S-4

As filed with the Securities and Exchange Commission on January 5, 2024

Registration No. 333-          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

IQVIA HOLDINGS INC.

IQVIA INC.

(Exact name of registrant as specified in its charter)

Delaware Delaware	8731	27-1341991 06-1506026
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification Number)

2400 Ellis Road

Durham, North Carolina 27703

Telephone: (919) 998-2000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ari Bousbib

Chief Executive Officer

2400 Ellis Road

Durham, North Carolina 27703

Telephone: (919) 998-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Marko Zatylny Thomas Fraser Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199 (617) 951-7000 Eric M. Sherbet EVP, General Counsel and Secretary IQVIA Holdings Inc. 2400 Ellis Road Durham, North Carolina 27703 (919) 998-2000

Approximate date of commencement of the proposed sale of the securities to the public:

As soon as practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act:  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S Employment Identification Number
Benefit Holding, Inc.	North Carolina		56-1954570
BuzzeoPDMA LLC	Delaware		27-3779713
Data Niche Associates, Inc.	Illinois		36-3783531
IMS Software Services Ltd.	Delaware		51-0311418
Innovex Merger Corp.	North Carolina		56-2013855
Intercontinental Medical Statistics International, Ltd.	Delaware		22-3511819
IQVIA BioSciences Holdings, LLC	Delaware		20-2262112
IQVIA Biotech LLC (f/k/a Novella Clinical LLC)	Delaware		56-2095062
IQVIA Chinametrik Inc.	Delaware		06-1510295
IQVIA Commercial Finance Inc.	Delaware		06-1513062
IQVIA Commercial India Holdings Corp.	Delaware		06-1463076
IQVIA Commercial Trading Corp.	Delaware		22-3397225
IQVIA CSMS US Inc.	Delaware		22-3529314
IQVIA Government Solutions Inc.	Delaware		54-1947506
IQVIA Medical Communications & Consulting, Inc.	New Jersey		22-3436721
IQVIA Medical Education Inc.	New York		13-3835603
IQVIA Pharma Inc.	North Carolina		20-3950764
IQVIA Pharma Services Corp.	North Carolina		20-3950717
IQVIA Phase One Services LLC	Kansas		48-1237287
IQVIA RDS Asia Inc.	North Carolina		56-1825352
IQVIA RDS Inc.	North Carolina		56-1323952
IQVIA RDS Latin America LLC	North Carolina		56-1916259
IQVIA Trading Management Inc.	Delaware		77-0704608
IQVIA Transportation Services Corp.	Delaware		13-3337620
Med-Vantage, Inc.	Delaware		95-4688568
Outcome Sciences, LLC	Delaware		04-3511768
Q Squared Solutions Holdings LLC	Delaware		47-4181370
Q Squared Solutions LLC	North Carolina		56-1755218
QCare Site Services, Inc.	North Carolina		02-0652527
RX India, LLC	Delaware		06-1463077
Targeted Molecular Diagnostics, LLC	Illinois		20-0617433
ValueMedics Research, LLC	Delaware		03-0509652
VCG&A, Inc.	Massachusetts		20-0406474
VCG-BIO, INC.	Delaware		80-0656409

The address, including zip code, and telephone number, including area code, for each additional registrant’s principal executive offices is: c/o IQVIA Holdings Inc., 2400 Ellis Road Durham, North Carolina 27703, (919) 998-2000.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JANUARY 5, 2024

PRELIMINARY PROSPECTUS

IQVIA INC.

OFFER TO EXCHANGE

$750,000,000 aggregate principal amount of 5.700% Senior Secured Notes due 2028, the issuance of which has been registered under the Securities Act, as amended, for any and all of its outstanding 5.700% Senior Secured Notes due 2028,

and

$1,250,000,000 aggregate principal amount of 6.250% Senior Secured Notes due 2029, the issuance of which has been registered under the Securities Act, as amended, for any and all of its outstanding 6.250% Senior Secured Notes due 2029.

Principal Terms of the Exchange Offer

This is an offer (the “Exchange Offer”) by IQVIA Inc. (the “Issuer”), a Delaware corporation, to exchange $750,000,000 aggregate principal amount of 5.700% Senior Secured Notes due 2028 (the “2028 Registered Notes”) for an equal amount of 5.700% Senior Secured Notes due 2028 (the “2028 Restricted Notes”) and $1,250,000,000 aggregate principal amount of 6.250% Senior Secured Notes due 2029 (the “2029 Registered Notes” and, together with the 2028 Registered Notes the “Registered Notes”) for an equal amount of 6.250% Senior Secured Notes due 2029 (the “2029 Restricted Notes” and, together with the 2028 Restricted Notes, the “Restricted Notes” and, together with the Registered Notes, the “Notes”).

The Exchange Offer expires at 5:00 p.m., New York City time, on                , 2024, unless the Issuer extends the offer. You may withdraw tenders of Restricted Notes at any time prior to the expiration of the Exchange Offer. The Exchange Offer is not subject to any condition other than that it will not violate applicable law or interpretations of the staff of the Securities and Exchange Commission (the “SEC”). The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Restricted Notes being tendered for exchange.

Principal Terms of the Registered Notes

The terms of the Registered Notes to be issued in the Exchange Offer are substantially identical in all material respects to the terms of the Restricted Notes, except that the Registered Notes will not be subject to restrictions on transfer or to any increase in the annual interest rate for failure to comply with the applicable Registration Rights Agreement (as defined herein). Both the Registered Notes and the Restricted Notes that are not exchanged in the Exchange Offer will be treated as a single series of debt securities under the applicable Indenture (as defined herein), pursuant to which the 2028 Restricted Notes were, and the 2028 Registered Notes will be, issued, along with any additional notes issued pursuant to the Indenture, dated as of May 23, 2023, as amended and restated by the Amended & Restated Indenture, dated as of December 19, 2023 (as amended and restated, the “2028 Indenture”), between IQVIA Inc., U.S. Bank Trust Company, National Association as trustee and as collateral agent and IQVIA Holdings Inc. and the Subsidiary Guarantors (as defined herein) and pursuant to which the 2029 Restricted Notes were, and the 2029 Registered Notes will be, issued, along with any additional notes issued pursuant to the Indenture, dated as of November 28, 2023, as amended and restated by the Amended & Restated Indenture, dated as of December 19, 2023 (as amended and restated, the “2029 Indenture” and, together with the 2028 Indenture, the “Indentures”) between IQVIA Inc., U.S. Bank Trust Company, National Association as trustee and as collateral agent and IQVIA Holdings Inc. and the Subsidiary Guarantors (as defined herein).

The Registered Notes are new securities, and there is currently no established trading market for the Registered Notes. The Issuer does not intend to list the Registered Notes on any securities exchange or to apply for quotation in any automated dealer quotation system, and, therefore, no active public market is anticipated.

The 2028 Registered Notes will be issued in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. The 2029 Registered Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will not receive any proceeds from the Exchange Offer.

The Exchange Offer involves risks. You should carefully consider the risk factors beginning on page 13 of this prospectus before participating in the Exchange Offer.

All untendered Restricted Notes will continue to be subject to the restrictions on transfer set forth in the Notes and in the Indentures. In general, the Restricted Notes may not be offered or sold except in a transaction registered under the Securities Act of 1933, as amended (the “Securities Act”) or pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the Exchange Offer, the Issuer does not currently anticipate that it will register the Restricted Notes under the Securities Act.

Each broker-dealer that receives Registered Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Registered Notes. The letter of transmittal states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Registered Notes received in exchange for Restricted Notes that were acquired by such broker-dealer as a result of market-making or other trading activities. The Issuer has agreed that, for a period of up to 90 days after the expiration date of the Exchange Offer, if requested by one or more such broker-dealers, the Issuer will amend or supplement this prospectus in order to expedite or facilitate the disposition of any Registered Notes by any such broker-dealers. See “Plan of Distribution” in this prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the Registered Notes or the Exchange Offer or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                , 2024.

TABLE OF CONTENTS

	Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION		iii
SUMMARY		1
RISK FACTORS		13
USE OF PROCEEDS		17
TERMS OF THE EXCHANGE OFFER; REGISTRATION RIGHTS		18
DESCRIPTION OF THE REGISTERED NOTES		27
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		91
PLAN OF DISTRIBUTION		92
LEGAL MATTERS		93
EXPERTS		93
WHERE YOU CAN FIND MORE INFORMATION		93
INCORPORATION BY REFERENCE		94

The Company has not authorized anyone to provide you with information that is different from the information included or incorporated by reference in this document. The Company does not take any responsibility for, nor provide assurances as to the reliability of, any different or additional information that others may give you. This document may only be used where it is legal to offer or sell these securities.

No person is authorized in connection with this Exchange Offer to give any information or to make any representation not contained in this prospectus, and, if given or made, such other information or representation must not be relied upon as having been authorized by the Company. The information contained in this prospectus speaks only as of its date and the information in documents incorporated by reference in this prospectus speak only as of the respective dates of those documents or the dates on which they were filed with the SEC, as applicable. The business, financial condition, results of operations and prospectus of the Company may have changed since such dates.

This prospectus does not constitute an offer to sell or buy any Registered Notes in any jurisdiction where it is unlawful to do so. You should base your decision to invest in the Registered Notes and participate in the Exchange Offer solely on information contained or incorporated by reference in this prospectus.

No person should construe anything in this prospectus as legal, business or tax advice. Each person should consult their own advisors as needed to make its investment decision and to determine whether it is legally permitted to participate in the Exchange Offer under applicable legal investment or similar laws or regulations.

We have filed with the SEC this registration statement on Form S-4 (File No. 333-                ) with respect to the Exchange Offer and the Registered Notes. This prospectus, which forms part of that registration statement, does not contain all the information included in the registration statement, including its exhibits and schedules. For further information about the Company, the Exchange Offer and the Registered Notes described in this prospectus, you should refer to the registration statement and its exhibits and schedules and the documents incorporated by reference herein. For a listing of documents incorporated by reference herein, see the section entitled “Where You Can Find More Information.” Statements the Company makes in this prospectus or in the documents incorporated by reference herein about certain contracts or other documents are not necessarily complete. When the Company makes such statements, the Company refers you to the copies of the contracts or documents that are filed as exhibits to the registration statement because those statements are qualified in all respects by reference to those exhibits. The prospectus incorporates important business and financial information about the Company that is not included in or delivered with this document. The registration statement, including

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its exhibits and schedules, is available at the SEC’s website at www.sec.gov. You may also obtain this information without charge upon oral or written request to:

IQVIA Inc.

Investor Relations Department

83 Wooster Heights Road

Danbury, Connecticut 06810

ir@iqvia.com

(203) 448-4600

In order to ensure timely delivery, you must request the information no later than                , 2024, which is five business days before the expiration of the Exchange Offer.

In this prospectus supplement, the terms “IQVIA,” “we,” “us,” “our,” and the “Company” refer to IQVIA Holdings Inc. and its subsidiaries on a consolidated basis and the term “Issuer” refers to IQVIA Inc., in any case unless otherwise stated or the context indicates otherwise.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

In this prospectus, including the information we incorporate by reference, we make statements concerning our expectations, beliefs, plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements that are not historical facts. These statements are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those expressed or implied by these statements. You can generally identify our forward-looking statements by the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “may,” “objective,” “plan,” “potential,” “predict,” “projections,” “should,” “target,” “will” or other similar words.

We have based our forward-looking statements on our management’s beliefs and assumptions based on information reasonably available to our management at the time the statements are made. We caution you that assumptions, beliefs, expectations, intentions and projections about future events may and often do vary materially from actual results. Therefore, we cannot assure you that actual results will not differ materially from those expressed or implied by our forward-looking statements.

We caution you that any such forward-looking statements are further qualified by important factors that could cause our actual operating results to differ materially from those in the forward-looking statements, including without limitation, business disruptions caused by natural disasters, pandemics such as the COVID-19 (coronavirus) outbreak, including any variants, and the public health policy responses to the outbreak, international conflict or other disruptions outside of our control such as the current situations in Ukraine, Russia and the Middle East; sources of business interruption on our operations and financial results; most of our contracts may be terminated on short notice, and we may lose or experience delays with large client contracts or be unable to enter into new contracts; the market for our services may not grow as we expect; we may be unable to successfully develop and market new services or enter new markets; imposition of restrictions on our use of data by data suppliers or their refusal to license data to us; any failure by us to comply with contractual, regulatory or ethical requirements under our contracts, including current or future changes to data protection and privacy laws; breaches or misuse of our or our outsourcing partners’ security or communications systems; failure to meet our productivity or business transformation objectives; failure to successfully invest in growth opportunities; our ability to protect our intellectual property rights and our susceptibility to claims by others that we are infringing on their intellectual property rights; the expiration or inability to acquire third party licenses for technology or intellectual property; any failure by us to accurately and timely price and formulate cost estimates for contracts, or to document change orders; hardware and software failures, delays in the operation of our computer and communications systems or the failure to implement system enhancements; the rate at which our backlog converts to revenues; our ability to acquire, develop and implement technology necessary for our business; consolidation in the industries in which our clients operate; risks related to client or therapeutic concentration; government regulators or our customers may limit the number or scope of indications for medicines and treatments or withdraw products from the market, and government regulators may impose new regulatory requirements or may adopt new regulations affecting the biopharmaceutical industry; the risks associated with operating on a global basis, including currency or exchange rate fluctuations and legal compliance, including anti-corruption laws; risks related to changes in accounting standards; general economic conditions in the markets in which we operate, including financial market conditions, inflation and risks related to sales to government entities; the impact of changes in tax laws and regulations; and our ability to successfully integrate, and achieve expected benefits from, our acquired businesses. Given these uncertainties, prospective holders of the notes are cautioned not to place undue reliance on such forward-looking statements. For a further discussion of the risks relating to our business, see our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and any subsequently filed Current Reports on Form 8-K, which are incorporated by reference in this registration statement, and the section entitled “Risk Factors” and “Where You Can Find More Information” appearing elsewhere in this registration statement.

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SUMMARY

The following is a summary of some of the information contained or incorporated by reference in this prospectus. This summary does not contain all the details concerning the Exchange Offer or the Registered Notes, including information that may be important to you. To better understand our business and financial position, you should carefully review this entire document and the documents incorporated by reference herein, including the information under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Information.”

Our Company

IQVIA is a leading global provider of advanced analytics, technology solutions, and clinical research services to the life sciences industry. IQVIA creates intelligent connections across all aspects of healthcare through its analytics, transformative technology, big data resources and extensive domain expertise. IQVIA Connected Intelligence^TM delivers powerful insights with speed and agility — enabling customers to accelerate the clinical development and commercialization of innovative medical treatments that improve healthcare outcomes for patients. With approximately 87,000 employees, we conduct operations in more than 100 countries.

We are a global leader in protecting individual patient privacy. We use a wide variety of privacy-enhancing technologies and safeguards to protect individual privacy while generating and analyzing information on a scale that helps healthcare stakeholders identify disease patterns and correlate with the precise treatment path and therapy needed for better outcomes. Our insights and execution capabilities help biotech, medical device and pharmaceutical companies, medical researchers, government agencies, payers and other healthcare stakeholders tap into a deeper understanding of diseases, human behaviors and scientific advances, in an effort to advance their path toward cures.

Corporate Information

The Issuer is a Delaware corporation and a wholly owned subsidiary of IQVIA Holdings Inc. Our principal executive office is located at 2400 Ellis Road, Durham, North Carolina 27703, and our telephone number at that address is (919) 998-2000.

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The Exchange Offer

On May 23, 2023, we completed a private offering of the 2028 Restricted Notes. On November 28, 2023, we completed a private offering of the 2029 Restricted Notes. Concurrently with the offering of the 2028 Restricted Notes, IQVIA Holdings Inc., the Issuer, and subsidiary guarantors of the Issuer (the “Subsidiary Guarantors” and, together with IQVIA Holdings Inc., the “Guarantors”) entered into a registration rights agreement with Goldman Sachs & Co. LLC, as representative of the initial purchasers of the 2028 Restricted Notes. Concurrently with the offering of the 2029 Restricted Notes, IQVIA Holdings Inc., the Issuer, and Subsidiary Guarantors entered into a registration rights agreement with J.P. Morgan Securities LLC, as representative of the initial purchasers of the 2029 Restricted Notes (together with the registration rights agreement entered into in connection with offering of the 2028 Restricted Notes, the “Registration Rights Agreements” and each, a “Registration Rights Agreement”). Pursuant to the Registration Rights Agreements, we agreed, for the benefit of the holders of the Restricted Notes, that we would use commercially reasonable efforts to file an exchange offer registration statement with the SEC by the 270^th day after the initial issuance of each of the 2028 Restricted Notes and the 2029 Restricted Notes, respectively, and cause the exchange offer registration statement to be declared effective no later than the 365^th day after the initial issuance of each of the 2028 Restricted Notes and 2029 Restricted Notes, respectively.

Exchange Offer The Issuer is offering to exchange:

• the 2028 Restricted Notes for a like principal amount of 2028 Registered Notes, the offer of which has been registered under the Securities Act; and

• the 2029 Restricted Notes for a like principal amount of 2029 Registered Notes, the offer of which has been registered under the Securities Act.

The Registered Notes will be substantially identical in all material respects to the Restricted Notes, except that the Registered Notes will not be subject to restrictions on transfer or to any increase in the annual interest rate for failure to comply with the applicable Registration Rights Agreement.

The 2028 Restricted Notes may be exchanged in denominations of $200,000 and any integral multiples of $1,000 in excess of $200,000. The 2029 Restricted Notes may be exchanged in denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000. You should read the discussion under the headings “The Registered Notes” and “Description of the Registered Notes” for further information regarding the Registered Notes. You should also read the discussion under the heading “Terms of the Exchange Offer; Registration Rights” for further information regarding the Exchange Offer and resale of the Registered Notes.

Resales Based on interpretations by the staff of the SEC set forth in no-action letters issued to Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co., Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993), the Company believes that the Registered Notes may be offered for resale, resold and otherwise transferred by you without compliance

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with the registration and prospectus delivery provisions of the Securities Act, provided that you:

• are acquiring the Registered Notes in the ordinary course of business;

• have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the Registered Notes; and

• you are not an “affiliate” of the Company as defined in Rule 405 of the Securities Act.

By completing and submitting the letter of transmittal and exchanging your Restricted Notes for Registered Notes, as described below, you will be making representations to this effect.

Each participating broker-dealer that receives Registered Notes for its own account pursuant to the Exchange Offer in exchange for the Restricted Notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the Registered Notes. See “Plan of Distribution.”

Any holder of Restricted Notes who:

• is an affiliate of the Company as defined in Rule 405 of the Securities Act;

• does not acquire the Registered Notes in the ordinary course of its business; or

• cannot rely on the position of the staff of the SEC expressed in the no-action letters to Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co., Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993) or similar no-action letters must, in the absence of an exemption, comply with registration and prospectus delivery requirements of the Securities Act in connection with the resale of the Registered Notes. The Company will not assume, nor will the Company indemnify you against, any liability you may incur under the Securities Act or state or local securities laws if you transfer any Registered Notes issued in the Exchange Offer absent compliance with the applicable registration and prospectus delivery requirements or an applicable exemption.

Expiration Time The Exchange Offer will expire at 5:00 p.m., New York City time, on                 , 2024, or such later date and time to which the Company extends it. The Company does not currently intend to extend the expiration time for the Exchange Offer.

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Conditions to the Exchange Offer The Exchange Offer is subject to the following conditions, which the Company may waive:

• the Exchange Offer does not violate applicable law, rule, regulation or applicable interpretations of the staff of the SEC; and

• there is no action or proceeding instituted or threatened in any court or by any governmental agency with respect to the Exchange Offer, which, in the Company’s judgment, could reasonably be expected to impair the Company’s ability to proceed with the Exchange Offer.

The Exchange Offer is not conditioned upon any minimum aggregate principal amount of the Restricted Notes being tendered for exchange. See “Terms of the Exchange Offer; Registration Rights—Conditions to the Exchange Offer.”

Procedures for Tendering the Restricted Notes If you wish to accept and participate in the Exchange Offer, you must complete and submit the accompanying letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal, together with the Restricted Notes and any other required documents, to the exchange agent at the address set forth on the cover of the letter of transmittal. If you hold Restricted Notes through The Depository Trust Company (“DTC”), and you wish to participate in the Exchange Offer, you must comply with the Automated Tender Offer Program (“ATOP”) procedures of DTC described herein.

By signing or agreeing to be bound by the letter of transmittal, or, in the case of book-entry transfer, an agent’s message in lieu of the letter of transmittal, you represent to the Company that, among other things:

• any Registered Notes that you receive will be acquired in the ordinary course of business;

• you have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the Registered Notes;

• if you are a broker-dealer that will receive Registered Notes for your own account in exchange for Restricted Notes that were acquired as a result of market-making activities, you will deliver a prospectus, as required by law, in connection with any resale of the Registered Notes; and

• you are not an “affiliate” of the Company as defined in Rule 405 under the Securities Act.

Special Procedures for Beneficial Owners If you are a beneficial owner whose Restricted Notes are registered in the name of a broker, dealer, commercial bank, trust company or

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other nominee and you wish to tender Restricted Notes in the Exchange Offer, you should promptly contact the person in whose name the Restricted Notes are registered and instruct that person to tender the Restricted Notes on your behalf. If you wish to tender in the Exchange Offer on your own behalf, prior to completing and executing the letter of transmittal and delivering your Restricted Notes, you must either make appropriate arrangements to register ownership of the Restricted Notes in your name or obtain a properly completed bond power from the person in whose name the Restricted Notes are registered. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration time of the Exchange Offer.

Withdrawal of Tenders Tenders of the Restricted Notes pursuant to the Exchange Offer may be withdrawn at any time prior to the expiration time. To withdraw, you must comply with the appropriate procedure of DTC’s ATOP system or send a written notice of withdrawal to the exchange agent at its address indicated under “Terms of the Exchange Offer; Registration Rights—Exchange Agent” before the expiration time of the Exchange Offer.

Acceptance of the Restricted Notes and Delivery of the Registered Notes If all of the conditions to the completion of the Exchange Offer are satisfied, the Issuer will accept any and all Restricted Notes that are properly tendered in the Exchange Offer and not properly withdrawn before the expiration time. The Issuer will return any Restricted Notes that the Issuer does not accept for exchange to its registered holder at the Issuer’s expense promptly after the expiration time. The Issuer will deliver the Registered Notes to the registered holders of Restricted Notes accepted for exchange promptly after the expiration time and acceptance of the Restricted Notes. See “Terms of the Exchange Offer; Registration Rights—Acceptance of Restricted Notes for Exchange; Delivery of Registered Notes.”

Effect on Holders of the Restricted Notes As a result of making, and upon acceptance for exchange of all validly tendered Restricted Notes pursuant to the terms of, the Exchange Offer, the Issuer will have fulfilled an obligation contained in the applicable Registration Rights Agreement. If a holder of Restricted Notes does not tender its Restricted Notes in the Exchange Offer, such holder will continue to hold its Restricted Notes and such holder will be entitled to all the rights and subject to all the limitations applicable to the Restricted Notes in the Indentures (as defined below), except for any rights under the applicable Registration Rights Agreement that by their terms terminate upon the consummation of the Exchange Offer. See “Terms of the Exchange Offer; Registration Rights—Purpose and Effect of the Exchange Offer.”

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Consequences of Failure to Exchange All untendered Restricted Notes will continue to be subject to the restrictions on transfer provided for in the Restricted Notes and in the applicable Indenture. In general, the Restricted Notes may not be offered or sold unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state or local securities laws. The trading market for your Restricted Notes will likely become more limited to the extent that other holders of Restricted Notes participate in the Exchange Offer. Following consummation of the Exchange Offer, the Company will not be required to register under the Securities Act any Restricted Notes that remain outstanding, except in the limited circumstances in which it is obligated to file a shelf registration statement for certain holders of Restricted Notes not eligible to participate in the Exchange Offer pursuant to the applicable Registration Rights Agreement. If your Restricted Notes are not tendered and accepted in the Exchange Offer, it may become more difficult to sell or transfer your Restricted Notes. See “Terms of the Exchange Offer; Registration Rights—Additional Obligations” and “Risk Factors.”

Risk Factors You should consider carefully all of the information set forth or incorporated by reference in this registration statement and, in particular, should evaluate the specific factors set forth in the section entitled “Risk Factors” in this registration statement, and the documents incorporated by reference in this registration statement, for an explanation of certain risks of investing in the Notes, including risks related to our industry and business.

Material U.S. Federal Income Tax Considerations The exchange of Restricted Notes for Registered Notes in the Exchange Offer will generally not constitute a taxable exchange for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Considerations.”

Exchange Agent U.S. Bank Trust Company, National Association is the exchange agent for the Exchange Offer. The address and telephone number of the exchange agent are set forth under the heading “Terms of the Exchange Offer; Registration Rights—Exchange Agent.”

Use of Proceeds We will not receive any cash proceeds from the issuance of the Registered Notes. In consideration for issuing the Registered Notes as contemplated in this prospectus, we will receive in exchange Restricted Notes in like principal amount, which will be cancelled and, as such, issuing the Registered Notes will not result in any increase in our indebtedness.

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The Registered Notes

The terms of the Registered Notes are summarized below. This summary is not a complete description of the Registered Notes. For a more detailed description of the Registered Notes, see the discussion under the heading “Description of the Registered Notes.” Other than the restrictions on transfer and additional interest provisions, the Registered Notes will have the same terms as the Restricted Notes.

Issuer IQVIA Inc.

Securities Up to $750,000,000 in aggregate principal amount of 5.700% Senior Secured Notes due 2028.

Up to $1,250,000,000 in aggregate principal amount of 6.250% Senior Secured Notes due 2029.

The 2028 Registered Notes and the 2028 Restricted Notes will be considered to be a single class for all purposes under the 2028 Indenture, including waivers, amendments, redemptions and offers to purchase.

The 2029 Registered Notes and the 2029 Restricted Notes will be considered to be a single class for all purposes under the 2029 Indenture, including waivers, amendments, redemptions and offers to purchase.

Maturity The 2028 Registered Notes will mature on May 15, 2028.

The 2029 Registered Notes will mature on February 1, 2029.

Interest Interest on the 2028 Registered Notes will be payable in cash and accrue at a rate of 7.500% per annum.

Interest on the 2029 Registered Notes will be payable in cash and accrue at a rate of 6.250% per annum.

Interest Payment Dates The 2028 Registered Notes will pay interest semi-annually in cash in arrears on May 15 and November 15 of each year, beginning on November 15, 2023. Interest will accrue from May 23, 2023.

The 2029 Registered Notes will pay interest semi-annually in cash in arrears on February 1 and August 1 of each year, beginning on February 1, 2024. Interest will accrue from November 28, 2023.

Denomination The 2028 Registered Notes will be issued in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. Notes in denominations of less than $200,000 will not be available.

The 2029 Registered Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. Notes in denominations of less than $2,000 will not be available.

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Ranking The Registered Notes, and the Registered Note guarantees will be the Issuer’s and the Guarantors’ senior secured obligations and will:

• rank senior in the right of payment to all of the Issuer’s and the Guarantors’ existing and future subordinated indebtedness;

• rank equally in right of payment with the Issuer’s other existing and future indebtedness secured by a first-priority lien on the collateral (including the Issuer’s senior secured credit facilities) (subject to permitted liens);

• be effectively senior to all of the Issuer’s and Guarantors’ existing and future unsecured indebtedness or any future indebtedness secured by a junior-priority lien on the collateral, in each case to the extent of the value of the collateral securing the Restricted Notes;

• be effectively subordinated to any of the Issuer’s and the Subsidiary Guarantors’ existing and future secured indebtedness that is secured by assets or properties not constituting collateral securing the Restricted Notes to the extent of the value of such assets and properties; and

• be structurally subordinated to all of the existing and future indebtedness and liabilities (including trade payables) of the Issuer’s and the Guarantors’ direct or indirect subsidiaries that do not guarantee the Senior Secured Notes (including the foreign subsidiaries of the Issuer that are borrowers or guarantors under the Issuer’s senior secured credit facilities).

Guarantees The Registered Notes will be guaranteed on a senior secured basis by IQVIA Holdings Inc. (the direct parent of the Issuer), each of the Issuer’s current direct and indirect material U.S. wholly-owned restricted subsidiaries (excluding IQVIA Solutions Japan LLC and IQVIA Services Japan LLC) and, subject to certain exceptions, each of the Issuer’s future direct and indirect U.S. wholly-owned restricted subsidiaries that guarantee (or are borrowers under) the Issuer’s senior secured credit facilities or certain other material indebtedness. Under certain circumstances, Subsidiary Guarantors may be released from their guarantees without the consent of the holders of the Notes. See “Description of the Registered Notes—Guarantees.”

As of September 30, 2023, our non-guarantor subsidiaries represented approximately 62% of our total assets. For the nine months ended September 30, 2023, our non-guarantor subsidiaries represented approximately 58% of our total revenue.

Security The Registered Notes and the related guarantees will be secured on a pari passu basis with the senior secured credit facilities, on a first-priority basis (subject to permitted liens), by substantially all of the tangible and intangible assets (subject to certain exceptions) owned by the Issuer and the guarantors that secure obligations under the

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senior secured credit facilities and certain other future indebtedness of the Issuer and the guarantors. The collateral securing the Registered Notes will be subject to release under specified circumstances, as described in “Description of the Registered Notes—Security.”

Optional Redemption The 2028 Registered Notes will be redeemable at the Issuer’s option, in whole or in part, at any time on or after April 15, 2028 (one month prior to the maturity date of the 2028 Registered Notes) at a redemption price equal to 100% of the principal amount of the 2028 Registered Notes, plus accrued and unpaid interest, if any, to the redemption date. See “Description of the Registered Notes—Optional Redemption.”

At any time prior to April 15, 2028 (one month prior to the maturity date of the 2028 Registered Notes), the Issuer may also redeem some or all of the 2028 Registered Notes at a price equal to the greater of 100% of the principal amount the 2028 Registered Notes to be redeemed and a “make-whole premium” described under “Description of the Registered Notes—Optional Redemption,” plus in either case accrued and unpaid interest, if any, to the redemption date.

The 2029 Registered Notes will be redeemable at the Issuer’s option, in whole or in part, at any time on or after January 1, 2029 (one month prior to the maturity date of the 2029 Registered Notes) at a redemption price equal to 100% of the principal amount of the 2029 Registered Notes, plus accrued and unpaid interest, if any, to the redemption date. See “Description of the Registered Notes—Optional Redemption.”

At any time prior to January 1, 2029 (one month prior to the maturity date of the 2029 Registered Notes), the Issuer may also redeem some or all of the 2029 Registered Notes at a price equal to the greater of 100% of the principal amount of the 2029 Registered Notes to be redeemed and a “make-whole premium” described under “Description of Notes—Optional Redemption,” plus in either case accrued and unpaid interest, if any, to the redemption date.

Change of Control Offer Upon the occurrence of specific kinds of changes of control, you will have the right, as holders of the Notes, to cause the Issuer to repurchase some or all of your notes at 101% of their principal amount, plus accrued and unpaid interest to, but not including, the repurchase date. See “Description of the Exchange Notes—Repurchase at the Option of Holders—Change of Control Triggering Event.”

Certain Covenants The Indentures governing the Registered Notes will, among other things, limit the Issuer’s ability and the ability of the Subsidiary Guarantors to:

• incur liens;

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• enter into certain sale-leaseback transactions; and

• consolidated, merge or transfer all or substantially all of the Issuer’s assets.

These and the other covenants contained in the Indentures are subject to important exceptions and qualifications, which are described under “Descriptions of the Registered Notes.”

No Prior Market The Registered Notes are new securities for which there is currently no market. Although certain of the initial purchasers have informed us that they intend to make a market in the Notes, they are not obligated to do so, and they may discontinue market making activities at any time without notice. In addition, the ability of the initial purchasers to make a market in the Notes may be impacted by changes in any regulatory requirements (including as a results of regulatory developments such as the SEC’s interpretation of Rule 15c2-11 under the Exchange Act and its application to debt securities) applicable to the marketing and trading of, and issuing quotations with respect to, the Notes. Accordingly, we cannot assure you that an active or liquid market for the notes will develop or be maintained.

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Supplemental Guarantor Summarized Financial Information

As discussed elsewhere in this prospectus, the Registered Notes will be guaranteed on a senior secured basis by IQVIA Holdings Inc., each of the Issuer’s current direct and indirect material U.S. wholly-owned restricted subsidiaries (excluding IQVIA Solutions Japan LLC and IQVIA Services Japan LLC) and, subject to certain exceptions, each of the Issuer’s future direct and indirect U.S. wholly-owned restricted subsidiaries that guarantee (or are borrowers under) the Issuer’s senior secured credit facilities or certain other material indebtedness. In addition, as discussed elsewhere in this prospectus, the Registered Notes and the related guarantees will be secured on a pari passu basis with the senior secured credit facilities, on a first-priority basis (subject to permitted liens), by substantially all of the tangible and intangible assets (subject to certain exceptions) owned by the Issuer and the guarantors that secure obligations under the senior secured credit facilities and certain other future indebtedness of the Issuer and the guarantors.

The accompanying summarized financial information has been prepared and presented pursuant to Rule 3-10 of Regulation S-X, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered,” Rule 13-01 of Regulation S-X and “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities.” Each of the Company’s current direct and indirect material U.S. wholly-owned restricted subsidiaries (excluding IQVIA Solutions Japan LLC and IQVIA Services Japan LLC) (the “Subsidiary Guarantors” and, together with IQVIA Holdings Inc., the “Guarantors”), have jointly and severally, irrevocably and unconditionally, on a senior secured basis, guaranteed the obligations under the Notes issued by the Issuer.

The following presents the summarized financial information on a combined basis for IQVIA Holdings Inc, Issuer, and the Subsidiary Guarantors, which are collectively referred to as the “obligated group.”

Each Subsidiary Guarantor is consolidated by IQVIA Holdings Inc. as of September 30, 2023 and December 31, 2022.

Summarized Combined Financial Information of the Issuer and Subsidiary Guarantors:

Each entity in the summarized combined financial information follows the same accounting policies as described in the condensed consolidated financial statements. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information of the obligated group. The accompanying summarized combined financial information does not reflect investments of the obligated group in non-Guarantor subsidiaries. The financial information of the obligated group is presented on a combined basis; intercompany balances and transactions within the obligated group have been eliminated. The obligated group’s amounts due to non-Guarantor subsidiaries and related parties have been presented in separate line items.

The following table contains summarized financial information of the obligated group as of:

(in millions)	September 30, 2023		December 31, 2022
Total current assets	$	568	$	474
Total noncurrent assets (excluding amounts due from subsidiaries that are non-Guarantors)	$	9,227	$	8,875
Amounts due from subsidiaries that are non-Guarantors	$	4,449	$	3,305
Total current liabilities	$	3,870	$	2,598
Total noncurrent liabilities (excluding amounts due to subsidiaries that are non-Guarantors)	$	11,908	$	12,270
Amounts due to subsidiaries that are non-Guarantors	$	6,074	$	5,409

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The following table contains summarized financial information of the obligated group:

(in millions)	Nine months ended September 30, 2023		Twelve months ended December 31, 2022
Net revenues	$	4,654	$	5,910
Costs and expenses applicable to net revenues	$	3,139	$	4,066
Income from operations	$	655	$	491
Net income (loss)	$	14	$	(73	)

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RISK FACTORS

Investing in the Registered Notes involves risks, which risks are substantially equivalent to those applicable to the Restricted Notes exchanged therefor except that the Registered Notes will be registered. Prospective investors should consider carefully all of the information set forth in this prospectus, any free writing prospectus filed by us with the SEC and the documents incorporated by reference herein. In particular, you should carefully consider the risk factors discussed below and included under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022. See “Where You Can Find More Information” and “Cautionary Statement Regarding Forward-Looking Information.”

Risks Related to the Exchange Offer

You may have difficulty selling the Restricted Notes that you do not exchange.

If you do not exchange your Restricted Notes for Registered Notes in the Exchange Offer, you will continue to be subject to the restrictions on transfer of your Restricted Notes described in the legend on your Restricted Notes and we will not be required to offer another opportunity for you to exchange your Restricted Notes for registered notes, except in limited circumstances. The restrictions on transfer of your Restricted Notes arise because we issued the Restricted Notes under exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In general, you may offer or sell the Restricted Notes only if they are registered under the Securities Act and applicable state securities laws or are offered and sold under an exemption from these requirements. We do not intend to register the Restricted Notes under the Securities Act. We may in the future seek to acquire untendered Restricted Notes in the open market or privately negotiated transactions, through a subsequent Exchange Offer or otherwise. We have no present plans to acquire any Restricted Notes that are not tendered in the Exchange Offer or to file a registration statement to permit resales of any untendered Restricted Notes. To the extent Restricted Notes are tendered and accepted in the Exchange Offer, the trading market, if any, for the remaining Restricted Notes would likely be adversely affected. See “Terms of the Exchange Offer; Registration Rights—Consequences of Failure to Exchange” for a discussion of the possible consequences of failing to exchange your Restricted Notes.

Because we anticipate that most holders of the Restricted Notes will elect to exchange their Restricted Notes, we expect that the liquidity of the market for any Restricted Notes remaining after the completion of the Exchange Offer will be substantially limited. Any Restricted Notes tendered and exchanged in the Exchange Offer will reduce the aggregate principal amount of the Restricted Notes outstanding. Following the Exchange Offer, if you do not tender your Restricted Notes you generally will not have any further registration rights, and your Restricted Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Restricted Notes could be adversely affected.

Broker-dealers or noteholders may become subject to the registration and prospectus delivery requirements of the Securities Act.

Any broker-dealer that exchanges its Restricted Notes in the Exchange Offer for the purpose of participating in a distribution of the Registered Notes, or resells Registered Notes that were received by it for its own account in the Exchange Offer, may be deemed to have received restricted securities and may be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that broker-dealer. Any profit on the resale of the Registered Notes and any commission or concessions received by a broker-dealer may be deemed to be underwriting compensation under the Securities Act.

In addition to broker-dealers, any noteholder that exchanges its Restricted Notes in the Exchange Offer for the purpose of participating in a distribution of the Registered Notes may be deemed to have received restricted securities and may be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction by that noteholder.

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You must comply with the Exchange Offer procedures in order to receive freely tradable Registered Notes.

Delivery of the Registered Notes in exchange for the Restricted Notes tendered and accepted for exchange pursuant to the Exchange Offer will be made only if such tenders comply with the Exchange Offer procedures described herein, including the timely receipt by the exchange agent of book-entry transfer of the Restricted Notes into such exchange agent’s account at DTC, as depositary, including an agent’s message. We are not required to notify you of defects or irregularities in tenders of Restricted Notes for exchange. The method of delivery of Restricted Notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders of the Restricted Notes.

Consummation of the Exchange Offer may not occur.

The Exchange Offer is subject to the satisfaction of certain conditions. See “Terms of the Exchange Offer; Registration Rights—Conditions to the Exchange Offer.” Even if the Exchange Offer is completed, it may not be completed on the timing described in this prospectus. Accordingly, holders participating in the Exchange Offer may have to wait longer than expected to receive their Registered Notes, during which time such holders will not be able to effect transfers of their Restricted Notes tendered in the Exchange Offer. Until we announce whether we have accepted valid tenders of Restricted Notes for exchange pursuant to the Exchange Offer, no assurance can be given that the Exchange Offer will be completed. In addition, subject to applicable law and as provided in this prospectus, we may, in our sole discretion, extend, re-open, amend, waive any condition of or terminate any of the Exchange Offer at any time before our announcement of whether we will accept valid tenders of Restricted Notes for exchange pursuant to the Exchange Offer, which we expect to make as soon as reasonably practicable after the expiration date.

Risks Related to the Registered Notes

We cannot assure you that an active trading market will develop for the Registered Notes.

The Registered Notes will be a new issue of securities for which currently there is no established trading market. We do not intend to apply for the listing of the Registered Notes on any securities exchange or for quotation of the Registered Notes on any dealer quotation system. We cannot assure you that a trading market will develop for the Registered Notes. Even if a market for the Registered Notes does develop, we cannot assure you that there will be liquidity in that market or that such Registered Notes might not trade for less than their original value or face amount. The liquidity of any market for the Registered Notes will depend on the number of holders of such Registered Notes, the interest of securities dealers in making a market in the Registered Notes and other factors. The exchange agent is not obligated to make a market in the Registered Notes and, if it does so, it may discontinue or limit any market-making activity at any time without notice. If a liquid market for the Registered Notes does not develop, you may be unable to resell such Registered Notes for a long period of time, if at all. This means you may not be able to readily convert your Registered Notes into cash, and such Registered Notes may not be accepted as collateral for a loan.

Even if a market for the Registered Notes develops, trading prices could be higher or lower than the trading price as of the closing of the Exchange Offer. The price of the Registered Notes will depend on many factors, including prevailing interest rates, our operating results and the market for similar securities. Declines in the market prices for debt securities generally may also materially and adversely affect the liquidity of the Registered Notes, independent of our financial performance.

Our existing indebtedness, and any future indebtedness, may adversely affect our future financial and operating flexibility and our ability to service the Registered Notes.

As of September 30, 2023, we and our Guarantors had approximately $13,631 million of total indebtedness outstanding and $6,248 million of secured indebtedness (excluding the Notes) outstanding, including borrowings and the related guarantees under the Senior Credit Facilities (plus an additional $550 million outstanding under

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the receivables facility). Our existing indebtedness and the additional debt we may incur in the future for, among other things, working capital, capital expenditures, acquisitions or operating activities may adversely affect our liquidity and, therefore, our ability to make principal and interest payments on the Registered Notes.

Despite our current level of indebtedness, we may be able to incur significant additional indebtedness in the future. Although the credit agreement governing the senior secured credit facilities contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and any indebtedness incurred in compliance with these restrictions could be substantial. These restrictions will not prevent the Issuer and its subsidiaries from incurring obligations that do not constitute indebtedness and may be waived by certain votes of debt holders. If we incur any additional indebtedness, including trade payables, that ranks equally with the Registered Notes, the holders of that debt would be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding up of us. This may have the effect of reducing the amount of proceeds paid to you. If new indebtedness is added to our current indebtedness levels, the related risks that we now face could intensify.

Not all of the Issuer’s subsidiaries are guarantors and therefore the Registered Notes will be structurally subordinated to the indebtedness and other liabilities of the Issuer’s existing and future subsidiaries that do not guarantee the Registered Notes. Your right to receive payments on the notes could be adversely affected if any of these non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize.

The guarantors will include the Issuer’s direct and indirect wholly-owned U.S. subsidiaries that are guarantors under its senior secured credit facilities. None of the Issuer’s foreign subsidiaries will guarantee the Registered Notes. Certain of the Issuer’s foreign subsidiaries guarantee the senior secured credit facilities. The Registered Notes and guarantees will be structurally subordinated to all of the liabilities of any of the Issuer’s subsidiaries that do not guarantee the notes and those liabilities would be required to be paid before the holders of the Registered Notes have a claim, if any, against those subsidiaries and their assets. Therefore, if there was a dissolution, bankruptcy, liquidation or reorganization of any such subsidiary, the holders of notes would not receive any amounts with respect to the notes from the assets of such subsidiary until after the payment in full of the claims of creditors, including trade creditors and preferred stockholders, of such subsidiary.

In addition, the equity interests of other equity holders in any non-guarantor subsidiary in any dividend or other distribution made by these entities would need to be satisfied on a proportionate basis with us. These less than wholly-owned subsidiaries may also be subject to restrictions on their ability to distribute cash to us in their financing or other agreements and, as a result, we may not be able to access their cash flow to service our debt obligations, including in respect of the notes.

As of September 30, 2023, our non-guarantor subsidiaries represented approximately 62% of our total assets. For the nine months ended September 30, 2023, our non-guarantor subsidiaries represented approximately 58% of our total revenue.

Our ability to meet our obligations under our debt, in part, depends on the earnings and cash flows of our subsidiaries and the ability of our subsidiaries to pay dividends or advance or repay funds to us.

We conduct a significant portion of our business operations through our subsidiaries. In servicing payments to be made on the Registered Notes, we will rely, in part, on cash flows from these subsidiaries, mainly dividend payments. The ability of these subsidiaries to make dividend payments to us will be affected by, among other factors, the obligations of these entities to their creditors, requirements of corporate and other law, and restrictions contained in agreements entered into by or relating to these entities. In addition, our foreign subsidiaries may be subject to currency controls, repatriation restrictions, withholding obligations on payments to us and other limits.

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The terms of the Registered Notes will not necessarily protect you in the event of a highly leveraged transaction.

The terms of the Registered Notes will not necessarily afford you protection in the event of a highly leveraged transaction that may adversely affect you, including a reorganization, recapitalization, restructuring, merger or other similar transactions involving us or our subsidiaries, whether or not in connection with a change of control. The Indentures do not limit the amount of debt we or our subsidiaries may issue. As a result, we could enter into any such transaction even though the transaction could adversely affect our capital structure or credit ratings or otherwise adversely affect the holders of the Registered Notes.

Ratings of the Registered Notes may change and affect the market prices and marketability of the Registered Notes.

Our debt securities are subject to periodic review by one or more independent credit rating agencies and may be subject to rating and periodic review by additional independent credit rating agencies in the future. Any such ratings are limited in scope and do not address all material risks relating to an investment in the Registered Notes, but rather reflect only the view of the rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained from such rating agency. We cannot assure you that such credit rating will remain in effect for any given period of time or that any such rating will not be lowered, suspended or withdrawn entirely by the rating agency if, in such rating agency’s judgment, circumstances so warrant. It is also possible that any such rating may be lowered in connection with future events. Holders of Registered Notes will have no recourse against us or any other parties in the event of a change in or suspension or withdrawal of any such rating. Any lowering, suspension or withdrawal of such ratings may have an adverse effect on the market prices or marketability of the Registered Notes.

The Indentures limit the ability of security holders to bring suit, waive defaults and amend the Indentures.

The Indentures provide that the consent of holders of certain minimum percentages of the aggregate principal amount of the Registered Notes is required to waive certain defaults, bring suit and, with exceptions, amend such Indenture. Your consent to such actions will not be effective unless consents are received from the holders of the required minimum amount of the Registered Notes. Further, even if you do not consent to such actions, those actions may still be taken if consented to by the holders of the required minimum amount of the Registered Notes.

Subject to certain limited exceptions, the Indentures provide that the Trustee or the holders of 30.0% or more in aggregate principal amount of the Registered Notes then outstanding may declare the principal amount of the Registered Notes, premium, if any, interest and any other monetary obligations to be due and payable immediately if an event of default shall occur and is continuing.

Redemption prior to maturity may adversely affect your return on the Registered Notes.

We may choose to redeem your Registered Notes at times when prevailing interest rates are relatively low. As a result, you generally will not be able to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as the interest rate on the Registered Notes being redeemed.

An increase in market interest rates could result in a decrease in the market value of the Registered Notes.

In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest decline in value. Consequently, if market interest rates increase, the market value of the Registered Notes may decline. We cannot predict the future level of market interest rates.

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USE OF PROCEEDS

We will not receive any cash proceeds from the Exchange Offer or the issuance of the Registered Notes. In consideration for issuing the Registered Notes as contemplated in this prospectus, we will receive in exchange Restricted Notes in like principal amount, which will be cancelled, and, as such, issuing the Registered Notes will not result in any increase in our indebtedness.

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TERMS OF THE EXCHANGE OFFER; REGISTRATION RIGHTS

Purpose and Effect of the Exchange Offer

We entered into a registration rights agreement with respect to the 2028 Restricted Notes on May 23, 2023 and a registration rights agreement with respect to the 2029 Restricted Notes on November 28, 2023. Pursuant to the Registration Rights Agreements, we agreed, among other things, to use commercially reasonable efforts to (1) file a registration statement on Form S-4 with respect to a registered offer to exchange the Restricted Notes for a like aggregate principal amount of Registered Notes, with terms substantially identical in all material respects to the Restricted Notes (except that the Registered Notes will not contain terms with respect to transfer restrictions or any increase in annual interest rate) and (2) cause the registration statement to be declared effective under the Securities Act no later than by May 23, 2024, with respect to the 2028 Registered Notes, and no later than November 28, 2024, with respect to the 2029 Registered Notes. In furtherance of the foregoing, we have filed with the SEC this registration statement on Form S-4 (File No. 333-                ) with respect to the Exchange Offer and the Registered Notes. We agreed to use commercially reasonable efforts to complete the Exchange Offer not later than 30 business days after the registration statement is declared effective by the SEC. If for any reason the Exchange Offer is not completed on or prior to May 23, 2024, with respect to the 2028 Registered Notes, and November 28, 2024, with respect to the 2029 Registered Notes, and if, following such date, we receive a written request from certain holders of the Restricted Notes for the filing of a shelf registration statement, then we will be required to use commercially reasonable efforts to file and cause to become effective a shelf registration statement under the Securities Act which would cover resales of the registrable securities held by such persons.

After the SEC declares this exchange offer registration statement effective, the Issuer will offer the Registered Notes in return for the Restricted Notes. The Exchange Offer will remain open for at least 20 business days (or longer if required by applicable law including in accordance with the requirements of Regulation 14E under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) after the date notice of the Exchange Offer is first mailed, sent or given to the noteholders. For each Restricted Note surrendered to us pursuant to the Exchange Offer, the holder of the Restricted Note will receive a Registered Note having a principal amount equal to that of the surrendered Restricted Note. Interest on the 2028 Registered Notes will be payable semi-annually and will accrue from the most recent interest payment date of the Restricted Notes beginning on November 15, 2023. Interest on the 2029 Registered Notes will be payable semi-annually and will accrue from the most recent interest payment date of the Restricted Notes beginning on February 1, 2024.

Under existing SEC interpretations, the Registered Notes acquired in the Exchange Offer by holders of Restricted Notes will be freely transferable without further registration under the Securities Act if the holder of the Registered Notes is acquiring the Registered Notes in the ordinary course of its business, has no arrangement or understanding to participate in the distribution of the Registered Notes and is not an affiliate of the Company, as such terms are interpreted by the SEC; however, broker-dealers (“participating broker-dealers”) receiving Registered Notes in a registered Exchange Offer will also have a prospectus delivery requirement with respect to resales of such Registered Notes. The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to Registered Notes (other than a resale of an unsold allotment from the original sale of the Restricted Notes) with the prospectus contained in the Exchange Offer registration statement relating to such Registered Notes.

This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Registered Notes received in exchange for Restricted Notes that were acquired by such broker-dealer as a result of market-making or other trading activities. We have agreed that, for a period of up to 90 days after the expiration date of the Exchange Offer, if requested by one or more such broker-dealers, we will amend or supplement this prospectus in order to expedite or facilitate the disposition of any Registered Notes by any such broker-dealers.

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A holder of Restricted Notes who wishes to exchange its Restricted Notes for Registered Notes in the Exchange Offer will be required to represent that (1) any Registered Notes to be received by it will be acquired in the ordinary course of its business, (2) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any person to participate in the distribution of the Registered Notes in violation of the provisions of the Securities Act, (3) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Issuer or any Guarantor, or if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (4) if such Holder is a broker-dealer that will receive Registered Notes for its own account in exchange for Restricted Notes that were acquired as a result of market-making or other trading activities, then such Holder will deliver a prospectus (or, to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of such Registered Notes, (5) such Holder holds all right, title and interest in and to the Restricted Notes to be exchanged, (6) such Holder transfers all right, title and interest in the Restricted Notes to the Issuer in exchange for the Registered Notes free and clear of all liens, encumbrances, or rights or interests of third parties, and (7) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, a public distribution of Registered Notes. See “Plan of Distribution.”

Resale of Registered Notes

Based on the position that the staff of the SEC enunciated in no-action letters issued to Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co., Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993), the Registered Notes issued in the Exchange Offer may be offered for resale, resold and otherwise transferred without registration under the Securities Act, and without delivering a prospectus that satisfies the requirements of Section 10 of the Securities Act, if the holder of the Restricted Notes who wishes to exchange its Restricted Notes for Registered Notes can make the representations set forth below under “—Procedures for Tendering the Restricted Notes.” However, if such holder intends to participate in a distribution of the Registered Notes, is a broker-dealer that acquired the Restricted Notes directly from us for its own account in the initial offering of the Restricted Notes and not as a result of market-making activities or other trading activities or is an “affiliate” of the Company as defined in Rule 405 under the Securities Act, such holder will not be eligible to participate in the Exchange Offer, and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of its Restricted Notes. See “—Additional Obligations” below.

A broker-dealer that has acquired Restricted Notes as a result of market-making or other trading activities has to deliver a prospectus in order to resell any Registered Notes it receives for its own account in the Exchange Offer. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Registered Notes received in exchange for Restricted Notes that were acquired by such broker-dealer as a result of market-making or other trading activities. We have agreed that, for a period of up to 90 days after the expiration date of the Exchange Offer, if requested by one or more such broker-dealers, we will amend or supplement this prospectus in order to expedite or facilitate the disposition of any Registered Notes by any such broker-dealers. See “Plan of Distribution” for more information regarding broker-dealers.

The Exchange Offer is not being made to, nor will we accept tenders for exchange from, holders of Restricted Notes in any jurisdiction in which the Exchange Offer or the acceptance of the Exchange Offer would not be in compliance with the securities or blue sky laws.

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept for exchange any and all Restricted Notes properly tendered and not withdrawn prior to the expiration time. The 2028 Restricted Notes may only be tendered in minimum denominations of $200,000 and integral multiples of $1,000 in excess of $200,000. We will issue $200,000 principal amount and integral multiples of $1,000 in excess thereof of 2028 Registered Notes in exchange for a corresponding principal amount of 2028

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Restricted Notes surrendered in the Exchange Offer. The 2029 Restricted Notes may only be tendered in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. We will issue $2,000 principal amount and integral multiples of $1,000 in excess thereof of 2029 Registered Notes in exchange for a corresponding principal amount of 2029 Restricted Notes surrendered in the Exchange Offer. In exchange for each Restricted Note surrendered in the Exchange Offer, we will issue a Registered Note with a like principal amount.

The form and terms of the Registered Notes will be substantially identical in all material respects to the form and terms of the Restricted Notes, except that the Registered Notes will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with the applicable Registration Rights Agreement.

The Registered Notes will evidence the same debt as the Restricted Notes. The Registered Notes will be issued under and entitled to the benefits of the same Indenture that authorized the issuance of the Restricted Notes. Consequently, both the Registered Notes and the Restricted Notes that are not exchanged in the Exchange Offer will be treated as a single series of debt securities under the Indentures for all purposes of the Indentures, along with any additional notes of any applicable series issued pursuant to the Indentures.

The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Registered Notes being tendered for exchange.

There will be no fixed record date for determining registered holders of Restricted Notes entitled to participate in the Exchange Offer.

We intend to conduct the Exchange Offer in accordance with the provisions of the Registration Rights Agreements, the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC. Restricted Notes that are not tendered for exchange in the Exchange Offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits such holders have under the Indentures.

We will be deemed to have accepted for exchange properly tendered Restricted Notes when we have given written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the Registered Notes from us and delivering the Registered Notes to such holders. Subject to the terms of the Exchange Offer and the Registration Rights Agreements, we expressly reserve the right to amend or terminate the Exchange Offer, and to not accept for exchange any Restricted Notes not previously accepted for exchange.

Expiration Time; Extensions; Amendments

The Exchange Offer will expire at 5:00 p.m., New York City time, on                  , 2024, unless, in our sole discretion, we extend the expiration time of the Exchange Offer.

In order to extend the Exchange Offer, we will notify the exchange agent in writing of any extension of the Exchange Offer. We will notify registered holders of the Restricted Notes in writing or by public announcement of the extension, if any, of the expiration time by no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration time.

We expressly reserve the right, in our sole discretion:

• to delay accepting for exchange any Restricted Notes due to an extension of the Exchange Offer;

• to extend the Exchange Offer or to terminate the Exchange Offer and to refuse to accept Restricted Notes not previously accepted if any of the conditions set forth under “—Conditions to the Exchange Offer” have not been satisfied by giving written notice of such extension or termination to the exchange agent; or

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• subject to the terms of the Registration Rights Agreements, to amend the terms of the Exchange Offer in any manner.

Any such delay in acceptance, extension or termination will be followed as promptly as practicable by written notice or public announcement thereof to the registered holders of Restricted Notes. If we amend the Exchange Offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of the Restricted Notes of such amendment.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the Exchange Offer, we shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a timely press release to a financial news service. If we make any material change to the Exchange Offer, we will disclose this change by means of a post-effective amendment to the registration statement that includes this prospectus and will distribute an amended or supplemented prospectus to each registered holder of Restricted Notes. In addition, we will extend the Exchange Offer for an additional five to ten business days as required by the Exchange Act, depending on the significance of the amendment, if the Exchange Offer would otherwise expire during that period. We will promptly notify the exchange agent by written notice of any delay in acceptance, extension, termination or amendment of the Exchange Offer.

Conditions to the Exchange Offer

Notwithstanding any other terms of the Exchange Offer, we will not be required to accept for exchange, or exchange any Registered Notes for, any Restricted Notes, and we may terminate the Exchange Offer as provided in this prospectus before accepting any Restricted Notes for exchange, if:

• the Exchange Offer would violate any applicable law, rule, regulation or applicable interpretations of the staff of the SEC; or

• any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in our judgment, could reasonably be expected to impair our ability to proceed with the Exchange Offer.

In addition, we will not be obligated to accept for exchange the Restricted Notes of any holder that has not made the representations described in the letter of transmittal and under “—Purpose and Effect of the Exchange Offer,” “—Procedures for Tendering the Restricted Notes” and “Plan of Distribution,” and such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to it an appropriate form for registration of the Registered Notes under the Securities Act.

We expressly reserve the right, at any time or at various times, to extend the period of time during which the Exchange Offer is open. Consequently, we may delay acceptance of any Restricted Notes by giving written notice (including by public announcement) of such extension to the registered holders of the Restricted Notes as promptly as practicable. During any such extensions, all Restricted Notes previously tendered will remain subject to the Exchange Offer, and we may accept them for exchange unless they have been previously withdrawn. We will return any Restricted Notes that we do not accept for exchange for any reason without expense to the tendering holder promptly after the expiration or termination of the Exchange Offer.

These conditions are for our sole benefit, and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times in our sole discretion; provided that any waiver of a condition of tender with respect to the Exchange Offer will apply to all of the outstanding Restricted Notes and not only to particular Restricted Notes. If we fail at any time to exercise any of the foregoing rights, that failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times.

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In addition, we will not accept for exchange any Restricted Notes tendered, and will not issue Registered Notes in exchange for any Restricted Notes, if at such time any stop order will be threatened or in effect with respect to the Registration Statement of which this prospectus constitutes a part or the qualification of the Indentures under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Procedures for Tendering the Restricted Notes

Except as described below, a holder tendering Restricted Notes must, prior to 5:00 p.m., New York City time, on the expiration date:

• transmit a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal, to the exchange agent, or

• if Restricted Notes are tendered in accordance with the book-entry procedures described below, the tendering holder must transmit an agent’s message (described below) to the exchange agent.

Transmittal will be deemed made only when actually received or confirmed by the exchange agent.

In addition, the exchange agent must receive, before 5:00 p.m., New York City time, on the expiration date, book-entry transfer of the Restricted Notes into the exchange agent’s account at DTC, the book-entry transfer facility, or certificates of outstanding notes along with a letter of transmittal.

The term “agent’s message” means a computer-generated message, transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant that such participant has received and agrees to be bound by, and makes the representations and warranties contained in, the letter of transmittal and that we may enforce the letter of transmittal against such participant.

The method of delivery of Restricted Notes, letters of transmittal and all other required documents is at the holder’s election and risk. If delivery is by mail, we recommend that holders use registered mail, properly insured, with return receipt requested. In all cases, holders should allow sufficient time to assure timely delivery. Holders should not send letters of transmittal or Restricted Notes to anyone other than the exchange agent.

If the holder is a beneficial owner whose Restricted Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and wishes to tender, such holder should promptly instruct the registered holder to tender on its behalf. Any registered holder that is a participant in DTC’s book-entry transfer facility system may make book-entry delivery of the Restricted Notes by causing DTC to transfer the Restricted Notes into the exchange agent’s account.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed unless the Restricted Notes surrendered for exchange are tendered:

• by a registered holder of the Restricted Notes that has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an “eligible institution.”

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an “eligible institution.” An “eligible institution” is a financial institution, including most banks, savings and loan associations and brokerage houses, that is a participant in the Securities Transfer Agents Medallion Program or the New York Stock Exchange Medallion Signature Program.

We will reasonably determine all questions as to the validity, form and eligibility of Restricted Notes tendered for exchange and all questions concerning the timing of receipts and acceptance of tenders. These determinations will be final and binding.

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We reserve the right to reject any particular Restricted Note not validly tendered, or any acceptance that might, in our judgment, be unlawful. We also reserve the right to waive any defects or irregularities with respect to the form of, or procedures applicable to, the tender of any particular Restricted Note before the expiration time. Unless waived, any defects or irregularities in connection with tenders of Restricted Notes must be cured before the expiration time of the Exchange Offer. None of the Company, the trustee, the exchange agent or any other person will be under any duty to give notification of any defect or irregularity in any tender of the Restricted Notes. None of the Company, the trustee the exchange agent or any other person will incur any liability for failing to give notification of any defect or irregularity.

If the letter of transmittal is executed by a person other than the registered holder of Restricted Notes, the letter of transmittal must be accompanied by the Restricted Notes endorsed by the registered holder or written instrument of transfer or exchange in satisfactory form, duly executed by the registered holder, in either case with the signature guaranteed by an eligible institution. In addition, in either case, the original endorsement or the instrument of transfer must be signed exactly as the name of any registered holder appears on the Restricted Notes.

If the letter of transmittal or any Restricted Notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, proper evidence satisfactory to us of their authority to so act must be submitted.

All questions as to the form of documents and validity, eligibility (including time of receipt), acceptance for exchange and withdrawal of tendered Restricted Notes will be determined by the Company in its sole discretion, and its determination will be final and binding.

By signing or agreeing to be bound by the letter of transmittal, each tendering holder of Restricted Notes will represent, among other things, that:

• it is not an affiliate of ours or, if an affiliate of ours, will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable in connection with the resale of the Registered Notes;

• the Registered Notes will be acquired in the ordinary course of its business;

• it is not participating, does not intend to participate, and has no arrangement or understanding with anyone to participate, in the distribution (within the meaning of the Securities Act) of the Registered Notes; and

• if such holder is a broker-dealer that will receive Registered Notes for its own account in exchange for Restricted Notes that were acquired as a result of market-making activities or other trading activities, that it will deliver a prospectus (or to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of such Registered Notes. See “Plan of Distribution.”

Acceptance of Restricted Notes for Exchange; Delivery of Registered Notes

Upon satisfaction of all of the conditions to the Exchange Offer, we will accept, promptly after the expiration date, all Restricted Notes validly tendered and not validly withdrawn. We will issue the Registered Notes promptly after the expiration of the Exchange Offer and acceptance of the Restricted Notes. See “—Conditions to the Exchange Offer” above. For purposes of the Exchange Offer, we will be deemed to have accepted validly tendered Restricted Notes for exchange when, as and if we have given written notice of such acceptance to the exchange agent.

For each Restricted Note accepted for exchange, the holder of the Restricted Note will receive a Registered Note having a principal amount equal to that of the surrendered Restricted Note. Restricted Notes accepted for

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exchange will cease to accrue interest from and after the date of completion of the Exchange Offer. Holders of Restricted Notes whose Restricted Notes are accepted for exchange will not receive any payment for accrued interest on the Restricted Notes otherwise payable on any interest payment date, the record date for which occurs on or after completion of the Exchange Offer and will be deemed to have waived their rights to receive such accrued interest on the Restricted Notes.

In all cases, issuance of Registered Notes for Restricted Notes will be made only after timely receipt by the exchange agent of:

• book-entry confirmation of the deposit of the Restricted Notes into the exchange agent’s account at the book-entry transfer facility;

• a properly completed and duly executed letter of transmittal or a transmitted agent’s message; and

• all other required documents.

Unaccepted or non-exchanged Restricted Notes will be returned without expense to the tendering holder of the Restricted Notes promptly after the expiration of the Exchange Offer. In the case of Restricted Notes tendered by book-entry transfer in accordance with the book-entry procedures described below, the non-exchanged Restricted Notes will be returned or recredited promptly after the expiration of the Exchange Offer.

Book-Entry Transfer

The exchange agent will make a request to establish an account for the Restricted Notes at DTC for purposes of the Exchange Offer promptly after the date of this prospectus. Any financial institution that is a participant in DTC’s systems and is tendering Restricted Notes must make book-entry delivery of the Restricted Notes by causing DTC to transfer those Restricted Notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer, including its ATOP procedures. The participant should transmit its acceptance to DTC prior to 5:00 p.m., New York City time, on the expiration date. DTC will verify this acceptance, execute a book-entry transfer of the tendered Restricted Notes into the exchange agent’s account at DTC and then send to the exchange agent confirmation of this book-entry transfer, which confirmation must be received prior to 5:00 p.m., New York City time, on the expiration date. The confirmation of this book-entry transfer will include an agent’s message confirming that DTC has received an express acknowledgment from the participant that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against the participant. Delivery of Registered Notes issued in the Exchange Offer may be effected through book-entry transfer at DTC. However, the letter of transmittal (or an agent’s message in lieu thereof), with any required signature guarantees and any other required documents, must be transmitted to, and received by, the exchange agent at the address listed below under “—Exchange Agent” (or its account at DTC with respect to an agent’s message) prior to 5:00 p.m., New York City time, on the expiration date.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, holders of Restricted Notes may withdraw (and resubmit) their tenders at any time prior to the expiration of the Exchange Offer. For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at one of the addresses set forth below under “—Exchange Agent,” or the holder must comply with the appropriate procedure of DTC’s ATOP system.

Any such notice of withdrawal must specify the name of the person who tendered the Restricted Notes to be withdrawn, identify the Restricted Notes to be withdrawn (including the principal amount of the Restricted Notes and the CUSIP number of the Restricted Notes) and, where Restricted Notes have been transmitted, specify the name in which the Restricted Notes were registered if different from that of the withdrawing holder. Any such notice of withdrawal must also be signed by the person having tendered the Restricted Notes to be withdrawn in

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the same manner as the original signature on the letter of transmittal by which these Restricted Notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to permit the Trustee for the Restricted Notes to register the transfer of these notes into the name of the person having made the original tender and withdrawing the tender and, if applicable because the Restricted Notes have been tendered through the book-entry procedure, specify the name and number of the participant’s account at DTC to be credited if different than that of the person having tendered the Restricted Notes to be withdrawn.

If Restricted Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Restricted Notes and otherwise comply with the procedures of such facility. We will determine all questions as to the validity, form and eligibility (including time of receipt) of such notices, and our determination shall be final and binding on all parties. We will deem any Restricted Notes so withdrawn not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Restricted Notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder (or, in the case of Restricted Notes tendered by book-entry transfer into the exchange agent’s account of DTC according to the procedures described above, the Restricted Notes will be credited to an account maintained with DTC for Restricted Notes) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Restricted Notes may be retendered by following one of the procedures described under “Procedures for Tendering the Restricted Notes” above at any time prior to the expiration time.

Exchange Agent

U.S. Bank Trust Company, National Association has been appointed as exchange agent for the Exchange Offer. You should direct questions and requests for assistance or requests for additional copies of this prospectus, or the letter of transmittal, to the exchange agent addressed as follows:

U.S. Bank Trust Company, National Association

c/o 111 Fillmore Ave E.

St. Paul, MN 55107

Attn: Specialized Finance

Delivery to an address other than as set forth above does not constitute a valid delivery to the exchange agent.

Fees and Expenses

We will not make any payment to brokers, dealers or others soliciting acceptances of the Exchange Offer. We have agreed under the Registration Rights Agreements to pay any and all expenses incident to the Exchange Offer other than commissions or concessions of any broker-dealers and we will indemnify and hold harmless the holders of the Restricted Notes (including any broker-dealers, among other persons) against certain liabilities, including liabilities under the Securities Act. The cash expenses to be incurred in connection with the Exchange Offer, including out-of-pocket expenses for the exchange agent, will be paid by us. We will not pay for fees and expenses of counsel to the initial purchasers under the Purchase Agreement, or any underwriters or holders, underwriting discounts, brokerage commissions or fees or transfer or other taxes, if any, relating to the sale or disposition of Restricted Notes by a holder.

Consequences of Failure to Exchange

Holders of Restricted Notes who do not exchange their Restricted Notes for Registered Notes under the Exchange Offer will remain subject to the restrictions on transfer of the Restricted Notes as set forth in the legend printed on the Restricted Notes as a consequence of the issuance of the Restricted Notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws and otherwise as set forth in the offering memorandum distributed in connection with the private placement offering of the Restricted Notes.

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In general, you may not offer or sell the Restricted Notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the Registration Rights Agreements, we do not intend to register resales of the Restricted Notes under the Securities Act. Based on interpretations of the SEC staff, Registered Notes issued pursuant to the Exchange Offer may be offered for resale, resold or otherwise transferred by their holders (other than any such holder that is the Company’s “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act so long as the holders acquired the Registered Notes in the ordinary course of the holders’ business and the holders have no arrangement or understanding with respect to the distribution of the Registered Notes to be acquired in the Exchange Offer. Any holder who tenders Restricted Notes in the Exchange Offer for the purpose of participating in a distribution of the Registered Notes could not rely on the applicable interpretations of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

We do not currently anticipate that we will register under the Securities Act any Restricted Notes that remain outstanding after completion of the Exchange Offer. See “Risk Factors—Risks Related to the Exchange Offer—You may have difficulty selling the Restricted Notes that you do not exchange.”

Accounting Treatment

We will record the Registered Notes in our accounting records at the same carrying value as the Restricted Notes for which they were exchanged in respect of the offer made pursuant to this prospectus, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the Exchange Offer. We will expense the costs of the Exchange Offer and amortize the remaining unamortized expenses related to the issuance of the Restricted Notes over the term of the Registered Notes.

Additional Obligations

In the Registration Rights Agreements, we agreed that under certain circumstances we would file a shelf registration statement with the SEC covering resales of notes by holders thereof if, for any reason, the Exchange Offer is not completed on or prior to May 23, 2024 or November 28, 2024, as applicable, and if, following such date, we receive a written request from certain holders of the Restricted Notes for the filing of a shelf registration statement. In such an event, we would be under a continuing obligation to use commercially reasonable efforts to keep the shelf registration statement effective and to provide copies of the latest version of the prospectus contained therein to any broker-dealer that requests copies for use in a resale.

Other

Participation in the Exchange Offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take. We may in the future seek to acquire untendered Restricted Notes in the open market or privately negotiated transactions, through subsequent Exchange Offers or otherwise. We have no present plans to acquire any Restricted Notes that are not tendered in the Exchange Offer or to file a registration statement to permit resales of any untendered Restricted Notes.

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DESCRIPTION OF THE REGISTERED NOTES

General

Certain terms used in this description are defined under the subheading “—Certain Definitions.” In this description, (1) the term “Issuer” refers only to IQVIA Inc., and not to any of its Subsidiaries and (2) the terms “we,” “our,” and “us” each refer to the Issuer and its consolidated Subsidiaries.

The terms of the Registered Notes are identical in all material respects to the Restricted Notes except that, upon completion of the Exchange Offer, the Registered Notes will be free of any covenants regarding exchange registration rights. The terms of the notes include those stated in the Indentures and those made part of the Indentures by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). Unless otherwise noted, all references to “$” refer to U.S. dollars. The registered holder of any note will be treated as the owner of it for all purposes, except where otherwise required by applicable law. Only registered holders will have rights under the Indentures.

The Issuer issued $750.0 million in aggregate principal amount of 5.700% senior secured notes due 2028 (the “2028 Notes”) under an indenture dated on May 23, 2023 (the “Issue Date”) (as amended and restated by the Amended and Restated Indenture, dated as of December 19, 2023, and as may be further amended, supplemented or modified from time to time, the “2028 Indenture”) among the Issuer, the Guarantors and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).

The issuer Issued $1,250.0 million in aggregate principal amount of 6.250% senior secured notes due 2029 (the “2029 Notes” and, together with the 2028 Notes, the “Notes”) under an indenture dated November 28, 2023 (the “Issue Date”) (as amended and restated by the Amended and Restated Indenture, dated as of December 19, 2023, and as may be further amended, supplemented or modified from time to time, the “2029 Indenture” and, together with the 2028 Indenture, the “Indentures”) among the Issuer, the Guarantors and the Trustee as Collateral Agent.

The Indentures are subject to the provisions of the Trust Indenture Act of 1939, as amended. The Restricted Notes were issued in a private transaction that is not subject to the registration requirements of the Securities Act.

The following description is only a summary of the material provisions of the Indentures, the Security Documents and the First Lien Intercreditor Agreement. It does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indentures, the Security Documents and the First Lien Intercreditor Agreement, including the definitions therein of certain terms used below. We urge you to read the Indentures, the Security Documents and the First Lien Intercreditor Agreement because they, and not this description, will define your rights as Holders. You may request copies of the Indentures, the Security Documents and the First Lien Intercreditor Agreement at our address set forth under the subheading “Additional Information.”

Brief Description of the Registered Notes

The Registered Notes:

• will be general, secured, senior obligations of the Issuer;

• will rank equally in right of payment with all existing and future Senior Indebtedness (including the Senior Credit Facilities and the Existing Senior Notes) of the Issuer;

• will be secured on a first-priority basis by Liens on the Collateral on an equal and ratable basis with any First Lien Obligations (including the Senior Credit Facilities) in accordance with the terms of the First Lien Intercreditor Agreement, subject to certain Liens permitted under the Indentures;

• will be effectively senior to all existing and future unsecured Indebtedness of the Issuer (including the Existing Senior Notes), to the extent of the value of the Collateral securing the Notes;

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• will be structurally subordinated to all existing and future Indebtedness (including trade payables), claims of holders of Preferred Stock and other liabilities of direct or indirect Subsidiaries of the Issuer that do not guarantee the Notes (including the Foreign Subsidiaries of the Issuer that are borrowers or guarantors under the Senior Credit Facilities);

• will be effectively subordinated to all existing and future Indebtedness of the Issuer that is secured by assets or properties not constituting Collateral, to the extent of the value of such assets and properties securing such Indebtedness;

• will be senior in right of payment to all future Subordinated Indebtedness of the Issuer; and

• will be initially guaranteed on a senior secured basis by the Guarantors and will also be guaranteed in the future by each direct and indirect wholly-owned domestic Restricted Subsidiary, if any, subject to certain exceptions, that guarantees certain material Indebtedness of the Issuer, including Indebtedness under the Senior Credit Facilities and the Existing Senior Notes.

The Indentures do not limit the amount of unsecured Indebtedness that we and our Subsidiaries may incur, although the Indentures do limit the amount of secured Indebtedness that we and certain of our Subsidiaries may incur. Any Indebtedness that we or our Subsidiaries may incur in the future may be substantial, and within the limits described above it may also be secured.

Guarantees

The Guarantors, as primary obligors and not merely as sureties, will jointly and severally, irrevocably and unconditionally, guarantee, on a senior secured basis, the full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuer under the Indentures and the Notes, whether for payment of principal, premium, if any, or interest in respect of the Notes, expenses, indemnification or otherwise, on the terms set forth in the Indentures by executing the Indentures or a supplement thereto.

The Guarantors will guarantee the Notes and, in the future each direct and indirect domestic Wholly-Owned Subsidiary that is a Restricted Subsidiary of the Issuer that guarantees certain material Indebtedness of the Issuer will guarantee the Notes, subject to release as provided below or elsewhere in this “Description of The Registered Notes.” Each of the Guarantees of the Notes will be a general, secured, senior obligation of each Guarantor, will be secured by Liens on the Collateral, which Collateral will be shared on an equal and ratable basis with any First Lien Obligations (including the Obligations of the Issuer and such Guarantors under the Senior Credit Facilities) in accordance with the terms of the First Lien Intercreditor Agreement, will rank equally in right of payment with all existing and future Senior Indebtedness of such Guarantor (including such Guarantor’s guarantee of the Senior Credit Facilities and each Subsidiary Guarantor’s guarantee of the Existing Senior Notes), will be effectively senior to all existing and future unsecured indebtedness of such Guarantor (including each Subsidiary Guarantor’s guarantee of the Existing Senior Notes), to the extent of the value of the Collateral of such Guarantor securing the Notes, and will rank senior in right of payment to all future Subordinated Indebtedness of such Guarantor. Each of the Guarantees of the Notes will be structurally subordinated to all existing and future Indebtedness, claims of holders of Preferred Stock and other liabilities of Subsidiaries of each Guarantor that do not Guarantee the Notes. Certain Foreign Subsidiaries are borrowers and guarantors under the Senior Credit Facilities, but will not guarantee the Notes.

Not all of the Issuer’s Subsidiaries will guarantee the Notes. In the event of a bankruptcy, liquidation, reorganization or similar proceeding of any of these non-guarantor Subsidiaries, the non-guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to the Issuer or a Guarantor. As a result, all of the existing and future liabilities of our non-guarantor Subsidiaries, including any claims of trade creditors, will be effectively senior to the Notes. The Indentures will not limit the amount of liabilities that are not considered Indebtedness that may be incurred by the Issuer or its Restricted Subsidiaries, including the non-guarantor Subsidiaries.

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The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance under applicable law. This provision may not, however, be effective to protect a Guarantee from being voided under fraudulent transfer law, or may reduce the applicable Guarantor’s obligation to an amount that effectively makes its Guarantee worthless. If a Guarantee were rendered voidable, it could be subordinated by a court to all other indebtedness (including guarantees and other contingent liabilities) of the Guarantor, and, depending on the amount of such indebtedness, a Guarantor’s liability on its Guarantee could be reduced to zero. See “Risk Factors—Risks Related to the Notes—Federal and state fraudulent transfer laws may permit a court to void the notes and/or the note guarantees and, if that occurs, you may not receive any payments on the notes.”

Any Guarantor that makes a payment under its Guarantee will be entitled upon payment in full of all guaranteed obligations under the Indentures to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

Each Subsidiary Guarantor may consolidate or merge with or into or sell all or substantially all its assets to the Issuer or another Guarantor without limitation or any other Person upon the terms and conditions set forth in the Indentures. See “—Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets.”

Each Guarantee by a Guarantor (but, in the case of Holdings, only under clauses (4) and (6)) will provide by its terms that it will be automatically and unconditionally released and discharged upon:

(1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (i) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (ii) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of the Indentures;

(2) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment of such Indebtedness or under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to the covenant described under “—Certain Covenants—Additional Subsidiary Guarantees”);

(3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indentures;

(4) the exercise by the Issuer of its legal defeasance option or covenant defeasance option as described under “—Legal Defeasance and Covenant Defeasance” or the discharge of the Issuer’s obligations under the Indentures in accordance with the terms of the Indentures;

(5) the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions of the Indentures; or

(6) as described under “—Amendment, Supplement and Waiver.”

In addition, with respect to the 2029 Notes, the Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed any Indebtedness of the Issuer in an aggregate principal amount outstanding in excess of $600.0 million under any Credit Facility, and is not otherwise required by the applicable terms of the 2029 Indenture to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect.

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Ranking

The payment of the principal of, premium, if any, and interest on the Notes and the payment of any Guarantee will rank equally in right of payment to all existing and future Senior Indebtedness of the Issuer or the relevant Guarantor, as the case may be, including the obligations of the Issuer and each applicable Guarantor under the Senior Credit Facilities and the Existing Senior Notes.

The Notes and the Guarantees will be effectively senior to all of the Issuer’s and the Guarantors’ existing and future unsecured Indebtedness to the extent of the value of the Collateral securing the Notes. As of September 30, 2023, the Issuer and the Guarantors had $13,718 million of total indebtedness outstanding and 7,577 million of Secured Indebtedness, including borrowings and the related guarantees under the Senior Credit Facilities (plus an additional $550 million outstanding under the Receivables Facility). As of September 30, 2023, the Issuer also had (1) $1,750 million available for borrowing under the revolving credit facilities included in the Senior Credit Facilities (less outstanding letters of credit, if any), which, if borrowed, would be Secured Indebtedness and (2) the option to raise additional tranches of term loans and/or increase commitments under the revolving credit facilities and/or the term loan facilities under the Senior Credit Facilities up to an amount that would result in our senior secured first lien net leverage not exceeding a specified level, which, if borrowed, would be Secured Indebtedness.

Security

The Notes and the Guarantees will be secured by first-priority security interests (subject to Permitted Liens) in the Collateral. The Collateral will consist of substantially all of the property and assets, in each case, that are held by the Issuer or any of the Guarantors, subject to the limitations described in the next paragraph and certain other limitations set forth in the Security Documents.

The Collateral will not include (“Excluded Property”):

(i) any fee-owned real property (other than Material Real Property) and any leasehold rights and interests in real property (including landlord waivers, estoppels and collateral access letters),

(ii) motor vehicles, aircraft and other assets subject to certificates of title,

(iii) letter of credit rights, except (A) to the extent constituting support obligations for other Collateral as to which perfection of the security interest granted by the Issuer or a Guarantor in such other Collateral is accomplished solely by the filing of a UCC financing statement or the equivalent filing in the applicable jurisdiction or (B) to the extent not requiring any perfection steps (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement or the equivalent filing in the applicable jurisdiction),

(iv) commercial tort claims where the amount of damages claimed by the Issuer or any Guarantor does not exceed $25,000,000,

(v) any governmental or regulatory licenses, federal, state or local franchises, certificates, charters, consents and authorizations, in each case, to the extent that the grant (or perfection) of a security interest therein, or the assignment thereof, is prohibited or restricted thereby or under applicable Laws (including, without limitation, rules and regulations of any Governmental Authority or agency) or would require governmental consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained), other than to the extent such prohibition, limitation or restriction is ineffective under the applicable anti-assignment provisions of the UCC or other applicable Law,

(vi) any particular asset or right under contract if the pledge thereof or the security interest therein (A) is prohibited or restricted by applicable Law (including any requirement to obtain the consent of any Governmental Authority or third party), other than to the extent such prohibition is rendered ineffective

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by the applicable anti-assignment provisions of the UCC or other applicable Law or (B) to the extent and for as long as it would violate the terms of any written agreement, license, lease or similar arrangement with respect to such asset or would require consent, approval, license or authorization (other than such consent, approval, license or authorization of the Issuer or any Guarantor or which has been obtained) (in each case, after giving effect to the relevant anti-assignment provisions of the UCC or other applicable Law) or would give rise to a termination right pursuant to any “change of control” or other similar provision under such written agreement, license or lease (except to the extent such provision is overridden by the applicable anti-assignment provisions UCC or other applicable Laws), in each case, (a) excluding any such written agreement that relates to Credit Agreement Refinancing Indebtedness (as defined in the Senior Credit Facilities) and (b) only to the extent that such limitation on such pledge or security interest is otherwise permitted pursuant to the Credit Agreement and not prohibited by the Indentures,

(vii) (1) Margin Stock, (2) Equity Interests in any Person other than IQVIA RDS Inc. or any wholly owned Material Subsidiary directly owned by the Issuer or any Guarantor, but only to the extent (x) the organization documents or other agreement with respect to the Equity Interests of such Person with other equity holders (other than any such agreement where all of the equity holders party thereto are the Issuer or a Guarantor) do not permit or restrict the pledge of such Equity Interests or (y) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to the Issuer or any Guarantor or such Person, (3) Equity Interests in any wholly owned Material Foreign Subsidiary that is directly owned by the Issuer or any Guarantor in excess of 66% of such Material Foreign Subsidiary’s issued and outstanding Equity Interests, (4) any Equity Interests of any Subsidiary of a Foreign Subsidiary (other than a Swiss Subsidiary of IQVIA AG), (5) Equity Interests of any Unrestricted Subsidiary, any special purpose securitization vehicle (or similar entity), including any Securitization Subsidiary, any Captive Insurance Subsidiary, any not-for-profit Subsidiary, and (6) Equity Interests in IQVIA Government Solutions Inc.,

(viii) any contract, lease, instrument, license or other document or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such contract, lease, instrument, license or other document or purchase money or similar arrangement or create a right of termination in favor of any other party thereto (other than the Issuer or a Guarantor), after giving effect to the applicable anti-assignment provisions of the UCC, or violate any applicable Law (or would require governmental approval, consent or authorization (after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other equivalent Law)), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable Laws notwithstanding such prohibition,

(ix) the creation or perfection of pledges of, or security interests in, any property or assets that would result in material adverse tax consequences to Holdings, the Issuer or any of its Subsidiaries, as reasonably determined by the Issuer in consultation with the Senior Credit Facilities Agent,

(x) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable Law,

(xi) particular assets if and for so long as, in the reasonable judgment of the Senior Credit Facilities Agent in consultation with the Issuer, the cost, burden or consequences (including adverse tax consequences) of creating or perfecting such pledges or security interest in such assets or obtaining title insurance, surveys, abstracts or appraisals in respect of such assets exceed the practical benefits to be obtained by the Holders therefrom,

(xii) cash and Cash Equivalents (other than (A) proceeds of Collateral as to which perfection of the security interest granted in such proceeds by the Issuer or any Guarantor is accomplished solely by the filing of

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a UCC financing statement or the equivalent filing in the applicable jurisdiction or (B) to the extent not requiring any perfection steps), deposit and other bank and securities accounts (including securities entitlements and related assets) (in each case, other than (A) proceeds of Collateral held in such accounts as to which perfection of the security interest granted by the Issuer or any Guarantor in such proceeds is accomplished solely by the filing of a UCC financing statement or the equivalent filing in the applicable jurisdiction or (B) to the extent not requiring any perfection steps) and

(xiii) Excluded Accounts;

provided, however, that Excluded Property shall not include any proceeds, substitutions or replacements of any Excluded Property referred to in clauses (i) through (xiii) (unless such proceeds, substitutions or replacements would independently constitute Excluded Property referred to in clauses (i) through (xiii)).

It is understood and agreed that prior to the repayment in full of the obligations under the Senior Credit Facilities, to the extent the Senior Credit Facilities Agent is satisfied with or agrees to any deliveries of or other arrangements with respect to any pledged Collateral, the Collateral Agent shall automatically be deemed to be satisfied with the same such arrangements. So long as the First Lien Intercreditor Agreement is in effect and prior to the repayment in full of the obligations under the Senior Credit Facilities, (A) the Issuer or any Guarantor may satisfy its obligations to deliver or make arrangements with respect to such pledged Collateral to the Collateral Agent by delivering to, or making arrangements with respect to such pledged Collateral satisfactory to the Senior Credit Facilities Agent and (B) if the Senior Credit Facilities Agent grants an extension of time pursuant to a provision in the Credit Agreement that is substantially similar to the corresponding provisions of the definition of “Excluded Property” or exercises its discretion under the Credit Agreement to determine that any Subsidiary of the Issuer shall be excluded from the requirements of the “Collateral and Guarantee Requirement” or that any property shall be an “Excluded Asset” (in each case as defined in the Credit Agreement), the Collateral Agent shall automatically be deemed to accept such determination under the Indentures and the Security Documents and shall execute any documentation, if applicable, in connection therewith. The Issuer shall provide written notice (which may be by email) to the Collateral Agent of any determination made by the Senior Credit Facilities Agent which shall be binding upon the Collateral Agent in accordance with the terms of the Indentures and the Security Documents; provided, however, the Collateral Agent shall not be bound by any determination made by the Senior Credit Facilities Agent that adversely affects the rights, protections, benefits, indemnities or immunities of the Collateral Agent with the prior written consent of the Collateral Agent.

Security Documents

On the applicable Issue Date, the Issuer, the Guarantors and the Collateral Agent entered into one or more Security Documents defining the terms of the security interests that secure the Notes and the Guarantees. These security interests secure the payment and performance when due of all of the Obligations of the Issuer and the Guarantors under the Notes, the Indentures, the Guarantees and the Security Documents, as provided in the Security Documents.

Subject to the terms of the Security Documents, the Issuer and the Guarantors have the right to remain in possession and retain exclusive control of the Collateral securing the Notes (other than any property constituting part of the Collateral and deposited with, or held by, the Senior Credit Facilities Agent or the Controlling Collateral Agent in accordance with the provisions of the Security Documents and the Intercreditor Agreements and other than as set forth in the Security Documents and the Intercreditor Agreements), to freely operate the Collateral and to collect, invest and dispose of any income therefrom.

The Security Agreement provides that neither the Issuer nor the Guarantors are required (a) to take any action to perfect any the security interests granted by the Security Agreement by any means other than by (i) filings pursuant to the Uniform Commercial Code of the relevant state(s) (excluding fixture filings in respect of anything other than Material Real Property), (ii) federal filings with respect to Intellectual Property as

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expressly required elsewhere in the Security Agreement, (iii) delivery to the Collateral Agent (or, in certain circumstances provided for in the Security Agreement, the Controlling Collateral Agent) to be held in its possession of all Collateral consisting of instruments, tangible chattel paper, pledged debt or pledged equity interests as expressly required elsewhere in the Security Agreement, (iv) in the case of Collateral that consists of commercial tort claims, taking the actions specified in the applicable provisions in the Security Agreement and (v) other methods (if any) expressly provided for in the Security Agreement, or (b) to perfect in any assets subject to a certificate of title statute. Additionally, neither the Issuer nor the Guarantors are required to (x) enter into control agreements or provide to the Collateral Agent perfection by “control” (within the meaning of the Uniform Commercial Code) with respect to any Collateral (other than delivery of certificated securities, if applicable, to the extent required by the relevant provision of the Security Agreement) or (y) take any actions under any laws outside of the United States to grant, preserve, perfect or provide better assurance for, or for the enforcement of, any security interest granted under the Security Agreement (including any intellectual property registered in any non U.S. jurisdiction).

The agreements governing the Senior Credit Facilities, in certain instances, require that actions be taken for the benefit of the Senior Credit Facilities Agent and the lenders under the Senior Credit Facilities outside of the United States. Such actions are not required to be taken under the Indentures and the Security Documents.

See “Risk Factors—Risks Related to the Registered Notes.”

Release of Collateral

In addition to releases pursuant to the First Lien Intercreditor Agreement, the Issuer and the Guarantors are entitled to the release of property and other assets included in the Collateral from the Liens securing the Notes and the Guarantees under any one or more of the following circumstances:

(1) upon any sale, transfer or other disposition by the Issuer or any Guarantor of any Collateral that is permitted under the Indentures to any Person that is not the Issuer or a Guarantor;

(2) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under its Guarantee;

(3) to the extent such Collateral otherwise becomes Excluded Property;

(4) as described under “Amendment, Supplement and Waiver” below; and

(5) in accordance with the First Lien Intercreditor Agreement.

The security interests in all Collateral securing the Notes or the Guarantees also will be released upon (i) a satisfaction and discharge of the Indentures as described below under “Satisfaction and Discharge” or (ii) a legal defeasance or covenant defeasance under the Indentures as described below under “Legal Defeasance and Covenant Defeasance.”

Solely with respect to the 2029 Notes, the Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee and the Collateral Agent, to release certain property and other assets that are owned by a Guarantor, and included in the Collateral, from the Liens securing the 2029 Notes and the Guarantees to the extent that, at such time, (i) such Guarantor does not guarantee Indebtedness of the Issuer outstanding under any Credit Facility that is secured (or is required to be secured) by Liens on such property or other assets of such Guarantor and (ii) the Issuer has an Investment Grade Rating on its senior unsecured long-term debt from both Rating Agencies. In addition, the Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee and the Collateral Agent, to release certain property and other assets that are owned by the Issuer, and included in the Collateral, from the Liens securing the 2029 Notes to the extent that, at such time, (i) the Issuer does not have incurred or guaranteed Indebtedness outstanding under any Credit Facility that is secured (or is required to be secured) by Liens on such property or other assets of the Issuer and (ii) the Issuer has an Investment Grade Rating on its senior unsecured long-term debt from both Rating Agencies.

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Upon compliance by the Issuer or any Guarantor, as the case may be, with the conditions precedent required by the Indentures and the Security Documents and delivery to the Trustee and the Collateral Agent of an Officer’s Certificate and an Opinion of Counsel that all conditions precedent required by the Indentures and the Security Documents have been complied with, the Trustee or the Collateral Agent, as applicable, shall promptly cause the released Collateral to be released and re-conveyed to the Issuer or the applicable Guarantor and shall take all other actions reasonably requested by the Issuer or the Guarantor in connection therewith.

First Lien Intercreditor Agreement

On May 23, 2023, the Collateral Agent and the Trustee, on behalf of the Holders of the Notes, entered into the First Lien Intercreditor Agreement (the “First Lien Intercreditor Agreement”), among the Senior Credit Facilities Agent, on behalf of the secured parties under the Senior Credit Facilities, and the representatives of the holders of any other permitted First Lien Obligations (when and if any such representatives join the First Lien Intercreditor Agreement, including the Collateral Agent and the Trustee on behalf of the Holders of the 2029 Notes who entered into the First Lien Intercreditor Agreement pursuant to a joinder agreement to the First Lien Intercreditor Agreement on November 28, 2023). The First Lien Intercreditor Agreement sets forth the relative rights and obligations of the holders of First Lien Obligations with respect to Shared Collateral. The First Lien Intercreditor Agreement is binding on the Holders of the Notes with respect to the matters described below to the same extent as such provisions apply to the Collateral Agent. The First Lien Intercreditor Agreement provides that in the event of a conflict between the First Lien Intercreditor Agreement and any Security Documents, the Indentures or the Notes, the First Lien Intercreditor Agreement shall be controlling as between the holders of First Lien Obligations.

The Obligations under the Notes, the Indentures and the Security Documents, on the one hand, and the Obligations under the Senior Credit Facilities, on the other hand, are each referred to as a “series” of First Lien Obligations in this summary. Without the consent of any Holder of a Note, an Authorized Representative and Collateral Agent of additional series of First Lien Obligations incurred in accordance with the limitations in the Indentures may become a party to the First Lien Intercreditor Agreement by executing and delivering a joinder agreement.

This summary of the First Lien Intercreditor Agreement also uses the following terms:

“Applicable Authorized Representative” means, with respect to any Shared Collateral, (i) until the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Senior Credit Facilities Agent, and (ii) from and after the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Major Non-Controlling Authorized Representative.

“Authorized Representative” means (i) in the case of any Obligations under the Senior Credit Facilities or the secured parties under the Senior Credit Facilities, the Senior Credit Facilities Agent, (ii) in the case of the Obligations under the Notes, the Indentures and the Security Documents or the secured parties under the Indentures, the Trustee, and (iii) in the case of any series of other First Lien Obligations or other holders of First Lien Obligations that become subject to the First Lien Intercreditor Agreement after May 23, 2023, the administrative agent, collateral agent, trustee or other representative named as the Authorized Representative for such series in the applicable joinder agreement to the First Lien Intercreditor Agreement.

“Collateral” means all assets and properties subject to, or purported to be subject to, Liens created pursuant to any First Lien Security Document to secure one or more series of First Lien Obligations.

“Collateral Agent” as used under the heading “First Lien Intercreditor Agreement” means (i) in the case of any Obligations under the Senior Credit Facilities, the Senior Credit Facilities Agent, (ii) in the case of the Obligations under the Notes, the Indentures and the Security Documents or the secured parties under the

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Indentures, the Collateral Agent and (ii) in the case of any other series of additional First Lien Obligations, the collateral agent, trustee or other representative named as collateral agent for such series in the applicable joinder agreement to the First Lien Intercreditor Agreement.

“Controlling Collateral Agent” means (i) until the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Senior Credit Facilities Agent and (ii) from and after the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Collateral Agent for the series of additional First Lien Obligations that constitutes the largest outstanding principal amount of any then outstanding series of additional First Lien Obligations (acting on the instructions of the Applicable Authorized Representative).

“Controlling Secured Parties” means, with respect to any Shared Collateral, (x) at any time when the Senior Credit Facilities Agent is the Controlling Collateral Agent the secured parties under the Senior Credit Facilities and (y) at any other time, the series of First Lien Secured Parties whose Authorized Representative is the Applicable Authorized Representative for such Shared Collateral.

“Discharge” means, with respect to any Shared Collateral and any series of First Lien Obligations, the date on which such series of First Lien Obligations is no longer secured by such Shared Collateral.

“Discharge of Credit Agreement Obligations” means, with respect to any Shared Collateral, the Discharge of the Credit Agreement Obligations with respect to such Shared Collateral; provided that the Discharge of Credit Agreement Obligations shall not be deemed to have occurred in connection with a refinancing of such Obligations under the Senior Credit Facilities with additional First Lien Obligations secured by such Shared Collateral under a document governing other First Lien Obligations which has been designated in writing by the Senior Credit Facilities Agent to the Collateral Agent and each other Authorized Representative as the “Credit Agreement” for purposes of the First Lien Intercreditor Agreement.

“First Lien Obligations” means, collectively, (i) the Obligations under the Senior Credit Facilities (ii) the Obligations in respect of the Indentures, the Notes and the Guarantees and (ii) each series of additional obligations (which additional obligations include obligations in respect of Indebtedness incurred after the date of the First Lien Intercreditor Agreement that is permitted by the provisions of the then-existing secured credit documents governing First Lien Obligations to be incurred and secured on an equal and ratable basis by the Liens securing the First Lien Obligations that become subject to the First Lien Intercreditor Agreement in accordance with the provisions thereof, as further described in the First Lien Intercreditor Agreement).

“First Lien Secured Party” means (i) the secured parties under the Credit Agreement and (ii) the holders of any other First Lien Obligations, including the Collateral Agent, the Trustee and the holders of the Notes.

“Major Non-Controlling Authorized Representative” means, with respect to any Shared Collateral, the Authorized Representative of the series of First Lien Obligations (other than Obligations with respect to the Senior Credit Facilities) that constitutes the largest outstanding principal amount of any then outstanding series of First Lien Obligations (other than Obligations with respect to the Senior Credit Facilities) with respect to such Shared Collateral.

“Non-Controlling Authorized Representative” means, at any time with respect to any Shared Collateral, any Authorized Representative that is not the Applicable Authorized Representative at such time with respect to such Shared Collateral.

“Non-Controlling Authorized Representative Enforcement Date” means, with respect to any Non-Controlling Authorized Representative, the date which is 180 days (throughout which 180 day period such Non-Controlling Authorized Representative was the Major Non-Controlling Authorized Representative) after the

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occurrence of both (a) an Event of Default (under and as defined in the instrument under which such Non-Controlling Authorized Representative is the Authorized Representative) and (b) each Collateral Agent’s and each other Authorized Representative’s receipt of written notice from such Non-Controlling Authorized Representative certifying that (i) such Non-Controlling Authorized Representative is the Major Non-Controlling Authorized Representative and that an Event of Default (under and as defined in the instrument under which such Non-Controlling Authorized Representative is the Authorized Representative) has occurred and is continuing and (ii) the First Lien Obligations of the series with respect to which such Non-Controlling Authorized Representative is the Authorized Representative are currently due and payable in full (whether as a result of acceleration thereof or otherwise) in accordance with the terms of such instrument; provided that the Non-Controlling Authorized Representative Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Shared Collateral (A) at any time the Senior Credit Facilities Agent has commenced and is diligently pursuing any enforcement action with respect to such Shared Collateral or (B) at any time the Issuer or any Guarantor or other grantor as described in the First Lien Intercreditor Agreement that has granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any insolvency or liquidation proceeding.

“Non-Controlling Secured Parties” means, with respect to any Shared Collateral, the First Lien Secured Parties which are not Controlling Secured Parties with respect to such Shared Collateral.

“Shared Collateral” means, at any time, Collateral in which the holders of two or more series of First Lien Obligations hold a valid and perfected security interest at such time. If more than two series of First Lien Obligations are outstanding at any time and the holders of less than all series of First Lien Obligations hold a valid and perfected security interest in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those series of First Lien Obligations that hold a valid and perfected security interest in such Collateral at such time and shall not constitute Shared Collateral for any series which does not have a valid and perfected security interest in such Collateral at such time. The assets of Foreign Subsidiaries that are borrowers and guarantors under the Senior Credit Facilities that are pledged to secure the Senior Credit Facilities will not constitute Shared Collateral for the Notes, and accordingly the Notes will not be entitled to payment from the proceeds of such assets.

Actions with Respect to Shared Collateral; Prohibition on Contesting Liens. Under the First Lien Intercreditor Agreement, as described below, only the “Controlling Collateral Agent” shall act or refrain from acting with respect to any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral). At any time when the Senior Credit Facilities Agent is the Controlling Collateral Agent, no Non-Controlling Secured Party shall or shall instruct any Collateral Agent to, and no Collateral Agent that is not the Controlling Collateral Agent shall, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), whether under any security document governing the applicable series of First Lien Obligations, applicable law or otherwise, it being agreed that only the Senior Credit Facilities Agent, acting in accordance with the documents governing the Senior Credit Facilities, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral at such time.

With respect to any Shared Collateral, at any time when the Senior Credit Facilities Agent is not the Controlling Collateral Agent, (i) the Controlling Collateral Agent shall act only on the instructions of the Applicable Authorized Representative, (ii) the Controlling Collateral Agent shall not follow any instructions with respect to such Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral) from any Non-Controlling Authorized Representative (or any other First Lien Secured Party other than the Applicable Authorized Representative), and (iii) no Non-Controlling Authorized Representative or other First Lien Secured Party (other than the Applicable Authorized Representative) shall or shall instruct the

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Controlling Collateral Agent to commence any judicial or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral), whether under any document governing the First Lien Obligations, applicable law or otherwise, it being agreed that only the Controlling Collateral Agent, acting on the instructions of the Applicable Authorized Representative and in accordance with the documents governing the First Lien Obligations for which it is acting as Authorized Representative, shall be entitled to take any such actions or exercise any such remedies with respect to Shared Collateral. Notwithstanding the foregoing, (i) in any insolvency or liquidation proceeding, any Collateral Agent or any other First Lien Secured Party may file a proof of claim or statement of interest with respect to the First Lien Obligations owed to the First Lien Secured Parties; (ii) any Collateral Agent or any other First Lien Secured Party may take any action to preserve or protect the validity and enforceability of the Liens granted in favor of First Lien Secured Parties, provided that no such action is, or could reasonably be expected to be, (A) adverse to the Liens granted in favor of the Controlling Secured Parties or the rights of the Controlling Collateral Agent or any other Controlling Secured Parties to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement; and (iii) any Collateral Agent or any other First Lien Secured Party may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims or Liens of such First-Lien Secured Party, including any claims secured by the Shared Collateral, in each case, to the extent not inconsistent with the terms of the First Lien Intercreditor Agreement.

Notwithstanding the equal priority of the Liens securing each series of First Lien Obligations, the Controlling Collateral Agent may deal with the Shared Collateral as if such Controlling Collateral Agent had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Parties or any other exercise by the Controlling Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Parties of any rights and remedies relating to the Shared Collateral, or to cause the Controlling Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First Lien Secured Party, any Collateral Agent or any Authorized Representative with respect to any Collateral not constituting Shared Collateral. Each of the First Lien Secured Parties has agreed that it will not (and will waive any right to) question or contest or support any other person in contesting, in any proceeding (including any insolvency or liquidation proceeding), the perfection, priority, validity, attachment or enforceability of a Lien held by or on behalf of any of the First Lien Secured Parties on all or any part of the Collateral, or the provisions of the First Lien Intercreditor Agreement; provided, that nothing in the First Lien Intercreditor Agreement shall be construed to prevent or impair the rights of any Collateral Agent or any Authorized Representative to enforce the First Lien Intercreditor Agreement.

Each First Lien Secured Party has agreed that (i) it will not challenge or question in any proceeding the validity or enforceability of any First Lien Obligations of any series or any related security document or the validity, attachment, perfection or priority of any Lien under any related security document or the validity or enforceability of the priorities, rights or duties established by or other provisions of the First Lien Intercreditor Agreement, (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Controlling Collateral Agent, (iii) except as otherwise provided in the First Lien Intercreditor Agreement, it shall have no right to (A) direct the Controlling Collateral Agent or any other First Lien Secured Party to exercise, and shall not exercise, any right, remedy or power with respect to any Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the exercise by the Controlling Collateral Agent or any other holder First Lien Secured Party of any right, remedy or power with respect to any Shared Collateral, (iv) will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Controlling Collateral Agent or any First Lien Secured Party seeking

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damages from or other relief by way of specific performance, instructions or otherwise with respect to any Shared Collateral, and none of the Controlling Collateral Agent, any Applicable Authorized Representative, or any other First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Controlling Collateral Agent, such Applicable Authorized Representative, or other First Lien Secured Party with respect to any Shared Collateral in accordance with the provisions of the First Lien Intercreditor Agreement (v) it will not seek, and waives any right to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of the First Lien Intercreditor Agreement; provided that nothing in the First Lien Intercreditor Agreement shall be construed to prevent or impair the rights of the Controlling Collateral Agent or any other First Lien Secured Party to enforce the First Lien Intercreditor Agreement.

Priority of Claims. (a) Subject to the last two paragraphs of this section, if an Event of Default (under and as defined in an instrument governing any series of First Lien Obligations) has occurred and is continuing and the Controlling Collateral Agent or any other holder of First Lien Obligations is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any bankruptcy, case of the Issuer or any Guarantor, or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than the First Lien Intercreditor Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any such Shared Collateral by the Controlling Collateral Agent or any holder of First Lien Obligations on account of such enforcement of rights or remedies or received by the Controlling Collateral Agent or any holder of First Lien Obligations pursuant to any such intercreditor agreement with respect to such Shared Collateral and the proceeds of any such payment and distribution, shall be applied as follows:

(A) first, to the payment of all amounts owing to each Collateral Agent and each Authorized Representative (each in its capacity as such) on a ratable basis pursuant to the terms of any secured credit documents governing the First Lien Obligations;

(B) second, subject to the second to last paragraph of this section, to the payment in full of the First Lien Obligations of each series on a ratable basis, with such proceeds to be applied to the First Lien Obligations of a given series in accordance with the terms of the applicable secured credit documents governing such First Lien Obligations; provided that following the commencement of any insolvency or liquidation proceeding with respect to the Issuer or any Guarantor, solely as among the holders of First Lien Obligations and solely for purposes of this clause second and not any other documents governing First Lien Obligations, in the event the value of the Shared Collateral is not sufficient for the entire amount of Post-Petition Interest on the First Lien Obligations to be allowed under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation proceeding, the amount of First Lien Obligations of each series of First Lien Obligations shall include only the maximum amount of Post-Petition Interest on the First Lien Obligations allowable under Section 506(a) and (b) of the Bankruptcy Code or any other applicable provision of the Bankruptcy Code or other bankruptcy law in such insolvency or liquidation Proceeding; and

(C) third, after payment of all First Lien Obligations, to the Issuer and the Guarantors or their successors or assigns, as their interests may appear, or to whomsoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct.

If, despite the foregoing, any holder of First Lien Obligations shall receive any payment or other recovery in excess of its portion of payments on account of the First Lien Obligations to which it is then entitled in accordance with the foregoing, such holder of First Lien Obligations shall hold such payment or recovery in trust for the benefit of all holders of First Lien Obligations and shall promptly deliver such payment or recovery to the Controlling Collateral Agent for distribution in accordance with the foregoing. Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than each holder of First Lien Obligations)

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has a Lien or security interest that is junior in priority to the security interest of any series of First Lien Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other series of First Lien Obligations (such third party, an “Intervening Creditor”), the value of any Shared Collateral or proceeds allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or proceeds to be distributed in respect of the series of First Lien Obligations with respect to which such Impairment (as defined below) exists.

Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any series of other First Lien Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, any applicable real estate laws, or any other applicable law or the secured credit documents governing the First Lien Obligations or any defect or deficiencies in the Liens securing the First Lien Obligations of any series or any other circumstance whatsoever (but, in each case, subject to the applicable provisions of the First Lien Intercreditor Agreement), each First Lien Secured Party will agree that the Liens securing each series of First Lien Obligations on any Shared Collateral will be of equal priority.

(a) Any determination by a court of competent jurisdiction with respect to the First Lien Obligations of any series that (i) the First Lien Obligations of such series are unenforceable under applicable law or are subordinated to any other obligations (other than another series of First Lien Obligations), (ii) the First Lien Obligations of such series do not have a valid and perfected security interest in any of the Collateral securing any other series of First Lien Obligations, and/or (iii) any intervening security interest exists securing any other obligations (other than any other series of First Lien Obligations) on a basis ranking prior to the security interest of such series of First Lien Obligations but junior to the security interest of any other series of First Lien Obligations or (b) the existence any Collateral for any other series of First Lien Obligations that is not Shared Collateral for such series of First Lien Obligations (any such condition referred to in the foregoing clauses (a)(i) or (b) with respect to any series of First Lien Obligations, shall be referred to as an “Impairment” of such series of First Lien Obligations); provided that the existence of a maximum claim with respect to any Material Real Property subject to a mortgage that applies to all First Lien Obligations shall not be deemed to be an Impairment of any series of First Lien Obligations. In the event of any Impairment with respect to any series of First Lien Obligations, the results of such Impairment shall be borne solely by the holders of such series of First Lien Obligations, and the rights of the holders of such series of First Lien Obligations (including, without limitation, the right to receive distributions in respect of such series of First Lien Obligations pursuant to the applicable provisions of the First Lien Intercreditor Agreement) set forth in the First Lien Intercreditor Agreement shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of such series of First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code or any equivalent provision of any other bankruptcy law), any reference to such First Lien Obligations or the secured credit documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified.

Collateral consisting of cash and Cash Equivalents pledged to secure obligations under the Credit Agreement consisting of reimbursement obligations in respect of letters of credit, including any cash and Cash Equivalents held by the Senior Credit Facilities Agent pursuant to certain sections of the Credit Agreement (or any equivalent successor provision) shall be applied as specified in the Credit Agreement and will not constitute Shared Collateral.

Turnover. If any First Lien Secured Party obtains possession of any Shared Collateral or realizes any proceeds or payment in respect of any such Shared Collateral, pursuant to any collateral documents for such series of First Lien Obligations or by the exercise of any rights available to it under applicable law or in any insolvency or liquidation proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the discharge of each series of First Lien Obligations, then it shall hold such Shared Collateral, proceeds or payment in trust for the other parties to the First Lien Intercreditor

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Agreement and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed by the Controlling Collateral Agent in accordance with the provisions described under the heading “Distribution of Enforcement Proceeds” above.

Automatic Release of Liens. If, at any time, the Controlling Collateral Agent forecloses upon or otherwise exercises remedies against any Shared Collateral resulting in a sale or disposition thereof, then (whether or not any insolvency or liquidation proceeding is pending at the time) the Liens in favor of each other Collateral Agent for the benefit of the secured parties of the applicable series upon such Shared Collateral will automatically be released and discharged as and when, but only to the extent, such Liens of the Controlling Collateral Agent on such Shared Collateral are released and discharged; provided that any proceeds of any Shared Collateral realized therefrom shall be applied as described in “Distribution of Enforcement Proceeds” above.

Certain Agreements with Respect to Bankruptcy and Insolvency Proceedings

The First Lien Intercreditor Agreement provides that it shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against the Issuer or any of its subsidiaries. The relative rights as to the Shared Collateral and proceeds thereof shall continue after the commencement of any insolvency or liquidation proceeding on the same basis as prior to the date of the petition therefor. All references in the First Lien Intercreditor Agreement to any grantor shall include such grantor as a debtor in possession and any receiver or trustee of such grantor. The parties to the First Lien Intercreditor Agreement acknowledge that the provisions thereof are intended to be enforceable as contemplated by Section 510(a) of the Bankruptcy Code or any equivalent provision of any other bankruptcy law.

The First Lien Intercreditor Agreement provides that if the Issuer and/or any Guarantor becomes subject to a case under the Bankruptcy Code or any other bankruptcy law and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) to the Issuer or any Guarantor under Section 364 of the Bankruptcy Code or any equivalent provision of any other bankruptcy law and/or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other bankruptcy law, each holder of First Lien Obligations (other than any Controlling Secured Party or the Authorized Representative of any Controlling Secured Party) will agree to raise no objections to any such financing or to the Liens on the Shared Collateral securing the same (the “DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral, unless the Controlling Collateral Agent or Authorized Representative of any Controlling Secured Party shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any holders of First Lien Obligations constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the First Lien Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth in the First Lien Intercreditor Agreement), in each case so long as:

(A) the holders of First Lien Obligations of each series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-a-vis all the other holders of First Lien Obligations as existed prior to the commencement of the bankruptcy case;

(B) the holders of First Lien Obligations of each series are granted Liens on any additional collateral pledged to any holders of First Lien Obligations as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-a-vis the First Lien Secured Parties as set forth in the First Lien Intercreditor Agreement (other than any Liens of any holders of First Lien Obligations constituting DIP Financing Liens);

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(C) if any amount of such DIP Financing or cash collateral is applied to repay any of the First Lien Obligations, such amount is applied pursuant to the applicable provisions of the First Lien Intercreditor Agreement; and

(D) if any holders of First Lien Obligations are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to the applicable provisions of the First Lien Intercreditor Agreement;

provided that the First Lien Intercreditor Agreement does not limit the right of the First Lien Secured Parties of each series to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the holders of First Lien Obligations of such series or its Authorized Representative that do not constitute Shared Collateral; and provided, further, that the holders of First

Lien Obligations receiving adequate protection shall not object to any other holder of First Lien Obligations receiving adequate protection comparable to any adequate protection granted to such holders of First Lien Obligations in connection with a DIP Financing or use of cash collateral.

The First Lien Intercreditor Agreement also provides that in the event that any of the First Lien Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under the Bankruptcy Code, any other bankruptcy law, or any similar law, or the settlement of any claim in respect thereof), be required to be returned or repaid, the terms and conditions of the applicable provisions of the First Lien Intercreditor Agreement shall be fully applicable thereto until all such First Lien Obligations shall again have been paid in full in cash.

Junior Priority Intercreditor Agreements

In the event that the Issuer or any of the Guarantors incur any Indebtedness required to be secured on a junior lien basis to the Liens on the Collateral securing the First Lien Obligations (and such Indebtedness and Liens are not prohibited by the Indentures), the Collateral Agent will enter into a junior priority intercreditor agreement to set forth the relative rights and obligations of the Senior Credit Facilities Agent, the Collateral Agent, on behalf of the holders of the Notes, and the holders of such Indebtedness. The form of such junior priority intercreditor agreement shall be as determined by the Senior Credit Facilities Agent (or if the Credit Agreement has been terminated, the Controlling Collateral Agent under the First Lien Intercreditor Agreement, and if the Collateral Agent under the Indentures is the Controlling Collateral Agent at such time, such intercreditor agreement shall provide for the subordination of Liens securing such Indebtedness to the Liens securing the notes and other intercreditor provisions with respect to such Indebtedness that are reasonably customary in the good faith determination of the Issuer (for intercreditor agreements providing junior priority liens) as certified by the Issuer to the Collateral Agent in an Officer’s Certificate).

Recordings and Opinions.

The Issuer shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of December 31 of each year, commencing with the calendar year ending December 31, 2023, an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Security Documents and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (2) stating that, in the opinion of such counsel, no such action is necessary to perfect or continue the perfection of any security interest created under any of the Security Documents.

To the extent applicable, the Issuer shall cause Trust Indenture Act Section 313(b)(1), relating to reports, and Trust Indenture Act Section 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with.

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Any release of Collateral permitted under the Indentures shall be deemed not to impair the Liens thereunder and the Security Agreement and the other Security Documents in contravention thereof. Any certificate or opinion required under Trust Indenture Act Section 314(d) may be made by an officer or legal counsel, as applicable, of the Issuer except in cases where Trust Indenture Act Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Issuer.

Notwithstanding anything to the contrary in the Indentures, the Issuer and the Guarantors shall not be required to comply with all or any portion of Trust Indenture Act Section 314(d) if they reasonably determine that under the terms of Trust Indenture Act Section 314(d) or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Trust Indenture Act Section 314(d) is inapplicable to any release or series of releases of Collateral. Without limiting the generality of the foregoing, each of the Issuer and the Guarantors may, subject to the other provisions of the Indenture and the applicable Security Documents, among other things, without any release or consent by the Trustee, the Collateral Agent or the Holders, conduct ordinary course activities with respect to the Collateral, including, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property or assets that is or has become worn out, defective, obsolete or not used or useful in the business of the Issuer and the Guarantors or otherwise in the ordinary course of business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions for any leases, contracts or other agreements or instruments; (iii) surrendering or modifying any franchise, license or permit that it may hold or own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of or adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting, selling or otherwise disposing of accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or payment of interest) from cash that is at any time part of the Collateral in the ordinary course of business; and (ix) abandoning any property (including intellectual property) that is no longer used or useful in the business of the Issuer and the Guarantors; provided, however, the Issuer’s and Guarantors’ right to rely on the above will be conditioned upon the Issuer’s delivering to the Trustee, within 30 calendar days following the end of each of June 30 and December 30 of each year, an Officer’s Certificate to the effect that all releases during such period in respect of which the Issuer did not comply with the Trust Indenture Act Section 314(d) in reliance on the above were made in the ordinary course of business.

Paying Agent and Registrar for the Notes

The Issuer will maintain one or more paying agents for the Notes. The initial paying agent for the Notes will be U.S. Bank Trust Company, National Association.

The Issuer will also maintain one or more registrars and transfer agents. The initial registrar and transfer agent with respect to the Notes will be U.S. Bank Trust Company, National Association. The registrar will maintain a register reflecting ownership of the Notes outstanding from time to time. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under the Indentures. The paying agent will make payments on the Notes, and the transfer agent will facilitate transfers of the Notes on behalf of the Issuer. Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under the Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

The Issuer may change any paying agent, registrar or transfer agent without prior notice to the Holders. The Issuer or any of its Subsidiaries may act as a paying agent, registrar or transfer agent.

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Transfer and Exchange

A Holder may transfer or exchange Notes in accordance with the Indentures. See also “Transfer Restrictions” and “Book Entry, Delivery and Form”. The registrar and the Trustee may require a Holder to furnish appropriate endorsements and transfer documents in connection with a transfer of Notes. Holders will be required to pay all taxes due on transfer. The Issuer will not be required to transfer or exchange any Note selected for redemption or tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer. Also, the Issuer and registrar will not be required to issue, register the transfer of or exchange any Note during the period of 15 days before the mailing of a notice of redemption of Notes to be redeemed.

Principal, Maturity and Interest

2028 Restricted Notes and 2028 Registered Notes (collectively, the “2028 Notes”)

The Issuer issued $750.0 million in aggregate principal amount of 2028 Restricted Notes in a private offering. The 2028 Restricted Notes will mature on May 15, 2028. The Issuer may issue additional 2028 Notes from time to time after this offering under the 2028 Indenture (“Additional 2028 Notes”). The 2028 Notes offered hereby and any Additional 2028 Notes subsequently issued under the 2028 Indenture, together with any 2028 Registered Notes issued in accordance with the Registration Rights Agreement, will be treated as a single class for all purposes under the 2028 Indenture, including waivers, amendments, redemptions and offers to purchase; provided, however, that if any such Additional 2028 Notes are not fungible with the 2028 Notes, such Additional 2028 Notes shall have a different CUSIP or ISIN number (or other applicable identifying number). Holders of Additional 2028 Notes issued will share equally and ratably in the Collateral with the holders of the 2028 Notes issued prior thereto. Unless the context requires otherwise, references to “Notes” for all purposes of the 2028 Indenture and this “Description of Registered Notes” include any Additional 2028 Notes that are actually issued. The 2028 Notes will be issued in denominations of $200,000 and any integral multiples of $1,000 in excess of $200,000. The rights of holders of beneficial interests in the 2028 Notes to receive payments on such 2028 Notes are subject to the applicable procedures of DTC.

Interest on the 2028 Notes will accrue at the rate of 5.700% per annum and will be payable semi-annually in arrears on each May 15 and November 15, commencing November 15, 2023, to the Holders of record on the immediately preceding May 1 and November 1 of each year. Interest on the 2028 Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance. Interest on the 2028 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2029 Restricted Notes and 2029 Registered Notes (collectively, the “2029 Notes”)

The Issuer issued $1,250.0 million in aggregate principal amount of 2029 Restricted Notes in a private offering. The 2029 Notes will mature on February 1, 2029. The Issuer may issue additional 2029 Notes from time to time after this offering under the 2029 Indenture (“Additional 2029 Notes”). The 2029 Notes offered hereby and any Additional 2029 Notes subsequently issued under the 2029 Indenture, together with any 2029 Registered Notes issued in accordance with the Registration Rights Agreement, will be treated as a single class for all purposes under the 2029 Indenture, including waivers, amendments, redemptions and offers to purchase; provided, however, that if any such Additional 2029 Notes are not fungible with the 2029 Notes, such Additional 2029 Notes shall have a different CUSIP or ISIN number (or other applicable identifying number). Holders of Additional 2029 Notes issued will share equally and ratably in the Collateral with the holders of the 2029 Notes issued prior thereto. Unless the context requires otherwise, references to “Notes” for all purposes of the 2029 Indenture and this “Description of Registered Notes” include any Additional 2029 Notes that are actually issued. The 2029 Notes will be issued in denominations of $2,000 and any integral multiples of $1,000 in excess of $2,000. The rights of holders of beneficial interests in the 2029 Notes to receive payments on such 2029 Notes are subject to the applicable procedures of DTC.

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Interest on the 2029 Notes will accrue at the rate of 6.250% per annum and will be payable semi-annually in arrears on each February 1 and August 1, commencing February 1, 2024, to the Holders of record on the immediately preceding January 15 and July 15 of each year. Interest on the 2029 Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance. Interest on the 2029 Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Payment of Principal, Premium and Interest

Cash payments of principal of, premium, if any, and interest on the Notes will be payable at the office or agency of the Issuer maintained for such purpose or, at the option of the Issuer, cash payment of interest may be made by check mailed to the Holders at their respective addresses set forth in the register of Holders; provided, that (1) all cash payments of principal, premium, if any, and interest with respect to (a) the Notes represented by one or more global notes registered in the name of or held by a nominee of The Depository Trust Company (“DTC”) will be made by wire transfer of immediately available funds to the accounts specified by the registered Holder or Holders thereof and (2) all cash payments of principal, premium, if any, and interest with respect to certificated Notes will be made by wire transfer to an account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the paying agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Until otherwise designated by the Issuer, the Issuer’s office or agency will be the corporate trust office of the Trustee. If a payment date is on a Legal Holiday, payment will be made on the next succeeding day that is not a Legal Holiday and no interest shall accrue for the intervening period.

Mandatory Redemption; Offers to Purchase; Open Market Purchases

The Issuer will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes. However, under certain circumstances, the Issuer may be required to offer to purchase Notes as described under “—Repurchase at the Option of Holders.”

The Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market purchases or privately negotiated transactions or pursuant to one or more tender offers or otherwise, upon such terms and conditions and at such prices or other consideration as the Issuer or any such Affiliate may determine.

Optional Redemption

Except pursuant to the immediately succeeding paragraph and as described in “—Repurchase at the Option of Holders—Change of Control Triggering Event”, neither the 2028 Notes nor the 2029 Notes, as applicable will be redeemable at the Issuer’s option prior to the Par Call Date (as defined below).

Prior to the Par Call Date, the Issuer may at its option redeem the 2028 Notes or the 2029 Notes, as applicable, in whole or in part, on one or more occasions, upon notice as described under “—Selection and Notice,” at a redemption price equal to the greater of:

• 100% of the principal amount thereof; or

• the sum, as calculated by the Issuer, of the present values of the remaining scheduled payments of principal and interest on the 2028 Notes or the 2029 Notes, as applicable, being redeemed (assuming that such Notes matured on the Par Call Date), exclusive of interest accrued to, but not including, the date of redemption (the “Redemption Date”), discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate (as defined below) plus 30 basis points (any excess of the amount described in this bullet point over the amount described in the immediately preceding bullet point, the ‘‘Make-Whole Premium’’).

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On or after the Par Call Date, the Issuer may at its option redeem the 2028 Notes or the 2029 Notes, as applicable, in whole or in part, on one or more occasions, upon notice as described under “—Selection and Notice,” at a redemption price equal to 100.000% of the principal amount of the applicable Notes to be redeemed.

In each case, we will also pay the accrued and unpaid interest on the principal amount being redeemed to, but not including, the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date.

As used herein:

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Bank as having a constant maturity comparable to the remaining term of the 2028 Notes or the 2029 Notes, as applicable, to be redeemed (assuming that such Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes (assuming that such Notes matured on the Par Call Date).

“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Bank obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Independent Investment Bank” means one of the Reference Treasury Dealers that the Issuer appoints to act as the Independent Investment Bank from time to time.

“Par Call Date” means, with respect to the 2028 Notes, April 15, 2028 and, with respect to the 2029 Notes, January 1, 2029 (one month prior to the respective maturity dates of the applicable Notes).

“Reference Treasury Dealer” means (1) with respect to the 2028 Notes, Goldman Sachs & Co. LLC and its successors, and with respect to the 2029 Notes, J.P. Morgan Securities LLC and its successors, unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), in which case we will substitute another Primary Treasury Dealer and (2) any other Primary Treasury Dealer(s) we select.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Bank, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Bank by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date.

“Treasury Rate” means, with respect to any Redemption Date, (i) the yield, calculated as the average of the five most recent daily rates published in the statistical release(s) designated ‘‘H.15’’ or any successor publication which is published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Par Call Date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (ii) if the release referred to above (or any successor release) is not published during the week preceding the calculation date or does not contain the yields referred to above, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a

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percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate will be calculated at 5:00 p.m. (New York City time) on the third business day preceding such Redemption Date. As used in the immediately preceding sentence and in the definition of “Reference Treasury Dealer Quotations” above, the term “business day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or obligated by law or executive order to close.

Notice of any redemption described herein, may be given prior to the completion thereof, and any such redemption or notice may, at the Issuer’s discretion, be subject to one or more conditions precedent. In addition, if such redemption is subject to satisfaction of one or more conditions precedent, such notice of redemption shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the redemption date as stated in such notice, or by the redemption date as so delayed. The Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.

Selection and Notice

If the Issuer is redeeming less than all of the 2028 Notes or the 2029 Notes issued under the 2028 Indenture or the 2029 Indenture, as applicable, at any time, the Trustee will select the 2028 Notes or the 2029 Notes, as applicable, to be redeemed (1) if the 2028 Notes or the 2029 Notes, as applicable, are listed on an exchange, in compliance with the requirements of such exchange or (2) if the 2028 Notes or the 2029 Notes, as applicable, are not listed on an exchange, on a pro rata basis to the extent practicable, or, if the pro rata basis is not practicable for any reason, by lot or by such other method as the Trustee shall deem fair and appropriate in accordance with the procedures of DTC. No 2028 Notes of $200,000 or less may be redeemed in part. No 2029 Notes of $2,000 or less may be redeemed in part.

Notices of redemption shall be delivered electronically or mailed by first-class mail, postage prepaid, at least 10 but not more than 60 days before the redemption date to each Holder at such Holder’s registered address or otherwise in accordance with the procedures of DTC, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is (a) issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indentures or (b) subject to one or more conditions precedent and such redemption date is delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion). If any Note is to be redeemed in part only, any notice of redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be redeemed.

With respect to Notes represented by certificated notes, the Issuer will issue a new Note in a principal amount equal to the unredeemed portion of the original Note in the name of the Holder upon cancellation of the original Note; provided, that new 2028 Notes will only be issued in denominations of $200,000 and integral multiples of $1,000 in excess of $200,000 and provided further, that the new 2029 Notes will only be issued in denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. Subject to the satisfaction of any conditions precedent relating thereto, Notes called for redemption will become due on the date fixed for redemption. On and after the Redemption Date, interest will cease to accrue on the Notes or portions of them called for redemption.

Repurchase at the Option of Holders

Change of Control Triggering Event

The Indentures provide that if a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding 2028

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Notes or the 2029 Notes, as applicable, as described under “—Optional Redemption,” the Issuer will make an offer to purchase all of the applicable Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date prior to such repurchase. Within 60 days following any Change of Control Triggering Event, the Issuer will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the security register or otherwise in accordance with the procedures of DTC, with the following information:

(1) that a Change of Control Offer is being made pursuant to the covenant entitled “Change of Control Triggering Event” and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;

(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control Triggering Event) in the event that the occurrence of the Change of Control Triggering Event is delayed;

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest; (4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(4) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(5) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided, that the paying agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(6) that Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the 2028 Notes must be equal to at least $200,000 or any integral multiple of $1,000 in excess of $200,000 and the unpurchased portion of the 2029 Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess of $2,000;

(7) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and, if applicable, stating that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the date the notice was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Issuer in its sole discretion) by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied; and

(8) the other instructions, as determined by the Issuer, consistent with the covenant described hereunder, that a Holder must follow in order to have its Notes repurchased.

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The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes by the Issuer pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indentures, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indentures by virtue thereof.

On the Change of Control Payment Date, the Issuer will, to the extent permitted by law:

(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3) deliver, or cause to be delivered, to the Trustee an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer and, at the Issuer’s option, the Notes so accepted for cancellation.

The occurrence of a Change of Control Triggering Event under the Indentures would likely constitute a default under the Senior Credit Facilities that would permit the lenders to accelerate the maturity of borrowings thereunder and would also likely require the issuer of the Existing Senior Notes to offer to repurchase the Existing Senior Notes under the Existing Senior Notes Indentures. Future Indebtedness of the Issuer or of any of its Restricted Subsidiaries may also contain prohibitions on certain events which would constitute a Change of Control Triggering Event or require such Indebtedness to be repurchased upon a Change of Control Triggering Event. Moreover, the exercise by the Holders of their right to require the Issuer to repurchase the Notes could cause a default under such Indebtedness, even if a Change of Control Triggering Event itself does not, due to the financial effect of such repurchase on the Issuer.

Future credit agreements or other similar agreements to which the Issuer or its Restricted Subsidiaries may become a party may contain restrictions on the Issuer’s ability to repurchase Notes. In the event a Change of Control Triggering Event occurs at a time when the Issuer is prohibited from purchasing Notes, the Issuer could seek the consent of its lenders to the repurchase of Notes or could attempt to refinance the borrowings under the credit agreements or other similar agreements that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, the Issuer will remain prohibited from repurchasing Notes. In such a case, the Issuer’s failure to repurchase tendered Notes would constitute an Event of Default under the Indentures which would, in turn, likely constitute a default under such other agreements.

Our ability to pay cash to the Holders following the occurrence of a Change of Control Triggering Event may be limited by our then-existing financial resources, and sufficient funds may not be available when necessary to make any required repurchases. See “Risk Factors—Risks Related to the Notes—We may be unable to repurchase the notes upon a change of control.”

The Change of Control Triggering Event purchase feature of the Notes may in certain circumstances make more difficult or discourage a sale or takeover of us and, thus, the removal of incumbent management. The Change of Control Triggering Event purchase feature is a result of negotiations between the Initial Purchasers and us. We have no present intention to engage in a transaction involving a Change of Control Triggering Event, although it is possible that we could decide to do so in the future. Subject to the limitations discussed below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control Triggering Event under the Indentures, but that could increase the amount of Indebtedness outstanding at such time or otherwise affect our capital structure or credit ratings.

The Issuer will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in

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compliance with the requirements set forth in the Indentures applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding 2028 Notes or 2029 Notes, as applicable, validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuer purchases, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuer purchases, all of the 2028 Notes or 2029 Notes, as applicable, validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all 2028 Notes or 2029 Notes, as applicable, that remain outstanding following such purchase at a price equal to (x) in the case of a Change of Control Offer, 101.0% of the principal amount thereof and (y) in the case of any other tender offer, the price offered to Holders in such other tender offer, plus, in the case of each of (x) and (y), to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to the redemption date (subject to the right of the Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).

Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer.

The definition of “Change of Control” includes a disposition of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to certain Persons. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise, established definition of the phrase under applicable law. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “all or substantially all” of the assets of the Issuer and its Subsidiaries, taken as a whole. As a result, it may be unclear as to whether a Change of Control has occurred and whether a Holder may require the Issuer to make an offer to repurchase the Notes as described above.

The provisions under the Indentures relative to the Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control Triggering Event may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.

Certain Covenants

Set forth below are summaries of certain covenants that are contained in the Indentures. The Indentures do not restrict or prevent the Issuer or any of its Subsidiaries from incurring any Indebtedness except as provided below.

Limitation on Liens

The Indentures provide that, except as described under “Exception to Limitations” below, the Issuer will not, and will not permit any Guarantor to, create, incur or assume any Lien (except Permitted Liens) that secures any Indebtedness for borrowed money of the Issuer or any Guarantor on the Collateral or any of its Principal Personal or Real Property (whether now owned or hereafter acquired).

The expansion of Liens by virtue of accretion or amortization of original issue discount (excluding accretion or amortization that is expressly provided for in the agreement providing for the applicable Indebtedness that is a zero coupon or similar discount yield instrument) and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this covenant.

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For purposes of determining compliance with this covenant, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens or may be incurred in compliance with the terms described under “Exception to Limitations” below, the Issuer shall, in its sole discretion, classify or may subsequently reclassify at any time such Lien (or any portion thereof) in any manner that complies with this covenant (including by complying with the terms described under “Exception to Limitations” below) and the definition of Permitted Liens.

Limitations on Sale and Lease-Back Transactions

The Indentures provide that, except as described under “Exception to Limitations” below, the Issuer will not, and will not permit any Guarantor to, consummate any Sale and Lease-Back Transaction with respect to any Principal Personal or Real Property with another Person (other than with the Issuer or a Guarantor) unless:

(1) the Issuer or such Guarantor could incur Indebtedness secured by a Lien on the property which would constitute a Permitted Lien; or

(2) the property leased pursuant to such arrangement is sold for a price at least equal to such property’s fair value (as determined by the Issuer in good faith); or

(3) within 360 days of the effective date of any such Sale and Lease-Back Transaction, the Issuer applies the Net Proceeds of the sale of the leased property, less the amount of Net Proceeds used to prepay, redeem or purchase the Notes, to the prepayment or retirement of Funded Debt of the Issuer and its Subsidiaries (which may include the Notes) and/or the acquisition, construction or improvement of any property.

Exception to Limitations

Notwithstanding the foregoing covenant provisions described above under “—Limitations on Liens” and “—Limitations on Sale and Lease-Back Transactions,” the Issuer and any Guarantor may (1) create, incur or assume any Lien upon any property, assets or revenues, or (2) consummate any Sale and Lease-Back Transaction if: (i) the aggregate outstanding principal amount of all Secured Indebtedness for borrowed money of the Issuer and the Guarantors that is secured by Liens on any Principal Personal or Real Property plus (ii) the aggregate Attributable Indebtedness in respect of Sale and Lease-Back Transactions that is subject to the restriction on Sale and Lease-Back Transactions described above does not exceed an amount that would cause the Senior Secured Net Leverage Ratio for the Test Period immediately preceding the creation, incurrence or assumption of such a Lien or consummation of such Sale and Lease-Back Transaction, as applicable, to be greater than 4.00 to 1.00, calculated on a pro forma basis after giving effect to the creation, incurrence or assumption of such Lien described above and/or such Attributable Indebtedness in respect of Sale and Lease-Back Transactions that is subject to the restriction on Sale and Lease-Back Transactions described above. The Issuer and any Guarantor may guarantee or provide a security interest in respect of any Indebtedness secured by any Lien created, incurred or assumed and any Sale and Lease-Back Transaction consummated, in each case, in compliance with the terms described in this paragraph.

In the event any Lien is created, incurred or assumed or any Sale and Lease-Back Transaction is consummated, in each case, in reliance upon compliance with the Senior Secured Net Leverage Ratio described above concurrently with the creation, incurrence or assumption of any Permitted Lien, then solely for purposes of calculating the Senior Secured Net Leverage Ratio at such time (but, for the avoidance of doubt, not in any subsequent calculation of the Senior Secured Net Leverage Ratio at a subsequent time), the Senior Secured Net Leverage Ratio will be calculated without regard to the creation, incurrence or assumption of any Indebtedness secured by such Permitted Lien.

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Merger, Consolidation or Sale of All or Substantially All Assets

The Issuer may not: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving Person); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1) either: (a) the Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a Person organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof; provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Issuer under the Notes pursuant to a supplemental indenture and executes joinder agreements to the Security Documents or new Security Documents providing for a pledge of its assets as Collateral for the Notes and takes all actions required by the Security Documents to perfect the Liens created by the Security Documents; and

(3) immediately after giving pro forma effect to such transaction or series of transactions and any related financing transactions, no Event of Default exists.

This “Merger, Consolidation or Sale of All or Substantially All Assets” covenant will not apply to a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and any of the Subsidiary Guarantors.

Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of the Issuer and its Subsidiaries, taken as a whole, in accordance with the foregoing provisions, the successor Person formed by such consolidation or into which the Issuer is merged or to which such sale, assignment, transfer, conveyance, lease or other disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under the Indentures and the Security Documents with the same effect as if such successor had been named as the Issuer therein. When a successor assumes all the obligations of its predecessor under the Indentures, the Notes and the Security Documents following a consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets of the predecessor in accordance with the foregoing provisions, the predecessor shall be automatically released from those obligations.

Additional Subsidiary Guarantees

If the Issuer or any Wholly-Owned Subsidiary that is a Restricted Subsidiary acquires or creates another Wholly-Owned Subsidiary that is a Restricted Subsidiary (other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary) after the applicable Issue Date that provides a guarantee of the Issuer’s obligations under any Credit Facility (including the Senior Credit Facilities) with an aggregate principal or committed amount of at least $600.0 million, then, within 60 days after such Restricted Subsidiary provides such guarantee, such newly acquired or created Restricted Subsidiary will (x) execute a supplemental indenture to each Indenture providing for a Guarantee by such Restricted Subsidiary and (y) joinder agreements to the Security Documents or new Security Documents providing for a pledge of its assets as Collateral for the Notes and take all actions required by the Security Documents to perfect the Liens created by the Security Documents; provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60-day period described above.

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Reports and Other Information

Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Issuer shall furnish to the Trustee and Holders of the Notes (without exhibits) or post on its website (which may be password protected so long as the password is made promptly available by the Issuer to the Holders, research analysts and prospective purchasers upon request) no later than 15 days after the dates specified below:

(1) within 90 days after the end of each fiscal year (beginning with the fiscal year ending after the applicable Issue Date), annual reports containing substantially all of the information required to be contained in an Annual Report on Form 10-K if the Issuer had been a reporting company under the Exchange Act (but only to the extent similar information is included in the offering memorandum for the Restricted Notes); provided, that the Issuer shall not be required to provide the information otherwise required to be presented by reporting companies under the Exchange Act pursuant to Part III of Form 10-K except for such information as would be required by Item 401 of Regulation S-K (other than the information required by subsections (c) and (g) of such item), Item 403(a) of Regulation S-K and Item 404 of Regulation S-K (assuming a transaction threshold of $2.5 million rather than $120,000 and other than information with respect to employment and compensation arrangements and the information required by Item 404(b));

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports containing substantially all of the information required to be contained in a Quarterly Report on Form 10-Q if the Issuer had been a reporting company under the Exchange Act (but only to the extent similar information is included in the offering memorandum for the Restricted Notes); and

(3) within the later of 15 days after the occurrence of the specified event or within five (5) Business Days of the date on which an event would have been required to be reported on a Form 8-K (as in effect on the applicable Issue Date), information pursuant to Items 1.01 (Entry into a Material Definitive Agreement), 1.02 (Termination of a Material Definitive Agreement), 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets), 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 2.06 (Material Impairment), 4.01 (Changes in Registrant’s Certifying Accountants), 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review), 5.01 (Changes in Control of Registrant), 5.02(a), (b) or (c) (Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensation Arrangements of Certain Officers) (other than any information relating to compensation arrangements with any directors or officers) and 9.01(a) (Financial Statements and Exhibits) (but only with respect to historical financial statements relating to transactions required to be reported pursuant to Item 2.01 and involving acquisitions of Persons that had revenues in excess of $500.0 million for the last four completed fiscal quarters prior to the consummation of the acquisition) of a Current Report on Form 8-K (as in effect of the applicable Issue Date); provided, that (a) no such report or information will be required to be so furnished if the Issuer determines in good faith that such event is not material to the Holders or the business, assets, operations or financial condition of the Issuer and its Restricted Subsidiaries, taken as a whole and (b) trade secrets and other confidential information that is competitively sensitive in the good faith and reasonable determination of the Issuer may be excluded from disclosures.

The reports required pursuant to clauses (1), (2) and (3) above will not be required to comply with (i) Section 302, Section 404 or Section 906 of the Sarbanes-Oxley Act of 2002, (ii) related Items 307 and 308 of Regulation S-K promulgated by the SEC, (iii) Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein) or any comparable successor provision and (iv) Regulation S-X Rule 3-10.

The reports required pursuant to clauses (1), (2) and (3) above will be required to comply with Section 314(a) of the Trust Indenture Act.

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So long as any Notes are outstanding, the Issuer will also:

(A) issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the delivery or posting of the annual and quarterly reports required by clauses (1) and (2) above announcing the date on which such reports will be made available to the Holders and directing Holders, research analysts and prospective purchasers to contact the investor relations office of the Issuer to obtain copies of such reports;

(B) maintain a website (which may be password protected so long as the password is made promptly available by the Issuer to Holders, research analysts and prospective purchasers) to which all of the reports and press releases required by this covenant are posted; and

(C) host and participate in customary quarterly conference calls (which may be a single conference call together with investors holding other securities of the Issuer and/or its Restricted Subsidiaries and/or any direct or indirect parent of the Issuer) to discuss operating results and related matters. The Issuer shall issue a press release which will provide the date and time of any such call and will direct Holders, prospective purchasers and research analysts to contact the investor relations office of the Issuer to obtain access to the conference call;

provided, that the Issuer shall not be required to undertake the actions set forth in clauses (A), (B) and (C) above at any time that the Issuer or any direct or indirect parent thereof is otherwise undertaking similar actions on behalf of, and making similar information available to, investors holding other securities of the Issuer or any direct or indirect parent thereof; provided, further that such information described in the immediately preceding proviso is made available to the Holders.

In addition, to the extent not satisfied by the foregoing, the Issuer will, for so long as any Notes are outstanding, furnish to Holders and to prospective purchasers, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act and the Issuer shall also comply with the provisions of the Trust Indenture Act Section 314(a).

The Indentures permit the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to a direct or indirect parent company; provided that, if and for so long as such parent company shall have Independent Assets or Operations (as defined below), the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent company, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a stand-alone basis, on the other hand. “Independent Assets or Operations” means, with respect to any such parent company, that such parent company’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment in the Issuer and the Restricted Subsidiaries), determined in accordance with GAAP and as shown on the most recent balance sheet of such parent company, is more than 3.0% of such parent company’s corresponding consolidated amount.

Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (3) under “—Events of Default and Remedies” until 120 days after the date any report hereunder is due.

To the extent any information is not provided within the time periods specified in this section “—Reports and Other Information” and such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured.

The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of such reports, information and documents to the Trustee is for informational purposes only, and the Trustee’s receipt thereof

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shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants under this Indenture (as to which the Trustee is entitled to certificates). It is understood that the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s compliance with the covenants and shall have no obligation whatsoever to determine whether or not such information, documents or reports have been posted on the Issuer’s website or filed with the SEC or to participate in any conference calls.

After-Acquired Property

The Indentures provide that, from and after the applicable Issue Date, upon the acquisition by the Issuer or any Guarantor of any After-Acquired Property, the Issuer or such Guarantor shall execute and deliver such security instruments, mortgages, financing statements and certificates, in each case in form and substance necessary to grant to the Collateral Agent a perfected security interest as required under the Indentures or the Security Documents, subject only to Permitted Liens, in such After-Acquired Property and to have such After-Acquired Property (but subject to certain limitations, if applicable, including as described under “—Security”) added to the Collateral, and thereupon all provisions of the Indentures and the Security Documents relating to the Collateral shall be deemed to relate to such After-Acquired Property to the same extent and with the same force and effect. If the Issuer or any Guarantor shall take any action following the applicable Issue Date to grant, perfect or establish a lien on and/or security interest in any of its assets or properties to secure Obligations under the Senior Credit Facilities, then, subject to the First Lien Intercreditor Agreement, such Issuer or Guarantor shall, substantially concurrently therewith, take the corresponding actions in favor of the Collateral Agent in order to provide a corresponding benefit to the Collateral Agent for its benefit and the benefit of the Trustee and holders of the Notes; provided that if such actions are taken solely outside of the United States with respect to assets of, or Equity Interests issued by, Foreign Subsidiaries that are borrowers or guarantors under the Senior Secured Credit Facilities, such actions outside of the United States will not be required to be taken for the benefit of the Collateral Agent, the Trustee and the holders of the Notes.

Further Assurances

Subject to the limitations set forth in the Security Documents, the Indentures provide that the Issuer and each of the Guarantors will execute, deliver and file, if applicable, any and all further documents, financing statements, agreements and instruments, and take all further action that may be reasonably required under applicable law (including the filing of continuation financing statements and amendments to financing statements), or that the Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Security Documents in the Collateral.

Events of Default and Remedies

The Indentures provide that each of the following is an Event of Default:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest on or with respect to the Notes;

(3) failure by the Issuer or any Guarantor for 90 days after receipt of the written notice described below to comply with any of its obligations, covenants or agreements (other than a default referred to in clause (1) or (2) above) contained in the Indentures or the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Holdings, the Issuer or any of its Significant Subsidiaries or the payment of which is guaranteed by Holdings, the Issuer or any of its Significant Subsidiaries, other than Indebtedness owed to Holdings, the Issuer or a Restricted

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Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(a) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(b) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at its stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, at any one time outstanding is in excess of the greater of (x) $600.0 million and (y) 20% of EBITDA for the most recently ended Test Period;

without such Indebtedness having been discharged or such acceleration rescinded, waived or annulled within 30 days after receipt of the written notice described below;

(5) failure by Holdings, the Issuer or any Guarantor that is a Significant Subsidiary to pay final judgments aggregating in excess of the greater of (x) $600.0 million and (y) 20% of EBITDA for the most recently ended Test Period (net of amounts covered by insurance policies issued by reputable insurance companies), which final judgments remain unpaid, undischarged, unwaived and unstayed for a period of more than 90 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) certain events of bankruptcy or insolvency with respect to Holdings, the Issuer or any Guarantor that is a Significant Subsidiary;

(7) the Guarantee by Holdings or any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void in a final non-appealable judgment of a court of competent jurisdiction or any responsible officer of Holdings or any Guarantor that is a Significant Subsidiary, denies in writing that it has any further liability under its Guarantee or gives written notice to such effect, other than by reason of the termination of the applicable Indenture or the release of any such Guarantee in accordance with such Indenture;

(8) unless all Collateral has been released from the Liens in accordance with the provisions of the Security Documents and the applicable Indenture, a security interest in a material portion of Collateral shall cease to be a valid and perfected security interest in favor of the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders, except as contemplated by the Indentures and the Security Documents, or the Issuer shall assert or any Guarantor shall assert, in any pleading in a court of competent jurisdiction, that any such security interest is invalid or unenforceable; and

(9) the failure of Holdings, the Issuer or any Guarantor that is a Significant Subsidiary to comply for 60 days after receipt of written notice described below with its other agreements contained in the Security Documents, except for a failure that would not be material to the whole of the Notes and without materially affecting the value of the Collateral taken as a whole.

A Default under clause (3), (4), (5) or (9) will not become an Event of Default until the Trustee or the Holders of at least 30.0% in principal amount of the 2028 Notes or 2029 Notes, as applicable, then outstanding notify the Issuer of the Default and the Issuer does not cure such Default within the time period specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default”.

If any Event of Default (other than of a type specified in clause (6) above with respect to the Issuer) occurs and is continuing under the applicable Indenture, the Trustee or the Holders of at least 30.0% in principal amount

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of the then total outstanding 2028 Notes or 2029 Notes, as applicable, by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding 2028 Notes or 2029 Notes, as applicable, to be due and payable immediately.

Upon the effectiveness of such declaration, the principal of, premium, if any, and interest on the applicable Notes will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section with respect to the Issuer, all outstanding applicable Notes will become due and payable without further action or notice. The Indentures provide that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee will have no obligation to accelerate the applicable Notes if in the best judgment of the Trustee acceleration is not in the best interests of the Holders of the applicable Notes.

The Indentures provide that the Holders of a majority in aggregate principal amount of the then outstanding 2028 Notes or 2029 Notes, as applicable, by written notice to the Trustee may on behalf of the Holders of all of the 2028 Notes or the 2029 Notes, as applicable, waive any existing Default and its consequences under the applicable Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind any acceleration with respect to the 2028 Notes or the 2029 Notes, as applicable, and its consequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction). In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the 2028 Notes or the 2029 Notes, as applicable) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged;

(2) the requisite holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured, waived or is otherwise no longer continuing.

In case an Event of Default occurs and is continuing, the Trustee and the Collateral Agent will be under no obligation to exercise any of the rights or powers under the Indentures at the request or direction of any of the Holders unless the Holders have offered to the Trustee or the Collateral Agent, as applicable, indemnity or security reasonably satisfactory to the Trustee or the Collateral Agent, as applicable, against any loss, liability or expense. No Holder may pursue any remedy with respect to the Indentures or the Notes (subject to the First Lien Intercreditor Agreement) unless:

(1) such Holder has previously given the Trustee and the Collateral Agent written notice that an

(2) Event of Default is continuing;

(3) Holders of at least 30.0% in principal amount of the total outstanding 2028 Notes or 2029 Notes, as applicable, have requested in writing the Trustee and/or the Collateral Agent to pursue the remedy;

(4) Holders of the 2028 Notes or the 2029 Notes, as applicable, have offered the Trustee and/or the Collateral Agent, as applicable, security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(5) the Trustee and/or the Collateral Agent, as applicable, has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(6) Holders of a majority in principal amount of the total outstanding 2028 Notes or the 2029 Notes, as applicable, have not given the Trustee or the Collateral Agent, as applicable, a direction inconsistent with such written request within such 60-day period.

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Subject to certain restrictions, under the Indentures the Holders of a majority in principal amount of the total outstanding 2028 Notes or 2029 Notes, as applicable, are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Collateral Agent or of exercising any trust or power conferred on the Trustee or the Collateral Agent. The Trustee or the Collateral Agent, however, may refuse to follow any direction that conflicts with law or the Indentures or that the Trustee or the Collateral Agent determines is unduly prejudicial to the rights of any other Holder (provided, however, that neither the Trustee nor the Collateral Agent shall have an affirmative duty to determine whether any such direction is unduly prejudicial to the rights of any other Holder) or that would involve the Trustee or the Collateral Agent in personal liability.

The Indentures provide that the Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indentures, and the Issuer is required, within twenty (20) Business Days, after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default.

The Indentures provide that the Trustee is required to deliver to each Holder within 60 days after December 1 beginning with December 1, 2024, and so long as Notes remain outstanding, a brief report dated as of December 1 in accordance with, and to the extent required under, Trust Indenture Act Section 313(a), and comply with Trust Indenture Act Section 313(b)-(d).

No Personal Liability of Directors, Officers, Employees and Stockholders

No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their parent companies or subsidiaries (other than the Issuer and the Guarantors) shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees, the Indentures or any Security Document or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws, and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

The obligations of the Issuer and the Guarantors under the 2028 Indenture or the 2029 Indenture, as applicable will terminate (other than certain obligations) and will be released upon payment in full of all of the 2028 Notes or the 2029 Notes, as applicable. The Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the 2028 Notes or the 2029 Notes and have each Guarantor’s obligation discharged with respect to its Guarantee and have its and each Guarantor’s obligations discharged with respect to the Security Documents (“Legal Defeasance”) and cure all then existing Events of Default except for:

(1) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to the Indentures;

(2) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties, indemnities and immunities of the Trustee and the Collateral Agent, and the Issuer’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indentures.

In addition, the Issuer may, at its option and at any time, elect to have its obligations and those of each Guarantor released with respect to certain covenants in the Indentures, including the obligations described under “—Repurchase at the Option of Holders—Change of Control Triggering Event” and the obligations described

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under “—Certain Covenants” (“Covenant Defeasance”), and thereafter any omission to comply with such obligations shall not constitute a Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuer) described under “—Events of Default and Remedies” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. Dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient (to the extent such amounts consist of U.S. Government Obligations, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm) to pay the principal of, premium, if any, and interest due on the 2028 Notes or the 2029 Notes, as applicable, on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on such Notes, and the Issuer must specify whether such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of the applicable Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Make-Whole Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. The amount of any Make-Whole Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Make-Whole Premium Deficit that confirms that such Make-Whole Premium Deficit shall be applied toward such redemption. The Trustee shall have no liability whatsoever in the event that such Make-Whole Premium Deficit is not in fact paid after any legal or covenant defeasance;

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions (a) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling or (b) since the issuance of the 2028 Notes or the 2029 Notes, as applicable, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the beneficial owners of the 2028 Notes or the 2029 Notes, as applicable, will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens and the consummation of other transactions in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement, instrument or documents (other than the applicable Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens and the consummation of other transactions in connection therewith);

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(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and

(7) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Notwithstanding the foregoing, any Opinion of Counsel required by the immediately preceding paragraph with respect to legal defeasance need not be delivered if all of the 2028 Notes or 2029 Notes, as applicable, not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

The Collateral will be released from the Lien securing the 2028 Notes or 2029 Notes, as applicable, as provided under the caption “—Release of Collateral,” upon a legal defeasance or covenant defeasance in accordance with the provisions described above.

Satisfaction and Discharge

Each of the 2028 Indenture and the 2029 Indenture, as applicable, will be discharged and will cease to be of further effect as to all 2028 Notes or 2029 Notes, as applicable, and any Collateral then securing the 2028 Restricted Notes or 2029 Restricted Notes, as applicable, shall be automatically released, when either:

(1) all 2028 Notes or 2029 Notes, as applicable, theretofore authenticated and delivered, except lost, stolen or destroyed 2028 Notes or 2029 Notes, as applicable, which have been replaced or paid and 2028 Notes or 2029 Notes, as applicable, for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (2)(a) all 2028 Notes or 2029 Notes, as applicable, not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. Dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the applicable Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided, that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of the applicable Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Make-Whole Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. The amount of any Make-Whole Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Make-Whole Premium Deficit that confirms that such Make-Whole Premium Deficit shall be applied toward such redemption. The Trustee shall have no liability whatsoever in the event that such Make-Whole Premium is not in fact paid in connection with such redemption;

(b) the Issuer has paid or caused to be paid all sums payable by it under the applicable Indenture; and

(c) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the applicable Notes at maturity or the redemption date, as the case may be.

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In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Amendment, Supplement and Waiver

Except as provided in the succeeding paragraphs of this “—Amendment, Supplement and Waiver” section, the Indentures, any Guarantee, the Notes, the Security Documents and the Intercreditor Agreements may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, the applicable Notes, and any existing Default or compliance with any provision of the applicable Indenture or the applicable Notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding applicable Notes, including consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, the applicable Notes or the 2029 Notes, in each case, other than Notes beneficially owned by the Issuer or its Affiliates.

The Indentures provide that, without the consent of each affected Holder, an amendment or waiver may not, with respect to any Notes held by a non-consenting Holder:

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed final maturity of any such Note or reduce the premium payable upon the redemption of such Notes on any date (other than provisions relating to the covenants described above under “—Repurchase at the Option of Holders”); provided that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Notes;

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indentures or any Guarantee which cannot be amended or modified without the consent of all affected Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of the Indentures relating to waivers of past Defaults;

(7) make any change in these amendment and waiver provisions that is materially adverse to the Holders;

(8) make any change to or modify the ranking of the Notes that would adversely affect the Holders, except as permitted or required by the Indentures or the Intercreditor Agreements; or

(9) except as expressly permitted by the Indentures, modify the Guarantees of Holdings or any Significant Subsidiary in any manner materially adverse to the Holders.

Additionally, without the consent of Holders of at least 66 2/3% in principal amount of the applicable Notes then outstanding, no such amendment, waiver or modification will release all or substantially all of the Collateral from the Liens securing the applicable Notes or the 2029 Notes and the applicable Guarantees.

Notwithstanding the foregoing, the Issuer, any Guarantor (with respect to a Guarantee or the Indentures to which it is a party) and the Trustee and the Collateral Agent, as applicable, may amend or supplement the Indentures, any Guarantee, any Security Document, any Intercreditor Agreement or Notes without the consent of any Holder:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

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(3) to comply with the covenant relating to mergers, consolidations and sales of assets;

(4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under the Indentures of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;

(7) to add additional assets as Collateral, to release Collateral from the Lien pursuant to the Indentures, the Security Documents and the Intercreditor Agreements when permitted or required by the Indentures, the Security Documents or the Intercreditor Agreements and to modify the Security Documents and/or the Intercreditor Agreements to add additional secured creditors holding Obligations that are permitted under the Indentures to constitute First Lien Obligations under the applicable Intercreditor Agreement pursuant to the terms of the Indentures and to add additional secured creditors holding obligations that are secured by a Lien permitted by the Indentures as junior lien obligations under any junior priority intercreditor agreement;

(8) to evidence and provide for the acceptance and appointment under the Indentures, any Intercreditor Agreement, or any Security Document, as applicable, of a successor Trustee or Collateral Agent thereunder pursuant to the requirements thereof;

(9) to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

(10) to add a Guarantors under the Indentures or to release a Guarantor in accordance with the terms of the Indentures;

(11) to conform the text of the Indentures, Guarantees, any Security Documents, any Intercreditor Agreement or the Notes to any provision of this “Description of the Registered Notes” to the extent that such provision in this “Description of the Registered Notes” was intended to be a verbatim recitation of a provision of the Indentures, Guarantee, any Security Document, any Intercreditor Agreement or the Notes, as provided to the Trustee or the Collateral Agent, as applicable, in an Officer’s Certificate;

(12) to make any amendment to the provisions of the Indentures relating to the transfer and legending of Notes as permitted by the Indentures, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with the Indentures as so amended would not result in Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes (as determined in good faith by the Issuer); or

(13) to provide for the issuance of Additional 2028 Notes or Additional 2029 Notes, as applicable in accordance with the terms of the applicable Indenture. The consent of the Holders is not necessary under the Indentures to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Concerning the Trustee and Collateral Agent

U.S. Bank Trust Company, National Association is the Trustee and Collateral Agent under each of the Indentures. The Indentures provide that if an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by the Indentures on behalf of the Holders, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

The Indentures set out the terms under which the Trustee, the Collateral Agent or an Agent may resign or be removed and replaced. Any removal or resignation of the Trustee or the Collateral Agent shall not become effective until the acceptance of appointment by the successor Trustee or Collateral Agent, as applicable.

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The Indentures contain provisions for the indemnification of the Trustee and Collateral Agent for any loss, liability, taxes and expenses incurred without gross negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of the Indentures and the performance of its duties thereunder. The Trustee and Collateral Agent are not required to expend or risk its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties under the Indentures.

The Indentures contain certain limitations on the rights of the Trustee and the Collateral Agent thereunder, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee and Collateral Agent are permitted to engage in other transactions; provided, however, if it acquires any conflicting interest, it must eliminate such conflict within 90 days or resign.

Governing Law

The Indentures, the Notes, any Guarantee, the Security Documents and the Intercreditor Agreements are governed by and construed in accordance with the laws of the State of New York.

Limited Condition Transactions

When calculating any applicable ratio, Consolidated Net Income or EBITDA or determining the satisfaction of all other conditions precedent in connection with a Limited Condition Transaction, the date of determination of such ratio, Consolidated Net Income or EBITDA or compliance with any condition precedent, shall, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be the LCT Test Date, and, if after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, the Issuer could have consummated such Limited Condition Transaction on the relevant LCT Test Date in compliance with such ratio or other provision, such ratio or other provision shall be deemed to have been complied with. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in EBITDA or other components of such ratio) or other provision at or prior to the consummation of the relevant Limited Condition Transaction, such ratios and other provisions will not be deemed to have been failed to have been exceeded or satisfied, respectively, as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction and related transactions are permitted hereunder and (ii) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction, unless (x) on such date an Event of Default described in clause (1) or (2) of the first paragraph of “—Events of Default and Remedies” or, solely with respect to the Issuer, an Event of Default described in clause (6) of the first paragraph of “—Events of Default and Remedies” shall be continuing or (y) the Issuer subsequently elects, in its sole discretion, to test such ratios and baskets on the date such Limited Condition Transaction and related transactions are consummated.

If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or other provision on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or other provision shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expired.

Certain Definitions

Set forth below are certain defined terms used in the Indentures. For purposes of the Indentures and this “Description of Senior Secured Notes”, unless otherwise specifically indicated, the term “consolidated” with

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respect to any Person refers to such Person consolidated with its Restricted Subsidiaries and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

“2016 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the 2016 Transactions.

“2016 Transactions” means, collectively, (i) the IMS-Quintiles Merger, (ii) the termination of that certain Credit Agreement, dated as of May 12, 2015, by and among Quintiles Corp, the lenders party thereto, J.P. Morgan Chase Bank, N.A. as administrative agent, swing line lender and L/C issuer, Morgan Stanley Senior Funding, Inc., as swing line lender and L/C issuer and Barclays Bank PLC, as L/C issuer and the termination of the liens in respect thereof and (iii) the other transactions contemplated thereby.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“After-Acquired Property” means property (other than Excluded Property) acquired by the Issuer or a Guarantor after the applicable Issue Date that is not automatically subject to a perfected security interest under the Security Documents, which the Issuer or such Guarantor will provide a lien over such property (or, in the case of a new Guarantor, such of its property) in favor of the Collateral Agent, subject to exceptions set forth in the Indentures, the Intercreditor Agreements or the Security Documents; provided that, while any obligations under the Senior Credit Facilities are outstanding, After-Acquired Property shall only be Collateral that is pledged to secure the obligations under the Senior Credit Facilities (including property of a Person that becomes a new Guarantor) after the date of the applicable Indenture.

“Agent” means any registrar, co-registrar, transfer agent, co-transfer agent, the principal paying agent or additional paying agent.

“Attributable Indebtedness” means, with respect to any Sale and Lease-Back Transaction, at the time of determination, the lesser of (1) the sale price of the property so leased multiplied by a fraction the numerator of which is the remaining portion of the base term of the lease included in such transaction and the denominator of which is the base term of such lease, and (2) the total obligation (discounted to the present value at the implicit interest factor, determined in accordance with GAAP, included in the rental payments) of the lessee for rental payments (other than amounts required to be paid on account of property taxes as well as maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the base term of the lease included in such transaction. Notwithstanding the foregoing, if such Sale and Lease- Back Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligation.”

“August 2019 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the August 2019 Transactions.

“August 2019 Transactions” means, collectively, (i) the issuance of the Senior 2.250% Notes due 2028, (ii) the satisfaction and discharge of the Senior 4.875% Notes, and (iii) the payment of all fees and expenses associated with the foregoing.

“Board of Directors” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Issuer.

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“Business Day” means each day which is not a Legal Holiday.

“Canadian Dollars” means Canadian dollars, the lawful currency of Canada.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock or shares in the capital of such corporation;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that all obligations of any Person that would be characterized as operating lease obligations in accordance with GAAP without giving effect to Accounting Standards Codification Topic No. 842, Leases (whether or not such operating lease obligations were in effect on the applicable Issue Date) shall be accounted for as operating lease obligations (and not as Capitalized Lease Obligations or Indebtedness) for purposes of the Indentures regardless of the effectiveness of Accounting Standards Codification Topic No. 842, Leases or any other change in GAAP following the applicable Issue Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations.

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.

“Captive Insurance Subsidiary” means any Subsidiary of the Issuer that is subject to regulation as an insurance company (or any Subsidiary thereof).

“Cash Equivalents” means: (a) Dollars;

(b) (1) Euros, Yen, Canadian Dollars, Sterling, Swiss Francs or any national currency of any Participating Member State of the EMU; (2) in the case of any Foreign Subsidiary that is a Restricted Subsidiary or any jurisdiction in which the Issuer or any of its Restricted Subsidiaries conducts business, such local currencies held by it from time to time in the ordinary course of business and not for speculation;

(c) readily marketable direct obligations issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(d) certificates of deposit, time deposits and eurodollar time deposits with maturities of two years or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding two years and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the Dollar equivalent as of the date of determination) in the case of non-U.S. banks;

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(e) repurchase obligations for underlying securities of the types described in clauses (c) and (d) above or clause (g) below entered into with any financial institution meeting the qualifications specified in clause (d) above;

(f) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Issuer) and in each case maturing within 24 months after the date of acquisition;

(g) marketable short-term money market and similar liquid funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Issuer);

(h) readily marketable direct obligations issued by (i) any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof or (ii) any foreign government or any political subdivision or public instrumentality thereof; provided, that each such readily marketable direct obligations shall have an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Issuer) with maturities of 24 months or less from the date of acquisition;

(i) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Issuer); and

(j) investment funds investing substantially all of their assets in securities of the types described in clauses (a) through (i) above.

In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (j) (other than clause (h)(ii) above) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (j) and in this paragraph.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those specified in clauses (a) and (b) above, provided that such amounts are converted into any currency listed in clause (a) or (b) above as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts.

“Cash Management Services” means any agreement or arrangement to provide cash management services, including treasury, depository, overdraft, credit card processing or credit or debit card, purchase card, electronic funds transfer (including automated clearing house fund transfer services) and other cash management arrangements.

“Change of Control” means the occurrence of any of the following after the applicable Issue Date: (1) the sale, lease, transfer, conveyance or other disposition in one or a series of related transactions (other than by merger, consolidation or amalgamation) of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person; (2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by (A) any Person or (B) Persons that are together a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the

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Exchange Act, or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, amalgamation, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50.0% or more of the total voting power of the Voting Stock of the Issuer directly or indirectly through any of its direct or indirect parent holding companies, other than in each case, in connection with any transaction or series of transactions in which the Issuer shall become the Wholly-Owned Subsidiary of a Parent Company; or (3) the Issuer ceases to be a direct wholly owned Subsidiary of Holdings.

“Change of Control Triggering Event” means the occurrence of: (1) if on the earlier of (a) the date of the first public announcement of a Change of Control or of the Issuer’s intention to effect such Change of Control and (b) the occurrence of such Change of Control, the Notes have an Investment Grade Rating from both Rating Agencies, (i) a Change of Control that is accompanied or followed by a downgrade of the Notes within the Ratings Decline Period for such Change of Control by both Rating Agencies and (ii) each Rating Agency’s rating of the Notes on any day during such Ratings Decline Period for such Change of Control is below the rating by such Rating Agency in effect immediately preceding the first public announcement of the Change of Control (or the occurrence thereof if such Change of Control occurs prior to the first public announcement thereof); provided, however, that a downgrade of the Notes by the applicable Rating Agency will not be deemed to have occurred in respect of a Change of Control (and thus will not be deemed a downgrade for purposes of this definition) if such Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Issuer or the Trustee in writing at the request of the Issuer that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of such downgrade) or (2) if the Notes do not have an Investment Grade Rating from both Rating Agencies, a Change of Control. No Change of Control Triggering Event will be deemed to have occurred in connection with a Change of Control until such Change of Control has been consummated.

“Collateral” means all assets and properties, tangible or intangible, now existing or hereafter acquired that is subject or purported to be subject to a Lien in favor of the Collateral Agent to secure the Obligations under the Notes, the Guarantees, the Indentures and the Security Documents.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense of such Person and its Restricted Subsidiaries, including, the amortization of intangible assets, deferred financing fees, debt issuance costs, commissions, fees and expenses and amortization of Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, made (less net payments, if any, received), pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (q) any prepayment premium or penalty, (r) annual agency fees paid to the administrative agents and collateral agents under any Credit Facilities, (s) costs associated with obtaining Hedging Obligations and breakage costs in respect of Hedging Obligations related to interest rates, (t) any expense resulting from the discounting of any indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase

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accounting in connection with the 2016 Transactions or any acquisition (or purchase of assets), (u) penalties and interest related to taxes, (v) any “additional interest” or “liquidated damages” with respect to other securities, (w) amortization or expensing of deferred financing fees, amendment and consent fees, debt issuance costs, commissions, fees and expenses, (x) any amortization or expensing of bridge, commitment and other financing fees and any other fees related to the 2016 Transactions, the September 2017 Transactions, the May 2019 Transactions, the August 2019 Transactions, the June 2020 Transactions, the March 2021 Transactions, the May 2023 Transactions, the November 2023 Transactions or any acquisitions (or purchases of assets) after the applicable Issue Date, (y) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Facility and (z) any accretion of accrued interest on discounted liabilities (other than Indebtedness except to the extent arising from the application of purchase accounting)); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income of such Person and its Restricted Subsidiaries for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any net after-tax effect of extraordinary, non-recurring or unusual gains or losses, charges or expenses (including relating to any multi-year strategic initiatives), the 2016 Transaction Expenses, the September 2017 Transaction Expenses, the May 2019 Transaction Expenses, the August 2019 Transaction Expenses, the June 2020 Transaction Expenses, the March 2021 Transaction Expenses, the May 2023 Transaction Expenses, the November 2023 Transaction Expenses, restructuring costs and reserves, duplicative running costs, relocation costs, expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, Public Company Costs, facility consolidation and closing costs, severance costs and expenses, one-time compensation charges, costs relating to pre-opening and opening costs for facilities, signing, retention or completion bonuses, executive recruiting costs, costs incurred in connection with any strategic initiatives, transition costs, costs incurred in connection with non-ordinary course product and intellectual property development, costs incurred in connection with acquisitions (or purchases of assets) prior to or after the applicable Issue Date (including integration costs), other business optimization expenses (including costs and expenses relating to business optimization programs, and new systems design, retention charges, system establishment costs and implementation costs and project start-up costs), accruals and reserves, operating expenses attributable to the implementation of cost-savings initiatives, consulting fees and curtailments and modifications to pension and post-retirement employee benefit plans shall be excluded;

(2) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance with GAAP, shall be excluded;

(3) any net after-tax effect of gains or losses on disposal, abandonment (including asset retirement costs) or discontinuance of disposed, abandoned or discontinued operations, as applicable, shall be excluded;

(4) any net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded;

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(5) the Net Income for such period of any Person that is an Unrestricted Subsidiary shall be excluded; provided that Consolidated Net Income of a Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Restricted Subsidiary thereof in respect of such period;

(6) [reserved];

(7) effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items) attributable to the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the 2016 Transactions or any consummated acquisition or joint venture investment or the amortization or write-off or write-down of any amounts thereof, net of taxes, shall be excluded;

(8) any net after-tax effect of income (loss) from the early extinguishment or conversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative instruments shall be excluded;

(9) any impairment charge or asset write-off or write-down in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;

(10) any equity-based or non-cash compensation charge or expense, including any such charge or expense arising from grants of stock appreciation, equity incentive programs or similar rights, stock options, restricted stock or other rights to, and any cash charges associated with the rollover, acceleration, or payout of Equity Interests by management of such Person or of a Restricted Subsidiary or any of its direct or indirect parent companies in connection with the 2016 Transactions, shall be excluded;

(11) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to the offering and issuance of the Notes, the Existing Senior Notes and the syndication and incurrence of any Credit Facilities), issuance of Equity Interests, recapitalization, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the Notes, the Existing Senior Notes and other securities and any Credit Facilities) and including, in each case, any such transaction whether consummated on, after or prior to the applicable Issue Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt, the effects of expensing all transaction related expenses in accordance with Accounting Standards Codification Topic No. 805, Business Combinations), shall be excluded;

(12) accruals and reserves that are established or adjusted within twelve months after the applicable Issue Date that are so required to be established or adjusted as a result of the 2016 Transactions (or within twelve months after the closing of any acquisition that are so required to be established as a result of such acquisition) in accordance with GAAP shall be excluded;

(13) any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period), shall be excluded;

(14) any noncash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718, Compensation—Stock Compensation or Accounting Standards Codification Topic 505-50, Equity-Based Payments to Non-Employees, shall be excluded; and

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(15) the following items shall be excluded:

(a) research and development expenses and charges to the extent expensed; and

(b) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments.

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets.

“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the 2016 Transactions or any acquisition), consisting only of Indebtedness for borrowed money, Capitalized Lease Obligations, debt obligations evidenced by bonds, notes, debentures, promissory notes or similar instruments and guarantees of Indebtedness of such types of a third Person; provided that Consolidated Total Debt shall not include Indebtedness in respect of (i) any Qualified Securitization Facility, (ii) any letter of credit, except to the extent of obligations in respect of drawn standby letters of credit which have not been reimbursed within three (3) Business Days and (iii) Hedging Obligations, except any unpaid termination payments thereunder. The U.S. dollar- equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the U.S. dollar-equivalent principal amount of such Indebtedness.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Controlled Investment Affiliate” means, as to any Person, any other Person which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Issuer and/or other companies.

“Credit Agreement” means that certain Fifth Amended and Restated Credit Agreement, dated as of August 25, 2021 (as amended by Amendment No. 1, dated as of June 16, 2022, Amendment No. 2, dated as of

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April 17, 2023, Amendment No. 3 dated as of November 28, 2023, and as further amended, restated, supplemented or otherwise modified from time to time as permitted by the Intercreditor Agreements), among the Issuer, Holdings, IQVIA RDS Inc., a North Carolina corporation, IQVIA AG, a Swiss corporation, IQVIA Solutions Japan LLC (godo kaisha), a Japanese limited liability company, the Senior Credit Facilities Agent, and the lenders and other entities party thereto.

“Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities or other financing arrangements (including commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper facilities that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding, supplemental or refinancing facility, arrangement or indenture that increases the amount permitted to be borrowed or issued thereunder or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than for any Qualified Equity Interests or solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for any Qualified Equity Interests or solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, that if such Capital Stock is issued to any plan for the benefit of future, current or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferee thereof) of the Issuer or its Subsidiaries or any direct or indirect parent company of the Issuer or by any such plan to such employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferee thereof), such Capital Stock shall not constitute Disqualified Stock solely because it may be redeemable or subject to repurchase by the Issuer or its Subsidiaries pursuant to any such plan or agreement or in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability; provided, further, that any Capital Stock held by any future, current or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferee thereof) of the Issuer, any of its Subsidiaries, any of its direct or indirect parent companies or any other entity in which the Issuer or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the Board of Directors (or the compensation committee thereof), in each case pursuant to any stock subscription or shareholders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries or in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability.

“Dollar” and “$” mean lawful money of the United States.

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“Domestic Subsidiary” means any Restricted Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia. For the avoidance of doubt, for purposes of the Indentures, the Security Documents and the First Lien Intercreditor Agreement, neither IQVIA Solutions Japan LLC. nor IQVIA Services Japan, LLC. shall be considered a Domestic Subsidiary.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period:

(1) increased (without duplication) by the following, in each case (other than in the case of clauses (g) and (j)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period:

(a) provision for taxes based on income or profits or capital, including federal, state, franchise, property, excise and similar taxes and foreign withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations) and the net tax expense associated with any adjustments made pursuant to clauses (1) through (15) of the definition of “Consolidated Net Income”; plus

(b) Fixed Charges for such period (including (x) net losses under Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) bank fees and other deferred financing fees, and (z) costs of surety bonds in connection with financing activities, plus amounts excluded from Consolidated Interest Expense as set forth in clauses (1)(q) through (z) in the definition thereof); plus

(c) Consolidated Depreciation and Amortization Expense for such period; plus

(d) any other non-cash charges, including any write-offs or write-downs reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) the Issuer may determine not to add back such non-cash charge in the current period and (B) to the extent the Issuer does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(e) the amount of any reductions in arriving at Net Income resulting from the application of Accounting Standards Codification Topic No. 810, Consolidation; plus

(f) the amount of management, monitoring, consulting, transaction, advisory and other fees (including termination fees) and indemnities and expenses paid or accrued in such period to the Persons with an equity interest in the Issuer or its direct or indirect parent companies; plus

(g) the amount of “run rate” net cost savings, synergies and operating expense reductions (other than any of the foregoing related to Specified Transactions) projected by the Issuer in good faith to result from actions taken, committed to be taken or with respect to which substantial steps have been taken or are expected in good faith to be taken no later than twenty-four (24) months after the end of such period (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of the period for which EBITDA is being determined and if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided, that such cost savings, operating expense reductions and synergies are reasonably identifiable and factually supportable (it is understood and agreed that “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken); plus

(h) the amount of loss on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization Facility; plus

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(i) any costs or expense incurred pursuant to any management equity plan, stock option plan or any other management or employee benefit plan, agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of such Person or net cash proceeds of an issuance of Equity Interests of such Person (other than Disqualified Stock); plus

(j) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(k) any net loss from disposed, abandoned or discontinued operations (excluding held-for-sale discontinued operations until actually disposed of); plus

(l) Specified Legal Expenses; and

(2) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:

(a) non-cash gains increasing Consolidated Net Income for such period, excluding any non-cash gains that represent the reversal of an accrual or reserve for any anticipated cash charges in any prior period (other than any such accrual or reserve that has been added back to Consolidated Net Income in calculating EBITDA in accordance with this definition); plus

(b) any non-cash gains with respect to cash actually received in a prior period unless such cash did not increase EBITDA in such prior period; plus

(c) any net income from disposed, abandoned or discontinued operations (excluding held-for-sale discontinued operations until actually disposed of); and

(3) increased (by losses) or decreased (by gains), as applicable, by the following, without duplication, in each case, except for the adjustments set forth in the proviso to this clause (3), to the extent included in computing Consolidated Net Income for such period:

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Accounting Standards Codification Topic No. 815, Derivatives and Hedging;

(b) any net gain or loss resulting in such period from a sale of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Facility;

(c) any realized or unrealized gains or losses in such period from (i) balance sheet currency translation, (ii) currency translation of assets or liabilities that are not denominated in the functional currency of a Person into the functional currency of that Person and (iii) Hedging Obligations that are designated by a Person as a hedge of an asset or liability in clause (c)(i) or (ii); and

(d) any adjustments resulting from the application of Accounting Standards Codification

Topic No. 460, Guarantees, or any comparable regulation;

provided that, notwithstanding the foregoing, EBITDA shall include (without duplication) (i) any net realized gain or loss from any Hedging Obligations accounted for as cash flow hedges of intercompany royalties and (ii) any net realized gain or loss from any Hedging Obligations that are designated by the Issuer as EBITDA hedges, except to the extent any such Hedging Obligations are terminated by such Person prior to their scheduled maturity.

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“EMU” means the economic and monetary union as contemplated in the Treaty on European Union.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities); but excluding from the foregoing any debt securities convertible into Equity Interests, whether or not such debt securities include any right of participation with Equity Interests.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-4 or Form S-8; or

(2) issuances to any Subsidiary of the Issuer.

“Euros” means the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Registered Notes” means the notes issued pursuant to the Indentures in connection with a Registered Exchange Offer pursuant to the Registration Rights Agreement.

“Excluded Accounts” means any deposit account or securities account used exclusively as (a) payroll and other employee wage and benefit accounts, (b) tax accounts, including sales tax accounts, (c) escrow, fiduciary or trust accounts, (d) zero balance accounts and (e) the funds or other property held in or maintained in any such account identified in clauses (a) through (d).

“Existing Senior Notes” means, collectively, the Senior 1.750% Notes, the Senior 2.250% Notes due 2028, the Senior 2.250% Notes due 2029, the Senior 2.875% Notes due 2025, the Senior 2.875% Notes due 2028, the Senior 5.000% Notes due 2026, the Senior 5.000% Notes due 2027 and the Senior 6.500% Notes due 2030.

“Existing Senior Notes Indentures” means, collectively, the Senior 2.250% Notes due 2028 Indenture, Senior 2.875% Notes due 2025 Indenture, the Senior 2.875% Notes due 2028 Indenture, the Senior 5.000% Notes due 2026 Indenture, the Senior 5.000% Notes due 2027 Indenture, the Senior 1.750/2.250% Notes Indenture and the Senior 6.500% Notes due 2030 Indenture.

“fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Issuer in good faith.

“Financial Officer” means the Chief Financial Officer, the Treasurer or other financial officer of the Issuer, as applicable.

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication:

(1) Consolidated Interest Expense of such Person for such period;

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(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Issuer that is not a Domestic Subsidiary.

“Funded Debt” means any Indebtedness for money borrowed (other than in connection with a Qualified Securitization Facility), whether created, issued, incurred, assumed or guaranteed, that would, in accordance with GAAP, be classified as long-term debt, but in any event including all Indebtedness for money borrowed, whether secured or unsecured, maturing more than one year, or extendible at the option of the obligor to a date more than one year, after the date of determination thereof (excluding any amount thereof included in current liabilities other than Indebtedness incurred under a revolving credit facility).

“GAAP” means (1) generally accepted accounting principles in the United States of America which are in effect on the applicable Issue Date but without giving effect to Accounting Standards Codification Topic No. 842, Leases or (2) after the applicable Issue Date, if elected by the Issuer by written notice to the Trustee in connection with the delivery of financial statements and information, the accounting standards and interpretations (“IFRS”) adopted by the International Accounting Standard Board, as in effect on the first date of the period for which the Issuer is making such election; provided, that (a) any such election once made shall be irrevocable, (b) all financial statements and reports required to be provided after such election pursuant to the Indentures shall be prepared on the basis of IFRS, (c) from and after such election, all ratios, computations and other determinations based on GAAP contained in the Indentures shall be computed in conformity with IFRS and (d) in connection with the delivery of financial statements (x) for any of its first three financial quarters of any financial year, it shall restate its consolidated interim financial statements for such interim financial period and the comparable period in the prior year to the extent previously prepared in accordance with GAAP as in effect on the applicable Issue Date and (y) for delivery of audited annual financial information, it shall provide consolidated historical financial statements prepared in accordance with IFRS for the prior most recent fiscal year to the extent previously prepared in accordance with GAAP as in effect on the applicable Issue Date.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, local or otherwise, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business or consistent with industry practice), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under the Indentures and the Notes.

“Guarantor” means Holdings and each Restricted Subsidiary of the Issuer, if any, that Guarantees the Notes in accordance with the terms of the Indentures.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer, modification or mitigation of interest rate, currency or commodity risks either generally or under specific contingencies.

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“Holder” means the Person in whose name a Note is registered on the registrar’s books. “Holdings” means IQVIA Holdings Inc., a Delaware corporation.

“Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“IMS Health Holdings” means IMS Health Holdings, Inc., a Delaware corporation.

“IMS-Quintiles Merger” means, collectively, the merger of IMS Health Holdings with and into Quintiles Holdings, the merger of Healthcare Technology Intermediate Holdings, LLC with and into Quintiles Holdings immediately thereafter, and the merger of Quintiles Corp with and into the Issuer.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations) due more than twelve months after such property is acquired, except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business or consistent with industry practice, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid within thirty (30) days after becoming due and payable or (iii) accruals for payroll and other liabilities accrued in the ordinary course of business; or

(d) representing the net obligations under any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than obligations in respect of letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided, that Indebtedness of any direct or indirect parent of the Issuer appearing upon the balance sheet of the Issuer solely by reason of push-down accounting under GAAP shall be excluded;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business or consistent with industry practice; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided that the amount of such Indebtedness that is not recourse to the Issuer or any Restricted Subsidiary except with respect to such specific asset will be the lesser of (i) the fair market value of such asset at such date of determination, and (ii) the amount of such Indebtedness of such other Person; provided, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred

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in the ordinary course of business or consistent with industry practice, (b) reimbursement obligations under commercial letters of credit (provided that unreimbursed amounts under letters of credit shall be counted as Indebtedness three (3) Business Days after such amount is drawn), (c) obligations under or in respect of Qualified Securitization Facilities; provided, further, that Indebtedness shall be calculated without giving effect to the effects of Accounting Standards Codification Topic No. 815, Derivatives and Hedging, and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under the Indentures as a result of accounting for any embedded derivatives created by the terms of such Indebtedness or (d) deferred or prepaid revenues. For the avoidance of doubt, Indebtedness shall not include royalty payments.

“Initial Purchasers” means Goldman Sachs & Co. LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, Wells Fargo Securities, LLC, TD Securities (USA) LLC, Truist Securities, Inc., BNP Paribas Securities Corp., ING Financial Markets LLC, Fifth Third Securities, Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, Siebert Williams Shank & Co., LLC, Huntington Securities, Inc. and Regions Securities LLC.

“Intercreditor Agreements” means, collectively, the First Lien Intercreditor Agreement and, if entered into, any other intercreditor agreement entered into by the Collateral Agent at the reasonable discretion of the Senior Credit Facilities Agent pursuant to which the Liens securing any Obligations of the Issuer and the Guarantors are subordinated to the Liens securing the Notes and the Guarantees.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency selected by the Issuer.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit, advances to customers, commission, travel and similar advances to employees, directors, officers, members of management, manufacturers, consultants and independent contractors, in each case made in the ordinary course of business or consistent with industry practice), and purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person.

“Issue Date” means, with respect to the 2028 Notes, May 23, 2023 and, with respect to the 2029 Notes, November 28, 2023.

“Issuer” means IQVIA Inc. and its successors.

“June 2020 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the June 2020 Transactions.

“June 2020 Transactions” means, collectively, (i) the issuance of the Senior 2.875% Notes due 2028, (ii) the satisfaction and discharge of the Senior 3.500% Notes and (iii) the payment of all fees and expenses associated with the foregoing.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“LCT Test Date” means the date specified in the LCT Election; provided, that (a) with respect to any prepayment of Indebtedness, such date shall be the date of the irrevocable prepayment notice and (b) with respect

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to all other Limited Condition Transactions, such date shall be the date of the definitive agreements for such Limited Condition Transaction.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or at the place of payment.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided, that in no event shall an operating lease be deemed to constitute a Lien.

“Limited Condition Transaction” means any (a) acquisition, Investment or Sale and Lease-Back Transaction by the Issuer or one or more of its Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third-party financing and (b) redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.

“Limited Originator Recourse” means a letter of credit, cash collateral account or other such credit enhancement issued in connection with the incurrence of Indebtedness by a Securitization Subsidiary under a Qualified Securitization Facility.

“March 2021 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the March 2021 Transactions.

“March 2021 Transactions” means, collectively, (i) the issuance of the Senior 1.750% Notes and the Senior 2.250% Notes due 2029, (ii) the satisfaction and discharge of the Senior 3.250% Notes and (iii) the payment of all fees and expenses associated with the foregoing.

“Margin Stock” has the meaning specified in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Material Foreign Subsidiary” means any Material Foreign Subsidiary under and as defined in the Credit Agreement.

“Material Real Property” means any fee-owned real property located in the United States that is owned by the Issuer or any Guarantor, in each case, with a fair market value in excess of $35,000,000 (at August 25, 2021 or, with respect to fee-owned real property located in the United States that is acquired after August 25, 2021, at the time of acquisition).

“Material Subsidiary” means any Material Subsidiary under and as defined in the Credit Agreement.

“May 2019 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the May 2019 Transactions.

“May 2019 Transactions” means, collectively, (i) the issuance of the 5.000% Senior Notes due 2027 and (ii) the payment of all fees and expenses associated with the foregoing.

“May 2023 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the May 2023 Transactions.

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“May 2023 Transactions” means, collectively, (i) the issuance of the 2028 Notes on May 23, 2023, (ii) the issuance of the Senior 6.500% Notes due 2030 on May 23, 2023, and (iii) the payment of all fees and expenses associated with the foregoing.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Sale and Lease-Back Transaction, net of the costs relating to such Sale and Lease-Back Transaction, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable law, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, other fees and expenses, including title and recordation expenses, taxes paid or payable as a result thereof or any transactions occurring or deemed to occur to effectuate a payment under the Indentures (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) or amounts required to be applied to the repayments of Indebtedness secured by a Lien on such assets and required to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the Sale and Lease-Back Transaction and retained by the Issuer or any of its Restricted Subsidiaries after such Sale and Lease-Back Transaction, including any indemnification obligations associated with such transaction.

“November 2023 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the November 2023 Transactions.

“November 2023 Transactions” means, collectively, the (i) the issuance of the 2029 on November 28, 2023, (ii) the amendment of the Senior Credit Facilities to provide for an incremental term B loan and (iii) the payment of all fees and expenses associated with the foregoing.

“Obligations” means any principal, interest, fees and expenses (including any such interest, fees and expenses accruing on or subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding, whether or not such interest is an allowed or allowable claim under applicable state, federal or foreign law), premium, penalties, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

“Officer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person that meets the requirements set forth in the Indentures.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee or the Collateral Agent, as applicable. The counsel may be an employee of or counsel to the Issuer or the Trustee or the Collateral Agent, as applicable.

“Parent Company” means any Person so long as such Person directly or indirectly holds 100.0% of the total voting power of the Capital Stock of the Issuer, and at the time such Person acquired such voting power, no

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Person and no Persons that are together a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act ), shall have beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50.0% or more of the total voting power of the Voting Stock of such Person.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance, health, disability or employee benefits, other social security laws or similar legislation or regulations or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) landlords’, carriers’, warehousemen’s, materialsmen’s, repairmen’s, construction and mechanics’ Liens, in each case arising in the ordinary course of business and (i) for sums not yet overdue for a period of more than 60 days or, if more than 60 days overdue, are unfiled and no other action has been taken to enforce such Liens; (ii) being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP or (iii) the nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Issuer or its Restricted Subsidiaries;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or not yet payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate actions, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds, instruments or obligations or with respect to regulatory requirements or letters of credit or bankers acceptance issued, and completion guarantees provided for, in each case, issued pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice or industry practice;

(5) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, telegraph, telephone and cable television lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially impair their use in the operation of the business of such Person and exceptions on title policies insuring liens granted on Mortgaged Properties (as defined in the Senior Credit Facilities);

(6) Liens securing Capitalized Lease Obligations and purchase money obligations (including in respect of mortgage, industrial revenue bond, industrial development bond and similar financings) and otherwise

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securing all or any part of the purchase price of property acquired or cost of construction of property or cost of additions, substantial repairs, alternations or improvements of property, if the Indebtedness and the related Liens are incurred within 18 months of the later of such acquisition of property or completion of construction or addition, repairs, alterations or improvements, as the case may be;

(7) Liens existing, or provided for under binding contracts existing, on the applicable Issue Date;

(8) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property) that secured the obligations to which such Liens relate;

(9) Liens on property or other assets at the time the Issuer or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation; provided, further, that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after acquired-property) that secured the obligations to which such Liens relate;

(10) [reserved];

(11) Liens securing (x) Hedging Obligations and (y) obligations in respect of Cash Management Services;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses (or other agreement under which the Issuer or any Restricted Subsidiary has granted rights to end users to access and use the Issuer’s or any Restricted Subsidiary’s products, technologies or services) granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and the customary rights reserved or vested in any Person by the terms of any lease, sublease, license, sublicense, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(14) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments or accounts entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business or consistent with industry practice or purported Liens evidenced by the filing of precautionary Uniform Commercial Code (or equivalent statutes) financing statements or similar public filings;

(15) Liens in favor of the Issuer or any Subsidiary of the Issuer;

(16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business or consistent with industry practice to the clients of the Issuer or any of its Restricted Subsidiaries;

(17) Liens on accounts receivable, Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility;

(18) Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive modification, refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, that (a) such new Lien shall be limited to all or part of the same property (plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired

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property) that secured the original Lien (plus improvements and accessions on such property) and proceeds and products thereof, and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under the Indentures, and (ii) an amount necessary to pay any fees and expenses (including original issue discount, upfront fees or similar fees) and premiums (including tender premiums and accrued and unpaid interest), related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers or self-insurance arrangements;

(20) Liens securing obligations in an aggregate principal amount at any one time outstanding not to exceed the greater of (a) $1,500.0 million and (b) 50% of EBITDA for the most recently ended Test Period;

(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(22) (22)(i) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business or consistent with industry practice, (ii) Liens arising out of conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business or consistent with industry practice and (iii) Liens arising by operation of law under Article 2 of the Uniform Commercial Code;

(23) Liens securing judgments for the payment of money not constituting an Event of Default under clause (5) under “—Events of Default and Remedies”;

(24) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or consistent with industry practice;

(25) Liens (a) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection, (b) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (c) in favor of banking institutions arising as a matter of law or under general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(26) Liens deemed to exist in connection with Investments in repurchase agreements; provided, that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(27) Liens encumbering reasonable customary deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(28) Liens that are contractual rights of set-off (a) relating to the establishment of depository relations with banks or other deposit-taking financial institutions and not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or consistent with industry practice or (c) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business or consistent with industry practice;

(29) Liens arising from Personal Property Security Act financing statement filings regarding leases entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(30) any encumbrance or restriction (including put, call arrangements, tag, drag, right of first refusal and similar rights) with respect to capital stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

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(31) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(32) Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement;

(33) ground leases in respect of real property on which facilities owned or leased by the Issuer or any of its Subsidiaries are located;

(34) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(35) Liens on Capital Stock or other securities of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;

(36) Liens on cash advances in favor of the seller of any property to be acquired in an Investment or other acquisition to be applied against the purchase price for such Investment or other acquisition;

(37) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases or licenses entered into by the Issuer or any of the Restricted Subsidiaries in the ordinary course of business or consistent with industry practice;

(38) deposits of cash with the owner or lessor of premises leased and operated by the Issuer or any of its Subsidiaries in the ordinary course of business of the Issuer and such Subsidiary or consistent with industry practice to secure the performance of the Issuer’s or such Subsidiary’s obligations under the terms of the lease for such premises;

(39) Liens arising in the ordinary course of business to secure accounts payable or similar trade obligations not constituting Indebtedness;

(40) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(41) any proxy agreement relating to IMS Government Solutions, Inc. and its Equity Interests entered into with the Defense Security Service;

(42) any encumbrance or restriction imposed under any contract for the sale by the Issuer or any of its Restricted Subsidiaries of the Capital Stock of any Restricted Subsidiary, or any business unit or division of the Issuer or any Restricted Subsidiary;

(43) Liens securing any Indebtedness incurred under any Secured Revolving Commitments established in compliance with the terms of the Indentures;

(44) Liens securing the Notes issued on the applicable Issue Date and Guarantees, if any, of the Notes issued on the applicable Issue Date; and

(45) Liens securing obligations in respect of Indebtedness incurred under any Credit Facility, including any letter of credit facility relating thereto, that do not at any one time exceed $8,950.0 million.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest and other obligations payable on and with respect to such Indebtedness.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Post-Petition Interest” means any interest or entitlement to fees or expenses or other charges that accrue after the commencement of any insolvency or liquidation Proceeding, whether or not allowed or allowable as a claim in any such insolvency or liquidation Proceeding.

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“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Principal Personal or Real Property” means any personal or real property (including, for the avoidance of doubt, accounts receivable and inventory) other than property that, in the opinion of the Issuer, is not of material importance to the total business conducted by the Issuer and its Subsidiaries, taken as a whole.

“Public Company Costs” means the initial costs relating to establishing compliance with the Sarbanes-Oxley Act of 2002, as amended, and other expenses arising out of or incidental to the Issuer’s or its Restricted Subsidiaries’ initial establishment of compliance with the obligations of a reporting company, including costs, fees and expenses (including legal, accounting and other professional fees) relating to compliance with provisions of the Securities Act and the Exchange Act.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Stock.

“Qualified Securitization Facility” means any Securitization Facility (1) constituting a securitization financing facility that meets the following conditions: (a) the Board of Directors shall have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the applicable Restricted Subsidiary or Securitization Subsidiary and (b) all sales and/or contributions of Securitization Assets and related assets to the applicable Person or Securitization Subsidiary are made at fair market value (as determined in good faith by the Issuer) or (2) constituting a receivables financing facility (it being understood that, for the avoidance of doubt, the Receivables Facility is deemed to be a Qualified Securitization Facility).

“Quintiles Corp” means Quintiles Transnational Corp., a North Carolina corporation.

“Quintiles Holdings” means Quintiles Transnational Holdings Inc., a North Carolina corporation. “Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.

“Ratings Decline Period” means, with respect to any Change of Control, the period that (1) begins on the earlier of (a) the date of the first public announcement of such Change of Control or of the Issuer’s intention to effect such Change of Control or (b) the occurrence of such Change of Control and (2) ends on the 60th calendar day following consummation of such Change of Control; provided, however, that such period shall be extended for so long as any Rating Agency rating the Notes as of the beginning of the Ratings Decline Period has publicly announced during the Ratings Decline Period that the rating of the Notes is under consideration for downgrade by such Rating Agency.

“Receivables Facility” means the receivables facility pursuant to (a) that certain Receivables Financing Agreement, dated December 5, 2014, among IQVIA RDS Funding LLC (formerly known as Quintiles Funding LLC), as borrower, IQVIA RDS Inc. (formerly known as Quintiles, Inc.), as initial servicer, PNC Bank, N.A., as administrative agent and lender, and the additional persons from time to time party thereto as lenders and (b) that certain Purchase and Sale Agreement, dated December 5, 2014, as amended, among IQVIA RDS Inc. (formerly known as Quintiles, Inc.), as originator and initial servicer, IQVIA CSMS US Inc. (formerly known as Quintiles Commercial US, Inc.), as originator, and IQVIA RDS Funding LLC (formerly known as Quintiles Funding LLC), as buyer, in each case, as amended, modified or supplemented from time to time so long as such amendments, modifications and supplements are either, taken as a whole, not materially adverse to the interests of the Holders as determined in good faith by the Issuer or consented to by the administrative agent under the Senior Credit Facilities, and any extension thereof to receivables of the Issuer and any of its Subsidiaries.

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“Registered Equivalent Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an Exchange Offer registered with the SEC.

“Registered Exchange Offer” means the offer by the Issuer and the Guarantors, pursuant to a Registration Rights Agreement, to certain holders of Notes, to issue and deliver to such holder, in exchange for the Notes, a like aggregate principal amount of Registered Notes registered under the Securities Act.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the applicable Issue Date, among the Issuer, the Guarantors and Goldman Sachs & Co. LLC, as representative of the Initial Purchasers with respect to the 2028 Notes, and J.P. Morgan Securities LLC, as representative of the Initial Purchasers with respect to the 2029 Notes, as such agreement may be ended, modified or supplemented from time to time.

“Restricted Subsidiary” means any Subsidiary of the Issuer other than an Unrestricted Subsidiary. “S&P” means S&P Global Ratings, a division of S&P Global Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing for a period of more than three years by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.

“Secured Revolving Commitments” means any commitments to make loans constituting Secured Indebtedness on a revolving basis to the Issuer or any of its Restricted Subsidiaries by any Person other than the Issuer or any of its Restricted Subsidiaries.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Securitization Assets” means (a) the accounts receivable, royalty or other revenue streams and other rights to payment and other assets related thereto subject to a Qualified Securitization Facility and the proceeds thereof and (b) contract rights, lockbox accounts and records with respect to such accounts receivable and any other assets customarily transferred together with accounts receivable in a securitization financing.

“Securitization Facility” means any of one or more receivables or securitization financing facilities, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries sells or grants a security interest in its accounts receivable or Securitization Assets or assets related thereto to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified Securitization Facilities and other activities reasonably related thereto.

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“Security Agreement” means the security agreement to be entered into among the Issuer, the Guarantors and the Collateral Agent on the applicable Issue Date, as amended, restated, supplemented or otherwise modified from time to time.

“Security Documents” means, collectively, the Security Agreement, intellectual property security agreements, the mortgages, collateral assignments, security agreement supplements, security agreements, pledge agreements or other similar agreements entered into in favor of the Collateral Agent pursuant to the Indentures, and each of the other agreements, instruments or documents that creates or purports to create a Lien for the benefit of the Collateral Agent, the Trustee and the holders of the Notes.

“Senior Credit Facilities” means, collectively, the senior secured term loan facilities and the senior secured revolving credit facilities under the Credit Agreement, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings, refinancings or replacements thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders, or investors, whether or not secured, that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders.

“Senior Credit Facilities Agent” means Bank of America, N.A., in its capacity as the administrative agent under the Senior Credit Facilities.

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit Facilities and the Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post- filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the applicable Issue Date or thereafter created or incurred) and all obligations of the Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all (x) Hedging Obligations (and guarantees thereof) and (y) obligations in respect of Cash Management Services (and guarantees thereof) owing to a lender under the Senior Credit Facilities or any Affiliate of such lender (or any Person that was a lender or an Affiliate of such lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into); provided, that such Hedging Obligations and obligations in respect of Cash Management Services, as the case may be, are permitted to be incurred under the terms of the Indentures;

(3) any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of the Indentures, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Issuer or any of its Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

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(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business or consistent with industry practice;

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of the Indentures.

“Senior 1.750% Notes” means €550.0 million in aggregate principal amount of the Issuer’s senior unsecured notes due 2026 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 1.750%/2.250% Notes Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 1.750%/2.250% Notes Indenture” means the indenture dated March 3, 2021, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 2.250% Notes due 2028” means €720.0 million in aggregate principal amount of the Issuer’s senior unsecured notes due 2028 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 2.250% Notes due 2028 Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 2.250% Notes due 2028 Indenture” means the indenture dated August 13, 2019, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 2.250% Notes due 2029” means €900.0 million in aggregate principal amount of the Issuer’s senior unsecured notes due 2029 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 1.750%/2.250% Notes Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 2.875% Notes due 2025” means €420.0 million in aggregate principal amount of the Issuer’s senior unsecured notes due 2025 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 2.875% Notes due 2025 Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 2.875% Notes due 2025 Indenture” means the indenture dated September 14, 2017, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 2.875% Notes due 2028” means €711.0 million in aggregate principal amount of the Issuer’s senior unsecured notes due 2028 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 2.875% Notes due 2028 Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 2.875% Notes due 2028 Indenture” means the indenture dated June 24, 2020, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association. (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 3.250% Notes” means €1,425.0 million in aggregate principal amount of the Issuer’s senior unsecured notes due 2025.

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“Senior 4.125% Notes” means €275.0 million in aggregate principal amount of the Issuer’s senior unsecured notes due 2023.

“Senior 4.875% Notes” means $800.0 million in aggregate principal amount of the Issuer’s senior unsecured notes due 2023.

“Senior 5.000% Notes due 2026” means $1,050.0 million in aggregate principal amount of the Issuer’s senior unsecured notes due 2026 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 5.000% Notes due 2026 Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 5.000% Notes due 2026 Indenture” means the indenture dated September 28, 2016, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, as amended, supplemented or modified from time to time.

“Senior 5.000% Notes due 2027” means the $1,100.0 million in aggregate principal amount of the Issuer’s senior unsecured notes due 2027 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 5.000% Notes due 2027 Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 5.000% Notes due 2027 Indenture” means the indenture dated May 10, 2019, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 6.500% Notes due 2030” means the $500.0 million in aggregate principal amount of the Issuer’s senior notes due 2030 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 6.500% Notes due 2030 Indenture in exchange for the initial unregistered senior notes.

“Senior 6.500% Notes due 2030 Indenture” means the indenture dated May 23, 2023, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, as amended, supplemented or modified from time to time.

“Senior Secured Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt (other than any Indebtedness of a Restricted Subsidiary which is not a Guarantor which is not secured by any assets of the Issuer or a Guarantor) outstanding on the last day of such Test Period that is secured by a Lien on any property of the Issuer or any Restricted Subsidiary (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby) minus the aggregate amount of cash and Cash Equivalents included in the consolidated balance sheet of the Issuer as of such date, excluding cash and Cash Equivalents which are listed as “Restricted” on such balance sheet, to (b) EBITDA of the Issuer for such Test Period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Secured Indebtedness (other than Secured Indebtedness incurred under any revolving credit facility in the ordinary course of business for working capital purposes or any repayment of such Indebtedness in the ordinary course of business) subsequent to the commencement of the period for which the Senior Secured Net Leverage Ratio is being calculated but prior to or simultaneously with the event for which such calculation is made, then the Senior Secured Net Leverage Ratio, as applicable, shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Secured Indebtedness, in each case, as if the same had occurred on the last day of the applicable Test Period, and if the Senior Secured Net Leverage Ratio is being calculated in connection with establishing any Secured Revolving Commitments, then such calculation shall be made giving pro forma effect to the incurrence of the entire committed amount of Secured Indebtedness under such Secured Revolving Commitments.

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For purposes of making the computation referred to above, any Specified Transaction that has been made by the Issuer or any of its Restricted Subsidiaries during any Test Period or subsequent to such Test Period and on or prior to or simultaneously with the event for which the calculation of the Senior Secured Net Leverage Ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in EBITDA resulting therefrom) had occurred on the first day of the Test Period. If since the beginning of such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this definition, then EBITDA shall be calculated giving pro forma effect thereto for such Test Period as if such Specified Transaction had occurred at the beginning of the applicable Test Period.

For purposes of this definition, whenever pro forma effect is to be given to any Specified Transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the Issuer and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, synergies and operating expense reductions resulting from or related to any such Specified Transaction which is being given pro forma effect that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than 24 months after the date of any such Specified Transaction (in each case as though such cost savings and synergies had been realized on the first day of the applicable period and as if such cost savings and synergies were realized for the entirety of such period). For the purposes of the Indentures, “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken, or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions.

For purposes of this definition, the amount of any Secured Indebtedness in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period (after giving effect to the currency translation effects, determined in accordance with GAAP, of hedging arrangements for currency exchange risks with respect to the applicable currency in effect on the date of determination of the applicable amount of such Indebtedness).

“September 2017 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the September 2017 Transactions.

“September 2017 Transactions” means, collectively, (i) the issuance of the Senior 2.875% Notes due 2025, (ii) the satisfaction and discharge of the Senior 4.125% Notes, (iii) the amendment of the Senior Credit Facilities on September 18, 2017 and (iv) the payment of all fees and expenses associated with the foregoing.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X of the SEC, as such regulation is in effect on the applicable Issue Date; provided that notwithstanding the foregoing, in no event will any Securitization Subsidiary be considered a Significant Subsidiary for purposes of clauses (4), (5), (6) or (7) under “—Events of Default and Remedies”.

“Specified Legal Expenses” means, to the extent not constituting an extraordinary, non-recurring or unusual loss, charge or expense, all attorneys’ and experts’ fees and expenses and all other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments) and expenses paid or payable in connection with any threatened, pending, completed or future claim, demand, action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative, governmental or investigative) either (i) arising from, or related to, facts and circumstances existing on or prior to the applicable Issue Date or (ii) arising out of or related to antitrust, Federal Trade Commission or Department of Justice proceedings or securities law.

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“Specified Transaction” means (i) solely for the purposes of determining the applicable cash balance, any contribution of capital, including as a result of an Equity Offering, to the Issuer, in each case, in connection with an acquisition or Investment, (ii) any designation of operations or assets of the Issuer or a Restricted Subsidiary as discontinued operations (as defined under GAAP) (other than held-for-sale discontinued operations until actually disposed of), (iii) any Investment that results in a Person becoming a Restricted Subsidiary, (iv) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary in compliance with the Indentures, (v) any purchase or other acquisition of a business of any Person, of assets constituting a business unit, line of business or division of any Person, or (vi) any disposition (x) that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Issuer or (y) of a business, business unit, line of business or division of the Issuer or a Restricted Subsidiary, in each case whether by merger, amalgamation, consolidation or otherwise.

“Sterling” means the lawful currency of the United Kingdom. “Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, members of management or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which:

(a) more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(b) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Subsidiary Guarantor” means each Guarantor other than Holdings.

“Swiss Franc” means the lawful money of the Swiss Confederation and the Principality of Liechtenstein.

“Test Period” means the Issuer’s most recently ended four fiscal quarters for which internal financial statements are available (as determined in good faith by the Issuer).

“Uniform Commercial Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York; provided that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Uniform Commercial Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or remedies.

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“Unrestricted Subsidiary” means (a) any Subsidiary of the Issuer which at the time of determination is designated as an “Unrestricted Subsidiary” in any Credit Facility (including the Senior Credit Facilities), whether on or subsequent to the applicable Issue Date, and (b) any Subsidiary of an Unrestricted Subsidiary.

“U.S. Government Obligations” means securities that are: (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100.0% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares of Capital Stock of Foreign Subsidiaries issued to foreign nationals as required under applicable law) shall at the time be owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person.

“Yen” means the lawful currency of Japan.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of certain material U.S. federal income tax considerations relating to the exchange of Registered Notes for Restricted Notes in the Exchange Offer. It does not purport to contain a complete analysis of all the potential tax considerations relating to the exchange. This discussion is limited to holders of Restricted Notes who hold the Restricted Notes and Registered Notes as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment) and to holders who acquire Registered Notes pursuant to the Exchange Offer. This discussion is based upon the Code, the Treasury Regulations promulgated thereunder, judicial authorities and published positions of the Internal Revenue Service (the “IRS”), all as currently in effect, and all of which are subject to change or differing interpretations possibly with retroactive effect. We have not sought any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary and there can be no assurance that the IRS will agree with our statements and conclusions or that a court would not sustain any challenge by the IRS in the event of litigation.

This summary is general in nature and does not purport to deal with all aspects of U.S. federal income taxation that might be relevant to particular investors in light of their particular investment circumstances or status, nor does it address tax considerations applicable to investors that may be subject to special tax rules, such as certain financial institutions, individual retirement and other tax-deferred accounts, tax-exempt entities, S corporations, partnerships or other pass-through entities for U.S. federal income tax purposes or investors in such entities, insurance companies, regulated investment companies, real estate investment trusts, broker dealers, dealers or traders in securities or currencies, controlled foreign corporations, passive foreign investment companies, corporations that accumulate earnings to avoid U.S. federal income tax, holders that hold their notes through non-U.S. brokers or other non-U.S. intermediaries, persons required to accelerate any item of income as a result of such income being reported on an applicable financial statement, former citizens or residents of the United States subject to Section 877 of the Code and taxpayers liable for the alternative minimum tax or the 3.8% net investment income tax. This summary also does not discuss notes held as part of a hedge, straddle, synthetic security or conversion transaction, or situations in which the “functional currency” of a U.S. holder is not the U.S. dollar. Moreover, the effect of any applicable federal estate or gift, state, local or non-U.S. tax laws is not discussed.

If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Restricted Notes, the tax treatment of a person treated as a partner in such partnership for U.S. federal income tax purposes generally will depend upon the status of the partner and the activities of the partnership. Such partnerships and partners in such partnerships should consult their tax advisors about the tax consequences of the exchange to them.

This discussion is for general purposes only. All holders are urged to consult with their tax advisors as to the specific tax consequences to them of the exchange of Restricted Notes for Registered Notes in light of their particular facts and circumstances, including the applicability and effect of any U.S. federal, state, local, foreign or other tax laws.

Consequences of Tendering Restricted Notes

The exchange of Registered Notes for Restricted Notes in the Exchange Offer will not constitute a taxable exchange for U.S. federal income tax purposes. Accordingly, you will not recognize gain or loss upon the exchange of Registered Notes for Restricted Notes, your basis in the Registered Notes will be the same as your basis in the Restricted Notes surrendered in exchange therefor immediately before the exchange, and your holding period in the Registered Notes will include your holding period for the Restricted Notes exchanged.

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PLAN OF DISTRIBUTION

Each broker-dealer that receives Registered Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Registered Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Registered Notes received in exchange for Restricted Notes that were acquired by such broker-dealer as a result of market-making or other trading activities. The Issuer and the Guarantors have agreed that, for a period of up to 90 days after the expiration date of the Exchange Offer (as such date may be extended pursuant to Section 3(d) of the applicable Registration Rights Agreement), if requested by one or more such broker-dealers, they will use commercially reasonable efforts to amend or supplement this prospectus in order to expedite or facilitate the disposition of any Registered Notes by any such broker-dealers.

The Issuer and the Guarantors (including the Company) will not receive any proceeds from any sale of Registered Notes by broker-dealers. Registered Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Registered Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Registered Notes. Any broker-dealer that resells Registered Notes that were received by it for its own account pursuant to the Exchange Offer, and any broker or dealer that participates in a distribution of such Registered Notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit on any such resale of Registered Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act.

The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of 90 days after the expiration date of the Exchange Offer, the Company will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. The Issuer and the Guarantors have agreed to pay certain expenses incident to the Exchange Offer (including the expenses of one counsel for the holders of the Registered Notes) other than commissions or concessions of any brokers or dealers and The Issuer and each Guarantor, jointly and severally, will indemnify the holders of the Restricted Notes (including any broker-dealers) against certain liabilities pursuant to the applicable Registration Rights Agreement, including liabilities under the Securities Act.

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LEGAL MATTERS

Ropes & Gray LLP will pass upon certain legal matters for us in connection with the issuance of the Registered Notes. Certain legal matters with respect to the Kansas and New Jersey subsidiary guarantors will be passed upon for us by Duane Morris LLP, and certain legal matters with respect to North Carolina subsidiary guarantors will be passed upon for us by Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2022 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports and other information with the SEC. The SEC maintains a Web site that contains information we filed electronically with the SEC, which you can access at http://www.sec.gov.

Copies of certain information filed by IQVIA with the SEC are also available at IQVIA’s website at http://www.iqvia.com. The information on, or that can be accessed through, IQVIA’s website (other than IQVIA’s SEC filings that are specifically incorporated by reference herein) is not part of this prospectus and is not incorporated by reference herein.

This prospectus, which includes information incorporated by reference (see “Incorporation by Reference” below), is part of the registration statement we have filed with the SEC relating to the Registered Notes and the Exchange Offer described in this prospectus. As permitted by SEC rules, this prospectus does not contain all of the information we have included in the registration statement and the accompanying exhibits and schedules we file with the SEC. You may refer to the registration statement, the exhibits and the schedules for more information about us and our securities. The registration statement, exhibits and schedules are available through the SEC’s website.

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INCORPORATION BY REFERENCE

We are “incorporating by reference” into this prospectus certain information we file with the SEC. This means we are disclosing important information to you by referring you to the documents containing the information. The information we incorporate by reference is considered to be part of this prospectus. Information that we file later with the SEC that is deemed incorporated by reference into this prospectus (which does not include information deemed pursuant to the SEC’s rules to be furnished to and not filed with the SEC) will automatically update and supersede information previously included.

We are incorporating by reference into this prospectus the documents listed below and any subsequent filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (excluding information deemed pursuant to the SEC’s rules to be furnished and not filed with the SEC) until the Exchange Offer described in this prospectus is completed or otherwise terminated:

• our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 15, 2023;

• portions of our Definitive Proxy Statement on Schedule 14A, filed with the SEC on February 27, 2023 that are incorporated by reference into Part III of our Annual Report on Form 10-K for the fiscal year December 31, 2022;

• our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, filed with the SEC on April  28, 2023, August  1, 2023 and November 1 2023, respectively; and

• our Current Reports on Form 8-K, filed with the SEC on February 13, 2023, April  18, 2023 (April 17, 2023 Date of Report), April  18, 2023 (April 18, 2023 Date of Report), May  19, 2023, May  23, 2023, September  26, 2023, and November 28, 2023.

You may also obtain a copy of our filings with the SEC at no cost by writing to or telephoning us at the following address:

IQVIA Inc.

Investor Relations Department

83 Wooster Heights Road

Danbury, Connecticut 06810

ir@iqvia.com

(203) 448-4600

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IQVIA INC.

$750,000,000 aggregate principal amount of 5.700% Senior Secured Notes due 2028, the issuance of which has been registered under the Securities Act, as amended, for any and all of its outstanding 5.700% Senior Secured Notes due 2028,

and

$1,250,000,000 aggregate principal amount of 6.250% Senior Secured Notes due 2029, the issuance of which has been registered under the Securities Act, as amended, for any and all of its outstanding 6.250% Senior Secured Notes due 2029.

PROSPECTUS

                , 2024

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Registrants incorporated as corporations in Delaware.

Section 145 of the Delaware General Corporation Law (“DGCL”) provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is a party, or is threatened to be made a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.

Article Ten of IQVIA Holdings Inc.’s Amended and Restated Certificate of Incorporation adopted the provision of Delaware law limiting or eliminating the potential monetary liability of directors to IQVIA Holdings Inc. or its stockholders for breaches of a director’s fiduciary duty of care. However, the provision does not limit or eliminate the liability of a director for activities which were, at the time taken, known or believed by him or her to be clearly in conflict with the best interests of IQVIA Holdings Inc. Article Ten further provides for the indemnification of directors and officers to the full extent under applicable law. Such indemnification under Article Ten shall not be deemed exclusive of any other rights to which an indemnified person is entitled under any bylaws, agreements, votes of stockholders or otherwise, both as to actions in such person’s official capacity and as to action in another capacity while holding such office, and such indemnification shall inure to the person’s heirs and legal representatives. Further, under Article Ten, IQVIA Holdings Inc. may purchase and maintain insurance on behalf of any person who is or was a director or officer, whether or not the corporation would have the power to indemnify such person under Article Ten or otherwise.

Article Ten of IQVIA Holdings Inc.’s Amended and Restated Certificate of Incorporation also provides that repeal or modification of the terms of Article Ten will not adversely affect any right or protection of a director existing at the time of such repeal or modification.

Article Five of Intercontinental Medical Statistics International Ltd.’s Certificate of Incorporation adopted the provision of Delaware law limiting or eliminating the potential monetary liability of directors to Intercontinental Medical Statistics International Ltd. or its stockholders for breaches of a director’s fiduciary duty of care. Notwithstanding the foregoing, a director shall be liable for, to the full extent provided by law, (i) breach of the director’s duty of loyalty to Intercontinental Medical Statistics International Ltd., (ii) acts or omissions not performed in good faith or which involve intentional misconduct or knowing violation of law, (iii) actions applicable to Section 174 of the DGCL, or (iv) any transaction from which the director derived an improper personal benefit.

Article Five of Intercontinental Medical Statistics International Ltd.’s Certificate of Incorporation also provides that repeal or modification of the terms of Article Ten will not adversely affect any right or protection of a director existing at the time of such repeal or modification.

Article III of Intercontinental Medical Statistics Ltd.’s Bylaws provides for the indemnification of directors and officers to the full extent under applicable law. The bylaws further provide that such indemnification under Article III shall not be deemed exclusive of any other rights to which an indemnified person is entitled under any bylaws, agreements, vote of shareowners or disinterested directors or otherwise, both as to actions in such person’s official capacity and as to action in another capacity while holding such office, and such

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indemnification shall inure to the person’s heirs, executors, and administrators. Further, under Article III, Intercontinental Medical Statistics Ltd. may purchase and maintain insurance on behalf of any person who is or was a director or officer, whether or not Intercontinental Medical Statistics Ltd. would have the power to indemnify such person under Article III or otherwise.

Article Eight of IMS Software Services Ltd.’s Amended and Restated Certificate of Incorporation adopted the provision of Delaware law limiting or eliminating the potential monetary liability of directors to IMS Software Services Ltd. or its stockholders for breaches of a director’s fiduciary duty of care. Notwithstanding the foregoing, a director shall be liable for, to the full extent provided by law, (i) breach of the director’s duty of loyalty to IMS Software Services Ltd., (ii) acts or omissions not performed in good faith or which involve intentional misconduct or knowing violation of law, (iii) actions applicable to Section 174 of the DGCL, or (iv) any transaction from which the director derived an improper personal benefit.

Article III of IMS Software Services Ltd.’s Amended and Restated By-Laws provides for the indemnification of directors and officers to the full extent under applicable law. The by-laws further provide that such indemnification under Article III shall not be deemed exclusive of any other rights to which an indemnified person is entitled under any bylaws, agreements, vote of shareowners or disinterested directors or otherwise, both as to actions in such person’s official capacity and as to action in another capacity while holding such office, and such indemnification shall inure to the person’s heirs, executors, and administrators. Further, under Article III, IMS Software Services Ltd. may purchase and maintain insurance on behalf of any person who is or was a director or officer, whether or not IMS Software Services Ltd. would have the power to indemnify such person under Article III or otherwise.

Article Nine of IQVIA Chinametrik Inc.’s Certificate of Incorporation, as amended, adopted the provision of Delaware law limiting or eliminating the potential monetary liability of directors to IQVIA Chinametrik Inc. or its stockholders for breaches of a director’s fiduciary duty of care. Further, any amendment of such indemnification provision in Article Nine shall not adversely affect any right of protection of a director in respect to any act or omission occurring prior to such amendment.

Article III of IQVIA Chinametrik Inc.’s Amended and Restated Bylaws provides for the indemnification of directors and officers to the full extent under applicable law. The bylaws further provide that such indemnification under Article III shall not be deemed exclusive of any other rights to which an indemnified person is entitled under any bylaws, agreements, vote of shareowners or disinterested directors or otherwise, both as to actions in such person’s official capacity and as to action in another capacity while holding such office, and such indemnification shall inure to the person’s heirs, executors, and administrators. Further, IQVIA Chinametrik Inc. may purchase and maintain insurance on behalf of any person who is or was a director or officer, whether or not the corporation would have the power to indemnify such person under Article III or otherwise.

Article Nine of IQVIA Commercial Finance Inc.’s Articles of Incorporation, as amended, adopted the provision of Delaware law limiting or eliminating the potential monetary liability of directors to IQVIA Commercial Finance Inc. or its stockholders for breaches of a director’s fiduciary duty of care. Further, any amendment of such indemnification provision in Article Nine shall not adversely affect any right of protection of a director in respect to any act or omission occurring prior to such amendment.

Article III of IQVIA Commercial Finance Inc.’s By-laws provide for the indemnification of directors and officers to the full extent under applicable law. The bylaws further provide that such indemnification under Article III shall not be deemed exclusive of any other rights to which an indemnified person is entitled under any bylaws, agreements, votes of shareowners or disinterested directors or otherwise, both as to actions in such person’s official capacity and as to action in another capacity while holding such office, and such indemnification shall inure to the person’s heirs, executors, and administrators. Further, IQVIA Commercial Finance Inc. may purchase and maintain insurance on behalf of any person who is or was a director or officer, whether or not the corporation would have the power to indemnify such person under Article III or otherwise.

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Article Nine of IQVIA Commercial India Holdings Corp.’s Certificate of Incorporation, as amended, adopted the provision of Delaware law limiting or eliminating the potential monetary liability of directors to IQVIA Commercial India Holdings Corp. or its stockholders for breaches of a director’s fiduciary duty of care. Further, any amendment of such indemnification provision in Article Nine shall not adversely affect any right of protection of a director in respect to any act or omission occurring prior to such amendment.

Article III of IQVIA Commercial India Holdings Corp.’s bylaws provide for the indemnification of directors and officers to the full extent under applicable law. The bylaws further provide that such indemnification under Article III shall not be deemed exclusive of any other rights to which an indemnified person is entitled under any bylaws, agreements, vote of shareowners or disinterested directors or otherwise, both as to actions in such person’s official capacity and as to action in another capacity while holding such office, and such indemnification shall inure to the person’s heirs, executors, and administrators. Further, IQVIA Commercial India Holdings Corp. may purchase and maintain insurance on behalf of any person who is or was a director or officer, whether or not the corporation would have the power to indemnify such person under Article III or otherwise.

Article Five of IQVIA Commercial Trading Corp.’s Certificate of Incorporation adopted the provision of Delaware law limiting or eliminating the potential monetary liability of directors to IQVIA Commercial Trading Corp. or its stockholders for breaches of a director’s fiduciary duty of care. Notwithstanding the foregoing, a director shall be liable for, to the full extent provided by law, (i) breach of the director’s duty of loyalty to IQVIA Commercial Trading Corp., (ii) acts or omissions not performed in good faith or which involve intentional misconduct or knowing violation of law, (iii) actions applicable to Section 174 of the DGCL, or (iv) any transaction from which the director derived an improper personal benefit.

Section 7 of IQVIA CSMS US Inc.’s Certificate of Incorporation, as amended, adopted the provision of Delaware law limiting or eliminating the potential monetary liability of directors to for breaches of a director’s fiduciary duty of care. Notwithstanding the foregoing, a director shall be liable for, to the full extent provided by the DGCL, (i) breach of the director’s duty of loyalty to IQVIA CSMS US Inc., (ii) acts or omissions not performed in good faith or which involve intentional misconduct or knowing violation of law, (iii) actions applicable to Section 174 of the DGCL, or (iv) any transaction from which the director derived an improper personal benefit.

Article 9 of IQVIA Inc.’s Certificate of Incorporation, as amended, adopted the provision of Delaware law limiting or eliminating the potential monetary liability of directors to breaches of a director’s fiduciary duty of cate. It further provides for indemnification of current and former officers and directors in the event such current or former officer or director is made, or threatened to be made, a party to any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit, or proceeding; provided, however that IQVIA Inc. shall not indemnify against liability or expenses such person may incur on account of his or her activities which were, at the time taken, known or believed by such person to be clearly in conflict with the best interests of IQVIA Inc. Such indemnified liabilities may be paid by IQVIA Inc. in advance, provided that the indemnitee shall reimburse IQVIA Inc. for such advance in the event it is ultimately determined that the indemnitee is not entitled to indemnification against such advance. IQVIA Inc. may purchase and maintain insurance on behalf of its agents, whether or not the corporation would have the power to indemnify such person under the DGCL.

Article Eight of IQVIA Trading Management Inc.’s Certificate of Incorporation adopted the provision of Delaware law limiting or eliminating the potential monetary liability of directors toto IQVIA Trading Management Inc. or its stockholders for breaches of a director’s fiduciary duty of care. Further, any amendment of such indemnification provision in Article Eight shall not adversely affect any right of protection of a director in respect to any act or omission occurring prior to such amendment.

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Article VI of IQVIA Trading Management Inc.’s By-Laws require the indemnification to the fullest extent permitted by law any person made or threatened to be made a party to any proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that such person (or such person’s testator or intestate) is or was a director or officer of IQVIA Trading Management Inc. Such indemnified liabilities may be paid by IQVIA Trading Management Inc. in advance, provided that such person shall reimburse IQVIA Trading Management Inc. for such advance in the event it is ultimately determined that such person is not entitled to indemnification against such advance.

Article III of IQVIA Transportation Services Corp.’s By-Laws provide for the indemnification of directors and officers to the full extent under applicable law. The bylaws further provide that such indemnification under Article III shall not be deemed exclusive of any other rights to which an indemnified person is entitled under any bylaws, agreements, votes of shareowners or disinterested directors or otherwise, both as to actions in such person’s official capacity and as to action in another capacity while holding such office, and such indemnification shall inure to the person’s heirs, executors, and administrators. Further, under Article III, IQVIA Transportation Services Corp. may purchase and maintain insurance on behalf of any person who is or was a director or officer, whether or not the corporation would have the power to indemnify such person under Article III or otherwise.

Article Nine of Med-Vantage, Inc.’s Certificate of Incorporation adopted the provision of Delaware law limiting or eliminating the potential monetary liability of directors to Med-Vantage, Inc. or its stockholders for breaches of a director’s fiduciary duty of care. Notwithstanding the foregoing, a director shall be liable for, to the full extent provided by law, (i) breach of the director’s duty of loyalty to Med-Vantage, Inc., (ii) acts or omissions not performed in good faith or which involve intentional misconduct or knowing violation of law, (iii) actions applicable to Section 174 of the DGCL, or (iv) any transaction from which the director derived an improper personal benefit.

Article Seven of VCG-BIO, Inc.’s Certificate of Incorporation adopted the provision of Delaware law limiting or eliminating the potential monetary liability of directors to VCG-BIO, Inc. or its stockholders for breaches of a director’s fiduciary duty of care. Further, any amendment of such indemnification provision in Article Seven shall not affect any right of protection of a director in respect to any act or omission occurring prior to such amendment.

Article Eight of VCG-BIO, Inc.’s Certificate of Incorporation provides for indemnification of former officers and directors (or such person who has agreed to become an officer or director) to by VCG-BIO, Inc. in the event such current or former officer or director (or such person who has agreed to become an officer or director) is made, or threatened to be made, a party to any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit, proceeding, or appeal therein, if the indemnitee acted in good faith and in a manner which indemnitee reasonably believed to be in, or not opposed to, the best interest of VCG-BIO, Inc., and, with respect to any criminal proceeding, had no reason to believe indemnitee’s conduct was unlawful. Such indemnification rights apply against all expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by indemnitee. Such indemnified liabilities may be paid by VCG-BIO, Inc. in advance, provided that the indemnitee shall reimburse VCG-BIO, Inc. for such advance in the event it is ultimately determined that the indemnitee is not entitled to indemnification against such advance. VCG-BIO, Inc. may purchase and maintain insurance on behalf of its agents, whether or not the corporation would have the power to indemnify such person under the DGCL.

Article Twelve of IQVIA Government Solutions Inc.’s Certificate of Incorporation adopted the provision of Delaware law limiting or eliminating the potential monetary liability of directors to IQVIA Government Solutions Inc. or its stockholders for breaches of a director’s fiduciary duty of care. Notwithstanding the foregoing, a director shall be liable for, to the full extent provided by law, (i) breach of the director’s duty of loyalty to IQVIA Government Solutions Inc., (ii) acts or omissions not performed in good faith or which involve intentional misconduct or knowing violation of law, (iii) actions applicable to Section 174 of the DGCL, or

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(iv) any transaction from which the director derived an improper personal benefit. Further, any amendment of such indemnification provision in Article Seven shall not affect any right of protection of a director in respect to any act or omission occurring prior to such amendment.

Article Thirteen of IQVIA Government Solutions Inc.’s Certificate of Incorporation provides for indemnification of former officers and directors (or such person who has agreed to become an officer or director) by IQVIA Government Solutions Inc. in the event such current or former officer or director (or such person who has agreed to become an officer or director) is made, or threatened to be made, a party to any threatened, pending, or completed civil, criminal, administrative or investigative action (other than an action by or in the right of IQVIA Government Solutions Inc.), if the indemnitee acted in good faith and in a manner which indemnitee reasonably believed to be in, or not opposed to, the best interest of IQVIA Government Solutions Inc., and, with respect to any criminal proceeding, had no reason to believe indemnitee’s conduct was unlawful. Such indemnification rights apply against all expenses (including reasonable attorneys’ fees) and amounts paid in settlement actually and reasonably incurred. Such indemnified liabilities may be paid by IQVIA Government Solutions Inc. in advance, provided that the indemnitee shall reimburse IQVIA Government Solutions Inc. for such advance in the event it is ultimately determined that the indemnitee is not entitled to indemnification against such advance. IQVIA Government Solutions Inc. may purchase and maintain insurance on behalf of its agents, whether or not the corporation would have the power to indemnify such person under the DGCL.

Registrants formed as limited liability companies in Delaware.

Section 18-303(a) of the Delaware Limited Liability Company Act (“DLLCA”) provides that, except as otherwise provided by the DLLCA, the debts, obligations and liabilities of a limited liability company shall be solely the limited liability company’s, and no member or manager of a limited liability company shall be obligated personally for any such debt, obligation or liability solely by reason of being a member or acting as a manager. Section 18-108 of the DLLCA states that subject to such standards and restrictions, if any, as set forth in its limited liability company agreement, a limited liability company has the power to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Article V of IQVIA BioSciences Holdings, LLC’s Limited Liability Company Agreement states that IQVIA BioSciences Holdings, LLC shall indemnify against all liability, loss, and expenses, to the fullest extent permitted under the DLLCA, a person who is or was an officer, or while an officer, is or was serving at the request of IQVIA BioSciences Holdings, LLC as a manager, director, officer, employee, or other agent of IQVIA BioSciences Holdings, LLC. Such person shall be indemnified from any threat of or involvement in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative. Further, except as provided in Article V, IQVIA BioSciences Holdings, LLC shall be required to indemnify a qualified indemnitee in connection with a proceeding commenced by such indemnitee only if the commencement of such action was authorized by a member of IQVIA BioSciences Holdings, LLC. Further, Article V provides that IQVIA BioSciences Holdings, LLC may advance expenses incurred by an indemnitee, provided that such expenses are reimbursed in the event it is decided that the indemnitee is not entitled to indemnification. Such indemnification rights provided in Article V are not exclusive of other rights to which the indemnitee may be entitled to under law, the bylaws, or otherwise. IQVIA BioSciences Holdings, LLC may purchase and maintain insurance on behalf of any indemnitee, whether or not IQVIA BioSciences Holdings, LLC would have the power to indemnify such person under Article V or otherwise.

Article V of IQVIA Biotech LLC’s Limited Liability Company Agreement states that IQVIA Biotech LLC shall indemnify against all liability, loss, and expenses, to the fullest extent permitted under the DLLCA, a person who is or was an officer, or while an officer, is or was serving at the request of IQVIA Biotech LLC as a manager, director, officer, employee, or other agent of IQVIA Biotech LLC. Such person shall be indemnified from any threat of or involvement in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative. Further, except as provided in Article V, IQVIA Biotech LLC shall be required to indemnify a qualified indemnitee in connection with a proceeding commenced by such indemnitee only if the commencement

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of such action was authorized by a member of IQVIA Biotech LLC. Further, Article V provides that IQVIA Biotech LLC may advance expenses incurred by an indemnitee, provided that such expenses are reimbursed in the event it is decided that the indemnitee is not entitled to indemnification. Such indemnification rights provided in Article V are not exclusive of other rights to which the indemnitee may be entitled to under law, the bylaws, or otherwise. IQVIA Biotech LLC may purchase and maintain insurance on behalf of any indemnitee, whether or not IQVIA Biotech LLC would have the power to indemnify such person under Article V or otherwise.

Section 19 of BuzzeoPDMA LLC’s Limited Liability Company Agreement states that members shall not have liability for the obligations or liabilities of the limited liability company, except as provided in the DLLCA.

Article V of Outcome Sciences, LLC’s Limited Liability Company Agreement states that Outcome Sciences, LLC shall indemnify against all liability, loss, and expenses, to the fullest extent permitted under the DLLCA, a person who is or was an officer, or while an officer, is or was serving at the request of Outcome Sciences, LLC as a manager, director, officer, employee, or other agent of Outcome Sciences, LLC. Such person shall be indemnified from any threat of or involvement in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative. Further, except as provided in Article V, Outcome Sciences, LLC shall be required to indemnify a qualified indemnitee in connection with a proceeding commenced by such indemnitee only if the commencement of such action was authorized by a member of Outcome Sciences, LLC. Further, Article V provides that Outcome Sciences, LLC may advance expenses incurred by an indemnitee, provided that such expenses are reimbursed in the event it is decided that the indemnitee is not entitled to indemnification. Such indemnification rights provided in Article V are not exclusive of other rights to which the indemnitee may be entitled to under any statute, the Certificate of Formation, the LLCA or otherwise. Outcome Sciences, LLC may purchase and maintain insurance on behalf of any indemnitee, whether or not Outcome Sciences, LLC would have the power to indemnify such person under Article V or otherwise.

Section 8 of Q Squared Solutions Holdings LLC’s Second Amended Limited Liability Company Agreement states that members shall be indemnified to the fullest extent permitted under the DLLCA, provided that such indemnification is provided out of and to the extent of Q Squared Solutions Holdings LLC’s assets only, and no members or other person shall have any personal liability account thereof.

Section 16 of RX India, LLC’s Limited Liability Company Agreement provides that current and former members, officers, and any member of the Board of Managers shall be indemnified, to the full extent of the DGCL, against any loss, damage, or claim incurred as a result of any action or omission of action taken in good faith concerning the business or activities of RX India, LLC. Such indemnification rights do not apply if such losses are liability are the result of gross negligence or willful misconduct on the part of the indemnitee. Further, Section 16 provides that any indemnity shall be provided out of and to the extent of RX India, LLC assets only, and no members, member of the board of managers nor any indemnitee shall be personally obligated.

Section 20 of ValueMedics Research, LLC’s Amended and Restated Limited Liability Company Agreement provides that current and former members, officers, and directors shall be indemnified, to the full extent of the law, against any and all losses or liability incurred as a result of any action, decision or omission concerning the business or activities of ValueMedics Research, LLC, in any claim, demand, action, or proceeding, whether civil, criminal, administrative, or investigative, except to the extent such losses are liability are determined, by a court of competent jurisdiction in a final decision, to be the result of gross negligence or willful misconduct on the part of the indemnitee. ValueMedics Research, LLC may advance expenses incurred by an indemnitee, provided that such expenses are reimbursed in the event it is decided that the indemnitee is not entitled to indemnification under Section 20. Such indemnification rights provided in Section 20 are not exclusive of other rights to which the indemnitee may be entitled to under law or agreement.

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Registrants incorporated as corporations in Illinois.

Section 8.75 of the Illinois Business Corporation Act (“IBCA”) provides that a corporation may indemnify any person who, by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than one brought on behalf of the corporation, against reasonable expenses (including attorneys’ fees), judgments, fines and settlement payments incurred in connection with the action, suit or proceeding, if such person acted in good faith and in a manner he or she reasonably believed to be not opposed to the best interests of such corporation and, in criminal actions or proceedings, in addition, had no reasonable cause to believe his or her conduct was unlawful. In the case of actions on behalf of the corporation, indemnification may extend only to reasonable expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such action or suit and only if such person acted in good faith and in a manner he or she reasonably believed to be not opposed to the best interests of the corporation, provided that no such indemnification is permitted in respect of any claim, issue or matter as to which such person is adjudged to be liable to the corporation except to the extent that the adjudicating court otherwise provides. To the extent that a present or former director, officer or employee of the corporation has been successful in defending any such action, suit or proceeding (even one on behalf of the corporation) or in defense of any claim, issue or matter therein, such person is entitled to indemnification for reasonable expenses (including attorneys’ fees) incurred by such person in connection therewith if the person acted in good faith and in a manner he or she reasonably believed to be not opposed to the best interests of the corporation.

The indemnification provided for by the IBCA is not exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, and a corporation may maintain insurance on behalf of any person who is or was a director, officer, employee or agent against any liabilities asserted against such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify the person against such liability under the IBCA.

Article VI of Data Niche Associates, Inc.’s bylaws provide that Data Niche Associates, Inc. retains the power to indemnify a director or officer who is a party, or is threatened to be made a party, to any proceeding. Such power to indemnify applies against all expenses, including attorneys’ fees, judgments, fines, amounts paid in settlements, and other amounts actually and reasonably incurred in connection with such proceeding. Data Niche Associates, Inc. may purchase and maintain insurance on behalf of its agents, whether or not the corporation would have the power to indemnify such person under Article VI or applicable law.

Registrants formed as limited liability companies in Illinois.

Section 15-7(a) of the Illinois Limited Liability Company Act (“ILLCA”) provides that an Illinois limited liability company shall reimburse its members and managers for payments made, and shall indemnify its members and managers for debts, obligations and other liabilities incurred, by such member or manager in the course of the business of the limited liability company or for the preservation of its business or property.

Article II of Targeted Molecular Diagnostic LLC’s Amended and Restated Operating Agreement provides that the manager shall be indemnified to the fullest extent of the ILLCA. Further, the manager may receive an advance from Targeted Molecular Diagnostic LLC for expenses incurred, provided that the manager signs a statement agreeing to reimburse Targeted Molecular Diagnostic LLC in the event it is ultimately decided that the manager is not entitled to indemnification. The indemnification provision of Article II applies to any person to whom the manager has delegated management authority pursuant to the Amended and Restated Operating Agreement.

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Registrant formed as a limited liability company in Kansas.

Section §17-7670 of the Kansas Limited Liability Company Act provides that subject to such standards and restrictions, if any, as are set forth in its operating agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever. To the extent that a member, manager, officer, employee or agent has been successful on the merits or otherwise or the defenses of any action, suits or proceeding, or in defense of any issue or matter therein, such director, officer, employee or agent shall be indemnified against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.

Article IV of IQVIA Phase One Services LLC’s Limited Liability Company Agreement provides for the indemnification of members to the fullest extent of Section §17-7670 of the Kansas Limited Liability Company Act. Further, Article IV provides that IQVIA Phase One Services LLC may advance expenses incurred by a member, provided that such expenses are reimbursed in the event it is decided that the member is not entitled to indemnification.

Registrant incorporated as a corporation in Massachusetts.

Section 8.51 of Chapter 156D of the Massachusetts General Laws, as amended (the “Massachusetts General Laws”) provides that a corporation may indemnify a director against liability if (1)(i) he conducted himself in good faith; and (ii) he reasonably believed that his conduct was in the best interest of the corporation or that his conduct was at least not opposed to the best interests of the corporation; and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful; or (2) he engaged in conduct for which he shall not be liable under a provision of the corporation’s articles of organization authorized by Section 2.02(b)(4) of Chapter 156D of the Massachusetts General Laws. Section 8.52 of Chapter 156D of the Massachusetts General Laws provides that a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding.

Section 8.56 of Chapter 156D of the Massachusetts General Laws provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he is an officer of the corporation (1) to the same extent as a director; and (2) if he is an officer but not a director, to such further extent as may be provided by the articles of organization, the bylaws, a resolution of the board of directors, or contract except for liability arising out of acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. Section 8.56 also provides that an officer of a corporation who is not a director is entitled to mandatory indemnification under Section 8.52, and that the officer may apply to a court for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance under those provisions. Section 8.57 of the Massachusetts General Laws also affords a Massachusetts corporation the power to obtain insurance on behalf of its directors and officers against liabilities incurred by them in these capacities.

Article VI of VCG&A, Inc.’s Certificate of Incorporation provides that no director shall be personally liable for monetary damages for any breach of fiduciary duty by such director as a director of VCG&A, Inc. Notwithstanding the foregoing, a director shall be liable for, to the full extent provided by law, (i) breach of the director’s duty of loyalty to VCG&A, Inc., (ii) acts or omissions not performed in good faith or which involve intentional misconduct or knowing violation of law, (iii) actions applicable to Section 61 or 62 or successor provisions of the Massachusetts Business Corporation Law, or (iv) any transaction from which the director received an improper personal benefit.

Article V of VCG&A, Inc.’s By-Laws provide that officers and directors shall be indemnified against all expense, liability, and loss reasonably incurred or suffered, to the fullest extent authorized by Massachusetts Business Corporation Law, in connection with any actual or threatened action, suit, or proceeding, whether civil,

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administrative, investigative, by reason of such officer or director was serving at the request of VCG&A, Inc. The foregoing applies to proceedings initiated by an indemnitee only if such proceeding was authorized by the Board of Directors of VCG&A, Inc. Further, VCG&A, Inc. may purchase and maintain insurance on behalf of any person eligible for indemnification, whether or not the corporation would have the power to indemnify such person under law or Article V. VCG&A, Inc. may advance expenses incurred by an indemnitee, provided that such expenses are reimbursed in the event it is decided that the indemnitee is not entitled to indemnification. Such indemnification rights provided in Article V are not exclusive of other rights to which the indemnitee may be entitled to under the Articles of Incorporation, bylaws, any agreement, any statute, vote of stockholders or disinterested directors, or otherwise.

Registrant incorporated as a corporation in New Jersey.

Section 14A:3-5(2) of the New Jersey Business Corporation Act (the “NJBCA”) empowers a corporation to indemnify a corporate agent (generally defined as any person who is or was a director, officer, employee or agent of such corporation, of any constituent corporation absorbed thereby, or of any other enterprise serving as such at the request of such corporation) who is or was a party or is threatened to be made a party to any pending, threatened or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative, and any appeal therein (other than a proceeding by or in the right of the corporation) by reason of the fact that he is or was such a corporate agent, against reasonable costs, disbursements and counsel fees incurred, and amounts paid or incurred in satisfaction of settlements, judgments, fines and penalties, by such person in connection with such proceeding, if (i) such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and (ii) with respect to any criminal proceeding, such person had no reasonable cause to believe that such conduct was unlawful. Section 14A:3-5(3) of the NJBCA also empowers a corporation to indemnify a corporate agent against reasonable costs, disbursements and counsel fees incurred by him in connection with any proceeding by or in the right of the corporation to procure a judgment in its favor that involves such corporate agent by reason of the fact that he is or was a corporate agent, if he acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Superior Court of New Jersey or the court in which such action or suit was brought shall determine that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

Section 14A:3-5(4) of the NJBCA requires that a New Jersey corporation shall indemnify a corporate agent against reasonable costs, disbursements and counsel fees incurred by him to the extent that such corporate agent has been successful in the defense of any action, suit or proceeding referred to above, or in the defense of any claim, issue or matter therein. Unless otherwise provided in the certificate of incorporation or bylaws, such determination shall be made (a) by the board of directors or a committee thereof, acting by a majority vote of a quorum consisting of directors who were not parties to or otherwise involved in the proceeding; or (b) if such a quorum is not obtainable, or, even if obtainable and such quorum of the board of directors or committee by a majority vote of the disinterested directors so direct, by independent legal counsel, in a written opinion, such counsel to be designated by the board of directors; or (c) by the shareholders if the certificate of incorporation or bylaws or a resolution of the board of directors or of the shareholders so directs.

Under Section 14A:3-5(6) of the NJBCA, expenses incurred by a corporate agent in connection with a proceeding may be paid by the corporation in advance of the final disposition of the proceeding as authorized by the board of directors upon receipt of an undertaking by or on behalf of the corporate agent to repay such amount if it shall ultimately be determined that he is not entitled to be so indemnified.

Section 14A:3-5(8) further provides that indemnification and advancement of expenses provided for by Section 14A:3-5 of the NJBCA shall not be deemed exclusive of any rights to which a corporate agent may be entitled, whether under a certificate of incorporation, bylaw, agreement, vote of stockholders or otherwise; provided that no

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indemnification shall be made to such corporate agent if a judgment or other final adjudication adverse to the corporate agent establishes that his acts or omissions (a) were in breach of his duty of loyalty to the corporation or its shareholders, (b) were not in good faith or involved a knowing violation of law or (c) resulted in receipt by the corporate agent of an improper personal benefit. The NJBCA also empowers a corporation to purchase and maintain insurance on behalf of a corporate agent against any liability asserted against him or expenses incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liabilities and expenses under NJBCA Section 14A:3-5.

Article III of IQVIA Medical Communications & Consulting, Inc.’s By-Laws provide for indemnification to any present or future director or officer against reasonable costs, expenses (exclusive of any amount paid to the corporation in settlement), and attorneys’ fees paid or incurred with respect to any action, suit, or proceeding to which any director or officer may be made party, provided (i) such proceeding shall be prosecuted against such director or officer to final determination, and it shall not be finally found in such proceeding that the director or officer was derelict in the performance of director or officer duties, or (ii) such proceeding shall be settled or otherwise end without a final determination on the merits, and it is determined by the Board of Directors that said director or officer had not in any substantial way been derelict in the performance of director or officer duties as charged in such proceeding. Article III shall be in addition to, and not restrict or limit, the privileges of power conferred by New Jersey law on a corporation with respect to indemnification or reimbursement of directors or officers.

Registrant incorporated as a corporation in New York.

Section 722 of the New York Business Corporation Law (the “NYBCL”) empowers a New York corporation to indemnify any person who is, or is threatened to be, made party to any action or proceeding (other than one by or in the right of the corporation to procure a judgment in its favor), whether civil or criminal, by reason of the fact that such person (or such person’s testator or intestate), was an officer or director of such corporation, or served at the request of such corporation as a director, officer, employee, agent, or in any other capacity, of another corporation or enterprise. The indemnity may include judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred by such person as a result of such action or proceeding, or any appeal therein, provided that such officer or director acted in good faith, for a purpose that he or she reasonably believed to be in or, in the case of service for another corporation or enterprise, not opposed to, the best interests of the corporation and, for criminal actions or proceedings, in addition, had no reasonable cause to believe his or her conduct was unlawful. A New York corporation may indemnify any officer or director against amounts paid in settlement and reasonable expenses, including attorneys’ fees, under the same conditions, except that no indemnification is permitted in respect of (1) a threatened action, or a pending action which is settled or otherwise disposed of, or (2) any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only to the extent judicially approved.

In accordance with Section 402(b) of the NYBCL, the certificate of incorporation may contain a provision to limit the personal liability of directors of the company to the fullest extent permitted under the NYBCL; provided, however, that there shall be no limitation of a director’s liability for acts or omissions committed in bad faith, or that involved intentional misconduct or a knowing violation of law, or from which a director personally gained a financial profit or other advantage to which he or she was not legally entitled. The effect of this provision is to eliminate personal liability of directors to the Company and its shareholders for monetary damages for actions involving a breach of their fiduciary duty of care, including any actions involving gross negligence.

Article Seven of IQVIA Medical Education Inc.’s Certificate of Incorporation provides for the indemnification of any and all persons that IQVIA Medical Education Inc. to the fullest extent under the NYBCL. Such indemnification under Article 7 is not to be deemed exclusive of any other rights which such indemnified person may be entitled to under any law, bylaw, resolution of shareholders or directors, agreement, or otherwise, as permitted by Article 7, as to action in any capacity in which such person served at the request of IQVIA Medical Education Inc.

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Registrants incorporated as corporations in North Carolina.

Section 55-8-51 of the North Carolina Business Corporation Act (“NCBCA”) provides that a corporation may indemnify an individual made a party to a proceeding because he is or was a director against liability incurred in the proceeding if: (1) he conducted himself in good faith; (2) he reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests and (ii) in all other cases, that his conduct was at least not opposed to its best interests; and (3) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director (i) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or (ii) in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him.

Section 55-8-57 of the NCBCA permits a corporation, in its articles of incorporation or bylaws or by contract or resolution, to indemnify, or agree to indemnify, its directors, officers, employees or agents against liability and expenses (including attorneys’ fees) in any proceeding (including proceedings brought by or on behalf of the corporation) arising out of their status as such or their activities in such capacities, except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation. Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or officer who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which such director or officer was made a party because he was or is a director or officer of the corporation against reasonable expenses actually incurred by the director or officer in connection with the proceeding. Section 55-8-57 of the NCBCA authorizes a corporation to purchase and maintain insurance on behalf of an individual who was or is a director, officer, employee or agent of the corporation against certain liabilities incurred by such a person, whether or not the corporation is otherwise authorized by the NCBCA to indemnify that person.

Article 6 of Benefit Holding, Inc.’s Articles of Incorporation state that a director shall not be personally liable for monetary damages for breach of any duty as a director of Benefit Holding, Inc., except for liability with respect to (i) acts or omissions that the director at the time of such breach knew or believed were clearly in conflict with the best interests of the corporation; (ii) any liability under Section 55-8-33 of the NCBCA; or (iii) any transaction from which the director derived an improper personal benefit. Further, Article 6 provides that the liability of a director shall be limited or eliminated to the fullest extent of the NCBA, as amended, should the NCBA be amended to authorize corporate action for further eliminating or limiting the personal liability of directors.

Article IX of Benefit Holding, Inc.’s Bylaws provide for the indemnification of the current and former officers and directors of Benefit Holding, Inc. to the fullest extent of the law in the event such current or former officer or director is made, or threatened to be made, a party to any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit, proceeding, or appeal therein. Such indemnified liabilities may be paid by Benefit Holding, Inc. in advance, upon receipt of an undertaking by or on behalf of the director to repay such amount unless it shall ultimately be determined that such individual is entitled to indemnification for such expenses. Indemnification shall cover (i) reasonable expenses, including without limitation all attorneys’ fees actually and necessarily incurred by such indemnitee in connection with any such action, suit or proceeding, (ii) all reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which such individual may have become liable in such action, suit or proceeding; and (iii) all reasonable expenses incurred in enforcing the indemnification rights provided herein. Article IX shall not be limited by Section 55-8-51 of the NCBCA. Any repeal or modification of the indemnification provisions contained in Article IX shall not affect any rights or obligations existing at the time of such repeal or modification.

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Article IX of Innovex Merger Corp.’s Bylaws provides for the indemnification of the current and former officers and directors of Innovex Merger Corp. to the fullest extent permitted by law in the event such current or former officer or director is made, or threatened to be made, a party to any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit, proceeding, or appeal therein. Such indemnified liabilities may be paid by Innovex Merger Corp. in advance, upon receipt of an undertaking by or on behalf of the director to repay such amount unless it shall ultimately be determined that such individual is entitled to indemnification for such expenses. Indemnification shall cover (i) reasonable expenses, including without limitation all attorneys’ fees actually and necessarily incurred by such indemnitee in connection with any such action, suit or proceeding, (ii) all reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which such individual may have become liable in such action, suit or proceeding; and (iii) all reasonable expenses incurred in enforcing the indemnification rights provided herein. Article IX shall not be limited by Section 55-8-51 of the NCBCA. Any repeal or modification of the indemnification provisions contained in Article IX shall not affect any rights or obligations existing at the time of such repeal or modification.

Article 6 of IQVIA Pharma Inc.’s Articles of Incorporation state that a director shall not be personally liable for monetary damages for breach of any duty as a director of IQVIA Pharma Inc., except for liability with respect to (i) acts or omissions that the director at the time of such breach knew or believed were clearly in conflict with the best interests of the corporation; (ii) any liability under Section 55-8-33 of the NCBCA; or (iii) any transaction from which the director derived an improper personal benefit. Further, Article 6 provides that the liability of a director shall be limited or eliminated to the fullest extent of the NCBA, as amended, should the NCBA be amended to authorize corporate action for further eliminating or limiting the personal liability of directors.

Article IX of IQVIA Pharma Inc.’s Bylaws provide for the indemnification of the current and former officers and directors of IQVIA Pharma Inc. to the fullest extent permitted by law in the event such current or former officer or director is made, or threatened to be made, a party to any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit, proceeding, or appeal therein. Such indemnified liabilities may be paid by IQVIA Pharma Inc. in advance, upon receipt of an undertaking by or on behalf of the director to repay such amount unless it shall ultimately be determined that such individual is entitled to indemnification for such expenses. Indemnification shall cover (i) reasonable expenses, including without limitation all attorneys’ fees actually and necessarily incurred by such indemnitee in connection with any such action, suit or proceeding, (ii) all reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which such individual may have become liable in such action, suit or proceeding; and (iii) all reasonable expenses incurred in enforcing the indemnification rights provided herein. Article IX shall not be limited by Section 55-8-51 of the NCBCA. Any repeal or modification of the indemnification provisions contained in Article IX shall not affect any rights or obligations existing at the time of such repeal or modification.

Article 6 of IQVIA Pharma Services Corp.’s Articles of Incorporation state that a director shall not be personally liable for monetary damages for breach of any duty as a director of IQVIA Pharma Services Corp., except for liability with respect to (i) acts or omissions that the director at the time of such breach knew or believed were clearly in conflict with the best interests of the corporation; (ii) any liability under Section 55-8-33 of the NCBCA; or (iii) any transaction from which the director derived an improper personal benefit. Further, Article 6 provides that the liability of a director shall be limited or eliminated to the fullest extent of the NCBA, as amended, should the NCBA be amended to authorize corporate action for further eliminating or limiting the personal liability of directors.

Article IX of IQVIA Pharma Services Corp.’s Bylaws provide for the indemnification of the current and former officers and directors of IQVIA Pharma Services Corp. to the fullest extent permitted by law in the event such current or former officer or director is made, or threatened to be made, a party to any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit, proceeding, or appeal therein.

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Such indemnified liabilities may be paid by IQVIA Pharma Services Corp. in advance, upon receipt of an undertaking by or on behalf of the director to repay such amount unless it shall ultimately be determined that such individual is entitled to indemnification for such expenses. Indemnification shall cover (i) reasonable expenses, including without limitation all attorneys’ fees actually and necessarily incurred by such indemnitee in connection with any such action, suit or proceeding, (ii) all reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which such individual may have become liable in such action, suit or proceeding; and (iii) all reasonable expenses incurred in enforcing the indemnification rights provided herein. Article IX shall not be limited by Section 55-8-51 of the NCBCA. Any repeal or modification of the indemnification provisions contained in Article IX shall not affect any rights or obligations existing at the time of such repeal or modification.

Article IX of IQVIA RDS Inc.’s Bylaws provide for the indemnification of the current and former officers and directors of IQVIA RDS Inc. to the fullest extent permitted by law in the event such current or former officer or director is made, or threatened to be made, a party to any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit, proceeding, or appeal therein. Such indemnified liabilities may be paid by IQVIA RDS Inc. in advance, upon receipt of an undertaking by or on behalf of the director to repay such amount unless it shall ultimately be determined that such individual is entitled to indemnification for such expenses. Indemnification shall cover (i) reasonable expenses, including without limitation all attorneys’ fees actually and necessarily incurred by such indemnitee in connection with any such action, suit or proceeding, (ii) all reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which such individual may have become liable in such action, suit or proceeding; and (iii) all reasonable expenses incurred in enforcing the indemnification rights provided herein. Article IX shall not be limited by Section 55-8-51 of the NCBCA. Any repeal or modification of the indemnification provisions contained in Article IX shall not affect any rights or obligations existing at the time of such repeal or modification.

Article IX of IQVIA RDS Asia Inc.’s Bylaws provides for the indemnification of the current and former officers and directors of IQVIA RDS Asia Inc. to the fullest extent permitted by law in the event such current or former officer or director is made, or threatened to be made, a party to any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit, proceeding, or appeal therein. Such indemnified liabilities may be paid by IQVIA RDS Asia Inc. in advance, upon receipt of an undertaking by or on behalf of the director to repay such amount unless it shall ultimately be determined that such individual is entitled to indemnification for such expenses. Indemnification shall cover (i) reasonable expenses, including without limitation all attorneys’ fees actually and necessarily incurred by such indemnitee in connection with any such action, suit or proceeding, (ii) all reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which such individual may have become liable in such action, suit or proceeding; and (iii) all reasonable expenses incurred in enforcing the indemnification rights provided herein. Article IX shall not be limited by Section 55-8-51 of the NCBCA. Any repeal or modification of the indemnification provisions contained in Article IX shall not affect any rights or obligations existing at the time of such repeal or modification. Article 6 of IQVIA RDS Asia Inc.’s Articles of Incorporation states that a director shall not be personally liable for monetary damages for breach of any duty as a director of IQVIA RDS Asia Inc., except for liability with respect to (i) acts or omissions that the director at the time of such breach knew or believed were clearly in conflict with the best interests of the corporation; (ii) any liability under Section 55-8-33 of the NCBCA; or (iii) any transaction from which the director derived an improper personal benefit. Further, Article 6 provides that the liability of a director shall be limited or eliminated to the fullest extent of the NCBA, as amended, should the NCBA be amended to authorize corporate action for further eliminating or limiting the personal liability of directors.

Article 6 of QCare Site Services, Inc.’s Articles of Incorporation, as amended, states that a director shall be indemnified for a breach of duty as a director, except for liability with respect to (i) acts or omissions that the director at the time of such breach knew or believed were clearly in conflict with the best interests of the

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corporation; (ii) any liability under Section 55-8-33 of the NCBCA; or (iii) any transaction from which the director derived an improper personal benefit. Further, Article 6 provides that the liability of a director shall be limited or eliminated to the fullest extent of the NCBA, as amended, should the NCBA be amended to authorize corporate action for further eliminating or limiting the personal liability of directors.

Article IX of QCare Site Services, Inc.’s Bylaws provides for the indemnification of the current and former officers and directors of QCare Site Services, Inc. to the fullest extent permitted by law in the event such current or former officer or director is made, or threatened to be made, a party to any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit, proceeding, or appeal therein. Such indemnified liabilities may be paid by QCare Site Services, Inc. in advance, upon receipt of an undertaking by or on behalf of the director to repay such amount unless it shall ultimately be determined that such individual is entitled to indemnification for such expenses. Indemnification shall cover (i) reasonable expenses, including without limitation all attorneys’ fees actually and necessarily incurred by such indemnitee in connection with any such action, suit or proceeding, (ii) all reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which such individual may have become liable in such action, suit or proceeding; and (iii) all reasonable expenses incurred in enforcing the indemnification rights provided herein. Article IX shall not be limited by Section 55-8-51 of the NCBCA. Any repeal or modification of the indemnification provisions contained in Article IX shall not affect any rights or obligations existing at the time of such repeal or modification.

Registrant formed as a limited liability company in North Carolina.

Section 57D-3-31 of the North Carolina Limited Liability Company Act (the “NCLLCA”) provides that a limited liability corporation must indemnify a person who is wholly successful on the merits or otherwise in the defense of any proceeding to which the person was a party because the person is or was a member, a manager, or other company official if the person also is or was an interest owner at the time to which the claim relates, acting within the person’s scope of authority as a manager, member, or other company official against expenses incurred by the person in connection with the proceeding. A North Carolina limited liability corporation is required to reimburse a person who is or was a member for any payment made and indemnify the person for any obligation, including any judgment, settlement, penalty, fine, or other cost, incurred or borne in the authorized conduct of the business or preservation of the business or property, whether acting in the capacity of a manager, member, or other company official if, in making the payment or incurring the obligation, the person complied with the duties and standards of conduct (i) under G.S. 57D-3-21 (relating to duties and standards of conduct), as modified or eliminated by the operating agreement or (ii) otherwise imposed by applicable law.

Article V of IQVIA RDS Latin America LLC’s Second Amended and Restated Limited Liability Company Agreement provides for indemnification of members to the fullest extent permitted or required under the NCLLCA. Article V further provides that a member’s expenses may be advanced, provided that the member shall reimburse the limited liability company for such advance in the event it is ultimately determined that the member is not entitled to indemnification against such advance. Further, IQVIA RDS Latin America LLC may purchase and maintain insurance on behalf of any person eligible for indemnification, whether or not IQVIA RDS Latin America LLC would have the power to indemnify such person under law or Article V. Such indemnification rights provided in Article V are not exclusive of other rights to which the indemnitee may be entitled to under any statute, any provision of the Articles of Organization or Amended and Restated Limited Liability Company Agreement, as amended, of IQVIA RDS Latin America LLC, or otherwise.

Article IV of Q Squared Solutions LLC’s Limited Liability Company Agreement provides for indemnification of members to the fullest extent permitted or required under the NCLLCA. Article IV further provides that a member’s expenses may be advanced, provided that the member shall reimburse the limited liability company for such advance in the event it is ultimately determined that the member is not entitled to indemnification against such advance.

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Item 21. Exhibits and Financial Statements Schedules.

			Incorporated by Reference
Exhibit No.	Exhibit Description	Filed Herewith	Form	File No.	Exhibit	Filing Date
3.1	Amended and Restated Certificate of Incorporation of IQVIA Holdings Inc., effective April 18, 2023.		8-K	001-35907	3.1	April 18, 2023
3.2	Amended and Restated Bylaws of IQVIA Holdings Inc., effective April 18, 2023.		8-K	001-35907	3.2	April 18, 2023
3.3	Amended and Restated Certificate of Incorporation of IQVIA Inc., as amended	X
3.4	Amended and Restated By-laws of IQVIA Inc.	X
3.5	Articles of Incorporation of Benefit Holding, Inc.	X
3.6	Bylaws of Benefit Holding, Inc.	X
3.7	Certificate of Formation of BuzzeoPDMA LLC	X
3.8	LLC Agreement of BuzzeoPDMA LLC	X
3.9	Articles of Incorporation of Data Niche Associates, Inc., as amended	X
3.10	Bylaws of Data Niche Associates, Inc.	X
3.11	Amended and Restated Certificate of Incorporation of IMS Software Services Ltd.	X
3.12	Amended and Restated By-laws of IMS Software Services Ltd.	X

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			Incorporated by Reference
Exhibit No.	Exhibit Description	Filed Herewith	Form	File No.	Exhibit	Filing Date
3.13	Articles of Incorporation of Innovex Merger Corp., as amended	X
3.14	Bylaws of Innovex Merger Corp.	X
3.15	Certificate of Incorporation of Intercontinental Medical Statistics International, Ltd., as amended	X
3.16	By-laws of Intercontinental Medical Statistics International, Ltd.	X
3.17	Certificate of Formation of IQVIA BioSciences Holdings, LLC, as amended	X
3.18	Limited Liability Company Agreement of IQVIA BioSciences Holdings, LLC	X
3.19	Certificate of Formation of IQVIA Biotech LLC (f/k/a Novella Clinical LLC), as amended	X
3.20	Limited Liability Company Agreement of IQVIA Biotech LLC (f/k/a Novella Clinical LLC), as amended	X
3.21	Certificate of Incorporation of IQVIA Chinametrik Inc., as amended	X
3.22	Amended and Restated By-Laws of IMS Chinametrik Inc.	X
3.23	Certificate of Incorporation of IQVIA Commercial Finance Inc., as amended	X

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			Incorporated by Reference
Exhibit No.	Exhibit Description	Filed Herewith	Form	File No.	Exhibit	Filing Date
3.24	By-laws of IQVIA Commercial Finance Inc.	X
3.25	Certificate of Incorporation of IQVIA Commercial India Holdings Corp., as amended	X
3.26	By-laws of IQVIA Commercial India Holdings Corp.	X
3.27	Certificate of Incorporation of IQVIA Commercial Trading Corp., as amended	X
3.28	By-laws of IQVIA Commercial Trading Corp.	X
3.29	Certificate of Incorporation of IQVIA Government Solutions Inc., as amended	X
3.30	Bylaws of IQVIA Government Solutions Inc.	X
3.31	Certificate of Incorporation of IQVIA Medical Communications & Consulting, Inc., as amended	X
3.32	By-laws of IQVIA Medical Communications & Consulting, Inc.	X
3.33	Certificate of Incorporation of IQVIA Medical Education Inc., as amended	X
3.34	By-laws of IQVIA Medical Education Inc.	X

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			Incorporated by Reference
Exhibit No.	Exhibit Description	Filed Herewith	Form	File No.	Exhibit	Filing Date
3.35	Articles of Incorporation of IQVIA Pharma Inc., as amended	X
3.36	Bylaws of IQVIA Pharma Inc.	X
3.37	Articles of Incorporation of IQVIA Pharma Services Corp., as amended	X
3.38	Bylaws of IQVIA Pharma Services Corp.	X
3.39	Articles of Organization of IQVIA Phase One Services LLC, as amended	X
3.40	Limited Liability Company Agreement of IQVIA Phase One Services LLC	X
3.41	Articles of Incorporation of IQVIA RDS Asia Inc., as amended	X
3.42	Amended and Restated Bylaws of IQVIA RDS Asia Inc.	X
3.43	Articles of Incorporation of IQVIA RDS Inc., as amended	X
3.44	Bylaws of IQVIA RDS Inc.	X
3.45	Articles of Organization of IQVIA RDS Latin America LLC, as amended	X
3.46	Second Amended and Restated Limited Liability Company Agreement of IQVIA RDS Latin America LLC	X

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			Incorporated by Reference
Exhibit No.	Exhibit Description	Filed Herewith	Form	File No.	Exhibit	Filing Date
3.47	Certificate of Incorporation of IQVIA Trading Management Inc., as amended	X
3.48	By-laws of IQVIA Trading Management Inc.	X
3.49	Certificate of Incorporation of IQVIA Transportation Services Corp., as amended	X
3.50	By-laws of IQVIA Transportation Services Corp.	X
3.51	Amended and Restated Certificate of Incorporation of Med-Vantage, Inc., as amended	X
3.52	By-laws of Med-Vantage, Inc.	X
3.53	Certificate of Formation of Outcome Sciences, LLC	X
3.54	Limited Liability Company Agreement of Outcome Sciences, LLC	X
3.55	Certificate of Incorporation of IQVIA CSMS US Inc., as amended	X
3.56	By-laws of IQVIA CSMS US Inc.	X
3.57	Certificate of Formation of RX India, LLC	X
3.58	Limited Liability Company Agreement of RX India, LLC	X

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			Incorporated by Reference
Exhibit No.	Exhibit Description	Filed Herewith	Form	File No.	Exhibit	Filing Date
3.59	Articles of Organization of Targeted Molecular Diagnostics, LLC, as amended	X
3.60	Amended and Restated Operating Agreement of Targeted Molecular Diagnostics, LLC, as amended	X
3.61	Certificate of Formation of ValueMedics Research, LLC, as amended	X
3.62	Amended and Restated Limited Liability Company Agreement of ValueMedics Research, LLC	X
3.63	Articles of Organization of VCG&A, Inc., as amended	X
3.64	By-laws of VCG&A, Inc.	X
3.65	Certificate of Incorporation of VCG-BIO, INC., as amended	X
3.66	By-laws of VCG-BIO, INC.	X
3.67	Articles of Organization of Q Squared Solutions LLC, as amended	X
3.68	Limited Liability Company Agreement of Q Squared Solutions LLC	X
3.69	Certificate of Formation of Q Squared Solutions Holdings LLC, as amended	X

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			Incorporated by Reference
Exhibit No.	Exhibit Description	Filed Herewith	Form	File No.	Exhibit	Filing Date
3.70	Second Amended Limited Liability Company Agreement of Q Squared Solutions Holdings LLC	X
3.71	Articles of Incorporation of QCare Site Services, Inc., as amended	X
3.72	Bylaws of QCare Site Services, Inc	X
4.1	Specimen Common Stock Certificate of Quintiles Transnational Holdings Inc.	S-1/A	333-186708	4.1	April 26, 2013	S-1/A
4.2	Indenture, dated as of September  28, 2016, among Quintiles IMS Incorporated, the Guarantors listed therein and U.S. Bank National Association, as Trustee.		8-K	001-35907	4.1	October 3, 2016
4.3	Indenture, dated September  14, 2017, among Quintiles IMS Incorporated, as Issuer, U.S. Bank National Association, as trustee of the Notes, and certain subsidiaries of the Issuer as guarantors U.S. Bank National Association, as trustee of the Notes, and certain subsidiaries of the Issuer as guarantors.		8-K	001-35907	4.1	September 19, 2017
4.4	Indenture, dated May  10, 2019, among IQVIA Inc., as Issuer, U.S. Bank National Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors.		8-K	001-35907	4.1	May 10, 2019

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			Incorporated by Reference
Exhibit No.	Exhibit Description	Filed Herewith	Form	File No.	Exhibit	Filing Date
4.5	Indenture, dated August  13, 2019, among IQVIA Inc., as Issuer, U.S. Bank National Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors.		8-K	001-35907	4.1	August 13, 2019
4.6	Indenture, dated June  24, 2020, among IQVIA Inc., as Issuer, U.S. Bank National Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors.		8-K	001-35907	4.1	June 24, 2020
4.7	Indenture, dated March  3, 2021, among IQVIA Inc., as Issuer, U.S. Bank National Association, as trustee of the Notes and certain subsidiaries of the Issuer, as guarantors.		8-K	001-35907	4.1	March 3, 2021
4.8	Amended and Restated Indenture, dated December  19, 2023, among IQVIA Inc., as Issuer, U.S. Bank Trust Company, National Association, as trustee of the 5.700% Senior Secured Notes due 2028 and the Company and certain subsidiaries of the Issuer as guarantors.	X

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			Incorporated by Reference
Exhibit No.	Exhibit Description	Filed Herewith	Form	File No.	Exhibit	Filing Date
4.9	Amended and Restated Indenture, dated December  19, 2023, among IQVIA Inc., as Issuer, U.S. Bank Trust Company, National Association, as trustee of the 6.250% Senior Secured Notes due 2029 and the Company and certain subsidiaries of the Issuer as guarantors.	X
4.10	Form of 5.700% Senior Secured Notes due 2028		8-K	001-35907	4.1	May 23, 2023
4.11	Form of 6.250% Senior Secured Notes due 2029		8-K	001-35907	4.1	November 28, 2023
5.1	Opinion of Ropes & Gray LLP.	X
5.2	Opinion of Duane Morris LLP, New Jersey and Kansas counsel to the Company.	X
5.3	Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP North Carolina counsel to the Company.	X
10.1	Registration Rights Agreement, dated May 23, 2023, among IQVIA Inc., IQVIA Holdings Inc., certain subsidiaries of the Issuer as guarantors, and Goldman Sachs  & Co. LLC as representative of the several initial purchasers.	X

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			Incorporated by Reference
Exhibit No.	Exhibit Description	Filed Herewith	Form	File No.	Exhibit	Filing Date
10.2	Registration Rights Agreement, dated November  28, 2023, among IQVIA Inc., IQVIA Holdings Inc., certain subsidiaries of the Issuer as guarantors, and J.P. Morgan Securities LLC as representative of the several initial purchasers.	X
21.1	IQVIA Holdings Inc. Subsidiary Listing—as of 12/ 31/2022		10-K	001-35907	21.1	February 15, 2023
22.1	List of Subsidiary Guarantors and Affiliates who Collateralize the Registrant’s Securities	X
23.1	Consent of PricewaterhouseCoopers LLP.	X
23.2	Consent of Ropes & Gray LLP (included in Exhibit 5.1 hereto).	X
23.3	Consent of Duane Morris LLP (included in Exhibit 5.2 hereto).	X
23.4	Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP (Included in Exhibit 5.3 hereto).	X
24.1	Powers of Attorney (included on the signatures page hereto).
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939.	X
99.1	Letter of Transmittal.	X
99.2	Form of Letter to Holders.	X
107	Filing Fee Table.	X

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Item 22. Undertakings

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of such Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of such undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of such undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of such undersigned Registrant or used or referred to by such undersigned Registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about such undersigned Registrant or its securities provided by or on behalf of such undersigned Registrant; and

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(iv) Any other communication that is an offer in the offering made by such undersigned Registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of such Registrant pursuant to the foregoing provisions, or otherwise, such Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by such Registrant of expenses incurred or paid by a director, officer or controlling person of such Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(8) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

(9) To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(10) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Durham, North Carolina, on January 5, 2024.

IQVIA HOLDINGS INC. IQVIA INC. (Registrant)
By:	/s/ Eric M. Sherbet
	Name: Eric M. Sherbet
	Title: Executive Vice President, General Counsel, and Secretary of IQVIA Holdings Inc. and President and Sole Director of IQVIA Inc.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ari Bousbib, Ronald E. Bruehlman and Eric M. Sherbet, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name, place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and any registration statement for the same offering filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying, approving and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ari Bousbib Ari Bousbib	Chairman, President and Chief Executive Officer (Principal Executive Officer) and Director of IQVIA Holdings Inc.	January 5, 2024
/s/ Ronald E. Bruehlman Ronald E. Bruehlman	Executive Vice President and Chief Financial Officer (Principal Financial Officer) of IQVIA Holdings Inc.	January 5, 2024
/s/ Keriann Cherofsky Keriann Cherofsky	Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer) of IQVIA Holdings Inc.	January 5, 2024
/s/ Carol J. Burt Carol J. Burt	Director of IQVIA Holdings Inc.	January 5, 2024
/s/ John P. Connaughton John P. Connaughton	Director of IQVIA Holdings Inc.	January 5, 2024

II-27

/s/ John G. Danhakl John G. Danhakl	Director of IQVIA Holdings Inc.	January 5, 2024
/s/ James A. Fasano James A. Fasano	Director of IQVIA Holdings Inc.	January 5, 2024
/s/ Colleen A. Goggins Colleen A. Goggins	Director of IQVIA Holdings Inc.	January 5, 2024
/s/ John M. Leonard, M.D. John M. Leonard, M.D.	Director of IQVIA Holdings Inc.	January 5, 2024
/s/ Leslie Wims Morris Leslie Wims Morris	Director of IQVIA Holdings Inc.	January 5, 2024
/s/ Todd B. Sisitsky Todd B. Sisitsky	Director of IQVIA Holdings Inc.	January 5, 2024
/s/ Sheila A. Stamps Sheila A. Stamps	Director of IQVIA Holdings Inc.	January 5, 2024
/s/ Eric M. Sherbet Eric M. Sherbet	President (Principal Executive Officer) and Director of IQVIA Inc.	January 5, 2024
/s/ Nicholas Childs Nicholas Childs	Vice President & Treasurer (Principal Financial Officer and Principal Accounting Officer) of IQVIA Inc.	January 5, 2024

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Durham, North Carolina, on January 5, 2024.

BENEFIT HOLDING, INC. BUZZEOPDMA LLC DATA NICHE ASSOCIATES, INC. IMS SOFTWARE SERVICES LTD. INNOVEX MERGER CORP. INTERCONTINENTAL MEDICAL STATISTICS INTERNATIONAL, LTD. IQVIA BIOSCIENCES HOLDINGS, LLC IQVIA BIOTECH LLC (F/K/A NOVELLA CLINICAL LLC) IQVIA CHINAMETRIK INC. IQVIA COMMERCIAL FINANCE INC. IQVIA COMMERCIAL INDIA HOLDINGS CORP. IQVIA COMMERCIAL TRADING CORP. IQVIA MEDICAL COMMUNICATIONS & CONSULTING, INC. IQVIA MEDICAL EDUCATION INC. IQVIA PHARMA INC. IQVIA PHARMA SERVICES CORP. IQVIA PHASE ONE SERVICES LLC IQVIA RDS ASIA INC. IQVIA RDS INC. IQVIA RDS LATIN AMERICA LLC IQVIA TRADING MANAGEMENT INC. IQVIA TRANSPORTATION SERVICES CORP. MED-VANTAGE, INC. OUTCOME SCIENCES, LLC QCARE SITE SERVICES, INC. IQVIA CSMS US INC. RX INDIA, LLC TARGETED MOLECULAR DIAGNOSTICS, LLC VALUEMEDICS RESEARCH, LLC VCG&A, INC. VCG-BIO, INC. Q SQUARED SOLUTIONS LLC Q SQUARED SOLUTIONS HOLDINGS LLC
By:	/s/ Eric M. Sherbet
	Name: Eric M. Sherbet
	Title: President

II-29

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eric M. Sherbet and Nicholas Childs, and each of them severally, his or her true and lawful attorney or attorneys-in-fact and agents, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his or her name, place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and any registration statement for the same offering filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and each of them full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying, approving and confirming all that said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Eric M. Sherbet Eric M. Sherbet	President (Principal Executive Officer) of Benefit Holding, Inc., BuzzeoPDMA LLC, Data Niche Associates, Inc. IMS Software Services Ltd., Innovex Merger Corp., Intercontinental Medical Statistics International, Ltd., IQVIA BioSciences Holdings, LLC, IQVIA Biotech LLC, IQVIA Chinametrik Inc., IQVIA Commercial India Holdings Corp., IQVIA Commercial Trading Corp., IQVIA CSMS US Inc., IQVIA Medical Communications & Consulting, Inc., IQVIA Medical Education Inc., IQVIA Pharma Inc., IQVIA Pharma Services Corp., IQVIA Phase One Services LLC, IQVIA RDS Asia Inc., IQVIA RDS Inc., IQVIA RDS Latin America LLC, IQVIA Trading Management Inc., IQVIA Transportation Services Corp., Med-Vantage, Inc., Outcome Sciences, LLC, Q Squared Solutions Holdings LLC, Q Squared Solutions LLC, QCare Site Services, Inc., RX India, LLC, Targeted Molecular Diagnostics, LLC, ValueMedics Research, LLC, VCG&A, Inc. and VCG-BIO, Inc.	January 5, 2024

II-30

/s/ Nicholas Childs Nicholas Childs	Vice President & Treasurer (Principal Financial Officer and Principal Accounting Officer) of Benefit Holding, Inc., BuzzeoPDMA LLC, Data Niche Associates, Inc. IMS Software Services Ltd., Innovex Merger Corp., Intercontinental Medical Statistics International, Ltd., IQVIA BioSciences Holdings, LLC, IQVIA Biotech LLC, IQVIA Chinametrik Inc., IQVIA Commercial India Holdings Corp., IQVIA Commercial Trading Corp., IQVIA CSMS US Inc., IQVIA Inc., IQVIA Medical Communications & Consulting, Inc., IQVIA Medical Education Inc., IQVIA Pharma Inc., IQVIA Pharma Services Corp., IQVIA Phase One Services LLC, IQVIA RDS Asia Inc., IQVIA RDS Inc., IQVIA RDS Latin America LLC, IQVIA Trading Management Inc., IQVIA Transportation Services Corp., Med-Vantage, Inc., Outcome Sciences, LLC, Q Squared Solutions Holdings LLC, Q Squared Solutions LLC, QCare Site Services, Inc., RX India, LLC, Targeted Molecular Diagnostics, LLC, ValueMedics Research, LLC, VCG&A, Inc. and VCG-BIO, Inc.	January 5, 2024
/s/ Eric M. Sherbet Eric M. Sherbet	Director of Benefit Holding, Inc.; Data Niche Associates, Inc.; IMS Software Services Ltd., as member of IQVIA RDS Latin America LLC; Innovex Merger Corp., as member of IQVIA RDS Latin America LLC; Intercontinental Medical Statistics International, Ltd.; IQVIA Chinametrik Inc.; IQVIA Commercial India Holdings Corp., as sole member of RX India LLC; IQVIA Commercial Trading Corp.; IQVIA CSMS US Inc.; IQVIA Medical Communications & Consulting, Inc.; IQVIA Medical Education Inc.; IQVIA Pharma Inc., as member of Q Squared Solutions Holdings LLC, the sole member of Q Squared Solutions LLC; IQVIA Pharma Services Corp., as member of IQVIA RDS Latin America LLC; IQVIA RDS Asia Inc.; IQVIA RDS Inc., as sole member of IQVIA BioSciences Holdings, LLC, IQVIA Biotech LLC, IQVIA Phase One Services LLC, Outcome Sciences, LLC and Targeted Molecular Diagnostics, LLC and as member of IQVIA RDS Latin America LLC and Q Squared Solutions Holdings LLC, the sole member of Q Squared Solutions LLC; IQVIA Trading Management Inc.; IQVIA Transportation Services Corp.; Med-Vantage, Inc.; QCare Site Services, Inc.; VCG&A, Inc.; IQVIA Inc. as sole member of BuzzeoPDMA LLC and ValueMedics Research, LLC; and VCG-BIO, Inc.	January 5, 2024

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Durham, North Carolina, on January 5, 2024.

IQVIA GOVERNMENT SOLUTIONS INC.
By:	/s/ Nandini Selvam
	Name: Nandini Selvam
	Title: President and Director

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Nandini Selvam, as his true and lawful attorney or attorney-in-fact and agent, with full power to act with or without the others and with full power of substitution and resubstitution, to execute in his name, place and stead, in any and all capacities, any or all amendments (including pre-effective and post-effective amendments) to this Registration Statement and any registration statement for the same offering filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority, to do and perform in the name and on behalf of the undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done in and about the premises, to all intents and purposes and as fully as they might or could do in person, hereby ratifying, approving and confirming all that said attorney-in-fact and agent or his substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Nicholas Childs Nicholas Childs	Vice President & Treasurer (Principal Financial Officer and Principal Accounting Officer) IQVIA Government Solutions Inc.	January 5, 2024
/s/ Michael Knolker Michael Knolker	Director of IQVIA Government Solutions Inc.	January 5, 2024

II-32

EX-3.3

Exhibit 3.3

QUINTILES IMS INCORPORATED

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

Quintiles IMS Incorporated (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. That the Board of Directors of the Corporation, by the written consent of its members, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

Section 1 of the Certificate of Incorporation shall be deleted in its entirety and the following new Section I shall be inserted in lieu thereof:

“The name of the corporation is IQVIA Inc.” (hereinafter referred to as the “Corporation”).

2. That said amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

3. This Certificate of Amendment to Certificate of Incorporation shall be effective upon filing.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 6^th day of November, 2017.

Quintiles IMS Incorporated
By:	/s/ James H. Erlinger
Name:	James H. Erlinger III
Title:	President

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

QUINTILES IMS INCORPORATED

1. Name. The name of the corporation is Quintiles IMS Incorporated (the “Corporation”).

2. Registered Address. The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

3. Purpose. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

4. Capital Stock. The total number of shares of stock that the corporation shall have authority to issue is 100 shares of common stock, par value $0.001 per share (the “Common Stock”). Each share of Common Stock shall be entitled to one vote.

5. Change in Number of Shares Authorized. Except as otherwise provided in the provisions establishing a class of stock, the number of authorized shares of any class or series of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the corporation entitled to vote irrespective of the provisions of Section 242(b)(2) of the DGCL.

6. Election of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The size of the Board of Directors shall be determined as set forth in the by-laws of the Corporation, as in effect from time to time (the “By-laws”). The election of the directors need not be by written ballot unless the By-laws shall so require.

7. Authority of Directors. In furtherance and not in limitation of the power conferred upon the Board of Directors by law, the Board of Directors shall have power to make, adopt, alter, amend and repeal from time to time the By-laws of the Corporation, subject to the right of the stockholders entitled to vote with respect thereto to alter and repeal By-laws made by the Board of Directors.

8. Votes of Directors. Each person who serves as a director of the Corporation shall have one vote in each matter submitted to directors of the Corporation for a vote.

9. Limitation of Director Liability: Indemnification

(a) Limitation of Director Liability. To the fullest extent that the DGCL or any other law of the State of Delaware (as they exist on the date hereof or as they may hereafter be amended) permits the limitation or elimination of the liability of directors, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment to, or modification or repeal of, this Article 9 shall adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any state of facts existing or act or omission occurring, or any cause of action, suit or claim that, but for this Article 9, would accrue or arise, prior to such amendment, modification or repeal. If the DGCL is amended after the Effective Time to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

(b) Indemnification.

i. Nature of Indemnity. The Corporation shall indemnify any person (an “Indemnitee”) who at any time serves or has served as a director or officer of the Corporation, or at the request of the Corporation is or was serving as a director, officer, partner, member, trustee, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, or as a trustee or administrator under any employee benefit plan of the Corporation or any wholly owned subsidiary thereof (any such entity, an “Other Entity”), to the fullest extent from time to time permitted by law in the event he or she is or is threatened to be involved as a party, witness or otherwise in any threatened, pending or completed action, demand, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other and whether formal or informal, including but not limited to any investigation, inquiry, hearing or alternative dispute resolution process, whether or not brought by or on behalf of the Corporation, by reason of the fact that he or she is or was acting in such capacity; provided, however, that the Corporation shall not indemnify any such Indemnitee against liability or expenses such person may incur on account of his or her activities which were, at the time taken, known or believed by him or her to be clearly in conflict with the best interests of the Corporation. The rights of those receiving indemnification hereunder shall, to the fullest extent from time to time permitted by law, cover(!) reasonable expenses, including without limitation all reasonable attorneys’ fees actually incurred by him or her in connection with any such action, suit or proceeding; (2) all payments made by him or her in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he or she may have become liable in such action, suit or proceeding; and (3) all reasonable expenses incurred in enforcing the indemnification rights provided herein. The rights granted herein shall not be limited by the provisions contained in Section 145 of the DGCL.

ii. Determination That Indemnification Is Proper. The Board of Directors shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by Article 9(b)(i), including without limitation making a determination that indemnification is permissible in the circumstances and a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him or her. The Board of Directors may appoint a committee or special counsel to make such determination and evaluation. The Board of Directors may give notice to, and obtain approval by, the stockholders of the Corporation for any decision to indemnify.

iii. Advance Payment of Expenses. Expenses incurred by a director or an officer in connection with an action, suit or proceeding referred to in Article 9(b)(i)shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation pursuant to this Article 9(b); provided, however, that the Corporation shall have no obligation to advance expenses incurred by a director or officer with respect to any claim initiated by such director or officer without the prior written consent of or authorization of the Board of Directors (other than a claim brought by a director or officer to enforce his or her or rights under this Article 9). Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.

iv. No Duplication of Payments. The Corporation shall not be liable under this Article 9(b) to make any payment in connection with any claim made against any Indemnitee to the extent such person has otherwise received payment (under any insurance policy, bylaw or otherwise) of the amounts otherwise payable as indemnity hereunder.

v. Subrogation. Subject to the limitations set forth in Article 9(b)(iv), in the event of payment of indemnification to an Indemnitee, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.

(c) Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, trustee, employee, member or agent of the Corporation, or was serving at the request of the Corporation as a director, officer, trustee, employee, member or agent of an Other Entity, against any liability asserted against the person and incurred by the person

in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article 9 or the DGCL.

(d) Non-Exclusivity of Rights. The rights conferred on any Indemnitee by this Article 9 are not exclusive of other rights arising under any bylaw, agreement, vote of directors or stockholders or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs and legal representatives of such Indemnitee. The Corporation may enter into an agreement with any of its directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys’ fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article 9.

(e) Survival; Amendment or Repeal. The foregoing provisions of this Article 9 shall be deemed to be a contract between the Corporation and each Indemnitee at any time while these provisions as well as the relevant provisions of the DGCL are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of the Indemnitee.

(f) Other Indemnification. This Article 9 shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to Indemnitees or persons other than Indemnitees when and as authorized by appropriate corporate action, including without limitation by separate agreement with the Corporation.

10. Records. The books of the Corporation may (subject to any statutory requirements) be kept outside the State of Delaware as may be designated by the Board of Directors or in the By-laws of the Corporation.

STATE OF DELAWARE

CERTIFICATE OF MERGER

OF

QUINTILES TRANSNATIONAL CORP.

(a North Carolina corporation)

INTO

IMS HEALTH INCORPORATED

(a Delaware corporation)

Pursuant to Title 8, Section 252(c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name and state of domicile of each of the corporations being merged are:

Name	Jurisdiction
IMS Health Incorporated (the “Company”)	Delaware
Quintiles Transnational Corp.	North Carolina

SECOND: An Agreement and Plan of Merger, dated as of October 3, 2016 (the “Merger Agreement”), by and between the Company and Quintiles Transnational Corp. has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Title 8, Section 252 of the Delaware General Corporation Law.

THIRD: The Company shall be the surviving corporation following the merger and the name of the surviving corporation is Quintiles IMS Incorporated (the “Surviving Corporation”).

FOURTH: The merger is to become effective on October 3, 2016 at 12:00 p.m. Eastern Time (the “Effective Time”). At the Effective Time, the Certificate of Incorporation of the Company as in effect immediately prior to the Effective Time shall be amended and restated so as to read in its entirety as set forth in Exhibit A, and as so amended, shall be the Certificate of Incorporation of the Surviving Corporation.

FIFTH: The executed Merger Agreement is on file at 83 Wooster Heights Road, Danbury Connecticut, 06810, a place of business of the Surviving Corporation.

SIXTH: A copy of the Merger Agreement will be furnished by the Surviving Corporation on request and without cost to any stockholder of any constituent corporation.

SEVENTH: The authorized capital stock of Quintiles Transnational Corp. consists of 150,000,000 shares of common stock, par value $0.01 per share, and 1,000,000 shares of preferred stock, par value $0.01 per share.

[Signature page follows.]

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 3rd day of October, 2016.

IMS HEALTH INCORPORATED
By:	/s/ Harvey A. Ashman
Name:	Harvey A. Ashman
Title:	Secretary

[CERTIFICATE OF MERGER (OPCO MERGER)]

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

IMS HEALTH CAPITAL, INC.

WITH AND INTO

QUINTILES IMS INCORPORATED

Pursuant to Section 253 of the Delaware General Corporation Law (the “DGCL”) and Chapter 92A of the Nevada Revised Statutes (the “NRS”), Quintiles IMS Incorporated (the “Corporation”), a Delaware corporation, does hereby certify to the following information relating, to the merger (the “Merger”) of IMS Health Capital, Inc., a Nevada corporation (the “Subsidiary”), with and into the Corporation, with the Corporation remaining as the surviving corporation:

1. The Corporation owns all of the outstanding shares of each class of capital stock of the Subsidiary.

2. The Board or Directors of the Corporation. By resolutions duly adopted by unanimous written consent on December 21, 2016 and attached hereto as Exhibit A, determined to merge the Subsidiary with and into the Corporation pursuant to Section 2.53 of the DGCL and Chapter 92A of the NRS.

3. The Corporation shall be the surviving corporation of the Merger.

4. The Certificate of Ownership and Merger shall become effective on December 31, 2016, at 11:59 p.m.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Ownership and Merger to be signed by an authorized officer on the 21^st of December, 2016.

QUINTILES IMS INCORPORATED
By:	/s/ Cathy LoBosco
Name:	Cathy LoBosco
Title:	Vice President and Treasurer

EXHIBIT A

BOARD RESOLUTIONS

QUINTILES IMS INCORPORATED

ACTION BY WRITTEN CONSENT OF

THE SOLE DIRECTOR

OF

QUINTILES IMS INCORPORATED

December 21, 2016

The undersigned (the “Sole Director”), constituting the sole member of the Board of Directors of Quintiles IMS Incorporated (the “Company”), acting pursuant to the Company’s bylaws and Section 2.53 of the Delaware General Corporation Law (the “DGCL”), does hereby adopt the resolutions set forth below by written consent in lieu of a meeting:

WHEREAS, IMS Health Capital, Inc., a Nevada corporation, is a wholly-owned subsidiary of the Company (the “Subsidiary”) and the Company owns all of the issued and outstanding shares of each class of capital stock of the Subsidiary; and

WHEREAS, the Board deems it advisable and in the best interest of the Company that the Company merge the Subsidiary with and into the Company;

WHEREAS, the Sole Director has been presented with a Plan of Merger (the “Plan”) pursuant to which the Subsidiary will merge with and into the Company; and

WHEREAS, the Sole Director has had an opportunity to review the proposed terms of the Plan and has determined that it is in the best interest of the Company to adopt and enter into the Plan.

NOW, THEREFORE, BE IT

RESOLVED, that the Subsidiary be merged with and into the Company pursuant to Sectionof the Delaware General Corporation Law and Chapter 92A of the Nevada Revised Statutes (the “Merger”), so that the separate existence of the Subsidiary shall cease as soon as the Merger shall become effective, and the Company shall continue as the surviving corporation and shall assume all of the liabilities and obligations of the Subsidiary and succeed to all its assets.

RESOLVED, that the Plan, in substantially the form presented to the Sole Director, be, and hereby is, approved and adopted.

RESOLVED FURTHER, that the Sole Director and the officers of the Company be, and each of them hereby is, authorized and directed to execute and deliver all documents and to do all acts and things whatsoever, whether within or without the State of Delaware, as any one or more of them may deem necessary or advisable to carry out the intent of the foregoing resolutions, such determination to be conclusively evidenced by the taking of such actions and steps and all actions heretofore taken by any of such officers or managers being hereby ratified, confirmed and approved in all respects.

RESOLVED FURTHER, that all actions taken by directors or officers of the Company that are within the scope of the foregoing resolutions but taken prior to the date of these resolutions be, and each hereby is, adopted, ratified and approved in all respects.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned, being the sole director of the Company, has executed this Action by Written Consent as of date first written above.

/s/ James Erlinger III

James Erlinger III

QUINTILES IMS INCORPORATED

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

Quintiles IMS Incorporated (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. That the Board of Directors of the Corporation, by the written consent of its members, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

Section 1 of the Certificate of Incorporation shall be deleted in its entirety and the following new Section I shall be inserted in lieu thereof:

“The name of the corporation is IQVIA Inc.” (hereinafter referred to as the “Corporation”).

2. That said amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

3. This Certificate of Amendment to Certificate of Incorporation shall be effective upon filing.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 6^th day of November, 2017.

Quintiles IMS Incorporated
By:	/s/ James H. Erlinger III
Name:	James H. Erlinger III
Title:	President

EX-3.4

Exhibit 3.4

AMENDED AND RESTATED

BY-LAWS

OF

IQVIA INC.

(F.K.A. QUINTILES IMS INCORPORATED: 10/3/2016 TO 11/6/2017)

(F.K.A. IMS HEALTH INCORPORATED: PRIOR TO 10/3/2016)

(as amended through October 25, 2011)

Section 1. LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

1.1. These by-laws are subject to the certificate of incorporation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

Section 2. STOCKHOLDERS

2.1. Annual Meeting. The annual meeting of stockholders shall be held at 10:00 a.m. on the second Tuesday in May in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may be required by law or these by-laws or as may properly come before the meeting.

2.2. Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3. Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the State of Delaware as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4. Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less then ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each

stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such notice shall be given by the secretary, or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5. Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6. Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7. Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Each such written consent shall

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bear the date of signature of each stockholder who signs the consent. No written consent shall be effective to take the corporate action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9. Inspectors. The directors or the person presiding at the meeting may, and shall if required by applicable law, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

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2.10. List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

Section 3. BOARD OF DIRECTORS

3.1. Number. The corporation shall have one or more directors, the number of directors to be determined from time to time by vote of a majority of the directors then in office. Except in connection with the election of directors at the annual meeting of stockholders, the number of directors may be decreased only to eliminate vacancies by reason of death, resignation or removal of one or more directors. No director need be a stockholder.

3.2. Tenure. Except as otherwise provided by law, by the certificate of incorporation or by these by-laws, each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3. Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4. Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the holders of the particular class or series of stock entitled to elect such director at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, in each case elected by the particular class or series of stock entitled to elect such directors. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, who were elected by the particular class or series of stock entitled to elect such resigning director or directors shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their powers notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum or for any vote or other actions.

3.5. Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace any absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the

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management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6. Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7. Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the State of Delaware designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8. Notice. It shall be reasonable and sufficient notice to a director to send notice by mail at least forty-eight hours or by telegram at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9. Votes of Directors. Every reference in these by-laws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors, as set forth in the certificate of incorporation of the corporation.

3.10. Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

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3.11. Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.12. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing or writings or electronic transmission or transmissions are filed with the records of the meetings of the board or of such committee; provided, however, that such electronic transmission or transmissions must either set forth or be submitted with information from which it can be determined that the electronic transmission or transmissions were authorized by the consenting member or members. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

3.13. Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.14. Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.15. Interested Directors and Officers.

(a) No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

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(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4. OFFICERS AND AGENTS

4.1. Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2. Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3. Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4. Tenure. Each officer shall hold office until the first meeting of the board of directors following the next annual meeting of the stockholders and until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5. Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

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Any vice presidents shall have such duties and powers as shall be set forth in these by-laws or as shall be designated from time to time by the board of directors or by the president.

4.6. Treasurer and Assistant Treasurers. Unless the board of directors otherwise specifies, the treasurer shall be the chief financial officer of the corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall, unless the board of directors otherwise specifies, also have the duties and powers of the controller.

Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7. Controller and Assistant Controllers. If a controller is elected, he shall, unless the board of directors otherwise specifies, be the chief accounting officer of the corporation and be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer.

Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8. Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designated by the board of directors or the president.

Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5. RESIGNATIONS AND REMOVALS

5.1. Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, a director (including persons elected by stockholders or directors to fill vacancies in the board) may be removed from office with or without cause by the vote of the holders of a majority of the issued and outstanding shares of the particular class or series entitled to vote in the election of such directors. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

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Section 6. VACANCIES

6.1. If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1. Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, if any, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2. Loss of Certificates. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1. Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

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It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2. Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the General Corporation Law of the State of Delaware, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the General Corporation Law of the State of Delaware, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9. CORPORATE SEAL

9.1. Subject to alteration by the directors, the seal of the corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the corporation cut or engraved thereon, together with such other words, dates or images as may be approved from time to time by the directors.

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Section 10. EXECUTION OF PAPERS

10.1. Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. FISCAL YEAR

11.1. The fiscal year of the corporation shall end on the last day of December.

Section 12. AMENDMENTS

12.1. These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the voting power of the stock outstanding and entitled to vote. Any by-law, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders or the directors.

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EX-3.5

Exhibit 3.5

ARTICLES OF INCORPORATION

OF

BENEFIT HOLDING, INC.

The undersigned does hereby submit these Articles of Incorporation for the purpose of forming a business corporation under and by virtue of the laws of the State of North Carolina:

1. The name of the corporation is Benefit Holding, Inc.

2. The corporation shall have authority to issue One Hundred Thousand (100,000) shares of common stock with a par value of One Dollar ($1.00) per share.

3. The address of the initial registered office of the corporation in the State of North Carolina is 4709 Creekstone Drive, Riverbirch Building, Suite 300, Morrisville, Durham County, North Carolina 27560, and the name of its initial registered agent at such address is Dennis B. Gillings, Ph.D.

4. The name and address of the incorporator is Byron B. Kirkland, 2500 First Union Capitol Center, Raleigh, Wake County, North Carolina 27601.

5. The number of directors constituting the initial board of directors shall be two (2), and the names and addresses of the persons who are to serve as directors until the first meeting of shareholders, or until their successors are elected and qualified, are:

Name	Address for All Directors
Dennis B. Gillings Gregory D. Porter	4709 Creekstone Drive Riverbirch Building, Suite 300 Morrisville, North Carolina 27560

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6. A director of the corporation shall not be personally liable to the corporation or otherwise for monetary damages for breach of any duty as a director, except for liability with respect to (i) acts or omissions that the director at the time of such breach knew or believed were clearly in conflict with the best interests of the corporation; (ii) any liability under N.C.Gen.Stat. § 55-8-33; or (iii) any transaction from which the director derived an improper personal benefit. If the North Carolina Business Corporation Act is amended to authorize corporate action for further eliminating or limiting personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the North Carolina Business Corporation Act, as so amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

7. The provisions of Article 9 and Article 9A of the North Carolina Business Corporation Act, entitled “The North Carolina Shareholder Protection Act” and “The North Carolina Control Share Acquisition Act,” respectively, shall not be applicable to the corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of June, 1995.

/s/ Byron B. Kirkland

Byron B. Kirkland, Incorporator

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EX-3.6

Exhibit 3.6

BYLAWS OF

BENEFIT HOLDING, INC.

ARTICLE I

DEFINITIONS

In these bylaws, unless otherwise provided, the following terms shall have the following meanings:

(1) “Act” shall mean the North Carolina Business Corporation Act as codified in Chapter 55 of the North Carolina General Statutes effective July 1, 1990, and as amended from time to time;

(2) “Articles of incorporation” shall mean the Corporation’s articles of incorporation, including amended and restated articles of incorporation and articles of merger;

(3) “Corporation” shall mean Benefit Holding, Inc.;

(4) “Distribution” shall mean a direct or indirect transfer of money or other property (except the Corporation’s own shares) or incurrence of indebtedness by the Corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend, a purchase, redemption, or other acquisition of shares, a distribution of indebtedness, or otherwise;

(5) “Emergency” shall mean a catastrophic event which prevents a quorum of the board of directors from being readily assembled;

(6) “Shares” shall mean the units into which the proprietary interests in the Corporation are divided; and

(7) “Voting group” shall mean all shares of one or more classes or series that under the articles of incorporation or the Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or the Act to vote generally on a matter are for that purpose a single voting group.

ARTICLE II

OFFICES

SECTION 1. Principal Office: The principal office of the Corporation shall be located at 4709 Creekstone Drive, Riverbirch Building, Suite 300, Morrisville, Durham County, North Carolina 27560, or at such other place as may be determined from time to time by the directors.

SECTION 2. Registered Office: The registered office of the Corporation shall be located at 4709 Creekstone Drive, Riverbirch Building, Suite 300, Morrisville, Durham County, North Carolina 27560.

SECTION 3. Other Offices: The Corporation may have offices at such other places, either within or without the State of North Carolina, as the board of directors may from time to time determine, or as the affairs of the Corporation may require.

ARTICLE III

MEETINGS OF SHAREHOLDERS

SECTION 1. Place of Meetings: All meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or as may be agreed upon by a majority of the shareholders entitled to vote at the meeting.

SECTION 2. Annual Meeting: The annual meeting of shareholders for the election of directors and the transaction of other business shall be held annually in any month on any day (except Saturday, Sunday or a legal holiday) as fixed by the board of directors.

SECTION 3. Substitute Annual Meeting: If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be· called by the board of directors, the chief executive officer or the president. A meeting so called shall be designated and treated for all purposes as the annual meeting.

SECTION 4. Special Meetings: Special meetings of the shareholders may be called at any time by the board of directors, the chief executive officer or the president. In addition, special meetings may be called at any time by the shareholders if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the secretary a written demand for the meeting describing the purpose or purposes for which it is to be held; provided, however, the shareholders shall not have such right to call a special meeting if the Corporation has a class of shares registered. under Section 12 of the Securities Exchange Act of 1934, as amended. Only business within the purpose or purposes described in the meeting notice specified in section 5 of this Article may be conducted at a special meeting of shareholders.

SECTION 5. Notice of Meeting: Written or printed notice stating the time and place of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of any shareholders’ meeting, either personally, by mail, by telegraph, by teletype, or by facsimile transmission, by or at the direction of the chairman of the board, the chief executive officer, the president, the secretary, or other person calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the record of the shareholders of the Corporation, with postage thereon prepaid.

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In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called. In the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted unless such a statement is required by the Act.

When an annual or special meeting is adjourned to a different date, time, and place, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken; provided, however, that if a new records date for the adjourned meeting is or must be set, notice of the. adjourned meeting must be given to persons who are shareholders as of the new record date.

The record date for determining the shareholders entitled to notice of and to vote at an annual or special meeting shall be fixed as provided in Section 3 of Article VIII.

SECTION 6. Waiver of Notice: A shareholder may waive notice of any meeting either before or after such meeting. Such waiver shall be in writing, signed by the shareholder, and filed with the minutes or corporate records. A shareholder’s attendance at a meeting: (i) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before it is voted upon.

SECTION 7. Shareholder List: Commencing two (2) business days after notice of a meeting of shareholders is given and continuing through such meeting, the secretary of the Corporation shall maintain at the principal office of the corporation an alphabetical list of the shareholders entitled to vote at such meeting, arranged by voting group, with the address of and number of shares held by each. This list shall be subject to inspection by any shareholder or his agent or attorney at any time during usual business hours and may be copied at the shareholder’s expense.

SECTION 8. Quorum: A majority of the votes entitled to be cast on a matter by any voting group, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by a majority of the votes voting on the motion to adjourn; and at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

SECTION 9. Proxies: Shares may be voted either in person or by one or more agents authorized by a written proxy executed by the shareholder or by his duly authorized attorney in fact. A proxy may take the form of a telegram, telex, facsimile or other form of wire or wireless communication which appears to have been transmitted by a shareholder. A proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. A proxy is

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not valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifies therein the length of time for which it is to continue in force or limits its use to a particular meeting.

SECTION 10. Voting of Shares: Subject to the provisions of Section 4 of Article IV, the articles of incorporation, and the Act, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Except for the election of directors, which is governed by the provisions of Section 3 of Article IV, if a quorum is present, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast against the action, unless the vote of a greater number is required by the Act, the articles of incorporation, or these bylaws.

Shares of the Corporation are not entitled to vote if: (i) they are owned, directly or indirectly, by the Corporation, unless they are held by it in a fiduciary capacity; (ii) they are owned, directly or indirectly, by a second corporation in which the Corporation owns a majority of the shares entitled to vote for directors of the second corporation; or (iii) they are redeemable shares and (x) notice of redemption has been given and (y) a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price upon surrender of the shares.

SECTION 11. Informal Action by Shareholders: Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons who would be entitled to vote upon such action at a meeting and is delivered to the Corporation to be included in the minutes or to be kept as part of the corporate records.

SECTION 12. Corporation’s Acceptance of Votes: If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the Corporation is entitled to accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder.

If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the corporation is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder if: (i) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; (ii) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver., or proxy appointment; (iii) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests evidence of its status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (iv) the name signed purports to be that of a beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or (v) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

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The Corporation is entitled to reject a vote; consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes has a reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

SECTION 13. Number of Shareholders: The following persons or entities identified as a shareholder in the Corporation’s current record of shareholders constitute one shareholder for purposes of these bylaws: (i) all co-owners of the same shares; (ii) a corporation, partnership, trust, estate, or other entity; (iii) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account. Shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1. General Powers: All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, its board of directors.

SECTION 2. Number, Term and Qualifications: The number constituting the board of directors shall be not less than one (1) nor more than seven (7). The number of directors within this variable range may be fixed or changed from time to time by the shareholders or the board of directors. Each director shall hold office until his death, resignation, retirement, removal, disqualification, or until· his successor is elected and qualified. Directors need not be residents of the State of North Carolina or shareholders of the Corporation.

SECTION 3. Election of Directors: Except as provided in Section 6 of this Article, the directors shall be elected at the annual. meeting of shareholders; and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, the election of directors shall be by ballot.

SECTION 4. No Cumulative Voting: The shareholders of the Corporation shall have no right to cumulate their votes for the election of directors.

SECTION 5. Removal: Any director, or the entire board of directors, may be removed from office at any time, with or without cause, but only if the number of votes cast to remove him exceeds the number-of votes cast not to remove him. If a director is elected by a voting group of shareholders, only members of that voting group may participate in the vote to remove him. A director may not be removed by the shareholders at a meeting unless the notice of the meeting specifies such removal as one of its purposes. If any directors are removed, new directors may be elected at the same meeting.

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SECTION 6. Vacancies: Any vacancy occurring in the board of directors, including, without limitation, a vacancy resulting from an increase in the number of directors or from the failure by the shareholders to elect the full authorized number of directors, shall be filled by the shareholders or the board of directors. If such vacancy is to be filled by the board of directors, and if the directors remaining in office constitute fewer than a quorum of the board, such vacancy may be filled by the affirmative vote of a majority of the remaining directors or by the sole remaining director. If the vacant office was held by a director elected by a voting group of shareholders, only the remaining director or directors elected by that voting group or the holders of shares of that voting group are entitled to fill the vacancy. The term of a director elected to fill a vacancy shall expire at the next shareholders’ meeting at which directors are elected.

SECTION 7. Compensation: The board of directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the board.

SECTION 8. Committees: The board of directors may create an executive committee and other committees of the board, each of which shall have at least two (2) members, all of whom shall be directors. The creation of a committee and the appointment of members to it must be approved by a majority of all the directors in office when the action is taken. Each committee may, as specified by the board of directors, exercise some or all of the authority of the board except that a committee may not: (i) authorize distributions; (ii) approve or propose to shareholders action that the Act requires be approved by shareholders; (iii) fill vacancies on the board of directors or on any of its committees; (iv) amend the articles of incorporation pursuant to N.C. Gen. Stat. Section 55-10-02 or its successor; (v) adopt, amend, or repeal bylaws; (vi) approve a plan of merger not requiring shareholder approval; (vii) authorize or approve a reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (viii) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee to do so within limits specifically prescribed by the board of directors. The provisions of Article V, which govern meetings of the board of directors, shall likewise apply to meetings of any committee of the board.

ARTICLE V

MEETINGS OF DIRECTORS

SECTION 1. Regular Meetings: A regular meeting of the board of directors shall be held immediately after, and at the same place as, the annual meeting of the shareholders. In addition, the board of directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

SECTION 2. Special Meetings: Special meetings of the board of directors may be called by or at the request of the chief executive officer or any director. Such meetings may be held either within or without the state of North Carolina, as fixed by the person or persons calling the meeting.

SECTION 3. Notice of Meetings: Regular meetings of the board of directors may be held without notice. The person or persons calling a special meeting of the board of directors shall, at least five (5) days before the meeting, give notice of the meeting by any usual means of

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communication, including by telephone, telegraph, teletype, mail, private carrier, facsimile transmission, or other form of wire or wireless communication. Such notice may be oral and need not specify the purpose for which the meeting is called.

SECTION 4. Waiver of Notice: Any director may waive notice of any meeting either before or after such meeting. Such waiver shall be in writing, signed by the director, and filed with the minutes or corporate records; provided, however, that-a director’s attendance at or participation in a meeting waives any required notice to him unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

SECTION 5. Quorum: A majority of the directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the board of directors.

SECTION 6. Manner of Acting: The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the - board of directors, unless a greater number is required by the articles of incorporation or these bylaws.

SECTION 7. Presumption of Assent: A director of the Corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (i) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; (ii) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) he files written notice of his dissent or abstention with the presiding officer of the meeting before its adjournment or with the Corporation immediately after adjournment of the meeting. This right of dissent or abstention is not available to a director who votes in favor of the action taken.

SECTION 8. Participation in Meetings: Any or all of the directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.

SECTION 9. Action Without Meeting: Action which may be taken at a board of directors meeting may be taken without a meeting if the action is taken by all members of the board and is evidenced by one or more written consents signed by each director before or after such action, which describes the action taken and is included in the minutes or filed with the corporate records. Such action is effective when the last director signs the consent, unless the consent specifies a different effective date.

ARTICLE VI

OFFICERS

SECTION 1. Officers of the Corporation: The officers of the Corporation shall consist of a chairman of the board, chief executive officer, president, secretary, treasurer, and such vice presidents, assistant secretaries, assistant treasurers, and other officers as the board of directors may from time to time appoint. Any two or more offices may be held by the same person, but no officer may act in more than one capacity., where action of two or more officers is required.

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SECTION 2. Appointment and Term: The officers of the corporation shall be appointed by the board of directors. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors. Each officer shall hold office until his death, resignation, retirement, removal, disqualification or until his successor is appointed and qualifies. The appointment of an officer does not itself create contract rights for either the officer or the corporation.

SECTION 3. Compensation of Officers: The compensation of officers of the Corporation shall be fixed by the board of directors. No officer shall receive compensation for serving the Corporation in any other capacity unless such additional compensation be authorized by the board of directors.

SECTION 4. Resignation and Removal: An officer may resign at any time by communicating his resignation to the Corporation. A resignation is effective when it is communicated unless it specifies in writing a later date. If a resignation is made effective as of a later date and the Corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer. Any officer or agent appointed by the board of directors may be removed by the board at any time, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 5. Bonds: The board of directors may by resolution require any officer, agent, or employee of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the board of directors.

SECTION 6. Chairman of the Board: The board of directors from time to time may appoint from their number a chairman of the board. The chairman of the board, if one is appointed, shall preside at all meetings of the board of directors and the shareholders and shall perform such other duties as may be prescribed from time to time by the board of directors. He shall have the authority to sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such documents or instruments shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation or shall be required by the Act to be otherwise signed or executed.

SECTION 7. Chief Executive Officer: The chief executive officer shall have general authority and supervision over the officers and employees of the Corporation, and shall perform such other duties as may be prescribed from time to time by the board of directors. All officers shall report to him except to the extent specifically required by the board of directors. He shall consult with the chairman of the board and the president as to matters within the scope of the authority of the chairman of the board and the president. He shall have the authority to sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such contracts or instruments shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation, or shall be required by the Act to be otherwise signed or executed.

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SECTION 8. President: The president shall be the chief operating officer of the Corporation and shall have general charge of the operation of the business of the Corporation. The president shall perform such duties and have such powers as the board of directors from time to time may assign. He shall have the authority to sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such contracts or instruments shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required ‘by the Act to be otherwise signed or executed.

SECTION 9. Vice Presidents: In the absence of the president, the vice presidents in the order of their length of service as vice presidents, unless otherwise determined by the board of directors, shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions upon that office. Any vice president may sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such documents or instruments shall be expressly delegated by the board of directors or these bylaws to some other officer or agent of the Corporation or shall be required by the Act to be otherwise signed or executed. A vice president shall perform such other duties as from time to time may be assigned to him by the chairman of the board, the chief executive officer, the president, or the board of directors.

SECTION 10. Secretary: The secretary shall: (i) keep the minutes of the meetings of shareholders, of the board of directors, and of all committees of the board in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the seal of the corporation, and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (iv) keep a register of the mailing address of each shareholder which shall be furnished to the secretary by such shareholder; (v) sign, with the chairman of the board, the chief executive officer, the president, or a vice president, certificates for shares, the issuance of which shall have been authorized by resolution of the board of directors; (vi) have general charge of the stock transfer books of the Corporation; (vii) keep or cause to be kept in the State of North Carolina at the Corporation’s principal office a record of the Corporation’s shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each, and prepare or cause to be prepared a shareholder list prior to each meeting of shareholders as required by the Act; (viii) maintain and authenticate the books and records of the Corporation; (ix) with the assistance of the treasurer and other officers, prepare and deliver to the Corporation’s shareholders such financial statements, notices, and reports as may be required by N.C. Gen. Stat. Sections 55-16-20 and 55-16-21 (or their successors); (x) prepare and file with the North Carolina Secretary of State the annual report required by N.C. Gen. stat. Section 55-16-22 (or its successor); and (xi) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the chairman of the board, the chief executive officer, the president or the board of directors.

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SECTION 11. Assistant Secretaries: In the absence of the secretary, the assistant secretaries in the order of their length of service as assistant secretary, unless otherwise determined by the board of directors, shall perform the duties of the secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the secretary. They shall perform such other duties as may be assigned to them by the secretary, the chairman of the board, the chief executive officer, the president, or the board of directors. Any assistant secretary may sign, with the chairman of the board, the chief executive officer, the president or a vice president, certificates for shares.

SECTION 12. Treasurer: The treasurer shall be the chief financial officer of the corporation and shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; (ii) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in accordance with the provisions of Section 4 of Article VII; (iii) prepare, or cause to be prepared, an annual financial statement in accordance with Section 3 of Article IX; and (iv) in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the chairman of the board, the chief executive officer, the president or the board of directors. The treasurer may sign, with the chairman of the board, the chief executive officer, the president or a vice president, certificates for shares.

SECTION 13. Assistant Treasurer: In the absence of the treasurer, the assistant treasurers, in the order of their length of service as assistant treasurer, unless otherwise determined by the board of directors, shall perform the duties of the treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the treasurer. They shall perform such other duties as may be assigned to them by the treasurer, the chairman of the board, the chief executive officer, the president, or the board of directors. Any assistant treasurer may sign, with the chairman of the board, the chief executive officer, the president or a vice president, certificates for shares.

ARTICLE VII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts: The board of directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks and Drafts: All checks, drafts or other orders for payment of money issued in the name of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

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SECTION 4. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the board of directors shall direct.

ARTICLE VIII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares: Shares may, but need not, be represented by certificates. If certificates are issued, they shall be in such form as the board of directors shall determine; provided that, at a minimum, each certificate shall state on its face: (i) the name of the corporation and that it is organized under the laws of North Carolina; (ii) the name of the person to whom issued; and (iii) the number and class of shares and the designation of the series, if any, the certificate represents. If the corporation issues certificates for shares of preferred stock, the designations, relative rights, preferences, and limitations applicable to that class, and the variations in rights, preferences, and limitations for each series within that class (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate; alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish the shareholder this information in writing and without charge. These certificates shall be signed, either manually or in facsimile, by the chairman of the board, the chief executive officer, the president, or any vice president, and the secretary or any assistant secretary, the treasurer or any assistant treasurer. They shall be consecutively numbered or otherwise identified and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.

SECTION 2. Transfer of Shares: Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record, by his legal representative (who shall furnish proper evidence of authority to transfer) or by his attorney (whose authority shall be evidenced by a power of attorney duly executed and filed with the secretary), and only upon surrender for cancellation of the certificates for such shares.

SECTION 3. Fixing Record Date: For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, to demand a special meeting, to vote, to take any other action, or to receive payment, or for any other purpose, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such record date in any case to be not more than seventy (70) days, and, in case of a meeting of shareholders, not less than ten (10) days, before the date on which the particular action requiring such determination of shareholders is to be taken.

When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment of such meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

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SECTION 4. Lost Certificates: The board of directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing the issuance of a new certificate, the board of directors may require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the board of directors may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

SECTION 5. Reacquired Shares: A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.

ARTICLE IX

GENERAL PROVISIONS

SECTION 1. Distributions: The board of directors may from time to time declare, and the Corporation may make, distributions on its outstanding shares in the manner and subject to the terms and conditions provided by the Act and by the articles of incorporation.

SECTION 2. Seal: The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the Corporation and in the center of which is inscribed “CORPORATE SEAL” or “SEAL,” and which shall have such other characteristics as the board of directors may determine.

SECTION 3. Records and Reports: All of the Corporation’s records shall be maintained in written form or in another form capable of conversion into written form within a reasonable time.

The Corporation shall keep as permanent records minutes of all meetings of its incorporators, shareholders, and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors.

The Corporation shall keep a copy of the following records at its principal office: (i) the articles of incorporation and all amendments to them currently in effect; (ii) these bylaws and all amendments to them currently in effect; (iii) resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations (if shares issued pursuant to those resolutions are outstanding); (iv) the minutes of all meetings of shareholders and records of all actions taken by shareholders without a meeting during the past three years; (v) all written communications to shareholders generally within the past three years; (vi) the annual financial statements described below, prepared during the past three years; (vii) a list of the names and business addresses of its current directors and officers; and (viii) its most recent annual report delivered to the North Carolina Secretary of State.

The Corporation shall prepare and make available to its shareholders annual financial statements for the Corporation and its subsidiaries that: (i) includes a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for the year; and (ii) is accompanied by either (x) a report of a public accountant on the annual financial statements, or (y) a statement by the treasurer stating his reasonable belief whether the annual

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financial statements were prepared on the basis of generally accepted accounting principles (and, if not, describing the basis of preparation) and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. These annual financial statements, or a written notice of their availability, shall be mailed to each shareholder within 120 days after the close of each fiscal year of the corporation. On written request from a shareholder who was not mailed the annual financial statements, the Corporation shall mail to him the latest such statements.

The corporation shall also prepare and file with the North Carolina Secretary of state an annual report in such form as required by N.C. Gen. Stat. Section 55-16-22, or its successor.

SECTION 4. Indemnification: Any person who at any time serves or has served as a director or officer of the corporation, or at the request of the Corporation is or was serving as an officer, director, agent, partner, trustee, administrator, or employee for any other foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, shall be indemnified by the Corporation to the fullest extent from time to time permitted by law in the event he is made, or is threatened to be made, a party to any threatened, pending or completed civil, criminal, administrative, investigative or arbitrative action, suit or proceeding and any appeal therein (and any inquiry or investigation that could lead to such action, suit or proceeding), whether or not brought by or on behalf of the Corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity. In addition, the board may provide such indemnification for the employees and agents of the Corporation as it deems appropriate.

The rights of those receiving indemnification hereunder shall, to the fullest extent from time to time permitted by law, cover (i) reasonable expenses, including without limitation all attorneys’ fees actually and necessarily incurred by him in connection with any such action, suit or proceeding, (ii) all reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he may have become liable in such action, suit or proceeding; and (iii) all reasonable expenses incurred in enforcing the indemnification rights provided herein.

Expenses incurred by anyone entitled to receive indemnification under this section in defending a proceeding may be paid by the Corporation in advance of the final disposition of such proceeding as authorized by the board of directors in the specific case or as authorized or required under any provisions in the bylaws or by any applicable resolution or contract upon receipt of an undertaking by or on behalf of the director to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation against such expenses.

The board of directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him.

Any person who at any time serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of

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such repeal or modification. The rights provided for herein shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this bylaw.

The rights granted herein shall not be limited by the provisions contained in N.C. Gen. stat. section 55-8-51 (or its successor).

SECTION 5. Fiscal Year: The fiscal year of the Corporation shall be fixed by the board of directors.

SECTION 6. Amendments: (a) The board of directors may amend or repeal these bylaws, except to the extent otherwise provided in the articles of incorporation, a bylaw adopted by the shareholders, or the Act, and except that a bylaw adopted, amended or repealed by the shareholders may not be readopted, amended or repealed by the board of directors if neither of the articles of incorporation nor a bylaw adopted by the shareholders authorizes the board of directors to adopt, amend, or repeal that particular bylaw or the bylaws generally.

(b) The Corporation’s shareholders may adopt, amend, alter, change, or repeal any of these bylaws consistent with the provisions of Section 10 of Article III.

(c) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (i) if originally adopted by the shareholders, only by the shareholders, unless the bylaw permits amendment or repeal by the board of directors; or (ii) if originally adopted by the board of directors, either by the shareholders or by the board of directors.

(d) A bylaw referred to in Subsection (c) above: (i) may not be adopted by the board of directors by a vote of less than a majority of the directors then in office; and (ii) may not itself be amended by a quorum or vote of the directors less than the quorum or vote therein prescribed or prescribed by a bylaw adopted or amended by the shareholders.

(e) A bylaw adopted or amended by the shareholders that fixes a greater voting or quorum requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

SECTION 7. Emergencies: In anticipation of or during an emergency, the board of directors may: (i) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (ii) relocate the principal office or designate alternative principal or regional offices, or authorize the officers to do so.

During an emergency: (i) notice of a meeting of the board f directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (ii) one or more officers present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

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SECTION 8. Severability: Should any provision of these bylaws become ineffective or be declared to be invalid for any reason, such provision shall be severable from the remainder of these bylaws and all other provisions of these bylaws shall continue to be in full force and effect.

ATTESTED:

	Dated: June 29, 1995
Secretary

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EX-3.7

Exhibit 3.7

CERTIFICATE OF FORMATION

OF

BUZZEOPDMA LLC

1. The name of the limited liability company is BuzzeoPDMA LLC.

2. The address of its registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

3. The limited liability company shall have perpetual existence, unless earlier dissolved pursuant to the Delaware Limited Liability Company Act, this Certificate of Formation or the limited liability company agreement among its member(s).

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of BuzzeoPDMA LLC this 25th day of October, 2010.

/s/ David M. McCoy

EX-3.8

Exhibit 3.8

LIMITED LIABILITY COMPANY AGREEMENT

OF

BUZZEOPDMA LLC

This Limited Liability Company Agreement (the “Agreement”) of BuzzeoPDMA LLC is entered into as of the 26^th day of October, 2010 by Cegedim Inc., as the sole member of the limited liability company (the “Member”).

The Member hereby forms a limited liability company pursuant to an in accordance with the Delaware Limited Liability Company Act, as amended from time to time (6 Del.C. § 18-101, et seq.) (the “Act”), and hereby agrees as follows:

1. Name. The name of the limited liability company is BuzzeoPDMA LLC (the “Company”).

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act (including, without limitation, acquiring, managing and disposing of real and personal property) and engaging in any and all activities necessary or incidental to the foregoing.

3. Registered Office. The address of the registered office of the Company in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801.

4. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. The Member may, any time and from time to time, change the registered agent.

5. Membership Units. The Company shall consist of one hundred (100) Membership Units, each of the same class and each having equal rights under all provisions of this Agreement. The name, business address and owner of the Membership Units is as set forth on Schedule A.

6. Powers. The business and affairs of the Company will be managed by the Member. The Member has the power and authority to do any and all acts necessary or convenient to or

for the furtherance of the purposes described herein, including all powers and authorities, statutory or otherwise, possessed by members of limited liability companies under the Jaws of the State of Delaware. In connection with the foregoing, the Member is hereby authorized and empowered to act through the officers and employees of the Company, if any, and any other persons designated by the Member to carry out any and all of the powers and authorities that the Member possesses under this Agreement. The Company may (i) acquire, hold and dispose of interests (whether by the making of investments or otherwise and on such terms and conditions as the Member may determine) in other entities, including as a partner of a partnership, a member of a limited liability company and a stockholder of a corporation; and (ii) borrow and re-lend money (on such terms and conditions as the Member may determine) in connection with the business of the Company.

7. No Management by Other Persons or Entities. Except and only to the extent expressly delegated by the Member, no person or entity other than the Member is an agent of the Company or has any right, power or authority to transact any business in the name of the Company or to act for or on behalf of or to bind the Company.

8. Officers. The Member may, from time to time, designate one or more persons to be an officer of the Company, who shall have such titles and exercise and perform such powers and duties as the Member assigns to them from time to time. Any officer, may be removed by the Member at any time, with or without cause. Each officer will hold-office until his or her successor is duly designated and qualifies or until the earlier of the officer’s death, resignation or removal. Any number of offices may be held by the same person. The following person is hereby initially designated an officer of the Company:

William Buzzeo, General-Manager and Vice President

9. Reliance by Third Parties. Any person or entity dealing with the Company or the Member may rely upon a certificate signed by the Member or an officer as to:

a. the identity of the Member or officer;

b. the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Member or officer or are in any other manner germane to the affairs of the Company;

c. the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company; or

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d. any act or failure to act by the Company or as to any other matter whatsoever involving the Company or the Member.

10. Foreign Qualification. The Company may qualify to transact business as a foreign limited liability company in any jurisdiction the Member determines is necessary or appropriate to carry out the business activities of the Company and shall deliver all certificates and other instruments that are necessary to qualify, continue or terminate the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business activities.

11. Dissolution. The Company will dissolve, and its affairs will be wound up upon the first to occur of the following: (a) the written consent of the Member; (b) the bankruptcy, death, dissolution, expulsion, incapacity or withdrawal of the Member or the occurrence of any other event which terminates the continued membership of the Member in the Company; or (c) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

12. Winding Up. Upon the dissolution and winding up of the Company, the assets will be distributed as provided for in Section 18-804 of the Act and upon completion of the distribution of Company assets, the Company will be terminated and the person acting as liquidator shall cause the cancellation of the Certificate of Formation and shall take such other actions as may be necessary or appropriate to terminate the Company.

13. Capital Contribution. The Member has contributed cash in the amount set forth on Schedule A as its initial capital contribution. The Member is not required to make any additional capital contribution to the Company but may do so as it deems appropriate.

14. Allocation of Profits and Losses. The Company’s profits and losses will be allocated to the Member.

15. Distributions. Distributions will be made to the Member at the times and in the aggregate amounts determined by the Member.

16. Assignments. The member may assign in whole or in part its membership interest.

17. Resignation. The Member may resign from the Company.

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18. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional member(s) of the Company, the Member shall amend this Agreement to make such changes as the Member determines to reflect the fact that the Company will have more than one member.

19. Liability of Member. The Member shall not have any liability for the obligations or liabilities of the Company except to the extent provided in the Act.

20. Governing Law. This Agreement is governed by, and will be construed under, the laws of the State of Delaware, without regard to the rules of conflict of laws thereof.

IN WITNESS WHEREOF, the undersigned has duly executed this Limited Liability Company Agreement as of the day and year first written above.

CEGEDIM INC.
By:	/s/ David M. McCoy
	Name: David M. McCoy
	Title:  VP, General Counsel and Secretary

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SCHEDULE A

Member	Capital Contribution		Membership Units
Cegedim Inc.	$	1,000		100
1425 US Highway 206 Bedminster, NJ 07921

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EX-3.9

Exhibit 3.9

ARTICLES OF INCORPORATION

OF

DATA NICHE ASSOCIATES, INC.

TO: Secretary of State

  State of Illinois

  Corporation Department

  Springfield, Illinois 62756

I, the incorporator, being a person, for the purpose of forming a corporation under The Business Corporation Act of 1983 (Ill. Rev. Stat., ch. 32, par. 1.01 et seq.), do hereby adopt the following Articles of Incorporation:

ARTICLE I

1.1. Name. The name of the corporation is DATA NICHE ASSOCIATES, INC.

ARTICLE II

2.1. Purposes. The purposes for which the corporation is organized are:

To gather, compile and sell pharmaceutical marketing information.

To acquire, own, buy, sell, mortgage, pledge, assemble, manufacture, exchange, lease as lessor, hire as lessee, and otherwise deal in and with personal property and goods of every kind and description.

To acquire, own, buy, sell, mortgage, lease as lessor, let as lessee, improve, manage, operate and otherwise deal in and with real property or any interest therein.

To engage in the transaction of any or all lawful businesses for which corporations may be incorporated under The Business Corporation Act of 1983 (Ill. Rev. Stat., ch. 32, par. 1.01 et seq.).

ARTICLE III

3.1. Initial registered office and agent. The address of the corporation’s initial registered office is 1580 South Milwaukee Avenue, Suite 500, Libertyville, Illinois 60048.

3.2. The name of the corporation’s initial registered agent at that office is Alan E. Basford.

ARTICLE IV

4.1. Class of shares. The corporation is authorized to issue ten thousand (10,000) shares in only one class designated as common without par value.

ARTICLE V

5.1. Issued shares. The number of shares, in one class only, which the corporation proposes to issue without further report to the Secretary of State, itemized by class, series and par value, if any, and the consideration to be received by the corporation therefor are:

Class:	Common
Series:	None
Par Value	NPV
Number of shares to be issued:	1,000
Total consideration:	$1,000.00

ARTICLE VI

6.1. Duration. The duration of the corporation is perpetual.

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made on the foregoing Articles of Incorporation are true.

Executed on Date: August 29, 1991.

/s/ Alan E. Basford

Alan E. Basford

Incorporator

1580 S. Milwaukee Ave., Ste. 500

Libertyville, Illinois 60048

(708) 680-1818

ARTICLES OF AMENDMENT

FILED

NOV 14 2002

JESSE WHITE

SECRETARY OF STATE

1. CORPORATE NAME:      DATA NICHE ASSOCIATES, INC.

(Note 1)

2. MANNER OF ADOPTION OF AMENDMENT:

The following amendment of the Articles of Incorporation was adopted on    October 1, 2002          ,
	(Month & Day)
in the manner indicated below. (“X” one box only)
(Year)

☐ By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected;

(Note 2)

☐ By a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no shares as of the time of adoption of this amendment;

(Note 2)

☐ By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;

(Note 3)

☐ By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;

(Note 4)

☐ By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;

(Notes 4 & 5)

☒ By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.

(Note 5)

3. TEXT OF AMENDMENT:

a. When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.

Article I: The name of the corporation is:

N/A

(NEW NAME)

All changes other than name, include on page 2

(over)

Text of Amendment

b. (If amendment affects the corporate purpose, the amended purpose is required to be set forth in its entirety. If there is not sufficient space to do so, add one or more sheets of this size.)

SEE EXHIBIT A ATTACHED HERETO AND MADE A PART HEREOF.

Page 2

4. The manner, if not set forth in Article 3b, in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows: (If not applicable, insert “No change’’)

attached hereto and made part hereof.

5. (a) The manner, if not set forth in Article 3b, in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change’’)

NO CHANGE

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)

NO CHANGE

	Before Amendment	After Amendment
Paid-in Capital	$	$

(Complete either Item 6 or 7 below. All signatures must be in BLACK INK.)

6. The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	OCTOBER 30, 2002		DATA NICHE ASSOCIATES, INC.
	(Month & Day) (Year)		(Exact Name of Corporation at date of execution)
attested by	/s/ BIPIN K. SHAH, SECRETARY	by	/s/ BIPIN K. SHAH, PRESIDENT
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	BIPIN K. SHAH, SECRETARY		BIPIN K. SHAH, PRESIDENT
	(Type or Print Name and Title)		(Type or Print Name and Title)

7. If amendment is authorized pursuant to Section 10.10 by the incorporators, the incorporators must sign below, and type or print name and title.

OR

If amendment is authorized by the directors pursuant to Section 10.10 and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below, and type or print name and title.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated                      ,
(Month & Day)        (Year)

Page 3

NOTES and INSTRUCTIONS

NOTE 1:	State the true exact corporate name as it appears on the records of the office of the Secretary of State, BEFORE any amendments herein reported.
NOTE 2:	Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors have been named or elected.                                                  (§ 10.10)
NOTE 3:	Directors may adopt amendments without shareholder approval in only seven instances, as follows:
	(a)	to remove the names and addresses of directors named in the articles of incorporation;
	(b)	to remove the name and address of the initial registered agent and registered office, provided a statement pursuant to § 5.10 is also filed;
	(c)	to increase, decrease, create or eliminate the par value of the shares of any class, so long as no class or series of shares is adversely affected.
	(d)	to split the issued whole shares and unissued authorized shares by multiplying them by a whole number, so long as no class or series is adversely affected thereby;
	(e)	to change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “inc.”, “co.”, or “ltd.” for a similar word or abbreviation in the name, or by adding a geographical attribution to the name;
	(f)	to reduce the authorized shares of any class pursuant to a cancellation statement filed in accordance with § 9.05,
	(g)	to restate the articles of incorporation as currently amended.                          (§ 10.15)
NOTE 4:	All amendments not adopted under § 10.10 or § 10.15 require (1) that the board of directors adopt a resolution setting forth the proposed amendment and (2) that the shareholders approve the amendment.
	Shareholder approval may be (1) by vote at a shareholders’ meeting (either annual or special) or (2) by consent, in writing, without a meeting.
	To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least 2/3 of the outstanding shares entitled to vote on the amendment (but if class voting applies, then also at least a 2/3 vote within each class is required).
	The articles of incorporation may supersede the 2/3 vote requirement by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote and not less than a majority within each class when class voting applies.   (§ 10.20)
NOTE 5:	When shareholder approval is by consent, all shareholders must be given notice of the proposed amendment at least 5 days before the consent is signed. If the amendment is adopted, shareholders who have not signed the consent must be promptly notified of the passage of the amendment.                                           (§§ 7.10 & 10.20)

Page 4

ATTACHMENT A TO THE

ILLINOIS ARTICLES OF AMENDMENT OF

DATA NICHE ASSOCIATES, INC.

WHEREAS, the Board of Directors of DATA NICHE ASSOCIATES, INC., an Illinois corporation (the “Corporation”), recommends and the shareholders agree, that Article Four, Number 4.1. of the Articles of Incorporation of the Corporation filed with the Illinois Secretary of State on September 5, 1991, be amended to (i) authorize two classes of stock, respectively, Class A Voting Common and Class B Non-Voting Common Stock; and (ii) authorize to issue an additional ELEVEN THOUSAND (11,000) shares of common stock; (iii) of which ONE THOUSAND (1,000) shares shall be common Class A Voting Common Stock, no par value and TEN THOUSAND (10,000) shares of common Class B Non-Voting Common Stock, no par value of which stock shall have the identical distribution, liquidation and other rights as the Class A Voting, except for voting rights items (i), (ii) and (iii) are collectively hereinafter referred to as the “Amendment”); and

WHEREAS, the undersigned deem it to be in the best interests of the Corporation that at the time of filing the Amendment becomes effective, each outstanding share of common stock shall be exchanged for ONE (1) share of Class A Voting Common Sock and TEN (10) shares of Class B Nonvoting Common Stock (the “Stock Issuance”).

RESOLVED, that the Amendment and Stock Issuance be, and they hereby are, authorized and approved;

FURTHER RESOLVED, that following the Amendment, the authorized shares of the common stock of the Corporation shall be as follows:

CLASS	SERIES	AUTHORIZED NUMBER OF SHARES	PAR VALUE PER SHARE	ISSUED # OF SHARES
Class A Voting Common	None	1,000	NPV	951
Class B Non-Voting Common	None	10,000	NPV	9,510

FURTHER RESOLVED, that Bipin K. Shah, as President of the Corporation, be, and he hereby is, authorized, empowered and directed to execute and deliver, in the name and on behalf of the Corporation, any and all such documents and instruments, and to do all such acts and things as shall be necessary or appropriate to give effect to the foregoing resolutions.

EX-3.10

Exhibit 3.10

BYLAWS OF

DATA NICHE ASSOCIATES, INC.

ARTICLE I

PURPOSE, ADOPTION, AMENDMENT, AND CONSTRUCTION OF BYLAWS

PURPOSE AND CONTENTS

Section 1.01. The purpose of these Bylaws is to set forth certain provisions for the regulation of the affairs of the corporation. The Bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or with the Articles of Incorporation.

ADOPTION, AMENDMENT, OR REPEAL BY SHAREHOLDERS OR BOARD

Section 1.02. The Bylaws of the corporation may be made, altered, amended, or repeal d by the shareholders or the Board.

CONSTRUCTION OF BYLAWS

Section 1.03. Except as otherwise provided in these Bylaws, or required by the context, the definitions provided in The Business Corporation Act of 1983 (Ill. Rev. Stat., ch. 32, par. 1.01 et seq.) shall govern the construction of these Bylaws. Without limiting the foregoing, the singular and plural number includes the other, and the word “person” includes a corporation or other entity as well as a natural person, whenever the context so indicates.

ARTICLE II

OFFICES AND AGENT

REGISTERED OFFICE AND REGISTERED AGENT

Section 2.01. The corporation shall continuously maintain, in the State of Illinois, a registered office and a registered agent whose office is identical to the registered office. The registered office and registered agent of the corporation may be changed from time to time by the Board.

OTHER OFFICES

Section 2.02. In addition to the registered office, the corporation may also have offices at such other places within and without the State of Illinois as the Board may from time to time designate or as the business of the corporation may require, consistent with the Articles of Incorporation, these Bylaws, and applicable laws, rules, and regulations.

ARTICLE III

DIRECTORS

DEFINITIONS

Section 3.01. The words “Board” or “Directors,” as used in these Bylaws, with regard to any action requiring the approval of the Board of Directors, shall mean the Board of Directors of this corporation.

RESPONSIBILITY OF BOARD

Section 3.02. Subject to requirements of law and limitations. in the Articles of Incorporation, the business and affairs of the corporation shall be managed and all corporate powers shall be ,exercised by or under the direction of the Board.

NUMBER OF DIRECTORS

Section 3.03. The number of directors of the corporation shall be three (3). The number of directors may be increased or decreased from time to time by the amendment of these Bylaws. No decrease shall, however, have the effect of shortening the term of any incumbent director.

QUALIFICATIONS OF DIRECTORS

Section 3.04. All persons appointed or elected as directors of the corporation need not be a shareholder of the corporation.

ELECTION AND TERM OF OFFICE

Section 3.05. At each annual meeting of the shareholders, directors shall be elected to hold office until the next annual meeting. The terms of all directors, including the term of a director elected as a result of an increase in the number of directors, shall expire at the next annual shareholders’ meeting following their election. The term of a director elected to fill a vacancy shall expire at the next annual shareholders’ meeting at which his or her predecessor’s term would have expired.

RESIGNATION

Section 3.06. A director may resign at any time, effective upon giving written notice to the Board unless the notice specifies a future date for the effectiveness of the director’s resignation. If the resignation is effective at a future date, a successor may be elected to take office when the resignation becomes effective.

VACANCIES

Section 3.07. Any vacancy occurring in the Board, and any directorship to be filled by reason of an increase in the number of directors, may be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose. A director elected by the shareholders to fill a vacancy shall serve for the balance of the term for which he or: she was elected.

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REMOVAL OF DIRECTORS

Section 3.08. Except as otherwise provided in this section, any of the directors may be removed, with or without cause, at a meeting of shareholders by the affirmative vote of the holders of a majority of the outstanding shares then entitled to vote at an election of directors.

No director shall be removed at a meeting of shareholders unless the notice of the meeting states that a purpose of the meeting is to vote upon the removal of the directors named in the notice. Only the directors named in the notice may be removed at the meeting.

If less than the entire Board is to be removed, no director may be removed, with or without cause, if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at an election of the entire Board.

If a director is elected by a class or series of shares, he or she may be removed only by the shareholders of that class or series.

COMPENSATION

Section 3.09. The directors shall not be compensated for their services as directors, but the Board may determine the amount to be paid to directors as reimbursement for their expenses. The provisions of this section do not prohibit a director from serving the corporation in a capacity other than as a director and being compensated for those services.

BOARD COMMITTEES

Section 3.10. A majority of the directors may create one or more committees and appoint members of the Board to serve on the committee or committees. Each committee shall have two or more members, who will serve at the pleasure of the Board. Unless the appointment by the Board requires a greater number, a majority of any committee shall constitute a quorum and a majority of a quorum is necessary for committee action. A committee may act by unanimous consent in writing without a meeting. Subject to any action by the Board, the committee by majority vote of its members shall determine the time and place of meetings, and the notice required therefor.

To the extent authorized by the Board, and subject to the restrictions and limitations of law, any Board committee shall have all the authority of the Board.

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ARTICLE IV

MEETINGS OF DIRECTORS

CALL OF MEETINGS

Section 4.01. Meetings of the Board may be called by the President or any director.

PLACE OF MEETINGS

Section 4.02. Meetings of the Board may be held at any place within or without Illinois, as designated in the notice of the meeting. If not designated in the notice or if there is no notice, meetings shall be held at any place designated by resolution of the Board, or in the absence of a Board resolution, at 1580 South Milwaukee Avenue, Suite 500, Libertyville, Illinois.

TIME OF REGULAR MEETINGS

Section 4.03. Regular meetings of the Board shall be held at the times designated by resolution of the Board.

NOTICE OF MEETINGS

Section 4.04. Regular meetings of the Board may be held without notice if the time and place are fixed in these Bylaws or by the Board. Special meetings of the Board shall be held upon 48 hours’ notice by telephone or five days’ notice by first-class postage pre-paid mail. A notice need not specify the business to be transacted at, or the purpose of any meeting.

Each director shall provide the Secretary with his or her current address and the notice of any meeting sent to that address shall constitute a valid notice.

WAIVER OF NOTICE

Section 4.05. Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice or who attends the meeting, except when the director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. All waivers pursuant to this section shall be filed with the corporate records or made a part of the meeting’s minutes.

QUORUM AND BOARD ACTIONS

Section 4.06. A majority of the number of directors fixed by these Bylaws constitutes a quorum for the transaction of business. Every act taken by a majority of the directors present at a duly held meeting, at which a quorum is present, is the act of the Board.

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CONFLICT OF INTEREST

Section 4.07. If a transaction is fair to a corporation at the time it is authorized, approved, or ratified (“the transaction”), the fact that a director of the corporation is directly or indirectly a party to the transaction is not grounds for invalidating the transaction.

In a proceeding contesting the validity of the transaction in which a director of the corporation is directly or indirectly a party, the person asserting validity has the burden of proving fairness unless the following conditions exist:

(1) The material facts of the transaction and the director’s interest or relationship were disclosed or known to the Board, or a committee of the Board, and the Board or committee authorized, approved, or ratified the transaction by the affirmative votes of a majority of disinterested directors, even though the disinterested directors are less than a quorum; or

(2) The material facts of the transaction and the director’s interest or relation were disclosed or known to the shareholders entitled to vote and they authorized, approved, or ratified the transaction without counting the vote of any shareholder who is an interested director.

The presence of a director who is directly or indirectly a party to the transaction, or a director who is otherwise not disinterested, may be counted in determining whether a quorum is present but may not be counted when the Board, or a committee of the Board, takes action on the transaction.

For purposes of this section, a director is “indirectly” a party to the transaction if the other party to the transaction is an entity in which the director has a material financial interest or of which the director is an officer, director, or general partner.

ADJOURNMENT

Section 4.08. A majority of the directors present at any meeting, whether or not a quorum is present, may adjourn the meeting to another time and place. If a meeting is adjourned for more than 24 hours, notice of the time and place of an adjourned meeting shall be given to any director who was not present at the time of adjournment.

CONDUCT OF MEETINGS

Section 4.09. The President of the corporation, or, in the absence of the President, an officer designated by the President, or in the absence of any designation, a director chosen by a majority of the directors present, shall preside over meetings of the Board. The Secretary of the corporation, or, in the absence of the Secretary, any person selected by the presiding officer, shall act as Secretary of the Board.

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TELEPHONE PARTICIPATION

Section 4.10. Directors may participate in and act at Board meetings, or meetings of any committee of the Board, through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear one another. Participation in a meeting pursuant to this section constitutes attendance and presence in person at the meeting of the person or persons so participating.

ACTION TAKEN WITHOUT MEETING

Section 4.11. Any action required by The Business Corporation Act of 1983 (Ill Rev. Stat., ch. 32, par. 1.01 et seq.) to be taken at a meeting of the Board, or any other action which may be taken at a meeting of the Board, or a committee of the Board, may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all of the directors entitled to vote with respect to the subject matter thereof, or by all the members of the committee, .as the case may be.

The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and bears the signature of one or more directors. All the approvals evidencing the consent shall be delivered to the Secretary, to be filed in the corporate records. Unless the consent specifies a different date, the action taken shall be effective when all the directors have approved the consent.

Any such consent shall have the same effect as a unanimous vote, and may be stated as such in any document filed with the Secretary of State under The Business Corporation Act of 1983.

PRESUMPTION OF ASSENT

Section 4.12. A director of the corporation who is present at a meeting of the Board at which action on any corporate matter is taken is conclusively presumed to have assented to the action taken unless the director’s dissent is entered in the minutes of the meeting, or unless the director files his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forwards such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who votes in favor of the action.

ARTICLE V

OFFICERS

NUMBER AND TERM OF OFFICE

Section 5.01. The corporation shall have a President, a Secretary and a Treasurer. The Board may also elect, in its discretion, additional officers. The same person may hold any two or more offices.

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These officers shall be chosen by the Board and shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any employment contract. Each officer shall hold office until the officer’s successor is duly elected and qualified, until the officer’s death, or until the officer resigns or is removed.

ADDITIONAL OFFICERS

Section 5.02. The Board, or any officer or committee authorized by the Board to do so, may appoint additional officers or assistant officers and agents as may be deemed necessary. Any officer appointed pursuant to this section shall have the authority, duties, and term of office designated in these Bylaws or by resolution of the Board not inconsistent with these Bylaws.

QUALIFICATIONS

Section 5.03. All persons elected or appointed as officers of the corporation need not be a shareholder or director of the corporation.

REMOVAL AND RESIGNATION

Section 5.04. Any officer or agent may be removed by the Board whenever, in the judgment of the Board, the best interests of the corporation will be served by the removal; provided, however, that any removal of an officer or agent will be without prejudice to any contract rights of that officer or agent. Election or appointment of an officer or agent shall not, of itself, create contract rights.

An officer may resign by giving written notice to the Board. The resignation is effective at the time specified in the notice, or if no time is specified, at the time the notice is received. Acceptance of an officer’s resignation is only required if so specified in the notice. Any officer’s resignation is without prejudice to the corporation’s rights under any contract to which the officer is a party.

VACANCIES

Section 5.05. The Board shall fill a vacancy in any office as soon as reasonably possible. A succeeding officer shall hold office at the pleasure of the Board, subject to any rights of the officer under any employment contract.

CHIEF EXECUTIVE OFFICER

Section 5.06. The President shall be the Chief Executive Officer of the corporation. Under the control of the Board, the President shall have general supervision and control of the corporation’s business and officers, including the powers and duties of management that are commonly associated with that office. Pursuant to this authority, the President shall have the following powers and duties:

(1) To preside over all meetings of the shareholders and to preside over all meetings of the Board.

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(2) To sign any certificates representing shares of the corporation in the manner and with the other officers prescribed by these Bylaws.

(3) To sign deeds, conveyances, promissory notes, deeds of trust, and any other instruments of the corporation on behalf of the corporation and subject to the Board’s authorization.

(4) Any other powers and duties designated by the Board or in these Bylaws.

SECRETARY

Section 5.07. The Secretary shall have the following powers and duties:

(1) To have custody of the corporate seal and corporate records.

(2) To give notice as required in these Bylaws or by law.

(3) To act as Secretary at all meetings of the shareholders and the Board, and to record all actions taken at those meetings.

(4) To keep all minutes of the proceedings of the shareholders, Board, and Board committees in a minute book, at a place designated by the Board or, if not designated, at the corporation’s registered office.

(5) To keep a record of the names and addresses of the corporation’s shareholders and the number and class of shares held by each of them, at the corporation’s registered office.

(6) Any other powers and duties designated by the Board, or in these Bylaws, or incident to the office of Secretary.

TREASURER

Section 5.08. The Treasurer shall be the Chief Financial Officer of the corporation and shall have the following powers and duties:

(1) To keep and maintain accurate and sufficient books and records of account.

(2) To have custody and responsibility for all of the corporation’s funds.

(3) To deposit the corporation’s funds, in the name of the corporation, in any depositaries designated by the Board or an authorized officer.

(4) To disburse the corporation’s funds as directed by the Board or an authorized officer.

(5) To receive, on behalf of the corporation, any amounts due the corporation.

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(6) To provide the directors and the President, upon request, with financial reports and an accounting of all transactions as Treasurer.

(7) Any other duties designated by the Board, or in these Bylaws, or incident to the office of Treasurer.

COMPENSATION

Section 5.09. The Board shall determine the salaries and compensation of the officers. An officer shall not be denied compensation on the ground that he or she is a director of the corporation.

AUTHORITY

Section 5.10. All officers and agents of the corporation, as between themselves and the corporation, shall have the express authority and shall perform the duties in the management of the property and affairs of the corporation as may be provided in these Bylaws or as may be determined by resolution of the Board not inconsistent with these Bylaws.

All officers and agents of the corporation shall have the implied authority that is recognized by the common law from time to time.

ARTICLE VI

GENERAL CORPORATE ACTIVITIES

EXECUTION OF INSTRUMENTS

Section 6.01. Unless otherwise provided in these Bylaws, the Board may authorize any officer or agent of the corporation to enter into any contract or obligation, or to execute and deliver any instrument, on behalf of the corporation. The Board’s authorization may be general or may be limited to specific instances, but in the absence of that authorization, no officer, agent, or employee shall have any power or authority to bind the corporation, pledge its credit, or subject it to any liability for any purpose or in any amount.

ENDORSEMENT OF CHECKS AND DRAFTS

Section 6.02. The Board may designate, or may authorize any officer to designate, one or more persons to sign or countersign, or both, checks, drafts, or other orders for the payment of money by the corporation.

REIMBURSEMENT OF NONDEDUCTIBLE PAYMENTS

Section 6.03. If all or any part of any compensation or expense paid to an officer, director, employee, or other agent of the corporation is not allowed as a federal or state income tax deduction, the Board shall require the person’ receiving the payment to repay the amount that is disallowed. Any repayment required by this section is compulsory and shall be enforced by the Board; enforcement may be effected by a withholding of future compensation or any other appropriate means.

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VOTING OF CORPORATION’S SHARES

Section 6.04. Unless otherwise provided by the Board, the President, or any person designated by the President, shall represent and vote, on behalf of the corporation, any shares of any other corporation registered in the name of this corporation. This authority may be exercised in person or by proxy duly executed by the authorized representative.

INDEMNIFICATION OF AGENTS

Section 6.05. To the extent and in the manner allowed by the law:

The corporation shall have power to indemnify any person who, by reason of the fact that the person is an agent of the corporation, was or is a party, or is threatened to be made a party, to any proceeding. The corporation’s power to indemnify shall apply against expenses (including attorneys’ fees), judgments, fines, amounts paid in settlement, and other amounts actually and reasonably incurred in connection with the action, suit, or proceeding.

The corporation may purchase and maintain insurance, on behalf of any of its agents, against any liability asserted against or incurred by the agent in that capacity or arising out of that status. This authority shall not be affected by the corporation’s power, or lack of power, to indemnify the agent against the liability under the provisions of this section or applicable law.

If the corporation has paid indemnity or advanced expenses to an agent, the corporation shall report the indemnification or advance, in writing, to the shareholders with or before the notice of the next shareholders’ meeting.

For purposes of this section, an “agent” of the corporation means any person who is or was any of the following:

(1) A director, officer, employee, or agent of the corporation.

(2) A director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, serving at the request of the corporation.

(3) A dire tor, officer, employee, or agent of any merging corporation (including any corporation having merged with a merging corporation) absorbed in a merger with this corporation which, if its separate existence had continued, would have had the power and authority to indemnify its agents.

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ARTICLE VII

ISSUANCE, CERTIFICATES, AND TRANSFER OF SHARES

SHARE CERTIFICATES AND UNCERTIFICATED SHARES

Section 7.01. The issued shares of the corporation shall be represented by certificates or shall be uncertificated shares. Certificates shall be signed by the President and the Secretary, and shall be in a form authorized by the Board and in accordance with the requirements of law.

If a certificate is countersigned by a transfer agent or registrar, other than the corporation itself or its employee, any other signatures or countersignatures on the certificate may be facsimiles. In case any officer of the corporation, or any officer or employee of the transfer agent or registrar, who has signed or whose facsimile signature has been placed upon such certificate ceases to be an officer of the corporation, or an officer or employee of the transfer agent or registrar, before such certificate is issued, the certificate may be issued by the corporation with the same effect as if the officer of the corporation, or the officer or employee of the transfer agent or registrar, had not ceased to be such at the date of its issue.

The Board may provide, by resolution, that some or all of any or all classes and series of the corporation’s shares shall be uncertificated shares; provided, however, that the resolution shall not apply to shares represented by a certificate until the certificate is surrendered to the corporation. Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send a written notice, containing the information required by law to be set forth or stated on certificates, to the registered owner of the shares.

Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and rights and obligations of the holders of certificates representing shares of the same class and series shall be identical.

ISSUANCE AND TRANSFER OF CERTIFICATES

Section 7.02. When a share certificate is presented to the Secretary or any transfer agent of the corporation with a request to register transfer, and the certificate is duly endorsed or accompanied by appropriate evidence of succession, assignment, or authority to transfer, the Secretary shall, subject to any requirements of law, register the transfer as requested.

When a certificate’s owner claims that a share certificate has been lost, destroyed, or wrongfully taken, the corporation shall issue a new share certificate in place of the original upon the owner’s compliance with the following requirements:

(1) The owner so requests before the corporation has notice that the certificate has been acquired by a bona fide purchaser;

(2) The owner files a bond or security sufficient to indemnify it against any claim that may be made against the corporation on account of the alleged loss, destruction, or wrongful taking, or on account of the issuance of the new certificate.

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(3) The owner satisfies any other reasonable requirements imposed by the corporation.

If the owner fails to notify the corporation within a reasonable time of the fact of such loss, alleged destruction, or wrongful taking, and if the corporation registers a transfer of the shares represented by the certificate before receiving such a notification, the owner is precluded from asserting any claim against the corporation for registering the transfer or any claim to a new certificate.

The Board may adopt any additional rules and regulations, in accordance with these Bylaws and provisions of law, governing the issuance, transfer, and registration of share certificates. The Board may, in its discretion, appoint one or more transfer agents or registrars, or both.

SHAREHOLDERS OF RECORD

Section 7.03. For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 days and, for a meeting of shareholders, not less than ten days, or, in the case of a merger, consolidation, share exchange, dissolution, or sale, lease, or exchange of assets, not less than 20 days, immediately preceding such meeting.

If no record date is fixed for the determination of shareholders entitled to notice of, or to vote at, a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting. is mailed or the date on which the resolution of the Board declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

When a determination of shareholders entitled to vote at any meeting of shareholders has been made, as provided in this section, such determination shall apply to any adjournment thereof.

FRACTIONAL SHARES

Section 7.04. The corporation may, but is not obliged to, issue a certificate for a fractional share and by action of the Board may, in lieu thereof, pay cash equal to the. value of said fractional share, or issue scrip in registered or bearer form, which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip aggregating a full share. A certificate for a fractional share shall, but scrip shall not unless otherwise provided therein, entitle the holder to exercise fractional voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The Board may cause such scrip to be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date, or subject to the condition that the shares for which such scrip is exchangeable may be sold by the corporation or by an agent on behalf of the holder thereof and the proceeds thereof distributed to the holders of such scrip, or subject to any other conditions which the Board may deem advisable.

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CONSIDERATION AND PAYMENT FOR SHARES

Section 7.05. Shares of the corporation may be issued for such consideration as may be authorized by the Board from time to time and allowed by applicable law. The consideration for the issuance of shares may be paid, in whole or in part, in money, in other property, tangible or intangible, or in labor or services actually performed for the corporation. When payment of the consideration for which shares are to be issued shall have been received by the corporation, such shares shall be deemed to be fully paid and nonassessable.

No certificate shall be issued for any share until the share is fully paid.

ARTICLE VIII

MEETINGS OF SHAREHOLDERS

PLACE OF MEETINGS

Section 8.01. Meetings of the shareholders may be held at any place within or without Illinois, as designated in the notice of the meeting. If not designated in the notice, or if there is no notice, meetings shall be held at any place designated by the Board, or, in the absence of the Board’s designation, at 1580 South Milwaukee Avenue, Suite 500, Libertyville, Illinois.

ANNUAL MEETING

Section 8.02. The annual meeting of the shareholders shall be held each year-at the time and on the date designated by the Board, provided that the designated date shall be within 15 months after the corporation’s last annual meeting.

SPECIAL MEETINGS

Section 8.03. Special meetings of the shareholders may be called by the President, any director or any shareholder.

NOTICE OF MEETINGS

Section 8.04. Written notice stating the place, day, and hour of the meeting shall be delivered not less than ten nor more than 60 days before the date of the meeting, or, in the case of a merger, consolidation, share exchange, dissolution, or sale, lease, or exchange of assets, not less than 20 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the President, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at the shareholder’s address as it appears on the records of the corporation, with postage thereon prepaid.

In the case of a special meeting, the notice shall specify the purpose or purposes for which the meeting is called. If, at any annual or special meeting, any proposal pursuant to sections 8.35 (removal of directors), 10.20 (amendment to Articles of Incorporation), 11.15

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(merger, consolidation, or share exchange), 11.60 (sale, lease, or exchange of assets other than in the usual and regular course of business), or 12.15 (voluntary dissolution by vote of the shareholders) of The Business Corporation Act of 1983 (Ill. Rev. Stat., ch. 32, pars. 8.35, 10.20, 11.15, 11.60, 12.15) is to be considered, notice shall be given in compliance with the requirements of any applicable law. ,

NOTICE OF ADJOURNED MEETINGS

Section 8.05. Unless otherwise provided by law, notice of an adjourned meeting of the shareholders need only be given if the time and place of the meeting are not announced at the meeting at which adjournment is taken.

WAIVER OF NOTICE OF MEETINGS

Section 8.06. Whenever any notice of a meeting of the shareholders is required to be given under the provisions of The Business Corporation Act of 1983 (Ill. Rev. Stat., ch. 32, par. 1.01 et seq.), the Articles of Incorporation, or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. All waivers shall be filed with the corporation’s records or made a part of the meeting’s minutes.

Attendance at any meeting shall constitute waiver of notice of that meeting, unless the person at the meeting objects to the holding of the meeting because proper notice was not given.

QUORUM AND SHAREHOLDER ACTIONS

Section 8.07. A majority of the outstanding shares of the corporation entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders.

Unless a greater number of shares, or voting by classes, is required by law or by the Articles of Incorporation, the affirmative vote of the majority of the shares entitled to vote on a matter and represented at a duly held meeting at which a quorum is present shall be the act of the shareholders.

VOTING OF SHARES

Section 8.08. Except as otherwise provided in this section or by the Articles of Incorporation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders.

Shares of the corporation held by the corporation in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares entitled to vote at any given time.

Shares registered in the name of another corporation, domestic or foreign, may be voted by any officer, agent, proxy, or other legal representative authorized to vote the shares under the law of incorporation of the corporate shareholder.

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The corporation may treat the president, or other person holding the position of chief executive officer, of the corporate shareholder as authorized to vote the shares, together with any other person or office holder indicated, by the corporate shareholder to the corporation, as a person or an office authorized to vote the shares. The person and offices indicated shall be registered by the corporation on the transfer books for shares and included in any voting list prepared in accordance with section 7.30 of The Business Corporation Act of 1983 (Ill. Rev. Stat., ch. 32, par. 7.30).

Shares registered in the name of a deceased person, a minor ward, or a person under legal disability may be voted by such person’s administrator, executor, or court-appointed guardian, either in person or by proxy, without a transfer of such shares into the name of such administrator, executor, or court-appointed guardian. Shares registered in the name of a trustee may be voted by the trustee, either in person or by proxy.

Shares registered in the name of a receiver, and shares held by or under the control of a receiver, may be voted by such receiver without the transfer thereof into the receiver’s name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

CUMULATIVE VOTING RIGHTS

Section 8.09. In all elections for directors, except as specifically provided in section 8.30 of The Business Corporation Act of 1983 (Ill. Rev. Stat., ch. 32, par. 8.30), concerning the filling of vacancies in the Board, every shareholder shall have the right to vote, in person or by proxy, for the number of shares owned by the shareholder for as many persons as there are directors to be elected, or to cumulate those votes and give one candidate as many votes as the number of directors multiplied by the number of the shareholder’s shares shall equal, or to distribute the cumulative votes in any proportion among any number of candidates.

PROXIES

Section 8.10. A shareholder may appoint a proxy to vote or otherwise act for him or her by signing an appointment form and delivering it to the person so appointed. Unless the appointment of a proxy contains an express limitation on the proxy’s authority, the corporation may accept the proxy’s vote or other action as that of the shareholder making the appointment.

Unless otherwise provided in the proxy, no proxy shall be valid after the expiration of 11 months from the date of the proxy. Subject to the foregoing limitation and with the exception of a proxy that is made irrevocable, every proxy continues in full force and effect until revoked by the person executing the proxy, before the vote pursuant to the proxy is taken, or by the written notice of the death or incapacity of the proxy maker which under applicable law would invalidate the proxy, received by the officer or agent who maintains the corporation’s share transfer book before the proxy exercises his or her authority. A proxy may be revoked in any of the following ways: (1) by the delivery of a writing to the corporation, stating that the proxy is revoked; (2) by the execution of a subsequent proxy by the person executing the initial proxy; or (3) by the attendance and voting, in person, at the meeting by the person executing the proxy.

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An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest in the shares or in the corporation generally.

The Board may, prior to any annual or special meeting of the shareholders, designate additional rules and regulations governing the execution, filing, and validation of proxies intended to be voted at the meeting.

VOTING LISTS

Section 8.11. The officer or agent having charge of the transfer book for shares of the corporation shall make, within 20 days after the record date for a meeting of shareholders, or ten days before the meeting, whichever is earlier, a complete list of the shareholders entitled to vote at such meeting, arranged in alphabetical order, with the address of and the number of shares held by each. For a period of ten days prior to the meeting, the list shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder, and to copying at the shareholder’s expense, at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share ledger or transfer book, or a duplicate thereof kept in Illinois, shall be prima facie evidence as to which shareholders are entitled to examine such list, share ledger, or transfer book, or to vote at any meeting of shareholders.

Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.

An officer or agent having charge of the transfer books who shall fail to prepare the list of shareholders, or keep the same on file for a period of ten days, or produce and keep the same open for inspection at the meeting, as provided in this section, shall be liable to any shareholder suffering damage on account of such failure,. to the extent of such damages as provided by law.

VOTING TRUST AGREEMENTS

Section 8.12. Any number of shareholders of the corporation may create a voting trust for the purpose of conferring upon a trustee or trustees the right to vote or otherwise represent their shares for a period not to exceed ten years, by entering into a written voting trust agreement specifying the terms and conditions of the voting trust, and by transferring their shares to such trustee or trustees for the purposes of the agreement. Any such trust agreement shall not become effective until a counterpart of the agreement is deposited with the corporation at its registered office. The counterpart of the voting trust agreement so deposited with the corporation shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney,· as is the record of shareholders of the corporation, and shall be subject to examination by any holder of a beneficial interest in the voting trust, either in person or by agent or attorney, at any reasonable time for any proper purpose.

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VOTING AGREEMENTS

Section 8.13. Shareholders may provide for the voting of the shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to any statutory provisions, or any provisions in these Bylaws, concerning voting trust agreements.

A voting agreement created under this section is specifically enforceable in accordance with the principles of equity.

CONDUCT OF MEETINGS

Section 8.14. The President of the corporation, or in the absence of the President, an officer designated by the President, or in the absence of both of those officers, a person chosen by the vote of a majority of the shares present, in person or by proxy, and entitled to vote, shall act as chairman at meetings of the shareholders. The Secretary of the corporation, or in the absence of that officer, any person elected by the chairman, shall act as Secretary at those meetings.

ORDER OF BUSINESS AT MEETINGS

Section 8.14a. The order of business at all meetings of the shareholders, to the extent applicable, shall be as follows:

(1) Call to order.

(2) Verification of proper notice of the meeting.

(3) Roll call.

(4) Presentation of proxies.

(5) Verification of a quorum.

(6) Reading, or waiver of reading, and approval of the minutes of the previous meeting.

(7) Announcements.

(8) Reports of officers.

(9) Reports of committees.

(10) Election of directors.

(11) Old business.

(12) New business.

(13) Adjournment.

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INSPECTORS

Section 8.15. Inspectors for any meeting of shareholders shall be appointed by the President.

Such inspectors shall ascertain and report the number of shares represented at the meeting based upon their determination of the validity and effect of proxies, count all votes and report the results, and do such other acts as are proper to conduct the election, and to ensure voting with impartiality and fairness to all the shareholders.

Each report of an inspector shall be in writing and signed by the inspector or, if there is more than one inspector acting at such meeting, by a majority of them. If there is more than one inspector, the report of a majority shall be the report of the inspectors. The report of the inspector or inspectors on the number of shares represented at the meeting and the results of the voting shall be prima facie evidence thereof.

ACTION TAKEN WITHOUT MEETING

Section 8.16. Any action required by The Business Corporation Act of 1983 (Ill. Rev. Stat., ch. 32, par. 1.01 et seq.) to be taken at any annual or special meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting and without a vote if a consent in writing, setting forth the action so taken, is signed in one of the following manners:

(1) If five days prior written notice of the proposed action is given to all shareholders entitled to vote on the matter, by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote on the matter were present and voting.

(2) By all of the shareholders entitled to vote on the matter.

Prompt written notice of any corporate action taken without a meeting, and by less than unanimous written. consent of the shareholders, shall be given to all shareholders who have not consented in writing to the action. In the event that any section of The Business Corporation Act of 1983 (Ill. Rev. Stat., ch. 32, par. 1.01 et seq.) would require the filing of a certificate for the action if it had been taken at a meeting of the shareholders, a certificate shall be filed under that section and shall state, in lieu of any statement concerning any vote of the shareholders that is required by the section, that written consent and written notice have been given in accordance with, and as provided by, section 7.10 of The Business Corporation Act of 1983 (Ill. Rev. Stat., ch. 32, par. 7.10).

ARTICLE IX

MINUTES, BOOKS, AND RECORDS

Section 9.01. The corporation shall keep complete and correct books and records of account. The corporation shall also keep minutes of the proceedings of its shareholders, the Board, and Board committees. These books, records, and minutes shall be kept at a place designated by the Board, or in the absence of any designation, at the corporation’s registered office.

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RECORD OF SHAREHOLDERS

Section 9.02. The officers of the corporation shall keep a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each, at the corporation’s registered office.

INSPECTION OF BOOKS AND RECORDS

Section 9.03. Every director shall have the right at any reasonable time to inspect all books, records, and assets of the corporation. Such inspection by a director may be made in person or by the director’s agent or attorney. The right of inspection also includes the right to make extracts therefrom or otherwise record information.

Any person who is a shareholder of record shall have the right to examine, in person or by agent, at any reasonable time or times, the corporation’s books and records of account, minutes, voting trust agreements filed with the corporation, and record of shareholders, and to make extracts therefrom, but only for a proper purpose. In order to exercise this right, the shareholder must make written demand upon the corporation, stating with particularity the records that the shareholder seeks to examine and the purpose for the examination of those records.

Upon the written request of any shareholder of the corporation, the corporation shall mail to such shareholder, within 14 days after receipt of such request, a balance sheet as of the close of its latest fiscal year, and a profit and loss statement for such fiscal year. If such request is received by the corporation before such financial statements are available, the corporation shall mail such financial statements within 14 days after they become available, but in any event, within 120 days after the close of its latest fiscal year.

FISCAL YEAR

Section 9.04. The corporation’s fiscal year shall be determined, and may be changed from time to time, by the Board.

CORPORATE SEAL

Section 9.05. The Board may adopt, use, and alter, at its pleasure, a corporate seal. The use of a corporate seal or a facsimile thereof shall not, however, be required or affect the validity of any instrument whatsoever.

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EX-3.11

Exhibit 3.11

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

IMS SOFTWARE SERVICES LTD.

Pursuant to Sections 242 and 245 of

The General Corporation Law of

the State of Delaware

IMS Software Services Ltd. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “GCL”), in order to amend and restate its Certificate of Incorporation pursuant to Sections 242 and 245 of the GCL, certifies as follows:

1. The name of the Corporation is IMS Software Services Ltd. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on July 26, 1988, a Certificate of Ownership was filed on February 14, 2003, a Certificate of Conversion and Certificate of Formation was filed to be effective on December 23, 2014, and a Certificate of Conversion and a Certificate of Incorporation were filed to be effective on December 29, 2014.

2. This Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”) in the form hereinafter set forth in Item 5, has been duly adopted by the Board of Directors via Written Consent, effective as of December 26, 2018, and the sole stockholder via Written Consent, effective as of December 26, 2018, in accordance with Sections 242 and 245 of the GCL.

3. This Amended and Restated Certificate amends and restates the provisions of the Certificate of Incorporation to add a new class comprised of 100 shares of preferred stock, $1.00 par value per share, as set forth in Article SIXTH.

4. This Amended and Restated Certificate of Incorporation shall be effective as of December 28, 2018.

5. The text of the Certificate of Incorporation is hereby amended and restated so as to read in its entirety as follows:

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

IMS SOFTWARE SERVICES LTD.

FIRST: The name of the corporation is IMS Software Services Ltd. (the “Corporation”).

SECOND: The registered office of the Corporation in the State of Delaware is located at 1209 Orange Street, Corporation Trust Center, Wilmington, County of New Castle, Delaware, 19801. The registered agent of the Corporation at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: Common and Preferred Stock. The aggregate number of shares that the Corporation shall have authority to issue Two Hundred (200) shares, divided into two classes. The Corporation shall have authority to issue One Hundred (100) shares of Common Stock, having a par value of One Cent ($0.01) per share (the “Common Stock”), and One Hundred (100) shares of Preferred Stock, having a par value of One Dollar ($1.00) per share (the “Preferred Stock”).

FIFTH: Common Stock. Except as otherwise provided in Article SIXTH hereof, the holders of the Common Stock shall be entitled to all rights and privileges provided to stockholders under Delaware General Corporation Law.

SIXTH: Preferred Stock.

6.1 Dividend Rights. The holders of each share of Preferred Stock shall be entitled to cumulative dividends at the rate of 8.125% per annum of the original issue price of each share of Preferred Stock as reflected on the books and records of the Corporation (the “Original Issuance Price”), payable annually on December 31 of each year, subject to the provisions of this Section. If and as declared by the Board of Directors, the dividends shall be declared to holders of Preferred Stock of record as of December 1 of each year.

Anything to the contrary herein notwithstanding, the failure to declare dividends with respect to the Preferred Stock shall not constitute a default hereunder, and dividends on the Preferred Stock (whether or not declared) will be cumulative from the original issue date with respect to each such share of Preferred Stock and shall be compounded annually.

No dividends shall be paid or set apart for payment on the Common Stock, no distribution shall be made on the Common Stock, and no shares of Common Stock shall be redeemed, retired or otherwise acquired for value unless (i) full cumulative dividends on Preferred Stock for all past years have been declared and paid, (ii) dividends for the current year have been declared and paid or funds have been set aside therefor until legally permissible for declaration and payment in accordance with the provisions hereof, and (iii) the ability of the Corporation to pay the Redemption Price or Liquidation Value is not impaired thereby.

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6.2 Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, or of any reduction in the capital of the Corporation resulting in any distribution of assets to its stockholders, each holder of Preferred Stock shall be entitled to receive out of the assets of the Corporation, whether from capital, surplus, earnings or otherwise, available for distribution to the stockholders of the Corporation, before any amount is paid to the holders of the Common Stock, the Original Issuance Price of its Preferred Stock, together with all accumulated and unpaid dividends as of the date of liquidation in accordance with Section 6.1 (“Liquidation Value”). In the event that assets are not available to pay each stockholder in full, the holders of Preferred Stock shall be entitled to receive a pro rata share of the assets available to pay stockholders in preference to the holders of Common Stock.

6.3 Redemption Rights. Each share of Preferred Stock shall be redeemable by the Corporation at any time after ten (10) years from the date of the original issuance, but in any event, all shares of Preferred Stock shall be redeemed by the Corporation fifteen (15) years after the date of original issuance. The Corporation shall provide written notice of the Corporation’s intention to redeem the Preferred Stock to the holder of record as of the redemption date specified in the notice (the “Redemption Date”). Subject to the provisions and limitations contained in this Amended and Restated Certificate of Incorporation, the Board of Directors shall have full power and authority to prescribe the timing in which the Preferred Stock shall from time to time be redeemable.

On or after the Redemption Date, and upon presentation and surrender at the place and manner designated in the notice, of the certificate or certificates for Preferred Stock held by the holder, properly endorsed in blank for transfer or accompanied by proper instruments of assignment in blank and bearing all necessary stock transfer stamps affixed and canceled, each holder of Preferred Stock called for redemption shall be entitled to receive for its Preferred Stock called for redemption the Original Issuance Price of its Preferred Stock, together with all accumulated and unpaid dividends as of the Redemption Date in accordance with Section 6.1 (“Redemption Price”).

Subject to the provisions and limitations contained in this Amended and Restated Certificate of Incorporation, the Board of Directors shall have full power and authority to prescribe the timing in which Preferred Stock represented by this Amended and Restated Certificate of Incorporation shall from time to time be redeemable.

6.4 No Voting Rights. The holders of shares of the Preferred Stock shall not have the right to notice of stockholders’ meetings and shall have no vote at stockholders’ meetings; provided, however, that so long as any shares of the Preferred Stock shall be outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent, as provided by law) of a majority of the holders of the shares of the Preferred Stock, alter or change the powers, designations, preferences and other rights and qualifications, limitations or restrictions of the shares of the Preferred Stock so as to adversely affect the holders of the Preferred Stock.

6.5 No Registration Rights. The holders of shares of the Preferred Stock shall have no registration rights.

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6.6 No Pre-Emptive Rights. No holder of Preferred Stock shall be entitled, as of right, to purchase or subscribe for any part of the unissued stock of the Corporation, or of any stock of the Corporation to be issued by reason of an increase of the authorized stock of the Corporation, to purchase or subscribe for any debentures, bonds, certificates of indebtedness or other securities convertible into or carrying options or warrants to purchase stock or other securities of the Corporation, to purchase or subscribe for any stock of the Corporation purchased by the Corporation, or to have any other pre-emptive rights now or hereafter defined by the laws of the State of Delaware.

SEVENTH: The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, the number of members of which shall be set forth in the bylaws of the Corporation. The directors need not be elected by ballot unless required by the bylaws of the Corporation.

EIGHTH: The directors of the Corporation shall incur no personal liability to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director; provided, however, that the directors of the Corporation shall continue to be subject to liability (i) for any breach of their duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for acts or omissions arising under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the directors derived an improper personal benefit.

NINTH: In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the board of directors is expressly authorized to make, amend and repeal the bylaws.

TENTH: Meetings of the stockholders may be held within or without the State of Delaware as set forth in the Bylaws. The books of the Corporation may be kept at such place or places as may be designated from time to time by the board of directors or in the bylaws of the Corporation.

ELEVENTH: This Amended and Restated Certificate of Incorporation shall be effective as of December 28, 2018.

* * *

THE UNDERSIGNED, authorized officer of IMS Software Services Ltd., has caused this Amended and Restated Certificate of Incorporation to be duly executed in its corporate name as to be effective as of the 28^th day of December, 2018.

By:	/s/ Michael Knolker
Name:	Michael Knolker
Title:	Vice President

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EX-3.12

Exhibit 3.12

AMENDED AND RESTATED BY-LAWS

OF

IMS SOFTWARE SERVICES, LTD.

ARTICLE I

SHAREOWNERS

Section 1. The annual meeting of the shareowners of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on the third Wednesday in April of each year, if not a legal holiday, and if a legal holiday, then on the next business day following, within or without the State of Delaware, or at such time and place as may be designated from time to time by the Board of Directors.

Section 2. Special meetings of the shareowners may be held upon call of the Board of Directors or the President (and shall be called by the President at the request in writing of shareowners owning a majority of the outstanding shares of the corporation entitled to vote at the meeting) at such time and at such place within or without the State of Delaware as may be fixed by the Board of Directors or the President or by the shareowners owning a majority of the outstanding shares of the corporation so entitled to vote, as the case may be, and as may be stated in the notice setting forth such call.

Section 3. Except as otherwise provided by law, notice of the time, place and purpose or purposes of every meeting of shareowners shall be (i) delivered personally, (ii) mailed, or (iii) sent via a private delivery service that guarantees one or two-day delivery and obtains a written receipt of delivery, in each case not earlier than sixty, nor less than ten, days previous thereto to each shareowner of record entitled to vote at the meeting, at the address of such shareowner as it appears on the records of the corporation. Notice of any meeting of shareowners need not be given to any shareowner who shall waive notice thereof, before or after such meeting, in writing, or to any shareowner who shall attend such meeting, except when the shareowner attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 4. The holders of record of a majority of the issued and outstanding shares of the corporation which are entitled to vote at the meeting shall, except as otherwise provided by law, constitute a quorum at all meetings of the shareowners. If there be no such quorum present in person or by proxy, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time.

Section 5. Meetings of the shareowners shall be presided over by the President or, if he is not present, by a Vice President or, if no such officer is present, by a chairman to be chosen at the meeting. The Secretary of the corporation or, in his or her absence, an Assistant Secretary shall act as secretary of the meeting or, if neither the Secretary nor an Assistant Secretary is present, the chairman shall appoint a secretary for purposes of the meeting.

Section 6. At all elections of directors a majority of the votes cast shall elect. Except as otherwise provided by law, all other questions presented to shareowners shall also be determined by a majority of the votes cast on such questions.

Section 7. In order that the corporation may determine the shareowners entitled to notice of or to vote at any meeting of shareowners or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If for any reason the Board of Directors shall not have fixed a record date for any such purpose, the record date for such purpose shall be determined as provided by law. Only those shareowners of record on the date so fixed or determined shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the corporation after any such record date so fixed or determined.

Section 8. Any action required by the General Corporation Law to be taken at any annual or special meeting of shareowners, or any action which may be taken at any annual or special meeting of shareowners, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareowners who have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation shall consist of one or more directors, the number of directors to be fixed from time to time by resolution of the Board of Directors. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier resignation, death or removal. One-third of the total number of directors (if this is not a whole number, it shall be rounded upwards to the nearest whole number) shall constitute a quorum for the transaction of business. Directors need not be shareowners.

Section 2. Vacancies in the Board of Directors shall be filled by a majority of the remaining directors, though less than a quorum; and in case of an increase in the number of directors, the additional directors shall be elected by a majority of the directors in office at the time of increase, though less than a quorum; and the directors so chosen shall hold office until their successors shall be duly elected and qualified or until his or her earlier resignation, death or removal.

Section 3. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of call of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board and special

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meetings may be held at any time upon the call of the President, by oral, faxed or other written notice, served on, sent, faxed or mailed to each director not less than two days before the meeting. The notice of any meeting need not specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of shareowners at the same place at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in writing. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.

Section 4. The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation which, to the extent provided in said resolution or resolutions and except as prohibited by law, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. A majority of the members of a committee shall constitute a quorum for the transaction of its business. In the absence or disqualification of any member of any such committee or committees, but not in the case of a vacancy therein, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors, who is not an officer of the corporation or any of its subsidiaries, to act at the meeting for all purposes in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 5. A director of the corporation shall not, in the absence of fraud, be disqualified by virtue of his or her office from dealing or contracting with the corporation either as vendor, purchaser or otherwise, nor, in the absence of fraud, shall any transaction or contract of the corporation be void or voidable or affected by reason of the fact that any director or any firm of which any director is a member, or any corporation of which the director is an officer, director or shareowner, is in any way interested in such transaction or contract, provided that, at the meeting of the Board of Directors or of a committee thereof having authority to authorize or confirm said contract or transaction, the interest of such director, firm or corporation therein and the material facts with respect thereto are disclosed or known, and there shall be present a quorum of directors or of the directors constituting such committee not interested or connected, and such contract or transaction shall be approved by a majority of such quorum, which majority shall consist of directors not so interested or connected. Nor shall such contract or transaction be void or voidable or affected by reason of the fact that the vote of such director or directors, who have or may have an interest therein which is or might be adverse to the interests of the corporation, shall have been necessary to obligate the corporation upon such contract or transaction, nor shall any director or directors· having such adverse interest be liable to the corporation or to any shareowner or creditor thereof, or to any other person, for any loss incurred by it, him or her under or by reason of any such contract or transaction nor shall any such director or directors be accountable for any gains or profits realized thereon; always provided, however, that such contract or transaction shall, at the time it was entered into; have been a reasonable one to have been entered into and shall have been upon terms that at the time were fair.

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Section 6. Any contract, transaction or act of the corporation or of the Board of Directors which shall be ratified by a majority vote of the shareowners of the corporation having voting power at any annual meeting or any special meeting called for such purpose and to whom the material facts with respect thereto are disclosed or known, shall be as valid and as binding as though ratified by every shareowner of the corporation, provided, however, that any failure of the shareowners to approve or ratify such contract, transaction or act, when and if submitted, shall not be deemed in any way to invalidate the same or to deprive the corporation, its directors or officers, of their right to proceed with such contract, transaction or action. Any director of the corporation may vote upon any contract or other transaction between the corporation and any subsidiary or affiliated corporation without regard to the fact that he is also a director of such subsidiary or affiliated corporation.

Section 7. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as prohibited by law.

ARTICLE III

OFFICERS

Section 1. The Board of Directors as soon as practicable after their annual election shall appoint a President and a Secretary. The Board of Directors may also from time to time appoint such other officers (including a Chairman who shall be a member of the Board of Directors, one or more Vice Presidents and/or Assistant Vice Presidents, a Treasurer, one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper. In addition, the President shall be entitled to appoint officers of the corporation (other than the Chairman, President, Secretary, or Treasurer) and to prescribe the respective terms of office, authorities and duties of any officers so appointed, provided that such appointment is made in writing and filed in the minute book of the corporation. Any Vice President may be designated Executive, Senior, or Regional, or may be given any other designation or combination of designations.

Section 2. Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board then in office.

Section 3. In addition, in the case of an officer appointed by the President, such appointed officer may be removed from office at any time with or without cause by the President of the corporation.

Section 4. Each of the officers of the corporation shall have the powers and duties prescribed by (i) law, (ii) the By-Laws, and (iii) the Board of Directors and in the case of an officer appointed by the President, the President. Unless otherwise prescribed by the By-Laws or by the Board of Directors or, in the case of an officer appointed by the President, by the President, each officer shall also have such further powers and duties as ordinarily pertain to his or her office. The President shall be the Chief Executive Officer and, subject always to the rights and powers of the Board of Directors, shall have the general direction of the affairs of the corporation. Any officer, agent, or employee of the corporation may be required to give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors may from time to time prescribe.

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Section 5. The corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation. The corporation may indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Article III shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any by-law, agreement, vote of shareowners or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership; joint venture, trust or other enterprise against any liability asserted against him or her and/or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article III or otherwise.

ARTICLE IV

CERTIFICATES OF STOCK

Section 1. The interest of each shareowner of the corporation shall be evidenced by a certificate or certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The shares in the stock of the corporation shall be transferable on the books of the corporation by the holder thereof in person or by his or her attorney, upon surrender for cancellation of a certificate or certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the corporation or its agents may reasonably require.

Section 2. The certificates of stock shall be signed by such officer or officers as may be permitted by law to sign. Any or all of the signatures on the certificate may be a facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been issued by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the corporation.

Section 3. No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of reasonable evidence of such loss, theft or destruction and upon delivery to the corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or the President in his, her or its discretion may require.

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ARTICLE V

CORPORATE BOOKS

The books of the corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall begin and end on such dates as shall be established from time to time by a resolution of the Board of Directors.

ARTICLE VII

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation, the state and date of incorporation, and the words “Corporate Seal.” In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced.

Unless otherwise required by law, no document executed on behalf of the corporation shall be required to have the corporate seal affixed thereto and the absence of the corporate seal shall, unless otherwise prescribed by law, in no way affect the validity of any document otherwise properly executed by the corporation.

ARTICLE VIII

OFFICES

The corporation may have offices outside of the State of Delaware at such places as shall be determined from time to time by the Board of Directors.

ARTICLE IX

AMENDMENTS

Subject to any limitations that may be imposed by the shareowners, the Board of Directors may make By-Laws and from time to time may alter, amend or repeal any By-Laws, but any By-Laws made by the Board of Directors or the shareowners may be altered, amended or repealed by the shareowners at any annual meeting or at any special meeting duly called or by a written consent signed by all of the shareowners.

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EX-3.13

Exhibit 3.13

Articles of Incorporation

of

Innovex Merger Corp.

The undersigned does hereby submit these Articles of Incorporation for the purpose of forming a business corporation under and by virtue of the laws of the State of North Carolina:

1. The name of the corporation is Innovex Merger Corp.

2. The corporation is authorized to issue two classes of capital stock to be designated “Common Stock” and “Preferred Stock.” The total number of shares that the corporation is authorized to issue is 200,000 shares, of which 100,000 shares shall be Common Stock, par value $1.00 per share, and 100,000 shares shall be Preferred Stock, par value $25.00 per share.

2.1 Common Stock. The holders of Common Stock shall be entitled to one vote per share and, subject to the rights and preferences of the holders of the Preferred Stock and any other class or classes of stock senior to or on a parity with the Common Stock, shall be entitled to dividends as, when and if declared and paid to the holders of Common Stock, and upon liquidation, dissolution or winding up of the corporation, to share ratably in the assets available for distribution to the holders of Common Stock.

2.2 Preferred Stock. The authorized shares of Preferred Stock shall have the rights, preferences, privileges and restrictions as set forth below in this Article 2.

2.2.1 Dividends. The holders of the Preferred Stock shall be entitled to receive dividends at the rate of $1.00 per share, payable annually on December 31 of each year that preferred Stock is outstanding out of funds legally available therefor. Such dividends shall be payable when, as and if declared by the Board of Directors of the corporation and shall accrue on each share of Preferred Stock from day to day from the date of issuance whether or not earned or declared so that if such dividends with respect to any previous dividend period have not been paid on, or declared and set apart for, all shares of Preferred Stock then outstanding, the deficiency shall be fully paid on, or declared and set apart for, such shares before any dividend shall be paid on, or declared and set apart for, the Common Stock. No dividends (other than those payable solely in Common Stock of the corporation) shall be paid on any shares of Common Stock during any fiscal year of the corporation until dividends on the Preferred Stock at the rate of $1.00 per share shall have been paid, or declared and set apart, during that fiscal year and any prior fiscal year in which dividends have accumulated but remained unpaid. No rights shall accrue to holders of the Preferred Stock by reason of the fact that dividends on shares of Preferred Stock are not declared in any prior year, nor shall the amount with respect to any undeclared or unpaid dividend bear or accrue any interest.

2.2.2 Liquidation Preference.

(a) Rights on Liquidation. In the event of any liquidation, dissolution or winding up of the corporation, in each case whether voluntary or involuntary, the holders of shares of Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the corporation available for distribution to its stockholders, whether from capital, surplus or earnings, prior to and in preference of any distribution of any of the assets or surplus funds of the

corporation to the holders of Common Stock, an amount equal to $25.00 per share of Preferred Stock (adjusted to reflect any and all stock dividends, stock splits, combinations or recapitalizations), plus any and all unpaid dividends thereon to the date fixed for distribution. After setting apart or paying in full the preferential amounts due the holders of shares of Preferred Stock, the remaining assets of the corporation available for distribution to stockholders, if any, shall be distributed ratably among the holders of shares of Common Stock. The merger or consolidation of the corporation into or with another corporation in which the stockholders of the corporation shall own less than 50% of the voting securities of the surviving corporation, or the sale or other disposition of all or substantially all of the assets of the corporation shall be deemed to be a liquidation, dissolution or winding up of the corporation as those terms are used in this Section 2.2.2.

(b) Notice of Liquidation. In the event of any liquidation, dissolution or winding up of the corporation, in each case whether voluntary or involuntary, the corporation shall, within ten days after the date the Board of Directors approves such action, or at least 20 days prior to any stockholders’ meeting called to approve such action, or within 20 days after the commencement of any involuntary proceeding, whichever is earlier, give each holder of one or more shares of Preferred Stock initial written notice of the proposed action. Such initial written notice shall describe the material terms and conditions of such proposed action, including the date on which the proposed action is scheduled to occur or commence (the “Liquidation Date”) and a description of the stock, cash and property to be received by the holders of shares of Preferred Stock upon consummation of the proposed action and the date of delivery thereof. If any material change in the facts set forth in the initial written notice shall occur, the corporation shall promptly give written notice to each holder of one or more shares of Preferred Stock of such material change and of any change in the Liquidation Date. The corporation shall not consummate any liquidation, dissolution or winding up of the corporation, in each case whether voluntary or involuntary, before the expiration of 30 days after the mailing of the initial written notice or ten days after the mailing of any subsequent written notice, whichever is later; provided that any such 30-day or 10-day period may be shortened upon the written consent of the holders of all of the outstanding shares of Preferred Stock.

(c) Valuation of Non-Cash Assets. In the event any liquidation, dissolution or winding up of the corporation, in each case whether voluntary or involuntary, involves the distribution of assets other than cash, the amount of such distribution shall be deemed to be the fair market value thereof at the time of such distribution, as determined in good faith by the Board of Directors.

2.3 No Voting Rights. Except as may otherwise be required by applicable law, the Preferred Stock shall have no voting rights.

3. The address of the initial registered office of the corporation in the State of North Carolina is 4709 Creekstone Drive, Riverbirch Building, Suite 300, Durham, Durham County, North Carolina 27703, and the name of its initial registered agent at such address is Gregory D. Porter.

4. The name and address of the incorporator is William W. Nelson, 2500 First Union Capitol Center, Raleigh, Wake County, North Carolina 27601.

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5. The number of directors constituting the initial board of directors shall be one (1), and the name and address of the person who is to serve as director until the first meeting of shareholders, or until his successor is elected and qualified, is:

Name	Address
Gregory D. Porter	4709 Creekstone Drive Riverbirch Building, Suite 300 Durham, North Carolina 27703

6. A director of the corporation shall not be personally liable to the corporation or otherwise for monetary damages for breach of any duty as a director, except for liability with respect to (i) acts or omissions that the director at the time of such breach knew or believed were clearly in conflict with the best interests of the corporation; (ii) any liability under N.C. Gen. Stat. § 55-8-33 for unlawful distributions; or (iii) any transaction from which the director derived an improper personal benefit. If the North Carolina Business Corporation Act is amended to authorize corporate action for further eliminating or limiting personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the North Carolina Business Corporation Act, as so amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

7. The provisions of Article 9 and Article 9A of the North Carolina Business Corporation Act, entitled “The North Carolina Shareholder Protection Act” and “The North Carolina Control Share Acquisition Act,” respectively, shall not be applicable to the corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of November, 1996.

/s/ William W. Nelson

William W. Nelson, Incorporator

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ARTICLES OF MERGER OF

BENEFIT TRANSNATIONAL HOLDING CORP.

INTO

INNOVEX MERGER CORP.

Pursuant to North Carolina General Statute Section 55-11-05(a), Innovex Merger Corp., a North Carolina corporation (the “Surviving Corporation”), hereby submits these Articles of Merger as the surviving business entity for the purpose of merging Benefit Transnational Holding Corp., a North Carolina corporation, with and into the Surviving Corporation:

1. The name of the Surviving Corporation is Innovex Merger Corp.

2. The registered office street address of the Surviving Corporation is 150 Fayetteville St., Box 1011, Raleigh, NC 27601, Wake County.

3. The principal office address of the Surviving Corporation is 4820 Emperor Boulevard, Durham, NC 27703, Durham County.

4. The name of the merged entity is Benefit Transnational Holding Corp., a North Carolina corporation.

5. A Plan of Merger has been duly approved in the manner prescribed by Chapter 55 of the General Statutes of North Carolina by the board of directors and shareholder of the Surviving Corporation and by the board of directors and shareholder of Benefit Transnational Holding Corp.

6. These Articles of Merger will be effective upon filing.

This the 20th day of September, 2012.

INNOVEX MERGER CORP.
By:	/s/ Beverly Rubin
	Name: Beverly Rubin
	Title: President

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EX-3.14

Exhibit 3.14

Bylaws

of

Innovex Merger Corp.

ARTICLE I

DEFINITIONS

In these bylaws, unless otherwise provided, the following terms shall have the following meanings:

(1) “Act” shall mean the North Carolina Business Corporation Act as codified in Chapter 55 of the North Carolina General Statutes effective July 1, 1990, and as amended from time to time;

(2) “Articles of incorporation” shall mean the Corporation’s articles of incorporation, Including amended and restated articles of incorporation and articles of merger;

(3) “Corporation” shall mean Innovex Merger Corp.;

(4) “Distribution” shall mean a direct or indirect transfer of money or other property (except the Corporation’s own shares) or incurrence of indebtedness by the Corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend, a purchase, redemption, or other acquisition of shares, a distribution of indebtedness, or otherwise;

(5) “Emergency” shall mean a catastrophic event which prevents a quorum of the board of directors from being readily assembled;

(6) “Shares’’ shall mean the units into which the proprietary interests in the Corporation are divided; and

(7) “Voting group” shall mean all shares of one or more classes or series that under the articles of incorporation or the Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or the Act to vote generally on a matter are for that purpose a single voting group.

ARTICLE II

OFFICES

SECTION 1. Principal Office: The principal office of the Corporation shall be located at 4709 Creekstone Drive, Riverbirch Building, Suite 300, Durham, Durham County, North Carolina 27703, or at such other place as may be determined from time to time by the directors.

SECTION 2. Registered Office: The registered office of the Corporation shall be located at 4709 Creekstone Drive, Riverbirch Building, Suite 300, Durham, Durham County, North Carolina 27703.

SECTION 3. Other Offices: The Corporation may have offices at such other places, either within or without the State of North Carolina, as the board of directors may from time to time determine, or as the affairs of the Corporation may require.

ARTICLE III

MEETINGS OF SHAREHOLDERS

SECTION 1. Place of Meetings: All meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or as may be agreed upon by a majority of the shareholders entitled to vote at the meeting.

SECTION 2. Annual Meeting: The annual meeting of shareholders for the election of directors and the transaction of other business shall be held annually in any month on any day (except Saturday, Sunday or a legal holiday) as fixed by the board of directors.

SECTION 3. Substitute Annual Meeting: If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called by the board of directors, the chief executive officer or the president. A meeting so called shall be designated and treated for all purposes as the annual meeting.

SECTION 4. Special Meetings: Special meetings of the shareholders may be called at any time by the board of directors, the chief executive officer or the president. In addition, special meetings may be called at any time by the shareholders if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the secretary a written demand for the meeting describing the purpose of purposes for which it is to be held; provided, however, the shareholders shall not have such right to call a special meeting if the Corporation has a class of shares registered under Section 12 of the Securities Exchange Act of 1934, as amended. Only business within the purpose or purposes described in the meeting notice specified in Section 5 of this Article may be conducted at a special meeting of shareholders.

SECTION 5. Notice of Meeting: Written or printed notice stating the time and place of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of any shareholders’ meeting, either personally, by mail, by telegraph, by teletype, or by facsimile transmission, by or at the direction of the chairman of the board, the chief executive officer, the president, the secretary, or other person calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mall, addressed to the shareholder at his address as it appears on the record of the shareholders of the Corporation, with postage thereon prepaid.

In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called. In the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted unless such a statement is required by the Act.

When an annual or special meeting is adjourned to a different date, time, and place, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken; provided, however, that if a new record date for the adjourned meeting is or must be set, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.

The record date for determining the shareholders entitled to notice of and to vote at an annual or special meeting shall be fixed as provided in Section 3 of Article VIII.

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SECTION 6. Waiver of Notice: A shareholder may waive notice of any meeting either before or after such meeting. Such waiver shall be in writing, signed by the shareholder, and filed with the minutes or corporate records. A shareholder’s attendance at a meeting: (i) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before it is voted upon.

SECTION 7. Shareholder List: Commencing two (2) business days after notice of a meeting of shareholders is given and continuing through such meeting, the secretary of the Corporation shall maintain at the principal office of the Corporation an alphabetical list of the shareholders entitled to vote at such meeting, arranged by voting group, with the address of and number of shares held by each. This list shall be subject to inspection by any shareholder or his agent or attorney at any time during usual business hours and may be copied at the shareholder’s expense.

SECTION 8. Quorum: A majority of the votes entitled to be cast on a matter by any voting group, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by a majority of the votes voting on the motion to adjourn; and at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

SECTION 9. Proxies: Shares may be voted either in person or by one or more agents authorized by a written proxy executed by the shareholder or by his duly authorized attorney in fact. A proxy may take the form of a telegram, telex, facsimile or other form of wire or wireless communication which appears to have been transmitted by a shareholder. A proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. A proxy is not valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifies therein the length of time for which it is to continue in force or limits its use to a particular meeting.

SECTION 10. Voting of Shares: Subject to the provisions of Section 4 of Article IV, the articles of incorporation, and the Act, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Except for the election of directors, which is governed by the provisions of Section 3 of Article IV, if a quorum is present, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast against the action, unless the vote of a greater number is required by the Act, the articles of incorporation, or these bylaws.

Shares of the Corporation are not entitled to vote if: (i) they are owned, directly or indirectly, by the Corporation, unless they are held by it in a fiduciary capacity; (ii) they are owned, directly or indirectly, by a second corporation in which the Corporation owns a majority of the shares entitled to vote for directors of the second corporation; or (iii) they are redeemable shares and (x) notice of redemption has been given and (y) a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price upon surrender of the shares.

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SECTION 11. Informal Action by Shareholders: Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons who would be entitled to vote upon such action at a meeting and is delivered to the Corporation to be included in the minutes or to be kept as part of the corporate records.

SECTION 12. Corporation’s Acceptance of Votes: If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the Corporation is entitled to accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder.

If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the Corporation is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder if: (i) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; (ii) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (iii) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of its status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (iv) the name signed purports to be that of a beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or (v) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

The Corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes has a reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

SECTION 13. Number of Shareholders; The following persons or entities identified as a shareholder in the Corporation’s current record of shareholders constitute one shareholder for purposes of these bylaws: (i) all co-owners of the same shares; (ii) a corporation, partnership, trust, estate, or other entity; (iii) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account. Shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1. General Powers: All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its board of directors.

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SECTION 2. Number, Term and Qualifications: The number constituting the board of directors shall be not less than one (1) nor more than seven (7). The number of directors within this variable range may be fixed or changed from time to time by the shareholders or the board of directors. Each director shall hold office until his death, resignation, retirement, removal, disqualification, or until his successor is elected and qualified. Directors need not be residents of the State of North Carolina or shareholders of the Corporation.

SECTION 3. Election of Directors: Except as provided in Section 6 of this Article, the directors shall be elected at the annual meeting of shareholders; and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, the election of directors shall be by ballot.

SECTION 4. No Cumulative Voting: The shareholders of the Corporation shall have no right to cumulate their votes for the election of directors.

SECTION 5. Removal: Any director, or the entire board of directors, may be removed from office at any time, with or without cause, but only if the number of votes cast to remove him exceeds the number of votes cast not to remove him. If a director is elected by a voting group of shareholders, only members of that voting group may participate in the vote to remove him. A director may not be removed by the shareholders at a meeting unless the notice of the meeting specifies such removal as one of its purposes. If any directors are removed, new directors may be elected at the same meeting.

SECTION 6. Vacancies: Any vacancy occurring in the board of directors, including, without limitation, a vacancy resulting from an increase in the number of directors or from the failure by the shareholders to elect the full authorized number of directors, shall be filled by the shareholders or the board of directors. If such vacancy is to be filled by the board of directors, and if the directors remaining in office constitute fewer than a quorum of the board, such vacancy may be filled by the affirmative vote of a majority of the remaining directors or by the sole remaining director. If the vacant office was held by a director elected by a voting group of shareholders, only the remaining director or directors elected by that voting group or the holders of shares of that voting group are entitled to fill the vacancy. The term of a director elected to fill a vacancy shall expire at the next shareholders’ meeting at which directors are elected.

SECTION 7. Compensation: The board of directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the board.

SECTION 8. Committees: The board of directors may create an executive committee and other committees of the board, each of which shall have at least two (2) members, all of whom shall be directors. The creation of a committee and the appointment of members to it must be approved by a majority of all the directors in office when the action is taken. Each committee may, as specified by the board of directors, exercise some or all of the authority of the board except that a committee may not; (i) authorize distributions; (ii) approve or propose to shareholders action that the Act requires be approved by shareholders; (iii) fill vacancies on the board of directors or on any of its committees; (iv) amend the articles of incorporation pursuant to N.C. Gen. Stat. Section 55-10-02 or its successor; (v) adopt, amend, or repeal bylaws; (vi) approve a plan of merger not requiring shareholder approval; (vii) authorize or approve a reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (viii) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee

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to do so within limits specifically prescribed by the board of directors. The provisions of Article V, which govern meetings of the board of directors, shall likewise apply to meetings of any committee of the board.

ARTICLE V

MEETINGS OF DIRECTORS

SECTION 1. Regular Meetings: A regular meeting of the board of directors shall be held immediately after, and at the same place as, the annual meeting of the shareholders. In addition, the board of directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

SECTION 2. Special Meetings: Special meetings of the board of directors may be called by or at the request of the chief executive officer or any director. Such meetings may be held either within or without the State of North Carolina, as fixed by the person or persons calling the meeting.

SECTION 3. Notice of Meetings: Regular meetings of the board of directors may be held without notice. The person or persons calling a special meeting of the board of directors shall, at least five (5) days before the meeting, give notice of the meeting by any usual means of communication, including by telephone, telegraph, teletype, mail, private carrier, facsimile transmission, or other form of wire or wireless communication. Such notice may be oral and need not specify the purpose for which the meeting is called.

SECTION 4. Waiver of Notice: Any director may waive notice of any meeting either before or after such meeting. Such waiver shall be in writing, signed by the director, and filed with the minutes or corporate records; provided, however, that a director’s attendance at or participation in a meeting waives any required notice to him unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

SECTION 5. Quorum: A majority of the directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the board of directors.

SECTION 6. Manner of Acting: The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is required by the articles of incorporation or these bylaws.

SECTION 7. Presumption of Assent: A director of the Corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (i) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; (ii) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) he files written notice of his dissent or abstention with the presiding officer of the meeting before its adjournment or with the Corporation immediately after adjournment of the meeting. This right of dissent or abstention is not available to a director who votes in favor of the action taken.

SECTION 8. Participation in Meetings: Any or all of the directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.

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SECTION 9. Action Without Meeting: Action which may be taken at a board of directors meeting may be taken without a meeting if the action is taken by all members of the board and is evidenced by one or more written consents signed by each director before or after such action, which describes the action taken and is included in the minutes or filed with the corporate records. Such action is effective when the last director signs the consent, unless the consent specifies a different effective date.

ARTICLE VI

OFFICERS

SECTION 1. Officers of the Corporation: The officers of the Corporation shall consist of a chairman of the board, chief executive officer, president, secretary, treasurer, and such vice presidents, assistant secretaries, assistant treasurers, and other officers as the board of directors may from time to time appoint. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.

SECTION 2. Appointment and Term: The officers of the Corporation shall be appointed by the board of directors. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors. Each officer shall hold office until his death, resignation, retirement, removal, disqualification or until his successor is appointed and qualifies. The appointment of an officer does not itself create contract rights for either the officer or the Corporation.

SECTION 3. Compensation of Officers: The compensation of officers of the Corporation shall be fixed by the board of directors. No officer shall receive compensation for serving the Corporation in any other capacity unless such additional compensation be authorized by the board of directors.

SECTION 4. Resignation and Removal: An officer may resign at any time by communicating his resignation to the Corporation, A resignation is effective when it is communicated unless it specifies in writing a later date. If a resignation is made effective as of a later date and the Corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer. Any officer or agent appointed by the board of directors may be removed by the board at any time, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 5. Bonds: The board of directors may by resolution require any officer, agent, or employee of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the board of directors.

SECTION 6. Chairman of the Board: The board of directors from time to time may appoint from their number a chairman of the board. The chairman of the board, if one is appointed, shall preside at all meetings of the board of directors and the shareholders and shall perform such other duties as may be prescribed from time to time by the board of directors. He shall have the authority to sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such documents or instruments shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation or shall be required by the Act to be otherwise signed or executed.

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SECTION 7. Chief Executive Officer: The chief executive officer shall have general authority and supervision over the officers and employees of the Corporation, and shall perform such other duties as may be prescribed from time to time by the board of directors, All officers shall report to him except to the extent specifically required by the board of directors. He shall consult with the chairman of the board and the president as to matters within the scope of the authority of the chairman of the board and the president. He shall have the authority to sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such contracts or instruments shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation, or shall be required by the Act to be otherwise signed or executed.

SECTION 8. President: The president shall be the chief operating officer of the Corporation and shall have general charge of the operation of the business of the Corporation. The president shall perform such duties and have such powers as the board of directors from time to time may assign. He shall have the authority to sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such contracts or instruments shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation, or shall be required by the Act to be otherwise signed or executed.

SECTION 9. Vice Presidents: In the absence of the president, the vice presidents in the order of their length of service as vice presidents, unless otherwise determined by the board of directors, shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions upon that office. Any vice president may sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such documents or instruments shall be expressly delegated by the board of directors or these bylaws to some other officer or agent of the Corporation or shall be required by the Act to be otherwise signed or executed. A vice president shall perform such other duties as from time to time may be assigned to him by the chairman of the board, the chief executive officer, the president, or the board of directors.

SECTION 10. Secretary: The secretary shall: (i) keep the minutes of the meetings of shareholders, of the board of directors, and of all committees of the board in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (iv) keep a register of the mailing address of each shareholder which shall be furnished to the secretary by such shareholder; (v) sign, with the chairman of the board, the chief executive officer, the president, or a vice president, certificates for shares, the issuance of which shall have been authorized by resolution of the board of directors; (vi) have general charge of the stock transfer books of the Corporation; (vii) keep or cause to be kept in the State of North Carolina at the Corporation’s principal office a record of the Corporation’s shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each, and prepare or cause to be prepared a shareholder list prior to each meeting of shareholders as required by the Act; (viii) maintain and authenticate the books and records of the Corporation; (ix) with the assistance of the treasurer and other officers, prepare and deliver to the Corporation’s shareholders such financial statements, notices, and reports as may be required by N.C. Gen. Stat. Sections 55-16-20

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and 55-16-21 (or their successors); (x) prepare and file with the North Carolina Secretary of State the annual report required by N.C. Gen. Stat. Section 55-16-22 (or its successor); and (xi) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the chairman of the board, the chief executive officer, the president or the board of directors.

SECTION 11. Assistant Secretaries: In the absence of the secretary, the assistant secretaries in the order of their length of service as assistant secretary, unless otherwise determined by the board of directors, shall perform the duties of the secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the secretary. They shall perform such other duties as may be assigned to them by the secretary, the chairman of the board, the chief executive officer, the president, or the board of directors. Any assistant secretary may sign, with the chairman of the board, the chief executive officer, the president or a vice president, certificates for shares.

SECTION 12. Treasurer: The treasurer shall be the chief financial officer of the Corporation and shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; (ii) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in accordance with the provisions of Section 4 of Article VII: (iii) prepare, or cause to be prepared, an annual financial statement in accordance with Section 3 of Article IX: and (iv) in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by, the chairman of the board, the chief executive officer, the president or the board of directors. The treasurer may sign, with the chairman of the board, the chief executive officer, the president or a vice president, certificates for shares.

SECTION 13. Assistant Treasurers: In the absence of the treasurer, the assistant treasurers, in the order of their length of service as assistant treasurer, unless otherwise determined by the board of directors, shall perform the duties of the treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the treasurer. They shall perform such other duties as may be assigned to them by the treasurer, the chairman of the board, the chief executive officer, the president, or the board of directors. Any assistant treasurer may sign, with the chairman of the board, the chief executive officer, the president or a vice president, certificates for shares.

ARTICLE VII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts: The board of directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks and Drafts: All checks, drafts or other orders for payment of money issued in the name of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

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SECTION 4. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the board of directors shall direct.

ARTICLE VIII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares: Shares may, but need not, be represented by certificates. If certificates are issued, they shall be in such form as the board of directors shall determine; provided that, at a minimum, each certificate shall state on its face: (i) the name of the Corporation and that it is organized under the laws of North Carolina; (ii) the name of the person to whom issued; and (iii) the number and class of shares and the designation of the series, if any, the certificate represents. If the Corporation issues certificates for shares of preferred stock, the designations, relative rights, preferences, and limitations applicable to that class, and the variations in rights, preferences, and limitations for each series within that class (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate; alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish the shareholder this information in writing and without charge. These certificates shall be signed, either manually or in facsimile, by the chairman of the board, the chief executive officer, the president, or any vice president, and the secretary or any assistant secretary, the treasurer or any assistant treasurer. They shall be consecutively numbered or otherwise identified and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.

SECTION 2. Transfer of Shares: Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record, by his legal representative (who shall furnish proper evidence of authority to transfer) or by his attorney (whose authority shall be evidenced by a power of attorney duly executed and filed with the secretary), and only upon surrender for cancellation of the certificates for such shares.

SECTION 3. Fixing Record Date: For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, to demand a special meeting, to vote, to take any other action, or to receive payment, or for any other purpose, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such record date in any case to be not more than seventy (70) days, and, in case of a meeting of shareholders, not less than ten (10) days, before the date on which the particular action requiring such determination of shareholders is to be taken.

When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment of such meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

SECTION 4. Lost Certificates: The board of directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing the issuance of a new certificate, the board of directors may require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect

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to the certificate claimed to have been lost or destroyed; or the board of directors may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

SECTION 5. Reacquired Shares: A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.

ARTICLE IX

GENERAL PROVISIONS

SECTION 1. Distributions: The board of directors may from time to time declare, and the Corporation may make, distributions on its outstanding shares in the manner and subject to the terms and conditions provided by the Act and by the articles of incorporation.

SECTION 2. Seal: The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the Corporation and in the center of which is inscribed “CORPORATE SEAL” or “SEAL,” and which shall have such other characteristics as the board of directors may determine.

SECTION 3. Records and Reports: All of the Corporation’s records shall be maintained in written form or in another form capable of conversion into written form within a reasonable time.

The Corporation shall keep as permanent records minutes of all meetings of its incorporators, shareholders, and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors.

The Corporation shall keep a copy of the following records at its principal office: (i) the articles of incorporation and all amendments to them currently in effect; (ii) these bylaws and all amendments to them currently in effect; (iii) resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights. preferences, and limitations (if shares issued pursuant to those resolutions are outstanding); (iv) the minutes of all meetings of shareholders and records of all actions taken by shareholders without a meeting during the past three years: (v) all written communications to shareholders generally within the past three years; (vi) the annual financial statements described below, prepared during the past three years; (vii) a list of the names and business addresses of its current directors and officers; and (viii) its most recent annual report delivered to the North Carolina Secretary of State.

The Corporation shall prepare and make available to its shareholders annual financial statements for the Corporation and its subsidiaries that: (i) includes a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for the year; and (ii) is accompanied by either (x) a report of a public accountant on the annual financial statements, or (y) a statement by the treasurer stating his reasonable belief whether the annual financial statements were prepared on the basis of generally accepted accounting principles (and, if not, describing the basis of preparation) and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. These annual financial statements, or a written notice of their availability, shall be mailed to each shareholder within 120 days after the close of each fiscal year of the Corporation. On written request from a shareholder who was not mailed the annual financial statements, the Corporation shall mail to him the latest such statements.

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The Corporation shall also prepare and file with the North Carolina Secretary of State an annual report in such form as required by N.C. Gen. Stat. Section 55-16-22, or its successor.

SECTION 4. Indemnification: Any person who at any time serves or has served as a director or officer of the Corporation, or at the request of the Corporation is or was serving as an officer, director, agent, partner, trustee, administrator, or employee for any other foreign or domestic corporation, partnership, Joint venture, trust, employee benefit plan, or other enterprise, shall be indemnified by the Corporation to the fullest extent from time to time permitted by law in the event he is made, or is threatened to be made, a party to any threatened, pending or completed civil, criminal, administrative, investigative or arbitrative action, suit or proceeding and any appeal therein (and any inquiry or investigation that could lead to such action, suit or proceeding), whether or not brought by or on behalf of the Corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity. In addition, the board may provide such indemnification for the employees and agents of the Corporation as it deems appropriate.

The rights of those receiving indemnification hereunder shall, to the fullest extent from time to time permitted by law, cover (i) reasonable expenses, including without limitation all attorneys’ fees actually and necessarily incurred by him in connection with any such action, suit or proceeding, (ii) all reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he may have become liable in such action, suit or proceeding; and (iii) all reasonable expenses incurred in enforcing the indemnification rights provided herein.

Expenses incurred by anyone entitled to receive indemnification under this section in defending a proceeding may be paid by the Corporation in advance of the final disposition of such proceeding as authorized by the board of directors in the specific case or as authorized or required under any provisions in the bylaws or by any applicable resolution or contract upon receipt of an undertaking by or on behalf of the director to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation against such expenses.

The board of directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him.

Any person who at any time serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of such repeat or modification. The rights provided for herein shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this bylaw.

The rights granted herein shall not be limited by the provisions contained in N.C. Gen. Stat. Section 55-8-51 (or its successor).

SECTION 5. Fiscal Year: The fiscal year of the Corporation shall be fixed by the board of directors.

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SECTION 6. Amendments: (a) The board of directors may amend or repeal these bylaws, except to the extent otherwise provided in the articles of Incorporation, a bylaw adopted by the shareholders, or the Act, and except that a bylaw adopted, amended or repealed by the shareholders may not be readopted, amended or repealed by the board of directors if neither of the articles of incorporation nor a bylaw adopted by the shareholders authorizes the board of directors to adopt, amend, or repeal that particular bylaw or the bylaws generally.

(b) The Corporation’s shareholders may adopt, amend, alter, change, or repeal any of these bylaws consistent with the provisions of Section 10 of Article III.

(c) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (i) if originally adopted by the shareholders, only by the shareholders, unless the bylaw permits amendment or repeal by the board of directors; or (ii) if originally adopted by the board of directors, either by the shareholders or by the board of directors.

(d) A bylaw referred to in Subsection (c) above: (i) may not be adopted by the board of directors by a vote of less than a majority of the directors then in office; and (ii) may not itself be amended by a quorum or vote of the directors less than the quorum ·or vote therein prescribed or prescribed by a bylaw adopted or amended by the shareholders.

(e) A bylaw adopted or amended by the shareholders that fixes a greater voting or quorum requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

SECTION 7. Emergencies: In anticipation of or during an emergency, the board of directors may:(i) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (ii) relocate the principal office or designate alternative principal or regional offices. or authorize the officers to do so.

During an emergency: (i) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (ii) one or more officers present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

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SECTION 8. Severability: Should any provision of these bylaws become ineffective or be declared to be invalid for any reason, such provision shall be severable from the remainder of these bylaws and all other provisions of these bylaws shall continue to be in full force and effect.

ATTESTED:
/s/ Gregory D. Porter	Dated: November 22, 1996
Gregory D. Porter
Secretary

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EX-3.15

Exhibit 3.15

CERTIFICATE OF INCORPORATION

OF

INTERCONTINENTAL MEDICAL STATISTICS INTERNATIONAL, LTD.

FIRST: The name of the Corporation is Intercontinental Medical Statistics International, Ltd. (hereinafter the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at the address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 100 shares of Common Stock, each having a par value of one penny ($.01).

FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

(3) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

(4) No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the GCL or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Subsection (4) to Article FIFTH shall apply to or have any effect on the liability or alleged liability of any director occurring prior to such amendment.

(5) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

SIXTH: Meeting of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such a place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

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SEVENTH: Whenever a compromise or arrangement is proposed between this Corporation and its creditors or any class of them and/or between this Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this Corporation or any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this Corporation under the provisions of Section 291 of the GCL or on the application of trustees in dissolution or of any receiver or receivers appointed for this Corporation under the provisions of Section 279 of the GCL, order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this Corporation, as the case may be, and also on this Corporation.

EIGHTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the incorporator for purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, has signed this instrument on the 8th day of January, 1997_. and does thereby acknowledge that it is his act and deed and that the facts stated therein are true.

By:	/s/ Tommy N. Bohman
	Tommy N. Bohman, President of I.M.S. International, Inc., Incorporator
	100 Campus Road
	Totowa, NJ 07512

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CERTIFICATE OF MERGER

OF

INTERCONTINENTAL MEDICAL STATISTICS INTERNATIONAL, LTD.,

A NEW YORK CORPORATION

INTO

INTERCONTINENTAL MEDICAL STATISTICS INTERNATIONAL, LTD.,

A DELAWARE CORPORATION

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware.

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation at each of the constituent corporations of the merger is as follows:

Intercontinental Medical Statistics International, Ltd., a New York corporation

Intercontinental Medical Statistics International, Ltd., a Delaware corporation

SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 252 of the General Corporation Law of Delaware.

THIRD: That the name of the surviving corporation of the merger is Intercontinental Medical Statistics International, Ltd., a Delaware Corporation.

FOURTH: That the Certificate of Incorporation of Intercontinental Medical Statistics International, Ltd., a Delaware corporation which will survive the merger, shall be the Certificate of Incorporation of the surviving corporation.

FIFTH: The office of the surviving corporation is Pennsylvania Railroad Building, 110 South French Street, Suite 402, Wilmington, Delaware 19801.

SIXTH: The Agreement of Merger is on file at the office of the surviving corporation and a copy of such Agreement will be provided by the surviving corporation.

SEVENTH: The authorized capital stock of the foreign corporation which is a party to the merger is as follows:

Corporation	Class	Number of Shares		Per Value Per Share
Intercontinental Common Medical Statistics International, Ltd.			200	$	0.01

Dated this 20^th day of March, 1997

INTERCONTINENTAL MEDICAL STATISTICS INTERNATIONAL, LTD. (DELAWARE CORPORATION)

/s/ Harvey A. Ashman

Harvey A. Ashman

Vice President

EX-3.16

Exhibit 3.16

BY-LAWS

of

INTERCONTINENTAL MEDICAL STATISTICS INTERNATIONAL, LTD.

ARTICLE I

SHAREOWNERS

Section 1. The annual meeting of the shareowners of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on the third Wednesday in April of each year, if not a legal holiday, and if a legal holiday, then on the next business day following, within or without the, State of Delaware, or at such time and place as may be designated from time to time by the Board of Directors.

Section 2. Special meetings of the shareowners may be held upon call of the Board of Directors or the President (and shall be called by the President at the request in writing of shareowners owning a majority of the outstanding shares of the corporation entitled to vote at the meeting) at such time and at such place within or without the State of Delaware as may be fixed by the Board of Directors or the President or by the shareowners owning a majority of the outstanding shares of the corporation so entitled to vote, as the case may be, and as may be stated in the notice setting forth such call.

Section 3. Except as otherwise provided by law, notice of the time, place and purpose or purposes of every meeting of shareowners shall be (i) delivered personally, (ii) mailed, or (iii) sent via a private delivery service that guarantees one or two-day delivery and obtains a written receipt of delivery, in each case not earlier

than sixty, nor less than ten, days previous thereto to each shareowner of record entitled to vote at the meeting, at the address of such shareowner as it appears on the records of the corporation. Notice of any meeting of shareowners need not be given to any shareowner who shall waive notice thereof, before or after such meeting, in writing, or to any shareowner who shall attend such meeting, except when the shareowner attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 4. The holders of record of a majority of the issued and outstanding shares of the corporation which are entitled to vote at the meeting shall, except as otherwise provided by law, constitute a quorum at all meetings of the shareowners. If there be no such quorum present in person or by proxy, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time.

Section 5. Meetings of the shareowners shall be presided over by the President or, if he is not present, by a Vice President or, if no such officer is present, by a chairman to be chosen at the meeting. The Secretary of the corporation or, in his or her absence, an Assistant Secretary shall act as secretary of the meeting or, if neither the Secretary nor an Assistant Secretary is present, the chairman shall appoint a secretary for purposes of the meeting.

Section 6. At all elections of directors a majority of the votes cast shall elect. Except as otherwise provided by law, all other questions presented to shareowners shall also be determined by a majority of the votes cast on such questions.

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Section 7. In order that the corporation may determine the shareowners entitled to notice of or to vote at any meeting of shareowners or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If for any reason the Board of Directors shall not have fixed a record date for any such purpose, the record date for such purpose shall be determined as provided by law. Only those shareowners of record on the date so fixed or determined shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the corporation after any such record date so fixed or determined.

Section 8. Any action required by the General Corporation Law to be taken at any annual or special meeting of shareowners, or any action which may be taken at any annual or special meeting of shareowners, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareowners who have not consented in writing.

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ARTICLE II

BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation shall consist of one or more directors, the number of directors to be fixed from time to time by resolution of the Board of Directors. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier resignation, death or removal. One-third of the total number of directors (if this is not a whole number, it shall be rounded upwards to the nearest whole number) shall constitute a quorum for the transaction of business. Directors need not be shareowners.

Section 2. Vacancies in the Board of Directors shall be filled by a majority of the remaining directors, though less than a quorum; and in case of an increase in the number of directors, the additional directors shall be elected by a majority of the directors in office at the time of increase, though less than a quorum; and the directors so chosen shall hold office until their successors shall be duly elected and qualified or until his or her earlier resignation, death or removal.

Section 3. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of call of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the President, by oral, faxed or other written notice, served on, sent, faxed or mailed to each director not less than two days before the meeting. The notice of any meeting need not specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of shareowners at the same place at which such meeting is held. Notice need not be

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given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in writing. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.

Section 4. The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation which, to the extent provided in said resolution or resolutions and except as prohibited by law, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. A majority of the members of a committee shall constitute a quorum for the transaction of its business. In the absence or disqualification of any member of any such committee or committees, but not in the case of a vacancy therein, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors, who is not an officer of the corporation or any of its subsidiaries, to act at the meeting for all purposes in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 5. A director of the corporation shall not, in the absence of fraud, be disqualified by virtue of his or her office from dealing or contracting with the

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corporation either as vendor, purchaser or otherwise, nor, in the absence of fraud, shall any transaction or contract of the corporation be void or voidable or affected by reason of the fact that any director or any firm of which any director is a member, or any corporation of which the director is an officer, director or shareowner, is in any way interested in such transaction or contract, provided that, at the meeting of the Board of Directors or of a committee thereof having authority to authorize or confirm said contract or transaction, the interest of such director, firm or corporation therein and the material facts with respect thereto are disclosed or known, and there shall be present a quorum of directors or of the directors constituting such committee not interested or connected, and such contract or transaction shall be approved by a majority of such quorum, which majority shall consist of directors not so interested or connected. Nor shall such contract or transaction be void or voidable or affected by reason of the fact that the vote of such director or directors, who have or may have an interest therein which is or might be adverse to the interests of the corporation, shall have been necessary to obligate the corporation upon such contract or transaction, nor shall any director or directors having such adverse interest be liable to the corporation or to any shareowner or creditor thereof, or to any other person, for any loss incurred by it, him or her under or by reason of any such contract or transaction nor shall any such director or directors be accountable for any gains or profits realized thereon; always provided, however, that such contract or transaction shall, at the time it was entered into, have been a reasonable one to have been entered into and shall have been upon terms that at the time were fair.

Section 6. Any contract, transaction or act of the corporation or of the Board of Directors which shall be ratified by a majority vote of the shareowners of the corporation having voting power at any annual meeting or any special meeting called

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for such purpose, and to whom the material facts with respect thereto are disclosed or known, shall be as valid and as binding as though ratified by every shareowner of the corporation, provided, however, that any failure of the shareowners to approve or ratify such contract, transaction or act, when and if submitted, shall not be deemed In any way to invalidate the same or to deprive the corporation, its directors or officers, of their right to proceed with such contract, transaction or action. Any director of the corporation may vote upon any contract or other transaction between the corporation and any subsidiary or affiliated corporation without regard to the fact that he is also a director of such subsidiary or affiliated corporation.

Section 7. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as prohibited by law.

ARTICLE III

OFFICERS

Section 1. The Board of Directors as soon as practicable after their annual election shall appoint a President and a Secretary. The Board of Directors may also from time to time appoint such other officers (including a Chairman who shall be a member of the Board of Directors, one or more Vice Presidents and/or Assistant Vice Presidents, a Treasurer, one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper. In addition, the President shall be entitled to appoint officers of the corporation (other than the Chairman, President, Secretary, or Treasurer) and to prescribe the respective terms of office, authorities and duties of any officers so appointed, provided that such appointment is made in writing and filed in the minute book of the corporation. Any Vice President may be designated Executive, Senior, or Regional, or may be given any other designation or combination of designations.

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Section 2. Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board then in office. In addition, in the case of an officer appointed by the President, such appointed officer may be removed from office at any time with or without cause by the President of the corporation.

Section 3. Each of the officers of the corporation shall have the powers and duties prescribed by (i) law, (ii) the By-Laws, and (iii) the Board of Directors and in the case of an officer appointed by the President, the President. Unless otherwise prescribed by the By-Laws or by the Board of Directors or, in the case of an officer appointed by the President, by the President, each officer shall also have such further powers and duties as ordinarily pertain to his or her office. The President shall be the Chief Executive Officer and, subject always to the rights and powers of the Board of Directors, shall have the general direction of the affairs of the corporation. Any officer, agent, or employee of the corporation may be required to give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors may from time to time prescribe.

Section 4. The corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation. The corporation may indemnify, to the full extent that it shall have

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power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Article III shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any by-law, agreement, vote of shareowners or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and/or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article III or otherwise.

ARTICLE IV

CERTIFICATES OF STOCK

Section 1. The interest of each shareowner of the corporation shall be evidenced by a certificate or certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The shares in the stock of the corporation shall be

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transferable on the books of the corporation by the holder thereof in person or by his or her attorney, upon surrender for cancellation of a certificate or certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the corporation or its agents may reasonably require.

Section 2. The certificates of stock shall be signed by such officer or officers as may be permitted by law to sign. Any or all of the signatures on the certificate may be a facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been issued by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the corporation.

Section 3. No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of reasonable evidence of such loss, theft or destruction and upon delivery to the corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or the President in his, her or its discretion may require.

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ARTICLE V

CORPORATE BOOKS

The books of the corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall begin and end on such dates as shall be established from time to time by a resolution of the Board of Directors.

ARTICLE VII

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation, the state and date of incorporation, and the words “Corporate Seal”. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced. Unless otherwise required by law, no document executed on behalf of the corporation shall be required to have the corporate seal affixed thereto and the absence of the corporate seal shall, unless otherwise prescribed by law, in no way affect the validity of any document otherwise properly executed by the corporation.

ARTICLE VIII

OFFICES

The corporation may have offices outside of the State of Delaware at such places as shall be determined from time to time by the Board of Directors.

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ARTICLE IX

AMENDMENTS

Subject to any limitations that may be imposed by the shareowners, the Board of Directors may make By-Laws and from time to time may alter, amend or repeal any By-Laws, but any By-Laws made by the Board of Directors or the shareowners may be altered, amended or repealed by the shareowners at any annual meeting or at any special meeting duly called or by a written consent signed by all of the shareowners.

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EX-3.17

Exhibit 3.17

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is Quintiles BioSciences Holdings, LLC.

Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, Zip Code 19801.

The name of its Registered Agent at such address is The Corporation Trust Company.

Third: This Certificate of Formation shall be effective on June 26, 2015 at 12:00 p.m. U.S. Eastern Time.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 26^th day of June, 2015.

By:	/s/ Kim L. Rose
Name:	Kim L. Rose
	Authorized Person

QUINTILES BIOSCIENCES HOLDINGS, LLC

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF FORMATION

Quintiles BioSciences Holdings, LLC (the “Company”), a limited liability company organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. That by the written consent of its sole member, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Formation of the Company:

Section 1 of the Certificate of Formation shall be deleted in its entirety and the following new Section 1 shall be inserted in lieu thereof:

“The name of the limited liability company is IQVIA BioSciences Holdings LLC.”

2. That said amendment was duly adopted in accordance with the provisions of the Limited Liability Company Act of the State of Delaware.

3. This Certificate of Amendment to Certificate of Formation shall be effective upon filing.

IN WITNESS WHEREOF, said limited liability company has caused this certificate to be signed this 6^th day of November, 2017.

Quintiles BioSciences Holdings, LLC
By:	/s/ James H. Erlinger III
Name:	James H. Erlinger III
Title:	President

EX-3.18

Exhibit 3.18

Now known as IQVIA BioSciences Holdings, LLC

QUINTILES BIOSCIENCES HOLDINGS, LLC

Limited Liability Company Agreement

THIS LIMITED LIABILITY COMPANY AGREEMENT of QUINTILES BIOSCIENCES HOLDINGS, LLC, a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Company”), is executed effective as of 12:00 p.m. U.S. Eastern Time on June 26, 2015, by its sole member, Quintiles, Inc., a North Carolina corporation.

ARTICLE I

FORMATION OF THE COMPANY

1.1. Formation. The Company was formed on June 26, 2015, upon the filing with the Secretary of State of the Certificate of Formation of the Company. The Company was formed upon the conversion of Quintiles BioSciences Holdings, Inc., a Delaware corporation.

1.2. Name. The name of the Company is Quintiles BiosSiences Holdings, LLC. The Member may change the name of the Company from time to time, provided appropriate amendments to this Agreement and the Certificate of Formation and necessary filings under the Act are made.

1.3. Registered Office and Registered Agent. The Company’s registered office within the State of Delaware and its registered agent at such address shall be as determined from time to time by the Member.

1.4. Principal Place of Business. The principal place of business of the Company shall be at such place or places as the Member may from time to time deem necessary or advisable.

1.5. Purposes and Powers. The purpose of the Company shall be to engage in any lawful business for which limited liability companies may be organized under the Act. The Company shall have any and all powers that are necessary or desirable to carry out the purposes and business of the Company, to the extent the same may be legally exercised by limited liability companies under the Act.

1.6. Term. The Company shall continue in existence until the Company is dissolved and its affairs wound up in accordance with the provisions of this Agreement or the Act.

1.7. Nature of Member’s Interest. The interests of the Member in the Company shall be personal property for all purposes. Legal title to all Company assets shall be held in the name of the Company. Neither the Member nor any successor, representative, or assign of the Member shall have any right, title, or interest in or to any Company property.

1.8. Status of the Company. Solely for federal and state income tax purposes and pursuant to Treasury Regulations Section 301.7701-3, the Member and the Company intend the Company to be disregarded as an entity that is separate from the Member. For all other purposes (including, without limitation, limited liability protection for the Member from Company liabilities), however, the Member and the Company intend the Company to be respected as a separate legal entity that is separate and apart from the Member. The Company shall be specifically identified as “Quintiles BioSciences Holdings, LLC” in all writings, including stationery, invoices, business cards and checks. The Company’s property and financial accounts shall be completely separate from and not commingled with the property or accounts of the Member.

ARTICLE II

DEFINITIONS

The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Additional Member” means any Person admitted to membership in the Company in addition to the Member.

“Agreement” means this Limited Liability Company Agreement, as it may be amended from time to time.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State, as amended or restated from time to time.

“Distribution” means any money or other property distributed to the Member with respect to the Member’s Membership Interest, but shall not include any payment to the Member for materials or services rendered or any reimbursement to the Member for expenses incurred by the Member in accordance with this Agreement.

“Member” means Quintiles, Inc., a North Carolina corporation, or any other Person who succeeds to its entire Membership Interest in the Company in accordance with this Agreement or the Act.

“Membership Interest” means all of the Member’s rights in the Company, including without limitation, the Member’s right to receive Distributions, any right to vote, and any right to participate in the management of the Company as provided in the Act and this Agreement.

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“Person” means an individual, a trust, an estate, a domestic corporation, a foreign corporation, a professional corporation, a partnership, a limited partnership, a limited liability company, a foreign limited liability company, an unincorporated association, or another entity.

“Secretary of State” means the Secretary of State of Delaware.

“Transfer” means (i) as a verb, to sell, assign, transfer, or otherwise dispose of property, including without limitation an interest in the Company, and (ii) as a noun, the act of taking any of the actions described in clause (i).

“Treasury Regulations” means the Income Tax Regulations and Temporary Regulations promulgated under the Internal Revenue Code of 1986, as amended, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE III

MANAGEMENT OF THE COMPANY BY MEMBER

The Member shall be solely responsible for the management of the Company and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on the Company’s behalf, and to sign for the Company or on its behalf or otherwise to bind the Company; provided that, pursuant to Article IV of this Agreement, the Member may delegate responsibility for the day-to-day management of the Company to one or more officers appointed or retained by the Member.

ARTICLE IV

OFFICERS

4.1. Selection; Initial Officers. The officers of the Company, if any, shall be chosen by the Member. There may be a President, a Secretary, a Treasurer, one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers, as the Member may determine. Any number of offices may be held by the same person. The officers of the Company as of the date hereof are listed on Exhibit A hereto.

4.2. Additional Officers. The Member may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member.

4.3. Terms of Office. Each officer of the Company shall hold office until his or her successor is chosen and qualified, or until his or her earlier resignation or removal. Any officer may be removed at any time by the Member.

4.4. Compensation of Officers. The Member shall have power to fix the compensation of all officers of the Company. It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to fix the compensation of such subordinate officers.

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4.5. President. Unless the Member otherwise determines, if the Member appoints a President, the President shall be the chief executive officer and head of the Company. Under the supervision of the Member, the President shall have the general control and management of the Company’s business and affairs, subject, however, to the right of the Member to confer any specific power upon any other officer or officers of the Company. The President shall perform and do all acts and things incident to the position of president of a corporation formed under the General Corporation Law of the State of Delaware and shall have such other duties as may be assigned to him or her from time to time by the Member.

4.6. Vice-Presidents. The Vice-Presidents shall perform such of the duties of the President on behalf of the Company as may be respectively assigned to them from time to time by the Member or by the President. The Member may designate one of the Vice-Presidents as the Executive Vice-President, and in the absence of the President or the inability of the President to act, such Executive Vice-President shall have and possess all of the powers and discharge all of the duties of the President, subject to the control of the Member.

4.7. Treasurer. If the Member appoints a Treasurer, the Treasurer shall have the care and custody of all the funds and securities of the Company which may come into his or her hands as Treasurer, and the power and authority to endorse checks, drafts and other instruments for the payment of money for deposit or collection when necessary or proper and to deposit the same to the credit of the Company in such bank or banks or depository as the Member, or the officers or agents to whom the Member may delegate such authority, may designate, and he or she may endorse all commercial documents requiring endorsements for or on behalf of the Company. He or she may sign all receipts and vouchers for the payments made to the Company. He or she shall render an account of his or her transactions to the Member as often as the Member shall require the same. He or she shall enter regularly in the books to be kept by him or her for that purpose full and adequate account of all moneys received and paid by him or her on account of the Company. He or she shall perform all acts incident to the position of treasurer of a corporation formed under the General Corporation Law of the State of Delaware, subject to the control of the Member. If requested by the Member, he or she shall give a bond to the Company conditioned for the faithful performance of his or her or her duties, the expense of which bond shall be borne by the Company.

4.8. Secretary. If the Member appoints a Secretary, the Secretary shall record actions of the Company approved by the Member, and shall attend to the giving and serving of all notices of the Company. The Secretary shall have charge of such books and papers of the Company as the Member may direct. He or she shall, in general, perform all the duties of secretary of a corporation formed under the General Corporation Law of the State of Delaware, subject to the control of the Member.

4.9. Assistant Secretary. The Member may appoint one or more Assistant Secretaries of the Company. Any Assistant Secretary upon his or her appointment shall perform such duties of the Secretary, and also any and all such other duties, as the Member, the President or the Secretary may designate.

4.10. Assistant Treasurer. The Member may appoint one or more Assistant Treasurers of the Company. Any Assistant Treasurer upon his or her appointment shall perform such of the duties of the Treasurer, and also any and all such other duties, as the Member, the President or the Treasurer may designate.

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4.11. Subordinate Officers. The Member may select such subordinate officers as it may deem desirable. Each such officer shall hold office for such period, have such authority and perform such duties as the Member may prescribe. The Member may, from time to time, authorize any officer to appoint and remove subordinate officers and to prescribe the powers and duties thereof.

ARTICLE V

INDEMNIFICATION

5.1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of being or having been an officer of the Company or serving or having served at the request of the Company as a manager, director, trustee, officer, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such proceeding is alleged action or failure to act in an official capacity as a manager, director, trustee, officer, employee or agent or in any other capacity while serving as a manager, director, trustee, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware Limited Liability Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior thereto) (as used in this Article V, the “Delaware Law”), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974 and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a manager, director, trustee, officer, employee or agent and shall inure to the benefit of the Indemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 5.2 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Member. The right to indemnification conferred in this Article V shall be a contract right and shall include the right to be paid by the Company the expenses (including attorneys’ fees) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Delaware Law so requires, an Advancement of Expenses shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Article V or otherwise.

5.2. Right of Indemnitee to Bring Suit. If a claim under Section 5.1 hereof is not paid in full by the Company within sixty days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period

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shall be twenty days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses), it shall be a defense that, and (ii) any suit by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication if, the Indemnitee has not met the applicable standard of conduct set forth in the Delaware Law. Neither the failure of the Company (including the Member or its independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware Law, nor an actual determination by the Company (including the Member or its independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article V or otherwise shall be on the Company.

5.3. Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Company’s Certificate of Formation, this Agreement or otherwise.

5.4. Insurance. The Company may maintain insurance, at its expense, to protect itself and any manager, director, officer, employee or agent of the Company or of another limited liability company or of a corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Article V or under the Delaware Law.

5.5. Indemnification of Employees and Agents of the Company. The Company may, to the extent authorized from time to time by the Member, grant rights to indemnification, and to the Advancement of Expenses, to any employee or agent of the Company to the fullest extent of the provisions of this Article V with respect to the indemnification and Advancement of Expenses of officers of the Company.

ARTICLE VI

LIMITATION ON LIABILITY

The Member shall not be required to make any contribution of cash or other property to the capital of the Company, nor shall the Member in its capacity as such be bound by, or personally liable for, any expense, liability, or obligation of the Company except to the extent of its interest in the Company and the obligation to return Distributions made to it under certain circumstances as

6

required by the Act. The Company shall indemnify the Member to the fullest extent permitted or required by the Act, as amended from time to time, and the Company may advance expenses incurred by the Member, provided the Member shall reimburse the Company for such advance in the event it is ultimately determined that the Member is not entitled to be indemnified by the Company against such expenses.

ARTICLE VII

DISTRIBUTIONS

7.1. Interim Distributions. The Company may make Distributions to the Member at such times as the Member shall determine.

7.2. Distribution in Liquidation. Upon liquidation of the Company, liquidation proceeds shall be distributed in accordance with the provisions of Section 9.2.

7.3. Limitations upon Distributions. No Distribution shall be declared and paid if payment of such Distribution would cause the Company to violate any limitation on distributions provided in the Act.

ARTICLE VIII

TRANSFER OF INTERESTS AND ADMISSION OF MEMBERS

The Member may at any time Transfer all of its Membership Interest. The transferee of the Member’s entire Membership Interest shall become a member of the Company and the transferring Member shall cease to be a member of the Company upon consummation of the Transfer, provided that the transferring Member shall have the right to such information as may be necessary for the computation of the transferring Member’s federal and state income tax liability for the year of the Transfer. The Member may Transfer less than all of its Membership Interest and the Company may admit any Person as an Additional Member if such admission is approved by the Member, in which case this Agreement shall be amended to reflect the change in the Company’s income tax classification that would result from such Transfer or admission.

ARTICLE IX

DISSOLUTION AND LIQUIDATION OF THE COMPANY

9.1. Dissolution Events. The Company will be dissolved upon the happening of either of the following events:

(a) The Member elects to dissolve the Company; or

(b) The entry of a decree of judicial dissolution under the Act.

9.2. Liquidation. Upon the happening of any of the events specified in Section 9.1, the Member, or any liquidating trustee elected by the Member, will commence as promptly as practicable to wind up the Company’s affairs unless the Member or the liquidating trustee (either, the “Liquidator”) determines that an immediate liquidation of Company assets would cause undue

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loss to the Company, in which event the liquidation may be deferred for a time determined by the Liquidator to be appropriate. Assets of the Company may be liquidated or distributed in kind, as the Liquidator determines to be appropriate. The proceeds from liquidation of the Company, including repayment of any debts of the Member to the Company, and any Company assets that are not sold in connection with the liquidation will be applied in the following order of priority:

(a) To payment of the debts and satisfaction of the other obligations of the Company, including without limitation debts and obligations to the Member;

(b) To the establishment of any reserves deemed appropriate by the Liquidator for any liabilities or obligations of the Company, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the Liquidator deems appropriate, will be distributed in the manner provided in Section 9.2(c); and thereafter

(c) To the Member.

9.3. Certificate of Cancellation. Upon the dissolution and the completion of the winding up of the Company, the Member shall cause a Certificate of Cancellation to be executed on behalf of the Company and filed with the Secretary of State, and the Member shall execute, acknowledge, and file any and all other instruments necessary or appropriate to reflect the dissolution and winding up of the Company.

ARTICLE X

MISCELLANEOUS

10.1. Records. The records of the Company will be maintained at the Company’s principal place of business, or at such other place selected by the Member, provided that the Company keep at its principal place of business the records required by the Act to be maintained there.

10.2. Amendments. This Agreement may be amended only by a writing signed by the Member.

10.3. Survival of Rights. This Agreement shall inure to the benefit of the successors and assigns of the Member.

10.4. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws provisions thereof.

10.5. Severability. If any provision, sentence, phrase, or word of this Agreement or the application thereof to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provision, sentence, phrase, or word to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

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10.6. Creditors Not Benefited. Nothing in this Agreement is intended to benefit any creditor of the Company or of the Member. No creditor of the Company or of the Member will be entitled to require the Company or the Member to solicit or accept any loan or additional capital contribution for the Company or to require the Company enforce any right which the Company may have against the Member, whether arising under this Agreement or otherwise.

10.7. No Certificate. The Membership Interest shall not be represented by a certificate.

10.8 No Third-Party Beneficiaries. Except for the provisions of Article V, none of the provisions of this Agreement are intended to provide any rights or remedies to any Person other than the parties to this Agreement and their respective successors and assigns.

[signature page follows]

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[Signature Page to Limited Liability Company Agreement of Quintiles BioSciences Holdings, LLC)

IN WITNESS WHEREOF, the undersigned, being the sole member of the Company, has caused this Agreement to be executed effective as of the date and time first set forth above.

THE MEMBER:
QUINTILES, INC.,
By:	/s/ James H. Erlinger
	Name: James H. Erlinger III
	Title:  Vice President

Exhibit A

Officers

Andrews, R. David	Vice President and Treasurer
Connors, Gregory J.	President
Erlinger, James H. III	Secretary
Rose, Kim L.	Assistant Secretary

EX-3.19

Exhibit 3.19

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is Novella Clinical LLC.

Second: The address of its registered office in the State of Delaware is  1209 Orange Street  in the City of Wilmington , Zip Code  19801 .

The name of its Registered Agent at such address is   The Corporation Trust Company  .

Third: This Certificate of Formation shall be effective on  January 1, 2015  .

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 23 day of December, 2014.

By:	/s/ James H. Erlinger III
	Authorized Person
Name:	James H. Erlinger III
	Print or Type

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1. Name of Limited Liability Company: Novella Clinical LLC                           

                                                     

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

Article 1 is being amended to read, the Name of Limited Liability Company is IQVIA Biotech LLC

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the  9th    day of  January    , A.D. 2019 .

By:	/s/ Eric Sherbet
	Authorized Person(s)
Name:	Eric Sherbet
	Print or Type

EX-3.20

Exhibit 3.20

Now known as IQVIA Biotech LLC

NOVELLA CLINICAL LLC

Limited Liability Company Agreement

THIS LIMITED LIABILITY COMPANY AGREEMENT of NOVELLA CLINICAL LLC, a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Company”), is executed effective as of January 1, 2015, by its sole member, Quintiles, Inc., a North Carolina corporation.

ARTICLE I

FORMATION OF THE COMPANY

1.1. Formation. The Company was formed on January 1, 2015, upon the filing with the Secretary of State of the Certificate of Formation of the Company. The Company was formed upon the conversion of Novella Clinical Inc., a Delaware corporation.

1.2. Name. The name of the Company is Novella Clinical LLC. The Member may change the name of the Company from time to time, provided appropriate amendments to this Agreement and the Certificate of Formation and necessary filings under the Act are first obtained.

1.3. Registered Office and Registered Agent. The Company’s registered office within the State of Delaware and its registered agent at such address shall be as determined from time to time by the Member.

1.4. Principal Place of Business. The principal place of business of the Company shall be at such place or places as the Member may from time to time deem necessary or advisable.

1.5. Purposes and Powers. The purpose of the Company shall be to engage in any lawful business for which limited liability companies may be organized under the Act. The Company shall have any and all powers that are necessary or desirable to carry out the purposes and business of the Company, to the extent the same may be legally exercised by limited liability companies under the Act.

1.6. Term. The Company shall continue in existence until the Company is dissolved and its affairs wound up in accordance with the provisions of this Agreement or the Act.

1.7. Nature of Member’s Interest. The interests of the Member in the Company shall be personal property for all purposes. Legal title to all Company assets shall be held in the name of the Company. Neither the Member nor any successor, representative, or assign of the Member shall have any right, title, or interest in or to any Company property.

1.8. Status of the Company. Solely for federal and state income tax purposes and pursuant to Treasury Regulations Section 301.7701-3, the Member and the Company intend the Company to be disregarded as an entity that is separate from the Member. For all other purposes

(including, without limitation, limited liability protection for the Member from Company liabilities), however, the Member and the Company intend the Company to be respected as a separate legal entity that is separate and apart from the Member. The Company shall be specifically identified as “Novella Clinical LLC” in all writings, including stationery, invoices, business cards and checks. The Company’s property and financial accounts shall be completely separate from and not commingled with the property or accounts of the Member.

ARTICLE II

DEFINITIONS

The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Additional Member” means any Person admitted to membership in the Company in addition to the Member.

“Agreement” means this Limited Liability Company Agreement, as it may be amended from time to time.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State, as amended or restated from time to time.

“Distribution” means any money or other property distributed to the Member with respect to the Member’s Membership Interest, but shall not include any payment to the Member for materials or services rendered or any reimbursement to the Member for expenses incurred by the Member in accordance with this Agreement.

“Member” means Quintiles, Inc., a North Carolina corporation, or any other Person who succeeds to its entire Membership Interest in the Company in accordance with this Agreement or the Act.

“Membership Interest” means all of the Member’s rights in the Company, including without limitation, the Member’s right to receive Distributions, any right to vote, and any right to participate in the management of the Company as provided in the Act and this Agreement.

“Person” means an individual, a trust, an estate, a domestic corporation, a foreign corporation, a professional corporation, a partnership, a limited partnership, a limited liability company, a foreign limited liability company, an unincorporated association, or another entity.

“Secretary of State” means the Secretary of State of Delaware.

“Transfer” means (i) as a verb, to sell, assign, transfer, or otherwise dispose of property, including without limitation an interest in the Company, and (ii) as a noun, the act of taking any of the actions described in clause (i).

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“Treasury Regulations” means the Income Tax Regulations and Temporary Regulations promulgated under the Internal Revenue Code of 1986, as amended, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE III

MANAGEMENT OF THE COMPANY BY MEMBER

The Member shall be solely responsible for the management of the Company and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on the Company’s behalf, and to sign for the Company or on its behalf or otherwise to bind the Company; provided that, pursuant to Article IV of this Agreement, the Member may delegate responsibility for the day-to-day management of the Company to one or more officers retained by the Member.

ARTICLE IV

OFFICERS

4.1. Officers; Election. The Member may appoint a President, a Chief Executive Officer, a Chief Financial Officer, a Treasurer, one or more Vice Presidents, one or more Assistant Vice Presidents, a Secretary, and one or more Assistant Secretaries and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person. The Member may also empower the President of the Company to appoint such other officers as the business of the Company may require. The officers of the Company designated by the Member as of the date hereof are listed on Exhibit A hereto.

4.2. Term of Office; Resignation; Removal; Vacancies. Except as otherwise provided in the resolution of the Member electing any officer, each officer shall serve at the pleasure of the Member or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Member or to the President of the Company. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective. The Member may remove any officer with or without cause at any time. Any officer who has been appointed by the President pursuant to Section 4.1 above may be removed with or without cause by the President or any other officer upon whom such power of removal may be conferred by the Member. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Company, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Company by death, resignation, removal or otherwise may be filled by the Member.

4.3. President. If the Member has appointed a President, the general management and executive authority of the Company and the responsibility for carrying out the policies adopted by the Member shall be vested in the President of the Company who shall have general charge and supervision of the business of the Company. He or she shall have power to sign all stock certificates, contracts and other instruments of the Company which are authorized and shall have general supervision and direction of all of the other officers, employees, and agents of the Company.

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4.4. Vice Presidents. The Vice President or Vice Presidents, if any, at the request of the President or in the absence or disability of the President, shall perform the duties of the President, and when so acting shall have the powers of the President. If there be more than one Vice President, the Member may determine which one or more of the Vice Presidents shall perform any of such duties; or if such determination is not made by the Member, the President may make such determination; otherwise any of the Vice Presidents may perform any of such duties. The Vice President or Vice Presidents shall have such other powers and perform such other duties as may be assigned to such Vice President or Vice Presidents by the Member or the President.

4.5. Secretary. If the Member has appointed a Secretary, the Secretary shall have the duty to record actions of the Company approved by the Member, shall be custodian of the records of the Company, and shall pe1form all duties incident to the office of secretary of a corporation and such other duties may be assigned to him or her by the Member or the President.

4.6. Chief Financial Officer. The Chief Financial Officer, if there be such an officer, shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Company and shall deposit or cause to be deposited, in the name of the Company, all moneys or other valuable effects in such banks, trust companies or other depositories as shall be selected from time to time by or under authority of the Member. If required by the Member, the Chief Financial Officer shall give a bond for the faithful discharge of his or her duties, with such surety or sureties as the Member may determine. The Chief Financial Officer shall keep or cause to be kept full and accurate records of all receipts and disbursements in books of the Company and shall render to the Member, whenever requested, an account of the financial condition of the Company. In general, the Chief Financial Officer shall perform all the duties incident to the office of treasurer of a corporation and such other duties as may be assigned to him or her by the Member or the President.

4.7. Other Officers. The other officers, if any, of the Company shall have such powers and duties in the management of the Company as shall be stated in a resolution adopted by the Member and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Member. The Member may require any officer, agent or employee to give security for the faithful performance of his duties.

4.8. Compensation. The compensation of the officers shall be fixed from time to time by the Member.

ARTICLE V

INDEMNIFICATION

5.1. Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an “Indemnitee”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that the Indemnitee, or a person for whom the Indemnitee is the legal representative, is or was after the date of this Agreement, an officer of the Company or, while an officer of the Company, is or was after the date of this Agreement serving at the request of the Company as a manager, director, officer, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, enterprise or nonprofit

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entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnitee. Notwithstanding the preceding sentence, except as otherwise provided in Section 5.3, the Company shall be required to indemnify an Indemnitee in connection with a Proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such Proceeding (or part thereof) by the Indemnitee was authorized by the Member.

5.2. Prepayment of Expenses. The Company may, in its discretion, pay the expenses (including attorneys’ fees) incurred by an Indemnitee in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnitee to repay all amounts advanced if it should ultimately be determined that the Indemnitee is not entitled to be indemnified under this Article V or otherwise.

5.3. Claims. If a claim for indemnification or payment of expenses under this Article V is not paid in full within sixty (60) days after a written claim therefor by the Indemnitee has been received by the Company, the Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Company shall have the burden of proving that the Indemnitee is not entitled to the requested indemnification or payment of expenses under applicable law.

5.4. Nonexclusivity of Rights. The rights conferred on any Indemnitee by this Article V shall not be exclusive of any other rights which such Indemnitee may have or hereafter acquire under any statute, any provision of the Certificate of Formation or this Agreement, or otherwise.

5.5. Other Sources. The Company’s obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at its request as a manager, director, officer, employee or agent of another limited liability company or a corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such limited liability company, corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise.

5.6. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article V shall not adversely affect any right or protection hereunder of any Indemnitee in respect of any act or omission occurring prior to the time of such repeal or modification.

5.7. Other Indemnification and Prepayment of Expenses. This Article V shall not limit the right of the Company, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Indemnitees when and as authorized by appropriate corporate action.

5.8. Insurance. The Company may purchase and maintain insurance on behalf of any Indemnitee against any liability asserted against such Indemnitee and incurred by such Indemnitee in any such capacity, or arising out of the Indemnitee’s status as such, whether or not the Company would have the power or the obligation to indemnify such Indemnitee against such liability under the provisions of this Article V.

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ARTICLE VI

LIMITATION ON LIABILITY

The Member shall not be required to make any contribution of cash or other property to the capital of the Company, nor shall the Member in its capacity as such be bound by, or personally liable for, any expense, liability, or obligation of the Company except to the extent of its interest in the Company and the obligation to return Distributions made to it under certain circumstances as required by the Act. The Company shall indemnify the Member to the fullest extent permitted or required by the Act, as amended from time to time, and the Company may advance expenses incurred by the Member, provided the Member shall reimburse the Company for such advance in the event it is ultimately determined that the Member is not entitled to be indemnified by the Company against such expenses.

ARTICLE VII

DISTRIBUTIONS

7.1. Interim Distributions. The Company may make Distributions to the Member at such times as the Member shall determine.

7.2. Distribution in Liquidation. Upon liquidation of the Company, liquidation proceeds shall be distributed in accordance with the provisions of Section 9.2.

7.3. Limitations upon Distributions. No Distribution shall be declared and paid if payment of such Distribution would cause the Company to violate any limitation on distributions provided in the Act.

ARTICLE VIII

TRANSFER OF INTERESTS AND ADMISSION OF MEMBERS

The Member may at any time Transfer all of its Membership Interest. The transferee of the Member’s entire Membership Interest shall become a member of the Company and the transferring Member shall cease to be a member of the Company upon consummation of the Transfer, provided that the transferring Member shall have the right to such information as may be necessary for the computation of the transferring Member’s federal and state income tax liability for the year of the Transfer. The Member may Transfer less than all of its Membership Interest and the Company may admit any Person as an Additional Member if such admission is approved by the Member, in which case this Agreement shall be amended to reflect the change in the Company’s income tax classification that would result from such Transfer or admission.

ARTICLE IX

DISSOLUTION AND LIQUIDATION OF THE COMPANY

9.1. Dissolution Events. The Company will be dissolved upon the happening of either of the following events:

(a) The Member elects to dissolve the Company; or

(b) The entry of a decree of judicial dissolution under the Act.

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9.2. Liquidation. Upon the happening of any of the events specified in Section 9.1, the Member, or any liquidating trustee elected by the Member, will commence as promptly as practicable to wind up the Company’s affairs unless the Member or the liquidating trustee (either, the “Liquidator”) determines that an immediate liquidation of Company assets would cause undue loss to the Company, in which event the liquidation may be deferred for a time determined by the Liquidator to be appropriate. Assets of the Company may be liquidated or distributed in kind, as the Liquidator determines to be appropriate. The proceeds from liquidation of the Company, including repayment of any debts of the Member to the Company, and any Company assets that are not sold in connection with the liquidation will be applied in the following order of priority:

(a) To payment of the debts and satisfaction of the other obligations of the Company, including without limitation debts and obligations to the Member;

(b) To the establishment of any reserves deemed appropriate by the Liquidator for any liabilities or obligations of the Company, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the Liquidator deems appropriate, will be distributed in the manner provided in Section 9.2(c); and thereafter

(c) To the Member.

9.3. Certificate of Cancellation. Upon the dissolution and the completion of the winding up of the Company, the Member shall cause a Certificate of Cancellation to be executed on behalf of the Company and filed with the Secretary of State, and the Member shall execute, acknowledge, and file any and all other instruments necessary or appropriate to reflect the dissolution and winding up of the Company.

ARTICLE X

MISCELLANEOUS

10.1. Records. The records of the Company will be maintained at the Company’s principal place of business, or at such other place selected by the Member, provided that the Company keep at its principal place of business the records required by the Act to be maintained there.

10.2. Amendments. This Agreement may be amended only by a writing signed by the Member.

10.3. Survival of Rights. This Agreement shall inure to the benefit of the successors and assigns of the Member.

10.4. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws provisions thereof.

10.5. Severability. If any provision, sentence, phrase, or word of this Agreement or the application thereof to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provision, sentence, phrase, or word to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

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10.6. Creditors Not Benefited. Nothing in this Agreement is intended to benefit any creditor of the Company or of the Member. No creditor of the Company or of the Member will be entitled to require the Company or the Member to solicit or accept any loan or additional capital contribution for the Company or to require the Company enforce any right which the Company may have against the Member, whether arising under this Agreement or otherwise.

10.7. No Certificate. The Membership Interest shall not be represented by a certificate.

[signature page follows]

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[signature page to Limited Liability Company Agreement of Novella Clinical LLC]

IN WITNESS WHEREOF, the undersigned, being the sole member of the Company, has caused this Agreement to be executed as of the date first set forth above.

THE MEMBER:
QUINTILES, INC.,
a North Carolina corporation
By:	/s/ James H. Erlinger III
Name:	James H. Erlinger III
Title:	Vice President

Exhibit A

Officers

Andrews, R. David	Vice President
Dyer, Nick	Vice President, Business Development
Erlinger, James H. ID	Secretary
Estrada, Santiago M.	Assistant Secretary
King, Rob	Vice President, Clinical Operations
Lambert, Charles	Vice President, Finance
Rose, Kim L.	Assistant Secretary
Santoro, Frank M.D.	Chief Medical Officer
Stafford, Paula Brown	President
Stallings, Rob	Executive Vice President, Resourcing
Staub, W. Richard III	Senior Vice President

AMENDMENT NO. 1 TO THE

LIMITED LIABILITY COMPANY AGREEMENT

OF

NOVELLA CLINICAL LLC

This AMENDMENT NO. 1 (this “Amendment”) is made as of November 2, 2017, to that certain Limited Liability Company Agreement (the “LLC Agreement”) of Novella Clinical LLC (the “Company”), dated as of January 1, 2015, by Quintiles, Inc., as the sole member of the Company (the “Member”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the LLC Agreement.

WHEREAS, pursuant to Section 10.2 of the LLC Agreement, the LLC Agreement may be amended only by a writing signed by the Member; and

WHEREAS, the Member wishes to amend the LLC Agreement as specified herein; NOW THEREFORE, the LLC Agreement is hereby amended as follows:

1. Amendments. Section 10.7 of the LLC Agreement is hereby amended and restated as follows:

Certificate for Membership Interest. The Membership Interest shall be represented by a certificate and shall be deemed to be a security governed by Article 8 of the Uniform Commercial Code of the State of Delaware.

2. Effect of Amendment. Except as expressly amended by this Amendment, the LLC Agreement shall remain in full force and effect as the same was in effect immediately prior to the effectiveness of this Amendment. All references in the LLC Agreement to “this Agreement,” “hereof” or any similar term shall be deemed to refer to the LLC Agreement, as amended by this Amendment.

* * * * * * *

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amendment as of the date first written above.

QUINTILES, INC.
By:	/s/ James Erlinger
Name:	James Erlinger
Title:	Secretary

EX-3.21

Exhibit 3.21

CERTIFICATE OF INCORPORATION

of

IMS CHINAMETRIK INCORPORATED

* * * * * * * * *

First: The name of the corporation is:

IMS ChinaMetrik Incorporated

Second: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

Third: The nature of the business or purpose to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Fourth: The total number of shares of capital stock which the corporation shall have authority to issue is one hundred (1000) shares of Common Stock; each such share shall have a $0.01 par value.

Fifth: The name and mailing address of the incorporator is as follows:

Name:	Mailing Address
Dina F. Diagonale	c/o Cognizant Corporation 200 Nyala Farms Westport, Connecticut 06880

Sixth: The corporation shall have perpetual existence.

Seventh: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the By-Laws of the corporation.

Eighth: Elections of directors need not be by written ballot unless the By- Laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the By-Laws of the corporation.

Ninth: Directors of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Tenth: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 19th day of March, 1998.

/s/ Dina F. Diagonale

Dina F. Diagonale, Incorporator

2

CERTIFICATE OF MERGER

OF

CHINAMETRIK, INC.

A NEW YORK CORPORATION INTO

IMS CHINAMETRIK INCORPORATED

A DELAWARE CORPORATION

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

ChinaMetrik, Inc., a New York corporation

IMS ChlnaMetrik Incorporated, a Delaware corporation

SECOND: That an agreement of merger between the parties to the merger has been approved, adopted, certified. executed and acknowledged by ChinaMetrik, Inc. and IMS ChinaMetrik Incorporated in accordance with the provisions of subsection (c) of Section 252 of the General Corporation Law of the State of Delaware.

THIRD: That the name of the surviving corporation IMS ChinaMetrik Incorporated.

FOURTH: That the Certificate of Incorporation of IMS ChinaMetrik Incorporated shall be the certificate of incorporation of the surviving corporation.

FIFTH: The surviving corporation is a corporation of the State of Delaware.

SIXTH: The executed agreement of merger is on file at the principal place of business of IMS ChinaMetrik Incorporated at 200 Nyala Farms, Westport, CT 06880.

SEVENTH: A copy of the agreement of merger will be furnished by IMS ChinaMetrik Incorporated on request and without cost, to any stockholder of ChinaMetrik, Inc. or IMS ChinaMetrik Incorporated.

EIGHTH: The authorized capital stock of ChinaMetrik, Inc. is 200 shares of Common Stock, no par value.

IN WITNESS WHEREOF, IMS ChinaMetrik Incorporated has caused this certificate to be signed by Jared T. Finkelstein, its authorized officer, on this 31st day of March, 1998.

3

IMS ChinaMetrik Incorporated
By:	/s/ Jared T. Finkelstein
Name:	Jared T. Finkelstein
Title:	Vice President

4

STATE OF DELAWARE

CERTIFICATE OF CORRECTION

FOR THE

CERTIFICATE OF INCORPORATION

OF

IMS CHINAMETRIK INCORPORATED

IMS CHINAMETRIK INCORPORATED, a Corporation organized and existing under and by the virtue of the General Corporation Law of the State of Delaware does hereby certify:

1. The name of the Corporation is IMS ChinaMetrik Incorporated.

2. That a Certificate of Incorporation was filed on March 19, 1998 and that said Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.

3. The inaccuracy or defect of said Certificate is that the amount of authorized stock written out does not match the number in the parentheses.

4. Article 4 of the Certificate should be amended to read as follows:

The total number of shares of capital stock which the corporation shall have authority to issue is one thousand (1000) shares of Common Stock; each such share shall have a $0.01 par value.

IN WITNESS WHEREOF, said Corporation has caused this Certificate of Correction this 26th day of February, 2010.

By:	/s/ Robin Y. Nance
Title:	Secretary

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IMS CHINAMETRIK INCORPORATED

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

IMS Chinametrik Incorporated (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. That the Board of Directors of the Corporation, by the written consent of its members, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

RESOLVED, Section 1 of the Certificate of Incorporation shall be deleted in its entirety and the following new Section 1 shall be inserted in lieu thereof:

“The name of the corporation is IQVIA Chinametrik Inc.” (hereinafter referred to as the “Corporation”).

2. That said amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

3. This Certificate of Amendment to Certificate of Incorporation shall be effective upon filing.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 6th day of November, 2017.

IMS Chinametrik Incorporated
By:	/s/ James H. Erlinger
Name:	James H. Erlinger III
Title:	President

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EX-3.22

Exhibit 3.22

Now known as IQVIA Chinametrik Inc.

AMENDED AND RESTATED BY-LAWS

OF

IMS CHINAMETRIK INCORPORATED

ARTICLE I

SHAREOWNERS

Section 1. The annual meeting of the shareowners of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on the third Wednesday in April of each year, if not a legal holiday, and if a legal holiday, then on the next business day following, within or without the State of Delaware, or at such time and place as may be designated from time to time by the Board of Directors.

Section 2. Special meetings of the shareowners may be held upon call of the Board of Directors or the President (and shall be called by the President at the request in writing of shareowners owning a majority of the outstanding shares of the corporation entitled to vote at the meeting) at such time and at such place within or without the State of Delaware as may be fixed by the Board of Directors or the President or by the shareowners owning a majority of the outstanding shares of the corporation so entitled to vote, as the case may be, and as may be stated in the notice setting forth such call.

Section 3. Except as otherwise provided by law, notice of the time, place and purpose or purposes of every meeting of shareowners shall be (i) delivered personally, (ii) mailed, or (iii) sent via a private delivery service that guarantees one or two-day delivery and obtains a written receipt of delivery, in each case not earlier than sixty, nor less than ten, days previous thereto to each shareowner of record entitled to vote at the meeting, at the address of such shareowner as it appears on the records of the corporation. Notice of any meeting of shareowners need not be given to any shareowner who shall waive notice thereof, before or after such meeting, in writing, or to any shareowner who shall attend such meeting, except when the shareowner attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 4. The holders of record of a majority of the issued and outstanding shares of the corporation which are entitled to vote at the meeting shall, except as otherwise provided by law, constitute a quorum at all meetings of the shareowners. If there be no such quorum present in person or by proxy, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time.

Section 5. Meetings of the shareowners shall be presided over by the President or, if he is not present, by a Vice President or, if no such officer is present, by a chairman to be chosen at the meeting. The Secretary of the corporation or, in his or her absence, an Assistant Secretary shall act as secretary of the meeting or, if neither the Secretary nor an Assistant Secretary is present, the chairman shall appoint a secretary for purposes of the meeting.

Section 6. At all elections of directors a majority of the votes cast shall elect. Except as otherwise provided by law, all other questions presented to shareowners shall also be determined by a majority of the votes cast on such questions.

Section 7. In order that the corporation may determine the shareowners entitled to notice of or to vote at any meeting of shareowners or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If for any reason the Board of Directors shall not have fixed a record date for any such purpose, the record date for such purpose shall be determined as provided by law. Only those shareowners of record on the date so fixed or determined shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the corporation after any such record date so fixed or determined.

Section 8. Any action required by the General Corporation Law to be taken at any annual or special meeting of shareowners, or any action which may be taken at any annual or special meeting of shareowners, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareowners who have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation shall consist of one or more directors, the number of directors to be fixed from time to time by resolution of the Board of Directors. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier resignation, death or removal. One-third of the total number of directors (if this is not a whole number, it shall be rounded upwards to the nearest whole number) shall constitute a quorum for the transaction of business. Directors need not be shareowners.

Section 2. Vacancies in the Board of Directors shall be filled by a majority of the remaining directors, though less than a quorum; and in case of an increase in the number of directors, the additional directors shall be elected by a majority of the directors in office at the time of increase, though less than a quorum; and the directors so chosen shall hold office until their successors shall be duly elected and qualified or until his or her earlier resignation, death or removal.

Section 3. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of call of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board and special

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meetings may be held at any time upon the call of the President, by oral, faxed or other written notice, and at any time immediately after such notice is served on, sent, faxed or mailed to each director not less than two days before the meeting. The notice of any meeting need not specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of shareowners at the same place at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in writing. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.

Section 4. The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation which, to the extent provided in said resolution or resolutions and except as prohibited by law, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. A majority of the members of a committee shall constitute a quorum for the transaction of its business. In the absence or disqualification of any member of any such committee or committees, but not in the case of a vacancy therein, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors, who is not an officer of the corporation or any of its subsidiaries, to act at the meeting for all purposes in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 5. A director of the corporation shall not, in the absence of fraud, be disqualified by virtue of his or her office from dealing or contracting with the corporation either as vendor, purchaser or otherwise, nor, in the absence of fraud, shall any transaction or contract of the corporation be void or voidable or affected by reason of the fact that any director or any firm of which any director is a member, or any corporation of which the director is an officer, director or shareowner, is in any way interested in such transaction or contract, provided that, at the meeting of the Board of Directors or of a committee thereof having authority to authorize or confirm said contract or transaction, the interest of such director, firm or corporation therein and the material facts with respect thereto are disclosed or known, and there shall be present a quorum of directors or of the directors constituting such committee not interested or connected, and such contract or transaction shall be approved by a majority of such quorum, which majority shall consist of directors not so interested or connected. Nor shall such contract or transaction be void or voidable or affected by reason of the fact that the vote of such director or directors, who have or may have an interest therein which is or might be adverse to the interests of the corporation, shall have been necessary to obligate the corporation upon such contract or transaction, nor shall any director or directors having such adverse interest be liable to the corporation or to any shareowner or creditor thereof, or to any other person, for any loss incurred by it, him or her under or by reason of any such contract or transaction nor shall any such director or directors be accountable for any gains or profits realized thereon; always provided, however, that such contract or transaction shall, at the time it was entered into, have been a reasonable one to have been entered into and shall have been upon terms that at the time were fair.

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Section 6. Any contract, transaction or act of the corporation or of the Board of Directors which shall be ratified by a majority vote of the shareowners of the corporation having voting power at any annual meeting or any special meeting called for such purpose and to whom the material facts with respect thereto are disclosed or known, shall be as valid and as binding as though ratified by every shareowner of the corporation, provided, however, that any failure of the shareowners to approve or ratify such contract, transaction or act, when and if submitted, shall not be deemed in any way to invalidate the same or to deprive the corporation, its directors or officers, of their right to proceed with such contract, transaction or action. Any director of the corporation may vote upon any contract or other transaction between the corporation and any subsidiary or affiliated corporation without regard to the fact that he is also a director of such subsidiary or affiliated corporation.

Section 7. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as prohibited by law.

ARTICLE III

OFFICERS

Section 1. The Board of Directors as soon as practicable after their annual election shall appoint a President and a Secretary. The Board of Directors may also from time to time appoint such other officers (including a Chairman who shall be a member of the Board of Directors, one or more Vice Presidents and/or Assistant Vice Presidents, a Treasurer, one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper. In addition, the President shall be entitled to appoint officers of the corporation (other than the Chairman, President, Secretary, or Treasurer) and to prescribe the respective terms of office, authorities and duties of any officers so appointed, provided that such appointment is made in writing and tiled in the minute book of the corporation. Any Vice President may be designated Executive, Senior, or Regional, or may be given any other designation or combination of designations.

Section 2. Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board then in office. In addition, in the case of an officer appointed by the President, such appointed officer may be removed from office at any time with or without cause by the President of the corporation.

Section 3. Each of the officers of the corporation shall have the powers and duties prescribed by (i) law, (ii) the By-Laws, and (iii) the Board of Directors and in the case of an officer appointed by the President, the President. Unless otherwise prescribed by the By-Laws or by the Board of Directors or, in the case of an officer appointed by the President, by the President, each officer shall also have such further powers and duties as ordinarily pertain to his or her office. The President shall be the Chief Executive Officer and, subject always to the rights and powers of the Board of Directors, shall have the general direction of the affairs of the corporation. Any officer, agent, or employee of the corporation may be required to give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors may from time to time prescribe.

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Section 4. The corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation. The corporation may indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Article III shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any by-law, agreement, vote of shareowners or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and/or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article III or otherwise.

ARTICLE IV

CERTIFICATES OF STOCK

Section 1. The interest of each shareowner of the corporation shall be evidenced by a certificate or certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The shares in the stock of the corporation shall be transferable on the books of the corporation by the holder thereof in person or by his or her attorney, upon surrender for cancellation of a certificate or certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the corporation or its agents may reasonably require.

Section 2. The certificates of stock shall be signed by such officer or officers as may be permitted by law to sign. Any or all of the signatures on the certificate may be a facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been issued by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the corporation.

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Section 3. No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of reasonable evidence of such loss, theft or destruction and upon delivery to the corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or the President in his, her or its discretion may require.

ARTICLE V

CORPORATE BOOKS

The books of the corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall begin and end on such dates as shall be established from time to time by a resolution of the Board of Directors.

ARTICLE VII

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation, the state and date of incorporation, and the words “Corporate Seal”. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced. Unless otherwise required by law, no document executed on behalf of the corporation shall be required to have the corporate seal affixed thereto and the absence of the corporate seal shall, unless otherwise prescribed by law, in no way affect the validity of any document otherwise properly executed by the corporation.

ARTICLE VIII

OFFICES

The corporation may have offices outside of the State of Delaware at such places as shall be determined from time to time by the Board of Directors.

ARTICLE IX

AMENDMENTS

Subject to any limitations that may be imposed by the shareowners, the Board of Directors may make By-Laws and from time to time may alter, amend or repeal any By-Laws, but any By-Laws made by the Board of Directors or the shareowners may be altered, amended or repealed by the shareowners at any annual meeting or at any special meeting duly called or by a written consent signed by all of the shareowners.

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EX-3.23

Exhibit 3.23

CERTIFICATE OF INCORPORATION

of

IMS HEALTH INVESTING I, INC.

* * * * * * * * *

First; The name of the corporation is:

IMS Health Investing I, Inc.

Second: The address of its registered office in the State of Delaware is Corporation Trust Center. 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

Third: The nature of the business or purpose to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Fourth: The total number of shares of capital stock which the corporation shall have authority to issue is one hundred (100) shares of Common Stock; each such share shall have a $0.01 par value.

Fifth: he name and mailing address of the incorporator is as follows:

Name	Mailing Address
Dina F. Diagonale	c/o Cognizant Corporation
	200 Nyala Farms
	Westport, Connecticut 06880

Sixth: The corporation shall have perpetual existence.

Seventh: in furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the By-Laws of the corporation.

Eighth: Elections of directors need not be by written ballot unless the By-Laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the By-Laws of the corporation.

Ninth: Directors of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Tenth: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the

State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this ninth day of April, 1998.

/s/ Dina F. Diagonale

Dina F. Diagonale, Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

IMS HEALTH INVESTING I, INC.

* * * *

IMS Health Investing I, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, Does Hereby Certify:

First: That the Board of Directors of said corporation, by unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED,	that Article I of the Certificate of Incorporation of the Corporation is amended in its entirety to read as follows:
	“1. The name of the corporation is: IMS Health Finance, Inc.”

Second: That in Lieu of a meeting and vote of shareholders, the sole shareholder has given unanimous written consent to said amendment in accordance with the provisions of § 226 of the General Corporation Law of the State of Delaware.

Third: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of § 228 and 242 of the General Corporation Law of the State of Delaware.

In Witness Whereof, said IMS Health Investing I, Inc. has caused this certificate to be signed by Robin Y. Nance, its Assistant Secretary, this 22nd day of October, 1999.

IMS Health Investing I, Inc.

/s/ Robin Y. Nance

Robin Y. Nance

Assistant Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

IMS HEALTH FINANCE, INC.

Under Section 242

of the Delaware General Corporation Law

IMS Health Finance, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

A. That the Board of Directors of the Corporation by the unanimous written consent of its members, adopted resolutions setting forth this amendment to the Certificate of Incorporation of said Corporation pursuant to Sections 141 and 242 of the General Corporation Law of the State of Delaware (the “DGCL”);

B. That the sole holder of all the outstanding capital stock of the Corporation has approved said amendment by written consent in accordance with Sections 228 and 242 of the DGCL.

C. That Article 4 of the Certificate of Incorporation of the Corporation is hereby amended and restated as follows:

“Fourth: The total number of shares of stock which the Corporation shall have authority to issue is 100 shares of common stock, par value $.01 per share, and 1,000 shares of preferred stock, par value, $.01 per share. The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article 4, to provide for the issuance of the shares of preferred stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.”

* * * * * * *

IN WITNESS WHEREOF, IMS Health Finance, Inc. has caused this Certificate to be signed by its authorized officer on this 3rd day of November, 1999.

IMS HEALTH FINANCE, INC.
By:	/s/ Matthew L. Friedman
	Name: Matthew L. Friedman
	Title: Vice President and Treasurer

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IMS HEALTH FINANCE, INC.

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

IMS Health Finance, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. That the Board of Directors of the Corporation, by the written consent of its members, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

Section 1 of the Certificate of Incorporation shall be deleted in its entirety and the following new Section 1 shall be inserted in lieu thereof:

“The name of the corporation is IQVIA Commercial Finance Inc.” (hereinafter referred to as the “Corporation”).

2. That said amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

3. This Certificate of Amendment to Certificate of Incorporation shall be effective upon filing.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 6^th day of November, 2017.

IMS Health Finance, Inc.
By:	/s/ James H. Erlinger III
Name:	James H. Erlinger III
Title:	President

CERTIFICATE OF DESIGNATIONS

OF CLASS A CUMULATIVE PREFERRED STOCK

BY RESOLUTION OF THE BOARD OF DIRECTORS OF

IMS HEALTH FINANCE, INC.

Pursuant to Section 151 of the General

Corporation Law of the State of Delaware

IMS Health Finance, Inc., a Delaware corporation (the “Corporation”), DOES HEREBY CERTIFY that, pursuant to authority vested in the Board of Directors by the Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors, acting by written consent pursuant to Section 141 of the DGCL, effective as of November 3, 1999, adopted the following resolution providing for the authorization of Class A Cumulative Preferred Stock:

RESOLVED that, pursuant to the authority granted to and vested in the Board of Directors of the Corporation in accordance with the Certificate of Incorporation, the Board of Directors hereby create a series of preferred stock, par value S.01 per share (“Class A Cumulative Preferred Stock”), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, preferences and limitations thereof as follows:

1. Designation and Amount. The shares of such series shall be designated as “Class A Cumulative Preferred Stock” and the number of shares constituting Class A Cumulative Preferred Stock shall be 1,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of Class A Cumulative Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Class A Cumulative Preferred Stock.

2. Cumulative Voting Power. Except as may be otherwise provided by these terms of Class A Cumulative Preferred Stock or by law, the holders of Class A Cumulative Preferred Stock shall not be entitled to vote on any matter,

3. Dividends. (a) The holders of Class A Cumulative Preferred Stock shall be entitled to receive out of funds legally available therefor, when, as and if declared by the Board of Directors, cash dividends at the annual rate of 8.3445% of the Liquidation Value (as defined in Section 11 hereof) for each share of Class A Cumulative

Preferred Stock outstanding (the “Accruing Dividends”). Accruing Dividends shall accrue, without interest, from day to day (whether or not the Corporation has earnings, there are funds legally available therefor or such dividends are declared) and shall be fully cumulative. Accruing Dividends, if declared, shall be payable annually on the last business day of each year (each of such dates being hereinafter referred to as a “Dividend Payment Date”) following the original date of issuance of Class A Cumulative Preferred Stock.

(b) So long as any shares of Class A Cumulative Preferred Stock remain outstanding, no dividend (whether in cash, securities or other property) shall be declared or paid upon, nor shall any distribution be made upon, any class of Junior Stock (as defined in Section 11 hereof), unless all Accruing Dividends then due up to the date of such dividend or distribution shall have been paid in full. All dividends declared or paid upon shares of Class A Cumulative Preferred Stock shall be declared or paid to all holders of Class A Cumulative Preferred Stock ratably in accordance with the respective amounts of unpaid Accruing Dividends on such shares. The record date for the payment of Accruing Dividends shall be the fifteenth day of the month immediately preceding the Dividend Payment Date. Holders of the shares of Class A Cumulative Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of all unpaid Accruing Dividends, except as herein provided. Any dividend declared or paid upon the Corporation’s common stock, par value $.01 per share, shall in no event exceed retained earnings of the Corporation.

4. Liquidation. (a) (i) Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holder(s) of each outstanding share of Class A Cumulative Preferred Stock shall first (after all liabilities of the Corporation have been satisfied) be entitled, before any distribution or payment is made upon any Junior Stock, to be paid, in the case of each such share, an amount equal to (A) the Liquidation Value of such share, plus (B) the sum of (1) all unpaid Accruing Dividends on such share as of the immediately preceding Dividend Payment Date and (2) dividends on such share accrued from and including such immediately preceding Dividend Payment Date to the relevant payment date. The amount that reflects the sum of clauses (A) and (B) in the immediately preceding sentence is herein referred to as the “Total Liquidation Amount.” If upon such liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the assets to be distributed among the holders of Class A Cumulative Preferred Stock shall be insufficient to permit payment in full to all holders of Class A Cumulative Preferred Stock of the aggregate Total Liquidation Amount, then the entire assets of the Corporation to be so distributed shall be distributed ratably among the holders of Class A Cumulative Preferred Stock. After payment in full to the holders of Class A Cumulative Preferred Stock of the aggregate Total Liquidation Amount as aforesaid, holders of Class A Cumulative Preferred Stock shall, as such, have no right or claim to any of the remaining assets of the Corporation.

(ii) Written notice of any such liquidation, dissolution or winding up, stating a payment date and the place where said payments shall be made, shall be given (A) by certified or registered mail, postage prepaid, (B) by a nationally known overnight delivery service or (C) by hand, not less than 45 days prior to the payment date stated therein, to each holder of record of Class A Cumulative Preferred Stock, such notice to be addressed to each such holder at its address as shown by the records of the Corporation.

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(b) Neither the merger nor the consolidation of the Corporation, nor the sale, lease or conveyance of all or substantially all of its property and business as an entirety, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this paragraph 4, unless such sale, lease or conveyance shall be in connection with a plan of liquidation, dissolution or winding up of the Corporation.

5. Rank. The Class A Cumulative Preferred Stock shall, with respect to dividends and rights on liquidation, winding up and dissolution, rank senior and prior to any equity securities of the Corporation.

6. Preemptive Rights. The Class A Cumulative Preferred Stock is not entitled to any preemptive or subscription rights in respect of any securities of the Corporation.

7. No Redemption or Conversion. The shares of Class A Cumulative Preferred Stock shall not be redeemable by the Corporation and shall not be converted into any other class of stock of the Corporation.

8. Reacquired Shares. Any shares of Class A Cumulative Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their retirement and cancellation become authorized but unissued shares of preferred stock of the Corporation and may be reissued as part of this or a new series of preferred stock of the Corporation.

9. Amendment. This Certificate of Designations of Class A Cumulative Preferred Stock shall not be amended (a) in such manner as to preclude the Class A Cumulative Preferred Stock from qualifying as a preferred stock within the meaning of Section 1504(a)(4) of the Internal Revenue Code of 1986, as amended (the “Code”) or (b) otherwise in any manner which would materially alter or change the powers, preferences or special rights of Class A Cumulative Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least a majority of the outstanding shares of Class A Cumulative Preferred Stock, voting together as a single class.

10. Intention of the Corporation. The Corporation intends that Class A Cumulative Preferred Stock will qualify as preferred stock within the meaning of Section 1504(a)(4) of the Code.

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11. Definitions. (a) “Junior Stock” shall mean any class or series of capital stock of the Corporation which may be issued which, at the time of issuance, is not declared to be on a parity with or senior to Class A Cumulative Preferred Stock as to dividends and rights upon liquidation, winding up and dissolution.

(b) “Liquidation Value” shall mean $1,000,000 per share of Class A Cumulative Preferred Stock.

(c) “Person” shall mean an individual, corporation, trust, partnership, limited liability company, joint venture, unincorporated organization, government agency or any agency or political subdivision thereof, or other entity.

* * * * * * *

4

IN WITNESS WHEREOF, the undersigned has hereunto signed his name and affirms that the statements made herein are true under the penalties of perjury this 27th day of December, 1999.

IMS HEALTH FINANCE, INC.

/s/ Matthew L. Friedman

Name: Matthew L. Friedman

Title:    VP + Treasurer

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CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF DESIGNATIONS

OF

CLASS A CUMULATIVE PREFERRED STOCK,

PAR VALUE $0.01 PER SHARE,

OF

IMS HEALTH FINANCE, INC.

IMS Health Finance, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation, by the unanimous written consent of its members, adopted the following resolution:

RESOLVED: That it is advisable and in the best interests of this Corporation and its stockholders that the Certificate of Designations of Class A Cumulative Preferred Stock, par value $0.01 per share (the “Class A Certificate of Designations”), of the Corporation’s Certificate of Incorporation, be amended as follows:

1. The first sentence of Section 3(a) of the Class A Certificate of Designations be amended and restated to read as follows:

“The holders of Class A Cumulative Preferred Stock shall be entitled to receive out of funds legally available therefor, when, as and if declared by the Board of Directors, dividends at the annual rate of 8.3445% of the Liquidation Value (defined in Section 11 hereof) for each share of Class A Cumulative Preferred Stock outstanding (the “Accruing Dividends”).”

2. Section 3 of the Class A Certificate of Designations be amended to include the following new sub-section:

“(c) Dividends on the Class A Cumulative Preferred Stock shall be payable in cash or other property of the Corporation, in each case in the discretion of the Board of Directors.”

SECOND: That all of the holders of Common Stock of the Corporation have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That all of the holders of Class A Cumulative Preferred Stock of the Corporation have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

FOURTH: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

[Remainder of Page Left Intentionally Blank; Signature Page Follows]

-2-

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by its Authorized Officer this 1 day of October, 2013.

/s/ Margaret F. Cupp

Name: Margaret F. Cupp

Title:   Vice President & Secretary

[Signature Page to Certificate of Amendment to Certificate of Designations of IMS Health Finance, Inc.]

EX-3.24

Exhibit 3.24

Now known as IQVIA Commercial Finance Inc.

BY-LAWS

OF

IMS HEALTH INVESTING I, INC.

ARTICLE I

SHAREOWNERS

Section 1. The annual meeting of the shareowners of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on the third Wednesday in April of each year, if not a legal holiday, and if a legal holiday, then on the next business day following, within or without the State of Delaware, or at such time and place as may be designated from time to time by the Board of Directors.

Section 2. Special meetings of the shareowners may be held upon call of the Board of Directors or the President (and shall be called by the President at the request in writing of shareowners owning a majority of the outstanding shares of the corporation entitled to vote at the meeting) at such time and at such place within or without the State of Delaware as may be fixed by the Board of Directors or the President or by the shareowners owning a majority of the outstanding shares of the corporation so entitled to vote, as the case may be, and as may be stated in the notice setting forth such call.

Section 3. Except as otherwise provided by law, notice of the time, place and purpose or purposes of every meeting of shareowners shall be (i) delivered personally, (ii) mailed, or (iii) sent via a private delivery service that guarantees one or two-day delivery and obtains a written receipt of delivery, in each case not earlier than sixty, nor less than ten, days

previous thereto to each shareowner of record entitled to vote at the meeting, at the address of such shareowner as it appears on the records of the corporation. Notice of any meeting of shareowners need not be given to any shareowner who shall waive notice thereof, before or after such meeting, in writing, or to any shareowner who shall attend such meeting, except when the shareowner attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 4. The holders of record of a majority of the issued and outstanding shares of the corporation which are entitled to vote at the meeting shall, except as otherwise provided by law, constitute a quorum at all meetings of the shareowners. If there be no such quorum present in person or by proxy, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time.

Section 5. Meetings of the shareowners shall be presided over by the President or, if he is not present, by a Vice President or, if no such officer is present, by a chairman to be chosen at the meeting. The Secretary of the corporation or, in his or her absence, an Assistant Secretary shall act as secretary of the meeting or, if neither the Secretary nor an Assistant Secretary is present, the chairman shall appoint a secretary for purposes of the meeting.

Section 6. At all elections of directors a majority of the votes cast shall elect. Except as otherwise provided by 1aw, all other questions presented to shareowners shall also be determined by a majority of the votes cast on such questions.

Section 7. In order that the corporation may determine the shareowners entitled to notice of or to vote at any meeting of shareowners or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in

respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If for any reason the Board of Directors shall not have fixed a record date for any such purpose, the record date for such purpose shall be determined as provided by law. Only those shareowners of record on the date so fixed or determined shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the corporation after any such record date so fixed or determined.

Section 8. Any action required by the General Corporation Law to be taken at any annual or special meeting of shareowners, or any action which may be taken at any annual or special meeting of shareowners, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareowners who have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation shall consist of one or more directors, the number of directors to be fixed from time to time by resolution of the Board of Directors. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier resignation, death or removal. One-third of the total number of directors (if this is not a whole number, it shall be rounded upwards to the nearest whole number) shall constitute a quorum for the transaction of business. Directors need not be shareowners.

Section 2. Vacancies in the Board of Directors shall be filled by a majority of the remaining directors, though less than a quorum; and in case of an increase in the number of directors, the additional directors shall be elected by a majority of the directors in office at the time of increase, though less than a quorum; and the directors so chosen shall hold office until their successors shall be duly elected and qualified or until his or her earlier resignation, death or removal.

Section 3. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of call of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the President, by oral, faxed or other written notice, served on, sent, faxed or mailed to each director not less than two days before the meeting. The notice of any meeting need not specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of shareowners at the same place at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in writing. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may pe taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.

Section 4. The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation which, to the extent provided in said resolution or resolutions and except as prohibited by law, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. A majority of the members of a committee shall constitute a quorum for the transaction of its business. In the absence or disqualification of any member of any such committee or committees, but not in the case of a vacancy therein, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors, who is not an officer of the corporation or any of its subsidiaries, to act at the meeting for all purposes in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 5. A director of the corporation shall not, in the absence of fraud, be disqualified by virtue of his or her office from dealing or contracting with the corporation either as vendor, purchaser or otherwise, nor, in the absence of fraud, shall any transaction or contract of the corporation be void or voidable or affected by reason of the fact that any director or any firm of which any director is a member, or any corporation of which the director is an officer, director or shareowner, is in any way interested in such transaction or contract, provided that, at the meeting of the Board of Directors or of a committee thereof having authority to authorize or confirm said contract or transaction, the interest of such director, firm or corporation therein and the material facts with respect thereto are disclosed or known, and there shall be present a quorum of directors or of the directors constituting such

committee not interested or connected, and such contract or transaction shall be approved by a majority of such quorum, which majority shall consist of directors not so interested or connected. Nor shall such contract or transaction be void or voidable or affected by reason of the fact that the vote of such director or directors, who have or may have an interest therein which is or might be adverse to the interests of the corporation, shall have been necessary to obligate the corporation upon such contract or transaction, nor shall any director or directors having such adverse interest be liable to the corporation or to any shareowner or creditor thereof, or to any other person, for any loss incurred by it, him or her under or by reason of any such contract or transaction nor shall any such director or directors be accountable for any gains or profits realized thereon; always provided, however, that such contract or transaction shall, at the time it was entered into, have been a reasonable one to have been entered into and shall have been upon terms that at the time were fair.

Section 6. Any contract, transaction or act of the corporation or of the Board of Directors which shall be ratified by a majority vote of the shareowners of the corporation having voting power at any annual meeting or any special meeting called for such purpose and to whom the material facts with respect thereto are disclosed or known, shall be as valid and as binding as though ratified by every shareowner of the corporation, provided, however, that any failure of the shareowners to approve or ratify such contract, transaction or act, when and if submitted, shall not be deemed in any way to invalidate the same or to deprive the corporation, its directors or officers, of their right to proceed with such contract, transaction or action. Any director of the corporation may vote upon any contract or other transaction between the corporation and any subsidiary or affiliated corporation without regard to the fact that he is also a director of such subsidiary or affiliated corporation.

Section 7. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as prohibited by law.

ARTICLE III

OFFICERS

Section 1. The Board of Directors as soon as practicable after their annual election shall appoint a President and a Secretary. The Board of Directors may also from time to time appoint such other officers (including a Chairman who shall be a member of the Board of Directors, one or more Vice Presidents and/or Assistant Vice Presidents, a Treasurer, one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper. In addition, the President shall be entitled to appoint officers of the corporation (other than the Chairman, President, Secretary, or Treasurer) and to prescribe the respective terms of office, authorities and duties of any officers so appointed, provided that such appointment is made in writing and filed in the minute book of the corporation. Any Vice President may be designated Executive, Senior, or Regional, or may be given any other designation or combination of designations.

Section 2. Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board then in office. In addition, in the case of an officer appointed by the President, such appointed officer may be removed from office at any time with or without cause by the President of the corporation.

Section 3. Each of the officers of the corporation shall have the powers and duties prescribed by (i) law, (ii) the By-Laws, and (iii) the Board of Directors and in the case of an officer appointed by the President, the President. Unless otherwise prescribed by the By-Laws or by the Board of Directors or, in the case of an officer appointed by the President, by the President, each officer shall also have such further powers and duties as ordinarily pertain to his or her office.

The President shall be the Chief Executive Officer and, subject always to the rights and powers of the Board of Directors, shall have the general direction of the affairs of the corporation. Any officer, agent, or employee of the corporation may be required to give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors may from time to time prescribe.

Section 4. The corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation. The corporation may indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was an employee or agent of he corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Article III shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any by-law, agreement, vote of shareowners or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of

the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and/or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article III or otherwise.

ARTICLE IV

CERTIFICATES OF STOCK

Section 1. The interest of each shareowner of the corporation shall be evidenced by a certificate or certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The shares in the stock of the corporation shall be transferable on the books of the corporation by the holder thereof in person or by his or her attorney, upon surrender for cancellation of a certificate or certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the corporation or its agents may reasonably require.

Section 2. The certificates of stock shall be signed by such officer or officers as may be permitted by law to sign. Any or all of the signatures on the certificate may be a facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been issued by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the corporation.

Section 3. No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of reasonable evidence of such loss, theft or destruction and upon delivery to the corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or the President in his, her or its discretion may require.

ARTICLE V

CORPORATE BOOKS

The books of the corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall begin and end on such dates as shall be established from time to time by a resolution of the Board of Directors.

ARTICLE VII

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation, the state and date of incorporation, and the words “Corporate Seal”. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced.

Unless otherwise required by law, no document executed on behalf of the corporation shall be required to have the corporate seal affixed thereto and the absence of the corporate seal shall, unless otherwise prescribed by law, in no way affect the validity of any document otherwise properly executed by the corporation.

ARTICLE VIII

OFFICES

The corporation may have offices outside of the State of Delaware at such places as shall be determined from time to time by the Board of Directors.

ARTICLE IX

AMENDMENTS

Subject to any limitations that may be imposed by the shareowners, the Board of Directors may make By-Laws and from time to time may alter, amend or repeal any By-Laws, but any By-Laws made by the Board of Directors or the shareowners may be altered, amended or repealed by the shareowners at any annual meeting or at any special meeting duly called or by a written consent signed by all of the shareowners.

EX-3.25

Exhibit 3.25

CERTIFICATE OF INCORPORATION

OF

COGNIZANT INDIA HOLDING CORPORATION

* * * * * * * * * * * * *

First: The name of the corporation is:

Cognizant India Holding Corporation

Second: The address of its registered office in the State of Delaware is Corporation Trust Center, 1 209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

Third: The nature of the business or purpose to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Fourth: The total number of shares of capital stock which the corporation shall have authority to issue is one thousand (1000) shares of Common Stock; each such share shall have a $1.00 par value.

Fifth: The name and mailing address of the incorporator is as follows:

Name	Mailing Address
Ellenore O’Hanrahan	% The Dun & Bradstreet Corporation 187 Danbury Road Wilton, Connecticut 06897

Sixth: The corporation shall have perpetual existence.

Seventh: In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the By-Laws of the corporation.

Eighth: Elections of directors need not be by written ballot unless the By- Laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the By-Laws of the corporation.

Ninth: Directors of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

Tenth: The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 5^th day of September, 1996.

/s/ Ellenore O’Hanrahan

Ellenore O’Hanrahan, Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

COGNIZANT INDIA HOLDING CORPORATION

* * * *

Cognizant India Holding Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, Does Hereby Certify:

First: That the Board of Directors of said corporation, by unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that Article 1 of the Certificate of Incorporation of the Corporation is amended in its entirety to read as follows:

“1. The name of the corporation is:

IMS Health India Holding Corporation.”

Second: That in Lieu of a meeting and vote of shareholders, the sole shareholder has given unanimous written consent to said amendment in accordance with the provisions of § 228 of the General Corporation Law of the State of Delaware.

Third: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of § 228 and 242 of the General Corporation Law of the State of Delaware.

In Witness Whereof, said Cognizent lndia Holding Corporation has caused this certificate to be signed by Kenneth S. Siegel, its Secretary, this 17^th day of August, 1998.

Cognizant India Holding Corporation

/s/ Kenneth S. Siegel

Kenneth S. Siegel

Secretary

IMS HEALTH INDIA HOLDING CORPORATION

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

IMS Health India Holding Corporation (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. That the Board of Directors of the Corporation, by the written consent of its members, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

Section 1 of the Certificate of Incorporation shall be deleted in its entirety and the following new Section 1 shall be inserted in lieu thereof:

“The name of the corporation is IQVIA Commercial India Holdings Corp.” (hereinafter referred to as the “Corporation”).

2. That said amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

3. This Certificate of Amendment to Certificate of Incorporation shall be effective upon filing.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 6^th day of November, 2017.

IMS Health India Holding Corporation
By:	/s/ James H. Erlinger
Name:	James H. Erlinger III
Title:	President

EX-3.26

Exhibit 3.26

Now known as IQVIA Commercial India Holdings Corp.

BY-LAWS

OF

COGNIZANT INDIA HOLDING CORPORATION

ARTICLE I

SHAREOWNERS

Section 1. The annual meeting of the shareowners of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on the third Wednesday in April of each year, if not a legal holiday, and if a legal holiday, then on the next business day following, within or without the State of Delaware, or at such time and place as may be designated from time to time by the Board of Directors.

Section 2. Special meetings of the shareowners may be held upon call of the Board of Directors or the President (and shall be called by the President at the request in writing of shareowners owning a majority of the outstanding shares of the corporation entitled to vote at the meeting) at such time and at such place within or without the State of Delaware as may be fixed by the Board of Directors or the President or by the shareowners owning a majority of the outstanding shares of the corporation so entitled to vote, as the case may be, and as may be stated in the notice setting forth such call.

Section 3. Except as otherwise provided by law, notice of the time, place and purpose or purposes of every meeting of shareowners shall be (i) delivered personally, (ii) mailed, or (iii) sent via a private delivery service that guarantees one or two-day delivery and obtains a written receipt of delivery, in each case not earlier than sixty, nor less than ten, days previous thereto to each shareowner of record entitled to vote at the meeting, at the address of such shareowner as it appears on the records of the corporation. Notice of any meeting of shareowners need not be given to any shareowner who shall waive notice thereof, before or after such meeting, in writing, or to any shareowner who shall attend such meeting, except when the shareowner attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 4. The holders of record of a majority of the issued and outstanding shares of the corporation which are entitled to vote at the meeting shall, except as otherwise provided by law, constitute a quorum at all meetings of the shareowners. If there be no such quorum present in person or by proxy, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time.

Section 5. Meetings of the shareowners shall be presided over by the President or, if he is not present, by a Vice President or, if no such officer is present, by a chairman to be chosen at the meeting. The Secretary of the corporation or, in his or her absence, an Assistant Secretary shall act as secretary of the meeting or, if neither the Secretary nor an Assistant Secretary is present, the chairman shall appoint a secretary for purposes of the meeting.

Section 6. At all elections of directors a majority of the votes cast shall elect. Except as otherwise provided by law, all other questions presented to shareowners shall also be determined by a majority of the votes cast on such questions.

Section 7. In order that the corporation may determine the shareowners entitled to notice of or to vote at any meeting of shareowners or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If for any reason the Board of Directors shall not have fixed a record date for any such purpose, the record date for such purpose shall be determined as provided by law. Only those shareowners of record on the date so fixed or determined shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the corporation after any such record date so fixed or determined.

Section 8. Any action required by the General Corporation Law to be taken at any annual or special meeting of shareowners, or any action which may be taken at any annual or special meeting of shareowners, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Section 9. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those shareowners who have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

Section 1. The Board of Directors of the corporation shall consist of one or more directors, the number of directors to be fixed from time to time by resolution of the Board of Directors. Each director shall hold office until his or her successor is duly elected and qualified or until his or her earlier resignation, death or removal. One-third of the total number of directors (if this is not a whole number, it shall be rounded upwards to the nearest whole number) shall constitute a quorum for the transaction of business. Directors need not be shareowners.

Section 2. Vacancies in the Board of Directors shall be filled by a majority of the remaining directors, though less than a quorum; and in case of an increase in the number of directors, the additional directors shall be elected by a majority of the directors in office at the time of increase, though less than a quorum; and the directors so chosen shall hold office until their successors shall be duly elected and qualified or until his or her earlier resignation, death or removal.

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Section 3. Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of call of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the President, by oral, faxed or other written notice, served on, sent, faxed or mailed to each director not less than two days before the meeting.

Section 4. The notice of any meeting need not specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of shareowners at the same place at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in writing. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.

Section 5. The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the corporation which, to the extent provided in said resolution or resolutions and except as prohibited by law, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation. A majority of the members of a committee shall constitute a quorum for the transaction of its business. In the absence or disqualification of any member of any such committee or committees, but not in the case of a vacancy therein, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors, who is not an officer of the corporation or any of its subsidiaries, to act at the meeting for all purposes in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 6. A director of the corporation shall not, in the absence of fraud, be disqualified by virtue of his or her office from dealing or contracting with the corporation either as vendor, purchaser or otherwise, nor, in the absence of fraud, shall any transaction or contract of the corporation be void or voidable or affected by reason of the fact that any director or any firm of which any director is a member, or any corporation of which the director is an officer, director or shareowner, is in any way interested in such transaction or contract, provided that, at the meeting of the Board of Directors or of a committee thereof having authority to authorize or confirm said contract or transaction, the interest of such director, firm or corporation therein and the material facts with respect thereto are disclosed or known, and there shall be present a quorum of directors or of the directors constituting such committee not interested or connected, and such contract or transaction shall be approved by a majority of such quorum, which majority shall consist of directors not so interested or connected. Nor shall such contract or transaction be void or voidable or affected by reason of the fact that the vote of such director or directors, who have or may have an interest therein which is or might be adverse to the interests of the corporation, shall have been necessary to obligate the corporation upon such contract or transaction, nor shall any director or

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directors having such adverse interest be liable to the corporation or to any shareowner or creditor thereof, or to any other person, for any loss incurred by it, him or her under or by reason of any such contract or transaction nor shall any such director or directors be accountable for any gains or profits realized thereon; always provided, however, that such contract or transaction shall, at the time it was entered into, have been a reasonable one to have been entered into and shall have been upon terms that at the time were fair.

Section 7. Any contract, transaction or act of the corporation or of the Board of Directors which shall be ratified by a majority vote of the shareowners of the corporation having voting power at any annual meeting or any special meeting called for such purpose and to whom the material facts with respect thereto are disclosed or known, shall be as valid and as binding as though ratified by every shareowner of the corporation, provided, however, that any failure of the shareowners to approve or ratify such contract, transaction or act, when and if submitted, shall not be deemed in any way to invalidate the same or to deprive the corporation, its directors or officers, of their right to proceed with such contract, transaction or action. Any director of the corporation may vote upon any contract or other transaction between the corporation and any subsidiary or affiliated corporation without regard to the fact that he is also a director of such subsidiary or affiliated corporation.

Section 8. Any director of the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as prohibited by law.

ARTICLE III

OFFICERS

Section 1. The Board of Directors as soon as practicable after their annual election shall appoint a President and a Secretary. The Board of Directors may also from time to time appoint such other officers (including a Chairman who shall be a member of the Board of Directors, one or more Vice Presidents and/or Assistant Vice Presidents, a Treasurer, one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper. In addition, the President shall be entitled to appoint officers of the corporation (other than the Chairman, President, Secretary, or Treasurer) and to prescribe the respective terms of office, authorities and duties of any officers so appointed, provided that such appointment is made in writing and filed in the minute book of the corporation. Any Vice President may be designated Executive, Senior, or Regional, or may be given any other designation or combination of designations.

Section 2. Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board then in office. In addition, in the case of an officer appointed by the President, such appointed officer may be removed from office at any time with or without cause by the President of the corporation.

Section 3. Each of the officers of the corporation shall have the powers and duties prescribed by (i) law, (ii) the By-Laws, and (iii) the Board of Directors and in the case of an officer appointed by the President, the President. Unless otherwise prescribed by the By-Laws or by the Board of Directors or, in the case of an officer appointed by the President, by the President, each officer shall also have such further powers and duties as ordinarily pertain to his or her office. The

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President shall be the Chief Executive Officer and, subject always to the rights and powers of the Board of Directors, shall have the general direction of the affairs of the corporation. Any officer, agent, or employee of the corporation may be required to give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors may from time to time prescribe.

Section 4. The corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director or officer of the corporation. The corporation may indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Article III shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any by-law, agreement, vote of shareowners or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and/or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of this Article III or otherwise.

ARTICLE IV

CERTIFICATES OF STOCK

Section 1. The interest of each shareowner of the corporation shall be evidenced by a certificate or certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The shares in the stock of the corporation shall be transferable on the books of the corporation by the holder thereof in person or by his or her attorney, upon surrender for cancellation of a certificate or certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the corporation or its agents may reasonably require.

Section 2. The certificates of stock shall be signed by such officer or officers as may be permitted by law to sign. Any or all of the signatures on the certificate may be a facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been issued by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate

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or certificates, or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the corporation.

Section 3. No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of reasonable evidence of such loss, theft or destruction and upon delivery to the corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors or the President in his, her or its discretion may require.

ARTICLE V

CORPORATE BOOKS

The books of the corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine.

ARTICLE VI

FISCAL YEAR

The fiscal year of the corporation shall begin and end on such dates as shall be established from time to time by a resolution of the Board of Directors.

ARTICLE VII

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation, the state and date of incorporation, and the words “Corporate Seal”. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced. Unless otherwise required by law, no document executed on behalf of the corporation shall be required to have the corporate seal affixed thereto and the absence of the corporate seal shall, unless otherwise prescribed by law, in no way affect the validity of any document otherwise properly executed by the corporation.

ARTICLE VIII

OFFICES

The corporation may have offices outside of the State of Delaware at such places as shall be determined from time to time by the Board of Directors.

ARTICLE IX

AMENDMENTS

Subject to any limitations that may be imposed by the shareowners, the Board of Directors may make By-Laws and from time to time may alter, amend or repeal any By-Laws, but any By-Laws made by the Board of Directors or the shareowners may be altered, amended or repealed by the shareowners at any annual meeting or at any special meeting duly called or by a written consent signed by all of the shareowners.

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EX-3.27

Exhibit 3.27

CERTIFICATE OF INCORPORATION

-OF-

PJH TECHNOLOGY SOLUTIONS, LTD.

FIRST: The name of the Corporation is PJH Technology Solutions, Ltd. (hereinafter the “Corporation”).

SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at the address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “GCL”).

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 100 shares of Common Stock, each having a par value of one penny ($.01).

FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(1) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

(2) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

(3) The number of directors of the Corporation shall be as from time to time fixed by, or in the manner provided in, the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.

(4) No director shall be personally liable to the Corporation or its stockholder for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this Subsection (4) to Article FIFTH shall apply to or have any effect on the liability or alleged liability of any director occurring prior to such amendment.

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(5) In addition to the powers and Authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the GCL, this Certificate of Incorporation, and any By-Laws adopted by the stockholders; provided, however, that no By-Laws hereafter adopted by the stockholders shall invalidate any prior act of the directors which would have been valid if such By-Laws had not been adopted.

SIXTH: Meeting of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the GCL) outside the State of Delaware at such a place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation.

SEVENTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the incorporator for purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, has signed this instrument on the 28th day of November, 1994 and does thereby acknowledge that it is his act and deed and that the facts stated therein are true.

PJH Technology Solutions, Ltd.
By:	/s/ Harvey A. Ashman
	Harvey A. Ashman
	Sole Incorporator

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CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF

PJH TECHNOLOGY SOLUTIONS, LTD.

PJH Technology Solutions, Ltd. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST: That by written consent of the sole shareholder of the Corporation, the following resolution was duly adopted:

RESOLVED, that the Certificate of Incorporation, in accordance with the provisions of Section 242 of the General Corporation of the State of Delaware, be amended by changing the name of the Corporation and the First Article thereof so that, as amended said Article shall be and read as follows:

“The name of the corporation is Cognizant Trading Corporation”

IN WITNESS WHEREOF, the Corporation, has caused this certificate to be signed by its President, Harvey A. Ashman, this 22nd day of April, 1997.

PJH Technology Solutions, Ltd.

/s/ Harvey A. Ashman

Harvey A. Ashman, President

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

COGNIZANT TRADING CORPORATION

* * * *

Cognizant Trading Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, Does Hereby Certify:

First: That the Board of Directors of said corporation, by unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that Article 1 of the Certificate of Incorporation of the Corporation is amended in its entirety to read as follows:

“1. The name of the corporation is:

IMS Health Trading Corporation”

Second: That in Lieu of a meeting and vote of shareholders, the sole shareholder has given unanimous written consent to said amendment in accordance with the provisions of § 228 of the General Corporation Law of the State of Delaware.

Third: That the aforesaid amendment was duty adopted in accordance with the applicable provisions of § 228 and 242 of the General Corporation Law of the State of Delaware.

In Witness Whereof, said Cognizant Trading Corporation has caused this certificate to be signed by Robin Y. Nance, its Assistant Secretary, this 25th day of June, 1998.

Cognizant Trading Corporation

/s/ Robin Y. Nance

Robin Y. Nance

Assistant Secretary

IMS HEALTH TRADING CORPORATION

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

IMS Health Trading Corporation (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. That the Board of Directors of the Corporation, by the written consent of its members, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

Section 1 of the Certificate of Incorporation shall be deleted in its entirety and the following new Section 1 shall be inserted in lieu thereof:

“The name of the corporation is IQVIA Commercial Trading Corp.” (hereinafter referred to as the “Corporation”).

2. That said amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

3. This Certificate of Amendment to Certificate of Incorporation shall be effective upon filing.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 6^th day of November, 2017.

IMS Health Trading Corporation
By:	/s/ James H. Erlinger III
Name:	James H. Erlinger III
Title:	President

EX-3.28

Exhibit 3.28

Now known as IQVIA Commercial Trading Corp.

COGNIZANT TRADING CORPORATION BY-LAWS

AS OF APRIL 30, 1997

ARTICLE I

OFFICES

Section 1. The principal office of Cognizant Trading Corporation. (hereinafter the “Corporation”) in the State of Delaware shall be located at Pennsylvania Railroad Building, 110 So. French Street, Suite 402, Wilmington, Delaware 19801.

Section 2. The Corporation may also have offices at such other places as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS MEETING

Section 1. All meetings of the Stockholders shall be held at the principal office of the Corporation or such other location as the Board of Directors may specify.

Section 2. An Annual Meeting of Stockholders shall be held each year, on the first Tuesday of April (or if said day be a legal holiday, then on the next succeeding day) at which they may transact such business as may properly be brought before the meeting.

Section 3. Written notice of the Annual Meeting shall be served upon or mailed to each stockholder entitled to vote thereat, at such address as appears on the stock books of the Corporation, at least ten days, but not more than sixty days prior to the meeting.

Section 4. At least ten days before every election of Directors, the Secretary shall make a complete list of the stockholders entitled to vote at the ensuing election, arranged in alphabetical order, with the post office address, and the number of shares held by each, which shall at all times, during the usual hours for business, be kept at the principal office, open to the examination of any stockholder. The Board of Directors shall produce at the time and place of each election the transfer books and stock books of the Corporation and said list of stockholders which shall remain there during the election.

Section 5. Special meetings of the stockholders, for any purpose or purposes, other than those prescribed by statute or by the Certificate of Incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing by stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6. Written notice of a special meeting of stockholders, stating the time and place and object thereof, shall be served upon or mailed to each stockholder entitled to vote thereat, at such address as appears on the books of the Corporation at least five days before such meeting.

Section 7. Business transacted at all special meetings shall be confined to the objects stated in the call.

Section 8. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall be requisite and shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute, by the Certificate of Incorporation or by these By-Laws. If, however, a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

Section 9. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Certificate of Incorporation or of these By-Laws, a different vote is required in which case such express provision shall govern and control the decision of such question.

Section 10. At any meeting of the stockholders, every stockholder having the right to vote shall be entitled to vote in person or by proxy appointed by an instrument in writing subscribed by such stockholder or by his duly authorized attorney and bearing a date not more than three years prior to said meeting. Each proxy shall be delivered to the Secretary of the Corporation prior to the holding of the meeting. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the proxy unless the stockholder so attending shall, in writing, so notify the Secretary at any time prior to the voting of the proxy. Each stockholder shall have one vote for each share of stock having voting power registered in his name at the time of the closing of the transfer books or on the date fixed as a record date for said meeting. In the case the transfer books of the Corporation shall not have been closed and no date shall have been fixed as a record date for the determination of the stockholders entitled to vote, no share of stock shall be voted on at any e1ection of Directors after the first election of Directors which has been transferred on the books of the Corporation within twenty days next preceding such election.

ARTICLE III

DIRECTORS

Section 1. The number of Directors which shall constitute the whole Board shall be not more than five and not less than one, the number to be determined by a majority vote of the Board of Directors. The Directors shall be elected by the stockholders at the Annual Meeting of Stockholders, and each Director shall be elected to serve until his successor shall be elected and shall qualify.

Section 2. The Directors may hold their meetings and keep the books of the Corporation outside of Delaware, at such places as they may from time to time determine.

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Section 3. If the office of any Director or Directors becomes vacant for any reason, the Directors in office, although less than a quorum, may by a majority vote, choose a successor or successors who shall hold office for the unexpired term in respect to which such vacancy occurred or until the next election of Directors, or any such vacancies in the Board of Directors may be filled by the stockholders at any duly convened meeting.

Section 4. The property and business of the Corporation shall be managed by its Board of Directors who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD

Section 5. The first meeting of each newly elected Board shall be held immediately following the meeting of stockholders of the Corporation at which such directors were elected, and at the same place, and no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting, provided a quorum be present. In the event such meeting is not held at such time and place, it may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board or as shall be specified in a written waiver signed by all directors.

Section 6. Regular meetings of the Board may be held at such time and place, either within or without the State of Delaware as shall from time to time be determined by a majority vote of the Board.

Section 7. Special meetings of the Board may be called by the President on notice to each Director, either personally or by mail, by telephone or by telegram; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of one Director.

Section 8. At all meetings of the Board the presence of more than one half of the number of Directors composing the Board shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by these By-Laws. If a quorum shall not be present at any meeting of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

EXECUTIVE COMMITTEE

Section 9. The Board of Directors may appoint an executive committee, to consist of two or more of the Directors, which to the extent provided in said resolution shall have and may exercise the powers of the Board of Directors in the management of the business, affairs and property of the Corporation during the intervals between the meetings of the Directors, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Vacancies in the Membership of the Committee shall be filled by the Board of Directors at a regular meeting thereof or at a special meeting called for that purpose. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board when required.

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COMPENSATION OF DIRECTORS

Section 10. Directors, as such, shall not receive any stated salary for their services, but, by resolution of the Board, a fixed sum and expenses of attendance, if any, may be

Section 11. allowed for attendance at each regular or special meeting of the Board; provided, that nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation thereof. Members of the Executive Committee may be allowed like compensation for attending committee meetings.

ARTICLE IV

NOTICES

Section 1. Whenever, under the provisions of the statutes or of the Certificate of Incorporation or by these By-Laws, notice is required to be given to any Director or Stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such Director or Stockholder at such address as appears on the books of the Corporation and such notice shall be deemed to be given at the time when the same shall be thus mailed.

Section 2. When any action is authorized to be taken after notice to the Stockholders, or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if such action is authorized or approved and such requirements are waived, in writing, by every Stockholder entitled to such notice or by his attorney thereunto authorized. Any notice required to be given under these By-Laws to any Director may be waived by attendance of all Directors at the meeting or by written waiver or waivers signed by all the Directors.

ARTICLE V

OFFICERS

Section 1. The Officers of the Corporation shall include a President, a Secretary and a Treasurer. In addition, said Officers of the Corporation may include a Chairman of the Board of Directors, an Executive Vice President, one or more Senior Vice Presidents and one or more Vice Presidents. Any two of the aforesaid offices, except those of President and Vice President may be held by the same person.

Section 2. The Board of Directors at its first meeting after each Annual Meeting of Stockholders shall elect a President from its members. The Board shall designate either the Chairman of the Board of Directors or the President as chief executive officer of the Corporation. The Board may also annually choose an Executive Vice President, one or more Senior Vice Presidents, one or more Vice President, a Secretary and a Treasurer, none of whom need be members of the Board.

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Section 3. The Board may appoint additional Vice Presidents and Assistant Treasurers and such other Officers and Agents as it shall deem necessary, who shall have such authority and shall perform such duties as from time to time shall be prescribed by the Board.

Section 4. The salaries of all Officers and Agents of the Corporation shall be fixed by the Board of Directors.

Section 5. The Officers of the Corporation shall hold office until their successors are chosen and qualify in their stead. Any Officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. If the office of any Officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

THE CHAIRMAN OF THE BOARD OF DIRECTORS

Section 6. The Chairman of the Board of Directors shall preside at all meetings of the stockholders and Directors. Except where by law the signature of the President is required, the Chairman shall possess the same power as the President to sign all certificates, contracts, and other instruments of the Corporation which may be authorized by the Board of Directors.

THE PRESIDENT

Section 7. The President shall preside at all meetings of the Stockholders and Directors in the absence of the Chairman, shall be ex-officio a member of the Executive Committee, shall have general and active management of the business of the Corporation, and shall see that all orders and resolutions of the Board are carried into effect. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other Officer or Agent of the Corporation.

THE VICE PRESIDENTS

Section 8. The Vice Presidents, in the order designated by the Board of Directors, shall exercise the functions of the President during the absence or disability of the President and the Chairman of the Board of Directors.

THE SECRETARY

Section 9. The Secretary shall attend all sessions of the Board and all meetings of the stockholders, and record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for the Executive Committee when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or Chief Executive Officer, under whose supervision he shall be. He shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the seal to any instrument requiring it, and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary. He shall be sworn to the faithful discharge of his duty.

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THE TREASURER

Section 10. The Treasurer shall have the custody of the Corporate Funds and Securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation, in such depositories as may be designated by the Board of Directors.

Section 11. He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chairman and Directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the Corporation.

Section 12. At the discretion of the Board, he shall give the Corporation a bond in a sum, and with such surety or sureties as shall be satisfactory to the Board, for the faithful performance of the duties of his office, and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. The certificates of stock of the Corporation shall be numbered and entered in the books of the Corporation as they are issued. They shall exhibit the holder’s name and the number of shares owned by him in the Corporation, and shall be signed by the President or Vice President and Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary. If any certificate is signed by a transfer agent or an assistant transfer agent or by a transfer clerk on behalf of the Corporation and a registrar, the signature of any such Officer may be facsimile.

LOST CERTIFICATES

Section 2. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation, alleged to have been lost or destroyed, upon making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.

TRANSFERS OF STOCK

Section 3. Upon surrender to the Corporation or transfer agent of the Corporation of a certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

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CLOSING OF TRANSFER BOOKS

Section 4. The Board of Directors may close the stock transfer books of the Corporation in its discretion for a period not exceeding fifty (50) days preceding the date of any meeting, annual or special, of the stockholders, or the date for payment of any dividend, or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect. In lieu of closing the stock transfer books, the Board of Directors may fix, in advance, a date not exceeding fifty (50) days preceding the date of any meeting, annual or special, of stockholders or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, or entitled to receive payment of any such dividend, or any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of capital stock, and in such case only stockholders of record on the date so fixed shall be entitled to such notice of, and to vote, at, such meeting or to receive payment of such dividend or allotment of rights, or exercise such rights, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after such record date fixed as aforesaid.

REGISTERED STOCKHOLDERS

Section 5. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder-in-fact thereof and accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting pursuant to law. Dividends may be declared in cash, in property or in capital stock.

Section 2. Before payment of any dividend, there may be set aside out of the funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Directors shall think conducive to the interests of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.

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CHECKS

Section 3. All checks or demands for money and notes of the Corporation shall be signed by such Officer or Officers or such other person or persons as the Board of Directors may from time to time designate.

FISCAL YEAR

Section 4. The fiscal year for financial purposes shall end on November 30th of each year. The fiscal year for tax purposes shall end on December 31st of each year.

Section 5. The Corporate Seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.”

ARTICLE VIII

Section 1. These By-Laws may be altered or amended at any regular meeting of the stockholders or at any special meeting of the stockholders at which a quorum is present or represented if notice of the proposed alteration or amendment be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock entitled to vote at such meeting and present or represented thereafter, or by the affirmative vote of a majority of the Board of Directors at any regular meeting of the Board or at any special meeting of the Board if notice of the proposed alteration or amendment be contained in the notice of such special meeting.

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EX-3.29

Exhibit 3.29

CERTIFICATE OF INCORPORATION

of

IMS GOVERNMENT SOLUTIONS, INC.

* * * * * * * * *

First: The name of the corporation is:

IMS GOVERNMENT SOLUTIONS, INC.

Second: The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

Third: The nature of the business or purpose to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law (“DGCL”).

Fourth: The total number of shares of capital stock which the Corporation shall have authority to issue is one hundred (100) shares of Common Stock.

Fifth: The name and mailing address of the incorporator is as follows:

Name	Mailing Address
Kristen J. Furtak	IMS Health Incorporated 660 West Germantown Pike Plymouth Meeting, PA 19462

Sixth: The Corporation shall have perpetual existence.

Seventh: The board of directors shall consist of five members elected by the stockholders, composed of the following:

• three (3) members (the “External Directors”) who shall have no financial, contractual, employment or other ties to the Corporation, IMS Health Incorporated, a Delaware corporation (“IMS Health”), which is the sole stockholder of the Corporation, any other affiliate of IMS Health (IMS Health and its affiliates, including the Corporation, are collectively referred to as the “IMS Companies”), or any other provider performing services to one or more programs of the Centers for Medicare and Medicaid Services (“CMS”); and

• two (2) members (the “Internal Directors”) who are employees of any of the IMS Companies.

An External Director elected by the sole stockholder shall serve as chairman of the board of directors.

Eighth: The board of directors shall have two committees, the Compliance Committee and the Operations Committee.

Ninth: The Operations Committee shall consist of the Internal Directors and shall be responsible for all operations of the Corporation, except for those matters delegated to and undertaken by the Compliance Committee, as set forth below. The Operations Committee, and such other committees as the Operations Committee may designate, is hereby delegated all of the powers and authority of the Board of Directors of the Corporation, except for those powers specifically reserved to the Compliance Committee. Except for matters adopted or approved by the Operations Committee, the board of directors shall have no authority to exercise any of the powers of the Corporation and no vote or action of the board of directors will be effective without the approval of the sole stockholder of the Corporation.

Tenth: The Compliance Committee shall be responsible for material compliance matters as set forth in (i) any Organizational Conflict of Interest Compliance Plan for IMS Government Solutions, Inc., under a contract relating to the Zone Program Integrity Contractor for The Centers for Medicare and Medicaid Services (as amended, the “Plan”) and (ii) other similar Organizational Conflict of Interest Plans as may be required by Federal Government agencies and designated as such by the Corporation to perform federal contracts with those agencies (collectively, (i) and (ii) are the “Plans”). The Director of Contract Compliance or other employee designated by the Operations Committee (the “DCC”) will report any compliance issues associated with the Plans directly to the Compliance Committee. The Compliance Committee is hereby delegated the powers of the board of directors and the ‘Corporation necessary to undertake the matters for which the Compliance Committee is responsible pursuant to this Certificate.

Eleventh: Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the sole stockholder or in the By-Laws of the Corporation.

Twelfth: No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that to the extent provided by applicable law, this provision shall not eliminate the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

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Thirteenth:

(a) Actions, Suits and Proceedings Other Than by or in the Right of the Corporation. The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that the person is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person or the person’s appeal therefrom, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding anything to the contrary in this Article, except as set forth in Section (f) below, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the sole stockholder.

(b) Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by the person or on the person’s behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware or such other court shall deem proper.

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(c) Indemnification for Expenses of Successful Party. Notwithstanding the other provisions of this Article, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections (a) and (b) of this Article, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purpose hereof to have been wholly successful with respect thereto.

(d) Notification and Defense of Claim. As a condition precedent to an Indemnitee’ s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving the Indemnitee for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section (d). The Indemnitee shall have the right to employ the Indemnitee’s own counsel in connection with such claim, but the fees and expenses of such assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action, or (iii) the Corporation shall not have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

(e) Advance of Expenses. Subject to the provisions of Section (f) below, in the event that the Corporation does not assume the defense pursuant to Section (e) of this Article Thirteenth of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter, provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be

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determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article Thirteenth. Such undertaking may be accepted without reference to the financial ability of such person to make such repayment.

(f) Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section (a), (b), (c), or (e) of this Article Thirteenth, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Sections (a), (b) or (e) of this Article Thirteenth the Corporation determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Sections (a) or (b), as the case may be. Such determination shall be made in each instance by (i) a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties of the action, suit or proceeding in question (the “Disinterested Directors”), (ii) if no such quorum is obtainable, a majority vote of a committee of two or more Disinterested Directors, (iii) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (iv) independent legal counsel (who may be regular legal counsel to the Corporation), or (v) a court of competent jurisdiction.

(g) Remedies. The right to indemnification or advances as granted by this Article Thirteenth shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section (f). Unless otherwise provided by law, the burden of proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this Article Thirteenth shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has not met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section (f) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

(h) Subsequent Amendment. No amendment, termination or repeal of this Article Thirteenth or of the relevant provisions of the DGCL or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

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(i) Other Rights. The indemnification and advancement of expenses provided by this Article Thirteenth shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or Disinterested Directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnitee. Nothing contained in this Article Thirteenth shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article Thirteenth. In addition, the Corporation may, to the extent authorized from time to time by the sole stockholder, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article Thirteenth.

(j) Partial Indemnification. If an Indemnitee is entitled under any provision of this Article Thirteenth to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which the Indemnitee is entitled.

(k) Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability, or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

(l) Merger or Consolidation. If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article Thirteenth with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation.

(m) Savings Clause. If this Article Thirteenth or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fee), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by an applicable portion of this Article Thirteenth that shall not have been invalidated and to the fullest extent permitted by applicable law.

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(n) Definitions. Terms used herein and defined in Sections 145(h) and 145(i) of the DGCL shall have the respective meanings assigned to such terms in such Sections 145(h) and 145(i).

(o) Subsequent Legislation. If the DGCL is amended after adoption of this Article Thirteenth to expand further the indemnification permitted to Indemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted by the DGCL, as so amended.

Fourteenth: All matters of interpretation of this Certificate shall be made by the Operations Committee and its conclusions shall be binding and conclusive upon the Corporation and the Compliance Committee.

I, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate of Incorporation, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 16th day of October, 2008.

/s/ Kristen J. Furtak

Kristen J. Furtak, Incorporator

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STATE OF DELAWARE

CERTIFICATE OF MERGER OF

FOREIGN CORPORATION INTO

A DOMESTIC CORPORATION

Pursuant to Title 8, Section 252 of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is IMS Government Solutions, Inc., a Delaware corporation, and the name of the corporation being merged into this surviving corporation is IMS Government Solutions, Inc., a Virginia corporation.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations pursuant to Title 8 Section 252 of the General Corporation Law of the State of Delaware.

THIRD: The name of the surviving corporation is IMS Government Solutions, Inc., a Delaware corporation.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

FIFTH: The authorized stock and par value of the non-Delaware corporation is 5,000 shares of Common Stock, $.01 par value.

SIXTH: The merger is to become effective on the date of filing of this Certificate of Merger.

SEVENTH: The Agreement of Merger is on file at 1499 Post Road, Fairfield, CT 06430, an office of the surviving corporation.

EIGHTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, said surviving corporation has caused this certificate to be signed by an authorized officer, the 16th day of October, A.D., 2008.

By:	/s/ Mark Tanen
Name:	Mark Tanen
	Print or Type
Title:	President

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IMS GOVERNMENT SOLUTIONS, INC.

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

IMS Government Solutions, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. That the Board of Directors of the Corporation, by the written consent of its members, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

Section l of the Certificate of Incorporation shall be deleted in its entirety and the following new Section l shall be inserted in lieu thereof:

“The name of the corporation is IQVIA Government Solutions Inc.” (hereinafter referred to as the “Corporation”).

2. That said amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

3. This Certificate of Amendment to Certificate of Incorporation shall be effective upon filing.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 6^th day of November, 2017.

IMS Government Solutions, Inc.
By:	/s/ James H. Erlinger
Name:	James H. Erlinger III
Title:	President

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EX-3.30

Exhibit 3.30

BY-LAWS

OF

IMS Government Solutions, Inc.

Section 1. LAW, CERTIFICATE AND BY-LAWS

1.1 These by-laws are subject to the certificate of incorporation (the “Certificate”) of IMS Governmental Solutions, inc. (the “Corporation”). In these by-laws, references to law, the Certificate and by-laws mean the law, the provisions of the Certificate and the by-laws as from time to time in effect. Capitalized terms used and not defined herein shall have the same meaning as set forth in the Certificate.

1.2 The fiscal year of the Corporation shall end on the last day of December of each year.

Section 2. SOLE STOCKHOLDER

IMS Health, Inc is the sole stockholder of the Corporation. All actions of the sole stockholder of the Corporation may be taken by written consent.

Section 3. BOARD OF DIRECTORS

3.1 Number and Composition. The number of directors which shall constitute the whole board, and the composition of the board, shall be as set in the Certificate.

3.2 Tenure. Except as otherwise provided by law or by these by-laws, each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified. The sole stockholder may remove any director at any time with or without cause and without prior notice.

3.3 Powers. Except as specifically set forth in the Certificate, the board of directors shall have no authority to exercise any of the powers of the Corporation or do any acts on behalf of the Corporation, and things as are not by law, except as approved by the sole stockholder or the Operations Committee.

3.4 Vacancies. Vacancies may be filled by the sole stockholder. The directors shall have and may exercise all their power notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law, of the Certificate or of these by-laws as to the number of directors required for a quorum of for any vote of other actions.

3.5 Committees. The board of directors shall have two committees, the Operations Committee and the Compliance Committee.

3.5.1 The Operations Committee shall consist of the Internal Directors and shall be responsible for all operations of the Corporation, except for those matters delegated to and undertaken by the Compliance Committee, as set forth below. The Operations Committee, and such other committees as the Operations Committee may designate, is hereby delegated all of the powers and authority of the Board of Directors of the Corporation, except for those powers specifically reserved to the Compliance Committee. Except for matters adopted or approved by the Operations Committee, the board of directors shall have no authority to exercise any of the powers of the Corporation and no vote or action of the board of directors will be effective without the approval of the sole stockholder of the Corporation.

3.5.2 The Compliance Committee shall be responsible for material compliance matters as set forth in (i) any Organizational Conflict of Interest Compliance Plan for IMS Government Solutions, Inc., under a contract relating to the Zone Program Integrity Contractor for The Centers for Medicare and Medicaid Services (as amended, the “Plan”) and (ii) other similar Organizational Conflict of Interest Plans as may be required by Federal Government agencies and designated as such by the Corporation to perform federal contracts with those agencies (collectively, (i) and (ii) are the “Plans”). The Director of Contract Compliance or other employee designated by the Operations Committee (the “DCC”) will report any compliance issues associated with the Plans directly to the Compliance Committee. The Compliance Committee is hereby delegated the powers of the board of directors and the Corporation necessary to undertake the matters for which the Compliance Committee is responsible pursuant to this Certificate.

3.6 Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the directors may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors and the sole stockholder.

3.7 Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the State of Delaware designated in the notice of the meeting, when called by the chairman of the board, reasonable notice thereof being given to each director and the sole stockholder by the secretary or by the chairman of the board.

3.8 Notice. It shall be reasonable and sufficient notice to a director to send notice by mail at least forty-eight hours or by telegram or completed facsimile transmission at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9 Quorum. Except as may be otherwise provided by law, by the Certificate or by these by-laws, at any meeting of the directors a majority of the directors then in office shall

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constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10 Action by Vote. Except as may be otherwise provided by law, by the Certificate or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors provided that no action or vote of the board of directors shall be effective or valid unless adopted or approved by the sole stockholder or the Operations Committee.

3.11 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case maybe.

3.12 Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13 Compensation. In the discretion of the sole stockholder but subject to the limitations set forth in the Certificate, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the sole stockholder from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the Corporation in any other capacity and receiving reasonable compensation therefor.

Section 4. OFFICERS AND AGENTS

4.1 Enumeration; Qualification. The officers of the Corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the sole stockholder or the Operations Committee from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The Corporation may also have such agents, if any, as the sole stockholder or the Operations Committee from time to time may in its discretion choose. Any officer may be but none need be a director or stockholder. Any two or more offices may be held by the same person.

4.2 Powers. Subject to law, to the Certificate and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the sole stockholder or the Operations Committee may from time to time designate.

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4.3 Election. The officers shall be elected by the Operations Committee. At any time or from time to time the Operations Committee may delegate to any officer its power to elect or appoint any other officer or any agents.

4.4 Tenure. Each officer shall hold office at the pleasure of the sole stockholder. Each agent shall retain his authority at the pleasure of the sole stockholder.

4.5 Chairman of the Board of Directors. President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the sole stockholder. Unless the sole stockholder otherwise specifies, the chairman of the board shall preside, or designate the person who shall preside, at all meetings of the board of directors.

Unless the sole stockholder or the Operations Committee otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the Corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the Corporation.

4.6 Treasurer and Assistant Treasurers. The treasurer shall be the chief financial officer of the Corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the sole stockholder. If no controller is elected, the treasurer shall also have the duties and powers of the controller.

Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the sole stockholder.

4.7 Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the Corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designed by the sole stockholder or the Operations Committee.

Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the sole stockholder.

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Section 5. RESIGNATIONS AND REMOVALS

5.1 Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, the president, or the secretary and to the sole stockholder. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. The sole stockholder or the Operations Committee may at any time remove any officer either with or without cause. The sole stockholder or the Operations Committee may at any time terminate or modify the authority of any agent.

Section 6. VACANCIES

6.1 If the office of the president, the treasurer, the secretary, or any other officer becomes vacant, the sole stockholder or the Operations Committee may elect a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7. CAPITAL STOCK

7.1 Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the Certificate and the by-laws, be prescribed from time to time by the Operations Committee. Such certificate shall be signed by the chairman or vice chairman of the board, if any, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2 Loss of Certificate. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the Corporation against any claim on account thereof, as the sole stockholder may prescribe.

Section 8. TRANSFER OF SHARES OF STOCK

8.1 Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the sole stockholder or the transfer

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agent of the Corporation may reasonably require. Except as may be otherwise required by law, by the Certificate or by these by-laws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the Corporation.

Section 9. CORPORATE SEAL

9.1 Subject to alteration by the sole stockholder, the seal of the Corporation shall consist of a flat-faced circular die with the word “Delaware” and the name of the Corporation cut or engraved thereon, together with such other words, dates or images as may approved from time to time by the sole stockholder or the Operations Committee.

Section 10. EXECUTION OF PAPERS

10.1 Except as the sole stockholder or the Operations Committee may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the Corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 11. AMENDMENTS

11.1 These by-laws may be adopted, amended or repealed by the sole stockholder. Any by-law may be amended or reinstated by the sole stockholder.

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EX-3.31

Exhibit 3.31

CERTIFICATE OF INCORPORATION

OF

MedCom Inc.

To: The Secretary of State

State of New Jersey

The undersigned, of the age of eighteen years or over, for the purpose of forming a corporation pursuant to the provisions of Title 14A, Corporations, General, of the New Jersey Statutes, does hereby execute the following Certificate of Incorporation.

(1) The name of the corporation is

MedCom Inc.

(2) The purpose or purposes for which the corporation is organized are: To do any lawful act or thing for which corporations may be organized pursuant to the provisions of Title 14A, Corporations, General, of the New Jersey Statutes.

(3) The aggregate number of shares which the corporation shall have the authority to issue is 10,000 shares each of which shall have no par value.

(4) The address of the corporation’s initial registered office is ^C/o Cole Schotz Meisel Forman & Leonard, 25 Main Street, P.O. Box 800, Hackensack, New Jersey 07602.

The name of the corporation’s registered agent at such address is Henry M. Matri, Esq.

(5) The number of directors constituting the initial board of directors shall be one and the name and address is as follows:

NAME	ADDRESS
Sam Palazzole	27 Lowell Drive
	Wayne, New Jersey 07470

(6) The name and address of the Incorporator is as follows:

NAME	ADDRESS
Zulma M. Howarth	Prentice Hall
	830 Bear Tavern Road
	West Trenton, New Jersey 08628

IN WITNESS WHEREOF, the undersigned incorporator of the above named corporation, has hereunto signed this Certificate of Incorporation this March 20, 1996.

/s/ Zulma M. Howarth

Zulma M. Howarth

Incorporator

New Jersey Division of Revenue

Certificate of Amendment to the Certificate of Incorporation

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A;9-2 (4) and Section 14A:9-4 (3), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The name of the corporation is:

MedCom Inc.

2. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the corporation on the 21st day of December, 2004

Resolved, that Article one of the Certificate of Incorporation be amended to read as follows:

The name of the corporation is Quintiles Medical Communications & Consulting, Inc.

3. The number of shares outstanding at the time of the adoption of the amendment was: 1,000

The total number of shares entitled to vote thereon was: 1,000

If the shares of any class or series of shares are entitled to vote thereon as a class, set forth below the designation and number of outstanding shares entitled to vote thereon of each such class or series. (Omit if not applicable).

N/A

4. The number of shares voting for and against such amendment is as follows: (If the shares of any class or notice are entitled to vote as a class, set forth the number of shares of each such class and series voting for and against the amendment, respectively).

Number of Shares Voting for Amendment	Number of Shares Voting Against Amendment
1,000	0

5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, set forth a statement of the manner in which the same shall be effected. (Omit if not applicable).

6. Other provisions: (Omit if not applicable).

This Certificate of Amendment to the Certificate of Incorporation will become effective on December 31, 2004.

	By:	/s/ John Russell
		(Signature)
Dated this 22nd day of December, 2004		John Russell
		President

May be executed by the Chairman of the Board, or the President, or a Vice President of the Corporation.

New Jersey Division of Revenue & Enterprise Services

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION

(For Use by Domestic Profit Corporations)

Pursuant to the provisions of Section 14A:9-2 (4) and Section 14A:9-4 (3), Corporations, General, of the New Jersey Statutes, the undersigned corporation executes the following Certificate of Amendment to its Certificate of Incorporation:

1. The names of the corporation is:
	QUINTILES MEDICAL COMMUNICATIONS & CONSULTING, INC.
2. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the corporation on the 6th day of November, 2017
	Resolved, that Article 1 of the Certificate of Incorporation be amended to read as follows:
	(1) The name of the corporation is IQVIA Medical Communications & Consulting Inc.
3. The number of shares outstanding at the time of the adoption of the amendment was: 1,000
The total number of shares entitled to vote thereon was: 1,000
If the shares of any class or series of shares are entitled to vote thereon as a class, set forth below the designation and number of outstanding shares entitled to vote thereon of each such class or series. (Omit if not applicable).
4. The number of shares voting for and against such amendment is as follows: (If the shares of any class or series are entitled to vote as a class, set forth the number of shares of each such class and series voting for and against the amendment, respectively).

Number of Shares Voting for Amendment	Number of Shares Voting Against Amendment
1,000	0

5. If the amendment provides for an exchange, reclassification or cancellation of issued shares, set forth a statement of the manner in which the same shall be effected. (Omit if not applicable).

6. Other provisions: (Omit if not applicable).

		/s/ James H. Erlinger III
Dated this 6th day of November, 2017	BY:	James H. Erlinger III, President
		(Name)

May be executed by the Chairman of the Board, or the President, or a Vice President of the Corporation.

CERTIFICATE OF MERGER OF

TWO NEW JERSEY CORPORATIONS

CERTIFICATE OF MERGER

OF

PALAZZOLE ASSOCIATES, INC.

INTO

MEDCOM, INC.

TO: THE SECRETARY OF STATE

STATE OF NEW JERSEY

Pursuant to the provisions of Sections 14A:10-1 and 14A:10-4.1 of the New Jersey Business Corporation Act, the undersigned corporations hereby execute the following Certificate of Merger.

1. Palazzole Associates, Inc., organized and existing under the laws of the State of New Jersey, shall be merged into Medcom, Inc., a corporation organized and existing under the laws of the State of New Jersey which is hereinafter designated as the surviving corporation.

2. The address of the surviving corporation’s registered office is c/o Cole Schotz Meisel Forman & Leonard, 25 Main Street, P.O. Box 800, Hackensack, NJ 07602, and the name of its registered agent at such address is Henry M. Matri, Esq.

3. The total authorized capital stock of the surviving corporation shall be 10,000 shares.

4. The Plan of Merger annexed hereto and made a part hereof as Exhibit A was approved by each of the undersigned corporations in the manner prescribed by Sections 14A:10-1 and 14A:10-3 of the New Jersey Business Corporation Act.

5. As to each corporation whose shareholders are entitled to vote, the number of shares entitled to vote, and the number and designation of the shares of any class or series entitled to vote, and the number and designation of the shares of any class or series entitled to vote as a class are as follows:

Name of Corporation	Total Number of Shares Entitled to Vote		Designation of Each Class or Series Entitled to Vote as a Class (If any)	Number of Shares Entitled to Vote of Each Such Class or Series (if any)
Palazzole Associates, Inc.		400	N/A	N/A
Medcom, Inc.		100	N/A	N/A

6. As to each corporation whose shareholders are entitled to vote, the number of shares voted for and against the Plan of Merger, respectively, and the number of shares of any class entitled to vote as a class that voted for and against the Plan of Merger, respectively, are as follows:

Name of Corporation	Total Shares Voted For		Total Shares Voted Against		Class	Shares Voted For	Shares Voted Against
Palazzole Associates, Inc.		400		- 0 -	N/A	N/A	N/A
Medcom, Inc.		100		- 0 -	N/A	N/A	N/A

(7. The Plan of Merger was approved by the Board of Directors of Medcom, Inc., the surviving corporation, and no vote of the shareholders of Medcom, Inc. was required pursuant to the provisions of Section 14A:10-3(4) of the New Jersey Business Corporation Act.)

IN WITNESS WHEREOF, each of the undersigned corporations has caused this Certificate of Merger to be executed in its name by its respective officers.

PALAZZOLE ASSOCIATES, INC.
By	/s/ Sam Palazzole
Sam Palazzole, President, Chairman of the Board of Directors, and Sole Shareholder
Medcom, Inc.
By	/s/ Sam Palazzole
Sam Palazzole, President, Chairman of the Board of Directors, and Sole Shareholder

AGREEMENT OF MERGER OF PALAZZOLE ASSOCIATES, INC.

WITH AND INTO MEDCOM, INC.

AGREEMENT OF MERGER (“Agreement of Merger”) by and between Palazzole Associates Inc., a New Jersey corporation having its registered office at 16-00 Route 208, Fair Lawn, NJ 07410, and Medcom, Inc., a New Jersey corporation having its registered office at c/o Cole Schotz Meisel Forman & Leonard, 25 Main Street, P.O. Box 800, Hackensack, NJ 07602.

WITNESSETH

WHEREAS, the respective Boards of Directors of Palazzole Associates, Inc. and Medcom, Inc. deem the merger of Palazzole Associates, Inc. with and into Medcom, Inc., under and pursuant to the terms and conditions herein set forth or referred tos, desirable and in the best interests of the respective corporations and their respective shareholders, and the respective Boards of Directors of Palazzole Associates, Inc. and Medcom, Inc. have adopted or are expected to adopt resolutions approving this Agreement of Merger and an Agreement and Plan of Reorganization dated of even date herewith (“Reorganization Agreement”); and

WHEREAS, the Board of Directors of Palazzole Associates, Inc. has directed that this Agreement of Merger be submitted to the shareholders of Palazzole Associates, Inc.;

NOW, THEREFORE, in consideration of the promises and of the mutual agreements herein contained, the parties hereto do hereby agree as follows:

ARTICLE I MERGER

Subject to the terms and conditions of this Agreement of Merger, on the effective date of the merger, Palazzole Associates, Inc. shall be merged with and into Medcom, Inc., pursuant to the provisions of, and with the effect provided in, the New Jersey Business Corporation Law (said transaction being hereinafter referred to as the “Merger”). On the effective date of the merger, the separate existence of Palazzole Associates, Inc. shall cease and Medcom, Inc., as the surviving entity, shall continue unaffected and unimpaired by the Merger. On the effective date of the merger, the registered office of Medcom, Inc. in New Jersey shall remain unchanged by the Merger.

ARTICLE II CERTIFICATE OF INCORPORATION AND BY-LAWS

The Certificate of Incorporation and the By-Laws of Medcom, Inc. in effect immediately prior to the effective date of the merger shall be the Certificate of Incorporation and the By-Laws of Medcom, Inc., in each case until amended in accordance with applicable law.

ARTICLE III BOARD OF DIRECTORS

On the effective date of the merger, the Board of Directors of Medcom, Inc. shall consist of those persons serving as directors of Medcom, Inc. immediately prior to the effective date of the merger.

ARTICLE IV CAPITAL

The shares of capital stock of Medcom, Inc. issued and outstanding immediately prior to the effective date of the merger shall, on the effective date of the merger, continue to be issued and outstanding.

ARTICLE V CONVERSION AND EXCHANGE OF PALAZZOLE ASSOCIATES, INC. SHARES; FRACTIONAL SHARE INTERESTS

1. On the effective date of the merger, each share of the common stock of Palazzole Associates, Inc., no par value (“Palazzole Associates, Inc. Common Stock”), outstanding immediately prior to the effective date of the merger shall by virtue of the Merger be cancelled.

2. On and after the effective date of the merger, each holder of a certificate or certificates theretofore representing outstanding shares of Palazzole Associates, Inc. Common Stock (any such certificate being hereinafter referred to as a “Certificate”) may surrender the same to Medcom, Inc. or its agent for cancellation.

3. Upon the effective date of the merger, the stock transfer books of Palazzole Associates, Inc. shall be closed and no transfer of Palazzole Associates, Inc. Common Stock shall thereafter be made or recognized. Any other provision of this Agreement of Merger notwithstanding, neither Medcom, Inc. or its agent nor any party to the Merger shall be liable to a holder of Palazzole Associates, Inc. Common Stock for any amount paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar law.

ARTICLE VI CERTIFICATES OF MERGER

Certificates of merger evidencing the transactions contemplated herein shall be delivered to the New Jersey Secretary of State for filing as provided in the Reorganization Agreement.

ARTICLE VII FURTHER ASSURANCES

If at any time Medcom, Inc. shall consider or be advised that any further assignments, conveyances or assurances are necessary or desirable to vest, perfect or confirm in Medcom, Inc. title to any property or rights of Palazzole Associates, Inc., or otherwise carry out the provisions hereof, the proper officers and directors of Palazzole Associates, Inc., as of the effective date of the merger, and thereafter the officers of Medcom, Inc. acting on behalf of Palazzole Associates, Inc., shall execute and deliver any and all proper assignments, conveyances and assurances, and do all things necessary or desirable to vest, perfect or confirm title to such property or rights in Medcom, Inc. and otherwise carry out the provisions hereof.

ARTICLE VIII CONDITIONS PRECEDENT

The obligations of Medcom, Inc. and Palazzole Associates, Inc. to effect the Merger as herein provided shall be subject to satisfaction, unless duly waived, of the conditions set forth in the Reorganization Agreement.

ARTICLE IX CONSENT TO SERVICE

Medcom, Inc. consents that it may be sued and served with process in the State of New Jersey and Medcom, Inc. hereby irrevocably appoints the Secretary of State of the State of New Jersey as its agent to accept service of process in any proceedings in New Jersey to enforce against Medcom, Inc. any obligation of Palazzole Associates, Inc. or to enforce the rights of a dissenting shareholder of Palazzole Associates, Inc..

ARTICLE X MISCELLANEOUS

1. This Agreement of Merger may be amended or supplemented at any time prior to its Effective Date by mutual agreement of Medcom, Inc. and Palazzole Associates, Inc.. Any such amendment or supplement must be in writing and approved by their respective Boards of Directors and/or by officers authorized thereby.

2. The headings of the several Articles herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement of Merger.

3. This Agreement of Merger shall be governed by and construed in accordance with the laws of the State of New Jersey applicable to agreements made and entirely to be performed in such jurisdiction, except to the extent New Jersey law or Federal law may be applicable.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have caused this Agreement of Merger to be executed in counterparts by their duly authorized officers and their corporate seals to be hereunto affixed and attested by their officers thereunto duly authorized, all as of the day and year first above written.

MEDCOM, INC.
By	/s/ Sam Palazzole
Sam Palazzole, President
PALAZZOLE ASSOCIATES, INC.,
By	/s/ Sam Palazzole
Sam Palazzole, President

EX-3.32

Exhibit 3.32

Now known as IQVIA Medical Communications & Consulting Inc.

BY-LAWS

OF

MedCom, Inc.

ARTICLE I

OFFICES

Section 1. Principal Office. The principal office of the corporation shall be at 27 Lowell Drive, Wayne, New Jersey 07470, and the name of the registered agent in charge thereof and upon whom process against the corporation can be served is Henry M. Matri, Esq., Cole, Schotz, Meisel, Forman & Leonard, P.A., Court Plaza North, 25 Main Street, P.O. Box 800, Hackensack, New Jersey 07602-0800.

Section 2. Other Offices. The corporation may also have an office or offices at such other place or places, within or without the State of New Jersey, as the Board of Directors may from time to time designate or as the business of the corporation requires.

ARTICLE II

STOCKHOLDERS’ MEETINGS

Section 1. Annual Meetings. The annual meeting of the stockholders of the corporation shall be held at the principal office of the corporation or at such other place within or without the State of New Jersey as may be determined by the Board of Directors and as shall be designated in the notice of said meeting, on the first day of March of each year (or if said day be a legal holiday, then on the next succeeding day not a legal

holiday), at ten o’clock in the forenoon for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.

If the election of directors shall not be held on the day designated herein for any annual meeting or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is practicable. At such special meeting the stockholders may elect the directors and transact such other business with the same force and effect as at an annual meeting duly called and held.

Section 2. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, other than those prescribed by statute or by the certificate of incorporation, may be called by the President, Vice President, Secretary or Assistant Secretary at the request of a majority of the Board of Directors, or at the request of stockholders owning at least ten (10%) percent of the issued and outstanding capital stock of the corporation entitled to vote. Such requests shall state the purpose or purposes of the proposed special meeting.

Section 3. Notice and Purpose of Meetings. Written notice of every meeting shall be given, stating the time, place, and purpose or purposes of the meeting. If any action is proposed to be taken which would, if taken, entitle shareholders to dissent and to receive payment for their shares, the notice shall include a statement of that purpose and to that effect. The notice of

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every meeting shall be given, personally or by mail, and, except as otherwise provided by the New Jersey Business Corporation Act, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived before or after the taking of any action, to each shareholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the Corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in a post office or official depository under the exclusive care and custody of the United States post office department. When a meeting is adjourned to another time or place, it shall not be necessary to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only such business is transacted as might have been transacted at the original meeting. However, if after the adjournment the directors fix a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder on the new record date. Notice of a meeting need not be given to any shareholder who submits a signed waiver of notice before or after the meeting. The attendance of a shareholder at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by him.

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Section 4. Quorum. A quorum at all meetings of stockholders shall consist of the holders of record of a majority of the shares of the capital stock of the corporation, issued and outstanding, entitled to vote at the meeting, present in person or by proxy. In the absence of a quorum at any meeting or any adjournment thereof, a majority of those present in person or by proxy and entitled to vote may adjourn such meeting from time to time.

Section 5. Organization. Meetings of the stockholders shall be presided over by the President, or if he is not present, by a Vice-President, or if neither the President nor a Vice-President is present by a Chairman to be chosen by a majority of the stockholders entitled to vote who are present in person or by proxy at the meeting. The Secretary of the corporation, or in his absence an Assistant Secretary, or any other person chosen by a majority of the stockholders present and entitled to vote at the meeting, shall act as Secretary of the meeting.

At the annual meeting of the stockholders, the order of business shall be as follows:

1.  Calling meeting to order.

2.  Proof of proper notice of meeting or presentation of waiver.

3.  Reading of minutes of last previous annual meetings.

4.  Reports of officers.

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5.  Reports of committees.

6.  Election of directors.

7.  Miscellaneous business.

8.  Adjournment.

Section 6. Voting. Except as otherwise provided in these By-laws, the Certificate of Incorporation, or in the laws of the State of New Jersey, at every meeting of the stockholders, each stockholder of the corporation entitled to vote at such meeting shall have one (1) vote in person or by proxy for each share of stock having voting rights held by him and registered in his name on the hooks of the corporation at the time of such meeting. Any vote of stock of the corporation may be given by the stockholder entitled thereto in person or by his proxy appointed by an instrument in writing, subscribed by such stockholder or by his attorney thereunto authorized and delivered to the Secretary of the meeting; provided, however, that no revocable proxy shall be voted on after three (3) years from its date. The attendance at any meeting of a stockholder who may theretofore have given a proxy shall not have the effect of revoking the proxy unless the stockholder so attending shall, in writing, so notify the Secretary at any time prior to the voting of the proxy.

When a quorum is present or represented at any meeting, the vote of the holders of a majority of the common stock having voting powers, present in person or represented by proxy, shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes

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or of the Certificate of Incorporation or of these By-laws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 7. List of Stockholders. The directors shall cause the Secretary, or other officer designated by them, to make and certify a full, true and complete list, in alphabetical order, of all the stockholders entitled to vote at any stockholders’ meeting, and the address and the number of shares held by each. Such list shall at all times during the stockholders’ meetings be open to the examination of any stockholder. Such books shall be the only evidence as to who are the stockholders entitled to examine such books or list, and to vote at the meetings.

ARTICLE III

DIRECTORS

Section 1. Powers, Number, Qualification, Term, Quorum and Vacancies. The property, affairs and business of the corporation shall be managed by its Board of Directors, consisting of not less than one (1) person. Except as hereinafter provided, directors shall be chosen at the annual meeting of the stockholders and each director shall be chosen to serve for one (1) year and until his successor is’ chosen and qualifies. The director shall have the power from time to time, and at any time, when the stockholders as such are not assembled in a meeting, regular or special, to increase or decrease their own number by an amendment to these By-laws. If the number of directors be increased, the additional directors may be chosen by a majority

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of the directors in office at the time of the increase, or if not so chosen prior to the next annual meeting of the stockholders, they shall be chosen by the stockholders.

A majority of the directors of the corporation shall be necessary and sufficient to constitute a quorum for the transaction of business, except when otherwise expressly provided by statute, by the Certificate of Incorporation or by these By-laws, but a majority of those present may adjourn the time and place of any special or regular meeting if less than a quorum be present. Any corporate act required to be taken by the Board of Directors shall require the affirmative vote of a majority of the directors, and any act so taken shall be the act of the Board of Directors, except as may be otherwise provided by law, the Certificate of Incorporation or by these By-laws. Any action required or permitted to be taken pursuant to authorization voted at a meeting of the Board of Directors may be taken without a meeting, if, prior or subsequent to such action, a majority of the members of the Board of Directors consent thereto in writing and such written consents are filed with the minutes of the corporation. Such consent shall have the same effect as a vote of the Board of Directors for all purposes and may be stated as such in any certificate or other document filed with the Secretary of State.

In case one or more vacancies shall occur in the Board of Directors by reason of death, resignation or otherwise, except insofar as otherwise provided in the case of a vacancy or

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vacancies occurring by reason of removal by the stockholders, the remaining directors, although less than a quorum/ may, by a unanimous vote, choose a successor or successors for the unexpired term or terms.

Section 2. Meetings. Meetings of the Board of Directors shall be held at such place within or outside the state of as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of the meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board of Directors, and special meetings may be held at any time upon the call of the President or any Vice-President or the Secretary or any director, by oral, telegraphic or written notice duly served on or sent or mailed to each director not less than two (2) days before such meeting. A meeting of the Board of Directors may be held without notice immediately after the annual meeting of stockholders. Notice need not be given of regular meetings of the Board of Directors held at times fixed by resolution of the Board of Directors. Meetings may be held at any time without notice if all the directors are present or if at any time before or after the meeting those not present waive notice of the meeting in writing. The attendance of any director at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by him.

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Section 3. Organization. Meetings of the Board of Directors shall be presided over by the President, or if he is not present by a Vice-President, or if neither the President nor a Vice-President is present, by a Chairman to be chosen by a majority of the directors entitled to vote who are present in person or by proxy at the meeting. The Secretary of the corporation, or in his absence an Assistant Secretary, or any other person chosen by a majority of the directors present and entitled to vote at the meeting, shall act as Secretary of the meeting.

Section 4. Executive Committee. The Board of Directors may, in its discretion, appoint an Executive Committee from among its members, consisting of at least three (3) members, Which shall, have and may exercise such powers as shall be conferred or authorized by the resolutions appointing it; A majority of the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have the power at any time to fill vacancies in, to change the membership of, remove any director from, or abolish, such committee. The designation of the Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any member thereof, of any responsibility imposed by law.

Section 5. Removal of Directors. At any special meeting of the stockholders, duly called as provided in these By-laws, any director or directors may, by the affirmative vote of the holders

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of a majority of all the shares of stock outstanding and entitled to vote for the election of directors, be removed from office, either with or without cause, and his successor or their successors may be elected at such meeting; or the remaining directors may, to the extent vacancies are not filled by such election, fill any vacancy or vacancies created by such removal.

Section 6. Indemnification of Directors and Officers. Any present or future director or officer of the corporation and any present or future director or officer of any other corporation serving as such at the request of the corporation because of the corporation’s interest in such other corporation, or the legal representative of any such director or officer, shall be indemnified by the corporation against reasonable costs, expenses (exclusive of any amount paid to the corporation in settlement) and counsel fees paid or incurred in connection with any action, suit or proceeding to which any such director or officer or his legal representative may be made a party by reason of his being or having been such director or officer; provided (1) said action, suit or proceeding shall be prosecuted against such director or officer or against his legal representative to final determination, and it shall not be finally adjudged in said action, suit or proceeding that he had been derelict in the performance of his duties as such director or officer; or (ii) said action, suit or proceeding shall be settled or otherwise terminated as against such director or officer or his legal representative without a final determination on the merits, and

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it shall be determined by the Board of Directors that said director or officer had not in any substantial way been derelict in the performance of his duties as charged in such action, suit or proceeding. The privilege and power conferred by this Article shall be in addition to and not in restriction or limitation of any other privilege or power which a corporation of the State of New Jersey may have with respect to the indemnification or reimbursement of directors or officers.

Section 7. Compensation of Directors. Directors as such shall not receive stated salaries for their services, but, by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular and special meeting of the Board of Directors; provided nothing herein contained shall be construed to preclude any director from serving the company in any other capacity and receiving compensation therefor. Members of the Executive Committee may be allowed like compensation for attending committee meetings.

ARTICLE IV

OFFICERS

Section 1. Elections. The Board of Directors, at their first meeting, shall choose a President who shall hold office for one (1) year and until his successor is chosen and qualifies. The Board of Directors shall also choose a Secretary and a Treasurer who shall hold office for one (1) year and until their successors are chosen and qualify.

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The Board of Directors may also appoint such other officers and agents as they may deem proper for such periods as the Board of Directors deems best. Any officers and agents elected or appointed may be removed at any time, with or without cause, by the Board of Directors.

Section 2. Salaries of officers. Salaries of all officers and agents of the company shall be fixed by the Board of Directors.

Section 3. General Powers of officers. All of the officers chosen or appointed by the Board of Directors shall have such powers and perform such duties in the management of the property and affairs of the corporation, subject to the control of the directors, as may be prescribed by them by these By-laws. The officers of the company chosen or appointed by the Board of Directors shall hold office until their successors are elected and qualify as aforesaid.

President: The President shall be the chief executive officer of the company; he shall preside at all meetings of the stockholders and directors at which he is present; he shall have general and active management of the business of the company, and he shall perform such other duties as may from time to time be assigned to him by the Board of Directors.

Vice President: The Vice President shall perform such duties and shall have such authority as from time to time may be delegated to him by the President or by the Board of Directors. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President shall perform the duties and be vested with the authority of the President.

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Treasurer: The Treasurer shall have the care and custody of all the funds and securities of the corporation, and shall deposit the same in the name of the corporation in such bank or banks as the Board of Directors may designate, and shall perform such other duties as the Board of Directors may from time to time prescribe. The Treasurer shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall render to the President and the Board of Directors, at regular meetings thereof, or whenever they may require it, an account of all his transactions as Treasurer and of the financial condition of the corporation and shall also make a full report of the financial condition of the corporation at each annual meeting of the stockholders. The Treasurer shall give bond in such sum, and with such sureties, as shall be required by resolution of the Board of Directors for the faithful discharge of his duty.

Secretary: The Secretary shall keep the minutes of all proceedings of the Board of Directors and the minutes of all meetings of the stockholders in books provided for that purpose, of which he shall be the custodian; he shall attend to the giving and serving of all notices for the company; he shall have charge of the seal of the company, of the stock certificate book and such other books and papers as the Board of Directors may direct, all of which shall, at all reasonable times, be open to the

13

inspection of any director upon application at the office of the company during business hours; he shall in general perform all of the duties incident to the office, and such other duties as may be assigned to him by the Board of Directors.

The officers of the corporation shall each have such powers and duties as generally pertains to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors. The Vice-President(s), the Assistant Secretary(s) and the Assistant Treasurer(s) shall, in the order of their respective seniorities, in the absence or disability of the President, Secretary or Treasurer, respectively, perform the duties of such officer and shall generally assist the President, Secretary and Treasurer, respectively.

Section 4. Vacancies of Officers. All vacancies among the officers arising from any cause whatsoever, shall be filled by the Board of Directors.

ARTICLE V

CERTIFICATES OF STOCK

Section 1. Form and Transfers. The interest of each stockholder of the corporation shall be evidenced by certificates for shares of stock, certifying the number and kind of shares represented thereby and in such form not inconsistent with the Certificate of Incorporation as the Board of Directors may from time to time prescribe.

14

Transfers of shares of the capital stock of the corporation shall be made only on the books of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation, or with a transfer clerk or a transfer agent appointed as provided in Section 3 of this Article V, and on surrender of the certificate or certificates for such shares properly endorsed. The person in whose name shares of stock stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation; provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact, if known to the Secretary of the corporation, shall be so expressed in the entry of transfer. The Board of Directors may, from time to time, make such additional rules and regulations as it may deem expedient, not inconsistent with these By-laws, concerning the issue, transfer and registration of certificates for shares of the capital stock of the corporation.

The certificates of stock shall be signed by the President or a Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary, and sealed with the seal of the corporation or a facsimile thereof. Where any such certificate is signed by a transfer agent or by a transfer clerk on behalf of the corporation and by a registrar, the signatures of the President, Vice-President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary upon such

15

certificate, may be facsimiles, engraved or printed. In case any such officer who has signed or whose facsimile has been placed on such certificate shall have ceased to be such before such certificate is issued, it may be issued by the corporation with the same effect as if such officer had not ceased to be such at the time of its issue.

Section 2. Lost, Stolen, Destroyed or Mutilated Certificates. No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such affidavit or evidence as the Board of Directors shall require, or a bond of indemnity in such amount (not exceeding twice the value of the shares represented by such certificate), upon such terms and secured by such surety as the Board of Directors may in its discretion require.

Section 3. Transfer Agent and Registrar. The Board of Directors may appoint one or more Transfer Clerks or one or more Transfer Agents or Assistant Transfer Agents and one (1) or more Registrars, and may require all certificates of stock to bear the signature or signatures of any of them.

ARTICLE VI

DIVIDENDS AND WORKING CAPITAL

Subject always to the provisions of the law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and if any, what part of any, funds legally available for the payment of dividends shall

16

be declared in dividends and paid to stockholders; the division of the whole or any part of such funds of the corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and the Board of Directors may fix a sum which may be set aside or reserved over and above the capital paid in of the corporation as working capital for the corporation or as a reserve for any proper purpose, and from time to time may increase, diminish and vary the same in its absolute judgment and discretion.

ARTICLE VII

BOOKS AND RECORDS

The corporation shall keep at its registered office, or at the office of its transfer agent in this State, a record or records containing the names and addresses of all shareholders, the number, class and series of shares held by each and the dates when they respectively became the owners of record thereof. The directors may keep all other books of the corporation within or without the State of New Jersey. The corporation shall keep books and records of account and minutes of the proceedings of its shareholders, directors and executive committee, if any. Any of the foregoing books, minutes or records may be in written form or in any other form capable of being converted into written form within a reasonable time.

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ARTICLE VIII

FISCAL YEAR

The fiscal year of the corporation shall as determined by the Board of Directors.

ARTICLE IX

CORPORATE SEAL

The Board of Directors shall provide a suitable seal containing the name of the company, the year of its incorporation and the words “corporate Seal-New Jersey”, or other appropriate words.

ARTICLE X

FUNDS, WRITTEN CONTRACTS, ETC.

Section 1. Depository of Funds. The Board of Directors may from time to time designate a bank or trust company as a depository of the funds of the corporation, subject to withdrawal by check.

Section 2. Funds – How Drawn. All checks, notes, drafts or other orders for the payment of money of the company shall be signed, endorsed or accepted in the name of the company in such manner as the Board of Directors of the corporation may from time to time direct.

Section 3. Written Contracts. All written contracts and written obligations to which the company may be a party, shall be signed by the President or Vice-President, and by the Secretary, Treasurer, Assistant secretary or Assistant Treasurer, or by such other officers as the Board of Directors may direct.

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ARTICLE XI

AMENDMENTS

The By-laws of the corporation shall be subject to alteration, amendment or repeal and new By-laws not inconsistent with any provision of the Certificate of Incorporation or statute may be made, either by the affirmative vote of the holders of a majority in interest of the stockholders of the corporation present in person, or by proxy, at any annual or special meeting of the stockholders, a quorum being present, or by the affirmative vote of a majority of the whole Board of Directors, given at any regular or special meeting of the Board of Directors, provided that notice of the proposal so to make, alter, amend or repeal such By-laws be included in the notice of such meeting of the Board of Directors or the stockholders, as the case may be. By-laws made, altered or amended by the Board of Directors may be altered, amended or repealed by the stockholders.

19

EX-3.33

Exhibit 3.33

CERTIFICATE OF INCORPORATION

OF

Q.E.D. INTERNATIONAL, INC.

Under Section 402 of the Business Corporation Law

The undersigned, being a natural person of at least 18 years of age and acting as the incorporator of the corporation hereby being formed under the Business Corporation Law, certifies that:

FIRST: The name of the corporation is Q.E.D. INTERNATIONAL, INC.

SECOND: The corporation is formed for the following purpose or purposes:

To engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law, provided that the corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency, or other body without such consent or approval first being obtained.

THIRD: The office of the corporation is to be located in the County of Westchester, State of New York.

FOURTH: The aggregate number of shares which the corporation shall have authority to issue is two hundred, all of which are without par value, and all of which are of the same class.

FIFTH: The Secretary of State is designated as the agent of the corporation upon whom process against the corporation may be served. The post office address within the State of New York to which the Secretary of State shall mail a copy of any process against the corporation served upon him is: c/o Richard Johnson, 232 Albany Avenue, Thornwood, New York 10594.

SIXTH: The duration of the corporation is to be perpetual.

-1-

SEVENTH: The corporation shall, to the fullest extent permitted by Article 7 of the Business Corporation Law, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Article from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Article, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which any person may be entitled under any By-Law, resolution of shareholders, resolution of directors, agreement, or otherwise, as permitted by said Article, as to action in any capacity in which he served at the request of the corporation.

EIGHTH: The personal liability of the directors of the corporation is eliminated to the fullest extent permitted by the provisions of paragraph (b) of Section 402 of the Business Corporation Law, as the same may be amended and supplemented.

Signed on May 25, 1995.

 

Athena Amaxas, Incorporator

375 Hudson Street, 11th Floor

New York, New York 10014

STATE OF NEW YORK	)
	) SS.:
COUNTY OF NEW YORK	)

On the date hereinafter set forth, before me came Athena Amaxas, to me known to be the individual who is described in, and who signed the foregoing certificate of incorporation, and she acknowledged to me that she signed the same.

Signed on May 25, 1995.

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CERTIFICATE OF AMENDMENT

OF

Q.E.D. INTERNATIONAL, INC.

(under Section 805 of the Business Corporation Law)

Richard Johnson, the President, and Robert Blink, the Secretary, of Q.E.D. International, Inc. hereby certify:

l. The name of the corporation is Q.E.D. INTERNATIONAL, INC.

2. The Certificate of Incorporation was filed by the Department of State on May 31, 1995 under the name Q.E.D. International., Inc.

3. The purpose of this Amendment is to increase the number of shares from 200 no par value common shares, of which 100 are issued and outstanding, to 6,000,000 common shares, with a par value of $0.01, 3,000,000 of which will be designated as Class A voting shares and 3,000,000, of which will be designated as Class B non-voting shares. The one hundred unissued original shares shall be cancelled and each originally issued share shall be exchanged for 30,000. Class A voting shares and 10,000 Class B non-voting shares. In addition to these exchanged shares, the corporation shall be adding 2,000,000, class B non-voting par value $.01 shares for a total of 6,000,000. shares, 3,000,000. Class A and 3,000,000. Class B.

4. The certificate of Incorporation is amended to delete paragraph FOURTH, and to insert the following in lieu thereof:

“FOURTH: the total number of shares authorized to be issued by the Corporation is 6,000,000 (six million) shares with a par value of $0.01, of which 3,000,000. (three million) will be designated as Class A voting shares and 3,000,000. (three million) will be designated as Class B non-voting shares”.

5. This Amendment of the Certificate of Incorporation was authorized by unanimous written consent of all of the board of directors, followed by unanimous vote of the holders of all outstanding shares entitled to vote thereon.

In Witness Whereof, This Certificate of Amendment has been subscribed by the undersigned, this 25th day of July, 1998, who affirms that the statements made herein are true under the penalties of perjury.

/s/ Richard Johnson	/s/ Robert Blink
Richard Johnson, M.D.	Robert Blink
President	Vice President and Secretary

1

CERTIFICATE OF AMENDMENT

OF

Q.E.D. INTERNATIONAL, INC.

(under Section 805 of the Business Corporation Law)

Richard Johnson, the President, and Tom Perkins, Asst. Secretary, of Q.E.D. International, Inc. hereby certify:

1. The name of the corporation is Q.E.D. INTERNATIONAL, INC.

2. The Certificate of Incorporation was filed by the Department of State on May 31, 1995 under the name Q.E.D. International., Inc., and was amended on July 28, 1998.

3. The Certificate of Incorporation is amended to change the name of the Corporation.

4. Paragraph 1 of the Certificate of Incorporation, which refers to the corporate name, is amended to read as follows:

“FIRST: The name of the Corporation shall be ‘Q.E.D. Communications, Inc.’ ”

5. This Amendment of the Certificate of Incorporation was authorized by unanimous written consent of all of the board of directors and the shareholders.

In Witness Whereof, we have executed this certificate as of the 30 day of December, 1998.

/s/ Richard Johnson	/s/ Tom Perkins
Richard Johnson, M.D.	Tom Perkins,
President	Asst. Secretary

1

State of New York	)
	) ss:
County of Westchester	)

Richard Johnson being duly sworn that he is the President of Q.E.D. International, Inc. and that he has executed the foregoing Certificate, that he has read the same and knows of its contents, and that the statements contained therein are true.

/s/ Richard Johnson

Richard Johnson

sworn to before me this

30 day of December, 1998.

State of NORTH CAROLINA	)
	) ss:
County of DURHAM	)

Tom Perkins, being duly sworn that he is the Asst. Secretary of Q.E.D. International, Inc. and that he has executed the foregoing Certificate, that he has read the same and knows of its contents, and that the statements contained therein are true.

/s/ Tom Perkins

Tom Perkins

sworn to before me this

17 day of December, 1998.

/s/ Sharon J. Baker

notary public

Sharon J. Baker, Notary Public

Orange County, North Carolina

My Commission Expires 03/16/00

2

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

Q.E.D. COMMUNICATIONS, INC.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

* * * * *

1. The name of the corporation is Q.E.D. Communications, Inc. The name under which the corporation was formed is Q.E.D. International, Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on May 31, 1995 under the name Q.E.D. International, Inc.

3. The amendment effected by this certificate of amendment is as follows:

(a) The first sentence of Paragraph 1 of the Certificate of Incorporation relating to Q.E.D. Communications, Inc. is hereby amended to read as follows: 1. The name of the Corporation shall be Quintiles Medical Education, Inc.

4. The certificate of amendment was authorized by the vote of the board of directors followed by the unanimous written consent of the holders of all outstanding shares.

Q.E.D. COMMUNICATIONS, INC.
By:	/s/ Beverly L. Rubin
	Name:	Beverly L. Rubin
	Title:	Assistant Secretary

CERTIFICATE OF AMENDMENT

OF THE CERTIFICATE OF INCORPORATION

OF

QUINTILES MEDICAL EDUCATION, INC.

UNDER SECTION 805 OF THE BUSINESS CORPORATION LAW

* * * * *

1. The name of the corporation is Quintiles Medical Education, Inc. The name under which the corporation was formed is Q.E.D. International, Inc.

2. The certificate of incorporation of said corporation was filed by the Department of State on May 31, 1995 under the name Q.E.D. International, Inc.

3. The amendment effected by this certificate of amendment is as follows:

(a) Paragraph 2 of the Certificate of Incorporation relating to Quintiles Medical Education, Inc. is hereby amended to read as follows:

“SECOND: The corporation is formed for the following purpose or purposes:

To develop, support, coordinate and execute continuing medical education programs in the health care and life science fields and to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law, provided that the corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency, or other body without such consent or approval first being obtained.

Nothing herein shall authorize the corporation to operate or maintain a charter school, a nursery school, an elementary school, a secondary school, a college, university or to advertise or offer credit-bearing courses or degrees in New York State.

Except as authorized by Title VIII or other applicable statute, nothing herein shall authorize the corporation to engage in the practice of any profession in New York, engage in the training of any profession in New York or to use a professional title or term of any profession in New York in violation of Title VIII of the Education Law.”

4. The certificate of amendment was authorized by the vote of the board of directors followed by the unanimous written consent of the holders of all outstanding shares.

[Signature Page Follows]

[Signature Page to Certificate of Amendment of Quintiles Medical Education, Inc.]

QUINTILES MEDICAL EDUCATION, INC.
By:	/s/ Beverly Rubin
	Name:	Beverly Rubin
	Title:	Assistant Secretary

2

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

QUINTILES MEDICAL EDUCATION, INC.

(Insert the Current Name of Domestic Corporation)

Under Section 805 of the Business Corporation Law

FIRST: The current name of the corporation is:

Quintiles Medical Education, Inc.

If the name of the corporation has been previously changed, the name under which it was originally formed is:

Q.E.D. International, Inc.

SECOND: The date of filing of the certificate of incorporation with the Department of State is:

May 31, 1995

THIRD: The amendment effected by this certificate of amendment is as follows:

The subject matter and full text of each amended paragraph must be stated.

FOR EXAMPLE, a certificate of amendment changing the name of the corporation would read as follows:

Paragraph FIRST of the Certificate of Incorporation relating to the name of the corporation is amended to read in its entirety as follows:

FIRST: The name of the corporation is (... new name...).

Page 1 of 2

Paragraph First of the Certificate of Incorporation relating to Quintiles Medical Education, Inc. is amended to read in its entirety as follows:

1. The name of the Corporation shall be IQVIA Medical Education Inc.

Paragraph      of the Certificate of Incorporation relating to

is amended to read in its entirety as follows:

FOURTH: The certificate of amendment was authorized by: (Check the appropriate box)

☐ The vote of the board of directors followed by a vote of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders.

☑ The vote of the board of directors followed by the unanimous written consent of the holders of all outstanding shares.

/s/ James H. Erlinger III		James H. Erlinger III
(Signature)		(Name of Signer)
		President
		(Title of Signer)

Pages 2 of 2

CERTIFICATE OF CHANGE

OF

IQVIA MEDICAL EDUCATION INC.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

FIRST: The name of the corporation is:
IQVIA MEDICAL EDUCATION INC.                                       .
If the name of the corporation has been changed, the name under which it was formed is:
.
SECOND: The certificate of incorporation was filed by the Department of State on:
MAY 31, 1995                .
THIRD: The change(s) effected hereby are: (Check appropriate statement(s))
☐	The county location, within this state, in which the office of the corporation is located, is changed to:                                                       .
☒	The address to which the Secretary of State shall forward copies of process accepted on behalf of the corporation is changed to read in its entirety as follows:
	c/o Corporation Service Company, 80 State Street, Albany, NY 12207-2543
	.
☑	The corporation hereby: (Check one)
	☐	Designates
		as its registered agent upon whom process against the corporation may be served. The street address of the registered agent is:
	☒	Changes the designation of its registered agent to:
		Corporation Service Company
		The street address of the registered agent is:
		80 State Street, Albany, NY 12207-2543                                                                                                                                                                   .

	☐	Changes the address of its registered agent to:
		.
	☐	Revokes the authority of its registered agent.
FOURTH: The change was authorized by the board of directors.

X  /s/ Jill Cilmi	Jill Cilmi
(Signature)	(Name of Signer)
	Vice President
	(Title of Signer)

CERTIFICATE OF CHANGE

OF

IQVIA MEDICAL EDUCATION INC.

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

Filer’s Name and Mailing Address: 

	IQVIA HOLDINGS INC., ATTN: MATT KANE
	Name
	Company, if Applicable
	4820 EMPEROR BLVD, FL 9
	Mailing Address
	DURHAM NC 27703
	City, State and Zip Code
	Cust. Ref. # 030621R4M

NOTES:

1. The name of the corporation and its date of incorporation provided on this certificate must exactly match the records of the Department of State. This information should be verified on the Department of State’s website at www.dos.ny.gov.

2. This form was prepared by the New York State Department of State. You are not required to use this form. You may draft your own form or use forms available at legal stationery stores.

3. The Department of State recommends that all documents be prepared under the guidance of an attorney.

4. The certificate must be submitted with a $30 filing fee.

For Office Use Only

CERTIFICATE OF CHANGE OF

IQVIA MEDICAL EDUCATION INC.

Under Section 805-A of the Business Corporation Law (for use by agent)

FIRST: The name of the corporation is: IQVIA MEDICAL EDUCATION INC.. Said corporation is hereinafter referred to as the “Domestic Corporation”.

If the name of the Domestic Corporation has been changed, the name under which the corporation was formed is: Q.E.D. INTERNATIONAL, INC..

SECOND: The date on which the certificate of incorporation was filed by the Department of State is: 31 MAY 1995.

THIRD: The only change effected hereby is to change the address of the Registered Agent of the Domestic Corporation to read as follows:

C T CORPORATION SYSTEM, 28 Liberty St., New York, NY 10005.

FOURTH: The undersigned person, partnership, or corporation (hereinafter referred to as the “Agent”) is the Registered Agent of the Domestic Corporation. The post office address previously designated by the Domestic Corporation for that purpose was the address of the undersigned Agent, and the address specified in paragraph Third above is the new address of the undersigned Agent. The undersigned Agent mailed a notice of the proposed change of address to the Domestic Corporation not less than thirty days prior to the date of delivery of this Certificate to the Department of State. The Domestic Corporation has not objected to the change of address effected hereby. The undersigned Agent is authorized by Business Corporation Law section 805-A(b) to sign and deliver this Certificate.

C T CORPORATION SYSTEM (Agent)
By:	/s/ Marie Hauer
Marie Hauer – Authorized Person.
Filer:	C T CORPORATION SYSTEM 28 Liberty St.
	New York, NY 10005.

EX-3.34

Exhibit 3.34

BY-LAWS

OF

Q.E.D. INTERNATIONAL INC.

ARTICLE I - OFFICES

The office of the Corporation shall be located in the City, County and State designated in the Certificate of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II - MEETING OF SHAREHOLDERS

Section 1. Annual Meetings:

The annual meeting of the shareholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.

Section 2. Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten percent (10%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Business Corporation Law.

Section 3. Place of Meetings:

All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places within or without the State of New York as shall be designated in the notices or waivers of notice of such meetings.

Section 4. Notice of Meetings:

(a) Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5. Quorum:

(a) Except as otherwise provided herein, or by statute, or in the Certificate of Incorporation (such Certificate and any amendments thereof being hereinafter collectively referred to as the “Certificate of Incorporation”), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present.

Section 6. Voting:

(a) Except as otherwise provided by statute or by the Certificate of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b) Except as otherwise provided by statute or by the Certificate of Incorporation, at each meeting of shareholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation.

(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

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ARTICLE III - BOARD OF DIRECTORS

Section 1. Number, Election and Term of Office:

(a) The number of the directors of the Corporation shall be ( ), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than three, unless all of the outstanding shares are owned beneficially and of record by less than three shareholders, in which event the number of directors shall not be less than the number of shareholders.

(b) Except as may otherwise be provided herein or in the Certificate of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election.

(c) Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.

Section 2. Duties and Powers:

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as, are in the Certificate of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

Section 3. Annual and Regular Meetings: Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders at the place of such annual meeting of shareholders.

(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

-3-

Section 4. Special Meetings: Notice:

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.

(b) Notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5. Chairman:

At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the Directors shall preside.

Section 6. Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. Participation of any one or more members of the Board by means of a conference telephone or similar communications equipment, allowing all persons participating in the meeting to hear each other at the same time, shall constitute presence in person at any such meeting.

(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7. Manner of Acting:

(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided by statute, by the Certificate of Incorporation, or these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the Corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

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Section 8. Vacancies:

Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

Section 9. Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 10. Removal:

Any director may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

Section 11. Salary:

No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12. Contracts:

(a) No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

(b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

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Section 13. Committees:

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board. At all meetings of a committee, the presence of all members of the committee shall be necessary to constitute a quorum for the transaction of business, except as otherwise provided by said resolution or by these By-laws. Participation of any one or more members of the committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time, shall constitute presence in person at any such meeting. Any action authorized in writing by all of the members of a committee entitled to vote thereon and filed with the minutes of the Committee shall be the act of the committee with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the committee.

ARTICLE IV - OFFICERS

Section 1. Number, Qualifications, Election and Term of Office:

(a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2. Resignation:

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3. Removal:

Any officer may be removed, either with or without cause, and a successor elected by the Board at any time.

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Section 4. Vacancies:

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors.

Section 5. Duties of Officers:

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these by-laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation.

Section 6. Sureties and Bonds:

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7. Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders’ meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V - SHARES OF STOCK

Section 1. Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder’s name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary or Treasurer, or any Assistant Secretary or Assistant Treasurer, and may bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c) The Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

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Section 2. Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3. Transfers of Shares:

(a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

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EX-3.35

Exhibit 3.35

QUINTILES PHARMA, INC.

ARTICLES OF INCORPORATION

The undersigned, hereby submits these Articles of Incorporation for the purpose of forming a business corporation under and by virtue of the laws of the State of North Carolina:

1. The name of the corporation is Quintiles Pharma, Inc.

2. The corporation shall have authority to issue one thousand (1,000) shares, all of one class, designated as common stock, with $0.001 par value per share. “Par value” shall mean the dollar amount fixed as the nominal or face value, as opposed to the market value, of each share of common stock.

3. The street address and county of the initial registered office of the corporation in the State of North Carolina are 225 Hillsborough Street, Raleigh, Wake County, North Carolina 27603, and the name of its initial registered agent at such address CT Corporation System.

4. The street address and county of the principal office of the Corporation are 4709 Creekstone Drive, Suite 200, Durham, Durham County, North Carolina 27703.

5. The name and address of the incorporator are Catherine A. Loughlin, Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P., 2500 Wachovia Capitol Center, Raleigh, Wake County, North Carolina 27601.

6. A director of the corporation shall not be personally liable to the corporation or otherwise for monetary damages for breach of any duty as a director, except for liability with respect to (i) acts or omissions that the director at the time of such breach knew or believed were clearly in conflict with the best interests of the corporation; (ii) any liability under N.C.Gen.Stat. 55-8-33 for unlawful distribution; or (iii) any transaction from which the director derived an improper personal benefit. If the North Carolina Business Corporation Act is amended to authorize corporate action for further eliminating or limiting personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the North Carolina Business Corporation Act, as so amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

7. The provisions of Article 9 and Article 9A of the North Carolina Business Corporation Act, entitled “The North Carolina Shareholder Protection Act” and “The North Carolina Control Share Acquisition Act,” respectively, shall not be applicable to the corporation.

8. The Corporation may conduct any transaction or transactions by electronic means, and this provision should constitute the agreements by the corporation, its shareholders and directors to the conduct of transactions by electronic means.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal at the City of Raleigh, this 14th day of December, 2005.

/s/ Catherine A. Loughlin

Catherine A. Loughlin, Incorporator

ARTICLES OF MERGER

OF

QUINTILES AUSTRIAN HOLDINGS, LLC

INTO

QUINTILES PHARMA, INC.

Pursuant to North Carolina General Statute Section 55-11-05 (a), Quintiles Pharma, Inc., a North Carolina corporation (the “Surviving Corporation”), hereby submits these Articles of Merger as the surviving business entity for the purpose of merging Quintiles Austrian Holdings, LLC, a North Carolina limited liability company, with and into the Surviving Corporation:

1. The name of the Surviving Corporation is Quintiles Pharma, Inc., a North Carolina corporation.

2. The registered office street address of the Surviving Corporation is 150 Fayetteville St., Box 1011, Raleigh, NC 27601, Wake County.

3. The principal office address of the Surviving Corporation is 4820 Emperor Boulevard, Durham, NC 27703, Durham County.

4. The name of the merged entity is Quintiles Austrian Holdings, LLC, a North Carolina limited liability company.

5. A Plan of Merger has been duly approved in the manner prescribed by Chapter 55 of the General Statutes of North Carolina by the board of directors and shareholder of the Surviving Corporation and in the manner prescribed by Chapter 57C of the General Statutes of North Carolina by the sole member and manager of Quintiles Austrian Holdings, LLC.

6. These Articles of Merger will be effective upon filing.

This the 27th day of July, 2012.

QUINTILES PHARMA, INC.
By:	/s/ Beverly Rubin
Name: Beverly Rubin
Title: Vice President and Secretary

QUINTILES PHARMA, INC.

ARTICLES OF AMENDMENT

Pursuant to Section 55-10-06 of the North Carolina Business Corporation Act, the undersigned corporation, Quintiles Pharma, Inc. (the “Corporation”), hereby submits these Articles of Amendment for the purpose of amending its Articles of Incorporation:

1. The name of the corporation is Quintiles Pharma, Inc.

2. Article 1 of the Articles of Incorporation of the Corporation is hereby amended to read as follows:

“1. The name of the corporation is IQVIA Pharma Inc.”

3. The foregoing amendment was proposed and recommended by the sole Director of the Corporation and approved and adopted by the sole shareholder of the Corporation in accordance with the provisions of Chapter 55 of the North Carolina General Statutes and the Corporation’s Articles of Incorporation. The date of adoption was November 6, 2017.

4. These articles will become effective upon filing.

IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of November, 2017.

QUINTILES PHARMA, INC.
By:	/s/ James H. Erlinger
Name: James H. Erlinger
Title: Secretary

ARTICLES OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

IQVIA PHARMA INC.

Pursuant to Section 55-10-06 of the North Carolina Business Corporation Act, the undersigned corporation hereby submits these Articles of Amendment for the purpose of amending its Articles of Incorporation:

1. The name of the corporation is IQVIA Pharma Inc.

2. The Articles of Incorporation of the corporation are hereby amended as follows:

Section 2 shall be deleted in its entirety and substituted with the following:

“The corporation shall have authority to issue two thousand (2,000) shares, all of one class, designated as common stock, with $0.001 par value per share. “Par value” shall mean the dollar amount fixed as the nominal or face value, as opposed to the market value, of each share of common stock.”

2.1. The foregoing amendment was approved and adopted as of November 19, 2019 by the corporation’s board of directors and as of November 19, 2019 by the corporation’s shareholders in the manner prescribed by Chapter 55 of the North Carolina General Statutes.

3. These Articles of Amendment will become effective upon filing.

[Signature page follows.]

[Signature Page to Articles of Amendment of Articles of Incorporation of

IQVIA Pharma Inc.]

IN WITNESS WHEREOF, I have hereunto set my hand this 19^th day of November, 2019.

IQVIA PHARMA INC.
By:	/s/ Eric Sherbet
Name: Eric Sherbet
Title: President

EX-3.36

Exhibit 3.36

Now known as IQVIA Pharma Inc.

QUINTILES PHARMA, INC.

BYLAWS

ARTICLE I

DEFINITIONS

In these bylaws, unless otherwise provided, the following terms shall have the following meanings:

(1) “Act” shall mean the North Carolina Business Corporation Act as codified in Chapter 55 of the General Statutes of North Carolina, as amended from time to time;

(2) “Articles of incorporation” shall mean the Corporation’s articles of incorporation, including amendments, amended and restated articles of incorporation, and articles of merger, if any;

(3) “Corporation” shall mean Quintiles Pharma, Inc.;

(4) “Distribution” shall mean a direct or indirect transfer of money or other property (except the Corporation’s own shares) or incurrence of indebtedness by the Corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend, a purchase, redemption, or other acquisition of shares, a distribution of indebtedness, or otherwise;

(5) “Emergency” shall mean a catastrophic event which prevents a quorum of the board of directors from being readily assembled;

(6) “Shares” shall mean the units into which the proprietary interests in the Corporation are divided; and

(7) “Voting group” shall mean all shares of one or more classes or series that under the articles of incorporation or the Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or the Act to vote generally on a matter are for that purpose a single voting group.

ARTICLE II

OFFICES

SECTION 1. Principal Office: The principal office of the Corporation shall be located at such place as may be determined from time to time by the directors.

SECTION 2. Registered Office: The registered office of the Corporation shall be located at c/o CT Corporation System, 225 Hillsborough Street, Raleigh, Wake County, North Carolina 27603.

SECTION 3. Other Offices: The Corporation may have offices at such other places, either within or without the State of North Carolina, as the board of directors may from time to time determine, or as the affairs of the Corporation may require.

ARTICLE III

MEETINGS OF SHAREHOLDERS

SECTION 1. Place of Meetings: All meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or as may be agreed upon by a majority of the shareholders entitled to vote at the meeting.

SECTION 2. Annual Meeting: The annual meeting of shareholders for the election of directors and the transaction of other business shall be held annually in any month on any day (except Saturday, Sunday, or a legal holiday) as fixed by the board of directors.

SECTION 3. Substitute Annual Meeting: If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called by the board of directors or the president. A meeting so called shall be designated and treated for all purposes as the annual meeting.

SECTION 4. Special Meetings: Special meetings of the shareholders may be called at any time by the board of directors or the president. In addition, special meetings may be called at any time by the shareholders if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the secretary a written demand for the meeting describing the purpose or purposes for which it is to be held; provided, however, the shareholders shall not have such right to call a special meeting if the Corporation has a class of shares registered under Section 12 of the Securities Exchange Act of 1934, as amended. Only business within the purpose or purposes described in the meeting notice specified in Section 5 of this Article may be conducted at a special meeting of shareholders.

SECTION 5. Notice of Meeting: Written notice stating the date, time and place of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of any shareholders’ meeting, either personally, by mail, or by facsimile transmission or other form of electronic transmission, by or at the direction of the chairman of the board, the president, the secretary, or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the record of the shareholders of the Corporation, with postage thereon prepaid.

In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called. In the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted unless such a statement is required by the Act.

When an annual or special meeting is adjourned to a different date, time, and place, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken; provided, however, that if a new record date for the adjourned meeting is or must be set, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.

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The record date for determining the shareholders entitled to notice of and to vote at an annual or special meeting shall be fixed as provided in Section 4 of Article VIII.

SECTION 6. Waiver of Notice: A shareholder may waive notice of any meeting either before or after such meeting. Such waiver shall be in writing, signed by the shareholder, and filed with the minutes or corporate records. A shareholder’s attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before it is voted upon.

SECTION 7. Shareholder List: Commencing two (2) business days after notice of a meeting of shareholders is given and continuing through such meeting, the secretary of the Corporation shall maintain at the principal office of the Corporation an alphabetical list of the shareholders entitled to vote at such meeting, arranged by voting group, with the address of and number of shares held by each. This list shall be subject to inspection by any shareholder or his or her agent or attorney at any time during usual business hours and may be copied at the shareholder’s expense.

The Corporation shall make the shareholder list available at the annual meeting of shareholders, and any shareholder, personally or by or with his or her representative, is entitled to inspect the list at any time during the meeting or any adjournment thereof. The Corporation is not required to make the list available through electronic or other means of remote communication to a shareholder or proxy attending the annual meeting by remote communication pursuant to Section 55-7-08 of the General Statutes of North Carolina.

SECTION 8. Quorum: A majority of the votes entitled to be cast on a matter by any voting group, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by a majority of the votes voting on the motion to adjourn; and at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

SECTION 9. Proxies: Shares may be voted either in person or by one or more agents authorized by a written proxy executed by the shareholder or by his or her duly authorized attorney in fact. A proxy may take the form of a telegram, telex, facsimile, or other form of wire or wireless communication which appears to have been transmitted by a shareholder. A proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. A proxy is not valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifies therein the length of time for which it is to continue in force or limits its use to a particular meeting.

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SECTION 10. Voting of Shares: Subject to the provisions of Section 4 of Article IV, the articles of incorporation, and the Act, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Except for the election of directors, which is governed by the provisions of Section 3 of Article IV, if a quorum is present, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast against the action, unless the vote of a greater number is required by the Act, the articles of incorporation, or these bylaws.

Shares of the Corporation are not entitled to vote if (i) they are owned, directly or indirectly, by the Corporation, unless they are held by it in a fiduciary capacity, (ii) they are owned, directly or indirectly, by a second corporation in which the Corporation owns a majority of the shares entitled to vote for directors of the second corporation, or (iii) they are redeemable shares and (x) notice of redemption has been given and (y) a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price upon surrender of the shares.

SECTION 11. Informal Action by Shareholders: Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons who would be entitled to vote upon such action at a meeting and is delivered to the Corporation to be included in the minutes or to be kept as part of the corporate records.

SECTION 12. Corporation’s Acceptance of Votes: If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the Corporation is entitled to accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder.

If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the Corporation is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder if (i) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity, (ii) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment, (iii) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of its status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment, (iv) the name signed purports to be that of a beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment, or (v) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

The Corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes has a reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

SECTION 13. Number of Shareholders: The following persons or entities identified as a shareholder in the Corporation’s current record of shareholders constitute one shareholder for purposes of these bylaws: (i) all co-owners of the same shares; (ii) a corporation, partnership, trust, estate, or other entity; and (iii) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account. Shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.

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ARTICLE IV

BOARD OF DIRECTORS

SECTION 1. General Powers: All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its board of directors.

SECTION 2. Number, Term, and Qualifications: The number of directors constituting the board of directors shall be not less than one (1) nor more than four (4). The number of directors within this variable range may be fixed or changed from time to time by the shareholders or the board of directors. Each director shall hold office until his or her death, resignation, retirement, removal, disqualification, or until his or her successor is elected and qualified. Directors need not be residents of the State of North Carolina or shareholders of the Corporation.

SECTION 3. Election of Directors: Except as provided in Section 6 of this Article, the directors shall be elected at the annual meeting of shareholders, and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, the election of directors shall be by ballot.

SECTION 4. No Cumulative Voting: The shareholders of the Corporation shall have no right to cumulate their votes for the election of directors.

SECTION 5. Removal: Any director, or the entire board of directors, may be removed from office at any time, with or without cause, but only if the number of votes cast to remove such director exceeds the number of votes cast not to remove him or her. If a director is elected by a voting group of shareholders, only members of that voting group may participate in the vote to remove such director. A director may not be removed by the shareholders at a meeting unless the notice of the meeting specifies such removal as one of its purposes. If any directors are removed, new directors may be elected at the same meeting.

SECTION 6. Vacancies: Any vacancy occurring in the board of directors, including, without limitation, a vacancy resulting from an increase in the number of directors or from the failure by the shareholders to elect the full authorized number of directors, shall be filled by the shareholders or the board of directors. If such vacancy is to be filled by the board of directors, and if the directors remaining in office constitute fewer than a quorum of the board, such vacancy may be filled by the affirmative vote of a majority of the remaining directors or by the sole remaining director. If the vacant office was held by a director elected by a voting group of shareholders, only the remaining director or directors elected by that voting group or the holders of shares of that voting group are entitled to fill the vacancy. The term of a director elected to fill a vacancy shall expire at the next shareholders’ meeting at which directors are elected.

SECTION 7. Chairman of the Board: There may be a chairman of the board of directors elected by the directors from their number at any meeting of the board. The chairman shall preside at all meetings of the board of directors and perform such other duties as may be directed by the board.

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SECTION 8. Compensation: The board of directors may provide for the compensation of directors for their services as such and for the payment of any or all expenses incurred by them in connection with such services.

SECTION 9. Committees: The board of directors may create an executive committee and other committees of the board, each of which shall have at least two (2) members, all of whom shall be directors. The creation of a committee and the appointment of members to it must be approved by a majority of all the directors in office when the action is taken. Each committee may, as specified by the board of directors, exercise some or all of the authority of the board, except that a committee may not (i) authorize distributions, (ii) approve or propose to shareholders action that the Act requires to be approved by shareholders, (iii) fill vacancies on the board of directors or on any of its committees, (iv) amend the articles of incorporation pursuant to the Act or its successor, (v) adopt, amend, or repeal bylaws, or (vi) approve a plan of merger not requiring shareholder approval. The provisions of Article V, which govern meetings of the board of directors, shall likewise apply to meetings of any committee of the board.

ARTICLE V

MEETINGS OF DIRECTORS

SECTION 1. Regular Meetings: A regular meeting of the board of directors shall be held immediately after, and at the same place as, the annual meeting of the shareholders. In addition, the board of directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

SECTION 2. Special Meetings: Special meetings of the board of directors may be called by or at the request of the president or any director. Such meetings may be held either within or without the State of North Carolina, as fixed by the person or persons calling the meeting.

SECTION 3. Notice of Meetings: Regular meetings of the board of directors may be held without notice. The person or persons calling a special meeting of the board of directors shall, at least five (5) days before the meeting, give notice of the meeting by any usual means of communication, including by telephone, telegraph, teletype, mail, private carrier, facsimile transmission, or other form of wire or wireless communication. Such notice may be oral and need not specify the purpose for which the meeting is called.

SECTION 4. Waiver of Notice: Any director may waive notice of any meeting either before or after such meeting. Such waiver shall be in writing, signed by the director, and filed with the minutes or corporate records; provided, however, that a director’s attendance at or participation in a meeting waives any required notice of such meeting, unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

SECTION 5. Quorum: A majority of the number of directors fixed by or pursuant to these bylaws shall constitute a quorum for the transaction of business at any meeting of the board of directors.

SECTION 6. Manner of Acting: The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is required by the articles of incorporation or these bylaws.

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SECTION 7. Presumption of Assent: A director of the Corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless (i) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding it or transacting business at the meeting, (ii) his or her dissent or abstention from the action taken is entered in the minutes of the meeting, or (iii) he or she files written notice of his or her dissent or abstention with the presiding officer of the meeting before its adjournment or with the Corporation immediately after adjournment of the meeting. This right of dissent or abstention is not available to a director who votes in favor of the action taken.

SECTION 8. Participation in Meetings: Any or all of the directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.

SECTION 9. Action Without Meeting: Action which may be taken at a board of directors meeting may be taken without a meeting if the action is taken by all members of the board and is evidenced by one or more written consents (including by electronic mail or in any other electronic form and delivered by electronic means), signed by each director before or after such action, describing the action taken and included in the minutes or filed with the corporate records. Such action is effective when the last director signs the consent, unless the consent specifies a different effective date.

ARTICLE VI

OFFICERS

SECTION 1. Officers of the Corporation: The officers of the Corporation may consist of a president, secretary, treasurer, and such vice presidents, assistant secretaries, assistant treasurers, and other officers as the board of directors may from time to time appoint. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.

SECTION 2. Appointment and Term: The officers of the Corporation shall be appointed by the board of directors. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors. Each officer shall hold office until his or her death, resignation, retirement, removal, disqualification, or until his or her successor is appointed and qualifies. The appointment of an officer does not itself create contract rights for either the officer or the Corporation.

SECTION 3. Compensation of Officers: The compensation of officers of the Corporation shall be fixed by or under the authority of the board of directors. No officer shall receive compensation for serving the Corporation in any other capacity unless such additional compensation be authorized by the board of directors.

SECTION 4. Resignation and Removal: An officer may resign at any time by communicating his or her resignation to the Corporation. A resignation is effective when it is communicated unless it specifies in writing a later date. If a resignation is made effective as of a later date and the Corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer. Any officer or agent appointed by the board of directors may be removed by the board at any time, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

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SECTION 5. Bonds: The board of directors may by resolution require any officer, agent, or employee of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his or her respective office or position, and to comply with such other conditions as may from time to time be required by the board of directors.

SECTION 6. President: The President shall be the principal or chief executive officer of the Corporation, shall have general authority and supervision over the officers and employees of the Corporation, and shall perform such other duties as may be prescribed from time to time by the board of directors. He or she shall have the authority to sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments that the board of directors has authorized to be executed, except in cases where the signing and execution of such contracts or instruments shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation or shall be required by the Act to be otherwise signed or executed.

SECTION 7. Vice Presidents: In the absence of the President, the Vice Presidents in the order of their length of service as Vice Presidents, unless otherwise determined by the board of directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon that office. Any Vice President may sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments that the board of directors has authorized to be executed, except in cases where the signing and execution of such documents or instruments shall be expressly delegated by the board of directors or these bylaws to some other officer or agent of the Corporation or shall be required by the Act to be otherwise signed or executed. A Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or the board of directors.

SECTION 8. Secretary: The Secretary shall (i) keep the minutes of the meetings of shareholders, of the board of directors, and of all committees of the board in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (iv) keep a register of the mailing address of each shareholder that shall be furnished to the secretary by such shareholder; (v) sign, with the President, or a Vice President, certificates for shares, the issuance of which shall have been authorized by resolution of the board of directors; (vi) have general charge of the stock transfer books of the Corporation; (vii) keep or cause to be kept in the State of North Carolina at the Corporation’s principal office a record of the Corporation’s shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each, and prepare or cause to be prepared a shareholder list prior to each meeting of shareholders as required by the Act; (viii) maintain and authenticate the books and records of the Corporation; (ix) with the assistance of the Treasurer and other officers, prepare and deliver to the Corporation’s shareholders such financial statements, notices, and reports as may be required by Section 55-16-20 (or its successor) of the General Statutes of North Carolina; (x) prepare and file with the North Carolina Secretary of State the annual report required by Section 55-16-22 (or its successor) of the General Statutes of North Carolina; and (xi) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the board of directors.

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SECTION 9. Assistant Secretaries: In the absence of the Secretary, the Assistant Secretaries in the order of their length of service as Assistant Secretary, unless otherwise determined by the board of directors, shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. They shall perform such other duties as may be assigned to them by the Secretary, the President, or the board of directors. Any Assistant Secretary may sign, with the President or a Vice President, certificates for shares.

SECTION 10. Treasurer: The Treasurer shall (i) have charge and custody of and be responsible for all funds and securities of the Corporation; (ii) receive and give receipts for monies due and payable to the Corporation from any source whatsoever and deposit all such monies in accordance with the provisions of Section 4 of Article VII; (iii) prepare, or cause to be prepared, annual financial statements in accordance with Section 3 of Article IX; and (iv) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the board of directors. The Treasurer may sign, with the President or a Vice President, certificates for shares.

SECTION 11. Assistant Treasurer: In the absence of the Treasurer, the Assistant Treasurers, in the order of their length of service as Assistant Treasurer, unless otherwise determined by the board of directors, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. They shall perform such other duties as may be assigned to them by the Treasurer, the President, or the board of directors. Any Assistant Treasurer may sign, with the President or a Vice President, certificates for shares.

ARTICLE VII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts: The board of directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks and Drafts: All checks, drafts, or other orders for the payment of money issued in the name of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as shall from time to time be determined by the board of directors.

SECTION 4. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the board of directors shall direct.

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ARTICLE VIII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares: Shares may, but need not, be represented by certificates. If certificates are issued, they shall be in such form as the board of directors shall determine; provided that, at a minimum, each certificate shall state on its face (i) the name of the Corporation and that it is organized under the laws of North Carolina, (ii) the name of the person to whom issued, and (iii) the number and class of shares and the designation of the series, if any, the certificate represents. If the Corporation issues certificates for shares of preferred stock, the designations, relative rights, preferences, and limitations applicable to that class, and the variations in rights, preferences, and limitations for each series within that class (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate; alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish the shareholder this information in writing and without charge. Certificates shall be signed, either manually or in facsimile, by the President or any Vice President and the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer. They shall be consecutively numbered or otherwise identified and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.

SECTION 2. Transfer of Shares: Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record, by his or her legal representative (who shall furnish proper evidence of authority to transfer), or by his or her attorney (whose authority shall be evidenced by a power of attorney duly executed and filed with the Secretary), and only upon surrender for cancellation of the certificates for such shares.

SECTION 3. Fixing Record Date: For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, to demand a special meeting, to vote, to take any other action, or to receive payment, or for any other purpose, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such record date in any case to be not more than seventy (70) days, and, in case of a meeting of shareholders, not less than ten (10) days, before the date on which the particular action requiring such determination of shareholders is to be taken.

When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment of such meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

SECTION 4. Lost Certificates: The board of directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing the issuance of a new certificate, the board of directors may require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed, or the board of directors may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

SECTION 5. Reacquired Shares: The Corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares.

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ARTICLE IX

GENERAL PROVISIONS

SECTION 1. Distributions: The board of directors may from time to time declare, and the Corporation may make, distributions on its outstanding shares in the manner and subject to the terms and conditions provided by the Act and by the articles of incorporation.

SECTION 2. Seal: The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the Corporation and in the center of which is inscribed “CORPORATE SEAL” or “SEAL,” and which shall have such other characteristics as the board of directors may determine.

SECTION 3. Records and Reports: All of the Corporation’s records shall be maintained in written form or in another form capable of conversion into written form within a reasonable time.

The Corporation shall keep as permanent records minutes of all meetings of its incorporators, shareholders, and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors.

The Corporation shall keep a copy of the following records at its principal office: (i) the articles of incorporation and all amendments to them currently in effect; (ii) these bylaws and all amendments to them currently in effect; (iii) resolutions adopted by the board of directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations (if shares issued pursuant to those resolutions are outstanding); (iv) the minutes of all meetings of shareholders and records of all actions taken by shareholders without a meeting during the past three years; (v) all written communications to shareholders generally within the past three years; (vi) the annual financial statements described below prepared during the past three years; (vii) a list of the names and business addresses of the Corporation’s current directors and officers; and (viii) the Corporation’s most recent annual report delivered to the North Carolina Secretary of State.

The Corporation shall prepare and make available to its shareholders annual financial statements for the Corporation and its subsidiaries that (i) include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for the year and (ii) are accompanied by either (x) a report of a public accountant on the annual financial statements or (y) a statement by the Treasurer stating his reasonable belief whether the annual financial statements were prepared on the basis of generally accepted accounting principles (and, if not, describing the basis of preparation) and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. These annual financial statements, or a written notice of their availability, shall be mailed to each shareholder within one hundred twenty (120) days after the close of each fiscal year of the Corporation. On written request from a shareholder who was not mailed the annual financial statements, the Corporation shall mail to him or her the latest such statements.

The Corporation shall also prepare and file with the North Carolina Secretary of State an annual report in such form as required by Section 55-16-22 (or its successor) of the General Statutes of North Carolina.

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SECTION 4. Indemnification: Any person who at any time serves or has served as a director or officer of the Corporation, or at the request of the Corporation is or was serving as an officer, director, agent, partner, trustee, administrator, or employee for any other foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, shall be indemnified by the Corporation to the fullest extent from time to time permitted by law in the event he or she is made, or is threatened to be made, a party to any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit, or proceeding and any appeal therein (and any inquiry or investigation that could lead to such action, suit, or proceeding), whether or not brought by or on behalf of the Corporation, seeking to hold him or her liable by reason of the fact that he or she is or was acting in such capacity. In addition, the board may provide such indemnification for the employees and agents of the Corporation as it deems appropriate.

The rights of those receiving indemnification hereunder shall, to the fullest extent from time to time permitted by law, cover (i) reasonable expenses, including without limitation all attorneys’ fees actually and necessarily incurred by him or her in connection with any such action, suit, or proceeding, (ii) all reasonable payments made by him or her in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he or she may have become liable in such action, suit, or proceeding, and (iii) all reasonable expenses incurred in enforcing the indemnification rights provided herein.

Expenses incurred by anyone entitled to receive indemnification under this section in defending a proceeding may be paid by the Corporation in advance of the final disposition of such proceeding as authorized by the board of directors in the specific case or as authorized or required under any provisions in the bylaws or by any applicable resolution or contract upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation against such expenses.

The board of directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him or her.

Any person who at any time serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of such repeal or modification. The rights provided for herein shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this bylaw.

The rights granted herein shall not be limited by the provisions contained in Section 55-8-51 (or its successor) of the General Statutes of North Carolina.

SECTION 5. Fiscal Year: The fiscal year of the Corporation shall be fixed by the board of directors.

SECTION 6. Amendments:

(a) The board of directors may amend or repeal these bylaws, except to the extent otherwise provided in the articles of incorporation, a bylaw adopted by the shareholders, or the Act, and except that a bylaw adopted, amended, or repealed by the shareholders may not be readopted, amended, or repealed by the board of directors if neither the articles of incorporation nor a bylaw adopted by the shareholders authorizes the board of directors to adopt, amend, or repeal that particular bylaw or the bylaws generally.

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(b) The Corporation’s shareholders may adopt, amend, alter, change, or repeal any of these bylaws consistent with the provisions of Section 10 of Article III.

(c) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed (i) if originally adopted by the shareholders, only by the shareholders, unless the bylaw permits amendment or repeal by the board of directors, or (ii) if originally adopted by the board of directors, either by the shareholders or by the board of directors.

(d) A bylaw referred to in Subsection (c) above (i) may not be adopted by the board of directors by a vote of less than a majority of the directors then in office and (ii) may not itself be amended by a quorum or vote of the directors less than the quorum or vote therein prescribed or prescribed by a bylaw adopted or amended by the shareholders.

(e) A bylaw adopted or amended by the shareholders that fixes a greater voting or quorum requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

SECTION 7. Emergencies: In anticipation of or during an emergency, the board of directors may (i) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent and (ii) relocate the principal office or designate alternative principal or regional offices, or authorize the officers to do so.

During an emergency, (i) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio, and (ii) one or more officers present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

SECTION 8. Electronic Transactions: The Corporation may conduct any transaction or transactions by electronic means, and this provision shall constitute the agreement by the Corporation, its shareholders, and directors to the conduct of transactions by electronic means.

SECTION 9. Severability: Should any provision of these bylaws become ineffective or be declared to be invalid for any reason, such provision shall be severable from the remainder of these bylaws and all other provisions of these bylaws shall continue to be in full force and effect.

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CERTIFICATION BY SECRETARY

I, the undersigned, being the Secretary of the Corporation do HEREBY CERTIFY THAT the foregoing are the Bylaws of said Corporation, as adopted by the board of directors of said Corporation on the    day of December, 2005.

/s/ Beverly Rubin

Beverly Rubin, Secretary

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EX-3.37

Exhibit 3.37

QUINTILES PHARMA SERVICES CORP.

ARTICLES OF INCORPORATION

The undersigned, hereby submits these Articles of Incorporation for the purpose of forming a business corporation under and by virtue of the laws of the State of North Carolina:

1. The name of the corporation is Quintiles Pharma Services Corp.

2. The corporation shall have authority to issue one thousand (1,000) shares, all of one class, designated as common stock, with $0.001 par value per share. “Par value” shall mean the dollar amount fixed as the nominal or face value, as opposed to the market value, of each share of common stock.

3. The street address and county of the initial registered office of the corporation in the State of North Carolina are 225 Hillsborough Street, Raleigh, Wake County, North Carolina 27603, and the name of its initial registered agent at such address CT Corporation System.

4. The street address and county of the principal office of the Corporation are 4709 Creekstone Drive, Suite 200, Durham, Durham County, North Carolina 27703.

5. The name and address of the incorporator are Catherine A. Loughlin, Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. 2500 Wachovia Capitol Center, Raleigh, Wake County, North Carolina 27601.

6. A director of the corporation shall not be personally liable to the corporation or otherwise for monetary damages for breach of any duty as a director, except for liability with respect to (i) acts or omissions that the director at the time of such breach knew or believed were clearly in conflict with the best interests of the corporation; (ii) any liability under N.C.Gen.Stat. 55-8-33 for unlawful distribution; or (iii) any transaction from which the director derived an improper personal benefit. If the North Carolina Business Corporation Act is amended to authorize corporate action for further eliminating or limiting personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the North Carolina Business Corporation Act, as so amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

7. The provisions of Article 9 and Article 9A of the North Carolina Business Corporation Act, entitled “The North Carolina Shareholder Protection Act” and “The North Carolina Control Share Acquisition Act,” respectively, shall not be applicable to the corporation.

8. The Corporation may conduct any transaction or transactions by electronic means, and this provision should constitute the agreements by the corporation, its shareholders and directors to the conduct of transactions by electronic means.

IN WITNESS WHEREOF, I have hereunto set my hand this 14th day of December, 2005.

/s/ Catherine A. Loughlin

Catherine A. Loughlin, Incorporator

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QUINTILES PHARMA SERVICES CORP.

ARTICLES OF AMENDMENT

Pursuant to Section 55-10-06 of the North Carolina Business Corporation Act, the undersigned corporation, Quintiles Pharma Services Corp. (the “Corporation”), hereby submits these Articles of Amendment for the purpose of amending its Articles of Incorporation:

1. The name of the corporation is Quintiles Pharma Services Corp.

2. Article 1 of the Articles of Incorporation of the Corporation is hereby amended to read as follows:

“1. The name of the corporation is IQVIA Pharma Services Corp.”

3. The foregoing amendment was proposed and recommended by the sole Director of the Corporation and approved and adopted by the sole shareholder of the Corporation in accordance with the provisions of Chapter 55 of the North Carolina General Statutes and the Corporation’s Articles of Incorporation. The date of adoption was November 6, 2017.

4. These articles will become effective upon filing.

IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of November, 2017.

QUINTILES PHARMA SERVICES CORP.
By:	/s/ James H. Erlinger III
	Name: James H. Erlinger III
	Title:  President

ARTICLES OF AMENDMENT OF

ARTICLES OF INCORPORATION

OF

IQVIA PHARMA SERVICES CORP.

Pursuant to Section 55-10-06 of the North Carolina Business Corporation Act, the undersigned corporation hereby submits these Articles of Amendment for the purpose of amending its Articles of Incorporation:

1. The name of the corporation is IQVIA Pharma Services Corp.

2. The Articles of Incorporation of the corporation are hereby amended as follows:

Section 2 shall be deleted in its entirety and substituted with the following:

“The corporation shall have authority to issue two thousand (2,000) shares, all of one class, designated as common stock, with $0.001 par value per share. “Par value” shall mean the dollar amount fixed as the nominal or face value, as opposed to the market value, of each share of common stock.”

3. The foregoing amendment was approved and adopted as of November 19, 2019 by the corporation’s board of directors and as of November 19, 2019 by the corporation’s shareholders in the manner prescribed by Chapter 55 of the North Carolina General Statutes.

4. These Articles of Amendment will become effective upon filing.

[Signature page follows.]

[Signature Page to Articles of Amendment of Articles of Incorporation of

IQVIA Pharma Services Corp.]

IN WITNESS WHEREOF, I have hereunto set my hand this 18^th day of November, 2019.

IQVIA PHARMA SERVICES CORP.
By;	/s/ Eric Sherbet
	Eric Sherbet
	President

State of North Carolina

Department of the Secretary of State

ARTICLES OF MERGER

Pursuant to North Carolina General Statute Sections 55-11-05(a), 55-11-12, 55A-11-09(d), 55A-11-04, 57D-9-42, 59-73.32(a) and 59-1072(a), as applicable, the undersigned entity does hereby submit the following Articles of Merger as the surviving business entity in a merger between two or more business entities.

1. The name of the surviving entity is IQVIA Pharma Services Corp., a (check one) ☒ corporation, ☐ nonprofit corporation, ☐ professional corporation, ☐ limited liability company, ☐ limited partnership, ☐ partnership, ☐ limited liability partnership organized under the laws of North Carolina (state or country).

2. The address of the surviving entity is:

   Street Address: 4820 Emperor Boulevard City: Durham

   State: North Carolina Zip Code: 27703 County: Durham

(a) (Complete only if the surviving business entity is a foreign business entity that is not authorized to transact business or conduct affairs in North Carolina.) The mailing address of the surviving foreign business entity is:

Street Address:___________________________________________ City:____________________

State:______________________ Zip Code:__________________ County:____________________

The Surviving foreign business entity will file a statement of any subsequent change in its mailing address with the North Carolina Secretary of State.

3. For each merging entity: (if more than one, complete on separate sheet and attach.)

The name of the merged entity is IQVIA RDS Transfer L.L.C. a (check one) ☐ corporation, ☐ nonprofit corporation, ☐ professional corporation, ☒ limited liability company, ☐ limited partnership, ☐ partnership, ☐ limited liability partnership organized under the laws of Delaware (state or country).

The mailing address of each merging entity is: (if more than one, complete on separate sheet and attach)

   Street Address: 4820 Emperor Boulevard City: Durham

   State: North Carolina Zip Code: 27703 County: Durham

4. If the surviving business entity is a domestic business entity, the text of each amendment, if any, to the Articles of Incorporation, Articles of Organization, or Certificate of Limited Partnership within the Plan of Merger is attached.

5. A Plan of Merger has been duly approved in the manner required by law by each of the business entities participating in the merger.

Provide the information in Items 6 and 7 below for a merger between a parent unincorporated entity and a subsidiary corporation or corporations. (§55-11-12)

6. The terms and conditions of the merger are attached. (§55-11-12 mergers only)

7. Information concerning the manner and basis of converting the interests in each merging business entity into interests, obligations, or securities of the surviving business entity, or into cash or other property in whole or in part, or of cancelling the interests is attached. (§55-11-12 mergers only)

8. These articles will be effective upon filing unless a delayed date and/or time is specified 11:59pm (Eastern) on July 24, 2020.

This the 21st day of July, 2020.

IQVIA Pharma Services Corp.

Name of Entity

/s/ Eric Sherbet

Signature

Eric Sherbet, President

Type or Print Name and Title

NOTES:

1. Filing fee is $50 for For-profit entities.

2. Filing fee is $25 when the surviving business entity is a Non-profit corporation.

3. This document must be filed with the Secretary of State. Certificate(s) of Merger must be registered pursuant to the requirements of N.C.G.S. Section 47-18.1

EX-3.38

Exhibit 3.38

Now known as IQVIA Pharma Services Corp.

QUINTILES PHARMA SERVICES CORP.

BYLAWS

ARTICLE I

DEFINITIONS

In these bylaws, unless otherwise provided, the following terms shall have the following meanings:

(1) “Act” shall mean the North Carolina Business Corporation Act as codified in Chapter 55 of the General Statutes of North Carolina, as amended from time to time;

(2) “Articles of incorporation” shall mean the Corporation’s articles of incorporation, including amendments, amended and restated articles of incorporation, and articles of merger, if any;

(3) “Corporation” shall mean Quintiles Pharma Services Corp.;

(4) “Distribution” shall mean a direct or indirect transfer of money or other property (except the Corporation’s own shares) or incurrence of indebtedness by the Corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend, a purchase, redemption, or other acquisition of shares, a distribution of indebtedness, or otherwise;

(5) “Emergency” shall mean a catastrophic event which prevents a quorum of the board of directors from being readily assembled;

(6) “Shares” shall mean the units into which the proprietary interests in the Corporation are divided; and

(7) “Voting group” shall mean all shares of one or more classes or series that under the articles of incorporation or the Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or the Act to vote generally on a matter are for that purpose a single voting group.

ARTICLE II

OFFICES

SECTION 1. Principal Office: The principal office of the Corporation shall be located at such place as may be determined from time to time by the directors.

SECTION 2. Registered Office: The registered office of the Corporation shall be located at c/o CT Corporation System, 225 Hillsborough Street, Raleigh, Wake County, North Carolina 27603.

SECTION 3. Other Offices: The Corporation may have offices at such other places, either within or without the State of North Carolina, as the board of directors may from time to time determine, or as the affairs of the Corporation may require.

ARTICLE III

MEETINGS OF SHAREHOLDERS

SECTION 1. Place of Meetings: All meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or as may be agreed upon by a majority of the shareholders entitled to vote at the meeting.

SECTION 2. Annual Meeting: The annual meeting of shareholders for the election of directors and the transaction of other business shall be held annually in any month on any day (except Saturday, Sunday, or a legal holiday) as fixed by the board of directors.

SECTION 3. Substitute Annual Meeting: If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called by the board of directors or the president. A meeting so called shall be designated and treated for all purposes as the annual meeting.

SECTION 4. Special Meetings: Special meetings of the shareholders may be called at any time by the board of directors or the president. In addition, special meetings may be called at any time by the shareholders if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the secretary a written demand for the meeting describing the purpose or purposes for which it is to be held; provided, however, the shareholders shall not have such right to call a special meeting if the Corporation has a class of shares registered under Section 12 of the Securities Exchange Act of 1934, as amended. Only business within the purpose or purposes described in the meeting notice specified in Section 5 of this Article may be conducted at a special meeting of shareholders.

SECTION 5. Notice of Meeting: Written notice stating the date, time and place of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of any shareholders’ meeting, either personally, by mail, or by facsimile transmission or other form of electronic transmission, by or at the direction of the chairman of the board, the president, the secretary, or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to he delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the record of the shareholders of the Corporation, with postage thereon prepaid.

In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called. In the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted unless such a statement is required by the Act.

When an annual or special meeting is adjourned to a different date, time, and place, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken; provided, however, that if a new record date for the adjourned meeting is or must be set, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.

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The record date for determining the shareholders entitled to notice of and to vote at an annual or special meeting shall be fixed as provided in Section 4 of Article VIII.

SECTION 6. Waiver of Notice: A shareholder may waive notice of any meeting either before or after such meeting. Such waiver shall be in writing, signed by the shareholder, and filed with the minutes or corporate records. A shareholder’s attendance at a meeting (i) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before it is voted upon.

SECTION 7. Shareholder List: Commencing two (2) business days after notice of a meeting of shareholders is given and continuing through such meeting, the secretary of the Corporation shall maintain at the principal office of the Corporation an alphabetical list of the shareholders entitled to vote at such meeting, arranged by voting group, with the address of and number of shares held by each. This list shall be subject to inspection by any shareholder or his or her agent or attorney at any time during usual business hours and may be copied at the shareholder’s expense.

The Corporation shall make the shareholder list available at the annual meeting of shareholders, and any shareholder, personally or by or with his or her representative, is entitled to inspect the list at any time during the meeting or any adjournment thereof. The Corporation is not required to make the list available through electronic or other means of remote communication to a shareholder or proxy attending the annual meeting by remote communication pursuant to Section 55-7-08 of the General Statutes of North Carolina.

SECTION 8. Quorum: A majority of the votes entitled to be cast on a matter by any voting group, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by a majority of the votes voting on the motion to adjourn; and at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

SECTION 9. Proxies: Shares may be voted either in person or by one or more agents authorized by a written proxy executed by the shareholder or by his or her duly authorized attorney in fact. A proxy may take the form of a telegram, telex, facsimile, or other form of wire or wireless communication which appears to have been transmitted by a shareholder. A proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. A proxy is not valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifies therein the length of time for which it is to continue in force or limits its use to a particular meeting.

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SECTION 10. Voting of Shares: Subject to the provisions of Section 4 of Article IV, the articles of incorporation, and the Act, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Except for the election of directors, which is governed by the provisions of Section 3 of Article IV, if a quorum is present, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast against the action, unless the vote of a greater number is required by the Act, the articles of incorporation, or these bylaws.

Shares of the Corporation are not entitled to vote if (i) they are owned, directly or indirectly, by the Corporation, unless they are held by it in a fiduciary capacity, (ii) they are owned, directly or indirectly, by a second corporation in which the Corporation owns a majority of the shares entitled to vote for directors of the second corporation, or (iii) they are redeemable shares and (x) notice of redemption has been given and (y) a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price upon surrender of the shares.

SECTION 11. Informal Action by Shareholders: Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons who would be entitled to vote upon such action at a meeting and is delivered to the Corporation to be included in the minutes or to be kept as part of the corporate records.

SECTION 12. Corporation’s Acceptance of Votes: If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the Corporation is entitled to accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder.

If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the Corporation is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder if (i) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity, (ii) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment, (iii) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of its status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment, (iv) the name signed purports to be that of a beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment, or (v) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

The Corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes has a reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

SECTION 13. Number of Shareholders: The following persons or entities identified as a shareholder in the Corporation’s current record of shareholders constitute one shareholder for purposes of these bylaws: (i) all co-owners of the same shares; (ii) a corporation, partnership, trust, estate, or other entity; and (iii) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.

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Shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1. General Powers: All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its board of directors.

SECTION 2. Number, Term, and Qualifications: The number of directors constituting the board of directors shall be not less than one (1) nor more than four (4). The number of directors within this variable range may be fixed or changed from time to time by the shareholders or the board of directors. Each director shall hold office until his or her death, resignation, retirement, removal, disqualification, or until his or her successor is elected and qualified. Directors need not be residents of the State of North Carolina or shareholders of the Corporation.

SECTION 3. Election of Directors: Except as provided in Section 6 of this Article, the directors shall be elected at the annual meeting of shareholders, and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, the election of directors shall be by ballot.

SECTION 4. No Cumulative Voting: The shareholders of the Corporation shall have no right to cumulate their votes for the election of directors.

SECTION 5. Removal: Any director, or the entire board of directors, may be removed from office at any time, with or without cause, but only if the number of votes cast to remove such director exceeds the number of votes cast not to remove him or her. If a director is elected by a voting group of shareholders, only members of that voting group may participate in the vote to remove such director. A director may not be removed by the shareholders at a meeting unless the notice of the meeting specifies such removal as one of its purposes. If any directors are removed, new directors may be elected at the same meeting.

SECTION 6. Vacancies: Any vacancy occurring in the board of directors, including, without limitation, a vacancy resulting from an increase in the number of directors or from the failure by the shareholders to elect the full authorized number of directors, shall be filled by the shareholders or the board of directors. If such vacancy is to be filled by the board of directors, and if the directors remaining in office constitute fewer than a quorum of the board, such vacancy may be filled by the affirmative vote of a majority of the remaining directors or by the sole remaining director. If the vacant office was held by a director elected by a voting group of shareholders, only the remaining director or directors elected by that voting group or the holders of shares of that voting group are entitled to fill the vacancy. The term of a director elected to fill a vacancy shall expire at the next shareholders’ meeting at which directors are elected.

SECTION 7. Chairman of the Board: There may be a chairman of the board of directors elected by the directors from their number at any meeting of the board. The chairman shall preside at all meetings of the board of directors and perform such other duties as may be directed by the board.

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SECTION 8. Compensation: The board of directors may provide for the compensation of directors for their services as such and for the payment of any or all expenses incurred by them in connection with such services.

SECTION 9. Committees: The board of directors may create an executive committee and other committees of the board, each of which shall have at least two (2) members, all of whom shall be directors. The creation of a committee and the appointment of members to it must be approved by a majority of all the directors in office when the action is taken. Each committee may, as specified by the board of directors, exercise some or all of the authority of the board, except that a committee may not (i) authorize distributions, (ii) approve or propose to shareholders action that the Act requires to be approved by shareholders, (iii) fill vacancies on the board of directors or on any of its committees, (iv) amend the articles of incorporation pursuant to the Act or its successor, (v) adopt, amend, or repeal bylaws, or (vi) approve a plan of merger not requiring shareholder approval. The provisions of Article V, which govern meetings of the board of directors, shall likewise apply to meetings of any committee of the board.

ARTICLE V

MEETINGS OF DIRECTORS

SECTION 1. Regular Meetings: A regular meeting of the board of directors shall be held immediately after, and at the same place as, the annual meeting of the shareholders. In addition, the board of directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

SECTION 2. Special Meetings: Special meetings of the board of directors may be called by or at the request of the president or any director. Such meetings may be held either within or without the State of North Carolina, as fixed by the person or persons calling the meeting.

SECTION 3. Notice of Meetings: Regular meetings of the board of directors may be held without notice. The person or persons calling a special meeting of the board of directors shall, at least five (5) days before the meeting, give notice of the meeting by any usual means of communication, including by telephone, telegraph, teletype, mail, private carrier, facsimile transmission, or other form of wire or wireless communication. Such notice may be oral and need not specify the purpose for which the meeting is called.

SECTION 4. Waiver of Notice: Any director may waive notice of any meeting either before or after such meeting. Such waiver shall be in writing, signed by the director, and filed with the minutes or corporate records; provided, however, that a director’s attendance at or participation in a meeting waives any required notice of such meeting, unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

SECTION 5. Quorum: A majority of the number of directors fixed by or pursuant to these bylaws shall constitute a quorum for the transaction of business at any meeting of the board of directors.

SECTION 6. Manner of Acting: The affirmative vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is required by the articles of incorporation or these bylaws.

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SECTION 7. Presumption of Assent: A director of the Corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless (i) he or she objects at the beginning of the meeting (or promptly upon his or her arrival) to holding it or transacting business at the meeting, (ii) his or her dissent or abstention from the action taken is entered in the minutes of the meeting, or (iii) he or she files written notice of his or her dissent or abstention with the presiding officer of the meeting before its adjournment or with the Corporation immediately after adjournment of the meeting. This right of dissent or abstention is not available to a director who votes in favor of the action taken.

SECTION 8. Participation in Meetings: Any or all of the directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.

SECTION 9. Action Without Meeting: Action which may be taken at a board of directors meeting may be taken without a meeting if the action is taken by all members of the board and is evidenced by one or more written consents (including by electronic mail or in any other electronic form and delivered by electronic means), signed by each director before or after such action, describing the action taken and included in the minutes or filed with the corporate records. Such action is effective when the last director signs the consent, unless the consent specifies a different effective date.

ARTICLE VI

OFFICERS

SECTION 1. Officers of the Corporation: The officers of the Corporation may consist of a president, secretary, treasurer, and such vice presidents, assistant secretaries, assistant treasurers, and other officers as the board of directors may from time to time appoint. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.

SECTION 2. Appointment and Term: The officers of the Corporation shall be appointed by the board of directors. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors. Each officer shall hold office until his or her death, resignation, retirement, removal, disqualification, or until his or her successor is appointed and qualifies. The appointment of an officer does not itself create contract rights for either the officer or the Corporation.

SECTION 3. Compensation of Officers: The compensation of officers of the Corporation shall be fixed by or under the authority of the board of directors. No officer shall receive compensation for serving the Corporation in any other capacity unless such additional compensation be authorized by the board of directors.

SECTION 4. Resignation and Removal: An officer may resign at any time by communicating his or her resignation to the Corporation. A resignation is effective when it is communicated unless it specifies in writing a later date. If a resignation is made effective as of a later date and the Corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer. Any officer or agent appointed by the board of directors may be removed by the board at any time, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

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SECTION 5. Bonds: The board of directors may by resolution require any officer, agent, or employee of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his or her respective office or position, and to comply with such other conditions as may from time to time be required by the board of directors.

SECTION 6. President: The President shall be the principal or chief executive officer of the Corporation, shall have general authority and supervision over the officers and employees of the Corporation, and shall perform such other duties as may be prescribed from time to time by the board of directors. He or she shall have the authority to sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments that the board of directors has authorized to be executed, except in cases where the signing and execution of such contracts or instruments shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation or shall be required by the Act to be otherwise signed or executed.

SECTION 7. Vice Presidents: In the absence of the President, the Vice Presidents in the order of their length of service as Vice Presidents, unless otherwise determined by the board of directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon that office. Any Vice President may sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments that the board of directors has authorized to be executed, except in cases where the signing and execution of such documents or instruments shall be expressly delegated by the board of directors or these bylaws to some other officer or agent of the Corporation or shall be required by the Act to be otherwise signed or executed. A Vice President shall perform such other duties as from time to time may be assigned to him or her by the President or the board of directors.

SECTION 8. Secretary: The Secretary shall (i) keep the minutes of the meetings of shareholders, of the board of directors, and of all committees of the board in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (iv) keep a register of the mailing address of each shareholder that shall be furnished to the secretary by such shareholder; (v) sign, with the President, or a Vice President, certificates for shares, the issuance of which shall have been authorized by resolution of the board of directors; (vi) have general charge of the stock transfer books of the Corporation; (vii) keep or cause to be kept in the State of North Carolina at the Corporation’s principal office a record of the Corporation’s shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each, and prepare or cause to be prepared a shareholder list prior to each meeting of shareholders as required by the Act; (viii) maintain and authenticate the books and records of the Corporation; (ix) with the assistance of the Treasurer and other officers, prepare and deliver to the Corporation’s shareholders such financial statements, notices, and reports as may be required by Section 55-16-20 (or its successor) of the General Statutes of North Carolina; (x) prepare and file with the North Carolina Secretary of State the annual report required by Section 55-16-22 (or its successor) of the General Statutes of North Carolina; and (xi) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or the board of directors.

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SECTION 9. Assistant Secretaries: In the absence of the Secretary, the Assistant Secretaries in the order of their length of service as Assistant Secretary, unless otherwise determined by the board of directors, shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. They shall perform such other duties as may be assigned .to them by the Secretary, the President, or the board of directors. Any Assistant Secretary may sign, with the President or a Vice President, certificates for shares.

SECTION 10. Treasurer: The Treasurer shall (i) have charge and custody of and be responsible for all funds and securities of the Corporation; (ii) receive and give receipts for monies due and payable to the Corporation from any source whatsoever and deposit all such monies in accordance with the provisions of Section 4 of Article VII; (iii) prepare, or cause to be prepared, annual financial statements in accordance with Section 3 of Article IX; and (iv) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the board of directors. The Treasurer may sign, with the President or a Vice President, certificates for shares.

SECTION 11. Assistant Treasurer: In the absence of the Treasurer, the Assistant Treasurers, in the order of their length of service as Assistant Treasurer, unless otherwise determined by the board of directors, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. They shall perform such other duties as may be assigned to them by the Treasurer, the President, or the board of directors. Any Assistant Treasurer may sign, with the President or a Vice President, certificates for shares.

ARTICLE VII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts: The board of directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks and Drafts: All checks, drafts, or other orders for the payment of money issued in the name of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as shall from time to time be determined by the board of directors.

SECTION 4. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the board of directors shall direct.

ARTICLE VIII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares: Shares may, but need not, be represented by certificates. If certificates are issued, they shall be in such form as the board of directors shall determine; provided that, at a minimum, each certificate shall state on its face (i) the name of the Corporation and that it is organized

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under the laws of North Carolina, (ii) the name of the person to whom issued, and (iii) the number and class of shares and the designation of the series, if any, the certificate represents. If the Corporation issues certificates for shares of preferred stock, the designations, relative rights, preferences, and limitations applicable to that class, and the variations in rights, preferences, and limitations for each series within that class (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate; alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish the shareholder this information in writing and without charge. Certificates shall be signed, either manually or in facsimile, by the President or any Vice President and the Secretary or any Assistant Secretary or the Treasurer or any Assistant Treasurer. They shall be consecutively numbered or otherwise identified and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.

SECTION 2. Transfer of Shares: Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record, by his or her legal representative (who shall furnish proper evidence of authority to transfer), or by his or her attorney (whose authority shall be evidenced by a power of attorney duly executed and filed with the Secretary), and only upon surrender for cancellation of the certificates for such shares.

SECTION 3. Fixing Record Date: For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, to demand a special meeting, to vote, to take any other action, or to receive payment, or for any other purpose, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such record date in any case to be not more than seventy (70) days, and, in case of a meeting of shareholders, not less than ten (10) days, before the date on which the particular action requiring such determination of shareholders is to be taken.

When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment of such meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

SECTION 4. Lost Certificates: The board of directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing the issuance of a new certificate, the board of directors may require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed, or the board of directors may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

SECTION 5. Reacquired Shares: The Corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares.

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ARTICLE IX

GENERAL PROVISIONS

SECTION 1. Distributions: The board of directors may from time to time declare, and the Corporation may make, distributions on its outstanding shares in the manner and subject to the terms and conditions provided by the Act and by the articles of incorporation.

SECTION 2. Seal: The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the Corporation and in the center of which is inscribed “CORPORATE SEAL” or “SEAL,” and which shall have such other characteristics as the board of directors may determine.

SECTION 3. Records and Reports: All of the Corporation’s records shall be maintained in written form or in another form capable of conversion into written form within a reasonable time.

The Corporation shall keep as permanent records minutes of all meetings of its incorporators, shareholders, and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors.

The Corporation shall keep a copy of the following records at its principal office: (i) the articles of incorporation and all amendments to them currently in effect; (ii) these bylaws and all amendments to them currently in effect; (iii) resolutions adopted by the board of directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations (if shares issued pursuant to those resolutions are outstanding); (iv) the minutes of all meetings of shareholders and records of all actions taken by shareholders without a meeting during the past three years; (v) all written communications to shareholders generally within the past three years; (vi) the annual financial statements described below prepared during the past three years; (vii) a list of the names and business addresses of the Corporation’s current directors and officers; and (viii) the Corporation’s most recent annual report delivered to the North Carolina Secretary of State.

The Corporation shall prepare and make available to its shareholders annual financial statements for the Corporation and its subsidiaries that (i) include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for the year and (ii) are accompanied by either (x) a report of a public accountant on the annual financial statements or (y) a statement by the Treasurer stating his reasonable belief whether the annual financial statements were prepared on the basis of generally accepted accounting principles (and, if not, describing the basis of preparation) and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. These annual financial statements, or a written notice of their availability, shall be mailed to each shareholder within one hundred twenty (120) days after the close of each fiscal year of the Corporation. On written request from a shareholder who was not mailed the annual financial statements, the Corporation shall mail to him or her the latest such statements.

The Corporation shall also prepare and file with the North Carolina Secretary of State an annual report in such form as required by Section 55-16-22 (or its successor) of the General Statutes of North Carolina.

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SECTION 4. Indemnification: Any person who at any time serves or has served as a director or officer of the Corporation, or at the request of the Corporation is or was serving as an officer, director, agent, partner, trustee, administrator, or employee for any other foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, shall be indemnified by the Corporation to the fullest extent from time to time permitted by law in the event he or she is made, or is threatened to be made, a party to any threatened, pending, or completed civil, criminal, administrative, investigative, or arbitrative action, suit, or proceeding and any appeal therein (and any inquiry or investigation that could lead to such action, suit, or proceeding), whether or not brought by or on behalf of the Corporation, seeking to hold him or her liable by reason of the fact that he or she is or was acting in such capacity. In addition, the board may provide such indemnification for the employees and agents of the Corporation as it deems appropriate.

The rights of those receiving indemnification hereunder shall, to the fullest extent from time to time permitted by law, cover (i) reasonable expenses, including without limitation all attorneys’ fees actually and necessarily incurred by him or her in connection with any such action, suit, or proceeding, (ii) all reasonable payments made by him or her in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he or she may have become liable in such action, suit, or proceeding, and (iii) all reasonable expenses incurred in enforcing the indemnification rights provided herein.

Expenses incurred by anyone entitled to receive indemnification under this section in defending a proceeding may be paid by the Corporation in advance of the final disposition of such proceeding as authorized by the board of directors in the specific case or as authorized or required under any provisions in the bylaws or by any applicable resolution or contract upon receipt of an undertaking by or on behalf of the indemnified person to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation against such expenses.

The board of directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him or her.

Any person who at any time serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of such repeal or modification. The rights provided for herein shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this bylaw.

The rights granted herein shall not be limited by the provisions contained in Section 55-8-51 (or its successor) of the General Statutes of North Carolina.

SECTION 5. Fiscal Year: The fiscal year of the Corporation shall be fixed by the board of directors.

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SECTION 6. Amendments:

(a) The board of directors may amend or repeal these bylaws, except to the extent otherwise provided in the articles of incorporation, a bylaw adopted by the shareholders, or the Act, and except that a bylaw adopted, amended, or repealed by the shareholders may not be readopted, amended, or repealed by the board of directors if neither the articles of incorporation nor a bylaw adopted by the shareholders authorizes the board of directors to adopt, amend, or repeal that particular bylaw or the bylaws generally.

(b) The Corporation’s shareholders may adopt, amend, alter, change, or repeal any of these bylaws consistent with the provisions of Section 10 of Article III.

(c) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed (i) if originally adopted by the shareholders, only by the shareholders, unless the bylaw permits amendment or repeal by the board of directors, or (ii) if originally adopted by the board of directors, either by the shareholders or by the board of directors.

(d) A bylaw referred to in Subsection (c) above (i) may not be adopted by the board of directors by a vote of less than a majority of the directors then in office and (ii) may not itself be amended by a quorum or vote of the directors less than the quorum or vote therein prescribed or prescribed by a bylaw adopted or amended by the shareholders.

(e) A bylaw adopted or amended by the shareholders that fixes a greater voting or quorum requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

SECTION 7. Emergencies: In anticipation of or during an emergency, the board of directors may (i) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent and (ii) relocate the principal office or designate alternative principal or regional offices, or authorize the officers to do so.

During an emergency, (i) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio, and (ii) one or more officers present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

SECTION 8. Electronic Transactions: The Corporation may conduct any transaction or transactions by electronic means, and this provision shall constitute the agreement by the Corporation, its shareholders, and directors to the conduct of transactions by electronic means.

SECTION 9. Severability: Should any provision of these bylaws become ineffective or be declared to be invalid for any reason, such provision shall be severable from the remainder of these bylaws and all other provisions of these bylaws shall continue to be in full force and effect.

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CERTIFICATION BY SECRETARY

I, the undersigned, being the Secretary of the Corporation do HEREBY CERTIFY THAT the foregoing are the Bylaws of said Corporation, as adopted by the board of directors of said Corporation on the 15^th day of December, 2005.

/s/ Beverly Rubin

Beverly Rubin, Secretary

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EX-3.39

Exhibit 3.39

ARTICLES OF INCORPORATION

OF

QUINTILES PHASE ONE SERVICES, INC.

The undersigned, a natural person, for the purpose of incorporating or organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the Kansas General Corporation Code, as amended and supplemented, does hereby adopt the following Articles of Incorporation.

FIRST: The name of the corporation (hereinafter called the “corporation’’) is Quintiles Phase One Services, Inc.

SECOND: The address, including street, number, city, and county, of the registered office of the corporation in the State of Kansas is c/o The Corporation Company, 515 South Kansas Avenue, Topeka, Kansas 66603.

THIRD: The nature of the business and of the purposes to be conducted and promoted by the corporation is to engage in any lawful act or activity for which corporations may be incorporated or organized under the Kansas General Corporation Code.

FOURTH: The total number of shares of stock which the corporation shall have authority to issue is ten thousand (10,000) shares of Common Stock, $.01 par value per share.

FIFTH: The name and the mailing address of the incorporator are as follows:

NAME	MAILING ADDRESS
Denelle J. Waynick, Esq.	c/o Gibbons, Del Deo, Dolan Griffinger & Vecchione One Riverfront Plaza Newark, New Jersey 07102

SIXTH: The names and addresses of the initial Board of Directors who shall serve as directors until the first annual meeting of the stockholders or until their successors are elected and qualify are:

NAME	MAILING ADDRESS
James Bierman	c/o Quintiles Transnational 4709 Creekstone Drive Suite 200 Durham, North Carolina 27703

Joseph Clancy	c/o Quintiles Transnational 4709 Creekstone Drive Suite 200 Durham, North Carolina 27703
John Russell	c/o Quintiles Transnational 4709 Creekstone Drive Suite 200 Durham, North Carolina 27703

SEVENTH: The corporation is to have perpetual existence.

EIGHTH: The personal liability of the directors of the corporation is eliminated to the fullest extent permitted by paragraph (8) of subsection (b) of Section 17-6002 of the Kansas General Corporation Code, as the same may be amended and supplemented.

NINTH: The corporation shall, to the fullest extent permitted by Section 17-6305 of the Kansas General Corporation Code, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

TENTH: From time to time any of the provisions of these Articles of Incorporation may be amended, altered, or repealed, and other provisions authorized by the Kansas General Corporation Code at the time in force may be added or inserted in the manner and at the time prescribed by said Kansas General Corporation Code, and all rights at any time conferred upon the stockholders of the corporation by these Articles of Incorporation are granted subject to the provisions of this Article TENTH.

	KANSAS SECRETARY OF STATE Limited Liability Company Certificate of Amendment
Kansas Office of the Secretary of State:
Memorial Hall, 1st Floor 120 S.W. 10th Avenue Topeka, KS 66612-1594		(785) 296-4564 kssos@sos.ks.gov www.sos.ks.gov

This form must be complete and accompanied by the correct filling fee or the document will not be accepted for filling.

1.	Business entity ID number Not Federal Employer ID Number (FEIN).	2923998
2.	Name of limited liability company Must match name on record with Secretary of State.	Quintiles Phase One Services, LLC
3.	The limited liability company amends its articles of organization as follows:
Article I of the Articles of Organization are amended to read in its entirety as follows:
“I. The name of the limited liability company is IQVIA Phase One Services LLC.”

 

4.	Future Effective date Must be within 90 days of billing date.	☒ Upon filing       ☐ Future effective date:	Month	Day	Year
5.	I declare under penalty of perjury under the laws of the state of Kansas that the foregoing is true and correct, and that I have remitted the required fee.
Signature of Authorized Person /s/ James H. Erlinger III			Month 11	Day	Year 2017
Name of Signature (Printed or Typed)
James H. Erlinger III, President
Phone Number (919) 998-2000

1/1 K.S.A 17-7674, 17-78, 124 Rev. 04/21/15 to

EX-3.40

Exhibit 3.40

Now known as IQVIA Phase One Services LLC

Quintiles Phase One Services, LLC

Limited Liability Company Agreement

THIS LIMITED LIABILITY COMPANY AGREEMENT of Quintiles Phase One Services, LLC (the “Company”), a limited liability company organized pursuant to the Kansas Limited Liability Company Act, is executed effective as of December 31, 2011 by and between the Company and its sole Member, Quintiles, Inc., a North Carolina corporation.

ARTICLE I

FORMATION OF THE COMPANY

1.1. Formation. The Company was formed on December 31, 2011, upon the filing with the Secretary of State a Certificate of Formation of the Company.

1.2. Name. The name of the Company is Quintiles Phase One Services, LLC. The Member may change the name of the Company from time to time, provided appropriate amendments to this Agreement and the Certificate of Formation and necessary filings under the Act are first obtained.

1.3. Registered Office and Registered Agent. The Company’s registered office within the State of Kansas and its registered agent at such address shall be as determined from time to time by the Member.

1.4. Principal Place of Business. The principal place of business of the Company shall be at such place or places as the Member may from time to time deem necessary or advisable.

1.5. Purposes and Powers.

(a) The purpose of the Company shall be to engage in any lawful business for which limited liability companies may be organized under the Act.

(b) The Company shall have any and all powers that are necessary or desirable to carry out the purposes and business of the Company, to the extent the same may be legally exercised by limited liability companies under the Act.

1.6. Term. The Company shall continue in existence until the Company is dissolved and its affairs wound up in accordance with the provisions of this Agreement or the Act.

1.7. Nature of Member’s Interest. The interests of the Member in the Company shall be personal property for all purposes. Legal title to all Company assets shall be held in the name of the Company. Neither the Member nor a successor, representative, or assign of the Member, shall have any right, title, or interest in or to any Company property.

1.8 Status of the Company. Solely for federal and state tax purposes and pursuant to Treasury Regulations Section 301.7701, the Member and the Company intend the Company to be disregarded as an entity that is separate from the Member. For all other purposes (including, without limitation, limited liability protection for the Member from Company liabilities), however, the Member and the Company intend the Company to be respected as a separate legal entity that is separate and apart from the Member. The Company shall be specifically identified as “Quintiles Phase One Services, LLC” in all writings, including stationery, invoices, business cards and checks. The Company’s property and financial accounts shall be completely separate from and not commingled with the property or accounts of the Member.

ARTICLE II

DEFINITIONS

The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):

“Act” means the Kansas Limited Liability Company Act, as amended from time to time.

“Additional Member” means any Person admitted to membership in the Company in addition to the Member.

“Agreement” means this Limited Liability Company Agreement, as it may be amended from time to time.

“Capital Contribution” means all contributions of cash or property made by a Member or the Member’s predecessor in interest.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State, as amended or restated from time to time.

“Distribution’’ means any money or other property distributed to the Member with respect to the Member’s Membership Interest, but shall not include any payment to the Member for materials or services rendered or any reimbursement to the Member for expenses incurred by the Member in accordance with this Agreement.

“Member” means Quintiles, Inc. or any other Person who succeeds to its entire Membership Interest in the Company in accordance with this Agreement or the Act.

“Membership Interest” means all of the Member’s rights in the Company, including without limitation, the Member’s right to receive Distributions, any right to vote, and any right to participate in the management of the Company as provided in the Act and this Agreement.

“Person” means an individual, a trust, an estate, a domestic corporation, a foreign corporation, a professional corporation, a partnership, a limited partnership, a limited liability company, a foreign limited liability company, an unincorporated association, or another entity.

“Secretary of State” means the Secretary of State of Kansas.

“Transfer” means sell, assign, transfer, lease, or otherwise dispose of property, including without limitation an interest in the Company

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“Treasury Regulations” means the Income Tax Regulations and Temporary Regulations promulgated under the Internal Revenue Code of 1986, as amended, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE III

MANAGEMENT OF THE COMPANY

The Member shall be solely responsible for the management of the Company and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf, and to sign for it or on its behalf or otherwise to bind the Company. The Member may delegate responsibility for the day-to-day management of the Company to any Person retained by the Member who shall have and exercise on behalf of the Company all powers and rights necessary or convenient to carry out such management responsibilities.

ARTICLE IV

LIMITATION ON LIABILITY

The Member shall not be required to make any contribution to the capital of the Company, nor shall the Member in his capacity as such be bound by, or personally liable for, any expense, liability, or obligation of the Company except to the extent of his interest in the Company and the obligation to return Distributions made to him under certain circumstances as required by the Act. The Company shall indemnify the Member to the fullest extent permitted or required by the Act, as amended from time to time, and the Company may advance expenses incurred by the Member, provided the Member shall reimburse the Company for such advance in the event it is ultimately determined that the Member is not entitled to be indemnified by the Company against such expenses.

ARTICLE V

DISTRIBUTIONS

5.1. Interim Distributions. The Company may make Distributions to the Member at such times as the Member shall determine.

5.2. Distribution in Liquidation. Upon liquidation of the Company, liquidation proceeds shall be distributed in accordance with the provisions of Section 7.2.

5.3. Limitations upon Distributions. No Distribution shall be declared and paid if payment of such Distribution would cause the Company to violate any limitation on distributions provided in the Act.

ARTICLE VI

TRANSFER OF INTERESTS AND ADMISSION OF MEMBERS

The Member may at any time Transfer all but not less than all of its Membership Interest. The Transferee of the Member’s entire Membership Interest shall become a member of the Company and the transferring Member shall cease to be a member of the Company upon consummation of the Transfer, provided that the transferring Member shall have the right to such information as may be necessary for the computation of the transferring Member’s federal and state income tax liability for the year of the Transfer. The Member may not Transfer less than all of its Membership Interest and the Company shall not admit any Person as an Additional Member without appropriate amendments to this Agreement to reflect the change in the Company’s income tax classification that would result from such Transfer or admission.

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ARTICLE VII

DISSOLUTION AND LIQUIDATION OF THE COMPANY

7.1. Dissolution Events. The Company will be dissolved upon the happening of any of the following events;

(a) All or substantially all of the assets of the Company are sold, exchanged, or otherwise transferred (unless the Member has elected to continue the business of the Company);

(b) The Member elects to dissolve the Company;

(c) The entry of a final judgment, order, or decree of a court of competent jurisdiction adjudicating the Company to be bankrupt and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal;

(d) The entry of a decree of judicial dissolution or the issuance of a certificate for administrative dissolution under the Act.

7.2. Liquidation. Upon the happening of any of the events specified in Section 7.1, the Member, or any liquidating trustee elected by the Member, will commence as promptly as practicable to wind up the Company’s affairs unless the Member or the liquidating trustee (either, the “Liquidator”) determines that an immediate liquidation of Company assets would cause undue loss to the Company, in which event the liquidation may be deferred for a time determined by the Liquidator to be appropriate. Assets of the Company may be liquidated or distributed in kind, as the Liquidator determines to be appropriate. The proceeds from liquidation of the Company, including repayment of any debts of the Member to the Company, and any Company assets that are not sold in connection with the liquidation will be applied in the following order of priority:

(a) To payment of the debts and satisfaction of the other obligations of the Company, including without limitation debts and obligations to the Member;

(b) To the establishment of any reserves deemed appropriate by the Liquidator for any liabilities or obligations of the Company, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the Liquidator deems appropriate, will be distributed in the manner provided in Section 7.2(c); and thereafter

(c) To the Member.

7.3. Certificate of Cancellation. Upon the dissolution and commencement of the winding up of the Company, the Member shall cause a Certificate of Cancellation to be executed on behalf of the Company and filed with the Secretary of State, and the Member shall execute; acknowledge, and file any and all other instruments necessary or appropriate to reflect the dissolution of the Company.

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ARTICLE VIII

MISCELLANEOUS

8.1. Records. The records of the Company will be maintained at the Company’s principal place of business, or at such other place selected by the Member, provided that the Company keep at its principal place of business the records required by the Act to be maintained there.

8.2. Amendments. This Agreement may be amended only by a writing signed by the Member and the Company.

8.3. Survival of Rights. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.

8.4. Interpretation and Governing Law. When the context in which words are used in this Agreement indicates that such is the intent, words in the singular number shall include the plural and vice versa. The masculine gender shall include the feminine and neuter. The Article and Section headings or titles shall not define, limit, extend, or interpret the scope of this Agreement or any particular Article or Section. This Agreement shall be governed and construed in accordance with the laws of the State of Kansas without giving effect to the conflicts of laws provisions thereof.

8.5. Severability. If any provision, sentence, phrase, or word of this Agreement or the application thereof to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provision, sentence, phrase, or word to persons or circumstances, other than those as to which it is held invalid, shall not be affected thereby.

8.6. Creditors Not Benefited. Nothing in this Agreement is intended to benefit any creditor of the Company or of the Member. No creditor of the Company or of the Member will be entitled to require the Member to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company or the Member may have against the Member, whether arising under this Agreement or otherwise.

[signature page follows]

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IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company, has caused this Agreement to be duly adopted by the Company and does hereby assume and agree to be bound by and to perform all of the terms and provisions set forth in this Agreement.

THE COMPANY:		THE MEMBER:
QUINTILES PHASE ONE SERVICES, LLC,		QUINTILES, INC.,
a Kansas limited liability company		a North Carolina corporation
By:	QUINTILES, INC.,	By:	/s/ Kim Rose
	a North Carolina corporation	Name:	Kim Rose
By:	/s/ Beverly Rubin	Title:	Assistant Secretary
Name:	Beverly Rubin
Title:	Vice President

[Signature page to Quintiles Phase One Services, LLC

Limited Liability Company Agreement]

EX-3.41

Exhibit 3.41

ARTICLES OF INCORPORATION

OF

Quintiles Asia, Inc.

Pursuant to Section 55-2-02 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Incorporation for the purpose of forming a business corporation.

1. The name of the corporation is Quintiles Asia, Inc.

2. The number of shares the corporation is authorized to issue is 25,000. These shares shall be all of one class, designated as common stock par value $1.00 per share.

3. The street address and county of the initial registered office of the corporation is 1007 Slater Road, Wake County, Morrisville, N. C. 27560.

4. The mailing address if different from the street address of the initial registered office of the corporation is Quintiles Asia, Inc., P. O. Box 13979, Research Triangle Park, NC 27709.

5. The name of the initial registered agent is Dr. Dennis B. Gillings.

6. The following additional provisions are included in these Articles of Incorporation:

(a) Except to the extent that the North Carolina General Statutes prohibit such limitation or elimination of liability of directors for breaches of duty, no director of the corporation shall have any personal liability arising out of an action whether by or in the right of the corporation or otherwise for monetary damages for breach of any duty as a director. No amendment to or repeal of this article shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. The provisions of this article shall not be deemed to limit or preclude indemnification of a director by the corporation for any liability that has not been eliminated by the provisions of this article.

(b) Shareholders of the corporation have the right to cumulate their votes in the election of directors of the corporation.

7. The name and address of the incorporator is Spruillco, Ltd. P. O. Box 10096, Raleigh, N. C. 27605.

This the 8 day of June, 1993.

Spruillco, Ltd.
By:	/s/ William P. Few
	William P. Few, Vice President

QUINTILES ASIA, INC.

ARTICLES OF AMENDMENT

Pursuant to Section 55-10-06 of the North Carolina Business Corporation Act, the undersigned corporation, Quintiles Asia, Inc. (the “Corporation”) hereby submits these Articles of Amendment for the purpose of amending its Articles of Incorporation:

1. The name of the corporation is Quintiles Asia, Inc.

2. Article 1 of the Articles of Incorporation of the Corporation is hereby amended to read as follows:

“1. The name of the corporation is IQVIA RDS Asia Inc.”

3. The foregoing amendment was proposed and recommended by the sole Director of the Corporation and approved and adopted by the sole shareholder of the Corporation in accordance with the provisions of Chapter 55 of the North Carolina General Statutes and the Corporation’s Articles of Incorporation. The date of adoption was November 6, 2017.

4. These articles will become effective upon filing.

IN WITNESS WHEREOF, I have hereunto set my hand this 6^th day of November, 2017.

QUINTILES ASIA, INC.
By:	/s/ James H. Erlinger III
	Name: James H. Erlinger III
	Title: Executive Officer

EX-3.42

Exhibit 3.42

Now known as IQVIA RDS Asia Inc.

AMENDED AND RESTATED

BYLAWS

OF

QUINTILES ASIA, INC.

ARTICLE I

DEFINITIONS

In these bylaws, unless otherwise provided, the following terms shall have the following meanings:

1. “Act” shall mean the North Carolina Business Corporation Act as codified in Chapter 55 of the North Carolina General Statutes effective July 1, 1990, and as amended from time to time;

2. “Articles of Incorporation” shall mean the Corporation’s articles of incorporation, including amended and restated articles of incorporation and articles of merger;

3. “Corporation” shall mean Quintiles Asia, Inc.;

4. “Distribution” shall mean a direct or indirect transfer of money or other property (except the Corporation’s own shares) or incurrence of indebtedness by the Corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend, a purchase, redemption, or other acquisition of shares, a distribution of indebtedness, or otherwise;

5. “Emergency” shall mean a catastrophic event which prevents a quorum of the board of directors from being readily assembled;

6. “Shares” shall mean the units into which the proprietary interests in the Corporation are divided; and

7. “Voting group” shall mean all shares of one or more classes or series that under the articles of incorporation or the Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or the Act to vote generally on a matter are for that purpose a single voting group.

ARTICLE II

OFFICES

SECTION 1. Principal Office: The principal office of the Corporation shall be located at 4709 Creekstone Drive, Riverbirch Building, Suite 300, Durham, Durham County, North Carolina 27703, or at such other place as may be determined from time to time by the directors.

SECTION 2. Registered Office: The registered office of the Corporation shall be located at 225 Hillsborough Street, Raleigh, North Carolina 27603.

SECTION 3. Other Offices: The Corporation may have offices at such other places, either within or without the State of North Carolina, as the board of directors may from time to time determine, or as the affairs of the Corporation may require.

ARTICLE III

MEETINGS OF SHAREHOLDERS

SECTION 1. Place of Meetings: All meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or as may be agreed upon by a majority of the shareholders entitled to vote at the meeting.

SECTION 2. Annual Meeting: The annual meeting of shareholders for the election of directors and the transaction of other business shall be held annually in any month on any day (except Saturday, Sunday or a legal holiday) as fixed by the board of directors.

SECTION 3. Substitute Annual Meeting: If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called by the board of directors or the president. A meeting so called shall be designated and treated for all purposes as the annual meeting.

SECTION 4. Special Meetings: Special meetings of the shareholders may be called at any time by the board of directors or the president. In addition, special meetings may be called at any time by the shareholders if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the secretary a written demand for the meeting describing the purpose or purposes for which it is to be held; provided, however, the shareholders shall not have such right to call a special meeting if the Corporation has a class of shares registered under Section 12 of the Securities Exchange Act of 1934, as amended. Only business within the purpose or purposes described in the meeting notice specified in Section 5 of this Article may be conducted at a special meeting of shareholders.

SECTION 5. Notice of Meeting: Written or printed notice stating the time and place of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of any shareholders’ meeting, either personally, by mall, by telegraph, by teletype, or by facsimile transmission, by or at the direction of the chairman of the board, the president, the secretary, or other person calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the record of the shareholders of the Corporation, with postage thereon prepaid.

In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called. In the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted unless such a statement is required by the Act.

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When an annual or special meeting is adjourned to a different date, time, and place, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken; provided, however, that if a new record date for the adjourned meeting is or must be set, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.The record date for determining the shareholders entitled to notice of and to vote at an annual or special meeting shall be fixed as provided in Section 3 of Article VIII.

SECTION 6. Waiver of Notice: A shareholder may waive notice of any meeting either before or after such meeting. Such waiver shall be in writing, signed by the shareholder, and filed with the minutes or corporate records. A shareholder’s attendance at a meeting: (i) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before it is voted upon.

SECTION 7. Shareholder List: Commencing two (2) business days after notice of a meeting of shareholders is given and continuing through such meeting, the secretary of the Corporation shall maintain at the principal office of the Corporation an alphabetical list of the shareholders entitled to vote at such meeting, arranged by voting group, with the address of and number of shares held by each. This list shall be subject to inspection by any shareholder or his agent or attorney at any time during usual business hours and may be copied at the shareholder’s expense.

SECTION 8. Quorum: A majority of the votes entitled to be cast on a matter by any voting group, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by a majority of the votes voting on the motion to adjourn; and at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

SECTION 9. Proxies: Shares may be voted either in person or by one or more agents authorized by a written proxy executed by the shareholder or by his duly authorized attorney in fact. A proxy may take the form of a telegram, telex, facsimile or other form of wire or wireless communication which appears to have been transmitted by a shareholder. A proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. A proxy is not valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifies therein the length of time for which it is to continue in force or limits its use to a particular meeting.

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SECTION 10. Voting of Shares: Unless otherwise provided in these bylaws, the articles of incorporation, or the Act, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Except for the election of directors, which is governed by the provisions of Section 3 of Article IV, if a quorum is present, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast against the action, unless the vote of a greater number is required by the Act, the articles of incorporation, or these bylaws.

Shares of the Corporation are not entitled to vote if: (i) they are owned, directly or indirectly, by the Corporation, unless they are held by it in a fiduciary capacity; (ii) they are owned, directly or indirectly, by a second corporation in which the Corporation owns a majority of the shares entitled to vote for directors of the second corporation; or (iii) they are redeemable shares and (x) notice of redemption has been given and (y) a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price upon surrender of the shares.

SECTION 11. Informal Action by Shareholders: Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons who would be entitled to vote upon such action at a meeting and is delivered to the Corporation to be included in the minutes or to be kept as part of the corporate records.

SECTION 12. Corporation’s Acceptance of Votes: If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the Corporation is entitled to accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder.

If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the Corporation is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder if: (i) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; (ii) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (iii) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of its status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (iv) the name signed purports to be that of a beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or (v) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

The Corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes has a reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

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SECTION 13. Number of Shareholders: The following persons or entities identified as a shareholder in the Corporation’s current record of shareholders constitute one shareholder for purposes of these bylaws: (i) all co-owners of the same shares; (ii) a corporation, partnership, trust, estate, or other entity; (iii) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account. Shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1. General Powers: All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its board of directors.

SECTION 2. Number, Term and Qualifications: The number constituting the board of directors shall be not less than one (1) nor more than seven (7). The number of directors within this variable range may be fixed or changed from time to time by the shareholders or the board of directors. Each director shall hold office until his death, resignation, retirement, removal, disqualification, or until his successor is elected and qualified. Directors need not be residents of the State of North Carolina or shareholders of the Corporation.

SECTION 3. Election of Directors: Except as provided in Section 6 of this Article, the directors shall be elected at the annual meeting of shareholders; and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, the election of directors shall be by ballot.

SECTION 4. No Cumulative Voting: The shareholders of the Corporation shall have no right to cumulate their votes for the election of directors.

SECTION 5. Removal: Any director, or the entire board of directors, may be removed from office at any time, with or without cause, but only if the number of votes cast to remove him exceeds the number of votes cast not to remove him. If a director is elected by a voting group of shareholders, only members of that voting group may participate in the vote to remove him. A director may not be removed by the shareholders at a meeting unless the notice of the meeting specifies such removal as one of its purposes. If any directors are removed, new directors may be elected at the same meeting.

SECTION 6. Vacancies: Any vacancy occurring in the board of directors, including, without limitation, a vacancy resulting from an increase in the number of directors or from the failure by the shareholders to elect the full authorized number of directors, shall be filled by the shareholders or the board of directors. If such vacancy is to be filled by the board of directors, and if the directors remaining in office constitute fewer than a quorum of the board, such vacancy may be filled by the affirmative vote of a majority of the remaining directors or by the sole remaining director. If the vacant office was held by a director elected by a voting group of shareholders, only the remaining director or directors elected by that voting group or the holders of shares of that voting group are entitled to fill the vacancy. The term of a director elected to fill a vacancy shall expire at the next shareholders’ meeting at which directors are elected.

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SECTION 7. Compensation: The board of directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the board.

SECTION 8. Committees: The board of directors may create an executive committee and other committees of the board, each of which shall have at least two (2) members, all of whom shall be directors. The creation of a committee and the appointment of members to it must be approved by a majority of all the directors in office when the action is taken. Each committee may, as specified by the board of directors, exercise some or all of the authority of the board except that a committee may not: (i) authorize distributions; (ii) approve or propose to shareholders action that the Act requires be approved by shareholders; (iii) fill vacancies on the board of directors or on any of its committees; (iv) amend the articles of incorporation pursuant to N.C. Gen. Stat. Section 55-10-02 or its successor; (v) adopt, amend, or repeal bylaws; (vi) approve a plan of merger not requiring shareholder approval; (vii) authorize or approve a reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (viii) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee to do so within limits specifically prescribed by the board of directors. The provisions of Article V, which govern meetings of the board of directors, shall likewise apply to meetings of any committee of the board.

ARTICLE V

MEETINGS OF DIRECTORS

SECTION 1. Regular Meetings: A regular meeting of the board of directors shall be held immediately after, and at the same place as, the annual meeting of the shareholders. In addition, the board of directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

SECTION 2. Special Meetings: Special meetings of the board of directors may be called by or at the request of the president or any director. Such meetings may be held either within or without the State of North Carolina, as fixed by the person or persons calling the meeting.

SECTION 3. Notice of Meetings: Regular meetings of the board of directors may be held without notice. The person or persons calling a special meeting of the board of directors shall, at least five (5) days before the meeting, give notice of the meeting by any usual means of communication, including by telephone, telegraph, teletype, mail, private carrier, facsimile transmission, or other form of wire or wireless communication. Such notice may be oral and need not specify the purpose for which the meeting is called.

SECTION 4. Waiver of Notice: Any director may waive notice of any meeting either before or after such meeting. Such waiver shall be in writing, signed by the director, and filed with the minutes or corporate records; provided, however, that a director’s attendance at or participation in a meeting waives any required notice to him unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

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SECTION 5. Quorum: A majority of the directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the board of directors.

SECTION 6. Manner of Acting: The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is required by the articles of incorporation or these bylaws.

SECTION 7. Presumption of Assent: A director of the Corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (i) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; (ii) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) he files written notice of his dissent or abstention with the presiding officer of the meeting before its adjournment or with the Corporation immediately after adjournment of the meeting. This right of dissent or abstention is not available to a director who votes in favor of the action taken.

SECTION 8. Participation in Meetings: Any or all of the directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.

SECTION 9. Action Without Meeting: Action which may be taken at a board of directors meeting may be taken without a meeting if the action is taken by all members of the board and is evidenced by one or more written consents signed by each director before or after such action, which describes the action taken and is included in the minutes or filed with the corporate records. Such action is effective when the last director signs the consent, unless the consent specifies a different effective date.

ARTICLE VI

OFFICERS

SECTION 1. Officers of the Corporation: The officers of the Corporation shall consist of all or any of a chairman of the board, president, secretary, treasurer, and such vice presidents, assistant secretaries, assistant treasurers, and other officers as the board of directors may from time to time appoint. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.

SECTION 2. Appointment and Term: The officers of the Corporation shall be appointed by the board of directors. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors. Each officer shall hold office until his death, resignation, retirement, removal, disqualification or until his successor is appointed and qualifies. The appointment of an officer does not itself create contract rights for either the officer or the Corporation.

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SECTION 3. Compensation of Officers: The compensation of officers of the Corporation shall be fixed by the board of directors. No officer shall receive compensation for serving the Corporation in any other capacity unless such additional compensation be authorized by the board of directors.

SECTION 4. Resignation and Removal: An officer may resign at any time by communicating his resignation to the Corporation. A resignation is effective when it is communicated unless it specifies in writing a later date. If a resignation is made effective as of a later date and the Corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer. Any officer or agent appointed by the board of directors may be removed by the board at any time, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 5. Bonds: The board of directors may by resolution require any officer, agent, or employee of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the board of directors.

SECTION 6. Chairman of the Board: The board of directors from time to time may appoint from their number a chairman of the board. The chairman of the board, if one is appointed, shall preside at all meetings of the board of directors and the shareholders and shall perform such other duties as may be prescribed from time to time by the board of directors. He shall have the authority to sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such documents or instruments shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation or shall be required by the Act to be otherwise signed or executed.

SECTION 7. President: The president shall be the principal executive officer of the Corporation and shall have general charge of the operation of the business of the Corporation. The president shall perform such duties and have such powers as the board of directors from time to time may assign. He shall have the authority to sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such contracts or instruments shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation, or shall be required by the Act to be otherwise signed or executed. The president shall have the power and authority to sign and deliver contracts, agreements, or other instruments that are in the ordinary course of the Corporation’s business and contracts, agreements, or other instruments that are not in the ordinary course of the Corporation’s business that the president, in his reasonable discretion, believes would not have a material adverse affect on the Corporation, in both instances without specific authority from the board of directors.

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SECTION 8. Vice Presidents: In the absence of the president, the vice presidents in the order of their length of service as vice presidents, unless otherwise determined by the board of directors, shall perform the duties of the president, and when so acting shall have all the powers of and be subject to all the restrictions upon that office. Any vice president may sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such documents or instruments shall be expressly delegated by the board of directors or these bylaws to some other officer or agent of the Corporation or shall be required by the Act to be otherwise signed or executed. A vice president shall perform such other duties as from time to time may be assigned to him by the chairman of the board, the president or the board of directors.

SECTION 9. Secretary: The secretary shall: (i) keep the minutes of the meetings of shareholders, of the board of directors, and of all committees of the board in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under Its seal is duly authorized; (iv) keep a register of the mailing address of each shareholder which shall be furnished to the secretary by such shareholder; (v) sign, with the chairman of the board, the president or a vice president, certificates for shares, the Issuance of which shall have been authorized by resolution of the board of directors; (vi) have general charge of the stock transfer books of the Corporation; (vii) keep or cause to be kept in the State of North Carolina at the Corporation’s principal office a record of the Corporation’s shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each, and prepare or cause to be prepared a shareholder list prior to each meeting of shareholders as required by the Act; (viii) maintain and authenticate the books and records of the Corporation; (ix) with the assistance of the treasurer and other officers, prepare and deliver to the Corporation’s shareholders such financial statements, notices, and reports as may be required by N.C. Gen. Stat. Sections 55-16-20 and 55-16-21 (or their successors); (x) prepare and file with the North Carolina Secretary of State the annual report required by N.C. Gen. Stat. Section 55-16-22 (or its successor); and (xi) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the chairman of the board, the president or the board of directors.

SECTION 10. Assistant Secretaries: In the absence of the secretary, the assistant secretaries in the order of their length of service as assistant secretary, unless otherwise determined by the board of directors, shall perform the duties of the secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the secretary. They shall perform such other duties as may be assigned to them by the secretary, the chairman of the board, the president, or the board of directors. Any assistant secretary may sign, with the chairman of the board, president or a vice president, certificates for shares.

SECTION 11. Treasurer: The treasurer shall be the chief financial officer of the Corporation and shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; (ii) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies In accordance with the provisions of Section 4 of Article VII; (iii) prepare, or cause to be prepared, an annual financial statement in accordance with Section 3 of Article IX; and (iv) in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the chairman of the board, the president or the board of directors. The treasurer may sign, with the chairman of the board, the president or a vice president, certificates for shares.

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SECTION 12. Assistant Treasurers: In the absence of the treasurer, the assistant treasurers, in the order of their length of service as assistant treasurer, unless otherwise determined by the board of directors, shall perform the duties of the treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the treasurer. They shall perform such other duties as may be assigned to them by the treasurer, the chairman of the board, the president, or the board of directors. Any assistant treasurer may sign, with the chairman of the board, the president or a vice president, certificates for shares.

ARTICLE VII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts: The board of directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks and Drafts: All checks, drafts or other orders for payment of money issued in the name of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

SECTION 4. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation In such depositories as the board of directors shall direct

ARTICLE VIII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares: Shares may, but need not, be represented by certificates. If certificates are issued, they shall be in such form as the board of directors shall determine; provided that, at a minimum, each certificate shall state on its face: (i) the name of the Corporation and that it is organized under the laws of North Carolina: (ii) the name of the person to whom issued; and (iii) the number and class of shares and the designation of the series, if any, the certificate represents. If the Corporation issues certificates for shares of preferred stock, the designations, relative rights, preferences, and limitations applicable to that class, and the variations in rights, preferences, and limitations for each series within that class (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate; alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish the shareholder this information in writing and without charge. These certificates shall be signed, either manually or in facsimile, by the chairman of the board, the president, or any vice president, and the secretary or any assistant secretary, the treasurer or any assistant treasurer. They shall be consecutively numbered or otherwise identified and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.

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SECTION 2. Transfer of Shares: Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record, by his legal representative (who shall furnish proper evidence of authority to transfer) or by his attorney (whose authority shall be evidenced by a power of attorney duly executed and filed with the secretary), and only upon surrender for cancellation of the certificates for such shares.

SECTION 3. Fixing Record Date: For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, to demand a special meeting, to vote, to take any other action, or to receive payment, or for any other purpose, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such record date in any case to be not more than seventy (70) days, and, in case of a meeting of shareholders, not less than ten (10) days, before the date on which the particular action requiring such determination of shareholders is to be taken.

When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment of such meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

SECTION 4. Lost Certificates: The board of directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing the issuance of a new certificate, the board of directors may require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the board of directors may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

SECTION 5. Reacquired Shares: The Corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.

ARTICLE IX

GENERAL PROVISIONS

SECTION 1. Distributions: The board of directors may from time to time declare, and the Corporation may make, distributions on its outstanding shares in the manner and subject to the terms and conditions provided by the Act and by the articles of incorporation.

SECTION 2. Seal: The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the Corporation and in the center of which is inscribed “CORPORATE SEAL” or “SEAL,” and which shall have such other characteristics as the board of directors may determine.

SECTION 3. Records and Reports: All of the Corporation’s records shall be maintained in written form or in another form capable of conversion into written form within a reasonable time. The Corporation shall keep as permanent records minutes of all meetings of its incorporators, shareholders, and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors.

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The Corporation shall keep a copy of the following records at its principal office: (i) the articles of incorporation and all amendments to them currently in effect; (ii) these bylaws and all amendments to them currently in effect; (iii) resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations (if shares issued pursuant to those resolutions are outstanding); (iv) the minutes of all meetings of shareholders and records of all actions taken by shareholders without a meeting during the past three years; (v) all written communications to shareholders generally within the past three years; (vi) the annual financial statements described below, prepared during the past three years; (vii) a list of the names and business addresses of its current directors and officers: and (viii) its most recent annual report delivered to the North Carolina Secretary of State.

The Corporation shall prepare and make available to its shareholders annual financial statements for the Corporation and its subsidiaries that: (i) includes a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for the year; and (ii) is accompanied by either (x) a report of a public accountant on the annual financial statements, or (y) a statement by the treasurer stating his reasonable belief whether the annual financial statements were prepared on the basis of generally accepted accounting principles (and, if not, describing the basis of preparation) and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. These annual financial statements, or a written notice of their availability, shall be mailed to each shareholder within 120 days after the close of each fiscal year of the Corporation. On written request from a shareholder who was not mailed the annual financial statements, the Corporation shall mall to him the latest such statements.

The Corporation shall also prepare and file with the North Carolina Secretary of State an annual report in such form as required by N.C. Gen. Stat Section 55-16-22, or its successor.

SECTION 4. Indemnification: Any person who at any time serves or has served as a director or officer of the Corporation, or at the request of the Corporation is or was serving as an officer, director, agent, partner, trustee, administrator, or employee for any other foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, shall be indemnified by the Corporation to the fullest extent from time to time permitted by law in the event he is made, or is threatened to be made, a party to any threatened, pending or completed civil, criminal, administrative, investigative or arbitrative action, suit or proceeding and any appeal therein (and any inquiry or investigation that could lead to such action, suit or proceeding), whether or not brought by or on behalf of the Corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity. In addition, the board may provide such indemnification for the employees and agents of the Corporation as it deems appropriate.

The rights of those receiving indemnification hereunder shall, to the fullest extent from time to time permitted by law, cover (i) reasonable expenses, including without limitation all attorneys’ fees actually and necessarily incurred by him in connection with any such action, suit or proceeding, (ii) all reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he may have become liable in such action, suit or proceeding; and (iii) all reasonable expenses incurred in enforcing the indemnification rights provided herein,

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Expenses incurred by anyone entitled to receive indemnification under this section in defending a proceeding may be paid by the Corporation in advance of the final disposition of such proceeding as authorized by the board of directors in the specific case or as authorized or required under any provisions in the bylaws or by any applicable resolution or contract upon receipt of an undertaking by or on behalf of the director to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation against such expenses.

The board of directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him.

Any person who at any time serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of such repeal or modification. The rights provided for herein shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this bylaw.

SECTION 5. Fiscal Year: The fiscal year of the Corporation shall be fixed by the board of directors.

SECTION 6. Amendments:

(i) The board of directors may amend or repeal these bylaws, except to the extent otherwise provided in the articles of incorporation, a bylaw adopted by the shareholders after the date hereof, or the Act, and except that a bylaw adopted, amended or repealed by the shareholders after the date hereof may not be readopted, amended or repealed by the board of directors if neither of the articles of incorporation nor a bylaw adopted by the shareholders after the date hereof authorizes the board of directors to adopt, amend, or repeal that particular bylaw or the bylaws generally.

(ii) The Corporation’s shareholders may adopt, amend, alter, change, or repeal any of these bylaws consistent with the provisions of Section 10 of Article III.

(iii) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (i) if originally adopted by the shareholders, only by the shareholders, unless the bylaw permits amendment or repeal by the board of directors; or (ii) if originally adopted by the board of directors, either by the shareholders or by the board of directors.

(iv) A bylaw referred to in Subsection (c) above: (i) may not be adopted by the board of directors by a vote of less than a majority of the directors then in office; and (ii) may not itself be amended by a quorum or vote of the directors less than the quorum or vote therein prescribed or prescribed by a bylaw adopted or amended by the shareholders.

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(v) A bylaw adopted or amended by the shareholders that fixes a greater voting or quorum requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

SECTION 7. Emergencies. In anticipation of or during an emergency, the board of directors may: (i) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (ii) relocate the principal office or designate alternative principal or regional offices, or authorize the officers to do so.

SECTION 8. During an emergency: (i) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (ii) one or more officers present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

SECTION 9. Severability. Should any provision of these bylaws become ineffective or be declared to be invalid for any reason, such provision shall be severable from the remainder of these bylaws and all other provisions of these bylaws shall continue to be in full force and effect.

ATTESTED:
	Dated: April __, 2000
Thomas C. Perkins Secretary

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EX-3.43

Exhibit 3.43

ARTICLES OF INCORPORATION

OF

QUINTILES, INC.

The undersigned, being of the age of eighteen years or more, does hereby make and acknowledge these Articles of Incorporation for the purpose of forming a business corporation under and by virtue of the laws of the State of North Carolina:

1. The name of the corporation is Quintiles, Inc.

2. The period of duration of the corporation shall be perpetual.

3. The purposes for which the corporation is organized are:

a. To engage in the business of biostatistical consulting; and

b. To engage in any lawful act or activities for which corporations may be organized under Chapter 55 of the General Statutes of North Carolina.

4. The corporation shall have authority to issue 100,000 shares with the par value of $1.00 per share.

5. The minimum amount of consideration to be received by the corporation for its shares before it shall commence business is $1.00 in cash or property of equivalent value.

6. The address of the initial registered office of the corporation in the State of North Carolina is Box 540-D Route 9, Chapel Hill, Orange County, North Carolina and the name of its initial registered agent at such address is Dennis B. Gillinsg.

7. The number of directors constituting the initial Board of Directors shall be one and the name and address of the person who is to serve as Director until the first meeting of shareholders or until his successor is elected and qualifies is:

Dennis B. Gillings

Box 540-D, Route 9

Chapel Hill, North Carolina 27514

8. That the name and address of the incorporator is:

Dennis B. Gillings

Box 540–D, Route 9

Chapel Hill, North Carolina 27514

IN WITNESS WHEREOF, I have hereunto set my hand this the 23 day of February, 1982.

/s/ Dennis B. Gillings

DENNIS B. GILLINGS

NORTH CAROLINA

ORANGE COUNTY

I, Lori O’Neal, a Notary Public for said County and State, do hereby certify that Dennis B. Gillings, personally appeared before me this day and acknowledged the due execution of the foregoing instrument.

Witness my hand and official seal this the 23 day of February, 1982.

/s/ Lori O’Neal

Notary Public

My commission expires :

My commission Expires June 27, 1983

ARTICLES OF AMENDMENT TO THE CHARTER OF

QUINTILES, INC.

The undersigned corporation hereby executes these Articles of Amendment for the purpose of amending its charter:

1. The name of the corporation is Quintiles, Inc.

2. The following amendment to the charter of the corporation was adopted by its shareholders on the 27th day of October, 1986, in the manner prescribed by law: Paragraph 4 is amended to read:

4. The Corporation shall have authority to issue 1,500,000 shares with the par value of $.0666 per share.

3. The number of shares of the corporation outstanding at the time of such adoption was 30,000; and the number of shares entitled to vote thereon was 30,000.

4. The designation and number of outstanding shares of each class entitled to vote on such amendment as a class were as follows:

Class	Number of Shares
Common		30,000

5. The number of shares voted for such amendment was 30,000; and the number of shares voted against such amendment was none. Voting within each class entitled to vote as a class was as follows:

	Number of Shares Vote
Class	For		Against
Common		30,000		0

6. Any exchange, reclassification or cancellation of issued shares will be effected in the following manner:

Holders of issued and outstanding shares will surrender their shares in exchange for new shares to be issued in the ratio of fifteen new shares for each share surrendered.

7. The amendment herein effected does not give rise to dissenter’s rights to payment for the reason that the only effect of such amendment is to reduce the par value of shares and increase the number of shares the corporation is authorized to issue.

IN WITNESS WHEREOF, these articles are signed by the president and secretary of the corporation this 10th day of November, 1986.

QUINTILES, INC.
BY:	/s/ Dennis Gillings
	PRESIDENT
BY:	/s/ William A. Sollecito
	SECRETARY

STATE OF NORTH CAROLINA

COUNTY OF ORANGE

I, Cynthia D. Baker, a Notary Public, hereby certify that on this 10th day of November, 1986, personally appeared before me Dennis Gillings and William A. Sollecito, each of whom being by me first duly sworn, declared that he signed the foregoing documents in the capacity indicated, that he was authorized so to sign, and that the statements therein contained are true.

	/s/ Cynthia D. Baker
My Commission Expires: 9-15-91	Notary Public

ARTICLES OF AMENDMENT

TO THE CHARTER OF

QUINTILES, INC.

The undersigned corporation hereby executes these Articles of Amendment for the purpose of amending its charter:

1. The name of the corporation is Quintiles, Inc.

2. The following amendment to the charter of the corporation was adopted by its shareholders on the 1^st day of June, 1990, in the manner prescribed by law: Paragraph 4 is amended to read:

4. The Corporation shall have authority to issue 10,000,000 shares with the par value of $.01 per share.

3. The number of shares of the corporation outstanding at the time of such adoption was 600,513; and the number of shares entitled to vote thereon was 600,513.

4. The designation and number of outstanding shares of each class entitled to vote on such amendment as a class were as follows:

Class	Number of Shares
Common		600,513

5. The number of shares voted for such amendment was 600,513; and the number of shares voted against such amendment was none. Voting within each class entitled to vote as a class was as follows:

	Number of Shares Vote
Class	For		Against
Common		600,513		0

6. Any exchange, reclassification or cancellation of issued shares will be effected in the following manner:

Holders of issued and outstanding shares will surrender their shares in exchange for new shares to be issued in the ratio of twenty new shares for each three shares surrendered.

7. The amendment herein effected does not give rise to dissenter’s rights to payment for the reason that the only effect of such amendment is to reduce the par value of shares and increase the number of shares the corporation is authorized to issue.

IN WITNESS WHEREOF, these articles are signed by the president and secretary of the corporation this 7 day of August, 1990.

QUINTILES, INC.
BY:	/s/ Dennis Gillings
	PRESIDENT - Dennis Gillings
BY:	/s/ William A. Sollecito
	SECRETARY - William A. Sollecito

STATE OF NORTH CAROLINA

COUNTY OF WAKE

I, La Sharon B. Lee a Notary Public, hereby certify that on this 7 day of August, 1990, personally appeared before me William A. Sollecito and Dennis Gillings, each of whom being by me first duly sworn, declared that he signed the foregoing documents in the capacity indicated, that he was authorized to so sign, and that the statements therein contained are true.

My Commission Expires: November 5, 1992	/s/ La Sharon B. Lee
	Notary Public

QUINTILES, INC.

ARTICLES OF AMENDMENT

Pursuant to Section 55-10-06 of the North Carolina Business Corporation Act, the undersigned corporation, Quintiles, Inc. (the “Corporation”) hereby submits these Articles of Amendment for the purpose of amending its Articles of Incorporation:

1. The name of the corporation is Quintiles, Inc.

2. Article 1 of the Articles of Incorporation of the Corporation is hereby amended to read as follows:

“1. The name of the corporation is IQVIA RDS Inc.”

3. The foregoing amendment was proposed and recommended by the sole Director of the Corporation and approved and adopted by the sole shareholder of the Corporation in accordance with the provisions of Chapter 55 of the North Carolina General Statutes and the Corporation’s Articles of Incorporation. The date of adoption was November 6, 2017.

4. These articles will become effective upon filing.

IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of November, 2017.

QUINTILES, INC.
By:	/s/ James H. Erlinger III
	Name: James H. Erlinger III Title: Authorized Person

ARTICLES OF MERGER

OF

QUINTILES BRI, INC.

INTO

QUINTILES, INC.

Quintiles, Inc., a North Carolina corporation (the “Surviving Corporation”), a wholly-owned subsidiary of Quintiles Transnational Corp., a North Carolina corporation (the “Parent”), hereby submits these Articles of Merger for the purpose of merging Quintiles BRI, Inc., a North Carolina corporation (the “Company”), and also a wholly-owned subsidiary of the Parent, with and into the Surviving Corporation:

1. The Plan of Merger is attached as Exhibit A hereto.

2. The attached Plan of Merger was duly approved in the manner prescribed by Chapter 55 of the General Statutes of North Carolina by the boards of directors of the Company and the Surviving Corporation and by the sole shareholder of the Company and the Surviving Corporation.

3. These Articles of Merger will be effective at 12:01 a.m. on January 1, 1998.

This the 31st day of December, 1997.

QUINTILES, INC.
By:	/s/ James T. Ogle
	Name: James T. Ogle Title:   President

EXHIBIT A

PLAN OF MERGER

THIS PLAN OF MERGER (this “Plan of Merger”) is made and dated as of December 31, 1997, by and among Quintiles, Inc., a North Carolina corporation (the “Surviving Corporation”), a wholly-owned subsidiary of Quintiles Transnational Corp., a North Carolina corporation (the “Parent”), and Quintiles BRI, Inc., a North Carolina corporation (the “Company”), also a wholly-owned subsidiary of the Parent.

W I T N E S S E T H:

WHEREAS, the Parent, the Company and the Surviving Corporation desire to effect the merger of the Company with and into the Surviving Corporation upon the terms set forth herein; and

WHEREAS, the boards of directors of the Company and the Surviving Corporation, and the sole shareholder of the Company and the Surviving Corporation, by consent, duly approved this Plan of Merger;

NOW, THEREFORE, the parties hereto do hereby approve and adopt this Plan of Merger for the purpose of setting forth the terms and conditions of the merger referred to above and the means of carrying the same into effect.

ARTICLE I

THE MERGER

1.1 Merger. The Company shall be merged with and into the Surviving Corporation (the “Merger”) pursuant to Article 11 of the North Carolina Business Corporation Act, as amended (the “NCBCA”).

1.2 Effective Time. The Merger shall be effected by the filing of articles of merger with the Secretary of State of the State of North Carolina in accordance with the provisions of Article 11 of the NCBCA. The Merger shall become effective at 12:01 a.m. on January 1, 1998, on which date the articles of merger shall be filed with the North Carolina Secretary of State. The time and date when the Merger shall become effective is herein referred to as the “Effective Time”.

1.3 Effect of the Merger. At the Effective Time, the separate corporate existence of the Company shall cease, and the Surviving Corporation shall continue its corporate existence under the laws of the State of North Carolina and shall thereupon and thereafter possess all of the rights, privileges, immunities, powers and franchises of each of the Company and the Surviving Corporation; all of the property, real, personal and mixed, and every other asset of the Company and the Surviving Corporation shall vest in the Surviving Corporation without further act or deed; the Surviving Corporation shall assume and be liable for all the liabilities and obligations of the Company and the Surviving Corporation; and all other effects of the Merger specified in Section 55-11-06 of the NCBCA shall result therefrom. After the Merger, the Surviving Corporation will continue to have the name Quintiles, Inc.

ARTICLE II

CONVERSION AND ISSUANCE OF SHARES

2.1 Conversion of Shares.

Immediately upon the Effective Time, each issued and outstanding share of the common stock of the Company shall be cancelled, and thereafter the shares of common stock of the Surviving Corporation currently held by the Parent shall evidence the Parent’s ownership of one hundred percent (100%) of all equity Interests in the merged corporations. The outstanding shares of the Surviving Corporation will not be converted, exchanged or altered in any manner as a result of the merger and will remain outstanding as shares of the Surviving Corporation.

ARTICLE III

ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS AND OFFICERS

3.1 Articles of Incorporation and Bylaws. The Articles of Incorporation and Bylaws of the Surviving Corporation shall be identical to the Articles of Incorporation and Bylaws of the Surviving Corporation in effect immediately prior to the Effective Time, until thereafter amended as provided by law.

3.2 Directors and Officers. The directors and officers of the Surviving Corporation immediately prior to the Effective Time shall remain in office and shall continue to hold office until their respective successors shall have been elected and qualified as provided in the bylaws of the Surviving Corporation or by law.

ARTICLE IV

AMENDMENT

4.1 Amendment. This Plan of Merger may be amended by the parties hereto, by action taken by their respective boards of directors. This Plan of Merger may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

ARTICLE V

MISCELLANEOUS

5.1 Headings. The article and section captions used herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Plan of Merger.

5.2 Counterparts. This Plan of Merger may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

2

IN WITNESS WHEREOF, the parties have caused their respective corporate names to be hereunder subscribed by their respective officers thereunto duly authorized, all as of the day and year first above written.

QUINTILES, INC.
By:	/s/ James T. Ogle
Name:	James T. Ogle
Title:	President
QUINTILES BRI, INC.
By:	/s/ James T. Ogle
Name:	James T. Ogle
Title:	President

3

ARTICLES OF MERGER

OF

BCA CORP.

INTO

QUINTILES, INC.

Quintiles, Inc., a North Carolina corporation (the “Surviving Corporation”), a wholly-owned subsidiary of Quintiles Transnational Corp., a North Carolina corporation (the “Parent”), hereby submits these Articles of Merger for the purpose of merging BCA Corp., a North Carolina corporation (the “Company”), and also a wholly-owned subsidiary of the Parent, with and into the Surviving Corporation:

1. The Plan of Merger is attached as Exhibit A hereto.

2. The attached Plan of Merger was duly approved in the manner prescribed by Chapter 55 of the General Statutes of North Carolina by the boards of directors of the Company and the Surviving Corporation and by the sole shareholder of the Company and the Surviving Corporation.

3. These Articles of Merger will be effective at 12:01 a.m. on April 28, 1999.

This the 23 day of April, 1999.

QUINTILES, INC.
By:	/s/ James T. Ogle
Name:	James T. Ogle
Title:	President

EXHIBIT A

PLAN OF MERGER

THIS PLAN OF MERGER (this “Plan of Merger”) is made and dated as of April 22, 1999, by and among Quintiles, Inc., a North Carolina corporation (the “Surviving Corporation”), a wholly-owned subsidiary of Quintiles Transnational Corp., a North Carolina corporation (the “Parent”), and BCA Corp., a North Carolina corporation (the “Company”), also a wholly-owned subsidiary of the Parent.

W I T N E S S E T H:

WHEREAS, the Parent, the Company and the Surviving Corporation desire to effect the merger of the Company with and into the Surviving Corporation upon the terms set forth herein; and

WHEREAS, the boards of directors of the Company and the Surviving Corporation, and the sole shareholder of the Company and the Surviving Corporation, by consent, duly approved this Plan of Merger;

NOW, THEREFORE, the parties hereto do hereby approve and adopt this Plan of Merger for the purpose of setting forth the terms and conditions of the merger referred to above and the means of carrying the same into effect.

ARTICLE I

THE MERGER

1.1 Merger. The Company shall be merged with and into the Surviving Corporation (the “Merger”) pursuant to Article 11 of the North Carolina Business Corporation Act, as amended (the “NCBCA”).

1.2 Effective Time. The Merger shall be effected by the filing of articles of merger with the Secretary of State of the State of North Carolina in accordance with the provisions of Article 11 of the NCBCA. The Merger shall become effective at 12:01 a.m. on April __, 1999, on which date the articles of merger shall be filed with the North Carolina Secretary of State. The time and date when the Merger shall become effective is herein referred to as the “Effective Time”.

1.3 Effect of the Merger. At the Effective Time, the separate corporate existence of the Company shall cease, and the Surviving Corporation shall continue its corporate existence under the laws of the State of North Carolina and shall thereupon and thereafter possess all of the rights, privileges, immunities, powers and franchises of each of the Company and the Surviving Corporation; all of the property, real, personal and mixed, and every other asset of the Company and the Surviving Corporation shall vest in the Surviving Corporation without further act or deed;

the Surviving Corporation shall assume and be liable for all the liabilities and obligations of the Company and the Surviving Corporation; and all other effects of the Merger specified in Section 55-11-06 of the NCBCA shall result therefrom. After the Merger, the Surviving Corporation will continue to have the name Quintiles, Inc.

ARTICLE II

CONVERSION AND ISSUANCE OF SHARES

2.1 Conversion of Shares.

Immediately upon the Effective Time, each issued and outstanding share of the common stock of the Company shall be cancelled, and thereafter the shares of common stock of the Surviving Corporation currently held by the Parent shall evidence the Parent’s ownership of one hundred percent (100%) of all equity interests in the merged corporations. The outstanding shares of the Surviving Corporation will not be converted, exchanged or altered in any manner as a result of the merger and will remain outstanding as shares of the Surviving Corporation.

ARTICLE III

ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS AND OFFICERS

3.1 Articles of Incorporation and Bylaws. The Articles of Incorporation and Bylaws of the Surviving Corporation shall be identical to the Articles of Incorporation and Bylaws of the Surviving Corporation in effect immediately prior to the Effective Time, until thereafter amended as provided by law.

3.2 Directors and Officers. The directors and officers of the Surviving Corporation immediately prior to the Effective Time shall remain in office and shall continue to hold office until their respective successors shall have been elected and qualified as provided in the bylaws of the Surviving Corporation or by law.

ARTICLE IV

AMENDMENT

4.1 Amendment. This Plan of Merger may be amended by the parties hereto, by action taken by their respective boards of directors. This Plan of Merger may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

2

ARTICLE V

MISCELLANEOUS

5.1 Headings. The article and section captions used herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Plan of Merger.

5.2 Counterparts. This Plan of Merger may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

IN WITNESS WHEREOF, the parties have caused their respective corporate names to be hereunder subscribed by their respective officers thereunto duly authorized, all as of the day and year first above written.

QUINTILES, INC.
By:	/s/ James T. Ogle
Name:	James T. Ogle
Title:	President
BCA CORP.
By:	/s/ Gregory D. Porter
Name:	Gregory D. Porter
Title:	Vice President

3

ARTICLES OF MERGER

OF

INTELLIGENT IMAGING, INC.

INTO

QUINTILES, INC.

Quintiles, Inc., a North Carolina corporation (the “Surviving Corporation”), hereby submits these Articles of Merger for the purpose of merging Intelligent Imaging, Inc., a Delaware corporation, with and into the Surviving Corporation:

1. The Agreement and Plan of Merger is attached as Exhibit A hereto.

2. The attached Agreement and Plan of Merger was duly approved in the manner prescribed by Chapter 55 of the General Statutes of North Carolina by the board of directors and shareholder of the Surviving Corporation and in the manner prescribed by the Delaware General Corporation Law by the board of directors and shareholder of Intelligent Imaging, Inc.

3. These Articles of Merger will be effective at 12:01 a.m. on July 1, 1999.

This the 29th day of June, 1999.

QUINTILES, INC.
By:	/s/ Gregory D. Porter
	Name: Gregory D. Porter
	Title: Vice President and Secretary

EXHIBIT A

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Plan of Merger”) is made and dated as of June 25, 1999, by and among Quintiles, Inc., a North Carolina corporation (the “Surviving Corporation”), and Intelligent Imaging, Inc., a Delaware corporation (the “Company”).

W I T N E S S E T H:

WHEREAS, the Company and the Surviving Corporation desire to effect the merger of the Company with and into the Surviving Corporation upon the terms set forth herein; and

WHEREAS, the boards of directors and the shareholders of the Company and the Surviving Corporation, by consent, duly approved this Plan of Merger;

NOW, THEREFORE, the parties hereto do hereby approve and adopt this Plan of Merger for the purpose of setting forth the terms and conditions of the merger referred to above and the means of carrying the same into effect.

ARTICLE I

THE MERGER

1.1 Merger. The Company shall be merged with and into the Surviving Corporation (the “Merger”) pursuant to Article 11 of the North Carolina Business Corporation Act, as amended (the “NCBCA”), and Section 252 of the Delaware General Corporation Law (the “DGCL”).

1.2 Effective Time. The Merger shall be effected by the filing of articles of merger with the Secretary of State of the State of North Carolina and a certificate of merger with the Secretary of State of the State of Delaware in accordance with the provisions of Article 11 of the NCBCA and Section 252 of the DGCL, respectively. The Merger shall become effective at 12:01 a.m. on July 1, 1999, on or prior to which date the articles of merger shall be filed with the North Carolina Secretary of State and the certificate of merger shall be filed with the Delaware Secretary of State. The time and date when the Merger shall become effective is herein referred to as the “Effective Time”.

1.3 Effect of the Merger. At the Effective Time, the separate corporate existence of the Company shall cease, and the Surviving Corporation shall continue its corporate existence under the laws of the State of North Carolina and shall thereupon and thereafter possess all of the rights, privileges, immunities, powers and franchises of each of the Company and the Surviving Corporation; all of the property, real, personal and mixed, and every other asset of the Company and the Surviving Corporation shall vest in the Surviving Corporation without further act or deed; the Surviving Corporation shall assume and be liable for all the liabilities and obligations of the

Company and the Surviving Corporation; and all other effects of the Merger specified in the NCBCA and the DGCL shall result therefrom. After the Merger, the Surviving Corporation will continue to have the name Quintiles, Inc.

ARTICLE II

CONVERSION AND ISSUANCE OF SHARES

2.1 Conversion of Shares.

Immediately upon the Effective Time, each issued and outstanding share of the common stock of the Company shall be cancelled, and thereafter the shares of common stock of the Surviving Corporation currently held by the Parent shall evidence the Parent’s ownership of one hundred percent (100%) of all equity interests in the merged corporations. The outstanding shares of the Surviving Corporation will not be converted, exchanged or altered in any manner as a result of the merger and will remain outstanding as shares of the Surviving Corporation.

ARTICLE III

ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS AND OFFICERS

3.1 Articles of Incorporation and Bylaws. The Articles of Incorporation and Bylaws of the Surviving Corporation shall be identical to the Articles of Incorporation and Bylaws of the Surviving Corporation in effect immediately prior to the Effective Time, until thereafter amended as provided by law.

3.2 Directors and Officers. The directors and officers of the Surviving Corporation immediately prior to the Effective Time shall remain in office and shall continue to hold office until their respective successors shall have been elected and qualified as provided in the bylaws of the Surviving Corporation or by law.

ARTICLE IV

AMENDMENT

4.1 Amendment. This Plan of Merger may be amended by the parties hereto, by action taken by their respective boards of directors. This Plan of Merger may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

2

ARTICLE V

MISCELLANEOUS

5.1 Headings. The article and section captions used herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Plan of Merger.

5.2 Counterparts. This Plan of Merger may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

IN WITNESS WHEREOF, the parties have caused their respective corporate names to be hereunder subscribed by their respective officers thereunto duly authorized, all as of the day and year first above written.

QUINTILES, INC.
By:	/s/ James T. Ogle
Name:	James T. Ogle
Title:	President
INTELLIGENT IMAGING, INC.
By:	/s/ Gregory D. Porter
Name:	Gregory D. Porter
Title:	Vice President

ARTICLES OF MERGER

OF

QUINTILES CVA, INC.

INTO

QUINTILES, INC.

Quintiles, Inc., a North Carolina corporation (the “Surviving Corporation”), a wholly-owned subsidiary of Quintiles Transnational Corp., a North Carolina corporation (the “Parent”), hereby submits these Articles of Merger for the purpose of merging Quintiles CVA, Inc., a North Carolina corporation (the “Company”), and also a wholly-owned subsidiary of the Parent, with and into the Surviving Corporation:

1. The Plan of Merger is attached as Exhibit A hereto.

2. The attached Plan of Merger was duly approved in the manner prescribed by Chapter 55 of the General Statutes of North Carolina by the boards of directors of the Company and the Surviving Corporation and by the sole shareholder of the Company and the Surviving Corporation.

3. These Articles of Merger will be effective at 12:01 a.m. on July 1, 1999.

This the 29th day of June, 1999.

QUINTILES, INC.
By:	/s/ Gregory D. Porter
	Name: Gregory D. Porter
	Title: Vice President and Secretary

EXHIBIT A

PLAN OF MERGER

THIS PLAN OF MERGER (this “Plan of Merger”) is made and dated as of June 25, 1999, by and among Quintiles, Inc., a North Carolina corporation (the “Surviving Corporation”), a wholly-owned subsidiary of Quintiles Transnational Corp., a North Carolina corporation (the “Parent”), and Quintiles CVA, Inc., a North Carolina corporation (the “Company”), also a wholly-owned subsidiary of the Parent.

W I T N E S S E T H:

WHEREAS, the Parent, the Company and the Surviving Corporation desire to effect the merger of the Company with and into the Surviving Corporation upon the terms set forth herein; and

WHEREAS, the boards of directors of the Company and the Surviving Corporation, and the sole shareholder of the Company and the Surviving Corporation, by consent, duly approved this Plan of Merger;

NOW, THEREFORE, the parties hereto do hereby approve and adopt this Plan of Merger for the purpose of setting forth the terms and conditions of the merger referred to above and the means of carrying the same into effect.

ARTICLE I

THE MERGER

1.1 Merger. The Company shall be merged with and into the Surviving Corporation (the “Merger”) pursuant to Article 11 of the North Carolina Business Corporation Act, as amended (the “NCBCA”).

1.2 Effective Time. The Merger shall be effected by the filing of articles of merger with the Secretary of State of the State of North Carolina in accordance with the provisions of Article 11 of the NCBCA. The Merger shall become effective at 12:01 a.m. on July 1, 1999, on or prior to which date the articles of merger shall be filed with the North Carolina Secretary of State. The time and date when the Merger shall become effective is herein referred to as the “Effective Time”.

1.3 Effect of the Merger. At the Effective Time, the separate corporate existence of the Company shall cease, and the Surviving Corporation shall continue its corporate existence under the laws of the State of North Carolina and shall thereupon and thereafter possess all of the rights, privileges, immunities, powers and franchises of each of the Company and the Surviving Corporation; all of the property, real, personal and mixed, and every other asset of the Company and the Surviving Corporation shall vest in the Surviving Corporation without further act or deed;

the Surviving Corporation shall assume and be liable for all the liabilities and obligations of the Company and the Surviving Corporation; and all other effects of the Merger specified in Section 55-11-06 of the NCBCA shall result therefrom. After the Merger, the Surviving Corporation will continue to have the name Quintiles, Inc.

ARTICLE II

CONVERSION AND ISSUANCE OF SHARES

2.1 Conversion of Shares.

Immediately upon the Effective Time, each issued and outstanding share of the common stock of the Company shall be cancelled, and thereafter the shares of common stock of the Surviving Corporation currently held by the Parent shall evidence the Parent’s ownership of one hundred percent (100%) of all equity interests in the merged corporations. The outstanding shares of the Surviving Corporation will not be converted, exchanged or altered in any manner as a result of the merger and will remain outstanding as shares of the Surviving Corporation.

ARTICLE III

ARTICLES OF INCORPORATION, BYLAWS, DIRECTORS AND OFFICERS

3.1 Articles of Incorporation and Bylaws. The Articles of Incorporation and Bylaws of the Surviving Corporation shall be identical to the Articles of Incorporation and Bylaws of the Surviving Corporation in effect immediately prior to the Effective Time, until thereafter amended as provided by law.

3.2 Directors and Officers. The directors and officers of the Surviving Corporation immediately prior to the Effective Time shall remain in office and shall continue to hold office until their respective successors shall have been elected and qualified as provided in the bylaws of the Surviving Corporation or by law.

ARTICLE IV

AMENDMENT

4.1 Amendment. This Plan of Merger may be amended by the parties hereto, by action taken by their respective boards of directors. This Plan of Merger may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

2

ARTICLE V

MISCELLANEOUS

5.1 Headings. The article and section captions used herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Plan of Merger.

5.2 Counterparts. This Plan of Merger may be executed in two or more counterparts, all of which taken together shall constitute one instrument.

IN WITNESS WHEREOF, the parties have caused their respective corporate names to be hereunder subscribed by their respective officers thereunto duly authorized, all as of the day and year first above written.

QUINTILES, INC.
By:	/s/ James T. Ogle
Name:	James T. Ogle
Title:	President
QUINTILES CVA, INC.
By:	/s/ Gregory D. Porter
Name:	Gregory D. Porter
Title:	Executive Vice President

3

State of North Carolina

Department of the Secretary of State

ARTICLES OF MERGER

OF

ALTAVOZ, INC.

INTO

IQVIA RDS INC.

Pursuant to North Carolina General Statutes Section 55-11-07(a) and Section 55-11-05(a), the undersigned corporation does hereby submit the following Articles of Merger as the surviving corporation for the purpose of merging Altavoz, Inc., a Delaware corporation, with and into IQVIA RDS Inc., a North Carolina corporation.

1. The name of the surviving corporation is IQVIA RDS Inc., a North Carolina corporation (the “Surviving Corporation”).

2. The address of the Surviving Corporation is 4820 Emperor Boulevard, Durham, NC 27703 located in Durham County.

3. The name of the corporation being merged into the Surviving Corporation is Altavoz, Inc., a Delaware corporation (the “Merged Corporation”).

4. The address of the Merged Corporation is 1301 South Capital of Texas Highway, Suite C300, Austin, Texas 78746.

5. A plan of merger has been duly approved by each of the Surviving Corporation and the Merged Corporation in the manner required by law.

6. These articles will be effective at 11:59 P.M. on September 13, 2018.

[Signature Follows on Next Page]

[Signature Page to Articles of Merger (with Altavoz, Inc.)]

This the 11th day of September, 2018.

IQVIA RDS INC.
By:	/s/ Eric Sherbet
Name:	Eric Sherbet
Title:	Secretary

State of North Carolina

Department of the Secretary of State

ARTICLES OF MERGER

Pursuant to North Carolina General Statute Sections 55-11-05(a), 55-11-12, 55A-11-09(d), 55A-11-04, 57D-9-42, 59-73.32(a) and 59-1072(a), as applicable, the undersigned entity does hereby submit the following Articles of Merger as the surviving business entity in a merger between two or more business entities.

1. The name of the surviving entity is IQVIA RDS Inc.                                                              , a (check one) ☑ corporation, ☐ nonprofit corporation, ☐ professional corporation, ☐ limited liability company, ☐ limited partnership, ☐ partnership, ☐ limited liability partnership organized under the laws of NORTH CAROLINA                     (state or country).

2. The address of the surviving entity is:

Street Address: 4820 EMPEROR BOULEVARD                      City: DURHAM                                                 

State: NORTH CAROLINA                         Zip Code: 27703             County: DURHAM                     

(a) (Complete only if the surviving business entity is a foreign business entity that is not authorized to transact business or conduct affairs in North Carolina.) The mailing address of the surviving foreign business entity is:

Street Address:                                                                   City:                                 

State:                                      Zip Code:                          County:                              

The Surviving foreign business entity will file a statement of any subsequent change in its mailing address with the North Carolina Secretary of State.

3. For each merging entity: (if more than one, complete on separate sheet and attach.) See attached sheet.

The name of the merged entity is GUNJAN CUTTING EDGE SOLUTIONS, INC.                     , a (check one) ☑ corporation, ☐ nonprofit corporation, ☐ professional corporation, ☐ limited liability company, ☐ limited partnership, ☐ partnership, ☐ limited liability partnership organized under the laws of GEORGIA                      (state or country).

The mailing address of each merging entity is: (if more than one, complete on separate sheet and attach)

Street Address: 11770 HAYNES BRIDGES RD., SUITE 205-108  City: ALPHARETTA                            

State: GEORGIA                       Zip Code: 30092                  County: Fulton                         

4. If the surviving business entity is a domestic business entity, the text of each amendment, if any, to the Articles of Incorporation, Articles of Organization, or Certificate of Limited Partnership within the Plan of Merger is attached.

5. A Plan of Merger has been duly approved in the manner required by law by each of the business entities participating in the merger.

Provide the information in Items 6 and 7 below for a merger between a parent unincorporated entity and a subsidiary corporation or corporations. (§55-11-12)

6. The terms and conditions of the merger are attached. (§55-11-12 mergers only)

7. Information concerning the manner and basis of converting the interests in each merging business entity into interests, obligations, or securities of the surviving business entity, or into cash or other property in whole or in part, or of cancelling the interests is attached. (§55-11-12 mergers only)

8. These articles will be effective upon filing unless a delayed date and/or time is specified 04/30/2020.

This the 30th day of April, 2020.

IQVIA RDS Inc.

Name of Entity

/s/ Eric Sherbet

Signature

Eric Sherbet, President

Type or Print Name and Title

NOTES:

1. Filing fee is $50 for For-profit entities.

2. Filing fee is $25 when the surviving business entity is a Non-profit corporation.

3. This document must be filed with the Secretary of State. Certificate(s) of Merger must be registered pursuant to the requirements of N.C.G.S. Section 47-18.1

State of North Carolina

Department of the Secretary of State

ARTICLES OF MERGER

Pursuant to North Carolina General Statute Sections 55-11-05(a), 55-11-12, 55A-11 -09(d), 55A-11-04, 57D-9-42, 59-73.32(a) and 59-1072(a), as applicable, the undersigned entity does hereby submit the following Articles of Merger as the surviving business entity in a merger between two or more business entities.

1. The name of the surviving entity is IQVIA RDS Inc.                                                              , a (check one) ☑ corporation, ☐ nonprofit corporation, ☐ professional corporation, ☐ limited liability company, ☐ limited partnership, ☐ partnership, ☐ limited liability partnership organized under the laws of North Carolina                     (state or country).

2. The address of the surviving entity is:

Street Address: 4820 Emperor Boulevard                      City: Durham                                                 

State: North Carolina                         Zip Code: 27703             County: Durham County                    

(a) (Complete only if the surviving business entity is a foreign business entity that is not authorized to transact business or conduct affairs in North Carolina.) The mailing address of the surviving foreign business entity is:

Street Address:                                                                   City:                                 

State:                                      Zip Code:                          County:                              

The Surviving foreign business entity will file a statement of any subsequent change in its mailing address with the North Carolina Secretary of State.

3. For each merging entity: (if more than one, complete on separate sheet and attach.)

The name of the merged entity is Clinical Solutions Group, LLC                                         , a (check one) ☐ corporation, ☐ nonprofit corporation, ☐ professional corporation, ☑ limited liability company, ☐ limited partnership, ☐ partnership, ☐ limited liability partnership organized under the laws of North Carolina                      (state or country).

The mailing address of each merging entity is: (if more than one, complete on separate sheet and attach)

Street Address: 8020 Arco Coporate Drive, Suite 100                 City: Raleigh                

State: North Carolina              Zip Code: 27617                 County: Wake                         

4. If the surviving business entity is a domestic business entity, the text of each amendment, if any, to the Articles of Incorporation, Articles of Organization, or Certificate of Limited Partnership within the Plan of Merger is attached.

5. A Plan of Merger has been duly approved in the manner required by law by each of the business entities participating in the merger.

Provide the information in Items 6 and 7 below for a merger between a parent unincorporated entity and a subsidiary corporation or corporations. (§55-11-12)

6. The terms and conditions of the merger are attached. (§55-11-12 mergers only)

7. Information concerning the manner and basis of converting the interests in each merging business entity into interests, obligations, or securities of the surviving business entity, or into cash or other property in whole or in part, or of cancelling the interests is attached. (§55-11-12 mergers only)

8. These articles will be effective upon filing unless a delayed date and/or time is specified April 29, 2022.

This the 28 day of April, 2022.

IQVIA RDS Inc.

Name of Entity

/s/ Eric Sherbet

Signature

Eric Sherbet, President

Type or Print Name and Title

NOTES:

1. Filing fee is $50 for For-profit entities.

2. Filing fee is $25 when the surviving business entity is a Non-profit corporation.

3. This document must be filed with the Secretary of State. Certificate(s) of Merger must be registered pursuant to the requirements of N.C.G.S. Section 47-18.1

State of North Carolina

Department of the Secretary of State

ARTICLES OF MERGER

Pursuant to North Carolina General Statute Sections 55-11-05(a), 55-11-12, 55A-11-09(d), 55A-11-04, 57D-9-42, 59-73.32(a) and 59-1072(a), as applicable, the undersigned entity does hereby submit the following Articles of Merger as the surviving business entity in a merger between two or more business entities.

1. The name of the surviving entity is IQVIA RDS Inc.                                                                                                   , a (check one) ☑ corporation, ☐ nonprofit corporation, ☐ professional corporation, ☐ limited liability company, ☐ limited partnership, ☐ partnership, ☐ limited liability partnership organized under the laws of North Carolina                          (state or country).

2. The address of the surviving entity is:

Street Address: 4820 Emperor Boulevard                                  City: Durham                            

State: North Carolina                      Zip Code: 27703                      County: Durham                 

(a) (Complete only if the surviving business entity is a foreign business entity that is not authorized to transact business or conduct affairs in North Carolina.) The mailing address of the surviving foreign business entity is:

Street Address:                                                                       City:                                                                             

State:                                               Zip Code:                                      County:                                                          

The Surviving foreign business entity will file a statement of any subsequent change in its mailing address with the North Carolina Secretary of State.

3. For each merging entity: (if more than one, complete on separate sheet and attach.)

The name of the merged entity is EA Institute, L.L.C.                                                                                                   , a (check one) ☐ corporation, ☐ nonprofit corporation, ☐ professional corporation, ☑ limited liability company, ☐ limited partnership, ☐ partnership, ☐ limited liability partnership organized under the laws of Delaware                            (state or country).

The mailing address of each merging entity is: (if more than one, complete on separate sheet and attach)

Street Address: 251 Little Falls Drive                                 City: Wilmington                            

State: Delaware                         Zip Code: 19808                     County: New Castle                    

4. If the surviving business entity is a domestic business entity, the text of each amendment, if any, to the Articles of Incorporation, Articles of Organization, or Certificate of Limited Partnership within the Plan of Merger is attached.

5. A Plan of Merger has been duly approved in the manner required by law by each of the business entities participating in the merger.

Provide the information in Items 6 and 7 below for a merger between a parent unincorporated entity and a subsidiary corporation or corporations. (§55-11-12)

6. The terms and conditions of the merger are attached. (§55-11-12 mergers only)

7. Information concerning the manner and basis of converting the interests in each merging business entity into interests, obligations, or securities of the surviving business entity, or into cash or other property in whole or in part, or of cancelling the interests is attached. (§55-11-12 mergers only)

8. These articles will be effective upon filing unless a delayed date and/or time is specified                .

This the 10th day of November, 2022.

IQVIA RDS Inc.

Name of Entity

/s/ Eric M. Sherbet

Signature

Eric M. Sherbet, President

Type or Print Name and Title

NOTES:

1. Filing fee is $50 for For-profit entities.

2. Filing fee is $25 when the surviving business entity is a Non-profit corporation.

3. This document must be filed with the Secretary of State. Certificate(s) of Merger must be registered pursuant to the requirements of N.C.G.S. Section 47-18.1

State of North Carolina

Department of the Secretary of State

ARTICLES OF MERGER

Pursuant to North Carolina General Statute Sections 55-11-05(a), 55-11-12, 55A-11-09(d), 55A-11-04, 57D-9-42, 59-73.32(a) and 59-1072(a), as applicable, the undersigned entity does hereby submit the following Articles of Merger as the surviving business entity in a merger between two or more business entities.

1. The name of the surviving entity is IQVIA RDS Inc.                                                              , a (check one) ☑ corporation, ☐ nonprofit corporation, ☐ professional corporation, ☐ limited liability company, ☐ limited partnership, ☐ partnership, ☐ limited liability partnership organized under the laws of North Carolina                     (state or country).

2. The address of the surviving entity is:

Street Address: 100 IMS Drive                              City: Parsippany                             

State: New Jersey                          Zip Code: 07054              County: Morris                     

(a) (Complete only if the surviving business entity is a foreign business entity that is not authorized to transact business or conduct affairs in North Carolina.) The mailing address of the surviving foreign business entity is:

Street Address:                                                                                           City:                                             

State:                                                              Zip Code:                                     County:                            

The Surviving foreign business entity will file a statement of any subsequent change in its mailing address with the North Carolina Secretary of State.

3. For each merging entity: (if more than one, complete on separate sheet and attach.)

The name of the merged entity is iGuard, Inc.                                                              , a (check one) ☑ corporation, ☐ nonprofit corporation, ☐ professional corporation, ☐ limited liability company, ☐ limited partnership, ☐ partnership, ☐ limited liability partnership organized under the laws of North Carolina                     (state or country).

The mailing address of each merging entity is: (if more than one, complete on separate sheet and attach)

Street Address: 100 IMS Drive                              City: Parsippany                             

State: New Jersey                          Zip Code: 07054              County: Morris                     

4. If the surviving business entity is a domestic business entity, the text of each amendment, if any, to the Articles of Incorporation, Articles of Organization, or Certificate of Limited Partnership within the Plan of Merger is attached.

5. A Plan of Merger has been duly approved in the manner required by law by each of the business entities participating in the merger.

Provide the information in Items 6 and 7 below for a merger between a parent unincorporated entity and a subsidiary corporation or corporations. (§55-11-12)

6. The terms and conditions of the merger are attached. (§55-11-12 mergers only)

7. Information concerning the manner and basis of converting the interests in each merging business entity into interests, obligations, or securities of the surviving business entity, or into cash or other property in whole or in part, or of cancelling the interests is attached. (§55-11-12 mergers only)

8. These articles will be effective upon filing unless a delayed date and/or time is specified 3/31/2023.

This the 17th day of March, 2023.

IQVIA RDS Inc.

Name of Entity

/s/ Eric Sherbet

Signature

Eric Sherbet, President and Director

Type or Print Name and Title

NOTES:

1. Filing fee is $50 for For-profit entities.

2. Filing fee is $25 when the surviving business entity is a Non-profit corporation.

3. This document must be filed with the Secretary of State. Certificate(s) of Merger must be registered pursuant to the requirements of N.C.G.S. Section 47-18.1

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), effective as of the 17th day of March, 2023, is made by and between iGuard, Inc., a North Carolina corporation (“Subsidiary”), and IQVIA RDS Inc., a North Carolina corporation (“Parent” and together with Subsidiary, the “Constituent Companies”).

WITNESSETH:

WHEREAS, Subsidiary is corporation duly organized, validly existing under the laws of the State of North Carolina;

WHEREAS, Parent is a corporation duly organized, validly existing under the laws of the State of North Carolina;

WHEREAS, Subsidiary is authorized to issue 1,000,000 common shares of $0.01 par value stock and 1,000 shares of such stock are issued and outstanding;

WHEREAS, Parent owns 100% of the issued and outstanding stock of Subsidiary;

WHEREAS, Parent and Subsidiary each desire that Subsidiary merge with and into Parent, with Parent as the surviving corporation (the “Merger”) upon the terms and subject to the conditions hereinafter set forth;

WHEREAS, the sole director of Parent and the sole director and sole shareholder of Subsidiary each have approved and adopted this Agreement, have approved the transactions contemplated by this Agreement, and have directed that this Agreement be executed; and

WHEREAS, the sole shareholder of Parent is not required to approve this Agreement or the Merger.

NOW, THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the Constituent Companies hereby agree, subject to the terms and conditions hereinafter set forth, as follows:

ARTICLE I

MERGER

1.1 Merger. In accordance with the provisions of this Agreement and the applicable laws of the State of North Carolina, upon the Effective Time (as defined in Section 1.2), Subsidiary shall be merged with and into Parent, which shall be the surviving company (hereinafter sometimes referred to as the “Surviving Company”). After the Effective Time, the Surviving Company shall continue its existence as a North Carolina company and shall continue to conduct its business under the name of “IQVIA RDS Inc.” At the Effective Time (as defined below), the separate existence of Subsidiary shall cease.

1.2 Delivery and Filing of Articles of Merger; Effective Time of Merger. Subject to the provisions of this Agreement, the Surviving Company shall prepare, execute and cause

Articles of Merger to be filed with the Secretary of State of the State of North Carolina, as provided in Chapter 55, Article 11 of the North Carolina General Statute (the “NCGS”). The Merger shall be effective on March 31, 2023 (the “Effective Time”).

1.3 Effect of the Merger. Upon the Effective Time, the separate existence of Subsidiary shall cease and Parent, as the Surviving Company, (a) shall continue to possess all of the property, real, personal and mixed, and all of the rights, privileges, immunities, powers and franchises, of a public as well as a private nature as constituted immediately prior to the Effective Time, (b) shall be subject to all actions previously taken by its directors and Subsidiary’s directors, (c) shall succeed, without other transfer, to all of the rights, title, and interests to all real estate and other property of Subsidiary and, (d) shall continue to be subject to all of the debts, liabilities and obligations of Subsidiary as constituted immediately prior to the Effective Time, and (e) be subject to all the liabilities, debts and obligations, restrictions, disabilities and duties, of a surviving corporation as set forth more fully in the NCGS.

1.4 Additional Actions. If, at any time after the Effective Time, Parent shall consider or be advised that any further assignments or assurances in law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in Parent, title to and possession of any property or right of Subsidiary acquired or to be acquired by reason of, in connection with, or as a result of the Merger, or (b) otherwise to carry out the purposes of this Agreement, Subsidiary shall be deemed to have granted to Parent an irrevocable power of attorney to execute and deliver all such proper deeds, assignments and assurances in law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in Parent and otherwise to carry out the purposes of this Agreement; and the officers and directors of Parent are fully authorized in the name of Subsidiary or otherwise to take any and all such action.

ARTICLE II

ORGANIZATIONAL DOCUMENTS, DIRECTORS AND OFFICERS

2.1 Certificate of Incorporation. From and after the Effective Time and until further amended in accordance with the applicable laws of the State of North Carolina, the Certificate of Incorporation of Parent as in effect immediately prior to the Effective Time shall continue in full force and effect as the Certificate of Incorporation of the Surviving Company.

2.2 Bylaws. From and after the Effective Time and until altered, amended or repealed in accordance with applicable law and in accordance with its terms, the Bylaws of Parent as in effect immediately prior to the Effective Time shall continue in full force and effect as the Bylaws of the Surviving Company.

2.3 Directors and Officers. The directors and officers of Parent immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation until the earlier of their respective death, resignation or removal or their respective successors are duly elected or appointed and qualified or until as otherwise provided by law or the Bylaws of the Surviving Company.

2

ARTICLE III

MANNER OF CONVERSION OF EQUITY INTERESTS

3.1 Subsidiary’s Membership Interests. At the Effective Time, all of the authorized, issued and outstanding stock in Subsidiary immediately prior thereto shall, by virtue of the Merger and without any action on the part of the Constituent Companies or any other person, automatically be cancelled for no consideration.

3.1 Parent’s Stock Interest. At the Effective Time, the ownership of all of the issued and outstanding stock of Parent immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the Constituent Companies or any member or person thereof, remain outstanding as fully paid and nonassessable stock of the Surviving Company following the consummation of the Merger.

ARTICLE IV

GENERAL

4.1 Further Assurances. Each of the Constituent Companies hereto shall execute and cause to be delivered to the other party hereto such instruments and other documents, and shall take such other actions, as such other party may reasonably request (prior to, at or after the Effective Time) for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.

4.2 Amendment. This Agreement may be amended by the Constituent Companies, to the fullest extent permitted by law, by an amendment duly executed by the parties hereto at any time prior to the Effective Time.

4.3 Termination. At any time prior to the Effective Time, this Agreement may be terminated and the Merger abandoned by written agreement of the Constituent Companies. If terminated as provided in this Section 4.3, this Agreement shall forthwith become wholly void and of no further force or effect.

4.4 Entire Agreement. This Agreement sets forth the entire understanding of the parties hereto relating to the subject matter hereof and supersedes all prior agreements and understandings among or between any of the parties relating to the subject matter hereof.

4.5 Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way its meaning or interpretation.

4.6 Governing Law. This Agreement shall be governed in all respects, including, but not limited to, validity, interpretation, effect and performance, by the internal laws of the State of North Carolina, without regard to its conflicts of laws principles.

4.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, each Constituent Company has caused this Agreement to be duly executed on behalf of such Constituent Company as of the date first set forth above.

SUBSIDIARY:
iGuard, Inc.
By:	/s/ Eric Sherbet
	Eric Sherbet, President

PARENT:
IQVIA RDS Inc.
By:	/s/ Eric Sherbet
	Eric Sherbet, President

Signature Page to Agreement and Plan of Merger:

iGuard, Inc. into IQVIA RDS Inc.

EX-3.44

Exhibit 3.44

Now known as IQVIA RDS Inc.

Amended and Restated

Bylaws of

Quintiles, Inc.

ARTICLE I

DEFINITIONS

In these bylaws, unless otherwise provided, the following terms shall have the following meanings:

(1) “Act” shall mean the North Carolina Business Corporation Act as codified in Chapter 55 of the North Carolina General Statutes effective July 1, 1990, and as amended from time to time;

(2) “Articles of Incorporation• shall mean the Corporation’s articles of Incorporation, including amended and restated articles of incorporation and articles of merger;

(3) “Corporation” shall mean Quintiles, Inc.;

(4) “Distribution” shall mean a director indirect transfer of money or other property (except the Corporation’s own shares) or incurrence of indebtedness by the Corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend, a purchase, redemption, or other acquisition of shares, a distribution of Indebtedness, or otherwise;

(5) “Emergency” shall mean a catastrophic event which prevents a quorum of the board of directors from being readily assembled;

(6) “Shares” shall mean the units into which the proprietary interests in the Corporation are divided; and

(7) “Voting group” shall mean all shares of one or more classes or series that under the articles of incorporation or the Act are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or the Act to vote generally on a matter are for that purpose a single voting group.

ARTICLE II

OFFICES

SECTION 1. Principal Office: The principal office of the Corporation shall be located at 4709 Creekstone Drive, Riverbirch Building, Suite 300, Durham, Durham County, North Carolina 27703, or at such other place as may be determined from time to time by the directors.

SECTION 2. Registered Office: The registered office of the Corporation shall be located at 225 Hillsborough Street, Raleigh, North Carolina 27603.

SECTION 3. Other Offices: The Corporation may have offices at such other places, either within or without the State of North Carolina, as the board of directors may from time to time determine, or as the affairs of the Corporation may require.

ARTICLE III

MEETINGS OF SHAREHOLDERS

SECTION 1. Place of Meetings: All meetings of shareholders shall be halo at the principal office of the Corporation, or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or as may be agreed upon by a majority of the shareholders entitled to vote at the meeting.

SECTION 2. Annual Meeting: The annual meeting of shareholders for the election of directors and the transaction of other business shall be held annually in any month on any day (except Saturday, Sunday or a legal holiday) as fixed by the board of directors.

SECTION 3. Substitute Annual Meeting: If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called by the board of directors or the president. A meeting so called shall be designated and treated for all purposes as the annual meeting,

SECTION 4. Special Meetings: Special meetings of the shareholders may be called at any time by the board of directors or the president. In addition, special meetings may be called at any time by the shareholders if the holders of at least ten percent (10%) of all the votes entitled to be cast on any Issue proposed to be considered at the proposed special meeting sign, date, and deliver to the secretary a written demand for the meeting describing the purpose or purposes for which it Is to be held; provided, however, the shareholders shall not have such right to call a special meeting if the Corporation has a class of shares registered under Section 12 of the Securities Exchange Act of 1934, as amended. Only business within the purpose or purposes described in the meeting notice specified in Section 5 of this Article may be conducted at a special meeting of shareholders.

SECTION 5. Notice of Meeting: Written or printed notice stating the time and place of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of any shareholders’ meeting, either personally, by mall, by telegraph, by teletype, or by facsimile transmission, by or at the direction of the chairman of the board, the president, the secretary, or other person calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited In the United States mall, addressed to the shareholder at his address as it appears on the record of the shareholders of the Corporation, with postage thereon prepaid.

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In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting Is called. In the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted unless such a statement is required by the Act.

When an annual or special meeting is adjourned to a different date, time, and place, it Is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment ls taken; provided, however, that if a new record date for the adjourned meeting is or must be set, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.

The record date for determining the shareholders entitled to notice of and to vote at an annual or special meeting shall be fixed as provided in Section 3 of Article VIII.

SECTION 6. Waiver of Notice: A shareholder may waive notice of any meeting either before or after such meeting. Such waiver shall be in writing, signed by the shareholder, and filed with the minutes or corporate records. A shareholder’s attendance at a meeting: (i) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting. notice, unless the shareholder objects to considering the matter before it is voted upon.

SECTION 7. Shareholder List: Commencing two (2) business days after notice of a meeting of shareholders Is given and continuing through such meeting, the secretary of the Corporation shall maintain at the principal office of the Corporation an alphabetical list of the shareholders entitled to vote at such meeting, arranged by voting group, with the address of and number of shares held by each. This list shall be subject to inspection by any shareholder or his agent or attorney at any time during usual business hours and may be copied at the shareholder’s expense.

SECTION 8. Quorum: A majority of the votes entitled to be cast on a matter by any voting group, represented In person or by proxy, shall constitute a quorum of that voting group for action on that matter. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by a majority of the votes voting on the motion to adjourn; and at any adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting.

SECTION 9. Proxies: Shares may be voted either in person or by one or more agents authorized by a written proxy executed by the shareholder or by his duly authorized attorney in fact. A proxy may take the form, of a telegram, telex, facsimile or other form, of wire or wireless communication which appears to have been transmitted by a shareholder. A proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. A proxy is not valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifies therein the length of time for which it is to continue in force or limits its use to a particular meeting.

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SECTION 10. Voting of Shares: Unless otherwise provided in these bylaws, the articles of Incorporation, or the Act, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Except for the election of directors, which is governed by the provisions of Section 3 of Article IV, if a quorum is present, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast against the action, unless the vote of a greater number is required by the Act, the articles of incorporation, or these bylaws.

Shares of the Corporation are not entitled to vote if: (i) they are owned, directly or Indirectly, by the Corporation, unless they are held by it In a fiduciary capacity; (ii) they are owned, directly or indirectly, by a second corporation in which the Corporation owns a majority of the shares entitled to vote for directors of the second corporation; or (iii) they are redeemable shares and (x) notice of redemption has been given and (y) a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price upon surrender of the shares.

SECTION 11. Informal Action by Shareholders: Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons who would be entitled to vote upon such action at a meeting and is delivered to the Corporation to be included in the minutes or to be kept as part of the corporate records.

SECTION 12. Corporation’s Acceptance of Votes: If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the Corporation is entitled to accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder.

If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the name of its shareholder, the Corporation is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and to give It effect as the act of the shareholder if: (i) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; (ii) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (iii) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of its status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (iv) the name signed purports to be that of a beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or (v) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to.be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

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The Corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes has a reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

SECTION 13. Number of Shareholders: The following persons or entities identified as a shareholder in the Corporation’s current record of shareholders constitute one shareholder for purposes of these bylaws: (i) all co-owners of the same shares; (ii) a corporation, partnership, trust, estate, or other entity; (iii) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account. Shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1. General Powers: All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its board of directors.

SECTION 2. Number, Term and Qualifications: The number constituting the board of directors shall be not less than one (1) nor more than seven (7). The number of directors within this variable range may be fixed or changed from time to time by the shareholders or the board of directors. Each director shall hold office until his death, resignation, retirement, removal, disqualification, or until his successor is elected and qualified. Directors need not be residents of the State of North Carolina or shareholders of the Corporation.

SECTION 3. Election of Directors: Except as provided in Section 6 of this Article, the directors shall be elected at the annual meeting of shareholders; and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, the election of directors shall be by ballot.

SECTION 4. No Cumulative Voting: The shareholders of the Corporation shall have no right to cumulate their votes for the election of directors.

SECTION 5. Removal: Any director, or the entire board of directors, may be removed from office at any time, with or without cause, but only if the number of votes cast lo remove him exceeds the number of votes cast not to remove him. If a director Is elected by a voting group of shareholders, only members of that voting group may participate in the vote to remove him. A director may not be removed by the shareholders at a meeting unless the notice of the meeting specifies such removal as one of its purposes. If any directors are removed, new directors may be elected at the same meeting•

SECTION 6. Vacancies: Any vacancy occurring in the board of directors, including, without limitation, a vacancy resulting from an increase in the number of directors or from the failure by the shareholders to elect the full authorized number of directors, shall be filled by the shareholders or the board of directors. If such vacancy is to be filled by the board of directors, and if the directors remaining in office constitute fewer than a quorum of the board, such

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vacancy may be filled by the affirmative vote of a majority of the remaining directors or by the sole remaining director. If the vacant office was held by a director elected by a voting group of shareholders, only the remaining director or directors elected by that voting group or the holders of shares of that voting group are entitled to fill the vacancy. The term of a director elected to fill a vacancy shall expire at the next shareholders’ meeting at which directors are elected.

SECTION 7. Compensation: The board of directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the board.

SECTION 8. Committees: The board of directors may create an executive committee and other committees of the board, each of which shall have at least two (2) members, all of whom shall be directors. The creation of a committee and the appointment of members to it must be approved by a majority of all the directors in office when the action is taken. Each committee may, as specified by the board of directors, exercise some or all of the authority of the board except that a committee may not: (i) authorize distributions; (ii) approve or propose to shareholders action that the Act requires be approved by shareholders; (iii) fill vacancies on the board of directors or on any of its committees; (iv) amend the articles of Incorporation pursuant to N.C. Gen. Stat. Section 55-10-02 or its successor, (v) adopt, amend, or repeal bylaws; (vi), approve a plan of merger not requiring shareholder approval; (vii) authorize or approve a reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (viii) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee to do so within limits specifically prescribed by the board of directors. The provisions of Article V, which govern meetings of the board of directors, shall likewise apply to meetings of any committee of the board.

ARTICLE V

MEETINGS OF DIRECTORS

SECTION 1. Regular Meetings: A regular meeting of the board of directors shall be held immediately after, and at the same place as, the annual meeting of the shareholders. In addition, the board of directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

SECTION 2. Special Meetings: Special meetings of the board of directors may be called by or at the request of the president or any director, such meetings may be held either within or without the State of North Carolina, as fixed by the person or persons calling the meeting.

SECTION 3. Notice of Meetings: Regular meetings of the board of directors may be held without notice. The person or persons calling a special meeting of the board of directors shall, at least five (5) days before the meeting, give notice of the meeting by any usual means of communication, including by telephone, telegraph, teletype, mail, private carrier, facsimile transmission, or other form of wire or wireless communication. Such notice may be oral and need not specify the purpose for which the meeting is called.

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SECTION 4. Waiver of Notice: Any director may waive notice of any meeting either before or after such meeting. Such waiver shall be in writing, signed by the director, and filed with the minutes or corporate records; provided, however, that a director’s attendance at or participation in a meeting waives any required notice to him unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and do.es not thereafter vote for or assent to action taken at the meeting.

SECTION 5. Quorum: A majority of the directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the board of directors.

SECTION 6. Manner of Acting: The act of a majority of the directors present at a meeting at which a quorum Is present shall be the act of the board of directors, unless a greater number is required by the articles of Incorporation or these bylaws.

SECTION 7. Presumption of Assent: A director of the Corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (i) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; (ii) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) he files written notice of his dissent or abstention with the presiding officer of the meeting before its adjournment or with the Corporation immediately after adjournment of the meeting. This right of dissent or abstention is not available to a director who votes in favor of the action taken.

SECTION 8. Participation in Meetings: Any or all of the directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.

SECTION 9. Action Without Meeting: Action which may be taken at a board of directors meeting may be taken without a meeting if the action is taken by all members of the board and is evidenced by one or more written consents signed by each director before or after such action, which describes the action taken and is included in the minutes or filed with the corporate records. Such action is effective when the last director signs the consent, unless the consent specifies a different effective date.

ARTICLE VI

OFFICERS

SECTION 1. Officers of the Corporation: The officers of the Corporation shall consist of all or any of a chairman of the board, president, secretary, treasurer, and such vice presidents, assistant secretaries, assistant treasurers, and other officers as the board of directors may from time to time appoint. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.

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SECTION 2. Appointment and Term: The officers of the Corporation shall be appointed by the board of directors. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors. Each officer shall hold office until his death, resignation, retirement, removal, disqualification or until his successor is appointed and qualifies. The appointment of an officer does not itself create contract rights for either the officer or the Corporation.

SECTION 3. Compensation of Officers: The compensation of officers of the Corporation shall be fixed by the board of directors. No officer shall receive compensation for serving the Corporation in any other capacity unless such additional compensation be authorized by the board of directors.

SECTION 4. Resignation and Removal: An officer may resign at any time by communicating his resignation to the Corporation. A resignation is effective when it is communicated unless it specifies in writing a later date. If a resignation is made effective as of a later date and the Corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer. Any officer or agent appointed by the board of directors may be removed by the board at any time, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 5. Bonds: The board of directors may by resolution require any officer, agent, or employee of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the board of directors.

SECTION 6. Chairman of the Board: The board of directors from time to time may appoint from their number a chairman of the board. The chairman of the board, if one is appointed, shall preside at all meetings of the board of directors and the shareholders and shall perform such other duties as may be prescribed from time to time by the board of directors. He shall have the authority to sign certificates for shares, as well as any deeds, mortgages, contracts. or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such documents or instruments shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation or shall be required by the Act to be otherwise signed or executed.

SECTION 7. President: The president shall be the principal executive officer of the Corporation and shall have general charge of the operation of the business of the Corporation. The president shall perform such duties and have such powers as the board of directors from time to time may assign. He shall have the authority to sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such contracts or instruments shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation, or shall be required by the Act to be otherwise signed or executed. The president shall have the power and authority to sign and deliver contracts, agreements, or other

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instruments that are in the ordinary course of the Corporation’s business and contracts, agreements, or other instruments that are not in the ordinary course of the Corporation’s business that the president, in his reasonable discretion, believes would not have a material adverse affect on the Corporation, in both Instances without specific authority from the board of directors.

SECTION 8. Vice Presidents: In the absence of the president, the vice presidents in the order of their length of service as vice presidents, unless otherwise determined by the board of directors, shall perform the duties of the president, arid when so acting shall have all the powers of and be subject to all the restrictions upon that office. Any vice president may sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such documents or instruments shall be expressly delegated by the board of directors or these bylaws to some other officer or agent of the Corporation or shall be required by the Act to be otherwise signed or executed. A vice president shall perform such other duties as from time to lime may be assigned to him by the chairman of the board, the president or the board of directors.

SECTION 9. Secretary: The secretary shall: (i) keep the minutes of the meetings of shareholders, of the board of directors, and of all committees of the board in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (iv) keep a register of the mailing address of each shareholder which shall be furnished to the secretary by such shareholder; (v) sign, with the chairman of the board, the president or a vice president, certificates for shares, the Issuance of which shall have been authorized by resolution of the board of directors; (vi) have general charge of the stock transfer books of the Corporation; (vii) keep or cause to be kept in the State of North Carolina at the Corporation’s principal office a record of the Corporation’s shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each, and prepare or cause to be prepared a shareholder list prior to each meeting of shareholders as required by the Act; (viii) maintain and authenticate the books and records of the Corporation; (ix) with the assistance of the treasurer and other officers, prepare and deliver to the Corporation’s shareholders such financial statements, notices, and reports as may be required by N.C. Gen. Stat. Sections 55-16-20 and 55-16-21 (or their successors); (x) prepare and file with the North Carolina Secretary of state the annual report required by N.C. Gen.. Stat. Section 55-16-22 (or its successor); and (xi) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the chairman of the board, the president or the board of directors.

SECTION 10. Assistant Secretaries: In the absence of the secretary, the assistant secretaries in the order of their length of service as assistant secretary, unless otherwise determined by the board of directors, shall perform the duties of the secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the secretary. They shall perform such other duties as may be assigned to them by the secretary, the chairman of the board, the president, or the board of directors. Any assistant secretary may sign, with the chairman of the board, the president or a vice president, certificates for shares.

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SECTION 11. Treasurer: The treasurer shall be the chief financial officer of the Corporation and shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; (ii) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies In accordance with the provisions of Section 4 of Article VII; (iii) prepare, or cause to be prepared, an annual financial statement in accordance with Section 3 of Article IX; and (iv) in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the chairman of the board, the president or the board of directors. The treasurer may sign, with the chairman of the board, the president or a vice president, certificates for shares.

SECTION 12. Assistant Treasurers: In the absence of the treasurer, the assistant treasurers, in the order of their length of service as assistant treasurer, unless otherwise determined by the board of directors, shall perform the duties of the treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the treasurer. They shall perform such other duties as may be assigned to them by the treasurer, the chairman of the board, the president, or the board of directors. Any assistant treasurer may sign, with the chairman of the board. the president or a vice president, certificates for shares.

ARTICLE VII

CONTRACTS, LOANS, CHECKS AND DEPOSITS.

SECTION 1. Contracts: The board of directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in Its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific Instances.

SECTION 3. Checks and Drafts: All checks, drafts or other orders for payment of money issued in the name of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

SECTION 4. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the board of directors shall direct.

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ARTICLE VIII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares: Shares may, but need not, be represented by certificates. If certificates are issued, they shall be in such form as the board of directors shall determine; provided that, at a minimum, each certificate shall state on its face: (i) the name of the Corporation and that it is organized under the laws of North Carolina; (ii) the name of the person to whom issued; and (iii) the number and class of shares and the designation of the series, if any, the certificate represents. If the Corporation issues certificates for shares of preferred stock, the designations, relative rights, preferences, and limitations applicable to that class, and the variations In rights, preferences, and limitations for each series within that class (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate; alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish the shareholder this information in writing and without charge. These certificates shall be signed, either manually or in facsimile, by the chairman of the board, the president, or any vice president, and the secretary or any assistant secretary, the treasurer or any assistant treasurer. They shall be consecutively numbered or otherwise identified and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.

SECTION 2. Transfer of Shares: Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record, by his legal representative (who shall furnish proper evidence of authority to transfer) or by his attorney (whose authority shall be evidenced by a power of attorney duly executed and filed with the secretary), and only upon surrender for cancellation of the certificates for such shares.

SECTION 3. Fixing Record Date: For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, to demand a special meeting, to vote, to take any other action, or to receive payment, or for any other purpose, the board of directors may fix, In advance a date as the record date for any such determination of shareholders, such record date in any case to be not more than seventy (70) days, and, in case of a meeting of shareholders, not less than ten (10) days, before the date on which the particular action requiring such determination of shareholders is to be taken.

When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shalt apply to any adjournment of such meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

SECTION 4. Lost Certificates: The board of directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing the issuance of a new certificate, the board of directors may require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the board of directors may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

SECTION 5. Reacquired Shares: The Corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.

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ARTICLE IX

GENERAL PROVISIONS

SECTION 1. Distributions: The board of directors may from time to time declare, and the Corporation may make, distributions on Its outstanding shares in the manner and subject to the terms and conditions provided by the Act and by the articles of incorporation.

SECTION 2. Seal: The corporate seal of the Corporation shall consist of two concentric circles between which Is the name of the Corporation and in the center of which is Inscribed “CORPORATE SEAL” or “SEAL”, and which shall have such other characteristics as the board of directors may determine.

SECTION 3. Records and Reports: All of the Corporation’s records shall be maintained in written form or in another form capable of conversion into written form within a reasonable time. The Corporation shall keep as permanent records minutes of all meetings of Its incorporators, shareholders, and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors.

The Corporation shall keep a copy of the following records at its principal office: (i) the articles of incorporation and all amendments to them currently In effect; (ii) these bylaws and all amendments to them currently in effect; (iii) resolutions adopted by Its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations (if shares issued pursuant to those resolutions are outstanding); (iv) the minutes of all meetings of shareholders and records of all actions taken by shareholders without a meeting during the past three years; (v) all written communications to shareholders generally within the past three years; (vi) the annual financial statements described below, prepared during the past three years: (vii) a list of the names and business addresses of its current directors arid officers; and (viii) its most recent annual report delivered to the North Carolina Secretary of State.

The Corporation shall prepare and make available to its shareholder annual financial statements for the Corporation and Its subsidiaries that: (i) includes a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for the year; and (II) is accompanied by either (x) a report of a public accountant on the annual financial statements, or (y) a statement by the treasurer stating his reasonable belief whether the annual financial statements were prepared on the basis of generally accepted accounting principles (and, if not, describing the basis of preparation) and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. These annual financial statements, or a written notice of their availability, shall be mailed to each shareholder within 120 days after the close of each fiscal year of the Corporation. On written request from a shareholder who was not mailed the annual financial statements, the Corporation shall mall to him the latest such statements.

The Corporation shall also prepare and file with the North Carolina Secretary of State an annual report in such form as required by N.C. Gen. Stat. Section 55-16-22, or its successor.

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SECTION 4. Indemnification: Any person who at any time serves or has served as a director or officer of the Corporation, or at the request of the Corporation is or was serving as an officer, director, agent, partner, trustee, administrator, or employee for any other foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, shall be Indemnified by the Corporation to the fullest extent from time to time permitted by law in the event he ls made, or is threatened to be made, a party to any threatened, pending or completed civil, criminal, administrative, investigative or arbitrative action, suit or proceeding and any appeal therein (and any inquiry or investigation that could lead to such action, suit or proceeding), whether or not brought by or on behalf of the Corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity. In addition, the board may provide such indemnification for the employees and agents of the Corporation as It deems appropriate.

The rights of those receiving indemnification hereunder shall, to the fullest extent from time to time permitted by law, cover (i) reasonable expenses, including without limitation all attorneys’ fees actually and necessarily incurred by him in connection with any such action, suit or proceeding, (ii) all reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he may have become liable in such action, suit or proceeding; and (iii) all reasonable expenses incurred in enforcing the indemnification rights provided herein.

Expenses incurred by anyone entitled to receive indemnification under this section .in defending a proceeding may be paid by the Corporation in advance of the final disposition of such proceeding as authorized by the board of directors in the specific case or as authorized or required under any provisions in the bylaws or by any applicable resolution or contract upon receipt of an undertaking by or on behalf of the director to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation against such expenses.

The board of directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of Indemnity due him.

Any person who at any time serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of such repeal or modification. The rights provided for herein shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this bylaw.

SECTION 5. Fiscal Year: The fiscal year of the Corporation shall be fixed by the board of directors.

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SECTION 6. Amendments:

(a) The board of directors may amend or repeal these bylaws, except to the extent otherwise provided in the articles of Incorporation, a bylaw adopted by the shareholders after the date hereof, or the Act, and except that a bylaw adopted, amended or repealed by the shareholders after the date hereof may not be readopted, amended or repealed by the board of directors if neither of the articles of Incorporation nor a bylaw adopted by the shareholders after the date hereof authorizes the board of directors to adopt, amend, or repeal that particular bylaw or the bylaws generally.

(b) The Corporation’s shareholders may adopt, amend, alter, change, or repeal any of these bylaws consistent with the provisions of Section 10 of Article III.

(c) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (i) if originally adopted by the shareholders, only by the shareholders, unless the bylaw permits amendment or repeal by the board of directors; or (ii) if originally adopted by the board of directors, either by the shareholders or by the board of directors.

(d) A bylaw referred to in Subsection (c) above: (i) may not be adopted by the board of directors by a vote of less than a majority of the directors then in office; and (ii) may not itself be amended by a quorum or vote of the directors less than the quorum or vote therein prescribed or prescribed by a bylaw adopted or amended by the shareholders.

(e) A bylaw adopted or amended by the shareholders that fixes a greater voting or quorum requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

SECTION 7. Emergencies: In anticipation of or during an emergency, the board of directors may: (i) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (ii) relocate the principal office or designate alternative principal or regional offices, or authorize the officers to do so.

During an emergency: (i) notice of a meeting of the board of directors need be given only to those directors whom It is practicable to reach and may be given In any practicable manner, including by publication and radio; and (ii) one or more officers present at a meeting of the board of directors may be deemed to be directors far the meeting, In order of rank and within the same rank In order of seniority, as necessary to achieve a quorum.

SECTION 8. Severability: should any provision of these bylaws become Ineffective or be declared to be Invalid for any reason, such provision shall be severable from the remainder of these bylaws and all other provisions of these bylaws shall continue to be in full force and effect.

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ATTESTED:

/s/ Thomas Perkins	Dated:
Thomas C. Perkins
Assistant Secretary

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EX-3.45

Exhibit 3.45

State of North Carolina

Department of the Secretary of State

ARTICLES OF ORGANIZATION

INCLUDING ARTICLES OF CONVERSION

Pursuant to §§ 57C-2-21, 57C-9A-01 and 57C-9A-03 of the General Statutes of North Carolina, the undersigned converting business entity does hereby submit these Articles of Organization Including Articles of Conversion for the purpose of forming a limited liability company.

1.	The name of the limited liability company is: Quintiles Latin America, LLC
	The limited liability company is being formed pursuant to a conversion of another business entity.
2.	The name of the converting business entity is Quintiles Latin America, Inc. and the organization and internal affairs of the converting business entity are governed by the laws of the state or country of North Carolina A plan of conversion has been approved by the converting business entity as required by law.
3.	The converting business entity is a (check one): ☒ domestic corporation; ☐ foreign corporation; ☐ foreign limited liability company; ☐ domestic limited partnership; ☐ foreign limited partnership; ☐ domestic registered limited liability partnership; ☐ foreign limited liability partnership; or ☐ other partnership as defined in G.S. 59-36, whether or not formed under the laws of North Carolina.
4.	If the limited liability company is to dissolve by a specific date, the latest date on which the limited liability company is to dissolve: (If no date for dissolution is specified, there shall be no limit on the duration of the limited liability company.)
5.	The name and address of each person executing these articles of organization is as follows: (State whether each person is executing these articles of organization in the capacity of a member, organizer or both).
	Beverly Rubin, Organizer
	4709 Creekstone Dr.
	Durham, North Carolina 27703
6.	The street address and county of the initial registered office of the limited liability company is:
	Number and Street 150 Fayetteville Street, Box 1011
	City, State, Zip Code Raleigh, North Carolina 27601                                                          County Wake
7.	The mailing address, if different from the street address, of the initial registered office is:
8.	The name of the initial registered agent is: CT Corporation System

9. Principal office information: (Select either a or b.)

a. ☒ The limited liability company has a principal office.

• The street address and county of the principal office of the limited liability company is:

Number and Street 4820 Emperor Boulevard

City, State, Zip Code Durham, North Carolina 27703                                         County Durham

• The mailing address, if different from the street address, of the principal office of the limited liability company is:                                                                                                                                                           

b. ☐ The limited liability company does not have a principal office.

10. Check one of the following:

☒ (i) Member-managed LLC: all members by virtue of their status as members shall be managers of this limited liability company.

☐ (ii) Manager-managed LLC: except as provided by N.C.G.S. Section 57C-3-20(a), the members of this limited liability company shall not be managers by virtue of their status as members.

11. Any other provisions which the limited liability company elects to include are attached.

12. These articles will be effective upon filing, unless a date and/or time is specified:

December 31, 2011 at 11:59 p.m. Eastern Standard Time

This is the 31^st day of December, 2011.

Quintiles Latin America, LLC

/s/ Beverly Rubin

Signature

Beverly Rubin, Organizer

Type or Print Name and Title

NOTES:

1. Filing fee is $125. This document must be filed with the Secretary of State.

QUINTILES LATIN AMERICA, LLC

ARTICLES OF AMENDMENT

OF

ARTICLES OF ORGANIZATION

Pursuant to Section 57D-2-22 of the General Statutes of North Carolina, the undersigned limited liability company, Quintiles Latin America, LLC (the “Company”), hereby submits these Articles of Amendment for the purpose of amending its Articles of Organization:

1. The name of the limited liability company is Quintiles Latin America, LLC

2. Article 1 of the Articles of Organization of the Company is hereby amended to read as follows:

“1. The name of the limited liability company is IQVIA RDS Latin America LLC”

3. The foregoing amendment was duly adopted by unanimous vote of the sole member of the limited liability company.

4. These articles will become effective upon filing.

IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of November, 2017.

QUINTILES LATIN AMERICA, LLC
By:	/s/ James H. Erlinger III
	Name: James H. Erlinger III Title: Authorized Person

EX-3.46

Exhibit 3.46

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

among

IQVIA RDS LATIN AMERICA LLC

and

THE MEMBERS NAMED HEREIN

dated as of

November 10, 2023

TABLE OF CONTENTS

		Page
ARTICLE I FORMATION OF THE COMPANY			1
1.1	Formation		1
1.2	Name		1
1.3	Registered Office and Registered Agent		1
1.4	Principal Place of Business		1
1.5	Purposes and Powers		1
1.6	Term		1
1.7	Nature of Member’s Interest		1
1.8	Status of the Company		2
ARTICLE II DEFINITIONS			2
ARTICLE III MANAGEMENT OF THE COMPANY			4
3.1	Board of Managers; Powers		4
3.2	Board of Managers; Composition		4
3.3	Board of Managers; Meetings		4
3.4	Board of Managers; Quorum and Acts of the Board		5
3.5	Board of Managers; Action by Written Consent		5
3.6	Board of Managers; Appointment and Termination		5
ARTICLE IV OFFICERS			5
4.1	Officers; Election		5
4.2	Term of Office; Resignation; Removal; Vacancies		5
4.3	President		6
4.4	Vice Presidents		6
4.5	Secretary		6
4.6	Chief Financial Officer		6
4.7	Other Officers		6
4.8	Compensation		6
ARTICLE V INDEMNIFICATION; LIMITATION ON LIABILITY			7
5.1	Right to Indemnification		7
5.2	Prepayment of Expenses		7
5.3	Claims		7
5.4	Nonexclusivity of Rights		7
5.5	Other Sources		7

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5.6	Amendment or Repeal	7
5.7	Other Indemnification and Prepayment of Expenses	7
5.8	Insurance	8
5.9	Limited Liability	8
ARTICLE VI UNITS		8
6.1	Units Generally	8
6.2	Common Units	9
6.3	Preferred Units	9
6.4	Actions by Members	12
6.5	Record Holder of Units	12
6.6	Additional Capital Contributions	12
6.7	Additional Units	13
6.8	Return of Capital Contributions	13
6.9	No Interest on Capital Contributions	13
6.10	No Right of Partition	13
ARTICLE VII DISTRIBUTIONS		13
7.1	Interim Distributions	13
7.2	Distribution in Liquidation	13
7.3	Limitations upon Distributions	13
ARTICLE VIII TRANSFER OF INTERESTS AND ADMISSION OF MEMBERS		14
ARTICLE IX DISSOLUTION AND LIQUIDATION OF THE COMPANY		14
9.1	Dissolution Events	14
9.2	Liquidation	14
9.3	Articles of Dissolution	15
ARTICLE X UNITED STATE FEDERAL, STATE AND LOCAL TAX MATTERS		15
10.1	Amendments to Contribution Agreements	15
10.2	Partnership for U.S. Income Tax Purposes	15
10.3	Tax Returns	15
10.4	Capital Accounts; Allocations Of Net Profits and Net Losses	16
ARTICLE XI MISCELLANEOUS		16
11.1	Records	16
11.2	Amendments	16
11.3	Survival of Rights	16
11.4	Governing Law	16

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11.5	Severability	16
11.6	Creditors Not Benefited	16
11.7	General Rules of Interpretation.	16

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LIMITED LIABILITY COMPANY AGREEMENT

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of IQVIA RDS Latin America LLC, a limited liability company organized pursuant to the North Carolina Limited Liability Company Act (the “Company”), is executed effective as of November 10, 2023 (“Effective Date”), by and among the Company, the Member executing this Agreement as of the Effective Date (the “Initial Member”), and each other Person who, after the Effective Date, becomes a Member of the Company and becomes a party to this Agreement by executing a joinder to this Agreement. Capitalized terms not otherwise defined herein shall have the meaning set forth in Article II.

ARTICLE I

FORMATION OF THE COMPANY

1.1 Formation. The Company was formed on December 31, 2011, upon the filing of the Articles of Organization, including Articles of Conversion, with the Secretary of State. The Company was formed upon the conversion of Quintiles Latin America, Inc., a North Carolina corporation, into a North Carolina limited liability company. The Initial Member and the Company entered into that certain Limited Liability Company Agreement of the Company, dated as of December 31, 2011 (the “Original Agreement”). This Agreement supersedes, amends, and restates the Original Agreement.

1.2 Name. The name of the Company is IQVIA RDS Latin America LLC. The Board may change the name of the Company from time to time, provided appropriate amendments to this Agreement and the Articles of Organization and necessary filings under the Act are first obtained or made.

1.3 Registered Office and Registered Agent. The Company’s registered office within the State of North Carolina and its registered agent at such address shall be as determined from time to time by the Board.

1.4 Principal Place of Business. The principal place of business of the Company shall be at such place or places as the Board may from time to time deem necessary or advisable.

1.5 Purposes and Powers. The purpose of the Company shall be to engage in any lawful business for which limited liability companies may be organized under the Act. The Company shall have any and all powers that are necessary or desirable to carry out the purposes and business of the Company, to the extent the same may be legally exercised by limited liability companies under the Act.

1.6 Term. The Company shall continue in existence until the Company is dissolved and its affairs wound up in accordance with the provisions of this Agreement or the Act.

1.7 Nature of Member’s Interest. The interests of the Members in the Company shall be personal property for all purposes. Legal title to all Company assets shall be held in the name of the Company. Neither any Member nor any successor, representative, or assign of any Member shall have any right, title, or interest in or to any Company property except with respect to the INNMC Businesses. The INNMC Member shall remain the beneficial owner of the INNMC Businesses for U.S. federal income tax purposes as described in Frank Lyon Company v. United States, 435 U.S. 561 (1978) and Rev. Rul. 55-39, 1955-1 C.B. 403.

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1.8 Status of the Company. Solely for federal and state income tax purposes and pursuant to Regulations Section 301.7701-3, (a) for so long as the Company has only one Member, the Company is intended to be disregarded as an entity that is separate from the Member and (b) for so long as the Company has multiple Members, the Company is intended to be treated as a partnership. Notwithstanding the foregoing, for all other purposes (including, without limitation, limited liability protection for the Members from Company liabilities), however, the Members and the Company intend the Company to be respected as a separate legal entity that is separate and apart from the Members. The Company shall be specifically identified as “IQVIA RDS Latin America LLC” in all writings, including stationery, invoices, business cards and checks. The Company’s property and financial accounts shall be completely separate from and not commingled with the property or accounts of the Members.

ARTICLE II

DEFINITIONS

The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):

“Act” means the North Carolina Limited Liability Company Act, as amended from time to

time.

“Additional Member” means any Person admitted to membership in the Company in

addition to the Initial Member.

“Agreement” means this Amended and Restated Limited Liability Company Agreement, as it may be amended from time to time.

“Articles of Organization” means the Articles of Organization of the Company filed with the Secretary of State, as amended or restated from time to time.

“Available Proceeds” means consideration received by the Company for a Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed, as determined in good faith by the Board), together with any other assets of the Company available for distribution to its Members, all to the extent permitted by North Carolina law governing distributions to Members.

“Capital Contribution” means, for any Member, the total amount of cash and property contributed to the Company by such Member.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any corresponding federal tax statute enacted after the date of this Agreement.

“Common Member” means a Person in his, her or its capacity as a holder of Common Units.

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“Distribution” means any money or other property distributed to the Members with respect to the Members’ Membership Interest, but shall not include any payment to the Members for materials or services rendered or any reimbursement to the Members for expenses incurred by the Members in accordance with this Agreement.

“INNMC Businesses” means, as of the time immediately before such property is legally transferred to the Company by the INNMC Member, (i) the assets and liabilities of IQVIA IES European Holdings, Novex Pharma Limited, IQVIA IES Overseas Holdings Limited, Penderwood Limited, IQVIA IES UK Limited, IQVIA Asia Pacific Commercial Holdings LLC, IQVIA RDS Clindata (Pty.) Ltd., IQVIA RDS Clindepharm (Pty.) Ltd., Quintiles Clindata (Pty) Limited, IQVIA RDS Brasil Ltda. (as to 99.9966% of its assets and liabilities), and IQVIA RDS Argentina S.R.L., and (ii) the corporate stock (or equivalent thereof) of IQVIA CSMS GmbH, IQVIA RDS Spain S.L. (as to 4.78% of its corporate stock (or equivalent thereof)), Novex Pharma Laboratorio

S.L. (as to 4.78% of its corporate stock (or equivalent thereof)), IQVIA AB, IQVIA IES Europe Limited, IQVIA IES Denmark ApS, IQVIA Staff Services Sp.A., IQVIA IES Oy, Innovex Saglik Urunleri Pazarlama ve Hizmet Danismanlik Anonim Sirketi (as to 50% of its corporate stock (or equivalent thereof)), Quintiles Commercial Rus LLC (as to 99% of its corporate stock (or equivalent thereof)), IQVIA IES South Africa (Pty) Limited, IQVIA RDS Nigeria Limited, IQVIA RDS South Africa (Pty.) Ltd., Quintiles Benin S.A.R.L.U., Quintiles West Africa Limited, IQVIA RDS East Africa Limited, GCE Solutions (Pty) Limited, Quintiles South Africa (PTY.) Limited. For the avoidance of doubt, any entities and other assets transferred into, or liabilities issued or assumed by, INNMC Businesses in connection with the transactions surrounding the First Amended and Restated LLC Agreement of IQVIA RDS Latin America LLC or thereafter do not become INNMC Businesses (to the extent that they were not already INNMC Businesses).

“INNMC Member” means Innovex Merger Corp., a North Carolina corporation, also an Additional Member.

“Member” means (a) the Initial Member (for so long as it continues to hold Membership Interests in the Company); and (b) each Additional Member who is hereafter admitted as a Member in accordance with the terms of this Agreement and the Act, in each case so long as such Person is shown on the Company’s books and records as the owner of one or more Units. The Members shall constitute the “members” (as that term is defined in the Act) of the Company.

“Membership Interest” means a Member’s rights in the Company, including without limitation, the Member’s right to receive Distributions (liquidation or otherwise) and any right to vote at meetings of the Members as provided in the Act and this Agreement.

“Person” means an individual, a trust, an estate, a domestic corporation, a foreign corporation, a professional corporation, a partnership, a limited partnership, a limited liability company, a foreign limited liability company, an unincorporated association, or another entity.

“Preferred Member” means a Person in his, her or its capacity as a holder of Preferred Units.

“Secretary of State” means the Secretary of State of North Carolina.

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“Transfer” means (i) as a verb, to sell, assign, transfer, or otherwise dispose of property, including without limitation an interest in the Company, and (ii) as a noun, the act of taking any of the actions described in clause (i).

“Regulations” means the regulations promulgated under the Code, as such regulations may be amended from time to time (including temporary regulations and corresponding provisions of succeeding regulations and so-called “rulings” by the Internal Revenue Service to the extent these may be applicable to the particular situation).

“Units” means a unit representing a fractional part of the Membership Interests of the Members and shall include all types, classes, and series of Units, including the Preferred Units, the Class A Common Units and the Class B Common Units; provided, that any type, class, or series of Unit shall have the privileges, preference, duties, liabilities, obligations, and rights set forth in this Agreement with respect to such type, class, or series of Unit and the Membership Interests represented by such type, class, or series of Unit shall be determined in accordance with such privileges, preference, duties, liabilities, obligations, and rights. Consistent with the principles of Revenue Ruling 55-39, 1955-1 C.B. 403, the Class B Common Units shall evidence the retained beneficial ownership of the INNMC Member of the INNMC Business and shall not evidence the right to participate in any distributions or allocations with respect to the assets of the Company which are not the INNMC Business. Reference is also hereby made to Section 10.1.

ARTICLE III

MANAGEMENT OF THE COMPANY

3.1 Board of Managers; Powers. The business and affairs of the Company shall be managed by or under the direction of a board of managers (the “Board”) except as pertains to the INNMC Businesses. The members of the Board (the “Managers”) shall be “managers” within the meaning of the Act. Subject to the provisions of this Agreement, the Board shall have full and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company except as pertains to the INNMC Businesses. No Member, in its capacity as such, shall participate in or have any control over the business of the Company except as pertains to the INNMC Businesses. The INNMC Member shall have full and complete discretion to manage the business and affairs of the INNMC Businesses, to make all decisions affecting the business and affairs of the INNMC Businesses and to take all such actions as it deems necessary or appropriate with respect to the INNMC Businesses.

3.2 Board of Managers; Composition. The total number of Managers constituting the Board as of the Effective Date shall be one (1) Manager. Thereafter, the total number of Managers constituting the Board may be fixed from time to time by the holders of a majority of the outstanding Units. The initial Manager shall be Eric M. Sherbet.

3.3 Board of Managers; Meetings. Regular meetings of the Board may be called on at least twenty four (24) hours’ notice to each Manager, either personally, by telephone, by mail, by electronic mail or by any other means of communication reasonably calculated to give notice, at such times and at such places as shall from time to time be determined by the Board, or the chairman thereof (if any), as applicable. Any Manager may call a special meeting of the Board on not less than twenty-four (24) hours’ notice to each other Manager, either personally, by telephone, by mail, by electronic mail or by any other means of communication reasonably calculated to give notice.

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3.4 Board of Managers; Quorum and Acts of the Board. At all duly called meetings of the Board, a majority of the total number of Managers shall be required to establish a quorum for the transaction of business.

3.5 Board of Managers; Action by Written Consent. Notwithstanding the provisions of Section 3.3 and Section 3.4, any action required or permitted to be taken by the Board may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed unanimously by all the Managers. Any such consent shall have the same force and effect as a vote at a meeting of the Board where a quorum was present and may be stated as such in any document or instrument filed with the Secretary of State.

3.6 Board of Managers; Appointment and Termination. Managers shall be appointed by the Members and shall hold office at the pleasure of the Members. A Manager shall serve until the earlier of his or her death, resignation or removal. A Manager may be removed at any time, with or without cause, by the Members. A Manager may resign by any time by delivering his or her written resignation to the Members.

ARTICLE IV

OFFICERS

4.1 Officers; Election. The Board may appoint a President, a Chief Executive Officer, a Chief Financial Officer, a Treasurer, one or more Vice Presidents, one or more Assistant Vice Presidents, a Secretary, and one or more Assistant Secretaries and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person. The Board may also empower the President of the Company to appoint such other officers as the business of the Company may require. The officers of the Company designated by the Board as of the date hereof are listed on Exhibit A hereto.

4.2 Term of Office; Resignation; Removal; Vacancies. Except as otherwise provided in the resolution of the Board electing any officer, each officer shall serve at the pleasure of the Board or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President of the Company. Such resignation shall take effect at the time specified therein, and, unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer, with or without cause, at any time. Any officer who has been appointed by the President pursuant to Section 4.1 above may be removed, with or without cause, by the President or any other officer upon whom such power of removal may be conferred by the Board. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Company, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Company by death, resignation, removal or otherwise may be filled by the Board.

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4.3 President. If the Board has appointed a President, the general management and executive authority of the Company and the responsibility for carrying out the policies adopted by the Board shall be vested in the President of the Company who shall have general charge and supervision of the business of the Company. He or she shall have power to sign any Unit certificates, contracts and other instruments of the Company which are authorized and shall have general supervision and direction of all of the other officers, employees, and agents of the Company.

4.4 Vice Presidents. The Vice President or Vice Presidents, if any, at the request of the President or in the absence or disability of the President, shall perform the duties of the President, and when so acting shall have the powers of the President. If there be more than one Vice President, the Board may determine which one or more of the Vice Presidents shall perform any of such duties; or if such determination is not made by the Board, the President may make such determination; otherwise any of the Vice Presidents may perform any of such duties. The Vice President or Vice Presidents shall have such other powers and perform such other duties as may be assigned to such Vice President or Vice Presidents by the Members or the President.

4.5 Secretary. If the Board has appointed a Secretary, the Secretary shall have the duty to record actions of the Company approved by the Members and the Board, shall be custodian of the records of the Company, and shall perform all duties incident to the office of secretary of a corporation and such other duties may be assigned to him or her by the Board or the President.

4.6 Chief Financial Officer. The Chief Financial Officer, if there be such an officer, shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Company and shall deposit or cause to be deposited, in the name of the Company, all moneys or other valuable effects in such banks, trust companies or other depositories as shall be selected from time to time by or under authority of the Members. If required by the Board, the Chief Financial Officer shall give a bond for the faithful discharge of his or her duties, with such surety or sureties as the Board may determine. The Chief Financial Officer shall keep, or cause to be kept, full and accurate records of all receipts and disbursements in books of the Company and shall render to the Board and the Members, whenever requested, an account of the financial condition of the Company. In general, the Chief Financial Officer shall perform all the duties incident to the office of treasurer of a corporation and such other duties as may be assigned to him or her by the Board or the President.

4.7 Other Officers. The other officers, if any, of the Company shall have such powers and duties in the management of the Company as shall be stated in a resolution adopted by the Board and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.

4.8 Compensation. The compensation of the officers shall be fixed from time to time by the Board.

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ARTICLE V

INDEMNIFICATION; LIMITATION ON LIABILITY

5.1 Right to Indemnification. The Company shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Person (an “Indemnitee”) who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that the Indemnitee, or a Person for whom the Indemnitee is the legal representative, is or was after the date of this Agreement, a manager or an officer of the Company or, while a manager or an officer of the Company, is or was after the date of this Agreement serving at the request of the Company as a manager, director, officer, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Indemnitee. Notwithstanding the preceding sentence, except as otherwise provided in Section 5.3, the Company shall be required to indemnify an Indemnitee in connection with a Proceeding (or part thereof) commenced by such Indemnitee only if the commencement of such Proceeding (or part thereof) by the Indemnitee was authorized by the Board.

5.2 Prepayment of Expenses. The Company may, in its discretion, pay the expenses (including attorneys’ fees) incurred by an Indemnitee in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnitee to repay all amounts advanced if it should ultimately be determined that the Indemnitee is not entitled to be indemnified under this ARTICLE V or otherwise.

5.3 Claims. If a claim for indemnification or payment of expenses under this ARTICLE V is not paid in full within sixty (60) days after a written claim therefor by the Indemnitee has been received by the Company, the Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Company shall have the burden of proving that the Indemnitee is not entitled to the requested indemnification or payment of expenses under applicable law.

5.4 Nonexclusivity of Rights. The rights conferred on any Indemnitee by this ARTICLE V shall not be exclusive of any other rights which such Indemnitee may have or hereafter acquire under any statute, any provision of the Articles of Organization or this Agreement, or otherwise.

5.5 Other Sources. The Company’s obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at its request as a manager, officer, employee or agent of another limited liability company or a corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such limited liability company, corporation, partnership, joint venture, trust, enterprise or nonprofit enterprise.

5.6 Amendment or Repeal. Any repeal or modification of the foregoing provisions of this ARTICLE V shall not adversely affect any right or protection hereunder of any Indemnitee in respect of any act or omission occurring prior to the time of such repeal or modification.

5.7 Other Indemnification and Prepayment of Expenses. This ARTICLE V shall not limit the right of the Company, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Indemnitees when and as authorized by appropriate limited liability company action.

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5.8 Insurance. The Company may purchase and maintain insurance on behalf of any Indemnitee against any liability asserted against such Indemnitee and incurred by such Indemnitee in any such capacity, or arising out of the Indemnitee’s status as such, whether or not the Company would have the power or the obligation to indemnify such Indemnitee against such liability under the provisions of this ARTICLE V.

5.9 Limited Liability. Except as otherwise expressly stated in this Agreement, no Member shall be required to make any contribution of cash or other property to the capital of the Company, nor shall any Member, in his, her or its capacity as such, be bound by, or personally liable for, any expense, liability, or obligation of the Company except to the extent of any unpaid amounts by the Members in respect of any Units, subscriptions, and the obligation to return Distributions made to it under certain circumstances as required by the Act. The Company shall indemnify the Members to the fullest extent permitted or required by the Act, as amended from time to time, and the Company may advance expenses incurred by the Members; provided, that the Members shall reimburse the Company for such advance in the event it is ultimately determined that such Member is not entitled to be indemnified by the Company against such expenses.

ARTICLE VI

UNITS

6.1 Units Generally.

6.1.1. Membership Interests in the Company shall be represented by and divided into Units. Upon the issuance or Transfer of Units to any Person, the Company shall enter the name and address of such Person, as well as the number and class(es) of Units held by such Person and the aggregate Capital Contributions of such Person, in the Company’s register of Members (the “Members Register”). Except as otherwise provided in this Agreement, the Units shall have the same relative rights and be identical in all respects as to all matters. Notwithstanding the foregoing, nothing contained in this Agreement shall create any interest on the part of the Members in the business or other assets of the Company or the Members of the Company.

6.1.2. As of the Effective Date, the Company is authorized to issue the following number and classes of Units, each of which shall carry the rights, privileges, preferences, duties, liabilities and obligations set forth in this Agreement:

(a) 700,000 Class A Common Units (each, a “Class A Common Unit”);

(b) 15,000 Class B Common Units (each, a “Class B Common Unit”) and

(c) 1,000 Class A Preferred Units (each, a “Preferred Unit”).

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6.1.3. A copy of the Members Register as of the Effective Date is attached hereto as Exhibit B.

6.1.4. A Person may hold more than one class of Units and, in such event, unless otherwise provided herein, shall be considered to be a separate Member of the Company with respect to each class of Units held for purposes of this Agreement.

6.2 Common Units.

6.2.1. Voting. Except as otherwise provided by applicable law or the Articles of Organization, each Common Member is entitled to one vote for each Class A Common Unit held by such Common Member at all meetings of Members (and written actions in lieu of meetings). There shall be no cumulative voting. The number of authorized Common Units may be increased or decreased (but not below the number of Units thereof then outstanding) by the affirmative vote of the holders of Units representing a majority of the votes represented by all outstanding Units entitled to vote, irrespective of the provisions of Section 57D-2-22 of the Act. No member is entitled to a vote with respect to the Class B Common Units.

6.3 Preferred Units

6.3.1. Dividends.

(a) From and after the date of the issuance of any Preferred Units, dividends at the rate per annum of ten and a half percent (10.5%) of the Original Issue Price (as defined below) of such Preferred Unit, plus the amount of previously accrued dividends, compounded annually, shall accrue on each Preferred Unit then outstanding (subject to appropriate adjustment in the event of any Unit dividend, split, combination or other similar recapitalization with respect to the Preferred Units) (the “Accruing Dividends”). Accruing Dividends shall accrue from day to day, whether or not declared, shall be cumulative, and shall be prior and in preference to any declaration or payment of any other dividend. Subject to approval of the Board (which approval shall not be unreasonably withheld, conditioned or delayed), Accruing Dividends shall be paid annually. So long as any Preferred Units are issued and outstanding, the Company shall not declare, pay or set aside any dividends on any other class or series of Units of the Company unless (in addition to the obtaining of any consents required elsewhere in this Agreement or the Articles of Organization) the holders of the Preferred Units then outstanding shall first receive, or simultaneously receive, a dividend on each outstanding Preferred Unit in an amount equal to the amount of the aggregate Accruing Dividends then accrued on such Preferred Unit and not previously paid. The Accruing Dividends are intended to be treated as guaranteed payments for the use of capital within the meaning of Section 707(c) of the Code. The “Original Issue Price” shall mean US $1,000,000.00 per Preferred Unit, subject to appropriate adjustment in the event of any Unit dividend, Unit split, combination or other similar recapitalization with respect to the Preferred Units. To the extent that an Accruing Dividend remains unpaid at the end of the year, solely for U.S. federal income tax purposes the unpaid Accruing Dividend will be deemed paid to the Preferred Member, and the Preferred Member will be deemed to immediately recontribute the deemed paid amount to the capital of the Company. The resulting addition to capital will be governed by the principles of Section 704(b) of the Code and by this Agreement, including Exhibit C.

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6.3.2. Liquidation, Dissolution or Winding Up; Deemed Liquidation Event.

(a) Preferential Payments to Preferred Members. Except as provided in Section 6.3.2(e) below, in the event of (i) any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Preferred Units then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its Members, after satisfaction of liabilities and obligations to creditors, if any, and (ii) a Deemed Liquidation Event (as defined below), the holders of Preferred Units then outstanding shall be entitled to be paid out of the consideration payable to Members in such Deemed Liquidation Event or out of the Available Proceeds, as applicable, in each case (clauses (i) and (ii)) before any payment shall be made to the holders of Class A Common Units by reason of their ownership thereof, an amount per Preferred Unit equal to the Original Issue Price, plus any Accruing Dividends accrued but unpaid thereon, whether or not declared (the “Liquidation Amount”). After the distribution of the Liquidation Amount, the Preferred Members shall not be entitled to any further distribution of or participation in the distribution of any assets of the Company. If upon any such liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, the assets of the Company available for distribution to its Members shall be insufficient to pay the holders of Preferred Units the full amount to which they shall be entitled under this Section 6.3.2(a), the holders of Preferred Units shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the Preferred Units held by them upon such distribution if all amounts payable on or with respect to such Preferred Units were paid in full.

(b) Payments to Common Members. Except as provided in Section 6.3.2(e) below, in the event of (i) any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment in full of all Liquidation Amounts required to be paid to the Preferred Members, the remaining assets of the Company available for distribution to its Members or (ii) in the case of a Deemed Liquidation Event, the consideration not payable to the Preferred Members pursuant to Section 6.3.2(a) above or the remaining Available Proceeds, as the case may be, in either case (clause (i) or (ii), as applicable) shall be distributed among the Common Members, pro rata based on the number of Class A Common Units held by each such Common Member.

(c) Definition of Deemed Liquidation Event. Each of the following events shall be considered a “Deemed Liquidation Event” unless the holders of at least a majority of the outstanding Preferred Units, voting together as a separate class (the “Requisite Holders”) elect otherwise by written notice sent to the Company at least five days prior to the effective date of any such event: a merger or consolidation in which the (1) the Company is a constituent party or (2) a subsidiary of the Company is a constituent party and the Company issues Units pursuant to such merger or consolidation, except any such merger or consolidation involving the Company or a subsidiary in which the Units of the Company outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for Units or other equity interests that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the equity interests of (x) the surviving or resulting limited liability company, corporation or other entity or (y) if the surviving or resulting limited liability company, corporation or other entity is a wholly owned subsidiary of another limited liability company, corporation or other entity immediately following such merger or consolidation, the parent entity of such surviving or resulting limited liability company, corporation or other entity.

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(d) Effecting a Deemed Liquidation Event.

(A) The Company shall not have the power to effect a Deemed Liquidation Event referred to in Section 6.3.2(c) unless the agreement or plan of merger or consolidation for such transaction provides that the consideration payable to the Members in such Deemed Liquidation Event shall be allocated to the holders of Units of the Company in accordance with Sections 6.3.2(a) and 6.3.2(b).

(B) The amount deemed paid or distributed to the Members upon any such merger, consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash or the value of the property, rights or securities to be paid or distributed to such holders pursuant to such Deemed Liquidation Event. The value of such property, rights or securities shall be determined in good faith by the Board.

(e) No Member other than the INNMC Member shall be entitled to Liquidation Amounts with respect to the INNMC Businesses.

6.3.3. Voting. Except as otherwise provided by applicable law or the Articles of Organization, each Preferred Member is entitled to one vote for each Preferred Unit held by such Preferred Member at all meetings of Members (and written actions in lieu of meetings). There shall be no cumulative voting. The number of authorized Preferred Units may be increased or decreased (but not below the number of Units thereof then outstanding) by the affirmative vote of the holders of Units representing a majority of the votes represented by all outstanding Units entitled to vote, irrespective of the provisions of Section 57D-2-22 of the Act.

6.3.4. Redemption.

(a) Redemption. The Preferred Units are not subject to any mandatory redemption or other similar provisions, provided that, unless prohibited by applicable law, Preferred Units may be redeemed from time to time at the option of the Company out of funds lawfully available therefor, at a redemption price equal to the Original Issue Price per Preferred Unit, plus any Accruing Dividends accrued but unpaid thereon, whether or not declared (the “Redemption Price”). If Preferred Units are to be redeemed by the Company, a notice of redemption shall be given to holders of Preferred Units to be redeemed by first class mail, postage prepaid, addressed to the holders of such Preferred Units to be redeemed at their respective last addresses appearing on the Members Register not less than 5 days nor more than 60 days prior to the date fixed for redemption thereof. Each notice of redemption will include a statement setting forth: (i) the redemption date; (ii) the number of Preferred Units to be redeemed; and (iii) the Redemption Price. In the case of any redemption of only a portion of the Preferred Units then outstanding, the Preferred Units to be redeemed shall be selected pro rata or in such other manner as the Company may determine to be equitable. Funds shall be considered hereunder to be “lawfully available” for use in connection with a redemption of the Preferred Units hereunder only if following such a redemption the Company would retain a cash balance of working capital sufficient to continue its normal business operations in accordance with its then current operating plan and budget as approved by the Board.

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(b) Payment. On or promptly following the applicable redemption date, subject to funds being lawfully available therefor, the Company shall pay to each holder of Preferred Units the Redemption Price for the Preferred Units to be redeemed, whereupon the redemption of such Units shall be effective without any further action on the part of the Company or any holder of Preferred Units.

(c) Redeemed or Otherwise Acquired Units. Any Preferred Units that are redeemed or otherwise acquired by the Company or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold or transferred. Neither the Company nor any of its subsidiaries may exercise any voting or other rights granted to the holders of Preferred Units following redemption.

(d) Waiver. Any of the rights, powers, preferences and other terms of the Preferred Units set forth herein may be waived on behalf of all holders of Preferred Units by the affirmative written consent or vote of the Requisite Holders.

6.3.5. Conversion Rights. The Preferred Members shall not have any rights to convert any Preferred Units into Units of any other class or series of Membership Interests of the Company.

6.4 Actions by Members. Unless the matter is one for which a different vote is required by express provision of the Act, the Articles of Organization or this Agreement, in which case such express provision shall govern and control the decision on such matter, (a) any matter brought before a duly organized meeting for a vote of the Members entitled to vote at which a quorum is present shall be acted upon by the Members present in person or by proxy voting together as a single class and (b) the affirmative vote of the Members entitled to vote holding a majority of the votes cast by all such Members present in person or by proxy shall govern the outcome of any matter. Upon any vote of the Members voting together as a single class, or as a separate class, each Member shall be entitled to one (1) vote for each Preferred Unit and each Class A Common Unit held by such Member. Any action required or permitted to be taken or authorized by the Members at a meeting may be taken or authorized without a meeting if, prior or subsequent to the action, the Members representing not less than the minimum number of Units that would be necessary to take or authorize such actions at a meeting of the Members at which all Members entitled to vote thereon were present shall execute a written consent or consents thereto and such consent or consents are filed with the minutes of proceedings of the Members.

6.5 Record Holder of Units. The Company shall be entitled to treat the Person in whose name any Unit or Units stand on the books of the Company as the absolute owner thereof, and shall not be bound to recognize any equitable or other claim to, or interest in, such Unit or Units on the part of any other Person.

6.6 Additional Capital Contributions. No Member shall be required to make additional Capital Contributions to the Company.

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6.7 Additional Units. Subject to the provisions of this ARTICLE VI, the Board may, at any time and from time to time, issue additional Units or create additional classes or series of Units having such relative rights, powers and duties as the Board may establish, including rights, powers and duties senior to existing classes of Units.

6.8 Return of Capital Contributions. No Member shall have the right to a return of, or to voluntarily withdraw any part of, such Member’s Capital Contribution to the Company, except in the case of the (a) liquidation or dissolution of the Company, or (b) unanimous approval of the Members, at a meeting of the Members or by a separate written consent by the Members.

6.9 No Interest on Capital Contributions. No Member shall be entitled to interest of any kind with respect to his, her or its Capital Contributions or Capital Account, except as provided in Section 6.3.1.

6.10 No Right of Partition. Each Member expressly waives any right to cause a partition or other distribution of the property or assets of the Company, except as otherwise expressly set forth in this Agreement.

ARTICLE VII

DISTRIBUTIONS

7.1 Interim Distributions. Subject to Section 6.3.1, the Company may make Distributions to the Members at such times and in such amounts as the Board determines at its sole discretion; provided, however, that the term “sole discretion” and this section shall in no manner permit the Board to make any Distributions which would not be otherwise consistent with the terms of this Agreement and provided that any distributions with respect to the INNMC Businesses shall be paid only to the INNMC Member and any other distributions shall be made in the following priority: (a) first to Preferred Members, in respect of each then outstanding Preferred Unit, an aggregate amount equal to the aggregate amount of Accruing Dividends then accrued on each such Preferred Unit and not previously paid; and (b) second, to the Common Members in proportion to their pro rata ownership of the Class A Common Units, as the Board shall determine. In no event shall any payment to the Members in whatever form, made in exchange for consideration of reasonably equivalent value in any form, including without limitation, services rendered, tangible personal property, intangible personal property (including units, partnership interest, limited liability company interest, bonds, or promissory notes), real property or any interest in real property, or any combination thereof, be considered a Distribution from the Company in respect of such Member’s Units.

7.2 Distribution in Liquidation. Upon liquidation of the Company, liquidation proceeds shall be distributed in accordance with the provisions of Section 9.2.

7.3 Limitations upon Distributions. No Distribution shall be declared and paid if payment of such Distribution would cause the Company to violate any limitation on distributions provided in the Act.

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ARTICLE VIII

TRANSFER OF INTERESTS AND ADMISSION OF MEMBERS

Any Member may at any time Transfer all of its Membership Interest. The transferee of any Member’s entire Membership Interest shall become a member of the Company and the transferring Member shall cease to be a member of the Company upon consummation of the Transfer; provided, that the transferring Member shall have the right to such information as may be necessary for the computation of the transferring Member’s federal and state income tax liability for the year of the Transfer. Any Member may Transfer less than all of its Membership Interest and the Company may admit any Person as an Additional Member if such admission is approved by the Members, in which case this Agreement shall be amended to reflect the change in the Company’s income tax classification that would result from such Transfer or admission.

ARTICLE IX

DISSOLUTION AND LIQUIDATION OF THE COMPANY

9.1 Dissolution Events. The Company will be dissolved upon the happening of any of the following events:

9.1.1. The Board elects to dissolve the Company with the written consent of the Members;

9.1.2. The 90th day after the day on which the Company ceases to have any Members, unless within that 90-day period one or more Persons are admitted as a Member or Members by the Person, including the former Member, owning or otherwise controlling the Membership Interests of the last Member;

9.1.3. The filing by the Secretary of State of a certificate of dissolution under Act; or

9.1.4. The entry of a decree of judicial dissolution under the Act.

9.2 Liquidation. Upon the happening of any of the events specified in Section 9.1, the Board, or any liquidating trustee elected by the Board, will commence as promptly as practicable to wind up the Company’s affairs unless the Board or the liquidating trustee (either, the “Liquidator”) determines that an immediate liquidation of Company assets would cause undue loss to the Company, in which event the liquidation may be deferred for a time determined by the Liquidator to be appropriate. With the exception of the INNMC Businesses, assets of the Company may be liquidated or distributed in kind, as the Liquidator determines to be appropriate. The INNMC Business shall be distributed in kind only to INNMC and any proceeds from a liquidation of the INNMC Businesses shall be paid to the INNMC Member. The proceeds from liquidation of the remainders of the Company, including repayment of any debts of the Members to the Company, and any Company assets that are not sold in connection with the liquidation will be applied in the following order of priority:

9.2.1. First, to payment of the debts and satisfaction of the other obligations of the Company, including without limitation debts and obligations to the Member;

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9.2.2. Second, to the establishment of any reserves deemed appropriate by the Liquidator for any liabilities or obligations of the Company, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the Liquidator deems appropriate, will be distributed in the manner provided in Section 9.2.3; and

9.2.3. Third, to the Members in accordance with their positive Capital Account balances, after giving effect to all contributions, distributions, and allocations pursuant to Exhibit C for all periods, including any Accruing Dividends.

9.3 Articles of Dissolution. Upon the dissolution and the completion of the winding up of the Company, the Board shall cause Articles of Dissolution to be executed on behalf of the Company and filed with the Secretary of State, and the Board shall, or shall cause the Company’s officers to, execute, acknowledge, and file any and all other instruments necessary or appropriate to reflect the dissolution and winding up of the Company.

ARTICLE X

UNITED STATE FEDERAL, STATE AND LOCAL TAX MATTERS

10.1 Amendments to Contribution Agreements. The parties hereto acknowledge and agree that the following agreements, and any other agreements among the parties hereto, are hereby deemed to be amended to reflect the issuance of Units, in connection with such contributions, as reflected in Exhibit B attached hereto: (a) Unit Subscription and Contribution Agreement, dated November 10, 2023, by and between the Company and INNMC Member; (b) Agreement and Plan of Merger, dated November 10, 2023, by and between Innovex Holdings I LLC and the Company; (c) Unit Subscription and Contribution Agreement, dated November 10, 2023, by and between the Company and IMS Software Services Ltd.; (d) Unit Subscription and Contribution Agreement, dated November 10, 2023, by and between the Company and IQVIA Pharma Services Corp.; and (e) Unit Subscription and Contribution Agreement, dated November 10, 2023, by and between the Company and INNMC Member.

10.2 Partnership for U.S. Income Tax Purposes. At any time the Company has more than one (1) Member, the Company shall be classified and treated as, a “partnership” for United States federal and United States state and local tax purposes, and therefore the Company and the Members shall make or refrain from making (as appropriate) any election under Code Section 7701 and the regulations thereunder so that the Company shall be so constitute and be so treated. The INNMC Member shall remain the beneficial owner of the INNMC Businesses for U.S. federal income tax purposes as described in Frank Lyon Company v. United States, 435 U.S. 561 (1978) and Rev. Rul. 55-39, 1955-1 C.B. 403.

10.3 Tax Returns. During all periods that the Company is a partnership for U.S. income tax purposes, the Company shall file (or cause to be filed) such United States federal and United States state and local income and other tax returns and schedules (including, without limitation, any Schedule K-1 and any amended returns and schedules) as the Board, in consultation with the Company’s U.S. tax advisors and U.S. tax return preparers, shall determine to be necessary or desirable, and any and all such returns and schedules (and all such information, amounts, allocations, etc. to be set forth on any such returns and schedules) shall be prepared, set forth and filed, by one or more accounting and/or other tax return preparers or tax preparation firms, all as and in the manner that the Board shall determine and direct.

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10.4 Capital Accounts; Allocations Of Net Profits and Net Losses. Capital Accounts and allocations of Net Profits and Net Losses of the Company for U.S. income tax purposes shall be governed by Exhibit C.

ARTICLE XI

MISCELLANEOUS

11.1 Records. The records of the Company will be maintained at the Company’s principal place of business, or at such other place selected by the Members; provided, that the Company keep at its principal place of business the records required by the Act to be maintained there.

11.2 Amendments. This Agreement may be amended only by a writing signed by the Members.

11.3 Survival of Rights. This Agreement shall inure to the benefit of the successors and assigns of the Members.

11.4 Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina without giving effect to the conflicts of laws provisions thereof.

11.5 Severability. If any provision, sentence, phrase, or word of this Agreement or the application thereof to any Person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provision, sentence, phrase, or word to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

11.6 Creditors Not Benefited. Nothing in this Agreement is intended to benefit any creditor of the Company or of any Member. No creditor of the Company or any of the Members will be entitled to require the Company or the Members to solicit or accept any loan or additional Capital Contribution for the Company or to require the Company enforce any right which the Company may have against the Member, whether arising under this Agreement or otherwise.

11.7 General Rules of Interpretation. The parties intend and agree that all benefits and burdens with respect to the INNMC Businesses are held solely by INNMC. To the extent any provision in this agreement might be in conflict with this principle, the parties agree to interpret and apply the provisions of this agreement in a manner consistent with this intent.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be executed as of December 29, 2023.

Company:
IQVIA RDS LATIN AMERICA LLC a North Carolina limited liability company
By:	/s/ Michael Knolker
Name:	Michael Knolker
Title:	Vice President

MEMBERS:
IMS SOFTWARE SERVICES LTD.
By:	/s/ Michael Knolker
Name:	Michael Knolker
Title:	Vice President

IQVIA PHARMA SERVICES CORP.
By:	/s/ Michael Knolker
Name:	Michael Knolker
Title:	Vice President

IQVIA RDS INC.
By:	/s/ Michael Knolker
Name:	Michael Knolker
Title:	Vice President

INNOVEX MERGER CORP.
By:	/s/ Michael Knolker
Name:	Michael Knolker
Title:	Vice President

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EXHIBIT A

OFFICERS

Name	Title
Denise M. Corey	Vice President & Assistant Treasurer
Eric M. Sherbet	President
Harvey A. Ashman	Vice President and Secretary
Jim Ferguson	Vice President
Matthew Gilmartin	Vice President & Assistant Secretary
Michael Knolker	Vice President
Nicholas Childs	Vice President and Treasurer
Thomas Shost	Vice President

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EXHIBIT B

MEMBERS REGISTER

Name	Address	Par Value		Number and Class of Units	Class A Common Percentage			Class B Common Percentage			Class A Preferred Percentage
IQVIA RDS Inc.	2400 Ellis Road Durham, NC 27703	$	0.001	5,000 Class A Common Units		0.81	%		—			—
IMS Software Services Ltd.	2400 Ellis Road Durham, NC 27703	$	0.001	31,304 Class A Common Units 879 Class A Preferred Units		5.10	%		—			100	%
IQVIA Pharma Services Corp.	2400 Ellis Road Durham, NC 27703	$	0.001	57,503 Class A Common Units		9.36	%		—			—
Innovex Merger Corp.	2400 Ellis Road Durham, NC 27703	$	0.001	520,487 Class A Common Units 11,385 Class B Common Units		84.73	%		100	%		—

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EXHIBIT C

UNITED STATES INCOME TAX MATTERS

The provisions of this Exhibit C shall govern the U.S. income tax treatment of the Company and its Members during all periods that the Company is treated as a partnership for U.S. income tax purposes.

1. Capital Accounts. The Company shall establish and maintain a separate capital account (“Capital Account”) for each Member. Each Member’s Capital Account will be increased by (1) the amount of money contributed to the Company; (2) the fair market value of any property contributed to the Company (net of any liabilities assumed by the Company in connection with such contribution); and (3) allocations of income and gain of the Company. Each Member’s Capital Account will be decreased by (1) the amount of money distributed by the Company; (2) the fair market value of property distributed by the Company; and (3) allocations of Company losses and deductions. For the avoidance of doubt, INNMC’s capital account shall not be credited with respect to the INNMC Businesses. The Capital Accounts, and all allocations of income, gain and loss of the Company, shall be in compliance with the “substantial economic effect” provisions of Regulations Section 1.704-1(b)(2) (including satisfying the alternate test for economic effect), and all allocations of credits and foreign tax expenditures will be allocated in accordance with Regulations Sections 1.704-1(b)(3), 1.704-1(b)(4)(ii), and 1.704- 1(b)(4)(viii). No Member shall have any obligation to restore a negative balance in its Capital Account.

2. Allocations of Net Profits and Net Losses.

a. For the purposes of this Exhibit C, “Net Losses” and “Net Profits” shall mean an amount equal to the Company’s taxable income or loss for federal income tax purposes for each fiscal year of the Company (i) increased by the amount of tax- exempt income reflected as an addition to the Members’ Capital Accounts, and (ii) decreased by any non-deductible expenditures reflected as a reduction to the Members’ Capital Accounts. In the event that property is reflected on the books of the Company (as maintained in accordance with Regulations Section 1.704- 1(b)(2)(iv)) at a book value that differs from the adjusted tax basis of such property, Net Profits and Net Losses (or items thereof) shall be determined by reference to the book value of such property. Such allocation of book values shall be made in accordance with Regulations Section 1.704-1(b)(2)(iv)(g). The portion of Net Losses and Net Profits attributable to INNMC Businesses shall be designated “INNMC Net Losses” and “INNMC Net Profits”, and the remaining portion of Net Losses and Net Profits shall be designated “Common Net Losses” and “Common Net Profits”.

b. Except as otherwise provided in Section 2.c and 2.d below, Common Net Profits and Common Net Losses of the Company for any relevant period shall be allocated to the Common Members in proportion to their Class A Common Units. INNMC Net Profits and INNMC Net Losses shall be allocated solely to the INNMC Member.

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c. Notwithstanding any other provision of this Agreement, (i) “partner nonrecourse deductions” (as defined in Regulations Section 1.704-2(i)), if any, of the Company shall be allocated for each fiscal year of the Company to the Member that bears the economic risk of loss within the meaning of Regulations Section 1.704-2(i) and “nonrecourse deductions” (as defined in Regulations Section 1.704-2(b)) and “excess nonrecourse liabilities” (as defined in Regulations Section 1.752-3(a)), if any, shall be allocated to and among the Members in accordance with their Unit ownership. The requirements of a “minimum gain chargeback” (as described in Regulations Section 1.704-2(f)), a “partner nonrecourse debt minimum gain chargeback” (as described in Regulations Section 1.704-2(i)), a “qualified income offset” (as described in Regulations Section 1.704-1(d)(3)), and the allocation of creditable foreign tax expenditures (as described in Regulations Section 1.704-1(b)(4)(viii)) (collectively, the “Regulatory Allocations”) are hereby incorporated into and made part of this Agreement. The Board shall make such offsetting special allocations (or guaranteed payments) of Company income, gain, loss, or deduction in whatever manner it determines appropriate so that, after such offsetting allocations are made, each Member’s capital account balance is, to the extent possible, equal to the capital account balance such Member would have had if the Regulatory Allocations were not part of this Agreement and all Company items were allocated pursuant to Section 2.b. (Provided, however, that any such special allocation or guaranteed payments will not be made out of items relating to the INNMC Businesses.) For example, to the extent that partner capital is reduced by the allocation of creditable foreign tax expenditures pursuant to Regulations Sections 1.704-1(b)(4)(viii), the Company will make corrective allocations, as described in Regulations Sections 1.704-1(b)(6).

d. The Members intend (i) that the allocation provisions contained in this Exhibit C and elsewhere in this Agreement be interpreted so that the final Capital Account balances of the Members are equal to the distributions that would be made if such distributions were made according to Article VII, and (ii) that the allocation provisions contained in this Exhibit C and elsewhere in this Agreement be applied and amended by the Board, if and to the extent necessary to produce such result even if any such application or amendment requires (A) first, special allocations of gross income and/or gross deductions for the current fiscal year (or, if necessary, any other period), and (B) second, if necessary, the amendment of prior tax returns for the Company.

e. All items of income, gain, loss, deduction, and credit of the Company shall be allocated among the Members for federal, state, and local income tax purposes consistent with the manner that the corresponding items are allocated among the Members pursuant to this Section 2, except as may otherwise be provided herein or under Code Section 704(c). Unless otherwise determined by the Board, in consultation with the Company’s tax advisors, the Company shall use the “traditional method” for making tax allocations as provided in the Regulations under Code Section 704(c).

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3. Partnership Representative. The Board shall appoint an individual to be the “partnership representative” as provided in Code Section 6223(a), as amended by the Bipartisan Budget Act of 2015 (the “BBA”) (the “Partnership Representative”). The Partnership Representative is authorized to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by taxing authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The Partnership Representative shall have sole authority to act on behalf of the Company in any such examinations and any resulting administrative or judicial proceedings, and shall have sole discretion to determine whether the Company (either on its own behalf or on behalf of the Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any taxing authority. To the extent permitted by applicable law and regulations, the Partnership Representative on behalf of the Company may annually elect out of the BBA for tax years beginning on or after January 1, 2018 pursuant to Code Section 6221(b), as amended by the BBA. For any year in which applicable law and regulations do not permit the Company to elect out of the BBA, then within forty-five (45) days of any notice of final partnership adjustment, the Partnership Representative may cause the Company to elect the alternative procedure under Code Section 6226, as amended by the BBA, and furnish to the Internal Revenue Service and each Member (including former Members) during the year or years to which the notice of final partnership adjustment relates a statement of the Member’s share of any adjustment set forth in the notice of final partnership adjustment. Each Member agrees that (i) such Member shall not treat any Company item inconsistently on such Member’s federal, state, foreign, or other income tax return with the treatment of the item on the Company’s return and (ii) in the event the Company elects the alternative procedure under Code Section 6226 as amended by the BBA, such Member shall file amended returns if necessary and pay any tax due with respect to the tax year in question. Any deficiency for taxes imposed on or allocable to any Member or former Member (including penalties, additions to tax or interest imposed with respect to such taxes, and any taxes imposed pursuant to Code Section 6226, as amended by the BBA) shall be paid by such Member, and if required to be paid (and actually paid) by the Company (whether under the BBA or otherwise), will be recoverable from such Member; the Board may require a former Member to indemnify the Company for its allocable portion of such tax. The obligations of each Member or former Member under this Section 3 shall survive the transfer or redemption by such Member of such Member’s Units, the termination of this Agreement, or the dissolution of the Company.

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EX-3.47

Exhibit 3.47

CERTIFICATE OF INCORPORATION

of

IMS TRADING MANAGEMENT, INC.

First. The name of the corporation is IMS Trading Management, Inc.

Second. The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

Third. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Fourth. The total number of shares of all classes of stock which the corporation shall have authority to issue is 8,500, of which 7,500 shares of the par value of $0.0l per share shall be designated as Common Stock and 1,000 shares of the liquidation value of $1.00 per share shall be designated as Preferred Stock. Shares of Preferred Stock may be issued in one or more series from time to time by the board of directors, and the board of directors is expressly authorized to fix by resolution or resolutions the designations and the powers, preferences and rights, and the qualifications, limitations and restrictions thereof, of the shares of each series of Preferred Stock, including without limitation the following:

(a) the distinctive serial designation of such series which shall distinguish it from other series;

(b) the number of shares included in such series;

(c) the dividend rate (or method of determining such rate) payable to the holders of the shares of such series, any conditions upon which such dividends shall be paid and the date or dates upon which such dividends shall be payable;

(d) whether dividends on the shares of such series shall be cumulative and, in the case of shares of any series having cumulative dividend rights, the date or dates or method of determining the date or dates from which dividends on the shares of such series shall be cumulative;

(e) the amount or amounts which shall be payable out of the assets of the corporation to the holders of the shares of such series upon voluntary or involuntary liquidation, dissolution or winding up the corporation, and the relative rights of priority, if any, of payment of the shares of such series;

(f) the price or prices at which, the period or periods within which and the terms and conditions upon which the shares of such series may be redeemed, in whole or in part, at the option of the corporation or at the option of the holder or holders thereof or upon the happening of a specified event or events;

(g) the obligation, if any, of the corporation to purchase or redeem shares of such series pursuant to a sinking fund or otherwise and the price or prices at which, the period or periods within which and the terms and conditions upon which the shares of such series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(h) whether or not the shares of such series shall be convertible or exchangeable, at any time or times at the option of the holder or holders thereof or at the option of the corporation or upon the happening of a specified event or events, into shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation, and the price or prices or rate or rates of exchange or conversion and any adjustments applicable thereto; and

(i) whether or not the holders of the shares of such series shall have voting rights, in addition to the voting rights provided by law, and if so the terms of such voting rights.

Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of any class or series of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the outstanding shares of such class or series, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of Delaware or any corresponding provision hereafter enacted.

Fifth. The name and mailing address of the incorporator is Alandra C. Murphy, c/o IMS Health Incorporated, 901 Main Avenue, Norwalk, Connecticut 06851.

Sixth. The board of directors is expressly authorized to adopt, amend or repeal the by-laws of the corporation.

Seventh. Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the corporation. Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. The following persons are appointed directors of the Corporation to serve until their successors shall be duly elected and qualified: Jeffrey J. Ford, Alandra C. Murphy, Robert H. Steinfeld.

Eighth. Directors of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as currently in effect or as the same may hereafter be amended. No amendment, modification or repeal this Article Eighth shall adversely affect any right or protection of a director of the corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.

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Ninth. The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, I have signed this certificate of incorporation this 24th October, 2007.

/s/ Alandra C. Murphy

Alandra C. Murphy

Sole Incorporator

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CERTIFICATE OF DESIGNATIONS

OF CLASS A CUMULATIVE PREFERRED STOCK

BY RESOLUTION OF THE BOARD OF DIRECTORS OF

IMS TRADING MANAGEMENT, INC.

PURSUANT TO SECTION 151 OF THE GENERAL

CORPORATION LAW OF THE STATE OF DELAWARE

IMS Trading Management, Inc., a Delaware corporation (the “Corporation”), DOES HEREBY CERTIFY that, pursuant to authority vested in the Board of Directors by the Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”), and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors, acting by written consent pursuant to Section 141 of the DGCL, effective as of October 31, 2007, adopted the following resolution providing for the authorization of Class A Cumulative Preferred Stock:

RESOLVED that, pursuant to the authority granted to and vested in the Board of Directors of the Corporation in accordance with the Certificate of Incorporation, the Board of Directors hereby create a series of preferred stock, par value US$1.00 per share, liquidation value ¥114,913,000 per share (“Class A Cumulative Preferred Stock”), of the Corporation and hereby states the designation and number of shares, and fixes the relative rights, preferences and limitations thereof as follows:

1. Designation and Amount. The shares of such series shall be designated as “Class A Cumulative Preferred Stock” and the number of shares constituting Class A Cumulative Preferred Stock shall be 1,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of Class A Cumulative Preferred Stock to a number less than the number of shares then outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Corporation convertible into Class A Cumulative Preferred Stock.

2. Voting Power. Except as may be otherwise provided by these terms of Class A Cumulative Preferred Stock or by law, the holders of Class A Cumulative Preferred Stock shall not be entitled to vote on any matter.

3. Dividends. (a) The holders of Class A Cumulative Preferred Stock shall be entitled to receive out of funds legally available therefor, when, as and if declared by the Board of Directors, cash dividends at the annual rate of 4.55% of the Liquidation Value (as defined in Section 11 hereof) for each share of Class A Cumulative Preferred Stock outstanding (the “Accruing Dividends”). Accruing Dividends shall accrue, without interest, from day to day (whether or not the Corporation has earnings, there are funds legally available therefor or such dividends are declared) and shall be fully cumulative. Accruing Dividends, if declared, shall be payable on or before the last business day of each year (each of such dates on which an Accruing Dividend is payable being hereinafter referred to as a “Dividend Payment Date”) following the original date of issuance of Class A Cumulative Preferred Stock.

(b) So long as any shares of Class A Cumulative Preferred Stock remain outstanding, no dividend (whether in cash, securities or other property) shall be declared or paid upon, nor shall any distribution be made upon, any class of Junior Stock (as defined in Section 11 hereof), unless all Accruing Dividends then due up to the date of such dividend or distribution shall have been paid in full. All dividends declared or paid upon shares of Class A Cumulative Preferred Stock shall be declared or paid to all holders of Class A Cumulative Preferred Stock ratably in accordance with the respective amounts of unpaid Accruing Dividends on such shares. The record date for the payment of Accruing Dividends shall be the fifteenth day of the month immediately preceding the Dividend Payment Date. Holders of the shares of Class A Cumulative Preferred Stock shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of all unpaid Accruing Dividends, except as herein provided. Any dividend declared or paid upon the Corporation’s common stock, par value $.01 per share, shall in no event exceed retained earnings of the Corporation.

4. Liquidation. (a) (i) Upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holder(s) of each outstanding share of Class A Cumulative Preferred Stock shall first (after all liabilities of the Corporation have been satisfied) be entitled, before any distribution or payment is made upon any Junior Stock, to be paid, in the case of each such share, an amount equal to (A) the Liquidation Value of such share, plus (B) the sum of (I) all unpaid Accruing Dividends on such share as of the immediately preceding Dividend Payment Date and (2) dividends on such share accrued from and including such immediately preceding Dividend Payment Date to the relevant payment date. The amount that reflects the sum of clauses (A) and (B) in the immediately preceding sentence is herein referred to as the “Total Liquidation Amount.” If upon such liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the assets to be distributed among the holders of Class A Cumulative Preferred Stock shall be insufficient to permit payment in full to all holders of Class A Cumulative Preferred Stock of the aggregate Total Liquidation Amount, then the entire assets of the Corporation to be so distributed shall be distributed ratably among the holders of Class A Cumulative Preferred Stock. After payment in full to the holders of Class A Cumulative Preferred Stuck of the aggregate Total Liquidation Amount as aforesaid, holders of Class A Cumulative Preferred Stock shall, as such, have no right or claim to any of the remaining assets of the Corporation.

(ii) Written notice of any such liquidation, dissolution or winding up, stating a payment date and the place where said payments shall be made, shall be given (A) by certified or registered mail, postage prepaid, (B) by a nationally known overnight delivery service or (C) by hand, not less than 45 days prior to the payment date stared therein, to each holder of record of Class A Cumulative Preferred Stock, such notice to be addressed to each such holder at its address as shown by the records of the Corporation.

(b) Neither the merger nor the consolidation of the Corporation, nor the sale, lease or conveyance of all or substantially all of its property and business as an entirety, shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 4, unless such sale, lease or conveyance shall be in connection with a plan of liquidation, dissolution or winding up of the Corporation.

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5. Rank. The Class A Cumulative Preferred Stock shall, with respect to dividends and rights on liquidation, winding up and dissolution, rank senior and prior to any other equity securities of the Corporation.

6. Preemptive Rights. The Class A Cumulative Preferred Stock is not entitled to any preemptive or subscription rights in respect of any securities of the Corporation.

7. No Redemption or Conversion. The shares of Class A Cumulative Preferred Stock shall not be redeemable by the Corporation and shall not be converted into any other class of stock of the Corporation.

8. Reacquired Shares. Any shares of Class A Cumulative Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their retirement and cancellation become authorized but unissued shares of preferred stock of the Corporation and may be reissued as part of this or a new series of preferred stock of the Corporation.

9. Amendment. This Certificate of Designations of Class A Cumulative Preferred Stock shall not be amended (a) in such manner as to preclude the Class A Cumulative Preferred Stock from qualifying as a preferred stock within the meaning of Section 1504(a)(4) of the Internal Revenue Code of 1986, as mended (the “Code”) or (b) otherwise in any manner which would materially alter or change the powers, preferences or special rights of Class A Cumulative Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least a majority of the outstanding shares of Class A Cumulative Preferred Stock, voting together as a single class.

10. Intention of the Corporation. The Corporation intends that Class A Cumulative Preferred Stock will qualify as preferred stock within the meaning of Section 1504(a)(4) of the Code.

11. Definitions. (a) “Junior Stock” shall mean any class or series of capital stock of the Corporation which may be issued which, at the time of issuance, is not declared to be on a parity with or senior to Class A Cumulative Preferred Stock as to dividends and rights upon liquidation, winding up and dissolution.

(b) “Liquidation Value” shall mean ¥114,913,000 per share of Class A Cumulative Preferred Stock.

(c) “Person” shall mean an individual, corporation, trust, partnership, limited liability company, joint venture, unincorporated organization, government agency or any agency or political subdivision thereof, or other entity.

**********

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IN WITNESS WHEREOF, IMS Trading Management, Inc. has caused this certificate to be executed by the undersigned this 31st day of October, 2007.

IMS TRADING MANAGEMENT, INC.
By:	/s/ Robert H. Steinfeld
Name:	Robert H. Steinfeld
Title:	President

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CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

IMS HEALTH FINANCE LTD.,

a Bermuda corporation

WITH AND INTO

IMS TRADING MANAGEMENT, INC.,

a Delaware corporation

Pursuant to Section 253 of the

General Corporation Law of the State of Delaware

IMS Trading Management, Inc., a Delaware corporation (the “Company”), does hereby certify to the following facts relating to the merger (the “Merger”) of IMS Health Finance Ltd., a Bermuda corporation (the “Subsidiary”), with and into the Company, with the Company being the survivor of the Merger under the name IMS Trading Management, Inc.:

FIRST: The Company is incorporated pursuant to the General Corporation Law of the State of Delaware (the “GCL”).

SECOND: The Subsidiary is a corporation formed under the laws of the jurisdiction of Bermuda.

THIRD: The Company owns all of the outstanding shares of the capital stock of the Subsidiary.

FOURTH: The Board of Directors of the Company, by the following resolutions duly adopted via Unanimous Written Consent of the Board dated December 6, 2012, determined to merge the Subsidiary with and into the Company pursuant to Section 253 of the GCL:

RESOLVED, that the Board deems it advisable and in the best interests of the Company and its wholly owned subsidiary, IMS Health Finance Ltd. (“Subsidiary”), that Subsidiary be merged with and into the Company (the “Subsidiary Merger”) pursuant to and in accordance with Section 253 of the General Corporation Law of the State of Delaware (the “GCL”);

RESOLVED FURTHER, that the Company shall assume all of Subsidiary’s obligations, effective as of the date of the Subsidiary Merger, pursuant to and in accordance with Section 253 of the GCL:

RESOLVED FURTHER, that (a) the shares of the Subsidiary shall be cancelled without any repayment of capital in respect thereof; (b) the Certificate of Incorporation of the Company shall be the Certificate of Incorporation of the survivor; (c) no securities shall be issued by the Company in connection with the Subsidiary Merger; and (d) the authorized capital of the Company will not be combined with the authorized capital of Subsidiary;

RESOLVED FURTHER, that the officers of the Company (or their respective delegates or authorized representatives) are hereby authorized and directed to make, execute and acknowledge, in the name of and on behalf of the Company, a Certificate of Ownership and Merger for the purpose of effecting the Subsidiary Merger, and to file the same in the office of the Secretary of State of the State of Delaware, and to perform any and all acts such officers in their discretion deem necessary or appropriate to can-y out the purpose and intent of the foregoing resolutions;

FIFTH: The Company shall be the surviving corporation of the Merger.

SIXTH: The Certificate of Incorporation of the Company as in effect immediately prior to the Merger shall be the certificate of incorporation of the surviving corporation.

SEVENTH: The Merger shall be effective on December 15, 2012 (the “Effective Date”).

EIGHTH: At any time prior to the Effective Date, notwithstanding prior approval, this Certificate and the Merger effectuated thereby may be terminated or abandoned in accordance with Section 251(d) of the GCL.

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*        *        *

IN WITNESS WHEREOF, the Company has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer this 10th day of December, 2012.

IMS TRADING MANAGEMENT, INC., a Delaware corporation
By:	/s/ Maryanne M. Piorek
	Maryanne M. Piorek
	Vice President and Secretary

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IMS TRADING MANAGEMENT, INC.

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

IMS Trading Management, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1. That the Board of Directors of the Corporation, by the written consent of its members, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

Section 1 of the Certificate of Incorporation shall be deleted in its entirety and the following new Section 1 shall be inserted in lieu thereof:

“The name of the corporation is IQVIA Trading Management Inc.” (hereinafter referred to as the “Corporation”).

2. That said amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

3. This Certificate of Amendment to Certificate of Incorporation shall be effective upon filing.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 6th day of November, 2017.

IMS Trading Management, Inc.
By:	/s/ James H. Erlinger
Name:	James H. Erlinger III
Title:	President

EX-3.48

Exhibit 3.48

Now known as IQVIA Trading Management Inc.

BY-LAWS

of

IMS TRADING MANAGEMENT, INC.

ARTICLE I

STOCKHOLDERS

Section 1. Annual Meetings. An annual meeting of stockholders shall be held for the election of directors at such date, time and place either within or without the State of Delaware as may be designated by the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting.

Section 2. Special Meetings. Special meetings of stockholders may by called at any time by the Chairman of the Board, if any, the Vice Chairman of the Board, if any, the President or the Board of Directors, to be held at such date, time and place either within or without the State of Delaware as may be stated in the notice of the meeting.

Section 3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provide by law, the written notice of any meeting shall be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

Section 4. Adjournments. Any meeting of stockholders, annual or special, may be adjourned from time to time, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof arc announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5. Quorum. At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these by-laws, the holders of a majority of the outstanding shares of stock entitled to vote on a matter at the meeting, present in person or represented by proxy, shall constitute a quorum. For purposes of the foregoing, where a separate vote by class or classes is required for any matter, the holders of a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum to take action with respect to that vote on that matter. Two or more classes or series of stock shall be considered a single class if the holders thereof are entitled to vote together as a

single class at the meeting. In the absence of a quorum of the holders of any class of stock entitled to vote on a matter, the holders of such class so present or represented may, by majority vote, adjourn the meeting of such class from time to time in the manner provided by Section 4 of these by-laws until a quorum of such class shall be so present or represented. Shares of its own capital stock belonging on the record date for the meeting to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the Corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 6. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in the absence of the President by a Vice President, or in the absence of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 7. Voting; Proxies. Unless otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from it date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power, regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation, generally. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. Voting at meetings of stockholders need not be by written ballot unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or represented by proxy at such meeting shall so determine. Directors shall be elected by a plurality of the vote of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. In all other matters, unless otherwise provided oy law or by the certificate of incorporation or these by-laws, the affirmative vote of the holders of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders. Where a separate vote by class or classes is required, the affirmative vote of the holders of a majority of the shares of such class or classes present in person or represented by proxy at the meeting shall be the act of such class or classes, except as otherwise provided by law or by the certificate of incorporation or these by-laws.

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Section 8. Consent of Stockholders in Lieu of Meeting. Unless otherwise provided in the certificate of incorporation or by law, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to (a) its registered office in the State of Delaware by hand or by certified mail or registered mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner required by this by-law to the Corporation, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to (a) its registered office in the State of Delaware by hand or by certified or registered mail, return receipt requested, (b) its principal place of business, or (c) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided in this Section 8.

ARTICLE II

BOARD OF DIRECTORS

Section 1. Powers; Number; Qualifications. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided by law or in the certificate of incorporation. The Board of Directors shall consist of one or more members, the number thereof to be determined from time to time by the Board. Directors need not be stockholders.

Section 2. Election; Term of Office; Resignation; Removal; Vacancies. Each director shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any director may resign at any time upon written notice to the Board of Directors or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Unless otherwise provided in the certificate of incorporation or these by-laws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class or from any other cause may be filled by a majority of the directors then in office, although less than a quorum, or by the sole remaining director. Any director elected or appointed to fill a vacancy shall hold office until the next annual meeting of the stockholders and his or her successor is elected and qualified or until his or her earlier resignation or removal.

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Section 3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board may from time to time determine, and if so determined notice thereof need not be given.

Section 4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chairman of the Board, if any, by the Vice Chairman of the Board, if any, by the President or by any two directors. Reasonable notice thereof shall be given by the person or persons calling the meeting.

Section 5. Participation in Meetings by Conference Telephone Permitted. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the Board of Directors, or any committee designated by the Board, may participate in a meeting of the Board or of such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 6. Quorum; Vote Required for Action. At all meetings of the Board of Directors one-third of the entire Board shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board unless the certificate of incorporation or these by-laws shall require a vote of a greater number. In case at any meeting of the Board a quorum shall not be present, the members of the Board present may adjourn the meeting from time to time until a quorum shall be present.

Section 7. Organization. Meetings of the Board of Directors shall be presided over by the Chairman of the Board, if any, or in the absence of the Chairman of the Board by the Vice Chairman of the Board, if any, or in the absence of the Vice Chairman of the Board by the President, or in their absence by a chairman chosen at the meeting. The Secretary, or in the absence of the Secretary an Assistant Secretary, shall act as secretary of the meeting, but in the absence of the Secretary and any Assistant Secretary the chairman of the meeting may appoint any person to act as secretary of the meeting.

Section 8. Action by Directors Without a Meeting. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

Section 9. Compensation of Directors. Unless otherwise restricted by the certificate of incorporation or these by-laws, the Board of Directors shall have the authority to fix the compensation of directors.

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ARTICLE III

OFFICERS

Section 1. Officers; Election. The Board of Directors as soon as practicable after their election shall appoint a President and a Secretary. The Board of Directors may also from time to time appoint such other officers (including a Chairman who shall be a member of the Board of Directors, one or more Vice Presidents and/or Assistant Vice Presidents, a Treasurer, one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper, and may give any of them such further designations or alternate titles as it considers desirable. Any number of offices may be held by the same person unless the certificate of incorporation or these by-laws otherwise provide.

Section 2. Term of Office; Resignation; Removal; Vacancies. Unless otherwise provided in the resolution of the Board of Directors electing any officer, each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any officer may resign at any time upon written notice to the Board or to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein no acceptance of such resignation shall be necessary to make it effective. The Board may remove any officer with or without cause at any time. Any such removal shall be without prejudice to the contractual rights of such officer, if any, with the Corporation, but the election of an officer shall not of itself create contractual rights. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board at any regular or special meeting.

Section 3. Powers and Duties. The officers of the Corporation shall have such powers and duties in the management of the Corporation as shall be stated in these by-laws or in a resolution of the Board of Directors which is not inconsistent with these by-laws and, to the extent not so stated, as generally pertain to their respective offices, subject to the control of the Board. The Secretary shall have the duty to record the proceedings of the meetings of the stockholders, the Board of Directors and any committees in a book to be kept for that purpose. The Board may require any officer, agent or employee to give security for the faithful performance of his or her duties.

ARTICLE IV

STOCK

Section 1. Stock Certificates and Uncertificated Shares. The shares of stock in the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate theretofore issued until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates, and upon request every holder of uncertificated shares, shall be entitled to have a certificate signed by or in the name of the Corporation by the Chairman or Vice Chairman of the Board, if any, or the President or a Vice President, and by the Treasurer or an

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Assistant Treasurer, or the Secretary or an Assistant Secretary, of the Corporation, representing the number of shares of stock registered in certificate form owned by such holder. If such certificate is manually signed by one officer or manually countersigned by a transfer agent or by a registrar, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent or registrar at the date of issue.

If the Corporation is authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided by law, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written notice containing the information required by law to be set forth or stated on certificates or a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Except as otherwise expressly provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

ARTICLE V

MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

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Section 2. Seal. The Corporation may have a corporate seal which shall have the name of the Corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors. The corporate seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

Section 3. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Whenever notice is required to be given by law or under any provision of the certificate of incorporation or these by-laws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice unless so required by the certificate of incorporation or these by-laws.

Section 4. Indemnification of Directors, Officers and Employees. The Corporation shall indemnify to the full extent permitted by law any person made or threatened to be made a party to any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person or such person’s testator or intestate is or was a director, officer or employee of the Corporation or serves or served at the request of the Corporation any other enterprise as a director, officer or employee. Expenses, including attorneys’ fees, incurred by any such person in defending any such action, suit or proceeding shall be paid or reimbursed by the Corporation promptly upon receipt by it of an undertaking of such person to repay such expenses if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation. The rights provided to any person by this by-law shall be enforceable against the Corporation by such person who shall be presumed to have relied upon it in serving or continuing to serve as a director, officer or employee as provided above. No amendment of this by-law shall impair the rights of any person arising at any time with respect to events occurring prior to such amendment. For purposes of this by-law, the term “Corporation” shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term “other enterprise” shall include any corporation, partnership, joint venture, trust or employee benefit plan; service “at the request of the Corporation” shall include service as a director, officer or employee of the Corporation which imposes duties on, or involves services by, such director, officer or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation.

Section 5. Interested Directors; Quorum. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or

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solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Section 6. Form of Records. Any records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account and minute books, may be kept on, or be in the form of, punch cards, magnetic tape, photographs, microphotographs or any other information storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the same.

Section 7. Amendment of By-Laws. These by-laws may be amended or repealed, and new by-laws adopted, by the Board of Directors, but the stockholders entitled to vote may adopt additional by-laws and may amend or repeal any by-law whether or not adopted by them.

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EX-3.49

Exhibit 3.49

CERTIFICATE OF INCORPORATION

OF

D & B TRANSPORTATION SERVICES COMPANY, INC.

*    *    *    *    *

1.     The name of the corporation is D & B Transportation Services Company, Inc.

2.     The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3.     The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4.     The total number of shares of capital stock which the corporation shall have authority to issue is one thousand (1,000) shares of Common Stock; all of such shares shall be without par value.

5.     The name and mailing address of the incorporator is as follows:

NAME	MAILING ADDRESS
WILLIAM H. BUCHANAN, JR.	c/o The Dun & Bradstreet Corporation 299 Park Avenue New York, New York 10171

6.     The corporation shall have perpetual existence.

7.     In furtherance and not in limitation of the powers conferred by statute, the board of directors expressly is authorized to make, alter or repeal the By-Laws of the corporation.

8.     Elections of directors need not be by written ballot unless the By-Laws of the corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the By-Laws of the corporation.

9.     The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 23rd day of July, 1985.

/s/ William H. Buchanan, Jr.

William H. Buchanan, Jr.

Incorporator

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

BEFORE PAYMENT OF CAPITAL

OF

D & B TRANSPORTATION SERVICES COMPANY, INC.

I, the undersigned, being the sole incorporator of D & B TRANSPORTATION SERVICES COMPANY, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware

DO HEREBY CERTIFY:

FIRST: That the fourth paragraph of the Certificate of Incorporation be and it hereby is amended to read as follows:

“4. The total number of shares of capital stock which the corporation shall have authority to issue is one thousand (1,000) shares of Common Stock, par value $1.00 per share, amounting in the aggregate to One Thousand Dollars ($1,000).”

SECOND: That the corporation has not received any payment for any of its stock.

THIRD: That the amendment was duly adopted in accordance with the provisions of section 241 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I have signed this certificate this 16th day of September, 1985.

D & B TRANSPORTATION SERVICES COMPANY, INC.
By	/s/ William H. Buchanan, Jr.
	William H. Buchanan, Jr., Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

D & B TRANSPORTATION SERVICES COMPANY, INC.

*    *    *    *

D & B Transportation Services Company, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, Does Hereby Certify:

First: That the Board of Directors of said corporation, by unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that, pursuant to § 242 of the General Corporation Law of the State of Delaware, Article First of the Certificate of Incorporation of the Corporation is amended in its entirety to read as follows:

“FIRST: The name of the corporation is Cognizant Transportation Services Corporation.”

Second: That in lieu of a meeting and vote of shareholders, the sole shareholder has given unanimous written consent to said amendment in accordance with the provisions of § 228 of the General Corporation Law of the State of Delaware.

Third: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of § 228 and 242 of the General Corporation Law of the State of Delaware.

In Witness Whereof, said D & B Transportation Services Company, Inc. has caused this certificate to be signed by Ellenore O’Hanrahan, its Secretary, this 20th day of August, 1996.

D & B Transportation Services Company, Inc.

/s/ Ellenore O’Hanrahan

Ellenore O’Hanrahan

Secretary

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

COGNIZANT TRANSPORTATION SERVICES CORPORATION

*    *    *    *

Cognizant Transportation Services Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, Does Hereby Certify:

First: That the Board of Directors of said corporation, by unanimous written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that, pursuant to § 242 of the General Corporation Law of the State of Delaware, Article First of the Certificate of Incorporation of the Corporation is amended in its entirety to read as follows:

“FIRST: The name of the corporation is IMS Health Transportation Services Corporation.”

Second: That in lieu of a meeting and vote of shareholders, the sole shareholder has given unanimous written consent to said amendment in accordance with the provisions of § 228 of the General Corporation Law of the State of Delaware.

Third: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of § 228 and 242 of the General Corporation Law of the State of Delaware.

In Witness Whereof, said Cognizant Transporation Services Corporation has caused this certificate to be signed by Kenneth S. Siegel, its Secretary, this 8th day of July, 1998.

Cognizant Transportation Services Corporation
By:	/s/ Kenneth S. Siegel
	Kenneth S. Siegel
	Secretary

IMS HEALTH TRANSPORTATION SERVICES CORPORATION

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

IMS Health Transportation Services Corporation (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

1.     That the Board of Directors of the Corporation, by the written consent of its members, adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:

Section 1 of the Certificate of Incorporation shall be deleted in its entirety and the following new Section 1 shall be inserted in lieu thereof:

“The name of the corporation is IQVIA Transportation Services Corp.” (hereinafter referred to as the “Corporation”).

2.     That said amendment was duly adopted in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

3.     This Certificate of Amendment to Certificate of Incorporation shall be effective upon filing.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 6^th day of November, 2017.

IMS Health Transportation Services Corporation
By:	/s/ James H. Erlinger III
Name:	James H. Erlinger III
Title:	President

EX-3.50

Exhibit 3.50

Now known as IQVIA Transportation Services Corp.

BY-LAWS

of

D & B TRANSPORTATION SERVICES COMPANY, INC.

ARTICLE I

STOCKHOLDERS

SECTION 1.    The annual meeting of the stockholders of the corporation for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting shall be held on the third Wednesday in April of each year, if not a legal holiday, and if a legal holiday, then on the next secular day following, within or without the State of Delaware, or at such time and place as may be designated from time to time by the Board of Directors.

SECTION 2.    Special meetings of the stockholders may be held upon call of the Board of Directors or the President (and shall be called by the President at the request in writing of stockholders owning a majority of the outstanding shares of the corporation entitled to vote at the meeting) at such time and at such place within or without the State of Delaware as may be fixed by the Board of Directors or the President or by the stockholders owning a majority of the outstanding shares of the corporation so entitled to vote, as the case may be, and as may be stated in the notice setting forth such call.

SECTION 3.    Except as otherwise provided by law, notice of the time, place and purpose or purposes of every meeting of stockholders shall be delivered personally or mailed not earlier than fifty, nor less than ten, days previous thereto to each stockholder of record entitled to vote at the meeting, at his address as it appears on the records of the corporation. Notice of any meeting of stockholders need not be given to any stockholder who shall waive notice thereof, before or after such meeting, in writing, or to any stockholder who shall attend such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 4.    The holders of record of a majority of the issued and outstanding shares of the corporation, which are entitled to vote at the meeting, shall, except as otherwise provided by law, constitute a quorum at all meetings of the stockholders. If there be no such quorum present in person or by proxy, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time.

SECTION 5.    Meetings of the stockholders shall be presided over by the President or, if he is not present, by a Vice President or, if no such officer is present, by a chairman to be chosen at the meeting. The Secretary of the corporation or, in his absence, an Assistant Secretary shall act as secretary of the meeting. If neither the Secretary nor an Assistant Secretary is present, the chairman shall appoint a secretary.

SECTION 6.    Each Stockholder entitled to vote at any meeting may vote in person or by proxy for each share of stock held by him which has voting power upon the matter in question at the time; but no proxy shall be voted on after three years from its date, unless such proxy provides for a longer period.

SECTION 7.    At all elections of directors the voting shall be by ballot, and a majority of the votes cast shall elect. Except as otherwise provided by law, all other questions presented to stockholders shall also be determined by a majority of the votes cast on such questions. The chairman of each meeting at which directors are to be elected shall appoint two inspectors of election, unless such appointment shall be unanimously waived by those stockholders present or represented by proxy at the meeting and entitled to vote at the election of directors. No director or candidate for the office of director shall be appointed as such inspector. The inspectors shall first take and subscribe an oath or affirmation faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of their ability, and shall take charge of the polls and after the balloting shall make a certificate of the result of the vote taken.

SECTION 8.    In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall be not more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If for any reason the Board of Directors shall not have fixed a record date for any such purpose, the record date for such purpose, shall be determined as provided by law. Only those stockholders of record on the date so fixed or determined shall be entitled to any of the foregoing rights, notwithstanding the transfer of any such stock on the books of the corporation after any such record date so fixed or determined.

ARTICLE II

BOARD OF DIRECTORS

SECTION 1.    The Board of Directors of the corporation shall consist of such number of directors, not less than three, as shall from time to time be fixed by resolution of the Board of Directors. Directors shall hold office until the annual meeting of the stockholders next ensuing after their election, and until their respective successors are elected and shall have qualified. A majority of the total number of directors shall constitute a quorum for the transaction of business. Directors need not be stockholders.

SECTION 2.    Vacancies in the Board of Directors shall be filled by a majority of the remaining directors, though less than a quorum; and in case of an increase in number of directors, the additional directors shall be elected by a majority of the directors in office at the time of increase, though less than a quorum; and the directors so chosen shall hold office until the next annual election and until their successors shall be duly elected and qualified unless sooner displaced pursuant to law.

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SECTION 3.    Meetings of the Board of Directors shall be held at such place within or without the State of Delaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of call of any meeting. Regular meetings of the Board of Directors shall be held at such times as may from time to time be fixed by resolution of the Board and special meetings may be held at any time upon the call of the President, by oral, telegraphic or written notice, duly served on or sent or mailed to each director not less than one day before the meeting. The notice of any meeting need not specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place at which such meeting is held. Notice need not be given of regular meetings of the Board held at times fixed by resolution of the Board. Notice of any meeting need not be given to any director who shall attend such meeting in person or who shall waive notice thereof, before or after such meeting, in writing.

SECTION 4.    The Board of Directors may, by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the corporation which, to the extent provided in said resolution or resolutions, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. A majority of the members of a committee shall constitute a quorum for the transaction of its business. In the absence or disqualification of any member of any such committee or committees, but not in the case of a vacancy therein, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors, who is not an officer of the corporation or any of its subsidiaries, to act at the meeting for all purposes in the place of any such absent or disqualified member. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

SECTION 5.    A director of the corporation shall not, in the absence of fraud, be disqualified by his office from dealing or contracting with the corporation either as vendor, purchaser or otherwise, nor in the absence of fraud, shall any transaction or contract of the corporation be void or voidable or affected by reason of the fact that any director or any firm of which any director is a member, or any corporation of which the director is an officer, director or stockholder, is in any way interested in such transaction or contract, provided that, at the meeting of the Board of Directors or of a committee thereof having authority in the premises to authorize or confirm said contract or transaction, the interest of such director, firm or corporation therein and the material facts with respect thereto are disclosed or known, and there shall be present a quorum of directors or of the directors constituting such committee not interested or connected, and such contract or transaction shall be approved by a majority of such quorum, which majority shall consist of directors not so interested or connected. Nor shall such contract or transaction be void or voidable or affected by reason of the fact that the vote of such director or directors, who have or may have interest therein which are or might be adverse to the interests of the corporation, shall have been necessary to obligate the corporation upon such contract or transaction, nor shall any director or directors having such adverse interest be liable to the corporation or to any stockholder or creditor thereof, or to any other person, for any loss incurred by it under or by reason of any such contract or transaction nor shall any such director or directors be accountable for any gains or profits realized thereon; always provided, however, that such contract or transaction shall, at the time it was entered into, have been a reasonable one to have been entered into and shall have been upon terms that at the time were fair.

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SECTION 6.    Any contract, transaction or act of the corporation or of the Board of Directors or of the Executive Committee which shall be ratified by a majority vote of the stockholders of the corporation having voting power at any annual meeting or any special meeting called for such purpose and to whom the material facts with respect thereto are disclosed or known, shall be as valid and as binding as though ratified by every stockholder of the corporation, provided, however, that any failure of the stockholders to approve or ratify such contract, transaction or act, when and if submitted, shall not be deemed in any way to invalidate the same or to deprive the corporation, its directors or officers, of their right to proceed with such contract, transaction or action. Any director of the corporation may vote upon any contract or other transaction between the corporation and any subsidiary or affiliated corporation without regard to the fact that he is also a director of such subsidiary or affiliated corporation.

ARTICLE III

OFFICERS

SECTION 1.    The Board of Directors as soon as may be after their election held in each year shall elect officers of the corporation, including a President, one or more Vice Presidents, a Secretary and a Treasurer. The Board of Directors may also from time to time appoint such other officers (including one or more Assistant Vice Presidents, and one or more Assistant Secretaries and one or more Assistant Treasurers) as it may deem proper or may delegate to any elected officer of the corporation the power so to appoint and remove any such other officers and to prescribe their respective terms of office, authorities and duties. Any Vice President may be designated Executive, Senior, or Regional, or may be given such other designation or combination of designations as the Board of Directors may determine. The President shall be chosen from among the directors.

SECTION 2.    All officers of the corporation elected or appointed by the Board of Directors shall hold office until their respective successors are chosen and qualified. Any officer may be removed from office at any time either with or without cause by the affirmative vote of a majority of the members of the Board then in office, or, in the case of appointed officers, by any elected officer upon whom such power of removal shall have been conferred by the Board of Directors.

SECTION 3.    Each of the officers of the corporation elected or appointed by the Board of Directors shall have the powers and duties prescribed by law, by the By-Laws or by the Board of Directors and, unless otherwise prescribed by the By-Laws or by the Board of Directors, shall have such further powers and duties as ordinarily pertain to his office. The President shall be the Principal Executive Officer and shall have the general direction of the affairs of the corporation. Any officer, agent, or employee of the corporation may be required to give bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors may from time to time prescribe.

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SECTION 4.    The corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer of the corporation. The corporation may indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person made or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnification provided by this Article III shall not be deemed exclusive of any other rights to which any person indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article III or otherwise.

ARTICLE IV

CERTIFICATES OF STOCK

SECTION 1.    The interest of each stockholder of the corporation shall be evidenced by a certificate or certificates for shares of stock in such form as the Board of Directors may from time to time prescribe. The shares in the stock of the corporation shall be transferable on the books of the corporation by the holder thereof in person or by his attorney, upon surrender for cancellation of a certificate or certificates for the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, and with such proof of the authenticity of the signature as the corporation or its agents may reasonably require.

SECTION 2.    The certificates of stock shall be signed by such officer or officers as may be permitted by law to sign (except that where any such certificate is countersigned by a transfer agent other than the corporation or its employee, or by a registrar other than the corporation or its employee, the signatures of any such officer or officers may be facsimiles), and shall be countersigned and registered in such manner, all as the Board of Directors may by resolution prescribe. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been issued by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures shall have been used thereon had not ceased to be such officer or officers of the corporation.

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SECTION 3.    No certificate for shares of stock in the corporation shall be issued in place of any certificate alleged to have been lost, stolen or destroyed, except upon production of such evidence of such loss, theft or destruction and upon delivery to the corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board of Directors in its discretion may require.

ARTICLE V

CORPORATE BOOKS

The books of the corporation may be kept outside of the State of Delaware at such place or places as the Board of Directors may from time to time determine.

ARTICLE VI

CHECKS, NOTES, PROXIES, ETC.

All checks and drafts on the corporation’s bank accounts and all bills of exchange and promissory notes, and all acceptances, obligations and other instruments for the payment of money, shall be signed by such officer or officers or agent or agents as shall be thereunto authorized from time to time by the Board of Directors. Proxies to vote and consents with respect to securities of other corporations owned by or standing in the name of the corporation may be executed and delivered from time to time on behalf of the corporation by the President, or by such officers as the Board of Directors may from time to time determine.

ARTICLE VII

FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January on each year and shall end on the thirty-first day of December following.

ARTICLE VIII

CORPORATE SEAL

The corporate seal shall have inscribed thereon the name of the corporation and the words “Corporate Seal Delaware 1985”. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced.

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ARTICLE IX

OFFICES

The corporation and the stockholders and the directors may have offices outside of the State of Delaware at such places as shall be determined from time to time by the Board of Directors.

ARTICLE X

AMENDMENTS

Subject to any limitations that may be imposed by the stockholders, the Board of Directors may make By-Laws and from time to time may alter, amend or repeal any By-Laws, but any By-Laws made by the Board of Directors or the stockholders may be altered, amended or repealed by the stockholders at any annual meeting or at any special meeting, provided that notice of such proposed alteration, amendment or repeal is included in the notice of such meeting.

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EX-3.51

Exhibit 3.51

CERTIFICATE OF MERGER

of

IMS REDWOOD ACQUISITION CORPORATION,

a Delaware Corporation with and into

MED-VANTAGE, INC.,

a Delaware Corporation

Pursuant to Title 8, Section 251 of the Delaware General Corporation Law, the undersigned corporation does hereby certify:

FIRST: The name and state of incorporation of each of the constituent corporations of the merger is as follows:

Name	State of Incorporation
IMS Redwood Acquisition Corporation	Delaware
Med-Vantage, Inc.	Delaware

SECOND: An Agreement and Plan of Merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Title 8, Section 251 of the Delaware General Corporation Law.

THIRD: The name of the surviving corporation of the merger is Med-Vantage, Inc., a Delaware corporation.

FOURTH: IMS Redwood Acquisition Corporation hereby merges with and into Med-Vantage, Inc., with Med-Vantage, Inc. as the surviving corporation, and the Certificate of Incorporation of the surviving corporation is amended and restated in its entirety as attached hereto as Exhibit 1.

FIFTH: The executed Agreement and Plan of Merger is on file at 111 Sutter St, 14th Floor, San Francisco, CA 94104, a place of business of Med-Vantage, Inc.

SIXTH: A copy of the executed Agreement of Merger will be furnished by Med-Vantage, Inc., on request and without cost, to any stockholder of any constituent corporation.

EXECUTED as of this 26th day of May, 2011.

MED-VANTAGE, INC.

/s/ Michael Bodenstab

By: Michael Bodenstab

Its: Vice President

Exhibit I

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

of

MED-VANTAGE, INC.

**********

First:    The name of the Corporation is: Med-Vantage, Inc.

Second:    The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, DE 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

Third:    The nature of the business or purpose to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

Fourth:    The total number of shares of capital stock which the Corporation shall have authority to issue is five thousand (5,000) shares of Common Stock, $0.01 par value, (the “Common Stock”).

Fifth:    [Intentionally Omitted]

Sixth:    The Corporation shall have perpetual existence.

Seventh:    In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation.

Eighth:    Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide. Meetings of stockholders may be held within or without the State of Delaware, as the By-Laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the By-Laws of the Corporation.

Ninth:    No director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that to the extent provided by applicable law, this provision shall not eliminate the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of Delaware (the “DGCL”), or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

Tenth:    

(a)    Actions, Suits and Proceedings Other Than by or in the Right of the Corporation. The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding. whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that the person is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person or the person’s appeal therefrom, if the person acted in good faith and in a manner the person reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding anything to the contrary in this Article, except as set forth in Section (f) below, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the Board.

(b)    Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that the person is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by the person or on the person’s behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware or such other court shall deem proper.

(c)    Indemnification for Expenses of Successful Party. Notwithstanding the other provisions of this Article, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections (a) and (b) of this

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Article, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purpose hereof to have been wholly successful with respect thereto.

(d)    Notification and Defense of Claim. As a condition precedent to an Indemnitee’s right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving the Indemnitee for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section (d). The Indemnitee shall have the right to employ the indemnitee’s own counsel in connection with such claim, but the fees and expenses of such assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action, or (iii) the Corporation shall not have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

(e)    Advance of Expenses. Subject to the provisions of Section (f) below, in the event that the Corporation does not assume the defense pursuant to Section (d) of this Article Tenth of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter, provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article Tenth. Such undertaking may be accepted without reference to the financial ability of such person to make such repayment.

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(f)    Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Sections (a), (b), (c) or (e) of this Article Tenth, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Sections (a), (b) or (e) of this Article Tenth the Corporation determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Sections (a) or (b), as the case may be. Such determination shall be made in each instance by (i) a majority vote of a quorum of the directors of the Corporation consisting of persons who are not at that time parties of the action, suit or proceeding in question (the “Disinterested Directors”), (ii) if no such quorum is obtainable, a majority vote of a committee of two or more Disinterested Directors, (iii) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, (iv) independent legal counsel (who may be regular legal counsel to the Corporation), or (v) a court of competent jurisdiction.

(g)    Remedies. The right to indemnification or advances as granted by this Article Tenth shall pe enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section (f). Unless otherwise provided by law, the burden of proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this Article Tenth shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has not met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section (f) that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

(h)    Subsequent Amendment. No amendment, termination or repeal of this Article Tenth or of the relevant provisions of the DGCL or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

(i)    Other Rights. The indemnification and advancement of expenses provided by this Article Tenth shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or Disinterested Directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnitee. Nothing contained in this Article Tenth shall be deemed to prohibit, and the Corporation is

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specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article Tenth. In addition, the Corporation may, to the extent authorized from time to time by a vote of the Board, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article Tenth.

(j)    Partial Indemnification. If an Indemnitee is entitled under any provision of this Article Tenth to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which the Indemnitee is entitled.

(k)    Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability, or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

(l)    Merger or Consolidation. If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article Tenth with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation.

(m)    Savings Clause. If this Article Tenth or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fee), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by an applicable portion of this Article Tenth that shall not have been invalidated and to the fullest extent permitted by applicable law.

(n)    Definitions. Terms used herein and defined in Sections 145(h) and 145(i) of the DGCL shall have the respective meanings assigned to such terms in such Sections 145(h) and 145(i).

(o)    Subsequent Legislation. If the DGCL is amended after adoption of this Article Tenth to expand further the indemnification permitted to Indemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted by the DGCL, as so amended.

Eleventh:    Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware

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may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under § 291 of Title 8 of the DGCL or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under §279 of Title 8 of the DGCL order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

Twelfth:    The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

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STATE OF DELAWARE

CERTIFICATE OF OWNERSHIP

AND MERGER

Section 253 Parent into Subsidiary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

Health Vanguard, Inc.

INTO

Med-Vantage, Inc.

Health Vanguard, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware

DOES HEREBY CERTIFY:

FIRST: That it was organized pursuant to the provisions of the General Corporation Law of the State of Delaware on the 25th day of August, 2000 A.D.

SECOND: That it owns 100% of the outstanding shares of the capital stock of Med-Vantage, Inc., a corporation organized pursuant to the provisions of the General Corporation Law of the State of Delaware on the 21st day of August, 2007 A.D.

THIRD: That its Board of Directors by unanimous written consent of its members dated as of the 29th day of September, 2011, filed with the minutes of the Board, determined to merge this corporation into said Med-Vantage, Inc., and did adopt the following resolutions attached as Exhibit A hereto:

RESOLVED, that this corporation, Health Vanguard, Inc., merge itself into Med-Vantage, Inc., pursuant to which merger Med-Vantage, Inc. shall assume all of the liabilities and obligations of Health Vanguard, Inc.

FURTHER RESOLVED, that the terms and conditions of the merger are as follows:

Upon completion of the merger, the sole stockholder of Health Vanguard, Inc. shall receive an equivalent number of shares of the Common Stock of Med-Vantage, Inc. and shall have no further claims of any kind or nature; and all of the capital stock of Med-Vantage, Inc. held by Health Vanguard, Inc. shall be surrendered and canceled.

FURTHER RESOLVED, that the merger shall become effective on October 1, 2011.

FURTHER RESOLVED, that this resolution to merge be submitted to the sole stockholder of this corporation and in the event that such sole stockholder votes in favor of this resolution, that the merger shall be deemed approved.

FOURTH: That this merger has been approved by the holder of 100% of the outstanding shares of stock of this corporation, Health Vanguard, Inc., by a written consent dated as of the 29th day of September, 2011, A.D.

[Remainder of Page Left Blank Intentionally]

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IN WITNESS WHEREOF, said parent corporation has caused this Certificate to be signed by an authorized officer, this 29th day of September, A.D., 2011.

By:	/s/ Jeffrey Ford
	Authorized Officer
Name:	Jeffrey Ford
Title:	Treasurer

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Exhibit A to Certificate of Ownership and Merger

Resolutions Approved by Board of Directors of Health Vanguard, Inc. by Unanimous Written

Consent dated as of September 29, 2011

WHEREAS, the Company owns 100% of the capital stock of Health Benchmarks, Inc., a Delaware corporation (“HBI”), and Med-Vantage, Inc., a Delaware corporation (“M-V”);

WHEREAS, the undersigned deem it advisable and in the best interests of the Company to merge the Company with and into M-V in accordance with Sections 141 and 253 of the Delaware General Corporation Law.

VOTED:

That the Company be merged with and into M-V (the “Second Merger”), with M-V being the surviving entity of the Second Merger; that the effective time of the Second Merger (the “Second Merger Effective Time”) shall be October l, 2011; that the Company deems the Second Merger to be advisable and in the best interests of the Company; that this resolution to merge the Company with and into M-V shall be submitted to the sole stockholder of the Company for its approval; that at the Second Merger Effective Time, M-V shall assume all of the Company’s liabilities and obligations, and be possessed of all the estate, property, rights, privileges and franchises of the Company; that at the Second Merger Effective Time, the identity and separate existence of the Company shall cease and all estate, property, rights, privileges and franchises of the Company shall be vested in M-V; and that upon completion of the merger, the sole stockholder of the Company shall receive an equivalent number of shares of the Common Stock of M-V and shall have no further claims of any kind or nature, and all of the capital stock of M-V held by the Company shall be surrendered and canceled.

VOTED:

That each officer of the Company be, and hereby is, individually authorized and directed to execute and deliver any and all such further documents, instruments, and certificates and to do or cause to be done any and all such other acts and things, in the name and on behalf of the Company (including, but not limited to, the making and execution of Certificates of Ownership setting forth a copy of the above resolutions, and the date of adoption thereof, and to file the same in the office of the Secretary of State of Delaware), as he or she may deem necessary or appropriate to carry into effect the full intent and purpose of the foregoing votes, the taking of any such actions or the execution or delivery of any such documents, instruments, or certificates by such officer or officers to be conclusive evidence that the same were authorized by this vote.

EX-3.52

Exhibit 3.52

Now known as Med-Vantage, Inc.

BY-LAWS

OF

IMS REDWOOD ACQUISITION CORPORATION

Section 1.    LAW, CERTIFICATE OF INCORPORATION AND BY-LAWS

1.1.    These by-laws are subject to the certificate of formation of the corporation. In these by-laws, references to law, the certificate of incorporation and by-laws mean the law, the provisions of the certificate of incorporation and the by-laws as from time to time in effect.

1.2.    The fiscal year of the corporation shall end on the last day of December of each year.

Section 2.    STOCKHOLDERS

2.1.    Annual Meeting. The annual meeting of stockholders shall be held at such hour and place as the directors or an officer designated by the directors shall determine in each year, unless that day be a legal holiday at the place where the meeting is to be held, in which case the meeting shall be held at the same hour on the next succeeding day not a legal holiday, or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect a board of directors and transact such other business as may required by law or these by-laws or as may properly come before the meeting.

2.2.    Special Meetings. A special meeting of the stockholders may be called at any time by the chairman of the board, if any, the president or the board of directors. A special meeting of the stockholders shall be called by the secretary, or in the case of the death, absence, incapacity or refusal of the secretary, by an assistant secretary or some other officer, upon application of a majority of the directors. Any such application shall state the purpose or purposes of the proposed meeting. Any such call shall state the place, date, hour, and purposes of the meeting.

2.3.    Place of Meeting. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such place within or without the State of Delaware as may be determined from time to time by the chairman of the board, if any, the president or the board of directors. Any adjourned session of any meeting of the stockholders shall be held at the place designated in the vote of adjournment.

2.4.    Notice of Meetings. Except as otherwise provided by law, a written notice of each meeting of stockholders stating the place, day and hour thereof and, in the case of a special meeting, the purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the meeting, to each stockholder entitled to vote thereat, and to each stockholder who, by law, by the certificate of incorporation or by these by-laws, is entitled to notice, by leaving such notice with him or at his residence or usual place of business, or by depositing it in the United States mail, postage prepaid, and addressed to such stockholder at his address as it appears in the records of the corporation. Such notice shall be given by the secretary,

or by an officer or person designated by the board of directors, or in the case of a special meeting by the officer calling the meeting. As to any adjourned session of any meeting of stockholders, notice of the adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment was taken except that if the adjournment is for more than thirty days or if after the adjournment a new record date is set for the adjourned session, notice of any such adjourned session of the meeting shall be given in the manner heretofore described. No notice of any meeting of stockholders or any adjourned session thereof need be given to a stockholder if a written waiver of notice, executed before or after the meeting or such adjourned session by such stockholder, is filed with the records of the meeting or if the stockholder attends such meeting without objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the stockholders or any adjourned session thereof need be specified in any written waiver of notice.

2.5.    Quorum of Stockholders. At any meeting of the stockholders a quorum as to any matter shall consist of a majority of the votes entitled to be cast on the matter, except where a larger quorum is required by law, by the certificate of incorporation or by these by-laws. Any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present. If a quorum is present at an original meeting, a quorum need not be present at an adjourned session of that meeting. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of any corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

2.6.    Action by Vote. When a quorum is present at any meeting, a plurality of the votes properly cast for election to any office shall elect to such office and a majority of the votes properly cast upon any question other than an election to an office shall decide the question, except when a larger vote is required by law, by the certificate of incorporation or by these by-laws. No ballot shall be required for any election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election.

2.7.    Action without Meetings. Unless otherwise provided in the certificate of incorporation, any action required or permitted to be taken by stockholders for or in connection with any corporate action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Each such written consent shall bear the date of signature of each stockholder who signs the consent. No written consent shall be effective to take the corporation action referred to therein unless written consents signed by a number of stockholders sufficient to take such action are delivered to the corporation in the manner specified in this paragraph within sixty days of the earliest dated consent so delivered.

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If action is taken by consent of stockholders and in accordance with the foregoing, there shall be filed with the records of the meetings of stockholders the writing or writings comprising such consent.

If action is taken by less than unanimous consent of stockholders, prompt notice of the taking of such action without a meeting shall be given to those who have not consented in writing and a certificate signed and attested to by the secretary that such notice was given shall be filed with the records of the meetings of stockholders.

To the extent required by law, in the event that the action which is consented to is such as would have required the filing of a certificate under any of the provisions of the General Corporation Law of the State of Delaware, if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning a vote of stockholders, that written consent has been given under Section 228 of said General Corporation Law and that written notice has been given as provided in such Section 228.

2.8.    Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, objecting to or voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally. The authorization of a proxy may but need not be limited to specified action, provided, however, that if a proxy limits its authorization to a meeting or meetings of stockholders, unless otherwise specifically provided such proxy shall entitle the holder thereof to vote at any adjourned session but shall not be valid after the final adjournment thereof.

2.9.    Inspectors. The directors or the person presiding at the meeting may, but need not, appoint one or more inspectors of election and any substitute inspectors to act at the meeting or any adjournment thereof. Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them and execute a certificate of any fact found by them.

2.10.    List of Stockholders. The secretary shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in his name. The stock ledger shall be the only evidence as to who are stockholders entitled to examine such list or to vote in person or by proxy at such meeting.

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Section 3.    BOARD OF DIRECTORS

3.1.    Number. The number of directors which shall constitute the whole board shall not be less than one in number. Thereafter, within the foregoing limit, the stockholders at the annual meeting shall determine the number of directors and shall elect the number of directors as determined. Within the foregoing limit, the number of directors may be increased at any time or from time to time by the stockholders or by the directors by vote of a majority of the directors then in office. The number of directors may be decreased to any number permitted by the foregoing at any time either by the stockholders or by the directors by vote of a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation or removal of one or more directors. Directors need not be stockholders.

3.2.    Tenure. Except as otherwise provided by law, by the certificate of incorporation or by these by-laws, each director shall hold office until the next annual meeting and until his successor is elected and qualified, or until he sooner dies, resigns, is removed or becomes disqualified.

3.3.    Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors who shall have and may exercise all the powers of the corporation and do all such lawful acts and things as are not by law, the certificate of incorporation or these by-laws directed or required to be exercised or done by the stockholders.

3.4.    Vacancies. Vacancies and any newly created directorships resulting from any increase in the number of directors may be filled by vote of the stockholders at a meeting called for the purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. When one or more directors shall resign from the board, effective at a future date, a majority of the directors then in office, including those who have resigned, shall have power to fill such vacancy or vacancies, the vote or action by writing thereon to take effect when such resignation or resignations shall become effective. The directors shall have and may exercise all their power notwithstanding the existence of one or more vacancies in their number, subject to any requirements of law or of the certificate of incorporation or of these by-laws as to the number of directors required for a quorum of for any vote of other actions.

3.5.    Committees. The board of directors may, by vote of a majority of the whole board, (a) designate, change the membership of or terminate the existence of any committee or committees, each committee to consist of one or more of the directors; (b) designate one or more directors as alternate members of any such committee who may replace an absent or disqualified member at any meeting of the committee; and (c) determine the extent to which each such committee shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation, including the power to authorize the seal of the corporation to be affixed to all papers which require it and the power and authority to declare dividends or to authorize the issuance of stock; excepting, however, such powers which by law, by the certificate of incorporation or by these by-laws they are prohibited from so delegating. In the absence or disqualification of any member of such committee and his alternate, if any, the

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member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Except as the board of directors may other-wise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the board or such rules, its business shall be conducted as nearly as may be in the same manner as is provided by these by-laws for the conduct of business by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors upon request.

3.6.    Regular Meetings. Regular meetings of the board of directors may be held without call or notice at such places within or without the State of Delaware and at such times as the board may from time to time determine, provided that notice of the first regular meeting following any such determination shall be given to absent directors. A regular meeting of the directors may be held without call or notice immediately after and at the same place as the annual meeting of stockholders.

3.7.    Special Meetings. Special meetings of the board of directors may be held at any time and at any place within or without the State of Delaware designated in the notice of the meeting, when called by the chairman of the board, if any, the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the chairman of the board, if any, the president or any one of the directors calling the meeting.

3.8.    Notice. It shall be reasonable and sufficient notice to a director to send notice by mail at least forty-eight hours or by telegram or completed facsimile transmission at least twenty-four hours before the meeting addressed to him at his usual or last known business or residence address or to give notice to him in person or by telephone at least twenty-four hours before the meeting. Notice of a meeting need not be given to any director if a written waiver of notice, executed by him before or after the meeting, is filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither notice of a meeting nor a waiver of a notice need specify the purposes of the meeting.

3.9.    Quorum. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, at any meeting of the directors a majority of the directors then in office shall constitute a quorum; a quorum shall not in any case be less than one-third of the total number of directors constituting the whole board. Any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

3.10.    Action by Vote. Except as may be otherwise provided by law, by the certificate of incorporation or by these by-laws, when a quorum is present at any meeting the vote of a majority of the directors present shall be the act of the board of directors.

3.11.    Action Without a Meeting. Any action required or permitted to be taken at any meeting of the board of directors or a committee thereof may be taken without a meeting if all the members of the board or of such committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the records of meetings of the board or of such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.

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3.12.    Participation in Meetings by Conference Telephone. Members of the board of directors, or any committee designated by such board, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other or by any other means permitted by law. Such participation shall constitute presence in person at such meeting.

3.13.    Compensation. In the discretion of the board of directors, each director may be paid such fees for his services as director and be reimbursed for his reasonable expenses incurred in the performance of his duties as director as the board of directors from time to time may determine. Nothing contained in this section shall be construed to preclude any director from serving the corporation in any other capacity and receiving reasonable compensation therefor.

3.14.    Interested Directors and Officers.

(a)    No contract or transaction between the corporation and one or more of its directors or officers, or between the corporation and any other corporation, partnership, association, or other organization in which one or more of the corporation’s directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

(1)    The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or

(2)    The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or

(3)    The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee thereof, or the stockholders.

(b)    Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.

Section 4.    OFFICERS AND AGENTS

4.1.    Enumeration; Qualification. The officers of the corporation shall be a president, a treasurer, a secretary and such other officers, if any, as the board of directors from time to time may in its discretion elect or appoint including without limitation a chairman of the board, one or more vice presidents and a controller. The corporation may also have such agents, if any, as the board of directors from time to time may in its discretion choose. Any officer may be but none

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need be a director or stockholder. Any two or more offices may be held by the same person. Any officer may be required by the board of directors to secure the faithful performance of his duties to the corporation by giving bond in such amount and with sureties or otherwise as the board of directors may determine.

4.2.    Powers. Subject to law, to the certificate of incorporation and to the other provisions of these by-laws, each officer shall have, in addition to the duties and powers herein set forth, such duties and powers as are commonly incident to his office and such additional duties and powers as the board of directors may from time to time designate.

4.3.    Election. The officers may be elected by the board of directors at their first meeting following the annual meeting of the stockholders or at any other time. At any time or from time to time the directors may delegate to any officer their power to elect or appoint any other officer or any agents.

4.4.    Tenure. Each officer shall hold office until the first meeting of the board of directors following the next annual meeting of the stockholders and until his respective successor is chosen and qualified unless a shorter period shall have been specified by the terms of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors, or the officer by whom he was appointed or by the officer who then holds agent appointive power.

4.5.    Chairman of the Board of Directors, President and Vice President. The chairman of the board, if any, shall have such duties and powers as shall be designated from time to time by the board of directors. Unless the board of directors otherwise specifies, the chairman of the board, or if there is none the chief executive officer, shall preside, or designate the person who shall preside, at all meetings of the stockholders and of the board of directors.

Unless the board of directors otherwise specifies, the president shall be the chief executive officer and shall have direct charge of all business operations of the corporation and, subject to the control of the directors, shall have general charge and supervision of the business of the corporation.

4.6.    Treasurer and Assistant Treasurers. The treasurer shall be the chief financial officer of the corporation and shall be in charge of its funds and valuable papers, and shall have such other duties and powers as may be designated from time to time by the board of directors or by the president. If no controller is elected, the treasurer shall also have the duties and powers of the controller.

Any assistant treasurers shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the treasurer.

4.7.    Controller and Assistant Controllers. If a controller is elected, he shall be the chief accounting officer of the corporation and shall be in charge of its books of account and accounting records, and of its accounting procedures. He shall have such other duties and powers as may be designated from time to time by the board of directors, the president or the treasurer.

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Any assistant controller shall have such duties and powers as shall be designated from time to time by the board of directors, the president, the treasurer or the controller.

4.8.    Secretary and Assistant Secretaries. The secretary shall record all proceedings of the stockholders, of the board of directors and of committees of the board of directors in a book or series of books to be kept therefor and shall file therein all actions by written consent of stockholders or directors. In the absence of the secretary from any meeting, an assistant secretary, or if there be none or he is absent, a temporary secretary chosen at the meeting, shall record the proceedings thereof. Unless a transfer agent has been appointed the secretary shall keep or cause to be kept the stock and transfer records of the corporation, which shall contain the names and record addresses of all stockholders and the number of shares registered in the name of each stockholder. He shall have such other duties and powers as may from time to time be designed by the board of directors or the president.

Any assistant secretaries shall have such duties and powers as shall be designated from time to time by the board of directors, the president or the secretary.

Section 5.    RESIGNATIONS AND REMOVALS

5.1.    Any director or officer may resign at any time by delivering his resignation in writing to the chairman of the board, if any, the president, or the secretary or to a meeting of the board of directors. Such resignation shall be effective upon receipt unless specified to be effective at some other time, and without in either case the necessity of its being accepted unless the resignation shall so state. A director (including persons elected by directors to fill vacancies in the board) may be removed from office with or without cause by the vote of a majority of the votes represented by the shares issued and outstanding and entitled to vote in the election of said director. The board of directors may at any time remove any officer either with or without cause. The board of directors may at any time terminate or modify the authority of any agent.

Section 6.    VACANCIES

6.1.    If the office of the president or the treasurer or the secretary becomes vacant, the directors may elect a successor by vote of a majority of the directors then in office. If the office of any other officer becomes vacant, any person or body empowered to elect or appoint that officer may choose a successor. Each such successor shall hold office for the unexpired term, and in the case of the president, the treasurer and the secretary until his successor is chosen and qualified or in each case until he sooner dies, resigns, is removed or becomes disqualified. Any vacancy of a directorship shall be filled as specified in Section 3.4 of these by-laws.

Section 7.    CAPITAL STOCK

7.1.    Stock Certificates. Each stockholder shall be entitled to a certificate stating the number and the class and the designation of the series, if any, of the shares held by him, in such form as shall, in conformity to law, the certificate of incorporation and the by-laws, be prescribed from time to time by the board of directors. Such certificate shall be signed by the chairman or vice chairman of the board, if any, or the president or a vice president and by the treasurer or an assistant treasurer or by the secretary or an assistant secretary. Any of or all the signatures on the certificate may be a facsimile. In case an officer, transfer agent, or registrar who has signed or

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whose facsimile signature has been placed on such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the time of its issue.

7.2.    Loss of Certificate. In the case of the alleged theft, loss, destruction or mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof, upon such terms, including receipt of a bond sufficient to indemnify the corporation against any claim on account thereof, as the board of directors may prescribe.

Section 8.    TRANSFER OF SHARES OF STOCK

8.1.    Transfer on Books. Subject to the restrictions, if any, stated or noted on the stock certificate, shares of stock may be transferred on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate therefor properly endorsed or accompanied by a written assignment and power of attorney properly executed, with necessary transfer stamps affixed, and with such proof of the authenticity of signature as the board of directors or the transfer agent of the corporation may reasonably require. Except as may be otherwise required by law, by the certificate of incorporation or by these by-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to receive notice and to vote or to give any consent with respect thereto and to be held liable for such calls and assessments, if any, as may lawfully be made thereon, regardless of any transfer, pledge or other disposition of such stock until the shares have been properly transferred on the books of the corporation.

It shall be the duty of each stockholder to notify the corporation of his post office address.

8.2.    Record Date and Closing Transfer Books. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of the stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no such record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of or to vote at a meeting of stockholder shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no such record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by the General Corporation Law of the State of Delaware, shall be the first

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date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware by hand or certified or registered office in Delaware by hand or certified or registered mail, return receipt requested, to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the board of directors and prior action by the board of directors is required by the General Corporation Law of the State of Delaware, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such payment, exercise or other action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 9.    EXECUTION OF PAPERS

9.1.    Except as the board of directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts or other obligations made, accepted or endorsed by the corporation shall be signed by the chairman of the board, if any, the president, a vice president or the treasurer.

Section 10.    AMENDMENTS

10.1.    These by-laws may be adopted, amended or repealed by vote of a majority of the directors then in office or by vote of a majority of the stock outstanding and entitled to vote thereon. Any bylaw, whether adopted, amended or repealed by the stockholders or directors, may be amended or reinstated by the stockholders entitled to vote thereon or by the directors.

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EX-3.53

Exhibit 3.53

STATE OF DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE OF FORMATION

First: The name of the limited liability company is Outcome Sciences, LLC.

Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, Zip Code 19801.

The name of its Registered Agent at such address is The Corporation Trust Company.

Third: This Certificate of Formation shall be effective on January 1, 2015.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on this 23 day of December, 2014.

By:	/s/ James H. Erlinger III
	Authorized Person
Name:	James H. Erlinger III
	Print or Type

EX-3.54

Exhibit 3.54

OUTCOME SCIENCES, LLC

Limited Liability Company Agreement

THIS LIMITED LIABILITY COMPANY AGREEMENT of OUTCOME SCIENCES, LLC, a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Company”), is executed effective as of January 1, 2015, by its sole member, Quintiles, Inc., a North Carolina corporation.

ARTICLE I

FORMATION OF THE COMPANY

1.1. Formation. The Company was formed on January 1, 2015, upon the filing with the Secretary of State of the Certificate of Formation of the Company. The Company was formed upon the conversion of Outcome Sciences, Inc., a Delaware corporation.

1.2. Name. The name of the Company is Outcome Sciences, LLC. The Member may change the name of the Company from time to time, provided appropriate amendments to this Agreement and the Certificate of Formation and necessary filings under the Act are first obtained.

1.3. Registered Office and Registered Agent. The Company’s registered office within the State of Delaware and its registered agent at such address shall be as determined from time to time by the Member.

1.4. Principal Place of Business. The principal place of business of the Company shall be at such place or places as the Member may from time to time deem necessary or advisable.

1.5. Purposes and Powers. The purpose of the Company shall be to engage in any lawful business for which limited liability companies may be organized under the Act. The Company shall have any and all powers that are necessary or desirable to carry out the purposes and business of the Company, to the extent the same may be legally exercised by limited liability companies under the Act.

1.6. Term. The Company shall continue in existence until the Company is dissolved and its affairs wound up in accordance with the provisions of this Agreement or the Act.

1.7. Nature of Member’s Interest. The interests of the Member in the Company shall be personal property for all purposes. Legal title to all Company assets shall be held in the name of the Company. Neither the Member nor any successor, representative, or assign of the Member shall have any right, title, or interest in or to any Company property.

1.8. Status of the Company. Solely for federal and state income tax purposes and pursuant to Treasury Regulations Section 301.7701-3, the Member and the Company intend the Company to be disregarded as an entity that is separate from the Member. For all other purposes (including, without limitation, limited liability protection for the Member from Company liabilities), however, the Member and the Company intend the Company to be respected as a separate legal entity that is separate and apart from the Member. The Company shall be specifically identified as “Outcome Sciences, LLC” in all writings, including stationery, invoices, business cards and checks. The Company’s property and financial accounts shall be completely separate from and not commingled with the property or accounts of the Member.

ARTICLE II

DEFINITIONS

The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Additional Member” means any Person admitted to membership in the Company in addition to the Member.

“Agreement” means this Limited Liability Company Agreement, as it may be amended from time to time.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State, as amended or restated from time to time.

“Distribution” means any money or other property distributed to the Member with respect to the Member’s Membership Interest, but shall not include any payment to the Member for materials or services rendered or any reimbursement to the Member for expenses incurred by the Member in accordance with this Agreement.

“Member” means Quintiles, Inc., a North Carolina corporation, or any other Person who succeeds to its entire Membership Interest in the Company in accordance with this Agreement or the Act.

“Membership Interest” means all of the Member’s rights in the Company, including without limitation, the Member’s right to receive Distributions, any right to vote, and any right to participate in the management of the Company as provided in the Act and this Agreement.

“Person” means an individual, a trust, an estate, a domestic corporation, a foreign corporation, a professional corporation, a partnership, a limited partnership, a limited liability company, a foreign limited liability company, an unincorporated association, or another entity.

“Secretary of State” means the Secretary of State of Delaware.

“Transfer” means (i) as a verb, to sell, assign, transfer, or otherwise dispose of property, including without limitation an interest in the Company, and (ii) as a noun, the act of taking any of the actions described in clause (i).

“Treasury Regulations” means the Income Tax Regulations and Temporary Regulations promulgated under the Internal Revenue Code of 1986, as amended, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

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ARTICLE III

MANAGEMENT OF THE COMPANY BY MEMBER

The Member shall be solely responsible for the management of the Company and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on the Company’s behalf, and to sign for the Company or on its behalf or otherwise to bind the Company; provided that, pursuant to Article IV of this Agreement, the Member may delegate responsibility for the day-to-day management of the Company to one or more officers retained by the Member.

ARTICLE IV

OFFICERS

4.1. Selection; Statutory Officers. The officers of the Company, if any, shall be chosen by the Member. There may be a President, a Secretary, a Treasurer, one or more Vice Presidents, one or more Assistant Secretaries and one or more Assistant Treasurers, as the Member may determine. Any number of offices may be held by the same person. The officers of the Company as of the date hereof are listed on Exhibit A hereto.

4.2. Additional Officers. The Member may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member.

4.3. Terms of Office. Each officer of the Company shall hold office until his successor is chosen and qualified, or until his earlier resignation or removal. Any officer may be removed at any time by the Member.

4.4. Compensation of Officers. The Member shall have power to fix the compensation of all officers of the Company. It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to fix the compensation of such subordinate officers.

4.5. President. Unless the Member otherwise determines, if the Member appoints a President, the President shall be the chief executive officer and head of the Company. Under the supervision of the Member, the President shall have the general control and management of the Company’s business and affairs, subject, however, to the right of the Member to confer any specific power upon any other officer or officers of the Company. The President shall perform and do all acts and things incident to the position of president of a corporation formed under the General Corporation Law of the State of Delaware and shall have such other duties as may be assigned to him from time to time by the Member.

4.6. Vice-Presidents. The Vice-Presidents shall perform such of the duties of the President on behalf of the Company as may be respectively assigned to them from time to time by the Member or by the President. The Member may designate one of the Vice-Presidents as the Executive Vice-President, and in the absence of the President or the inability of the President to act, such Executive Vice-President shall have and possess all of the powers and discharge all of the duties of the President, subject to the control of the Member.

4.7. Treasurer. If the Member appoints a Treasurer, the Treasurer shall have the care and custody of all the funds and securities of the Company which may come into his hands as Treasurer, and the power and authority to endorse checks, drafts and other instruments for the payment of money for deposit or

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collection when necessary or proper and to deposit the same to the credit of the Company in such bank or banks or depository as the Member, or the officers or agents to whom the Member may delegate such authority, may designate, and he may endorse all commercial documents requiring endorsements for or on behalf of the Company. He may sign all receipts and vouchers for the payments made to the Company. He shall render an account of his transactions to the Member as often as the Member shall require the same. He shall enter regularly in the books to be kept by him for that purpose full and adequate account of all moneys received and paid by him on account of the Company. He shall perform all acts incident to the position of treasurer of a corporation formed under the General Corporation Law of the State of Delaware, subject to the control of the Member. If requested by the Member, he shall give a bond to the Company conditioned for the faithful performance of his duties, the expense of which bond shall be borne by the Company.

4.8. Secretary. If the Member appoints a Secretary, the Secretary shall record actions of the Company approved by the Member, and shall attend to the giving and serving of all notices of the Company. The Secretary shall have charge of such books and papers of the Company as the Member may direct. He shall, in general, perform all the duties of secretary of a corporation formed under the General Corporation Law of the State of Delaware, subject to the control of the Member.

4.9. Assistant Secretary. The Member may appoint one or more Assistant Secretaries of the Company. Any Assistant Secretary upon his appointment shall perform such duties of the Secretary, and also any and all such other duties, as the Member, the President or the Secretary may designate.

4.10. Assistant Treasurer. The Member may appoint one or more Assistant Treasurers of the Company. Any Assistant Treasurer upon his appointment shall perform such of the duties of the Treasurer, and also any and all such other duties, as the Member, the President or the Treasurer may designate.

4.11. Subordinate Officers. The Member may select such subordinate officers as it may deem desirable. Each such officer shall hold office for such period, have such authority and perform such duties as the Member may prescribe. The Member may, from time to time, authorize any officer to appoint and remove subordinate officers and to prescribe the powers and duties thereof.

ARTICLE V

INDEMNIFICATION

5.1. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of being or having been an officer of the Company or serving or having served at the request of the Company as a manager, director, trustee, officer, employee or agent of another limited liability company or of a corporation, partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (an “Indemnitee”), whether the basis of such proceeding is alleged action or failure to act in an official capacity as a manager, director, trustee, officer, employee or agent or in any other capacity while serving as a manager, director, trustee, officer, employee or agent, shall be indemnified and held harmless by the Company to the fullest extent authorized by the Delaware Limited Liability Company Act, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior thereto) (as used in this Article V, the “Delaware Law”), against all expense, liability and loss (including attorneys’ fees, judgements, fines, excise taxes or penalties under the Employee Retirement Income Security Act of 1974 and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith and such indemnification shall continue as to an Indemnitee who has ceased to be a manager, director, trustee, officer,

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employee or agent and shall inure to the benefit of the lndemnitee’s heirs, executors and administrators; provided, however, that, except as provided in Section 5.2 hereof with respect to Proceedings to enforce rights to indemnification, the Company shall indemnify any such Indemnitee in connection with a Proceeding (or part thereof) initiated by such Indemnitee only if such Proceeding (or part thereof) was authorized by the Member. The right to indemnification conferred in this Article V shall be a contract right and shall include the right to be paid by the Company the expenses (including attorneys’ fees) incurred in defending any such Proceeding in advance of its final disposition (an “Advancement of Expenses”); provided, however, that, if the Delaware Law so requires, an Advancement of Expenses shall be made only upon delivery to the Company of an undertaking (an “Undertaking”), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (a “Final Adjudication”) that such Indemnitee is not entitled to be indemnified for such expenses under this Article V or otherwise.

5.2. Right of Indemnitee to Bring Suit. If a claim under Section 5.1 hereof is not paid in full by the Company within sixty days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses), it shall be a defense that, and (ii) any suit by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication if, the Indemnitee has not met the applicable standard of conduct set forth in the Delaware Law. Neither the failure of the Company (including the Member or its independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware Law, nor an actual determination by the Company (including the Member or its independent legal counsel) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such Advancement of Expenses, under this Article V or otherwise shall be on the Company.

5.3. Non-Exclusivity of Rights. The rights to indemnification and to the Advancement of Expenses conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Company’s Certificate of Formation, this Agreement or otherwise.

5.4. Insurance. The Company may maintain insurance, at its expense, to protect itself and any manager, director, officer, employee or agent of the Company or of another limited liability company or of a corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Article V or under the Delaware Law.

5.5. Indemnification of Employees and Agents of the Company. The Company may, to the extent authorized from time to time by the Member, grant rights to indemnification, and to the Advancement of Expenses, to any employee or agent of the Company to the fullest extent of the provisions of this Article V with respect to the indemnification and Advancement of Expenses of officers of the Company.

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ARTICLE VI

LIMITATION ON LIABILITY

The Member shall not be required to make any contribution of cash or other property to the capital of the Company, nor shall the Member in its capacity as such be bound by, or personally liable for, any expense, liability, or obligation of the Company except to the extent of its interest in the Company and the obligation to return Distributions made to it under certain circumstances as required by the Act. The Company shall indemnify the Member to the fullest extent permitted or required by the Act, as amended from time to time, and the Company may advance expenses incurred by the Member, provided the Member shall reimburse the Company for such advance in the event it is ultimately determined that the Member is not entitled to be indemnified by the Company against such expenses.

ARTICLE VII

DISTRIBUTIONS

7.1. Interim Distributions. The Company may make Distributions to the Member at such times as the Member shall determine.

7.2. Distribution in Liquidation. Upon liquidation of the Company, liquidation proceeds shall be distributed in accordance with the provisions of Section 9.2.

7.3. Limitations upon Distributions. No Distribution shall be declared and paid if payment of such Distribution would cause the Company to violate any limitation on distributions provided in the Act.

ARTICLE VIII

TRANSFER OF INTERESTS AND ADMISSION OF MEMBERS

The Member may at any time Transfer all of its Membership Interest. The transferee of the Member’s entire Membership Interest shall become a member of the Company and the transferring Member shall cease to be a member of the Company upon consummation of the Transfer, provided that the transferring Member shall have the right to such information as may be necessary for the computation of the transferring Member’s federal and state income tax liability for the year of the Transfer. The Member may Transfer less than all of its Membership Interest and the Company may admit any Person as an Additional Member if such admission is approved by the Member, in which case this Agreement shall be amended to reflect the change in the Company’s income tax classification that would result from such Transfer or admission.

ARTICLE IX

DISSOLUTION AND LIQUIDATION OF THE COMPANY

9.1. Dissolution Events. The Company will be dissolved upon the happening of either of the following events:

(a) The Member elects to dissolve the Company; or

(b) The entry of a decree of judicial dissolution under the Act.

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9.2. Liquidation. Upon the happening of any of the events specified in Section 9.1, the Member, or any liquidating trustee elected by the Member, will commence as promptly as practicable to wind up the Company’s affairs unless the Member or the liquidating trustee (either, the “Liquidator”) determines that an immediate liquidation of Company assets would cause undue loss to the Company, in which event the liquidation may be deferred for a time determined by the Liquidator to be appropriate. Assets of the Company may be liquidated or distributed in kind, as the Liquidator determines to be appropriate. The proceeds from liquidation of the Company, including repayment of any debts of the Member to the Company, and any Company assets that are not sold in connection with the liquidation will be applied in the following order of priority:

(a) To payment of the debts and satisfaction of the other obligations of the Company, including without limitation debts and obligations to the Member;

(b) To the establishment of any reserves deemed appropriate by the Liquidator for any liabilities or obligations of the Company, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the Liquidator deems appropriate, will be distributed in the manner provided in Section 9.2(c); and thereafter

(c) To the Member.

9.3. Certificate of Cancellation. Upon the dissolution and the completion of the winding up of the Company, the Member shall cause a Certificate of Cancellation to be executed on behalf of the Company and filed with the Secretary of State, and the Member shall execute, acknowledge, and file any and all other instruments necessary or appropriate to reflect the dissolution and winding up of the Company.

ARTICLE X

MISCELLANEOUS

10.1. Records. The records of the Company will be maintained at the Company’s principal place of business, or at such other place selected by the Member, provided that the Company keep at its principal place of business the records required by the Act to be maintained there.

10.2. Amendments. This Agreement may be amended only by a writing signed by the Member.

10.3. Survival of Rights. This Agreement shall inure to the benefit of the successors and assigns of the Member.

10.4. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware without giving effect to the conflicts of laws provisions thereof.

10.5. Severability. If any provision, sentence, phrase, or word of this Agreement or the application thereof to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provision, sentence, phrase, or word to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby.

10.6. Creditors Not Benefited. Nothing in this Agreement is intended to benefit any creditor of the Company or of the Member. No creditor of the Company or of the Member will be entitled to require the Company or the Member to solicit or accept any loan or additional capital contribution for the Company or to require the Company enforce any right which the Company may have against the Member, whether arising under this Agreement or otherwise.

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10.7. No Certificate. The Membership Interest shall not be represented by a certificate.

IN WITNESS WHEREOF, the undersigned, being the sole member of the Company, has caused this Agreement to be executed as of the date first set forth above.

THE MEMBER:
QUINTILES, INC., a North Carolina corporation
By:	/s/ James H. Erlinger III
	Name: James H. Erlinger III
	Title:   Vice President

8

Exhibit A

Officers

Andrews, R. David	Vice President and Treasurer
Erlinger, James H. III	Secretary
Rose, Kim L.	Assistant Secretary
Sachs, Jeffrey	Vice President
Verst, Cyndi	President

EX-3.55

Exhibit 3.55

State of North Carolina

Department of the Secretary of State

ARTICLES OF INCORPORATION

Pursuant to §55-2-02 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Incorporation for the purpose of forming a business corporation.

1. The name of the corporation is: Innovex, Inc.

2. The number of shares the corporation is authorized to issue is: 1,000

3. These shares shall be: (check either a or b)

a. ☒ all of one class, designated as common stock; or

b. ☐ divided into classes or series within a class as provided in the attached schedule, with the information required by N.C.G.S. Section 55-6-01.

4. The street address and county of the initial registered office of the corporation is:

Number and Street 731 Pershing Road

City  Raleigh            State  NC             Zip Code  27608            County  Wake

5. The mailing address, if different from the street address, of the initial registered office is:

Number and Street

City                         State                         Zip Code                         County

6. The name of the initial registered agent is: Colin Conway

7. Principal office information: (must select either a or b.)

a. ☒ The corporation has a principal office.

The street address and county of the principal office of the corporation is:

Number and Street 731 Pershing Road

City  Raleigh            State  NC             Zip Code  27608            County  Wake

The mailing address, if different from the street address, of the principal office of the corporation is:

Number and Street

City                         State                         Zip Code                         County

b. ☐ The corporation does not have a principal office.

8. Any other provisions, which the corporation elects to include, are attached.

9. The name and address of each incorporator is as follows:

Colin Conway

731 Pershing Road

Raleigh, NC 27608

10. These articles will be effective upon filing, unless a date and/or time is specified:

This the 29 day of April 2003

Colin Conway INCORPORATOR

/s/ Colin Conway

Signature

Type or Print Name and Title

NOTES:

1. Filing fee is $125. This document must be filed with the Secretary of State.

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION

OF

INNOVEX INC.

The undersigned corporation (the “Corporation”) hereby submits this Certificate of Amendment of Certificate of Incorporation (this “Certificate of Amendment”) for the purpose of amending its Certificate of Incorporation pursuant to Section 242 of the Delaware General Corporation Law and does hereby certify as follows:

1. The name of the Corporation is Innovex Inc.

2. The Corporation’s Certificate of Incorporation is hereby amended as follows:

(a) Article 1 of the Certificate of Incorporation is hereby deleted in its entirety and the following inserted in its place:

“1. The name of the corporation is Quintiles Commercial US, Inc.”

3. This Certificate of Amendment was duly adopted in accordance with Section 242 of the General Corporation Law of Delaware.

4. This Certificate of Amendment shall be effective upon filing.

The Corporation has caused this Certificate of Amendment to be executed on November 24^th 2009.

INNOVEX INC.
By:	/s/ Beverly Rubin
Name:	Beverly Rubin
Title:	Assistant Secretary

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

(A CORPORATION WITHOUT CAPITAL STOCK)

The corporation, Quintiles Commercial US, Inc., organized and existing under the laws of the State of Delaware, hereby certifies as follows:

(1) That at a meeting a vote of the members of the governing body was taken for and against the amendment to the Certificate of Incorporation, said Amendment being as follows:

Changing the name of Quintiles Commercial US, Inc. to IQVIA CSMS US Inc.

(2) That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 25th day of June, A.D. 2019.

By:	/s/ Eric Sherbet
	Authorized Officer
Name:	Eric Sherbet, President
	Print or Type

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

PHARMASOURCE INC.,

A DELAWARE CORPORATION INTO

IQVIA CSMS US INC.,

A DELAWARE CORPORATION

Pursuant to Title 8, Section 251 (c) of the Delaware General Corporation Law, the undersigned surviving corporation executed the following Certificate of Merger:

FIRST: The name of the surviving corporation is IQVIA CSMS US INC., and the name of the corporation being merged into this surviving corporation is PHARMASOURCE INC.

SECOND: The Agreement of Merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations.

THIRD: The name of the surviving corporation is IQVIA CSMS US INC.

FOURTH: The Certificate of Incorporation of the surviving corporation shall be its Certificate of Incorporation.

FIFTH: The merger is to become effective on December 31, 2022

SIXTH: The Agreement of Merger is on file at 2626 Glenwood Avenue, Suite 550, Raleigh, N.C. 27608, the place of business of the surviving corporation.

SEVENTH: A copy of the Agreement of Merger will be furnished by the surviving corporation on request, without cost, to any stockholder of the constituent corporations.

IN WITNESS WHEREOF, IQVIA CSMS US INC., has caused this certificate to be signed by an authorized officer the 8^th day of December, 2022

By:	/s/ Eric Sherbet
	Authorized Officer
Name	Eric Sherbet
Title:	Executive Vice President

EX-3.56

Exhibit 3.56

Now known as Quintiles Commercial US, Inc.

BY-LAWS

OF

THE MSM GROUP, INC.

(a Delaware corporation)

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation shall be located in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The corporation may have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

CERTIFICATES FOR SHARES

Section 1. Certificates Representing Shares of Stock. The shares of stock of the corporation shall be represented by certificates signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors, if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the corporation. Any or all the signatures on any such certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

Section 2. Lost Certificates. The corporation may issue a new certificate of stock or uncertificated shares in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of the lost, stolen or

destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate or uncertificated shares.

Section 3. Uncertificated Shares. Subject to any conditions imposed by the General Corporation Law, the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of the stock of the corporation shall be uncertificated shares. Within a reasonable time after the issuance or transfer of any uncertificated shares, the corporation shall send to the registered owner thereof any written notice prescribed by the General Corporation Law.

Section 4. Fractional Share Interests. The corporation may, but shall not be required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing the full shares or uncertificated full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrant, or subject to any other conditions which the Board of Directors may impose.

Section 5. Stock Transfers. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and, in the case of shares represented by certificates, on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

Section 6. Record Date For Stockholders. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if

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notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining the stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the General Corporation Law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the books in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 7. Meaning Of Certain Terms. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder or holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that

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no such rights shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation, except as any provision of law may otherwise require.

ARTICLE III

STOCKHOLDERS MEETINGS

Section 1. Time of Meetings. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. A special meeting may be called by the Board of Directors, and shall be held on the date and at the time fixed by the Board of Directors.

Section 2. Place of Meetings. Annual meetings and special meetings shall be held at such place, within or without the State of Delaware, as the directors may, from time to time, fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

Section 3. Call of Meetings. Annual meetings and special meetings may be called by the Board of Directors or by any officer instructed by the Board of Directors to call the meeting.

Section 4. Notice or Waiver of Notice. Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law.

Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten (10) days nor more than sixty (60) days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mail.

If a meeting is adjourned to another time, not more than thirty (30) days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting.

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Whenever notice is required to be given under the General Corporation Law or under the certificate of incorporation or these By-Laws, a written waiver, signed by the person entitled to the notice whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice.

Section 5. Stockholder List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

Section 6. Conduct of Meeting. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting: the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the Corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

Section 7. Proxy Representation. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact or must be otherwise authorized in accordance with the General Corporation Law. No proxy shall be voted or acted upon after three (3) years from its date unless such proxy provides for a longer period.

A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

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Section 8. Inspectors. The directors, in advance of any meeting of stockholders, shall appoint one or more inspectors of election to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In case any person who may be appointed as an inspector or alternate inspector fails to appear or act, the vacancy may be filled by appointment at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspectors at such meeting with strict impartiality and according to the best of his ability.

The inspectors shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots, or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result thereof, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.

Section 9. Quorum. The holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum at a meeting of stockholders for, and the votes that shall be necessary for, the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.

Section 10. Voting. Each share of stock shall entitle the holders thereof to one vote. Directors shall be elected by a plurality of the votes of the shares, present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Any other action shall be authorized by the affirmative vote of a majority of the votes present in person or represented by proxy at a meeting and entitled to vote, except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power, and except as may be otherwise prescribed by the provisions of the certificate of incorporation and these By-Laws. In the election of directors, and for any other action, voting need not be by ballot.

Section 11. Stockholder Action Without Meetings. Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Action taken pursuant to this paragraph shall be subject to the provisions of Section 228 of the General Corporation Law.

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ARTICLE IV

DIRECTORS

Section 1. Functions; Compensation. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors of the corporation. The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies. The Board of Directors shall have the authority to fix the compensation of the members thereof.

Section 2. Qualifications and Number. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The initial Board of Directors shall consist of five (5) persons. Thereafter the number of directors constituting the whole board shall be at least one but not more than nine. Subject to the foregoing limitation and except for the first Board of Directors, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be five (5) directors. The number of directors may be increased or decreased by action of the stockholders or of the directors.

Section 3. Election and Term. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Except as the General Corporation Law may otherwise require, in the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection, newly created directorships and any vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

Section 4. Removal of Directors. Except as may otherwise be provided by the General Corporation Law, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 5. Committees. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member

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of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and-may authorize the seal of the corporation to be affixed to all papers which may require it, but in no event shall a committee have any authority the delegation of which is prohibited by Section 141 of the General Corporation Law.

ARTICLE V

MEETINGS OF THE BOARD OF DIRECTORS

Section 1. Time of Meetings. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

Section 2. Place of Meetings. Meetings shall be held at such place within or without the State of Delaware as shall be fixed by the Board.

Section 3. Call of Meetings. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, or of a majority of the directors in office.

Section 4. Notice or Actual or Constructive Waiver. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

Sections 5. Quorum and Action. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these By-Laws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

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Sections 5. Meeting by Conference. Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this subsection shall constitute presence in person at a meeting.

Section 6. Chairman of the Meeting. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

Section 7. Director Action Without Meetings. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE VI

OFFICERS

Section 1. Officers. The officers of the corporation shall be chosen by the Board of Directors and shall consist of a Chairman of the Board, a President, a Secretary, a Treasurer, and, if deemed necessary, expedient or desirable by the Board of Directors, a Vice-Chairman of the Board, a Chief Executive Officer, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any number of offices may be held by the same person, as the directors may determine.

Section 2. Term. Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified or until his earlier resignation or removal.

Section 3. Removal; Vacancies. Any officer may be removed, with or without cause, by the Board of Directors. Any vacancy in any office, whether occurring by death, resignation, removal or otherwise, shall be filled by the Board of Directors.

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Section 4. Chairman of the Board. The Chairman of the Board shall preside at all meetings of the stockholders, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect.

The Chairman of the Board shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent of the corporation.

Section 5. President. The President shall, in the absence or disability of the Chairman of the Board and Chief Executive Officer, if any, perform the duties and exercise the powers of the Chairman of the Board and Chief Executive Officer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 6. Vice President. The Vice-President, if there shall be one, or, if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 7. Secretary and Assistant Secretaries. The Secretary, if there shall be one, shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Section 8. Treasurer and Assistant Treasurers. The Treasurer, if there shall be one, shall be the chief financial officer of the corporation, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

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The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation.

If required by the Board of Directors, the Treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

The Assistant Treasurer, or, if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors, shall, in the absence of disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE VII

CORPORATE SEAL

The corporate seal shall be in such form as the Board of Directors shall prescribe.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

ARTICLE IX

CONTROL OVER BY-LAWS

Subject to the provisions of the certificate of incorporation and the provisions of the General Corporation Law, the power to amend, alter, or repeal these By-Laws and to adopt new By-Laws may be exercised by the Board of Directors or by the stockholders.

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EX-3.57

Exhibit 3.57

STATE OF DELAWARE

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A

LIMITED LIABILITY COMPANY PURSUANT TO

SECTION 18-214 OF THE LIMITED LIABILITY ACT

1.) The jurisdiction where the Corporation first formed is Delaware.

2.) The jurisdiction immediately prior to filing this Certificate is Delaware.

3.) The date the corporation first formed is September 12, 1996.

4.) The name of the Corporation immediately prior to filing this Certificate is RX India Corporation.

5.) The name of the Limited Liability Company as set forth in the Certificate of Formation is RX India, LLC.

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 10th day of July, A.D. 2015.

By:	/s/ Cathy LoBosco
	Authorized Person
Name:	Cathy LoBosco
	Print or Type

STATE of DELAWARE

LIMITED LIABILITY COMPANY

CERTIFICATE of FORMATION

• First: The name of the limited liability company is RX India, LLC.

• Second: The address of its registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington Zip Code 19801.

The name of its Registered agent at such address is The Corporation Trust Company.

• Third: (Insert any other matters the members determine to include herein.)

In Witness Whereof, the undersigned have executed this Certificate of Formation this 10th day of July, 2015.

By:	/s/ Cathy LoBosco
	Authorized Person(s)
Name:	Cathy LoBosco
	Typed or Printed

EX-3.58

Exhibit 3.58

LIMITED LIABILITY COMPANY AGREEMENT

OF

RX INDIA, LLC

This Limited Liability Company Agreement (this “Agreement”) of RX India, LLC, a Delaware limited liability company, is entered into as of this 10th day of July, 2015, by IMS Health India Holding Corporation, as the sole member (the “Member”).

A Certificate of Conversion was executed, delivered, filed and effective as of 11:59 p.m. on July 10, 2015, effectuating the conversion of RX India Corporation to a limited liability company under the name “RX India, LLC” pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Act”), and 8 Del. C. § 266 of the General Corporation Law of the State of Delaware.

The Member wishes to memorialize its agreement with respect to the operation of the Company as follows:

Section 1.    Name.

The name of the limited liability company shall be RX India, LLC (the “Company”).

Section 2.    Member.

The name and the business, residence or mailing addresses of the Member is as follows:

Name	Address
IMS Health India Holding Corporation	83 Wooster Heights Road Danbury, CT 06810

Section 3.    Registered Office/Registered Agent.

The address of the registered office of the Company in the State of Delaware, and the name and address of the registered agent of the Company for service of process on the Company in the State of Delaware, is The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801.

Section 4.    Certificate.

The filing of the certificate of formation of the Company (the “Certificate”) is hereby ratified and confirmed and the person filing such Certificate is hereby designated as an authorized person within the meaning of the Act to execute, deliver and file the Certificate, and such persons as are designated by the Member are hereby designated as authorized persons within the meaning of the Act, to execute, deliver and file any amendments or restatements of the Certificate or any certificate of cancellation of the Certificate and any other certificates and any amendments or restatements thereof necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

Section 5.    Purpose/Powers.

The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing. The Company shall have the power and authority to do any and all acts necessary or convenient to or in furtherance of said purposes, including all power and authority, statutory or otherwise, possessed by, or which may be conferred upon, limited liability companies under the laws of the State of Delaware.

Section 6.    Management.

In accordance with Section 18-402 of the Act, the business of the Company shall be managed by a Board of Managers, and the persons constituting the Board of Managers shall be the “managers” of the Company for all purposes under the Act. Upon the effectiveness of this Agreement, the Board of Managers shall initially consist of:

Jeffrey J. Ford

Cathy LoBosco

Harshan Bhangdia.

Thereafter, the persons constituting the Board of Managers shall be appointed by the Member.

Except to the extent otherwise provided in this Agreement, the Board of Managers shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all actions as it deems necessary or appropriate to accomplish the purpose of the Company as set forth herein and shall have all powers and authority necessary or desirable in connection with the foregoing, including the power and authority to execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the purpose of the Company. Decisions of the Board of Managers shall be carried out by any member of the Board of Managers or by officers or agents of the Company designated by the Board of Managers in the vote or resolution in question or in one or more standing votes or resolutions. Each member of the Board of Managers is hereby authorized to execute any documents on behalf of the Company acting singly.

Section 7.    Officers and Agents.

The Board of Managers may appoint such officers as the Board of Managers deems advisable to carry out the business of the Company. The Board of Managers may assign titles to particular officers. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any restrictions on such authority imposed by the Board of Managers. The Board of Managers may at any time, with or without cause, replace any or all officers of the Company.

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The Board of Managers shall have the power to appoint agents to act for the Company with such titles as the Board of Managers deems appropriate and to delegate to such agents such of the powers as are held by the Board of Managers hereunder as the Board of Managers may determine. The Board of Managers may, in the sole discretion of the Board of Managers, ratify any act previously taken by any officer or agent acting on behalf of the Company.

The following persons are hereby elected as the officers of the Company, to serve in the office or offices set forth beside their respective names until their successors are duly elected and qualified or until their earlier resignation or removal:

Jeffrey J. Ford	President
Cathy LoBosco	Vice President and Secretary
Sean Ascher	Vice President and Treasurer
Robin Nance	Assistant Secretary

Section 8.    Reliance by Third Parties.

Any person or entity dealing with the Company, the Member, a Manager, or any officer of the Company may rely upon a certificate signed by a member of the Board of Managers or any officer of the Company as to: (a) the identity of the Member, a Manager or any officer of the Company, (b) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by the Member, a Manager or any officer of the Company or are in any other manner germane to the affairs of the Company, (c) the persons who or entities which are authorized to execute and deliver any instrument or document of or on behalf of the Company or (d) any act or failure to act by the Company or as to any other matter whatsoever involving the Company, the Member, a Manager or any officer of the Company.

Section 9.    Capital Contributions.

The Member may make, but shall not be required to make, capital contributions to the Company.

Section 10.    Taxation.

It is the intent of the Member that the Company be disregarded as an entity separate from its owner or treated as a partnership that is not a publicly traded partnership for federal tax purposes pursuant to section 7701 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder, as applicable.

Section 11.    Allocation of Profits and Losses.

The Company’s profits and losses shall be allocated to the Member.

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Section 12.    Distributions.

Distributions shall be made to the Member at the times and in the aggregate amounts determined by the Member.

Section 13.    Term and Dissolution.

The Company shall have perpetual existence unless it shall be dissolved and its affairs shall have been wound up upon (a) the written consent of the Member or (b) the entry of a decree of judicial dissolution under Section 18-802 of the Act. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate as provided in the Act. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

Section 14.    Assignments.

The Member may assign its limited liability company interest to any person, which person shall become a Member upon the filing of the instrument of assignment with the records of the Company.

Section 15.    Amendments.

This Agreement may be amended or restated from time to time by the Member.

Section 16.    Indemnification.

The Company shall, to the maximum extent permitted by the Delaware General Corporation Law, indemnify each of its Members, any member of the Board of Managers, managers, officers and employees (each a “Covered Person” and, collectively, the “Covered Persons”) against any loss, damage or claim incurred by such Covered Persons by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified for any loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct; provided, however, that any indemnity under this Section 16 shall be provided out of and to the extent of Company assets only, and neither the Member, any member of the Board of Managers nor any other Indemnitee shall be obligated personally. For purposes of this Section 16, a “manager,” “officer” or “employee” of the Company includes any person who is or was a manager, officer or employee of the Company, or is or was serving at the request of the Company as a manager, director, officer or employee of another company, or other enterprise, or was a manager, director, officer or employee of a company which was a predecessor company of the Company or of another enterprise at the request of such predecessor company (all such persons being referred to hereafter as an “Indemnitee”). The foregoing provisions of this Section 16 shall survive any termination of this Agreement.

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Section 17.    Limited Liability.

Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member, any member of the Board of Managers nor any other Indemnitee shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member, a member of the Board of Managers or an Indemnitee. All Persons dealing with the Company shall look solely to the assets of the Company for the payment of the debts, obligations or liabilities of the Company.

Section 18.    Governing Law.

This Agreement shall be governed by, and construed under, the Laws of the State of Delaware, all rights and remedies being governed by said laws.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned, being the Member of the entity, has duly executed this Agreement as of the date and year first above written.

IMS HEALTH INDIA HOLDING CORPORATION
By:	/s/ Sean Ascher
Name:	Sean Ascher
Title:	Vice President & Treasurer

[Limited Liability Company Agreement of RX India, LLC]

EX-3.59

Exhibit 3.59

Form LLC-5.5	Illinois	This space for use by Secretary of State
December 2003	Limited Liability Company Act	FILE DATE 1/22/2004 JESSE WHITE SECRETARY OF STATE
Jesse White	Articles of Organization
Secretary of State	This space for use by Secretary of State         Date 1/22/2004         Assigned File # 0109 698 2         Filing Fee $500.00         Approved: PMM
Department of Business Services
Limited Liability Company Division
Room 351, Howlett Building
Springfield, IL 62756
http://www.cyberdriveillinois.com
Payment must be made by certified check, cashier’s check, Illinois attorney’s check, Illinois C.P.A.’s check or money order, payable to “Secretary of State.”

1.	Limited Liability Company Name: Targeted Molecular Diagnostics, LLC
	(The LLC name must contain the words limited liability company, L.L.C. or LLC and cannot contain the terms corporation, corp., incorporated, inc., ltd., co., limited partnership, or L.P.)
2.	The address of its principal place of business: (Post office box alone and c/o are unacceptable.) 701 Harger Road, Suite 190, Oak Brook, lllinois 60523
3.	The Articles of Organization are effective on: (Check one)

	a)      X      the filing date, or b)                  another date later than but not more than 60 days subsequent to the filing date:
	(month, day, year)
4.	The registered agent’s name and registered office address is:

Registered agent:	Kimberly	K.	Duttlinger
	First Name	Middle Initial	Last Name
Registered Office:	701 Harger Road		190
(P.O. Box and	Number	Street	Suite #
c/o are unacceptable)	Oak Brook	60523	DuPage
	City	ZIP Code	County

5.	Purpose or purposes for which the LLC is organized: Include the business code # (IRS Form 1065).
	(If not sufficient space to cover this point, add one or more sheets of this size.)
	“The transaction of any or all lawful business for which limited liability companies may be organized under this Act.”
6.	The latest date, if any, upon which the company is to dissolve                                           .
	(month, day, year)
	Any other events of dissolution enumerated on an attachment. (Optional)

LLC-5.5

7.	Other provisions for the regulation of the internal affairs of the LLC per Section 5-5 (a) (8) included as attachment:
	If yes, state the provisions(s) from the ILLCA.      ☐ Yes            ☒ No
8.	a) Management is by manager(s):                         ☒ Yes            ☐ No
	If yes, list names and business addresses.
	F. Edward Gustafson, 701 Harger Road, Suite 190, Oak Brook, Illinois 60523
	b) Management is vested in the member(s):          ☐ Yes            ☒ No
	If yes, list names and addresses.
9.	I affirm, under penalties of perjury, having authority to sign hereto, that these articles of organization are to the best of my knowledge and belief, true, correct and complete.

Dated	January 20	,	2004
	(Month/Day)		(Year)

	Signature(s) and Name(s) of Organizer(s)		Address(es)
1.	/s/ KIMBERLY K. DUTTLINGER	1.	701 Harger Road, Suite 190
	Signature		Number                                                          Street
	KIMBERLY K. DUTTLINGER, Organizer		Oak Brook
	(Type or print name and title)		City/Town
			Illinois                                                                                    60523
	(Name if a corporation or other entity)		State                                                                                                   ZIP Code
2.		2.
	Signature		Number                                                          Street
	(Type or print name and title)		City/Town
	(Name if a corporation or other entity)		State                                                                                                   ZIP Code
3.		3.
	Signature		Number                                                          Street
	(Type or print name and title)		City/Town
	(Name if a corporation or other entity)		State                                                                                                   ZIP Code

(Signatures must be in ink on an original document. Carbon copy, photocopy or rubber stamp signatures may only be used on conformed copies.)

Form LLC-5.25 August 2008 Secretary of State Department of Business Services Limited Liability Division 501 S. Second St, Rm. 351 Springfield, IL 62756 217-524-8008 www.cyberdriveillinois.com Payment may be made by business firm check payable to Secretary of State. If check is returned for any reason this filing will be void.	lllinois Limited Liability Company Act Articles of Amendment		FILE #: 0109-6982
		SUBMIT IN DUPLICATE  Must be typewritten. This space for use by Secretary of State.	This space for use by Secretary of State. FILED DEC 02 2008 JESSE WHITE SECRETARY OF STATE
	Filing Fee:    $150   Approved:

1. Limited Liability Company Name: Targeted Molecular Diagnostics, LLC

2.	Articles of Amendment effective on:
	☒    the file date
	☐    a later date (not to exceed 30 days after the file date)
		Month, Day, Year

3.

Articles of Organization are amended as follows (check applicable item(s) below):

☐    a)  Admission of a new member (give name and address below)* ☒    b)  Admission of a new manager (give name and address below)* ☐    c)  Withdrawal of a member (give name below)* ☒    d)  Withdrawal of a manager (give name below)* ☐    e)  Change in address of the office at which the records required by Section 1-40 of the Act are kept (give new address, including county below) ☒    f)   Change of registered agent and/or registered agent’s office (give new name and address, including county below) (Address change of P.O. Box alone or c/o is unacceptable.) ☐    g)  Change in the Limited Liability Company’s name (give new name below) ☐    h)  Change in date of dissolution or other events of dissolution enumerated in Item 6 of the Articles of Organization ☐    i)   Other (give information in space below) ☐    j)   Establish authority to issue series (see back; filing see $400)* *  Changes in members/managers may, but are not required to, be reported in an amendment to the Articles of Organization. Additional information: 3(b) - Quintiles Laboratories Limited, 4709 Creekstone Drive, Durham, NC 27703 3(d) - F. Edward Gustafson 3(f) - CT Corporation System, 208 South LaSalle Street, Suite 814, Chicago, IL 60604

New Name of LLC (if changed):
	(continued on back)

Printed on recycled paper. Printed by authority of the State of Illinois. September 2008 – 2M – LLC 11.11

01096982

12/02/08

LLC-5.25

4. This amendment was approved in accordance with Section 5-25 of the Illinois Limited Liability Company Act, and, if adopted by the managers, was approved by not less than the minimum number of managers necessary to approve the amendment, member action not being required; or, if adopted by the members, was approved by not less than the minimum number of members necessary to approve the amendment.

5. I affirm, under penalties of perjury, having authority to sign hereto, that these Articles of Amendment are to the best of my knowledge and belief, true, correct and complete.

Dated                 NOVEMBER 25^th                 , 2008                

Month/Day                                         Year

/s/ Thomas Wollman

Signature (Must comply with Section 5-45 of ILLCA.)

Thomas Wollman, Sr. Vice President

Name and Title (type or print)

Quintiles Laboratories Limited, manager

If the member or manager signing this document is a company or other entity,

state Name of Company and whether it is a member or manager of the LLC.

* The following paragraph is adopted when Item 3 is checked:

The operating agreement provides for the establishment of one or more series. When the company has filed a Certificate of Designation for each series, which is to have limited liability pursuant to Section 37-40 of the Illinois Limited Liability Company Act, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the Limited Liability Company generally or any other series thereof, and unless otherwise provided in the operating agreement, none of the debts, liabilities, obligations or expenses incurred, contracted for or otherwise existing with respect to this company generally or any other series thereof shall be enforceable against the assets of such series.

Printed on recycled paper. Printed by authority of the State of Illinois. September 2008 – 2M – LLC 11.11

EX-3.60

Exhibit 3.60

AMENDED AND RESTATED

OPERATING AGREEMENT

OF

TARGETED MOLECULAR DIAGNOSTICS, LLC

THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) of Targeted Molecular Diagnostics, LLC (the “Company”), a limited liability company organized pursuant to the Illinois Limited Liability Company Act (the “Act”), is executed effective as of November 25, 2008 by and between the Company and its sole member, Quintiles Laboratories Limited, a North Carolina corporation (the “Member”).

ARTICLE I

FORMATION OF THE COMPANY

1.1. Formation. The Company was formed on January 22, 2004, upon the filing of the Company’s articles of organization with the Illinois Secretary of State. The Company’s original operating agreement was effective January 26, 2004. The Company’s operating agreement is hereby amended and restated in its entirety in connection with the acquisition by the Member of all the membership interests in the Company as of the date hereof.

1.2. Name. The name of the Company is set forth above. The Member may change the name of the Company from time to time as it deems advisable, provided appropriate amendments to this Agreement and the Company’s articles of organization (as amended from time to time, the “Articles of Organization”) and necessary filings under the Act are first obtained.

1.3. Registered Office and Registered Agent. The mailing and street address of the Company’s registered office within the State of Illinois is:

Mailing and Street Address

CT Corporation System

208 South LaSalle Street

Suite 814

Chicago, IL 60604

The Company’s registered agent at such addresses is CT Corporation System. The Member may change the Company’s registered agent and registered office from time to time as it deems necessary or advisable.

1.4. Principal Place of Business. The Company’s principal place of business shall be at such place or places as the Member may determine from time to time.

1.5. Purposes and Powers. The Company may engage in any lawful business for which limited liability companies may be organized under the Act. The Company shall have any and all powers which are necessary or desirable to carry out the purposes and business of the Company, to the extent the same may be legally exercised by limited liability companies under the Act.

1.6. Title to Assets. Legal title to all Company assets shall be held in the name of the Company.

1.7. Tax Classification. Solely for federal and state tax purposes and pursuant to Treasury Regulations Section 301.7701-3, the Member and the Company intend the Company to be disregarded as an entity that is separate from the Member. For all other purposes (including, without limitation, the Member’s protection from liability for the Company’s obligations) the Member and the Company intend the Company to be respected as a separate legal entity that is separate and apart from the Member. At any time that two or more persons or entities hold equity interests in the Company for federal income tax purposes, the Company and the Member intend that the Company shall be treated as a partnership for federal and all relevant state tax purposes, and the Company shall take whatever actions are required to ensure such treatment (including the amendment of this Agreement).

ARTICLE II

MANAGEMENT OF THE COMPANY

2.1. The Manager. Except as otherwise may be expressly provided in this Agreement, the Company’s Articles of Organization, or the Act, all decisions with respect to the management of the business and affairs of the Company shall be made by the Manager. The Manager shall have full and complete authority, power, and discretion to manage and control the business of the Company, and to perform any and all other acts customary or incident to the management of the Company’s business, except those acts as to which approval by the Member is expressly required by the Articles of Organization, this Agreement, the Act, or other applicable law. The Manager may delegate responsibility for the day-to-day management of the Company to officers appointed by the Manager, who shall have and exercise on behalf of the Company all powers and rights necessary or convenient to carry out such management responsibilities. By executing this Agreement, the Member hereby designates, appoints and elects itself as the Manager of the Company, effective as of the date hereof. The Member may remove and replace the Manager at any time and for any reason.

2.2. Limitations on Power and Authority of the Manager. Without the consent of the Member, the Manager shall have no authority to do any of the following:

(a) Any act in contravention of this Agreement; and

(b) Any act which would make it impossible to carry on the ordinary business of the Company.

2.3. Indemnification of Manager. The Company shall indemnify the Manager to the fullest extent permitted or required by the Act, as amended from time to time, and the Company may advance expenses incurred by the Manager upon the approval of the Member and the receipt by the Company of the signed statement of the Manager agreeing to reimburse the Company for such advance in the event it is ultimately determined that the Manager is not entitled to be indemnified by the Company against such expenses. The provisions of this Section 2.3 shall apply also to any person to whom the Manager has delegated management authority as provided in Section 2.1.

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2.4. Limitation on Liability. No Manager of the Company shall be liable to the Company for monetary damages for an act or omission in such Person’s capacity as a Manager, except as provided in the Act. If the Act is amended to authorize further elimination of or limitations on the liability of managers, then the liability of the Manager shall be eliminated or limited to the fullest extent permitted by the Act as so amended. Any repeal or modification of this Section shall not adversely affect the right or protection of the Manager existing at the time of such repeal or modification. The provisions of this Section 2.4 shall apply also to any person to whom the Manager has delegated management authority as provided in Section 2.4.

ARTICLE III

LIMITED LIABILITY

The Member, in its capacity as the sole member and manager of the Company, shall not be bound by, or personally liable for, any expense, liability, or obligation of the Company except to the extent of its membership interest in the Company and the obligation to return distributions under certain circumstances as required by the Act.

ARTICLE IV

CAPITAL CONTRIBUTIONS

The Member shall not be required to make capital contributions to the Company but may do so at any time and from time to time.

ARTICLE V

DISTRIBUTIONS

The Company shall distribute cash and other property to the Member on such basis and at such time as the Member may determine.

ARTICLE VI

TRANSFER OF INTERESTS AND ADMISSION OF MEMBERS

Membership interests in the Company shall be certificated. The Member may at any time transfer all or any part of its membership interest in the Company. The transferee of the Member’s entire membership interest shall become a member of the Company and the transferring Member shall cease to be a member of the Company upon consummation of the transfer, provided that the transferring Member shall have the right to such information as may be necessary for the computation of the transferring Member’s federal and state income tax liability for the year of the transfer. If the Member transfers less than all of its membership interest and the Company or the Company admits any person as an additional member, appropriate amendments shall be made to this Agreement to reflect the change in the Company’s tax classification that would result from such transfer or admission.

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ARTICLE VII

DISSOLUTION AND LIQUIDATION OF THE COMPANY

The Company shall be dissolved and its affairs wound up by written action of the Member, or as otherwise provided under the Act. Upon the winding up of the Company, the Company’s assets shall be distributed to creditors, including, to the extent permitted by law, the Member if it is a creditor, in satisfaction of the Company’s liabilities, and then to the Member. Such distributions shall be in cash, property other than cash, or partly in both, as determined by the Member. Upon the completion of the winding up of the Company, the Member shall cause articles of dissolution to be executed on behalf of the Company and filed with the Illinois Secretary of State, and the Member shall execute, acknowledge, and file any and all other instruments necessary or appropriate to reflect the Company’s dissolution.

ARTICLE VIII

MISCELLANEOUS

8.1. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the matters covered hereby and supersedes any previous agreements, whether written or oral. The parties hereby stipulate and acknowledge that there are no other understandings, expectations or agreements, either written or oral, respecting their rights and entitlements.

8.2. Amendment. Neither this Agreement nor any of the terms and conditions herein set forth may be altered or amended verbally. Any alteration or amendment to this Agreement shall be effective only when reduced to writing and signed by the Member, or its successors and assigns.

8.3. Records. The records of the Company shall be maintained at the Company’s principal place of business or at any other place the Member selects, provided the Company keeps at its principal place of business the records required by the Act to be maintained there.

8.4. Survival of Rights. Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.

8.5. Interpretation and Governing Law. When the context in which words are used in this Agreement indicates that such is the intent, words in the singular number shall include the plural and vice versa. The masculine gender shall include the feminine and neuter. The Article and Section headings or titles shall not define, limit, extend, or interpret the scope of this Agreement or any particular Article or Section. This Agreement shall be governed and construed in accordance with the laws of the State of Illinois without giving effect to the conflicts of laws provisions thereof.

8.6. Severability. If any provision, sentence, phrase or word of this Agreement or the application thereof to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provision, sentence, phrase, or word to persons or circumstances, other than those as to which it is held invalid, shall not be affected thereby.

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8.7. Creditors Not Benefited. Nothing in this Agreement is intended to benefit any creditor of the Company. No creditor of the Company will be entitled to require the Member to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against a Member, whether arising under this Agreement or otherwise.

[Signature Page follows]

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[Signature Page to Amended and Restated Operating Agreement of Targeted Molecular Diagnostics, LLC]

IN WITNESS WHEREOF, the Company and the Member have caused this Agreement to be duly adopted as of the date set forth above.

THE MEMBER:		THE COMPANY:
QUINTILES LABORATORIES LIMITED		TARGETED MOLECULAR DIAGNOSTICS, LLC
By: Name:	/s/ Thomas Wollman Thomas Wollman	By:	Quintiles Laboratories Limited, its sole member and manager
Title:	Sr. Vice President		By:	/s/ Thomas Wollman
			Name:	Thomas Wollman
			Title:	Sr. Vice president

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AMENDMENT TO

AMENDED AND RESTATED OPERATING AGREEMENT

OF

TARGETED MOLECULAR DIAGNOSTICS, LLC

This Amendment to the Amended and Restated Operating Agreement (this “Amendment”) is effective as of the 7^th day of June, 2011, by Targeted Molecular Diagnostics, LLC, an Illinois limited liability company (the “Company”), and Quintiles Laboratories Limited, a North Carolina corporation (the “Member”), and amends the Amended and Restated Operating Agreement of the Company dated as of November 25, 2008 (the “Agreement”).

WHEREAS, the Member and the Company wish to amend the Agreement to clarify that interests in the Company may be represented by certificates, and to expressly opt-in to Article 8 of the Uniform Commercial Code; and

WHEREAS, Section 8.2 of the Agreement permits the Agreement to be amended in a writing signed by the Member.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Amendment, and intending to be legally bound, the parties agree as follows:

1. Article VI of the Agreement is hereby amended to add a new second sentence following the current first sentence and preceding the current second sentence of Article VI, as follows:

“Such interests are expressly deemed to be securities governed by Article 8 of the Uniform Commercial Code of the State of Illinois.”

2. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed to them in the Agreement. Except as amended hereby, the Agreement shall remain in full force and effect in accordance with its terms.

[Signature Page Follows]

[Signature Page to Amendment to Amended and Restated Operating Agreement]

IN WITNESS WHEREOF, the Company and the Member have duly executed this Amendment as of the date first above written.

TARGETED MOLECULAR DIAGNOSTICS, LLC
By:	Quintiles Laboratories Limited, as sole Member
	By:	/s/ Beverly Rubin
		Name: Beverly Rubin
		Title:   Vice President and Secretary
QUINTILES LABORATORIES LIMITED
By:	/s/ Beverly Rubin
	Name: Beverly Rubin
	Title:   Vice President and Secretary

SECOND AMENDMENT TO THE

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

TARGETED MOLECULAR DIAGNOSTICS, LLC

Effective as of 12:02 a.m. U.S. Eastern Time on June 30, 2015

This Second Amendment to the Amended and Restated Limited Liability Company Agreement of Targeted Molecular Diagnostics, LLC (this “Amendment”) is made effective as of 12:02 a.m. U.S. Eastern Time on June 30, 2015. Capitalized terms used but not defined herein shall have the meanings assigned to them in the LLC Agreement (as defined below).

WITNESSETH

WHEREAS, Targeted Molecular Diagnostics, LLC (the “Company”) is an Illinois limited liability company;

WHEREAS, Quintiles Laboratories, LLC (“QLAB”), as the sole member of the Company, entered into that certain Limited Liability Company Agreement, dated as of November 25, 2008 (as such agreement was subsequently amended, the “LLC Agreement”);

WHEREAS, effective as of 12:02 a.m. U.S. Eastern Time on June 30, 2015, QLAB, distributed and transferred all of the outstanding membership interest or other equity interests of the Company to the undersigned;

WHEREAS, Section 8.2 of the LLC Agreement provides the LLC Agreement may only be amended or modified by a writing signed by the Member;

WHEREAS, the undersigned is the sole member of the Company; and

WHEREAS, the undersigned desires for the LLC Agreement to be amended as set forth in this Amendment.

NOW THEREFORE, for and in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agree as follows:

1. The LLC Agreement is hereby amended to replace the name of the member party thereto from “Quintiles Laboratories, LLC” to “Quintiles, Inc.” in all instances the name of the member appears in the LLC Agreement.

2. By signing this Amendment, the undersigned gives its written approval of the amendment to the LLC Agreement contemplated by Section 1 of this Amendment.

3. Except as herein modified, the terms of the LLC Agreement shall be and remain in full force and effect.

[signature page follows]

2

[Signature Page to Second Amendment to the Amended and Restated Limited Liability Company

Targeted Molecular Diagnostics, LLC]

IN WITNESS WHEREOF, the undersigned have executed this Amendment, effective as of the date first above written.

THE SOLE MEMBER:
QUINTILES, INC.
By:	/s/ James H. Erlinger III
Name:	James H. Erlinger III
Title:	Vice President

EX-3.61

Exhibit 3.61

CERTIFICATE OF FORMATION

OF

ValueMedics, LLC

(Pursuant to the Limited Liability Company Act of the State of Delaware, Title 6)

The undersigned, as an authorized person, in order to form a limited liability company pursuant to the Limited Liability Company Act of the State of Delaware, does hereby certify as follows:

1.    The name of the company is ValueMedics, LLC (the “Company”).

2.    The name and address of the registered agent of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation on the 7th day of March, 2003.

/s/ Edward M. Zimmerman

Edward M. Zimmerman, Esq., Authorized Person

CERTIFICATE OF AMENDMENT

OF

VALUEMEDICS, LLC

(Pursuant to Section 18-202 of the Delaware Limited Liability Company Act)

1.    The name of the limited liability company is ValueMedics, LLC.

2.    The Certificate of Formation of the limited liability company is hereby amended as follows:

“The name of the limited liability company is ValueMedics Research, LLC.”

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of ValueMedics, LLC this 17th day of March, 2003.

ValueMedics, LLC
By:	/s/ Jonothan C. Tierce
Name:	Jonothan C. Tierce
Title	Principal

EX-3.62

Exhibit 3.62

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

VALUEMEDICS RESEARCH, LLC

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) is entered into as of the 23rd day of February, 2010, by IMS Health Incorporated (such person and any other person admitted as a member of the Company pursuant to Section 15 hereof individually referred to herein as a “Member” and collectively as the “Members”).

WHEREAS, IMS Health Incorporated formed the Company pursuant to the Delaware Limited Liability Company Act (the “Act”) and entered into a limited liability company agreement of the Company dated as of February 19, 2010 (the “Original Agreement”); and

WHEREAS, the Member desires to amend and restate the Original Agreement and to adopt this Agreement pursuant to the Act;

NOW, THEREFORE, the Member agrees to the following terms and conditions:

1.    Name. The name of the limited liability company formed hereby is ValueMedics Research, LLC (the “Company”).

2.    Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities that may be necessary or incidental to the foregoing. The Company, and the Member (or Members, if there is more than one (1) Member) on behalf of the Company, may enter into and perform any and all agreements consistent with the purpose of the Company.

3.    Registered Office. The address of the registered office of the Company in the State of Delaware is CSC, 2711 Centerville Road, Wilmington, DE 19808.

4.    Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is CSC, 2711 Centerville Road, Wilmington, DE 19808.

5.    Members. The name of the initial Member is as set forth above in the preamble to this Agreement.

6.    Management Powers.

(a)    The business and affairs of the Company shall be managed by the Member (or Members, if there is more than one (1) Member). The Member (or Members) shall have the power to do any and all acts that may be necessary or convenient to or for the furtherance of the purposes described herein, including, without limitation, the power:

(i)    to conduct the Company’s business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States, or in any foreign country, which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(ii)    to acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, finance, improve, lease, sell, convey, mortgage, transfer, demolish or dispose of any real or personal property and loans secured by such real and personal property, which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(iii)    to enter into, perform and cany out contracts of any kind, including, without limitation, contracts with the Members, an affiliate of the Company or the Members, or any agent of the Company, which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

(iv)    to purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships, trusts, limited liability companies, or individuals, or direct or indirect obligations of the United States or any government, state or instrumentality of any of them;

(v)    to lend or borrow money and issue evidences of indebtedness, with or without security;

(vi)    to sue or be sued, complain and defend, and participate in administrative or other proceedings, and to pay, compromise, settle or litigate any claims by or against the Company; and

(vii)    to appoint officers, employees and agents of the Company, and define their duties and fix their compensation.

(b)    Each Member, acting alone, or such person as the sole Member (or the Members if there is more than one (1) Member) shall designate as attorney-in-fact for this purpose, is hereby designated or approved as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate of Formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof), which may be necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business or to act on behalf of the Company as such designated persons see fit.

(c)    Notwithstanding anything herein to the contrary, each officer of the Company shall have the full powers and authority conferred upon the Member (or the Members if there is more than one (1) Member) pursuant to this Agreement or applicable law.

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7.    Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) the written consent of each of the Members; (b) the death, retirement, resignation, expulsion, bankruptcy or dissolution of any Member or the occurrence of any other event that terminates the continued membership of any Member in the Company if, within 90 days of any such event, the Members owning more than 50% of the then current percentage of interest in the Company vote to dissolve the Company; or (c) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

8.    Initial Capital Contributions. All sums paid by the Member in connection with the startup of the Company and its business operations shall be credited as capital contributions to the Company by the Member, as will all such additional property or cash as the Member determines appropriate to contribute in developing the business of the Company.

9.    Capital Accounts. Upon the admission of one (I) or more additional Members, each Member shall have a capital account determined and maintained in accordance with Treasury Regulations Section 1.704-l(b)(2)(iv).

10.    Additional Contributions. No Member is required to make any additional capital contribution to the Company. However, a Member may make additional capital contributions to the Company with the unanimous consent of the Members.

11.    Allocation of Profits and Losses. The Company’s profits and losses shall be allocated to the Member. In the event that there is more than one (1) Member, profits and losses shall be allocated to the Members in proportion to the capital contributions of the Members.

12.    Distributions. Distributions shall be made to the Members at the times and in the aggregate amounts determined by the unanimous consent of the Members. Such distributions shall be made among the Members in the same proportion as their capital contributions. Notwithstanding the preceding sentence, distributions in liquidation of the Company shall be made among the Members in the same proportion as their capital account balances.

13.    Assignment, Transfer and Substitute Members. A Member’s interest in the Company may not be assigned, transferred or hypothecated, except with the prior unanimous written consent of the Members. No purported assignment or transfer of all or any part of any Member’s interest in the Company without such prior written consent shall be binding on the Company. Notwithstanding the above, the consent of the Members shall not be required for a testamentary transfer of an interest in the Company. An assignee of all or part of a Member’s interest or an additional Member whose admission to the Company has been consented to by all of the Members shall be admitted as a substitute or new Member and shall have all the rights and obligations of a Member as provided in this Agreement.

14.    Resignation. A Member may not resign from the Company.

15.    Admission of Additional Members. One (1) or more additional members of the Company may be admitted to the Company with the unanimous consent of the Members.

16.    Liability of Members. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be

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solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

17.    Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF DELAWARE, WITH ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS.

18.    Application of Article 8 of the Uniform Commercial Code. Each limited liability company interest in the Company shall constitute a “security” within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including Section 8 102(a)(15) thereof) as in effect from time to time in the State of Delaware, and (ii) the corresponding provisions of the Uniform Commercial Code of any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the American Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the American Bar Association on February 14, 1995. Notwithstanding any provision of this Agreement to the contrary, to the extent that any provision of this Agreement is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in effect in the State of Delaware (the “UCC”), such provision of Article 8 of the UCC shall be controlling.

19.    Tax Treatment. As long as there is only one (1) Member of the Company, the Company shall be treated as a disregarded entity for tax purposes. In the event that there is more than one (1) Member of the Company, the Members shall agree by their subscription hereto to treat the Company as a partnership for tax purposes. In such event, the initial Member shall serve as “tax matters partner” of the Company within the meaning of Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended.

20.    Indemnification.

(a)    To the fullest extent permitted by law, the Company shall indemnify, defend and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities, expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines and settlements (collectively, “Losses”) sustained or incurred by such Indemnitee as a result of any act, decision or omission concerning the business or activities of, or that otherwise is related to, the Company (including any Losses arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, that relate to or arise in connection with the operations or business of the Company or arise out of or are based upon in whole or in part such Indemnitee’s relationship to the Company, in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise), except to the extent such Losses are determined, by a court of competent jurisdiction in a final, non-appealable decision, to result from the gross negligence or willful misconduct of such Indemnitee. Reasonable expenses incurred by an Indemnitee who is a party to a proceeding shall be paid or reimbursed by the Company in advance of the final disposition of the proceeding upon receipt by the Company of an undertaking by or on behalf of the Indemnitee to repay such amount if it shall be determined that the Indemnitee is not entitled to be indemnified hereunder. The indemnification provided by this Section shall be in addition to any other rights to which an Indemnitee or any other person may be entitled under any agreement, as a matter of law or otherwise, and shall

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continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnitees are indemnified. An Indemnitee shall not be denied indemnification in whole or in part under this Section because the Indemnitee had an interest in the transaction with respect to which the indemnification applies.

(b)    The term “Indemnitee” shall mean (i) each Member and (ii) each affiliate, agent, advisor, officer, partner, employee, member, representative, director or shareholder of each person listed in clause (i).

(c)    The provisions of this Section 19 shall continue to afford protection to each Indemnitee regardless of whether such Indemnitee remains in the position or capacity pursuant to which such Indemnitee became entitled to indemnification under this Section 19 and regardless of any subsequent amendment to or restatement of this Agreement, and no amendment, restatement or termination of this Agreement shall reduce or restrict the extent to which these indemnification provisions apply to actions taken or omissions made prior to the date of such amendment, restatement or termination.

(d)    To the extent any Indemnitee has duties and liabilities, at law or in equity, relating to the Company or to any Member, any Indemnitee acting under this Agreement shall not be liable to the Company or any Member for its good faith reliance on the provisions of this Agreement.

21.    No Fiduciary Duties of Members.

(a)    No Member shall, to the maximum extent permitted by the Act and other applicable law, owe any duties (including fiduciary duties) as a Member to (i) any other Member (except for duties arising under contracts other than this Agreement between such Members) or (ii) the Company, in each case notwithstanding anything to the contrary existing at law, in equity or otherwise.

(b)    Except as otherwise expressly provided in this Agreement or any other contractual arrangements between the Company and one or more Members, any Member may engage in or possess any interest in another business or venture of any nature and description, independently or with others, whether or not such business or venture is competitive with the Company or any of its subsidiaries, and neither the Company nor any other Member shall have any rights in or to any such independent business or venture or the income or profits derived therefrom, and the doctrine of corporate opportunity or any analogous doctrine shall not apply to the Members and the members, shareholders, partners and affiliates thereof. The pursuit of any such business or venture shall not be deemed wrongful, improper or a breach of any duty hereunder, at law, in equity or otherwise. Any Member and the members, shareholders, partners and affiliates thereof shall be able to transact business or enter into agreements with the Company to the fullest extent permissible under the Act, subject to the terms and conditions of this Agreement.

(c)    Except as otherwise expressly provided in this Agreement or any other contractual arrangements between the Company and one or more Members, if a Member acquires knowledge, other than solely from or through the Company, of a potential transaction or matter

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that may be a business opportunity for both such Member and the Company or another Member, such Member shall have no duty to communicate or offer such business opportunity to the Company or any other Member and shall not be liable to the Company or the other Members for breach of any duty (including fiduciary duties) as a Member by reason of the fact that such Member pursues or acquires such business opportunity for itself, directs such opportunity to another person, or does not communicate information regarding such opportunity to the Company.

(d)    The provisions of this Agreement, to the extent that they restrict or eliminate the duties (including fiduciary duties) and liabilities of a Member otherwise existing at law or in equity, are agreed by the Members to replace such duties and liabilities of such Member.

22.    Waiver or Amendment. No waiver or amendment of any provision of this Agreement shall be valid or of any force or effect, unless made by an instrument in writing, signed by all of the Members, setting forth the exact nature of such waiver or amendment.

23.    Decisions by the Members. Except as otherwise provided by law or in this Agreement, whenever an action is to be taken by the Company or whenever this Agreement refers to an action to be taken by the Members, such action shall be taken with the agreement of a majority in interest of the Members.

24.    Counterparts. This Agreement may be executed or subscribed to in counterparts, all of which together shall constitute one agreement binding on all parties hereto notwithstanding that all of the parties have not signed the same counterpart.

[Remainder of page left blank intentionally]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the day and year first above written.

IMS Health Incorporated, as the sole Member
By:	/s/ Robin Nance
Name:	Robin Y. Nance
Title:	Assistant Secretary

Signature Page to Amended and Restated Limited Liability Company Agreement of ValueMedics Research, LLC

EX-3.63

Exhibit 3.63

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

ARTICLES OF ORGANIZATION

(General Laws, Chapter 156B)

ARTICLE I

The exact name of the corporation is:

VCG&A, Inc.

ARTICIE II

The purpose of the corporation is to engage in the following business activities:

To provide consulting services to businesses in the healthcare industry, and to engage in such other endeavors as the corporation may, from time to time, choose to undertake.

To purchase, receive, take by grant, lease or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with, real property, or any interest therein, wherever situated.

To purchase, hold, acquire, sell, pledge, transfer, mortgage and otherwise dispose of shares of the capital stock and bonds, or the evidence of indebtedness created by other corporations and, while the holder thereof, to exercise all the rights and privileges of ownership.

To borrow or lend money, and to make and issue notes, bonds, debentures, obligations and evidence of indebtedness of all kinds, whether secured by mortgage, pledge or otherwise, without limit as to amount, and to secure the same by mortgage, pledge or otherwise and generally to make and perform agreements and contracts of every kind and description.

To subscribe for, take, acquire, hold, sell, exchange and deal in shares, stocks, bonds, obligations and securities of any corporation, government, authority or company; to form, promote, subsidize and assist companies, syndicates or partnerships of all kinds and to finance and refinance the same; and to guaranty the obligations of other persons, firms or corporations.

To engage in business in Massachusetts and in all other parts of the United States and also in foreign countries and to do all and every thing necessary, suitable, convenient or proper for the accomplishment of any of the purposes herein set forth.

To carry on any business, operation or activity referred to in the foregoing paragraphs either alone or in conjunction with, or as a partnership, joint venture or other arrangement with, any corporation, association, trust, firm or individual.

In general, to do any thing permitted by all present and future laws of the Commonwealth of Massachusetts applicable to business corporations.

ARTICLE III

State the total number of shares and par value, if any, of each class of stock which the corporation is authorized to issue.

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES		PAR VALUE
Common:		Common:		275,000	$	0.01
Preferred:		Preferred:

ARTICLE IV

If more than one class of stock is authorized, state a distinguishing designation for each class. Prior to the issuance of any shares of a class, If shares of another class are outstanding, the corporation must provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of that class and of each other class of which shares are outstanding and of each series then established within any class.

N/A

ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are:

NONE

ARTICLE VI

** Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

(See Page 6A attached hereto.)

** If there are no provisions state “None”.

Note: The preceding six (6) articles are considered to be permanent and may ONLY be changed by filing appropriate Articles of Amendment.

PAGE 6A

VCG&A, Inc.

ARTICLES OF ORGANIZATION (Continued)

Article VI (Continued)

Other Lawful Provisions:

a. Meetings of the stockholders of the Corporation may be held anywhere in the United States.

b. The Directors of the Corporation may make, amend or repeal the By-Laws of the Corporation in whole or in part, except with respect to any provisions thereof which by law or by the By-Laws requires action by the stockholders.

c. The Corporation may be a partner in any business enterprise which the Corporation would have the power to conduct itself.

d. No Director shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director notwithstanding any provision of law imposing such liability; provided, however, that this provision shall not eliminate the liability of a Director to the extent that such liability is imposed by applicable law (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 61 or 62 or successor provisions of the Massachusetts Business Corporation Law or (iv) for any transaction from which the Director derived an improper personal benefit. This provision shall not eliminate the liability of a Director for any act or omission occurring prior to the date upon which this provision becomes effective. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any Director for or with respect to any acts or omissions of such Director occurring prior to such amendment or repeal.

PAGE 8A

VCG&A, Inc.

ARTICLES OF ORGANIZATION (Continued)

Article VIII (Continued)

(b) (Continued)

POSITION	NAME	RESIDENCE	POST OFFICE ADDRESS
Director	Timothy Donohue	24 Russett Hill Road	Same as residence.
		Sherborn, MA 01770

ARTICLE VII

The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing.

ARTICLE VIII

The information contained in Article VIII is not a permanent part of the Articles of Organization.

a. The street address (post office boxes are not acceptable) of the principal office of the corporation in Massachusetts is:

1 Tammer Lane, Hopkinton, MA 01748

b. The name, residential address and post office address of each director and officer of the corporation is as follows:

	NAME	RESIDENTIAL ADDRESS	POST OFFICE ADDRESS
President:	C. Bradley Fleahman	1 Tammer Lane	Same as residence.
		Hopkinton, MA 01748
Treasurer:	C. Bradley Fleahman	1 Tammer Lane	Same as residence.
		Hopkinton, MA 01748
Clerk:	Timothy Donohue	24 Russsett Hill Road	Same as residence.
		Sherborn, MA 01770
Directors:	C. Bradley Fleahman	1 Tammer Lane	Same as residence.
		Hopkinton, MA 01748
	Michael Schultz	5857 Canterfield Court	Same as residence.
		St. Charles, MO 063304

(Continued on Page 8A attached hereto.)

c. The fiscal year (i.e., tax year) of the corporation shall end on the last day of the month of:

December

d. The name and business address of the resident agent, if any, of the corporation is:

N/A

ARTICLE IX

By-laws of the corporation have been duly adopted and the president, treasurer, clerk and directors whose names are set forth above, have been duly elected.

IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose signature(s) appear below as incorporator(s) and whose name(s) and business or residential address(es) are clearly typed or printed beneath each signature do hereby associate with the intention of forming this corporation under the provisions of General Laws, Chapter l56B and do hereby sign these Articles of Organization as incorporator(s) this 7^th day of November, 2003.

/s/ Anne T. Leland

Anne T. Leland

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center, Boston, MA 02111

THE COMMONWEALTH OF MASSACHUSETTS

ARTICLES OF ORGANIZATION

(General Laws, Chapter 156B)

I hereby certify that, upon examination of these Articles of Organization, duly submitted to me, it appears that the provisions of the General Laws relative to the organization of corporations have been complied with, and I hereby approve said articles; and the filing fee in the amount of $275.00 having been paid, said articles are deemed to have been filed with me this 7th day of November 2003.

Effective date:                                     

/s/ WILLIAM FRANCIS GALVIN

WILLIAM FRANCIS GALVIN

Secretary of the Commonwealth

FILING FEE: One tenth of one percent of the total authorized capital stock, but not less than $275.00. For the purpose of filing, shares of stock with a par value less than $1.00, or no par stock, shall be deemed to have a par value of $1.00 per share.

TO BE FILLED IN BY CORPORATION

Contact information:

Anne T. Leland

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, MA 02111

Telephone: (617) 5426000

Email:                             

A copy this filing will be available on-line at www.state.ma.us/sec/cor once the document is filed.

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

(1) Exact name of corporation: VCG&A, Inc.                                                                                                                                             

(2) Registered office address: 24 Russett Hill Road, Sherborn, MA 017 70                                                                                               

(number, street, city or town, state, zip code)

(3) These articles of amendment affect article(s): III, IV, V                                                                                                                        

(specify the number(s) of article(s) being amended (I-VI))

(4) Date adopted: August 28, 2006                                                                                                                                                              

(month, day, year)

(5) Approved by:

(check appropriate box)

☐ the incorporators.

☐ the board of directors without shareholder approval and shareholder approval was not required.

☒ the board of directors and the shareholders in the manner required by law and the articles of organization.

(6) State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification or cancellation of issued shares.

Article III - See chart below

Article IV - See attached

Article V - See attached

To change the number of shares and the par value, * if any, of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

Total authorized prior to amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES		PAR VALUE
		common		275,000		.01

Total authorized after amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES		PAR VALUE
		Class A common		2,181,909		.01
		Class B common		1,074,671		.01

(7) The amendment shall he effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:                         

* G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.

VCG&A, Inc.

ARTICLES OF AMENDMENT

(Attachment)

ARTICLE IV

As of the effective date of this Amendment, all previously outstanding and issued common stock shall be reclassified as Class A Voting Common Stock as defined herein.

The aggregate number, class and par value, if any, of shares which the corporation shall have the authority to issue shall be:

Number	Class	Par Value
2,181,909	Class A Voting Common Stock	$	0.01
1,074,671	Class B Non-Voting Common Stock	$	0.01

The holders of Class A Voting Common Stock shall have the exclusive right to vote on all matters requiring the vote of the shareholders pursuant to state law and the Corporate Bylaws. The holders of Class B Non-Voting Common Stock shall have no voting rights.

The preferences, qualifications, limitations, restrictions, and the special or relative rights, including convertible rights, if any, in respect to the share of each class are as follows.

The holders of Class A Voting Common Stock and Class B Non-Voting Stock of the Corporations shall be granted the following rights with regard to stock issued to them by the Corporation which shall not be impaired.

Each Shareholder of Class A Voting Common Stock of the Corporation shall have the first right (subject to reasonable adjustment to avoid the issuance of fractional shares) to purchase shares of Class A voting stock of the Corporation that may hereafter from time to time be issued (whether or not presently authorized), including treasury shares of the Corporation, in the ratio that the number of shares of Class A Voting stock that such holder holds at the time of the issuance (or sale if treasury shares) bears to the total number of shares of Class A Voting stock outstanding. This right shall be deemed waived by any holder of Class A Voting stock who does not exercise it and pay for the stock preempted within thirty (30) days after receipt of a notice, in writing, from the Corporation inviting such holder to exercise this right.

1

No Shareholder of any stock of this Corporation, except as granted by the Board of Directors of the Corporation, shall be entitled, as a matter of right, to purchase subscribe for, or otherwise acquire any new or additional shares of stock of the Corporation of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares. Subject to the foregoing, the Board of Directors of the Corporation shall have the power to grant, limit or deny from time to time the preemptive right of Common Shareholders to acquire additional shares of Common Stock of the Corporation.

Except as provided in the foregoing provisions, Class B Non-Voting Common Stock shall be in all respects identical and have equal rights and privileges as Class A Voting Common Stock.

2

VCG&A, Inc.

ARTICLES OF AMENDMENT

(Attachment)

ARTICLE V

All stock issued by the Corporation shall be subject to the following restrictions, limitations and qualifications:

None of the Shareholders of the Corporation shall sell, assign, transfer, trade, give, alienate, mortgage, hypothecate, or in any way encumber or dispose of any of the shares of stock of the Corporation which any such Shareholder may from time to time own without the prior written consent of the Board of Directors. Provided however, any Shareholder may transfer all or part of the shares owned by him or her to a trust for estate planning purposes, but any shares transferred to the heirs or beneficiaries of any deceased Shareholder shall be subject to the terms of theses Articles. Any certificate issued to represent shares so transferred shall be clearly marked on said certificate with a legend stating that the shares of stock of the Corporation represented by such certificate are subject to the terms and conditions hereof. Any transferee, assignee, pledgee, mortgagee, secured party or other encumbrance holders who shall acquire any interest in any shares of stock, subject to these Articles, shall hold said stock subject to the terms and conditions of these Articles and shall be bound by the terms and conditions herein set out. In the event that any shares of the stock of the Corporation shall be sold or encumbered without written consent of the Board of Directors of Corporation, the Corporation shall immediately have a right to repurchase said shares for the par value of said transferred stock.

All owners of Class A Voting Stock shall be required to execute a Stock Restriction Agreement, as approved by the Board of Directors of Corporation, which said Agreement may set forth further restrictions, limitations and qualifications.

3

Signed by:	/s/ C. Bradley Fleahman	C. Bradley Fleahman
	(signature if authorized individual)

☐ Chairman of the board of directors,

☒ President,

☐ Other officer,

☐ Court-appointed fiduclary,

on this 8^th day of September, 2006.

COMMONWEALTH OF MASSACHUSETTS

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

I hereby certify that upon examination of these articles of amendment, it appears that the provisions of the General Laws relative hereto have been complied with, and the filing fee in the amount of $318.58 having been paid, said articles are deemed to have been field with me this 11^th day of December, 2006, at time 1:18 a.m./p.m.

Effective date:                                                                                                                                                

(must be, within 90 days of date submitted)

/s/ WlLLIAM FRANCIS GALVIN

WlLLIAM FRANCIS GALVIN

Secretary of the Commonwealth

Filing fee: Minimum filing fee $100 per article amended, stock increases $100 per 100,000 shares, plus $100 for each additional 100,000 shares or any fraction thereof.

TO BE FILLED IN BY CORPORATION

Contact Information:

Brent L. Martin

220 Salt Lick Rd.

St. Peters, MO 63376

Telephone: 636-397-2600

Email: brent@farrellandmartin. com

Upon filing, a copy of this filing will be available at www.sec.state.ma.us/cor. If the ducument is rejected, a copy of the rejection sheet and rejected document will be available in the rejected queue.

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Articles of Amendment

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

(1) Exact name of corporation: VCG&A, Inc.                                                                                                                                               

(2) Registered office address: 155 Federal Street, Suite 700, Boston, MA 02110                                                                                        

(number, street, city or town, state, zip code)

(3) These articles of amendment affect article(s): V                                                                                                                                       

(specify the number(s) of article(s) being amended (I-VI))

(4) Date adopted: September 27, 2016                                                                                                                                                          

(month, day, year)

(5) Approved by:

(check appropriate box)

☐ the incorporators.

☐ the board of directors without shareholder approval and shareholder approval was not required.

☒ the board of directors and the shareholders in the manner required by law and the articles of organization.

(6) State the article number and the text of the amendment, Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification or cancellation of issued shares.

Article V shall be deleted in its entirety and replaced with the following:

ARTICLE V

The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are:

NONE

To change the number of shares and the par value, * if any, of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

Total authorized prior to amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

Total authorized after amendment:

WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES	PAR VALUE

(7) The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:                                         

* G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.

Signed by:
	(signature of authorized individual)

☐ Chairman of the board of directors,

☐ President,

☒ Other officer,

☐ Court-appointed fiduciary,

on this 27th day of September, 2016.

EX-3.64

Exhibit 3.64

VCG&A, INC.

BY-LAWS

ARTICLE I - STOCKHOLDERS

1. Place of Meetings. All meetings of the stockholders shall be held either at the principal office of the Corporation or at such other place within the United States as is determined by the Board of Directors and stated in the notice of the meeting.

2. Annual Meetings. The annual meeting of the stockholders entitled to vote shall be held at ten o’clock in the forenoon (or at such other time as is determined by the Board of Directors and stated in the notice) on a date to be determined by the Board of Directors within six months after the end of each fiscal year, on any day that is not a Saturday, Sunday or legal holiday, and if a Saturday, Sunday or legal holiday, then on the next succeeding day that is not a Saturday, Sunday or legal holiday, at such location as is determined by the Board of Directors and stated in the notice. The purposes for which an annual meeting is to be held, in addition to those prescribed by law, by the Articles of Organization and by these By-Laws, may be specified by the Board of Directors. If no annual meeting is held on the date fixed, or by adjournment therefrom, a special meeting of the stockholders may be held in lieu thereof, and any action taken at such special meeting shall have the same force and effect as if taken at the annual meeting.

3. Special Meetings. Subject to the rights of the holders of any class or series of preferred stock of the Corporation, special meetings of the stockholders entitled to vote may be called by the Board of Directors, and shall be called by the Clerk, or in case of the death, absence, incapacity or refusal of the Clerk, by any other officer, upon written application of one or more stockholders who are entitled to vote and who hold at least one-tenth part in interest of the capital stock entitled to vote at the meeting.

4. Notice of Meetings. Notice of all meetings of stockholders, stating the place, date and hour thereof, and the purposes for which the meeting is called, shall be given to each stockholder entitled to vote thereat by the Clerk or Assistant Clerk or other person calling the meeting. Notice must be given in writing and such writing shall be sufficient if given personally or by postage-prepaid mailing, or by any other means permitted by law. Notice must be given at least seven (7) days before the meeting, to each stockholder entitled to vote thereat and to each stockholder who, by law, the Articles of Organization or these By-Laws, is entitled to such notice, such notice addressed to his usual place of business or residence as it appears upon the books of the Corporation. Notice shall be deemed given when it is received, if hand delivered, or when dispatched, if delivered through the mails or by courier, telegraph, telex, telecopy or cable. No notice of a meeting of the stockholders need be given to any stockholder if such stockholder, by a writing (including, without limitation, by telegraph, telex, telecopy or cable) filed with the records of the meeting (and whether executed before or after such meeting) waives such notice, or if such stockholder attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Every stockholder who is present at a meeting (whether in person or by proxy) shall be deemed to have waived notice thereof.

5. Quorum. At any meeting of stockholders, the holders of a majority in interest of all stock issued, outstanding and entitled to vote at a meeting shall constitute a quorum, except that, if two or more classes of stock are outstanding and entitled to vote as separate classes, then in the case of each such class, a quorum shall consist of the holders of a majority in interest of the stock of that class issued, outstanding and entitled to vote.

6. Adjournments. Any meeting of the stockholders may be adjourned to any other time and to any other place by the stockholders present or represented at the meeting, although less than a quorum, or by any officer entitled to preside or to act as clerk of such meeting if no stockholder is present in person or by proxy. It shall not be necessary to notify any stockholder of any adjournment. Any business which could have been transacted at any meeting of the stockholders as originally called may be transacted at any adjournment thereof.

7. Votes and Proxies. At all meetings of the stockholders, each stockholder shall have one vote for each share of stock having voting power registered in such stockholder’s name, and a proportionate vote for any fractional shares, unless otherwise provided or required by the Massachusetts Business Corporation Law, the Articles of Organization or these By-Laws. Scrip shall not carry any right to vote unless otherwise provided therein, but if scrip provides for the right to vote, such voting shall be on the same basis as fractional shares. Stockholders may vote either in person or by written proxy. No proxy which is dated more than six months before the meeting at which it is to be used shall be accepted, and no proxy shall be valid after the final adjournment of such meeting. Proxies need not be sealed or attested. Notwithstanding the foregoing, a proxy coupled with an interest sufficient in law to support an irrevocable power, including, without limitation, an interest in the stock or in the Corporation generally, may be made irrevocable if it so provides, need not specify the meeting to which it relates, and shall be valid and enforceable until the interest terminates, or for such shorter period as may be specified in the proxy. A proxy with respect to stock held in the name of two or more persons shall be valid if executed by one of them unless at or prior to exercise of the proxy the Corporation receives a specific written notice to the contrary from any one of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise.

8. Conduct of Business. The Chairman of the Board of Directors or his designee, or, if there is no Chairman of the Board or such designee, then a person appointed by a majority of the Board of Directors, shall preside at any meeting of stockholders. The chairman of any meeting of stockholders shall determine the order of business and the procedures at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order.

9. Action at a Meeting. When a quorum is present, the holders of a majority of the stock present or represented and entitled to vote and voting on a matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and entitled to vote and voting on a matter), except where a larger vote is required by law, the Articles of Organization or these By-Laws, shall decide any matter to be voted on by the stockholders. Any election by stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election. No ballot shall be required for such election unless requested by a stockholder present or represented at the meeting and entitled to vote in the election. The Corporation shall not directly or indirectly vote any share of its stock. Nothing in this section shall be construed to limit the right of the Corporation to vote any shares of stock held directly or indirectly by it in a fiduciary capacity.

10. Action Without a Meeting. Any action required or permitted to be taken at any meeting of the stockholders may be taken without a meeting if all stockholders entitled to vote on the matter consent to the action in writing and the written consents are filed with the records of the meetings of stockholders. Such consents shall be treated for all purposes as a vote at a meeting.

- 2 -

ARTICLE II - BOARD OF DIRECTORS

1. Powers. The Board of Directors may exercise all the powers of the Corporation except such as are required by law or by the Articles of Organization or these By-Laws to be otherwise exercised, and the business and affairs of the Corporation shall be managed under the direction of the Board of Directors. Without limiting the generality of the foregoing, the Board of Directors shall have power, unless otherwise provided by law, to purchase and to lease, pledge, mortgage and sell such property (including the stock of the Corporation) and to make such contracts and agreements as they deem advantageous, to fix the price to be paid for or in connection with any property or rights purchased, sold, or otherwise dealt with by the Corporation, to borrow money, issue bonds, notes and other obligations of the Corporation, and to secure payment thereof by the mortgage or pledge of all or any part of the property of the Corporation. The Board of Directors may determine the compensation of Directors. The Board of Directors or such officer or committee as the Board of Directors shall designate, may determine the compensation and duties, in addition to those prescribed by these By-Laws, of all officers, agents and employees of the Corporation.

2. Number. The corporation shall have a Board of Directors consisting of such number (but not less than the minimum number required by the Massachusetts Business Corporation Law or the Articles of Organization) as may be fixed by the stockholders. At each annual meeting, the stockholders shall fix the number of Directors to be elected, and shall elect the Directors. At any meeting, the stockholders may increase or decrease the number of Directors within the limits above specified. No Director need be a stockholder. The Chairman of the Board, if any, shall be elected by and from the Board of Directors.

3. Tenure. Except as otherwise provided by law, by the Articles of Organization, or by these By-Laws, each Director, including the Chairman of the Board, if any, shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified or until he sooner dies, resigns, is removed or becomes disqualified. Any Director may resign by giving written notice of his resignation to the Chairman of the Board, if any, the President, the Clerk or the Secretary, if any, or to the Board of Directors at a meeting of the Board, and such resignation shall become effective at the time specified therein.

4. Removal. Subject to the rights of the holders of any class or series of stock which may be then outstanding, any Director, or the entire Board of Directors, may be removed from office at any time with or without cause by the affirmative vote of the holders of at least a majority of the voting power of all of the shares of the Corporation entitled to vote generally in the election of Directors. A Director may be removed for cause only after a reasonable notice and opportunity to be heard before the body proposing to remove him.

5. Vacancies. Subject to the Articles of Organization, any vacancy in the office of Director may be filled by a majority vote of the Directors then in office even though less than a quorum, or by a sole remaining Director. Subject to the Articles of Organization, newly created directorships resulting from an increase in the authorized number of Directors may be filled by a majority vote of the Board of Directors then in office even though less than quorum, or by a sole remaining Director.

- 3 -

6. Meetings. Meetings of the Directors need not be held in the Commonwealth.

(a) Regular Meetings. Regular meetings of the Board of Directors may be held without call or notice at such places and at such times as may be fixed by the Board of Directors from time to time, provided that any Director who is absent when such determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without call or notice at the same place as the annual meeting of stockholders, or the special meeting held in lieu thereof, immediately following such meeting of stockholders.

(b) Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, the President, the Treasurer, the Clerk, or one or more Directors. Notice of the time and place of all special meetings shall be given by the Clerk or Assistant Clerk or the Secretary or the officer or Directors calling the meeting. Notice must be given orally, by telephone, or by telegraph, telex, telecopy or cable or in writing, and such notice shall be sufficient if given in time to enable the Director to attend, or in any case if sent by mail, by courier or telegraph, telex, telecopy or cable at least three days before the meeting, addressed to a Director’s usual or last known place of business or residence. No notice of any meeting of the Board of Directors need be given to any Director if such Director, by a writing (including, without limitation, by telegraph, telex, telecopy or cable) filed with the records of the meeting (and whether executed before or after such meeting), waives such notice, or if such Director attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. A notice or waiver of notice need not specify the purpose of any special meeting.

7. Quorum of Directors. At any meeting of the Board of Directors, a majority of the number of Directors then constituting a full Board of Directors then serving shall constitute a quorum, but a lesser number may adjourn any meeting from time to time without further notice. In the event of a vacancy in the Board of Directors, the remaining Directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.

8. Action at a Meeting. Unless otherwise provided by law, the Articles of Organization or these By-Laws, action on any matter brought before any meeting at which there is a quorum may be taken by vote of a majority of the Directors then present at the meeting, unless a different vote is required by law, the Articles of Organization or these By-Laws.

9. Action Without a Meeting. Unless otherwise provided by law, the Articles of Organization or these By-Laws, any action required or permitted to be taken at any meeting of the Directors may be taken without a meeting if all the Directors then in office consent to the action in writing and the written consents are filed with the records of the meetings of Directors. Such consents shall be treated for all purposes as a vote at a meeting.

10. Committees of Directors. The Board of Directors may, by vote of a majority of the number of Directors then constituting a full Board, elect from its membership an Executive Committee (to be chaired by the Chairman of the Board, if any,) and such other committees as it may determine, comprised of such number of its members as it may from time to time determine (but in any event not less than two), and delegate to any such committee or committees some or all of its powers, except those which by law, the Articles of Organization or these By-Laws it is prohibited from delegating. Except as the Directors may otherwise determine, any such committee may make rules for the conduct of its business, but, unless otherwise provided by the Directors or in such rules, its business shall be conducted as nearly as may be in the manner as is provided by these By-Laws for the Directors.

11. Telephone Conference Meetings. The Board of Directors or any committee thereof may participate in a meeting of such Board of Directors or committee thereof by means of a conference telephone call (or similar communications equipment) by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

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ARTICLE III - OFFICERS

1. Enumeration. The officers of the Corporation shall be the President, the Treasurer, the Clerk and such other officers as the Board of Directors may determine, including, but not limited to, a Chairman of the Board of Directors, one or more Vice-Presidents, one or more Assistant Treasurers, one or more Assistant Clerks, and a Secretary.

2. Election. The Chairman of the Board, if any, the President, the Treasurer and the Clerk shall be elected annually by the Directors at their first meeting following the annual meeting of the stockholders or special meeting in lieu thereof. The Board of Directors or the Chairman of the Board, if any, may, from time to time, elect or appoint such other officers as it or he may determine, including, but not limited to, one or more Vice-Presidents, one or more Assistant Treasurers, one or more Assistant Clerks, and a Secretary.

3. Qualification. No officer need be a stockholder. The Chairman of the Board, if any, and any Vice Chairman appointed to act in the absence of the Chairman, if any, shall be elected by and from the Board of Directors, but no other officer need be a Director. Two or more offices may be held by any one person. If required by vote of the Board of Directors, an officer shall give bond to the Corporation for the faithful performance of his duties, in such form and amount and with such sureties as the Board of Directors may determine. The premiums for such bonds shall be paid by the Corporation.

4. Tenure. Each officer elected or appointed by the Board of Directors shall hold office until the first meeting of the Board of Directors following the next annual meeting of the stockholders or special meeting in lieu thereof and until his successor is elected or appointed and qualified, or until he dies, resigns, is removed or becomes disqualified, unless a shorter term is specified in the vote electing or appointing said officer. Each officer appointed by the Chairman of the Board, if any, shall hold office until his successor is elected or appointed and qualified, or until he dies, resigns, is removed or becomes disqualified, unless a shorter term is specified by any agreement or other instrument appointing said officer. Any officer may resign by giving written notice of his resignation to the Chairman of the Board, if any, the President, the Clerk or the Secretary, if any, or to the Board of Directors at a meeting of the Board, and such resignation shall become effective at the time specified therein.

5. Removal. Any officer elected or appointed by the Board of Directors or Chairman of the Board, if any, may be removed from office with or without cause by vote of a majority of the Directors then in office. An officer may be removed for cause only after a reasonable notice and opportunity to be heard before the body or person proposing to remove him.

6. Chairman of the Board. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors and stockholders at which he is present and shall have such authority and perform such duties as may be prescribed by these By-Laws or from time to time determined by the Board of Directors.

7. President. The President shall, subject to the control and direction of the Board of Directors, have and perform such powers and duties as may be prescribed by these By-Laws or from time to time be determined by the Board of Directors.

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8. Vice Presidents. The Vice Presidents, if any, in the order of their election, or in such other order as the Board of Directors may determine, shall have and perform the powers and duties of the President (or such of the powers and duties as the Board of Directors may determine) whenever the President is absent or unable to act. The Vice Presidents, if any, shall also have such other powers and duties as may from time to time be determined by the Board of Directors.

9. Treasurer and Assistant Treasurers. The Treasurer shall, subject to the control and direction of the Board of Directors, have and perform such powers and duties as may be prescribed in these By-Laws or be determined from time to time by the Board of Directors. All property of the Corporation in the custody of the Treasurer shall be subject at all times to the inspection and control of the Board of Directors. Unless otherwise voted by the Board of Directors, each Assistant Treasurer, if any, shall have and perform the powers and duties of the Treasurer whenever the Treasurer is absent or unable to act, and may at any time exercise such of the powers of the Treasurer, and such other powers and duties, as may from time to time be determined by the Board of Directors.

10. Clerk and Assistant Clerks. The Clerk shall be a resident of Massachusetts unless the Corporation has a resident agent appointed for the purpose of service of process. He shall have and perform the powers and duties prescribed in these By-Laws and such other powers and duties as may from time to time be determined by the Board of Directors. He shall attend all meetings of the stockholders and shall record upon the record book of the Corporation all votes of the stockholders and minutes of the proceedings at such meetings. He shall have custody of the record books of the Corporation. Assistant Clerks, if any, shall have such powers as the Board of Directors may from time to time designate. In the absence of the Clerk from any meeting of stockholders, an Assistant Clerk, if one be elected, otherwise a Temporary Clerk designated by the person presiding at the meeting, shall perform the duties of the Clerk.

11. Secretary and Assistant Secretaries. The Board of Directors may appoint a Secretary and, in his absence, an Assistant Secretary, but if no Secretary or Assistant Secretary is elected, the Clerk (or, in the absence of the Clerk, any Assistant Clerk) shall act as the Secretary. The Secretary or, in his absence, any Assistant Secretary, shall attend all meetings of the Directors and shall record all votes of the Board of Directors and minutes of the proceedings at such meetings. The Secretary or, in his absence, any Assistant Secretary (or the Clerk), shall notify the Directors of their meetings, and shall have and perform such other powers and duties as may from time to time be determined by the Board of Directors. If a Secretary or an Assistant Secretary is elected but is absent from any such meeting, the Clerk (or any Assistant Clerk) may perform the duties of the Secretary; otherwise, a Temporary Secretary may be appointed by the meeting.

ARTICLE IV - CAPITAL STOCK

1. Certificates of Stock. Each stockholder shall be entitled to a certificate or certificates representing in the aggregate the shares of the capital stock of the Corporation owned by him, except that the Board of Directors may provide by resolution that some or all of any or all classes and series of shares of the Corporation shall be uncertificated shares, to the extent permitted by law. All certificates for shares of stock of the Corporation shall state the number and class of shares evidenced thereby (and designate the series, if any), shall be signed by either the President or a Vice President and either the Treasurer or an Assistant Treasurer, and may (but need not) bear the seal of the Corporation and shall contain such further statements as shall be required by law. The Board of Directors may determine the form of certificates of stock except insofar as prescribed by law or by these By-Laws, and may provide for the use of facsimile signatures thereon to the extent permitted by law. In case any

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officer who has signed or whose facsimile signature has been placed on such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the time of its issue. Every certificate for shares which are subject to any restrictions on transfer pursuant to the Articles of Organization, these By-Laws or any agreement to which the Corporation is a party, shall have the restrictions noted conspicuously on the certificate and shall also set forth upon the face or back thereof either the full text of the restrictions or a statement of the existence of such restrictions and a statement that the Corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge. Every stock certificate issued while the Corporation is authorized to issue more than one class or series of stock, shall set forth on the face or back thereof either the full text of the preferences, voting powers, qualifications and special and relative rights of the shares of each class and series, if any, authorized to be issued as set forth in the Articles of Organization, or a statement of the existence of such preferences, powers, qualifications and rights, and a statement that the Corporation will furnish a copy thereof to the holder of such certificate upon written request and without charge.

2. Transfers of Stock. The transfer of all shares of stock of the Corporation, so as to affect the rights of the Corporation, shall be effected only by transfer recorded on the books of the Corporation, in person or by duly authorized attorney, and upon the surrender of the certificate properly endorsed or assigned. The transfer of all shares of stock of the Corporation shall be subject to the restrictions, if any, imposed by the Articles of Organization, these By-Laws or any agreement to which the Corporation is a party.

3. Holders of Record. The person registered on the books of the Corporation as the owner of the shares shall have the exclusive right to receive dividends thereon and to vote thereon as such owner, shall be held liable for such calls and assessments as may lawfully be made thereon, and except only as may be required by law, may in all respects be treated by the Corporation as the exclusive owner thereof. It shall be the duty of each stockholder to notify the Corporation of his post office address. The Corporation shall not be bound to recognize any equitable or other claim to or interest in shares of stock of the Corporation on the part of any other person except as may be otherwise expressly provided by law.

4. Lost or Destroyed Certificates. The Directors of the Corporation may, subject to Section 29 of the Massachusetts Business Corporation Law, as amended from time to time, or any successor statute, determine the conditions upon which a new certificate of stock may be issued in place of any certificate alleged to have been lost, destroyed or mutilated.

5. Record Date. The Board of Directors may fix in advance a date not more than sixty days preceding the date of any meeting of stockholders or the date for the payment of any dividend or the making of any distribution to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof, or the right to receive such dividend or distribution, or the right to give such consent or dissent. In such case, only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the Corporation after the record date. Without fixing such record date the Board of Directors may, for any such purposes, close the transfer books for all or any part of such sixty-day period. If no record date is fixed and the transfer books are not closed, the record date for determining stockholders having the right to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors acts with respect thereto.

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6. Issue of Stock. Subject to the Articles of Organization, the whole or any part of any unissued balance of the authorized capital stock of the Corporation or the whole or any part of any capital stock of the Corporation held in its treasury may be issued or disposed of by vote of the Board of Directors in such manner, for such consideration and on such terms as the Board of Directors may determine.

ARTICLE V - MISCELLANEOUS PROVISIONS

1. Fiscal Year. Except as otherwise determined by the Board of Directors from time to time, the fiscal year of the Corporation shall end on the last day of December of each year.

2. Seal. The Board of Directors shall have the power to adopt and alter the seal of the Corporation.

3. Execution of Instruments. All deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations authorized to be executed by an officer of the Corporation in its behalf shall be signed by such person or persons as may be authorized from time to time by vote of the Board of Directors.

4. Voting of Securities. Except as the Board of Directors may otherwise designate, the President or Treasurer may waive notice of and act on behalf of the Corporation, or appoint any person or persons to act as proxy or attorney in fact for the Corporation (with or without discretionary power and/or power of substitution) at any meeting of stockholders of any other corporation or organization any of the securities of which may be held by the Corporation.

5. Dividends. Unless otherwise required by the Massachusetts Business Corporation Law or the Articles of Organization, the Board of Directors may declare and pay dividends upon the shares of capital stock of the Corporation, which dividends may be paid either in cash, securities of the Corporation or other property.

6. Indemnification of Officers and Directors.

(a) Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, agent, partner or trustee of another corporation, including, without limitation, any corporation or other entity of which a majority of any class of equity security is owned directly or indirectly, by the Corporation (a “Subsidiary”) or any Affiliate of the Corporation as such term is defined in Rule 12b-2 of the General Rules and Regulations under the 1934 Act or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent, partner or trustee or in any other capacity while serving as a director, officer, employee, agent, partner or trustee shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Massachusetts Business Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the

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Corporation to provide prior to such amendment), against all expense, liability and loss (including, without limitation, attorneys fees, judgments, fines, ERISA excise taxes or penalties, costs of investigation and preparation of defense and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section (c) hereof with respect to proceedings to enforce rights of indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.

(b) Advance of Expenses. The right to indemnification conferred in Section (a) of this Section 6 shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that an advancement of expenses incurred by an indemnitee shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section 6 or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections (a) and (b) of this Section 6 shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.

(c) Right of Indemnitee to Bring Suit. If a claim under Section (a) or (b) of this Section 6 is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be thirty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If the indemnitee is successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Massachusetts Business Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Massachusetts Business Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section 6 or otherwise shall be on the Corporation.

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(d) Rights Not Exclusive. The rights to indemnification and to the advancement of expenses conferred in this Section 6 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Articles of Organization, these By-Laws, or any agreement, vote of stockholders or disinterested directors or otherwise.

(e) Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise, including, without limitation, any Subsidiary or Affiliate or any employee benefit plan, against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Massachusetts Business Corporation Law. The Corporation’s obligation to provide indemnification under this Section 6 shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the Corporation or any other person.

(f) Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation or any Subsidiary or Affiliate to the fullest extent of the provisions of this Section 6 with respect to the indemnification of and advancement of expenses to directors and officers of the Corporation.

(g) Agreements. The Corporation may, to the extent authorized from time to time by the Board of Directors, enter into agreements with any director, officer, employee or agent of the Corporation or any Subsidiary or Affiliate to the fullest extent of the provisions of this Section 6 with respect to the indemnification of and advancement of expenses to such person.

(h) Amendment. Without the consent of a person entitled to the indemnification and other rights provided in this Section 6 (unless otherwise required by the Massachusetts Business Corporation Law), no amendment modifying or terminating such rights shall adversely affect such person’s rights under this Section 6 with respect to the period prior to such amendment.

(i) Savings Clause. If this Section 6 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each indemnitee as to any liabilities and expenses with respect to any proceeding to the fullest extent permitted by any applicable portion of this Section 6 that shall not have been invalidated and to the fullest extent permitted by applicable law.

7. Corporate Records. The original, or attested copies, of the Articles of Organization, By-Laws and records of all meetings of the incorporators and stockholders, and the stock and transfer records, which shall contain the names of all stockholders and the record address and the amount of stock held by each, shall be kept in the Commonwealth at the principal office of the Corporation, or at an office of its transfer agent, Clerk or resident agent, and shall be open at all reasonable times to the inspection of any stockholder for any proper purpose, but not to secure a list of stockholders or other information for the purpose of selling said list or information or copies thereof or of using the same for a purpose other than in the interest of the applicant, as a stockholder, relative to the affairs of the Corporation.

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8. Contributions. The Board of Directors shall have authority to make donations from the funds of the Corporation, in such amounts as the Board of Directors may determine to be reasonable and irrespective of corporate benefit, for the public welfare or for community fund, hospital, charitable, religious, educational, scientific, civic or similar purposes, and in time of war or other natural emergency in aid thereof.

9. Evidence of Authority. A certificate by the Clerk, an Assistant Clerk, the Secretary or an Assistant Secretary, or a Temporary Clerk or Temporary Secretary, as to any action taken by the stockholders, Board of Directors, any committee of the Board of Directors or any officer or representative of the Corporation shall, as to all persons who rely thereon in good faith, be conclusive evidence of such action.

10. Ratification. Any action taken on behalf of the Corporation by the Directors or any officer or representative of the Corporation which requires authorization by the stockholders or the Directors of the Corporation shall be deemed to have been authorized if subsequently ratified by the stockholders entitled to vote or by the Directors, as the case may be, at a meeting held in accordance with these By-Laws.

11. Reliance upon Books, Records and Reports. Each Director or officer of the Corporation shall be entitled to rely on information, opinions, reports or records, including financial statements, books of account and other financial records, in each case presented by or prepared by or under the supervision of (1) one or more officers or employees of the Corporation whom the Director or officer reasonably believes to be reliable and competent in the matters presented, or (2) counsel, public accountants or other persons as to matters which the Director or officer reasonably believes to be within such person’s professional or expert competence, or (3) in the case of a Director, a duly constituted committee of the Board of Directors upon which he does not serve, as to matters within its delegated authority, which committee the Director reasonably believes to merit confidence, but he shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance to be unwarranted. The fact that a Director or officer so performed his duties shall be a complete defense to any claim asserted against him, except as expressly provided by statute, by reason of his being or having been a Director or officer of the Corporation.

12. Articles of Organization. All references in the By-Laws to the Articles of Organization shall be deemed to refer to the Articles of Organization of the Corporation, as amended and in effect from time to time.

13. Interpretation. The Board of Directors shall have the power to interpret all of the terms and provisions of these By-Laws and the Articles of Organization, which interpretation shall be conclusive.

14. Gender. Whenever the masculine gender is used in these By-Laws, it shall include the feminine and the neuter wherever appropriate.

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ARTICLE VI - AMENDMENTS

The power to make, amend or repeal these By-Laws shall be in the stockholders. In addition, as authorized by the Articles of Organization, these By-Laws may also be made, amended or repealed, in whole or in part, by the vote of a majority of Directors of the Corporation, except with respect to any provision thereof which by law, the Articles of Organization or these By-Laws requires action by the stockholders. If required by Massachusetts General Laws, Chapter 156B, not later than the time of giving notice of the meeting of stockholders next following the making, amending or repealing by the Directors of any By-Law, notice thereof stating the substance of such change shall be given to all stockholders entitled to vote on amending the By-Laws.

Any By-Law adopted by the Directors may be amended or repealed by the stockholders.

A true copy.

ATTEST:

Clerk

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EX-3.65

Exhibit 3.65

CERTIFICATE OF INCORPORATION

OF

VCG-BIO, INC.

FIRST: The name of the Corporation is: VCG-BIO, INC.

SECOND: The address of the Corporation’s registered office in the State of Delaware is 1220 N. Market Street, Suite 850, Wilmington, Delaware 19801 in the County of New Castle. The name of its registered agent at such address is Delaware Corporate Services Inc.

THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 275,000 shares, consisting of (i) 175,000 shares of Class A Voting Common Stock, $.01 par value per share (“Class A Voting Common Stock”), and (ii) 100,000 shares of Class B Non-Voting Common Stock, $.01 par value per share (“Class B Non-Voting Common Stock”). The respective preferences, qualifications and special or relative rights or privileges of or applicable to the shares of Class A Voting Common Stock and Class B Non-Voting Common Stock shall be the same in all respects except that the holders of Class B Non-Voting Common Stock shall not be entitled to vote on any matter set before the stockholders of the Corporation.

FIFTH: The name and mailing address of the sole incorporator are as follows:

NAME	MAILING ADDRESS
Timothy F. Donohue	137 Hill Street P.O. Box 6530 Holliston, MA 01746-2346

SIXTH: In furtherance of and not in limitation of powers conferred by statute, it is further provided:

1.    The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

2.    Election of directors need not be by written ballot.

3.    The Board of Directors is expressly authorized to adopt, amend, alter or repeal the By-Laws of the Corporation.

SEVENTH: Except to the extent that the General Corporation Law of Delaware prohibits the elimination or limitation of liability of directors for breaches of fiduciary duty, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, notwithstanding any provision of law imposing such liability. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

EIGHTH: The Corporation shall provide indemnification as follows:

1.    Actions, Suits and Proceedings Other than by or in the Right of the Corporation. The Corporation shall indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

2.    Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this Section 2 of Article EIGHTH in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless, and only to the extent, that the Court of

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Chancery of Delaware shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware shall deem proper.

3.    Indemnification for Expenses of Successful Party. Notwithstanding any other provisions of this Article, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article EIGHTH, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, Indemnitee shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by or on behalf of Indemnitee in connection therewith.

4.    Notification and Defense of Claim. As a condition precedent to an Indemnitee’s right to be indemnified, such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume such defense, the Corporation shall not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with such action, suit, proceeding or investigation, other than as provided below in this Section 4. Indemnitee shall have the right to employ his or her own counsel in connection with such action, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and Indemnitee in the conduct of the defense of such action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify Indemnitee under this Article EIGHTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

5.    Advance of Expenses. Subject to the provisions of Section 6 of this Article EIGHTH, in the event of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article, any expenses (including attorneys’ fees) incurred by or on behalf of an Indemnitee in defending an action, suit, proceeding or investigation or any appeal

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therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however that the payment of such expenses incurred by or on behalf of Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article; and further provided that no such advancement of expenses shall be made under this Article EIGHTH if it is determined (in the manner described in Section 6 of this Article EIGHTH) that (i) Indemnitee did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe his or her conduct was unlawful. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment.

6.    Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article EIGHTH, an Indemnitee shall submit to the Corporation a written request. Any such advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of Indemnitee, unless (i) the Corporation has assumed the defense pursuant to Section 4 of this Article EIGHTH (and none of the circumstances described in Section 4 of this Article EIGHTH that would nonetheless entitle the Indemnitee to indemnification for the fees and expenses of separate counsel have occurred) or (ii) the Corporation determines within such 60- day period that Indemnitee did not meet the applicable standard of conduct set forth in Section 1, 2 or 5 of this Article EIGHTH, as the case may be. Any such indemnification, unless ordered by a court, shall be made with respect to requests under Section 1 or 2 only as authorized in the specific case upon a determination by the Corporation that the indemnification of Indemnitee is proper because Indemnitee has met the applicable standard of conduct set forth in Section 1 or 2, as the case may be. Such determination shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation.

7.    Remedies. The right to indemnification or advancement of expenses as granted by this Article shall be enforceable by Indemnitee in any court of competent jurisdiction. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section 6 of this Article EIGHTH that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. Indemnitee’s expenses (including attorneys’ fees) reasonably incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

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8.    Limitations. Notwithstanding anything to the contrary in this Article, except as set forth in Section 7 of this Article EIGHTH, the Corporation shall not indemnify an Indemnitee pursuant to this Article EIGHTH in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation thereof was approved by the Board of Directors of the Corporation. Notwithstanding anything to the contrary in this Article, the Corporation shall not indemnify an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, Indemnitee shall promptly refund such indemnification payments to the Corporation to the extent of such insurance reimbursement.

9.    Subsequent Amendment. No amendment, termination or repeal of this Article or of the relevant provisions of the General Corporation Law of Delaware or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

10.    Other Rights. The indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of Indemnitee. Nothing contained in this Article shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article. In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article.

11.    Partial Indemnification. If an Indemnitee is entitled under any provision of this Article to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which Indemnitee is entitled.

12.    Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of Delaware.

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13.    Savings Clause. If this Article or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article that shall not have been invalidated and to the fullest extent permitted by applicable law.

14.    Definitions. Terms used herein and defined in Section 145(h) and Section 145(i) of the General Corporation Law of Delaware shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).

NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

EXECUTED on October 27, 2010.

    /s/ Timothy F. Donohue

Timothy F. Donohue

Sole Incorporator

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STATE OF DELAWARE

CERTIFICATE FOR RENEWAL

AND REVIVAL OF CHARTER

The corporation organized under the laws of Delaware, the charter of which was forfeited for failure to obtain a registered agent, now desires to procure a restoration, renewal and revival of its charter, and hereby certifies as follows:

1. The name of this corporation is VCG-Bio, Inc.                                                                                                                               

                                                                                                                                                                                                           .

2. Its registered office in the State of Delaware is located at                     Corporation Trust Center, 1209 Orange Street, City of Wilmington                         Zip Code 19801                     County of New Castle             the name of its registered agent is The Corporation Trust Company                                                                                                                                                     

                                                                                                                                                                                                           .

3. The date the Certificate of Incorporation was filed in Delaware was 10-27-2010                                                                              .

4. The date when restoration, renewal, and revival of the charter of this company is to commence is the     21st         day of     May                    , same being prior to the date of the expiration of the charter. This renewal and revival of the charter of this corporation is to be perpetual.

5. This corporation was duly organized and carried on the business authorized by its charter until the 22nd         day of May                     A.D. 2013        , at which time its charter became inoperative and forfeited for failure to obtain a registered agent and this certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of the General Corporation Law of the State of Delaware, as amended, providing for the renewal, extension and restoration of charters the last and acting authorized officer hereunto set his/her hand to this certificate this 6TH                     day of December                     A.D. 2013        .

By:	/s/ KIM ROSE
	Authorized Officer
Name:	KIM ROSE
	Print or Type
Title:	ASSISTANT SECRETARY

EX-3.66

Exhibit 3.66

BY-LAWS

OF

VCG-BIO, INC.

TABLE OF CONTENTS

ARTICLE I STOCKHOLDERS		1
1.1.	Place of Meetings	1
1.2.	Annual Meeting	1
1.3.	Special Meetings	1
1.4.	Notice of Meetings	1
1.5.	Voting List	1
1.6.	Quorum	2
1.7.	Adjournments	2
1.8.	Voting and Proxies	2
1.9.	Action at Meeting	2
1.10.	Conduct of Meetings	3
1.11.	Action without Meeting	3
ARTICLE II DIRECTORS		4
2.1.	General Powers	4
2.2.	Number, Election and Qualification	4
2.3.	Chairman of the Board; Vice Chairman of the Board	5
2.4.	Tenure	5
2.5.	Quorum	5
2.6.	Action at Meeting	5
2.7.	Removal	5
2.8.	Vacancies	5
2.9.	Resignation	5
2.10.	Regular Meetings	5
2.11.	Special Meetings	6
2.12.	Notice of Special Meetings	6
2.13.	Meetings by Conference Communications Equipment	6
2.14.	Action by Consent	6
2.15.	Committees	6
2.16.	Compensation of Directors	7
ARTICLE III OFFICERS		7
3.1.	Titles	7
3.2.	Election	7
3.3.	Qualification	7

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3.4.	Tenure	7
3.5.	Resignation and Removal	7
3.6.	Vacancies	7
3.7.	President; Chief Executive Officer	7
3.8.	Vice Presidents	8
3.9.	Secretary and Assistant Secretaries	8
3.10.	Treasurer and Assistant Treasurers	8
3.11.	Salaries	9
3.12.	Delegation of Authority	9
ARTICLE IV CAPITAL STOCK		9
4.1.	Issuance of Stock	9
4.2.	Stock Certificates: Uncertificated Shares	9
4.3.	Transfers	10
4.4.	Lost, Stolen or Destroyed Certificates	10
4.5.	Record Date	10
4.6.	Regulations	11
ARTICLE V GENERAL PROVISIONS		11
5.1.	Fiscal Year	11
5.2.	Corporate Seal	11
5.3.	Waiver of Notice	11
5.4.	Voting of Securities	11
5.5.	Evidence of Authority	11
5.6.	Certificate of Incorporation	11
5.7.	Severability	11
5.8.	Pronouns	11
ARTICLE VI AMENDMENTS		12
6.1.	By the Board of Directors	12
6.2.	By the Stockholders	12

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ARTICLE I

STOCKHOLDERS

1.1.    Place of Meetings. All meetings of stockholders shall be held at such place as may be designated from time to time by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President or, if not so designated, at the principal office of the corporation. The Board of Directors may, in its sole discretion, determine that a meeting shall not be held at any place, but may instead be held solely by means of remote communication in a manner consistent with the General Corporation Law of the State of Delaware.

1.2.    Annual Meeting. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting shall be held on a date and at a time designated by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President (which date shall not be a legal holiday in the place where the meeting is to be held).

1.3.    Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time by only the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President, and may not be called by any other person or persons. The Board of Directors may postpone or reschedule any previously scheduled special meeting of stockholders. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.

1.4.    Notice of Meetings. Except as otherwise provided by law, notice of each meeting of stockholders, whether annua1 or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given by a form of electronic transmission consented to (in a manner consistent with the General Corporation Law of the State of Delaware) by the stockholder to whom the notice is given The notices of all meetings shall state the place, if any, date and time of the meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. If notice is given by mail, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation. If notice is given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the General Corporation Law of the State of Delaware.

1.5.    Voting List. The Secretary shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose ge1mane to the meeting, for a period of at least 10 days prior to the meeting: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the corporation. If the meeting is to be held at a physical location (and not solely by means of remote communication), then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to he held solely by means of remote communication,

then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

1.6.    Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the holders of a majority in voting power of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion, or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or classes or series of capital stock is required by law or the Certificate of Incorporation, the holders of a majority in voting power of the shares of such class or classes or series of the capital stock of the corporation issued and outstanding and entitled to vote on such matter, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion, or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

1.7.    Adjournments. Any meeting of stockholders may be adjourned :from time to time to any other time and to any other place at which a meeting of stockholders may be held under these By laws by the chairman of the meeting or by the stockholders present or represented at the meeting and entitled to vote, although less than a quorum. It shall not be necessary to notify any stockholder of any adjournment of less than 30 days if the time and place, if any, of the adjourned meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, are announced at the meeting at which adjournment is taken, unless after the adjournment a new record date is fixed for the adjourned meeting. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.

1.8.    Voting and Proxies. Each stockholder shall have one vote for each share of stock entitled to vote held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided by law or the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action without a meeting, may vote or express such consent or dissent in person (including by means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such meeting) or may authorize another person or persons to vote or act for such stockholder by a proxy executed or transmitted in a manner permitted by the General Corporation Law of the State of Delaware by the stockholder or such stockholder’s authorized agent and delivered (including by electronic transmission) to the Secretary of the corporation. No such proxy shall be voted or acted upon after three years :from the date of its execution, unless the proxy expressly provides for a longer period.

1.9.    Action at Meeting. When a quorum is present at any meeting, any matter other than the election of directors to be voted upon by the stockholders at such meeting shall be decided by the vote of the holders of shares of stock having a majority in voting power of the votes cast by the holders of all of the shares of stock present or represented at the meeting and voting affirmatively or negatively on such matter (or if there are two or more classes or series of stock entitled to vote as separate classes, then in the case of each such class or series, the holders of a majority in voting power of the shares of stock of that class or series present or represented at the meeting and voting affirmatively or negatively on such matter), except when a

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different vote is required by law, the Certificate of Incorporation or these By-laws. When a quorum is present at any meeting, any election by stockholders of directors shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election.

1.10.    Conduct of Meetings.

(a)    Chairman of Meeting. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the Chairman’s absence by the Vice Chairman of the Board, if any, or in the Vice Chairman’s absence by the Chief Executive Officer, or in the Chief Executive Officer’s absence, by the President, or in the President’s absence by a Vice President, or in the absence of all of the foregoing persons by a chairman designated by the Board of Directors, or in the absence of such designation by a chairman chosen by vote of the stockholders at the meeting. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

(b)    Rules, Regulations and Procedures. The Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders of record of the corporation, their duly authorized and constituted proxies or such other persons as shall be determined; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants, Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

1.11.    Action without Meeting.

(a)    Taking of Action by Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders of the corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote on such action were present and voted. Except as otherwise provided by the Certificate of Incorporation, stockholders may act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

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(b)    Electronic Transmission of Consents. A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed and dated for the purposes of this section, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the corporation can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the stockholder or proxyholder or by a person or persons authorized to act for the stockholder or proxyholder and (ii) the date on which such stockholder or proxyholder or authorized person or persons transmitted such telegram, cablegram or electronic transmission. The date on which such telegram, cablegram or electronic transmission is transmitted shall be deemed to be the date on which such consent was signed. No consent given by telegram, cablegram or other electronic transmission shall be deemed to have been delivered until such consent is reproduced in paper form and until such paper form shall be delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a corporation’s registered office shall be made by hand or by certified or registered mail, return receipt requested. Notwithstanding the foregoing limitations on delivery, consents given by telegram, cablegram or other electronic transmission may be otherwise delivered to the principal place of business of the corporation or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded if, to the extent and in the manner provided by resolution of the Board of Directors. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

(c)    Notice of Taking of Corporate Action. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation.

ARTICLE II

DIRECTORS

2.1.    General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the corporation except as otherwise provided by law or the Certificate of Incorporation.

2.2.    Number, Election and Qualification. Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of directors of the corporation shall be established from time to time by the stockholders or the Board of Directors. The directors shall be elected at the annual meeting of stockholders by such stockholders as have the right to vote on such election. Election of directors need not be by written ballot. Directors need not be stockholders of the corporation.

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2.3.    Chairman of the Board; Vice Chairman of the Board. The Board of Directors may appoint from its members a Chairman of the Board and a Vice Chairman of the Board, neither of whom need be an employee or officer of the corporation. If the Board of Directors appoints a Chairman of the Board, such Chairman shall perform such duties and possess such powers as are assigned by the Board of Directors and, if the Chairman of the Board is also designated as the corporation’s Chief Executive Officer, shall have the powers and duties of the Chief Executive Officer prescribed in Section 3.7 of these By-laws. If the Board of Directors appoints a Vice Chairman of the Board, such Vice Chairman shall perform such duties and possess such powers as are assigned by the Board of Directors. Unless otherwise provided by the Board of Directors, the Chairman of the Board or, in the Chairman’s absence, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors.

2.4.    Tenure. Each director shall hold office until the next annual meeting of stockholders and until a successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.5.    Quorum. The greater of (a) a majority of the directors at any time in office and (b) one-third of the number of directors fixed pursuant to Section 2.2 of these By-laws shall constitute a quorum of the Board of Directors. If at any meeting of the Board of Directors there shall be less than such a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

2.6.    Action at Meeting. Every act or decision done or made by a majority of the directors present at a meeting of the Board of Directors duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Certificate of Incorporation.

2.7.    Removal. Except as otherwise provided by the General Corporation Law of the State of Delaware, any one or more or all of the directors of the corporation may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except that the directors elected by the holders of a particular class or series of stock maybe removed without cause only by vote of the holders of a majority of the outstanding shares of such class or series.

2.8.    Vacancies. Subject to the rights of holders of any series of Preferred Stock to elect directors, unless and until filled by the stockholders, any vacancy or newly-created directorship on the Board of Directors, however occurring, may be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of such director’s predecessor in office, and a director chosen to fill a position resulting from a newly-created directorship shall hold office until the next annual meeting of stockholders and until a successor is elected and qualified, or until such director’s earlier death, resignation or removal.

2.9.    Resignation. Any director may resign by delivering a resignation in writing or by electronic transmission to the corporation at its principal office or to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event.

2.10.    Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

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2.11.    Special Meetings. Special meetings of the Board of Directors may be held at any time and place designated in a call by the Chairman of the Board, the Chief Executive Officer, the President, two or more directors, or by one director in the event that there is only a single director in office.

2.12.    Notice of Special Meetings. Notice of the date, place, if any, and time of any special meeting of directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (a) in person or by telephone at least 24 hours in advance of the meeting, (b) by sending written notice by reputable overnight courier, telecopy, facsimile or electronic transmission, or delivering written notice by hand, to such director’s last known business, home or electronic transmission address at least 48 hours in advance of the meeting, or (c) by sending written notice by first-class mail to such director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

2.13.    Meetings by Conference Communications Equipment. Directors may participate in meetings of the Board of Directors or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

2.14.    Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent to the action in writing or by electronic transmission, and the written consents or electronic transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

2.15.    Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation with such lawfully delegable powers and duties as the Board of Directors thereby confers, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers which may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these By-laws for the Board of Directors. Except as otherwise provided in the Certificate of Incorporation, these By-laws, or the resolution of the Board of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

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2.16.    Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the Board of Directors may from time to time determine. No such payment shall preclude any director from serving the corporation or any of its parent or subsidiary entities in any other capacity and receiving compensation for such service.

ARTICLE III

OFFICERS

3.1.    Titles. The officers of the corporation shall consist of a Chief Executive Officer, a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine, including one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate.

3.2.    Election. The Chief Executive Officer, President, Treasurer and Secretary shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders. Other officers may be appointed by the Board of Directors at such meeting or at any other meeting.

3.3.    Qualification. No officer need be a stockholder. Any two or more offices may be held by the same person.

3.4.    Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these By-laws, each officer shall hold office until such officer’s successor is elected and qualified, unless a different term is specified in the resolution electing or appointing such officer, or until such officer’s earlier death, resignation or removal.

3.5.    Resignation and Removal. Any officer may resign by delivering a written resignation to the corporation at its principal office or to the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event. Any officer may be removed at any time, with or without cause, by vote of a majority of the directors then in office. Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following such officer’s resignation or removal, or any right to damages on account of such removal, whether such officer’s compensation be by the month or by the year or otherwise, unless such compensation is expressly provided for in a duly authorized written agreement with the corporation.

3.6.    Vacancies. The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of Chief Executive Officer, President, Treasurer and Secretary. Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is elected and qualified, or until such officer’s earlier death, resignation or removal.

3.7.    President; Chief Executive Officer. Unless the Board of Directors has designated another person as the corporation’s Chief Executive Officer, the President shall be the Chief Executive Officer of the corporation. The Chief Executive Officer shall have general charge and supervision of the business of the

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corporation subject to the direction of the Board of Directors, and shall perform all duties and have all powers that are commonly incident to the office of chief executive or that are delegated to such officer by the Board of Directors. The President shall perform such other duties and shall have such other powers as the Board of Directors or the Chief Executive Officer (if the President is not the Chief Executive Officer) may from time to time prescribe. In the event of the absence, inability or refusal to act of the Chief Executive Officer or the President (if the President is not the Chief Executive Officer), the Vice President (or if there shall be more than one, the Vice Presidents in the order determined by the Board of Directors) shall perform the duties of the Chief Executive Officer and when so performing such duties shall have all the powers of and be subject to all the restrictions upon the Chief Executive Officer.

3.8.    Vice Presidents. Each Vice President shall perform such duties and possess such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. The Board of Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board of Directors.

3.9.    Secretary and Assistant Secretaries. The Secretary shall perform such duties and shall have such powers as the Board of Directors or the Chief Executive Officer may from time to time prescribe. fu addition, the Secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation the duty and power to give notices of all meetings of stockholders and special meetings of the Board of Directors, to attend all meetings of stockholders and the Board of Directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents.

Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary.

In the absence of the Secretary or any Assistant Secretary at any meeting of stockholders or directors, the chairman of the meeting shall designate a temporary secretary to keep a record of the meeting.

3.10.    Treasurer and Assistant Treasurers. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned by the Board of Directors or the Chief Executive Officer. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the corporation, to deposit funds of the corporation in depositories selected in accordance with these By-laws, to disburse such funds as ordered by the Board of Directors, to make proper accounts of such funds, and to render as required by the Board of Directors statements of all such transactions and of the financial condition of the corporation.

The Assistant Treasurers shall perform such duties and possess such powers as the Board of Directors, the Chief Executive Officer or the Treasurer may from time to time prescribe. In the event of the absence, inability or refusal to act of the Treasurer, the Assistant Treasurer (or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Treasurer.

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3.11.    Salaries. Officers of the corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

3.12.    Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

ARTICLE IV

CAPITAL STOCK

4.1.    Issuance of Stock. Subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the corporation or the whole or any part of any shares of the authorized capital stock of the corporation held in the corporation’s treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such lawful consideration and on such terms as the Board of Directors may determine.

4.2.    Stock Certificates: Uncertificated Shares. The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the corporation’s stock shall be uncertificated shares. Every holder of stock of the corporation represented by certificates shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, representing the number of shares held by such holder registered in certificate form. Each such certificate shall be signed in a manner that complies with Section 158 of the General Corporation Law of the State of Delaware.

Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these By-laws, applicable securities laws or any agreement among any number of stockholders or among such holders and the corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of each certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on the face or back of each certificate representing shares of such class or series of stock a statement that the corporation will furnish without charge to each stockholder who so requests a copy of the full text of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Within a reasonable time after the issuance or transfer of uncertificated shares, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 202(a) or 218(a) of the

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General Corporation Law of the State of Delaware or, with respect to Section 151 of General Corporation Law of the State of Delaware, a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

4.3.    Transfers. Shares of stock of the corporation shall be transferable in the manner prescribed by law and in these By-laws. Transfers of shares of stock of the corporation shall be made only on the books of the corporation or by transfer agents designated to transfer shares of stock of the corporation. Subject to applicable law, shares of stock represented by certificates shall be transferred only on the books of the corporation by the surrender to the corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these By-laws, the corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the corporation in accordance with the requirements of these By-laws.

4.4.    Lost, Stolen or Destroyed Certificates. The corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen or destroyed, upon such terms and conditions as the Board of Directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity and posting of such bond as the Board of Directors may require for the protection of the corporation or any transfer agent or registrar.

4.5.    Record Date. The Board of Directors may fix in advance a date as a record date for the determination of the stockholders entitled to notice of or to vote at any meeting of stockholders or to express consent (or dissent) to corporate action without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not precede the date on which the resolution fixing the record date is adopted, and such record date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 10 days after the date of adoption of a record date for a consent without a meeting, nor more than 60 days prior.to any other action to which such record date relates.

If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. If no record date is fixed, the record date for determining stockholders entitled to express consent to corporate action without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first consent is properly delivered to the corporation. If no record date is fixed, the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating to such purpose.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

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4.6.    Regulations. The issue, transfer, conversion and registration of shares of stock of the corporation shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE V

GENERAL PROVISIONS

5.1.    Fiscal Year. Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the corporation shall begin on the first day of January of each year and end on the last day of December in each year.

5.2.    Corporate Seal. The corporate seal shall be in such form as shall be approved by the Board of Directors.

5.3.    Waiver of Notice. Whenever notice is required to be given by law, by the Certificate of Incorporation or by these By-laws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before, at or after the time of the event for which notice is to be given, shall be deemed equivalent to notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in any such waiver. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

5.4.    Voting of Securities. Except as the Board of Directors may otherwise designate, the Chief Executive Officer, the President or the Treasurer may waive notice of, vote, or appoint any person or persons to vote, on behalf of the corporation at, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this corporation (with or without power of substitution) at, any meeting of stockholders or securityholders of any other entity, the securities of which may be held by this corporation.

5.5.    Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

5.6.    Certificate of Incorporation. All references in these By-laws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the corporation, as amended and in effect from time to time.

5.7.    Severability. Any determination that any provision of these By-laws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these By-laws.

5.8.    Pronouns. All pronouns used in these By-laws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

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ARTICLE VI

AMENDMENTS

6.1.    By the Board of Directors. These By-laws may be altered, amended or repealed, in whole or in part, or new by-laws may be adopted by the Board of Directors.

6.2.    By the Stockholders. These By-laws may be altered, amended or repealed, in whole or in part, or new by-laws may be adopted by the affirmative vote of the holders of a majority of the shares of the capital stock of the corporation issued and outstanding and entitled to vote at any annual meeting of stockholders, or at any special meeting of stockholders, provided notice of such alteration, amendment, repeal or adoption of new by-laws shall have been stated in the notice of such special meeting.

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EX-3.67

Exhibit 3.67

State of North Carolina

Department of the Secretary of State

ARTICLES OF ORGANIZATION

INCLUDING ARTICLES OF CONVERSION

Pursuant to §§ 57C-2-21, 57C-9A-0l and 57C-9A-03 of the General Statutes of North Carolina, the undersigned converting business entity does hereby submit these Articles of Organization Including Articles of Conversion for the purpose of forming a limited liability company.

1. The name of the limited liability company is: Quintiles Laboratories, LLC                    . The limited liability company is being formed pursuant to a conversion of another business entity.

2. The name of the converting business entity is Quintiles Laboratories Limited                     and the organization and internal affairs of the converting business entity are governed by the laws of the state or country of North Carolina                    . A plan of conversion has been approved by the converting business entity as required by law.

3. The converting business entity is a (check one): ☑ domestic corporation; ☐ foreign corporation; ☐ foreign limited liability company; ☐ domestic limited partnership;

☐ foreign limited partnership; ☐ domestic registered limited liability partnership;

☐ foreign limited liability partnership; or ☐ other partnership as defined in G.S. 59-36, whether or not formed under the laws of North Carolina.

4. If the limited liability company is to dissolve by a specific date, the latest date on which the limited liability company is to dissolve: (If no date for dissolution is specified, there shall be no limit on the duration of the limited liability company.)                        

5. The name and address of each person executing these articles of organization is as follows: (State whether each person is executing these articles of organization in the capacity of a member, organizer or both).

Beverly Rubin, Organizer

4709 Creekstone Dr.

Durham, North Carolina 27703

6. The street address and county of the initial registered office of the limited liability company is:

Number and Street 150 Fayetteville Street, Box 1011                                                                                                                          

City, State, Zip Code Raleigh, North Carolina 27601                             County Wake                    

7. The mailing address, if different from the street address, of the initial registered office is:

8. The name of the initial registered agent is: CT Corporation System                                    

9. Principal office information: (Select either a or b.)

a. ☑ The limited liability company has a principal office.

• The street address and county of the principal office of the limited liability company is:

Number and Street 4820 Emperor Boulevard                                                                                                                                   

City, State, Zip Code Durham, North Carolina 27703                                                  County Durham                                       

• The mailing address, if different from the street address, of the principal office of the limited liability company is:               

b. ☐ The limited liability company does not have a principal office.

10. Check one of the following:

☑ (i) Member-managed LLC: all members by virtue of their status as members shall be managers of this limited liability company.

☐ (ii) Manager-managed LLC: except as provided by N.C.G.S. Section 57C-3-20(a), the members of this limited liability company shall not be managers by virtue of their status as members.

11. Any other provisions which the limited liability company elects to include are attached.

12. These articles will be effective upon filing, unless a date and/or time is specified: December 31, 2011 at 11:59 p.m. Eastern Standard Time

This is the 31^st day of December    , 2011    .

Quintiles Laboratories, LLC

/s/ Beverly Rubin

Signature

Beverly Rubin, Organizer

Type or Print Name and Title

NOTES:

1. Filing fee is $125. This document must be filed with the Secretary of State.

ARTICLES OF AMENDMENT

OF

ARTICLES OF ORGANIZATION

OF

QUINTILES LABORATORIES, LLC

Pursuant to §57D-2-22 of the General Statutes of North Carolina, the undersigned limited liability company hereby submits the following Articles of Amendment for the purpose of amending its Articles of Organization.

1. The name of the limited liability company is: Quintiles Laboratories, LLC.

2. The Articles of Organization of the limited liability company are hereby amended by deleting the first sentence of Article 1 and substituting the following in lieu thereof:

“1.         The name of the limited liability company is: Q Squared Solutions, LLC.”

3. The amendment was duly adopted by the unanimous vote of the sole member of the limited liability company.

4. These articles will be effective upon filing.

This the 2^nd day of July, 2015.

QUINTILES LABORATORIES, LLC
By:	/s/ James H. Erlinger III
	Name: James H. Erlinger III
	Title: Vice President

State of North Carolina

Department of the Secretary of State

ARTICLES OF CORRECTION

Pursuant to §55D-14 of the General Statutes of North Carolina, the undersigned entity hereby submits these Articles of Correction for the purpose of correcting a document flied by the Secretary of State.

l. The name of the entity is: Q Squared Solutions, LLC                                                                                                                                           .

2. The type of business entity is: ☐ Domestic Corporation, ☐ Foreign Corporation,

☐ Domestic Nonprofit Corporation, ☐ Foreign Nonprofit Corporation,

☑ Domestic Limited Liability Company, ☐ Foreign Limited Liability Company

☐ Domestic Limited Partnership, ☐ Foreign Limited Partnership

☐ Domestic Limited Liability Partnership, ☐ Foreign Limited Liability Partnership.

3. On the 6th day of July, 2015, the business entity filed:

a. The following described document:                                                                                                                                                            

-OR-

b. The attached document (Check here ☑ If applicable).

4. This document was incorrect in the following manner (specify the incorrect statement and the reason it is incorrect or the manner in which the execution was defective):

The purpose of the Articles of Amendment of the Articles of Organization was to delete the first sentence of Article 1 and substitute language identifying the new name of the limited liability company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

5. The incorrect matters stated in Item 4 above should be revised as follows or the corrected document may be attached:

Section 2 of the Articles of Amendment of Articles of Organization should be corrected by removing the words “1. The name of the limited liability company is: Q Squared Solutions, LLC” and the following sentence should be substituted in lieu thereof: “1. The name of the limited liability company is: Q Squared Solutions LLC.”                                                                                                                                                

This the 8th day of July, 2015

Q Squared Solutions, LLC

Name of Entity

/s/ Kim L. Rose

Signature

Kim L. Rose, Assistant Secretary

Type or Print Name and Title

NOTES:

1. Filing fee is $10. This document must be filed with the Secretary of State.

2. For effective date of these Articles of Correction, see N.C.G.S, §55D-14.

EX-3.68

Exhibit 3.68

Quintiles Laboratories, LLC

Limited Liability Company Agreement

THIS LIMITED LIABILITY COMPANY AGREEMENT of Quintiles Laboratories, LLC (the “Company”), a limited liability company organized pursuant to the North Carolina Limited Liability Company Act, is executed effective as of December 31, 2011, by and between the Company and its sole Member, Quintiles, Inc., a North Carolina corporation.

ARTICLE I

FORMATION OF THE-COMPANY

1.1.    Formation. The Company was formed on December 31, 2011, upon the filing with the Secretary of State of the Articles of Organization including Articles of Conversion of the Company. The Company was formed upon the conversion of Quintiles Laboratories Limited, a North Carolina corporation.

1.2.    Name. The name of the Company is Quintiles Laboratories, LLC. The Member may change the name of the Company from time to time, provided appropriate amendments to this Agreement and the Articles of Organization and necessary filings under the Act are first obtained.

1.3.    Registered Office and Registered Agent. The Company’s registered office within the State of North Carolina and its registered agent at such address shall be as determined from time to time by the Member.

1.4.    Principal Place of Business. The principal place of business of the Company shall be at such place or places as the Member may from time to time deem necessary or advisable.

1.5.    Purposes and Powers.

(a)    The purpose of the Company shall be to engage in any lawful business for which limited liability companies may be organized under the Act.

(b)    The Company shall have any and all powers that are necessary or desirable to carry out the purposes and business of the Company, to the-extent the same may be legally exercised by limited liability companies under the Act.

1.6.    Term. The Company shall continue in existence until the Company is dissolved and its affairs wound up in accordance with the provisions of this Agreement or the Act.

1.7.    Nature of Member’s Interest. The interests of the Member in the Company shall be personal property for all purposes. Legal title to all Company assets shall be held in the name of the Company. Neither the Member nor a successor, representative, or assign of the Member, shall have any right, title, or interest in or to any Company property.

1.8.    Status of the Company. Solely for federal and state tax purposes and pursuant to Treasury Regulations Section 301.7701, the Member and the Company intend the Company to be disregarded as an # V - LLC Agreement - Quintiles Laboratories LLC - (12 19 11 SA Draft).Doc

1.9.    Status of the Company. Solely for federal and state tax purposes and pursuant to Treasury Regulations Section 301.7701, the Member and the Company intend the Company to be disregarded as an entity that is separate from the Member. For all other purposes (including, without limitation, limited liability protection for the Member from Company liabilities), however, the Member and the Company intend the Company to be respected as a separate legal entity that is separate and apart from the Member. The Company shall be specifically identified as “Quintiles Laboratories, LLC” in all writings, including stationery, invoices, business cards and checks. The Company’s property and financial accounts shall be completely separate from and not commingled with the property or accounts of the Member.

ARTICLE II

DEFINITIONS

The following terms used in this Agreement shall have-the following meanings (unless otherwise expressly provided herein):

· “Act” means the North Carolina Limited Liability Company Act, as amended from time to time.

“Additional Member” means any Person admitted to membership in the Company in addition to the Member.

“Agreement” means this Limited Liability Company Agreement, as it may be amended from time to time.

“Articles of Organization” mean the Articles of Organization of the-Company filed with the Secretary of State, as amended or restated from time to time.

“Capital Contribution” means all contributions of-cash or property made by a Member or the Member’s predecessor in interest.

“Distribution” means any money or other property distributed to the Member with respect to the Member’s Membership Interest, but shall not include any payment to the Member for materials or services rendered or any reimbursement to the Member for expenses incurred by the Member in accordance with this Agreement.

“Member” means Quintiles, Inc. or any other Person who succeeds to its entire Membership Interest in the Company in accordance with this Agreement or the Act.

“Membership Interest” means all of the Member’s rights in the Company, including without limitation, the Member’s right to receive Distributions, any right to vote, and any right to participate in the management of the Company as provided in the Act and this Agreement.

“Person” means an individual, a trust, an estate, a domestic corporation, a foreign corporation, a professional corporation, a partnership, a limited partnership, a limited liability company, a foreign limited liability company, an unincorporated association, or another entity.

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“Secretary of State” means the Secretary of State of North Carolina.

“Transfer” means sell, assign, transfer, lease, or otherwise dispose of property, including without limitation an interest in the Company

“Treasury Regulations” means the Income Tax Regulations and Temporary Regulations promulgated under the Internal Revenue Code of 1986, as amended, as such regulations may be amended from time to time{including corresponding provisions of succeeding regulations).

ARTICLE III

MANAGEMENT OF THE COMPANY

The Member shall be solely responsible for the management of the Company and shall have the fullest right, power, and authority to manage, direct, and control all of the business and affairs of the Company and to transact business on its behalf, and to sign for it or on its behalf or otherwise to bind the Company. The Member may delegate responsibility for the day-to-day management of the Company to any Person retained by the Member who shall have and exercise on behalf of the company all powers and rights necessary or convenient to carry out such management responsibilities.

ARTICLE IV

LIMITATION ON LIABILITY

The Member shall not be required to make any contribution to the capital of the Company, nor shall the Member in his capacity as such be bound by, or personally liable for, any expense, liability, or obligation of the Company except to the extent of his interest in the Company and the obligation to return Distributions made to him under certain circumstances as required by the Act. The Company shall indemnify the Member to the fullest extent permitted or required by the Act, as amended from time to time, and the Company may advance expenses incurred by the Member, provided the Member shall reimburse the Company for such advance in the event it is ultimately determined that the Member is not entitled to be indemnified by the Company against such expenses.

ARTICLE V

DISTRIBUTIONS

5.1.    Interim Distributions. The Company may make Distributions to the Member at such times as the Member shall determine.

5.2.    Distribution in Liquidation. Upon liquidation of the Company, liquidation proceeds shall be distributed in accordance with the provisions of Section 7.2.

5.3.    Limitations upon Distributions. No Distribution shall be declared and paid if payment of such Distribution would cause the Company to violate any limitation on distributions provided in the Act.

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ARTICLE VI

TRANSFER OF INTERESTS AND ADMISSION OF MEMBERS

The Member may at any time Transfer all but not less than all of its Membership Interest. The Transferee of the Member’s entire Membership Interest shall become a member of the Company and the transferring Member shall cease to be a member of the Company upon consummation of the Transfer, provided that the transferring Member shall have the right to such information as may be necessary for the computation of the transferring Member’s federal and state income tax liability for the year of the Transfer.

The Member may not Transfer less than all of its Membership Interest and the Company shall not admit any Person as an Additional Member without appropriate amendments to this Agreement to reflect the change in the Company’s income tax classification that would result from such Transfer or admission.

ARTICLE VII

DISSOLUTION AND LIQUIDATION OF THE COMPANY

7.1.    Dissolution Events. The Company will be dissolved upon the happening of any of the following events:

(a)    All or substantially all of the assets of the Company are sold, exchanged, or otherwise transferred (unless the Member has elected to continue the business of the Company);·

(b)    The Member elects to dissolve the Company;

(c)    The entry of a final judgment, order, or decree of a court of competent jurisdiction adjudicating the Company to be bankrupt and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal;

(d)    The entry of a decree of judicial dissolution or the issuance of a certificate for administrative dissolution under the Act.

7.2.    Liquidation. Upon the happening of any of the events specified in Section 7.1, the Member, or any liquidating trustee elected by the Member, will commence as promptly as practicable to wind up the Company’s affairs unless the Member or the liquidating trustee (either, the “Liquidator”) determines that an immediate liquidation of Company assets would cause undue loss to the Company, in which event the liquidation may be deferred for a time determined by the Liquidator to be appropriate. Assets of the Company may be liquidated or distributed in kind, as the Liquidator determines to be appropriate. The proceeds from liquidation of the Company, including repayment of any debts of the Member to the Company, and any Company assets that are not sold in connection with the liquidation will be applied in the following order of priority:

(a)    To payment of the debts and satisfaction of the other obligations of the Company, including without limitation debts and obligations to the Member;

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(b)    To the establishment of any reserves deemed appropriate by the Liquidator for any liabilities or obligations of the Company, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the Liquidator deems appropriate, will be distributed in the manner provided in Section 7.2(c): and thereafter

(c)    To the Member.

7.3.    Articles of Dissolution. Upon the dissolution and commencement of the winding up of the Company, the Member shall cause Articles of Dissolution to be executed on behalf of the Company and filed with the Secretary of State, and the Member shall execute, acknowledge, and file any and all other instruments necessary or appropriate to reflect the dissolution of the Company.

ARTICLE VIII

MISCELLANEOUS

8.1.    Records. The records of the Company will be maintained at the Company’s principal place of business, or at such other place selected by the Member, provided that the Company keep at its principal place of business the records required by the Act to be maintained there.

8.2.    Amendments. This Agreement may be amended only by a writing signed by the Member and the Company.

8.3.    Survival of Rights. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.

8.4.    Interpretation and Governing Law. When the context in which words are used in this Agreement indicates that such is the intent, words in the singular number shall include the plural and vice versa. The masculine gender shall include the feminine and neuter. The Article and Section headings or titles shall not define, limit, extend, or interpret the scope of this Agreement or any particular Article or Section. This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina without giving effect to the conflicts of laws provisions thereof.

8.5.    Severability. If any provision, sentence, phrase, or word of this Agreement or the application thereof to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provision, sentence, phrase, or word to persons or circumstances, other than those as to which it is held invalid, shall not be affected thereby.

8.6.    Creditors Not Benefited. Nothing in this Agreement is intended to benefit any creditor of the Company or of the Member. No creditor of the Company or of the Member will be entitled to require the Member to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company or the Member may have against the Member, whether arising under this Agreement or otherwise.

[signature page follows]

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IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company, has caused this Agreement to be duly adopted by the Company and does hereby assume and agree to be bound by and to perform all of the terms and provisions set forth in this Agreement.

THE COMPANY:	THE MEMBER:
QUINTILES LABORATORIES, LLC,	QUINTILES, INC.,
a North Carolina limited liability company	a North Carolina corporation
By:     QUINTILES, INC.,	By: /s/ Beverly Rubin
a North Carolina corporation	Name: Beverly Rubin
	Title: Vice President
By: /s/ Beverly Rubin
Name: Beverly Rubin
Title: Vice President

[Signature page to Quintiles Laboratories, LLC Limited Liability Company Agreement]

EX-3.69

Exhibit 3.69

CLINICAL LAB SERVICES, LLC

CERTIFICATE OF FORMATION

This Certificate of Formation is being executed on June 8, 2015 for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act.

The undersigned, being duly authorized to execute and file this Certificate of Formation, does hereby certify as follows:

l. The name of the limited liability company is Clinical Lab Services, LLC.

2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

3. This Certificate of Formation shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Clinical Lab Services, LLC this 8^th day of June, 2015.

CLINICAL LAB SERVICES, LLC
By:	/s/ Cristopher B. Capel
Cristopher B. Capel, Authorized Person

CLINICAL LAB SERVICES, LLC

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF FORMATION

1.    The name of the limited liability company is Clinical Lab Services, LLC.

2.    The Certificate of Formation of the limited liability company is hereby amended by deleting Article 1 in its entirety and replacing it with the following:

“I. The name of the limited liability company is Q Squared Solutions Holdings LLC.”

3.    This Certificate of Amendment shall be effective upon filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment on the 24^th day of June, 2015.

CLINICAL LAB SERVICES, LLC
By:	/s/ Santiago Estrada
Name: Santiago Estrada
Authorized Person

EX-3.70

Exhibit 3.70

SECOND AMENDED

LIMITED LIABILITY COMPANY AGREEMENT OF

Q SQUARED SOLUTIONS HOLDINGS LLC

This Second Amended and Restated Operating Agreement (the “Agreement”) of Q Squared Solutions Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (the “Company”), effective as of April 1, 2021 (the “Effective Date”), is entered into by and between (i) the Company and (ii) IQVIA RDS Inc., a corporation organized under the Laws of the State of North Carolina (“RDS”), and IQVIA Pharma Inc., a corporation organized under the Laws of the State of North Carolina (“Pharma,” and together with RDS, the “Members”), as the members of the Company.

WHEREAS, the Company was formed as a limited liability company on June 8, 2015, by the filing of the Company’s Certificate of Formation with the Secretary of State of Delaware, pursuant to and in accordance with the Delaware Limited Liability Company Act (the “Act”);

WHEREAS, the initial members of the Company were RDS (f/k/a Quintiles, Inc.), which owned the limited liability company interests of the Company (the “Interests”) representing sixty percent (60%) ownership of the Company, and Quest Diagnostics Domestic Holder LLC, a Delaware limited liability company (“Quest”), which owned the Interests representing forty percent (40%) ownership of the Company.

WHEREAS, Pharma acquired all of the Interests owned by Quest pursuant to that certain Unit Purchase and Sale Agreement, dated as of April 1, 2021, by and among Quest, Pharma, and the other parties thereto (the “Transaction”);

WHEREAS, after the consummation of the Transaction, the Members, together, own 100% of the Interests of the Company, with each Member’s percentage ownership in the Interests set forth on Schedule A attached hereto; and

WHEREAS, the Members agree that the membership in and management of the Company shall be governed by the terms set forth herein.

NOW, THEREFORE, the Members and the Company agree as follows:

Section 1. Name. The name of the Company is Q Squared Solutions Holdings LLC.

Section 2. Purpose. The purpose of the Company is to engage in any lawful act or activity for which limited liability companies may be organized under the Act and to engage in any and all activities necessary or incidental thereto.

Section 3. Powers. The Company shall have all the powers necessary or convenient to carry out the purposes for which it is organized, including the powers granted by the Act.

Section 4. Principal Office. The location of the principal office of the Company shall be 4820 Emperor Boulevard, Durham, NC 27703, or such other location as the Members may from time to time designate.

Section 5. Office and Agent for Service of Process. The office and agent for service of process on the Company in the State of Delaware shall be the office of and the initial agent named in the Certificate of Organization or such other office (which need not be a place of business of the Company) or person as the Members may designate in the manner provided by the Act.

Section 6. Members.

(a)    Member. The Members, together, own 100% of the membership interests of the Company. The name and the business, residence, or mailing address of the Members are as follows:

Name	Address
IQVIA RDS Inc.	4820 Emperor Blvd. Durham, NC 27703
IQVIA Pharma Inc.	4820 Emperor Blvd.
	Durham, NC 27703

(b)    Additional Members. One or more additional members may be admitted to the Company with the prior written consent of the Members. Prior to the admission of any such additional members to the Company, the Members shall amend this Agreement or adopt a new operating agreement to make such changes as the Members shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

(c)    Membership Interests; Certificates. The Company will not issue any certificates to evidence ownership of the membership interests.

Section 7. Management.

(a)    Authority; Powers and Duties of the Members. The Company shall be member-managed. The Members shall have exclusive and complete authority and discretion to manage the operations and affairs of the Company and to make all decisions regarding the business of the Company. Any action taken by the Members shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of the Members as set forth in this Agreement. The Members shall have all rights and powers of a manager under the Act, and shall have such authority, rights, and powers in the management of the Company to do any and all other acts and things necessary, proper, convenient, or advisable to effectuate the purposes of this Agreement.

(b)    Election of Officers; Delegation of Authority. The Members may, from time to time, designate one or more officers with such titles as may be designated by the Members to act in the name of the Company with such authority as may be delegated to such officers by the Members

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(each such designated person, an “Officer”). Any such Officer shall act pursuant to such delegated authority until such Officer is removed by the Members. Any action taken by an Officer designated by the Members pursuant to authority delegated to such Officer shall constitute the act of and serve to bind the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any Officer set forth in this Agreement and any instrument designating such Officer and the authority delegated to him or her.

Section 8. Liability of Member; Indemnification.

(a)    Liability of Member. Except as otherwise required by the Act, the debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, shall be solely the debts, obligations, and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation, or liability of the Company solely by reason of acting as a member or participating in the management of the Company.

(b)    Indemnification. To the fullest extent permitted under the Act (after waiving all Act restrictions on indemnification other than those which cannot be eliminated), the Members (irrespective of the capacity in which the Members act) shall be entitled to indemnification and advancement of expenses from the Company for and against any loss, damage, claim, or expense (including attorneys’ fees) whatsoever incurred by the Members relating to or arising out of any act or omission or alleged acts or omissions (whether or not constituting negligence or gross negligence) performed or omitted by the Members on behalf of the Company; provided, however, that any indemnity under this Section 8(b) shall be provided out of and to the extent of Company assets only, and neither the Members nor any other person shall have any personal liability account thereof.

Section 9. Term. The term of the Company shall be perpetual unless the Company is dissolved and terminated in accordance with Section 13.

Section 10. Capital Contributions. The Members hereby agrees to contribute to the Company such cash, property, or services as determined by the Members in their sole discretion; provided that, absent such determination, the Members is under no obligation, express or implied, to make any such contribution

Section 11. Tax Status; Income and Deductions.

(a)    Tax Status. As long as the Company has only one member, it is the intention of the Company and the Members that the Company be treated as a disregarded entity for federal and all relevant state tax purposes and neither the Company nor the Members shall take any action or make any election which is inconsistent with such tax treatment. All provisions of this Agreement are to be construed so as to preserve the Company’s tax status as a disregarded entity.

(b)    Income and Deductions. All items of income, gain, loss, deduction, and credit of the Company (including, without limitation, items not subject to federal or state income tax) shall be treated for federal and all relevant state income tax purposes as items of income, gain, loss, deduction, and credit of the Members.

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Section 12. Distributions. Distributions shall be made to the Members at the times and in the amounts determined by the Members.

Section 13. Dissolution; Liquidation.

(a)    Dissolution Events. The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following: (i) the written consent of the Members or (ii) any other event or circumstance giving rise to the dissolution of the Company under the Act, unless the Company’s existence is continued pursuant to the Act.

(b)    Winding Up. Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Members shall (i) if required by the Act, file a certificate of dissolution with the Secretary of the State of Delaware in accordance with the Act and (ii) promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Members under this Agreement shall continue. The Members or other person winding up the affairs of the Company shall give written notice of the commencement of winding up to all known creditors and claimants of the Company in accordance with the Act.

(c)    Distribution of Proceeds. In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) second, to the Members.

(d)    Certificate of Cancellation. Upon the completion of the winding up of the Company, the Members shall file a certificate of cancellation with the Secretary of the State of Delaware in accordance with the Act.

Section 14. Miscellaneous.

(a)    Amendments. Amendments to this Agreement may be made only with the written consent of the Members.

(b)    Governing Law. This Agreement and the rights and obligations of the parties hereunder shall be governed by and interpreted, construed, and enforced in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

(c)    Severability. If any provision of this Agreement shall be declared to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall survive to the extent it is not so declared, and the validity, legality, and enforceability of the other provisions hereof shall not in any way be affected or impaired thereby, unless such action would substantially impair the benefits to any party of the remaining provisions of this Agreement.

(d)    No Third Party Beneficiaries. Nothing in this Agreement, either express or implied, is intended to or shall confer upon any person other than the parties hereto, and their respective successors and permitted assigns, any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first written above.

MEMBERS:
IQVIA RDS Inc.
By:	/s/ Eric Sherbet
Name: Eric Sherbet
Title: President
IQVIA Pharma Inc.
By:	/s/ Eric Sherbet
Name: Eric Sherbet Title: President
COMPANY:
Q Squared Solutions Holdings LLC
By:	/s/ Brian O’Dwyer
Name: Brian O’Dwyer
Title: Chief Executive Officer

[Second Amended and Restated Operating Agreement of Q Squared Solutions Holdings LLC]

SCHEDULE A

Percentage Ownership

IQVIA RDS Inc.	60%
IQVIA Pharma Inc.	40%

EX-3.71

Exhibit 3.71

QUINTILES FEDERATED SERVICES, INC.

ARTICLES OF INCORPORATION

The undersigned does hereby submit these Articles of Incorporation for the purpose of forming a business corporation under and by virtue of the laws of the State of North Carolina:

1.    The name of the corporation is Quintiles Federated Services, Inc.

2.    The corporation shall have authority to issue Ten Thousand (10,000) shares of common stock with $0.01 par value per share.

3.    The address of the initial registered office of the corporation in the State of North Carolina is 4709 Creekstone Drive, Riverbirch Building, Suite 200, Durham, Durham County, North Carolina 27703, and the name of its initial registered agent at such address is John S. Russell.

4.    The address of the principal office of the corporation is 4709 Creekstone Drive, Riverbirch Building, Suite 200, Durham, Durham County, North Carolina 27703

5.    The name and address of the incorporator is Miranda R. Yalcin, 2500 First Union Capitol Center, Raleigh, Wake County, North Carolina 27601.

6.    A director of the corporation shall not be personally liable to the corporation or otherwise for monetary damages for breach of any duty as a director, except for liability with respect to (i) acts or omissions that the director at the time of such breach knew or believed were clearly in conflict with the best interests of the corporation; (ii) any liability under N.C. Gen. Stat. § 55-8-33; or (iii) any transaction from which the director derived an improper personal benefit. If the North Carolina Business Corporation Act is amended to authorize corporate action for further eliminating or limiting personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the North Carolina Business Corporation Act, as so amended. Any repeal or modification of this paragraph shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

7.    The provisions of Article 9 and Article 9A of the North Carolina Business Corporation Act, entitled “The North Carolina Shareholder Protection Act” and “The North Carolina Control Share Acquisition Act,” respectively, shall not be applicable to the corporation.

IN WITNESS WHEREOF, I have hereunto set my hand this 30^th day of August, 2002.

/s/ Miranda Yalcin

Miranda R. Yalcin, Incorporator

SMITH, ANDERS N, BLOUNT, DORSETT,

MITCHELL & JERNIGAN, L.L.P.

2500 First Union Capitol Center

Raleigh, North Carolina 27601

QUINTILES FEDERATED SERVICES, INC.

ARTICLES OF AMENDMENT

Pursuant to Section 55-10-06 of the North Carolina Business Corporation Act, the undersigned corporation, Quintiles Federated Services, Inc. (the “Corporation”) hereby submits these Articles of Amendment for the purpose of amending its Articles of Incorporation:

1.    The name of the corporation is Quintiles Federated Services, Inc.

2.    Article 1 of the Articles of Incorporation of the Corporation is hereby amended to read as follows:

“1.    The name of the corporation is QCare Site Services, Inc.”

3.    The foregoing amendment was proposed and recommended by the sole Director of the Corporation and approved and adopted by the sole shareholder of the Corporation in accordance with the provisions of Chapter 55 of the North Carolina General Statutes and the Corporation’s Articles of Incorporation. The date of adoption was August 15^th, 2017.

4.    These articles will become effective upon filing.

IN WITNESS WHEREOF, I have hereunto set my hand this 15^th day of August, 2017.

QUINTILES FEDERATED SERVICES, INC.
By:	/s/ J. Stillman Hanson
Name:	J. Stillman Hanson
Title:	Assistant Secretary

EX-3.72

Exhibit 3.72

Now known as QCare Site Services, Inc.

QUINTILES FEDERATED SERVICES, INC.

BYLAWS

ARTICLE I

DEFINITIONS

In these bylaws, unless otherwise provided, the following terms shall have the following meanings:

(1)    “Act” shall mean the North Carolina Business Corporation Act as codified in Chapter 55 of the North Carolina General Statutes effective July 1, 1990, and as amended from time to time;

(2)    “Articles of Incorporation” shall mean the Corporation’s articles of incorporation, including amended and restated articles of incorporation and articles of merger,

(3)    “Corporation” shall mean Quintiles Federated Services, Inc.;

(4)    “Distribution” shall mean a direct or indirect transfer of money or other property (except the Corporation’s own shares) or incurrence of indebtedness by the Corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a declaration or payment of a dividend, a purchase, redemption, or other acquisition of shares, a distribution of indebtedness, or otherwise;

(5)    “Emergency” shall mean a catastrophic event which prevents a quorum of the board of directors from being readily assembled;

(6)    “Shares” shall mean the units into which the proprietary interests in the Corporation are divided; and

(7)    “Voting group” shall mean all shares of one or more classes or series that under the articles of incorporation or the Act are entitled to vote and be counted together collectively on a matter al a meeting of shareholders. All shares entitled by the articles of incorporation or the Act to vote generally on a matter are for that purpose a single voting group.

ARTICLE II

OFFICES

SECTION 1. Principal Office: The principal office of the Corporation shall be located at 4709 Creekstone Drive, Riverbirch Building, Suite 2001 Durham, Durham County, North Carolina 27703, or at such other place as may be determined from time to time by the directors.

SECTION 2. Registered Office: The registered office of the Corporation shall be located at 4709 Creekstone Drive, Riverbirch Building, Suite 200, Durham, Durham County, North Carolina 27703.

SECTION 3. Other Offices: The Corporation may have offices at such other places, either within or without the State of North Carolina, as the board of directors may from time to time determine, or as the affairs of the Corporation may require.

ARTICLE III

MEETINGS OF SHAREHOLDERS

SECTION 1. Place of Meetings: All meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or as may be agreed upon by a majority of the shareholders entitled to vote at the meeting:

SECTION 2. Annual Meeting: The annual meeting of shareholders for the election of directors and the transaction of other business shall be held annually in any month on any day (except Saturday, Sunday or a legal holiday) as fixed by the board of directors.

SECTION 3. Substitute Annual Meeting: If the annual meeting shall not be held on the day designated by these bylaws, a substitute annual meeting may be called by the board of directors, the chief executive officer or the president. A meeting so called shall be designated and treated for all purposes as the annual meeting.

SECTION 4. Special Meetings: Special meetings of the shareholders may be called at any time by the board of directors, the chief executive officer or the president. In addition, special meetings may be called et any time by the shareholders if the holders of at least ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the secretary a written demand for the meeting describing the purpose or purposes for which it is to be held; provided, however, the shareholders sha1l not have such right to call a special meeting if the Corporation bas a class of shares registered wider Section 12 of the Securities Exchange Act of 1934, as amended. Only business within the purpose or purposes described in the meeting notice specified in Section 5 of this Article may be conducted at a special meeting of shareholders.

SECTION 5. Notice of Meeting: Written or printed notice stating the time and place of the meeting shall be delivered not less than ten (10) nor more than sixty (60) days before the date of any shareholders’ meeting, either personally, by mail, by telegraph, by teletype, or by facsimile transmission, by or at the direction of the chairman of the board, the chief executive officer, the

president, the secretary, or other person calling the meeting to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the record of the shareholders of the Corporation, with postage thereon prepaid.

In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called. In the case of an annual or substitute annual meeting, the notice of meeting need not specifical1y state the business to be transacted unless such a statement is required by the Act.

When an annual or special meeting is adjourned to a different date, time, and place, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken; provided, however, that if a new record date for the adjourned meeting is or must be set, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.

The record date for determining the shareholders entitled to notice of and to vote at an annual or special meeting shall be fixed as provided in Section 3 of Article VIII.

SECTION 6. Waiver of Notice: A shareholder may waive notice of any meeting either before or after such meeting. Such waiver shall be in writing, signed by the shareholder, and filed with the minutes or corporate records. A shareholder’s attendance at a meeting: (i) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting o jects to holding the meeting or transacting business at the meeting; and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, W1!ess the shareholder objects to considering the matter before it is voted upon.

SECTION 7. Shareholder List: Commencing two (2) business days after notice of a meeting of shareholders is given and continuing through such meeting, the secretary of the Corporation shall maintain at the principal office of the Corporation an alphabetical list of the shareholders entitled to vote at such meeting, arranged by voting group, with the address of and number of shares held by each. This list shall be subject to inspection by any shareholder or his agent or attorney at any time during usual business hours and may be copied at the shareholder’s expense.

SECTION 8. Quorum: A majority of the votes entitled to be cast on a matter by any voting group, represented in person or by proxy, shall constitute a quorum of that voting group for action on that matter. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less then a quorum.

In the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by a majority of the votes voting on the motion to adjourn; and at any adjourned meeting at which a quorum is present, any business may be transected which might have been transacted at the original meeting.

SECTION 9. Proxies: Shares may be voted either in person or by one or more agents authorized by a written proxy executed by the shareholder or by his duly authorized attorney in fact A proxy may take the form of a telegram, telex, facsimile or other form of wire or wireless commw1icatlon which appears to have been transmitted by a shareholder. A proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. A proxy is not wild after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifics therein the length of time for which it is to continue in force or limits its use to a particular meeting.

SECTION 10. Voting of Shares: Unless otherwise provided in these bylaws, the articles of incorporation, or the Act, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Except for the election of directors, whicl1 is governed by the provisions of Section 3 of Article IV, if a quorum is present, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast against the action, unless tl1e vote of a greater number is required by the Act, the articles of incorporation, or these bylaws.

Shares of the Corporation are not entitled to vote if: (i) they are owned, directly or indirectly, by the Corporation, unless they are held by it in a fiduciary capacity; (ii) they are owned, directly or indirectly, by a second corporation in which the Corporation owns a majority of the shares entitled to vote for directors of the second corporation; or (iii) they are redeemable shares and (x) notice of redemption has been given and (y) a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price upon surrender of the shares.

SECTION 11. Informal Action by Shareholders: Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the persons who would be entitled to vote upon such action at a meeting and is delivered to the Corporation to be included in the minutes or to be kept as part of the corporate records.

SECTION 12. SECTION 12, Corporation’s Acceptance of Votes: If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the Corporation is entitled lo accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder.

If the name signed on a vote, consent, waiver, or proxy appointment docs not correspond to the name of its shareholder, the Corporation is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and to give it effect as the act of the shareholder if: (i) the shareholder is an entity and the name signed purports to be that of an officer or agent of the entity; (ii) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the Corporation requests, evidence of fiduciary status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (iii) the name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the Corporation requests, evidence of its status acceptable to the Corporation has been presented with respect to the vote, consent, waiver, or proxy appointment; (iv) the name signed

purports to be that of a beneficial owner or attorney-in-fact of the shareholder and, if the Corporation requests, evidence acceptable to the Corporation of the signatory’s authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment; or (v) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.

The Corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes has a reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

SECTION 13. Number of Shareholders: The following persons or entities identified as a shareholder in the Corporation’s current record of shareholders constitute one shareholder for purposes of these bylaws: (i) all co-owners of the same shares; (ii) a corporation, partnership, trust, estate, or other entity; (iii) the trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account. Shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.

ARTICLE IV

BOARD OF DIRECTORS

SECTION 1. General Powers: All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, its board of directors.

SECTION 2. Number, Term and Qualifications: The number constituting the board of directors shall be not less than one (1) nor more than seven (7). The number of directors within this variable range may be fixed or changed from time to time by the shareholders or the board of directors. Eacl1 director shall hold office until his death, resignation, retirement, removal, disqualification, or until his successor is elected and qualified. Directors need not be residents of the State of North Carolina or shareholders of the Corporation.

SECTION 3. Election of Directors: Except as provided in Section 6 of this Article, the directors shall be elected at the annual meeting of shareholders; and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, the election of directors shall be by ballot,

SECTION 4. No Cumulative Voting: The shareholders of the Corporation shall have no right to cumulate their votes for the election of directors.

SECTION 5. Removal: Any director, or the entire board of directors, may be removed from office at any time, with or without cause, but only if the number of votes cast to remove him exceeds the number of votes cast not to remove him. If a director is elected by a voting group of shareholders, only members of that voting group may participate in the vote to remove him. A director may not be removed by the shareholders at a meeting unless the notice of the meeting specifies such removal as one of its purposes. If any directors are removed, new directors may be elected at the same meeting.

SECTION 6. Vacancies: Any vacancy occurring in the board of directors, including, without limitation, a vacancy resulting from an increase in the number of directors or from the failure by the shareholders to elect the full authorized number of directors, shall be filled by the shareholders or the board of directors. If such vacancy is to be filled by the board of directors, and if the directors remaining in office constitute fewer than a quorum of the board, such vacancy may be filled by the affirmative vote of a majority of the remaining directors or by the sole remaining director. If the vacant office was held by a director elected by a voting group of shareholders, only the remaining director or directors elected by that voting group or the holders of shares of that voting group are entitled to fill the vacancy. The term of a director elected to fill a vacancy shall expire at the next shareholders’ meeting at which directors are elected.

SECTION 7. SECTION 7, Compensation: The board of directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the board.

SECTION 8. Committees: The board of directors may create an executive committee and other committees of the board, each of which shall have at least two (2) members, all of whom shall be directors. The creation of a committee and the appointment of members to it must be approved by a majority of all the directors in office when the action is taken. Each committee may, as specified by the board of directors, exercise some or all of the authority of the board except that a committee may not: (i) authorize distributions; (ii) approve or propose to shareholders action that the Act requires be approved by shareholders; (iii) fill vacancies on the board of directors or on any of its committees; (iv) amend the articles of incorporation pursuant to N.C. Gen. Stat. Section 55-10-02 or its successor; (v) adopt, amend, or repeal bylaws; (vi) approve a plan of merger not requiring shareholder approval; (vii) authorize or approve a reacquisition of shares, except according to a formula or method prescribed by the board of directors; or (viii) authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee to do so within limits specifically prescribed by the board of directors. The provisions of Article V, which govern meetings of the board of directors, shall likewise apply to meetings of any committee of the board.

ARTICLE V

MEETINGS OF DIRECTORS

SECTION 1. Regular Meetings: A regular meeting of the board of directors shall be held immediately after, and at the same place as, the annual meeting of the shareholders. In addition, the board of directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

SECTION 2. Special Meetings: Special meetings of the board of directors may be called by or at the request of the chief executive officer or any director. Such meetings may be held either within or without the State of North Carolina, as fixed by the person or persons calling the meeting.

SECTION 3. Notice of Meetings: Regular meetings of the board of directors may be held without notice. The person or persons calling a special meeting of the board of directors shall, at least five (5) days before the meeting, give notice of the meeting by any usual means of

communication, including by telephone, telegraph, teletype, mail, private carrier, facsimile transmission, or other form of wire or wireless communication. Such notice may be oral and need not specify the purpose for which the meeting is called.

SECTION 4. Waiver of Notice: Any director may waive notice of any meeting either before or after such meeting. Such waiver shall be in writing, signed by the director, and filed with the minutes or corporate records; provided. however, that a director’s attendance at or participation in a meeting waives any required notice to him unless the director at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

SECTION 5. Quorum: A majority of the directors fixed by these bylaws shall constitute a quorum for the transaction of business at any meeting of the board of directors.

SECTION 6. Manner of Acting: The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is required by the articles of incorporation or these bylaws.

SECTION 7. Presumption of Assent: A director of the Corporation who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (i) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; (ii) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) he files written notice of his dissent or abstention with the presiding officer of the meeting before its adjournment or with the Corporation immediately after adjournment of the meeting. This right of dissent or abstention is not available to a director who votes in favor of the action taken.

SECTION 8. Participation in Meetings: Any or all of the directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting.

SECTION 9. Action Without Meeting: Action which may be taken at a board of directors meeting may be taken without a meeting if the action is taken by all members of the board and is evidenced by one or more written consents signed by each director before or after such action, which describes the action taken and is included in the minutes or filed with the corporate records. Such action is effective when the last director signs the consent, unless the consent specifies a different effective date. A director’s consent to action taken without a meeting may be in electronic form and delivered by electronic means.

ARTICLE VI

OFFICERS

SECTION 1. Officers of the Corporation: The officers of the Corporation shall consist of a chairman of the board, chief executive officer, president, secretary, treasurer, and such vice presidents, assistant secretaries, assistant treasurers, and other officers as the board of directors may .from time to time appoint. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required.

SECTION 2. Appointment and Term: The officers of the Corporation shall be appointed by the board of directors. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors. Each officer shall hold office until his death, resignation, retirement, removal, disqualification or until his successor is appointed and qualifies. The appointment of an officer does not itself create contract rights for either the officer or the Corporation.

SECTION 3. Compensation of Officers: The compensation of officers of the Corporation shall be fixed by the board of directors. No officer shall receive compensation for serving the Corporation in any other capacity unless such additional compensation be authorized by the board of directors.

SECTION 4. Resignation and Removal: An officer may resign at any time by communicating his resignation to the Corporation. A resignation is effective when it is commm1icated unless it specifies in writing a later date. If a resignation is made effective as of a later date and the Corporation accepts the future effective date, the board of directors may fill the pending vacancy before the effective date if the board provides that the successor does not take office until the effective date. An officer’s resignation does not affect the Corporation’s contract rights, if any, with the officer. Any officer or agent appointed by the board of directors may be removed by the board at any time, with or without cause, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

SECTION 5. Bonds: The board of directors may by resolution require any officer, agent, or employee of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his respective office or position, and to comply with such other conditions as may from time to time be required by the board of directors.

SECTION 6. Chairman of the Board: The board of directors from time to time may appoint from their number a chairman of the board. The chairman of the board, if one is appointed, shall preside at all meetings of the board of directors and the shareholders and shall perform such other duties as may be prescribed from time to time by the board of directors. He shall have the authority to sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such documents or instruments shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation or shall be required by the Act to be otherwise signed or executed.

SECTION 7. Chief Executive Officer: The chief executive officer shall have general authority and supervision over the officers and employees of the Corporation, and shall perfom1 such other duties as may be prescribed fi-om time lo time by !ho board of directors. All officers shall report to him except to the extent specifically required by the board of directors. He shall consult with the chairman of the board and the president as to matters within the scope of the authority of the chairman of the board and the president. He shall have the authority to sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such contracts or instruments shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation, or shall be required by the Act to be otherwise signed or executed.

SECTION 8. President: The president shall be the chief operating officer of the Corporation and shall have general charge of the operation of the business of t11e Corporation. The president shall perform such duties and have such powers as the board of directors from time to time may assign. He shall have the authority to sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such contracts or instruments shell be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the Corporation, or shall be required by the Act to be otherwise signed or executed.

SECTION 9. Vice Presidents: In the absence of the president, the vice presidents in the order of their length of service as vice presidents, unless otherwise determined by the board of directors, shall perform the duties of the president, and when so acting shall have a)] the powers of and be subject to all the restrictions upon that office. Any vice president may sign certificates for shares, as well as any deeds, mortgages, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution of such documents or instruments shall be expressly delegated by the board of directors or these bylaws to some other officer or agent of the Corporation or shall be required by the Act to be otherwise signed or executed. A vice president shall perform such other duties as from time to time may be assigned to him by the chairman of the board, the chief executive officer, the president, or the board of directors.

SECTION 10. Secretary: The secretary shall: (i) keep the minutes of the meetings. of shareholders, of the board of directors, and of all committees of the board in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the seal of the corporation and see that the seal of the corporation is affixed to all documents the execution of which on behalf of the corporation under its seal is duly authorized; (iv) keep a register of the mailing address of each shareholder which shall be furnished to the secretary by such shareholder; (v) sign, with the chairman of the board, the chief executive officer, the president, or a vice president, certificates for shares, the issuance of which shall have been authorized by resolution of the board of directors; (vi) have general charge of the stock transfer books of the Corporation; (vii) keep or cause to be kept in the State of North Carolina at the Corporation’s principal office a record of the Corporation’s shareholders, giving the names and addresses of oil shareholders and the number and class of shares held by each, and prepare or cause to be prepared a shareholder list prior to each meeting of shareholders as required by the Act; (viii) maintain and authenticate the books and records of the Corporation; (ix) with the assistance of the treasurer end other officers, prepare and deliver to the Corporation’s shareholders such financial statements, notices, and reports as may be required by N.C. Gen. Stat. Sections 55-16-20 and 55-16-21 (or their successors); (x) prepare and file with the North Carolina Secretary of State the annual report required by N.C. Gen. Stat. Section 55-16-22 (or its successor); and (xi) in general perform all duties incident to the office of secret.my and such other duties as .from time to time may be assigned to him by the chairman of the board, the chief executive officer, the president or the board of directors.

SECTION 11. Assistant Secretaries: In the absence of the secretary, the assistant secretaries in the order of their length of service as assistant secretary, unless otherwise determined by the board of directors, shall perform the duties of the secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the secretary. They shall perform such other duties as may be assigned to them by the secretary, the chairman of the board, the chief executive officer, the president, or the board of directors. Any assistant secretary may sign, with the chairman of the board, the chief executive officer, the president or a vice president, certificates for shares.

SECTION 12. Treasurer: The treasurer shall be the chief financial officer of the Corporation end shall: (i) have charge and custody of and be responsible for all funds and securities of the Corporation; (ii) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in accordance with the provisions of Section 4 of Article VII; (iii) prepare, or cause to be prepared, an annual financial statement in accordance with Section 3 of Article IX; and (iv) in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the chairman of the board, the chief executive officer, the president or the board of directors. The treasurer may sign, with the chairman of the board, the chief executive officer, the president or a vice president, certificates for shares.

SECTION 13. Assistant Treasurers: In the absence of the treasurer, the assistant treasurers, in the order of their length of service as assistant treasurer, unless otherwise determined by the board of directors, shall perform the duties of the treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the treasurer. They shall perform such other duties as may be assigned to them by the treasurer, the chairman of the board, the chief executive officer, the president, or the board of directors. Any assistant treasurer may sign, with the chairman of the board, the chief executive officer, the president or a vice president, certificates for shares.

ARTICLE VII

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts: The board of directors may authorize any officer or agent to enter into any contract or to execute and deliver any instrument on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2. Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.

SECTION 3. Checks and Drafts: All checks, drafts or other orders for payment of money issued in the name of the Corporation shall be signed by such officers or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors.

SECTION 4. Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the board of directors shall direct.

ARTICLE VIII

CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares: Shares may, but need not, be represented by certificates. If certificates are issued, they shall be in such form as the board of directors shall determine; provided that, at a minimum, each certificate shall state on its face: (i) the name of the Corporation and that it is organized under the laws of North Carolina; (ii) the name of the person to whom issued; and (iii) the number and class of shares and tl1e designation of the series, if any, the certificate represents. If the Corporation issues certificates for shares of preferred stock, the designations, relative rights, preferences, end limitations applicable to that class, and the variations in rights, preferences, and limitations for each series within that class (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate; alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish the shareholder this information in writing and without charge. These certificates shall be signed, either manually or in facsimile, by the chairman of the board, the chief executive officer, the president, or any vice president, and the secretary or any assistant secretary, the treasurer or any assistant treasurer. They shall be consecutively numbered or otherwise identified and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.

SECTION 2. Transfer of Shares: Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record, by his legal representative (who shall furnish proper evidence of authority to transfer) or by his attorney (whose authority shall be evidenced by a power of attorney duly executed and filed with the secretary), and only upon surrender for cancellation of the certificates for such shares.

SECTION 3. Fixing Record Date: For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, lo demand a special meeting, to vote, to take any other action, or to receive payment, or for any other purpose, the board of directors may fix in advance a date as the record date for any such determination of shareholders, such record date in any case to be not more than seventy (70) days, and, in case of a meeting of shareholders, not less than ten (10) days, before the date on which the particular action requiring such determination of shareholders is to be taken.

When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to my adjournment of such meeting unless the board of directors fix.es n new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

SECTION 4. Lost Certificates: The board of directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing the issuance of a new certificate, the board of directors may require the claimant to give the Corporation a bond in such sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the board of directors may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring such a bond.

SECTION 5. Reacquired Shares: The Corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares.

ARTICLE IX

GENERAL PROVISIONS

SECTION 1. Distributions: The board of directors may from time to time declare, and the Corporation may make, distributions on its outstanding shares in the manner and subject to the terms and conditions provided by the Act and by the articles of incorporation.

SECTION 2. Seal: The corporate seal of the Corporation shall consist of two concentric circles between which is the name of the Corporation and in the center of which is inscribed “CORPORATE SEAL” or “SEAL,” and which shall have such other characteristics as the board of directors may determine.

SECTION 3. Records and Reports: All of the Corporation’s records shall be maintained in written form or in another form capable of conversion into written form within a reasonable time. The Corporation shall keep as permanent records minutes of all meetings of its incorporators, shareholders, and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors.

The Corporation shall keep a copy of the following records at its principal office: (i) the articles of incorporation and all amendments to them currently in effect; (ii) these bylaws and all amendments to them currently in effect; (iii) resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences, and limitations (if shares issued pursuant to t11ose resolutions are outstanding); (iv) the minutes of all meetings of shareholders and records of all actions taken by shareholders without a meeting during the past three years; (v) all written communications to shareholders generally within the past three years; (vi) the annual financial statements described below, prepared during the past three years; (vii) a list of the names and business addresses of its current directors and officers; and (viii) its most recent annual report delivered to the North Carolina Secretary of State.

The Corporation shall prepare and make available to its shareholders annual financial statements for the Corporation and its subsidiaries that: (i) includes a balance sheet as of the end of the fiscal year, an income statement for that year, end a statement of cash flows for the year; and (ii) is accompanied by either (x) a report of a public accountant on the annual financial statements, or (y) a statement by the treasurer stating his reasonable belief whether the annual financial statements were prepared on the basis of generally accepted accounting principles (and, if not, describing the basis of preparation) and describing any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. These annual financial statements, or a written notice of their availability, shall be mailed to each shareholder within 120 days after the close of each fiscal year of the Corporation. On written request from a shareholder who was not mailed the annual financial statements, the Corporation shall mail to him the latest such statements.

The Corporation shall also prepare and file with the North Carolina Secretary of State an annual report in such form as required by N.C. Gen. Stat. Section 55-16-22, or its successor.

SECTION 4. Indemnification: Any person who at any time serves or has served as a director or officer of the Corporation, or at the request of the Corporation is or was serving as an officer, director, agent, partner, ‘trustee, administrator, or employee for any other foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, shall be indemnified by the Corporation to the fullest extent from time to time permitted by law in the event he is made, or is threatened to be made, a party to any threatened, pending or completed civil, criminal, administrative, investigative or arbitrative action, suit or proceeding and any appeal therein (and any inquiry or investigation that could lead to such action, suit or proceeding), whether or not brought by or on behalf of the Corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity. In addition, the board may provide such indemnification for the employees and agents of the Corporation as it deems appropriate.

The rights of those receiving indemnification hereunder shall, lo the fullest extent from time to time permitted by law, cover (i) reasonable expenses, including without limitation all attorneys’ fees actually and necessarily incurred by him in connection with any such action, suit or proceeding, (ii) all reasonable payments made by him in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he may have become liable in such action, suit or proceeding; and (iii) all reasonable expenses incurred in enforcing the indemnification rights provided herein

Expenses incurred by anyone entitled to receive indemnification under this section in defending a proceeding may be paid by the Corporation in advance of the final disposition of such proceeding as authorized by the board of directors in the specific case or as authorized or required under any provisions in the bylaws or by any applicable resolution or contract upon receipt of an undertaking by or on behalf of the director to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation against such expenses.

The board of directors of the Corporation shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by this bylaw, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him.

Any person who at any time serves or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Any repeal or modification of these indemnification provisions shall not affect any rights or obligations existing at the time of such repeal or modification. The rights provided for herein shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this bylaw.

The rights granted herein shall not be limited by the provisions contained in N.C. Gen. Stat. Section 55-8-S1 (or its successor), provided, however, that the Corporation shall not indemnify or agree to indemnify a potential indemnitee against liability or expenses he may incur on account of his activities which were at the time taken known or believed by the potential indemnitee to be clearly in conflict with the best interests of the Corporation.

SECTION 5. Fiscal Year: The fiscal year of the Corporation shall be fixed by the board of directors.

SECTION 6. Amendments: (a)The board of directors may amend or repeal these bylaws, except to the extent otherwise provided in the articles of incorporation, a bylaw adopted by the shareholders, or the Act, and except that a bylaw adopted, amended or repealed by the shareholders may not be readopted, amended or repealed by the board of directors if neither of the articles of incorporation nor a bylaw adopted by the shareholders authorizes the board of directors to adopt, amend, or repeal that particular bylaw or the bylaws generally.

(b)    The Corporation’s shareholders may adopt, amend, alter, change, or repeal any of these bylaws consistent with the provisions of Section 10 of Article III.

(c)    A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (i) if originally adopted by the shareholders, only by the shareholders, unless the bylaw permits amendment or repeal by the board of directors; or (ii) if originally adopted by the board of directors, either by the shareholders or by the board of directors.

(d)    A bylaw referred to in Subsection (c) above: (i) may not be adopted by the board of directors by a vote of less than a majority of the directors then in office; and (ii) may not itself be amended by a quorum or vote of the directors less than the quorum or vote therein prescribed or prescribed by a bylaw adopted or amended by the shareholders.

(e)    A bylaw adopted or amended by the shareholders that fixes a greater voting or quorum requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

SECTION 7. Emergencies: In anticipation of or during an emergency, the board of directors may: (i) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (ii) relocate the principal office or designate alternative principal or regional offices, or authorize the officers to do so.

During an emergency: (i) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and (ii) one or more officers present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

SECTION 8. Severability: Should any provision of these bylaws become ineffective or be declared to be invalid for any reason, such provision shall be severable from the remainder of these bylaws and all other provisions of these bylaws shall continue to be in full force and effect.

ATTESTED:

/s/ John Russell	Dated: August 30, 2002
John S. Russell, Secretary

EX-4.8

Exhibit 4.8

AMENDED AND RESTATED INDENTURE

Dated as of December 19, 2023

among

IQVIA Inc., as Issuer,

the Guarantors party hereto

and

U.S. Bank Trust Company, National Association,

as Trustee and as Collateral Agent

5.700% SENIOR SECURED NOTES DUE 2028

CROSS-REFERENCE TABLE

Trust Indenture Act Section	Indenture Section
310 (a)(1)		7.10
(a)(2)		7.10
(a)(3)		N.A.
(a)(4)		N.A.
(a)(5)		7.10
(b)		7.03, 7.10
311(a)		7.12
(b)		7.12
312(a)		2.05
(b)		12.03
(c)		12.03
313(a)		7.06
(b)(1)		7.06
(b)(2)		7.06
(c)		7.06, 12.02
(d)		7.06
314(a)		4.03, 4.04
(b)		13.09
(c)(1)		12.04
(c)(2)		12.04
(c)(3)		N.A.
(d)		13.09
(e)		12.05
(f)		N.A.
315(a)		7.01
(b)		7.05, 12.02
(c)		7.01
(d)		7.01
(e)		6.13
316(a)(last sentence)		2.09
(a)(1)(A)		6.05
(a)(1)(B)		6.02, 6.04
(a)(2)		N.A.
(b)		6.14
(c)		1.05(e)
317(a)(1)		6.07
(a)(2)		6.11
(b)		2.04
318(a)		1.03, 12.01
(b)		N.A.
(c)		1.03, 12.01

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

-i-

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.	Definitions		1
SECTION 1.02.	Other Definitions		38
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act		39
SECTION 1.04.	Rules of Construction		40
SECTION 1.05.	Acts of Holders		41
SECTION 1.06.	Limited Condition Transactions		41
ARTICLE II
THE NOTES
SECTION 2.01.	Form and Dating; Terms		42
SECTION 2.02.	Execution and Authentication		43
SECTION 2.03.	Registrar, Transfer Agent and Paying Agent		44
SECTION 2.04.	Paying Agent Provisions		44
SECTION 2.05.	Holder Lists		45
SECTION 2.06.	Transfer and Exchange		45
SECTION 2.07.	Replacement Notes		54
SECTION 2.08	Outstanding Notes		54
SECTION 2.09.	Treasury Notes		54
SECTION 2.10.	Temporary Notes		55
SECTION 2.11.	Cancellation		55
SECTION 2.12.	Defaulted Interest		55
SECTION 2.13.	CUSIP and/or ISIN Numbers		55
ARTICLE III
REDEMPTION
SECTION 3.01.	Notices to Trustee		56
SECTION 3.02.	Selection of Notes to Be Redeemed		56
SECTION 3.03.	Notice of Redemption		56
SECTION 3.04.	Effect of Notice of Redemption		57
SECTION 3.05.	Deposit of Redemption Price		58
SECTION 3.06.	Notes Redeemed in Part		58
SECTION 3.07.	Optional Redemption		58
SECTION 3.08.	Mandatory Redemption		59

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		Page
ARTICLE IV
COVENANTS
SECTION 4.01.	Payment of Notes		59
SECTION 4.02.	Maintenance of Office or Agency		59
SECTION 4.03.	Reports and Other Information		60
SECTION 4.04.	Compliance Certificate		62
SECTION 4.05.	Stay, Extension and Usury Laws		63
SECTION 4.06.	Company Existence		63
SECTION 4.07.	Offer to Repurchase Upon Change of Control Triggering Event		63
SECTION 4.08.	Limitation on Liens		65
SECTION 4.09.	Limitation on Sale and Lease-Back Transactions		65
SECTION 4.10.	Exempted Transactions		66
SECTION 4.11.	Additional Subsidiary Guarantees		66
SECTION 4.12.	After-Acquired Property		66
SECTION 4.13.	Post-Closing Covenant		67
ARTICLE V
SUCCESSORS
SECTION 5.01.	Merger, Consolidation or Sale of All or Substantially All Assets		67
SECTION 5.02.	Successor Person Substituted		68
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01.	Events of Default		68
SECTION 6.02.	Acceleration		70
SECTION 6.03.	Other Remedies		71
SECTION 6.04.	Waiver of Past Defaults		71
SECTION 6.05.	Control by Majority		71
SECTION 6.06.	Limitation on Suits		72
SECTION 6.07.	Collection Suit by Trustee		72
SECTION 6.08.	Restoration of Rights and Remedies		72
SECTION 6.09.	Rights and Remedies Cumulative		72
SECTION 6.10.	Delay or Omission Not Waiver		72
SECTION 6.11.	Trustee May File Proofs of Claim		73
SECTION 6.12.	Priorities		73
SECTION 6.13.	Undertaking for Costs		73
ARTICLE VII
TRUSTEE
SECTION 7.01.	Duties of Trustee		74
SECTION 7.02.	Rights of Trustee		75
SECTION 7.03.	Individual Rights of Trustee		76
SECTION 7.04.	Trustee’s Disclaimer		77
SECTION 7.05.	Notice of Defaults		77
SECTION 7.06.	[Reserved]		77
SECTION 7.07.	Compensation and Indemnity		77
SECTION 7.08.	Replacement of Trustee		78
SECTION 7.09.	Successor Trustee by Merger, etc.		79
SECTION 7.10.	Eligibility; Disqualification		79
SECTION 7.11.	Intercreditor Agreements and Security Documents		79

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		Page
ARTICLE VIII
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
SECTION 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance		80
SECTION 8.02.	Legal Defeasance and Discharge		80
SECTION 8.03.	Covenant Defeasance		81
SECTION 8.04.	Conditions to Legal or Covenant Defeasance		81
SECTION 8.05.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions		83
SECTION 8.06.	Repayment to Issuer		83
SECTION 8.07.	Reinstatement		83
ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER
SECTION 9.01.	Without Consent of Holders		84
SECTION 9.02.	With Consent of Holders		85
SECTION 9.03.	[Reserved]		87
SECTION 9.04.	Revocation and Effect of Consents		87
SECTION 9.05.	Notation on or Exchange of Notes		87
SECTION 9.06.	Trustee and the Collateral Agent to Sign Amendments, etc.		88
ARTICLE X
GUARANTEES
SECTION 10.01.	Guarantee		88
SECTION 10.02.	Limitation on Guarantor Liability		89
SECTION 10.03.	Execution and Delivery		90
SECTION 10.04.	Subrogation		90
SECTION 10.05.	Benefits Acknowledged		90
SECTION 10.06.	Release of Guarantees		90
ARTICLE XI
SATISFACTION AND DISCHARGE
SECTION 11.01.	Satisfaction and Discharge		91
SECTION 11.02.	Application of Trust Money		92

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		Page
ARTICLE XII
MISCELLANEOUS
SECTION 12.01.	Trust Indenture Act Controls		93
SECTION 12.02.	Notices		93
SECTION 12.03.	[Reserved]		94
SECTION 12.04.	Certificate and Opinion as to Conditions Precedent		94
SECTION 12.05.	Statements Required in Certificate or Opinion		94
SECTION 12.06.	Rules by Trustee and Agents		95
SECTION 12.07.	No Personal Liability of Directors, Officers, Employees and Stockholders		95
SECTION 12.08.	Governing Law		95
SECTION 12.09.	Waiver of Jury Trial		95
SECTION 12.10.	Force Majeure		95
SECTION 12.11.	No Adverse Interpretation of Other Agreements		95
SECTION 12.12.	Successors		95
SECTION 12.13.	Severability		95
SECTION 12.14.	Counterpart Originals		96
SECTION 12.15.	Table of Contents, Headings, etc.		96
SECTION 12.16.	Qualification of Indenture		96
SECTION 12.17.	USA PATRIOT Act		96
ARTICLE XIII
COLLATERAL
SECTION 13.01.	The Collateral		96
SECTION 13.02.	Further Assurances		98
SECTION 13.03.	Release of Collateral		98
SECTION 13.04.	Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents		99
SECTION 13.05.	Appointment and Authorization of U.S. Bank Trust Company, National Association as Collateral Agent		100
SECTION 13.06.	Collateral Accounts		101
SECTION 13.07.	Resignation of Collateral Agent		101
SECTION 13.08.	Junior Priority Intercreditor Agreements		101

EXHIBITS

Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

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AMENDED AND RESTATED INDENTURE, dated as of December 19, 2023, among IQVIA Inc., a Delaware corporation, each Guarantor (as defined herein) and U.S. Bank Trust Company, National Association, as Trustee and as Collateral Agent.

W I T N E S S E T H

WHEREAS, the Issuer (as defined herein) has duly authorized the issuance of $750,000,000 aggregate principal amount of 5.700% Senior Secured Notes due 2028 issued on May 23, 2023 (the “Initial Notes”); and

WHEREAS, the Issuer and each of the Guarantors have duly authorized the execution and delivery of this Indenture (as defined herein).

NOW, THEREFORE, each party hereto agrees as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein).

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A attached hereto, with such applicable legends as are provided herein, and having the “Schedule of Exchanges of Interests in the Global Note” attached thereto, deposited with the Notes Custodian and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“2016 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the 2016 Transactions.

“2016 Transactions” means, collectively, (i) the IMS-Quintiles Merger, (ii) the termination of that certain Credit Agreement, dated as of May 12, 2015, by and among Quintiles Corp, the lenders party thereto, J.P. Morgan Chase Bank, N.A. as administrative agent, swing line lender and L/C issuer, Morgan Stanley Senior Funding, Inc., as swing line lender and L/C issuer and Barclays Bank PLC, as L/C issuer and the termination of the liens in respect thereof and (iii) the other transactions contemplated thereby.

“2023 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the 2023 Transactions.

“2023 Transactions” means, collectively, (i) the issuance of the Initial Notes on the Issue Date, (ii) the issuance of the Senior 6.500% Notes due 2030 on the Issue Date and (iii) the payment of all fees and expenses associated with the foregoing.

“After-Acquired Property” means property (other than Excluded Property) acquired by the Issuer or a Guarantor after the Issue Date that is not automatically subject to a perfected security interest under the Security Documents, which the Issuer or such Guarantor will provide a Lien over such property (or, in the case of a new Guarantor, such of its property) in favor of the Collateral Agent, subject to exceptions set forth in this Indenture, the Intercreditor Agreements or the Security Documents; provided that, while any obligations under the Senior Credit Facilities are outstanding, After-Acquired Property shall only be Collateral that is pledged to secure the obligations under the Senior Credit Facilities (including property of a Person that becomes a new Guarantor) after the date of this Indenture.

“Additional Interest” means the Additional Interest payable as a consequence of the failure to effectuate in a timely manner the exchange offer and/or shelf registration, as defined and set forth in the Registration Rights Agreement.

“Additional Notes” means additional Notes (other than the Initial Notes and Exchange Notes issued in exchange for such Initial Notes) issued under this Indenture in accordance with Section 2.02 hereof, as part of the same series as the Initial Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, co-registrar, Transfer Agent, co-transfer agent or Paying Agent or additional paying agent.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary.

“Attributable Indebtedness” means, with respect to any Sale and Lease-Back Transaction, at the time of determination, the lesser of (1) the sale price of the property so leased multiplied by a fraction the numerator of which is the remaining portion of the base term of the lease included in such transaction and the denominator of which is the base term of such lease, and (2) the total obligation (discounted to the present value at the implicit interest factor, determined in accordance with GAAP, included in the rental payments) of the lessee for rental payments (other than amounts required to be paid on account of property taxes as well as maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the base term of the lease included in such transaction. Notwithstanding the foregoing, if such Sale and Lease-Back Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligation.”

“August 2019 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the August 2019 Transactions.

“August 2019 Transactions” means, collectively, (i) the issuance of the Senior 2.250% Notes due 2028, (ii) the satisfaction and discharge of the Senior 4.875% Notes and (iii) the payment of all fees and expenses associated with the foregoing.

“Bankruptcy Law” means Title 11, U.S. Code, as amended, or any similar federal or state law for the relief of debtors.

“Board of Directors” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Issuer.

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“Book-Entry Interest” means a beneficial interest in a Global Note held by or through a Participant.

“Business Day” means each day which is not a Legal Holiday.

“Canadian Dollars” means Canadian dollars, the lawful currency of Canada.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock or shares in the capital of such corporation;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that all obligations of any Person that would be characterized as operating lease obligations in accordance with GAAP without giving effect to Accounting Standards Codification Topic No. 842, Leases (whether or not such operating lease obligations were in effect on the Issue Date) shall be accounted for as operating lease obligations (and not as Capitalized Lease Obligations or Indebtedness) for purposes of this Indenture regardless of the effectiveness of Accounting Standards Codification Topic No. 842, Leases, or any other change in GAAP following the Issue Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations.

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.

“Captive Insurance Subsidiary” means any Subsidiary of the Issuer that is subject to regulation as an insurance company (or any Subsidiary thereof).

“Cash Equivalents” means:

(a) Dollars;

(b)

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(1) Euros, Yen, Canadian Dollars, Sterling, Swiss Francs or any national currency of any Participating Member State of the EMU;

(2) in the case of any Foreign Subsidiary that is a Restricted Subsidiary or any jurisdiction in which the Issuer or any of its Restricted Subsidiaries conducts business, such local currencies held by it from time to time in the ordinary course of business and not for speculation;

(c) readily marketable direct obligations issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(d) certificates of deposit, time deposits and eurodollar time deposits with maturities of two years or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding two years and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the Dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(e) repurchase obligations for underlying securities of the types described in clauses (c) and (d) above or clause (g) below entered into with any financial institution meeting the qualifications specified in clause (d) above;

(f) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Issuer) and in each case maturing within 24 months after the date of acquisition;

(g) marketable short-term money market and similar liquid funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Issuer);

(h) readily marketable direct obligations issued by (i) any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof or (ii) any foreign government or any political subdivision or public instrumentality thereof; provided, that each such readily marketable direct obligations shall have an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Issuer) with maturities of 24 months or less from the date of acquisition;

(i) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Issuer); and

(j) investment funds investing substantially all of their assets in securities of the types described in clauses (a) through (i) above.

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In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (j) (other than clause (h)(ii) above) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (j) and in this paragraph.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those specified in clauses (a) and (b) above, provided that such amounts are converted into any currency listed in clause (a) or (b) above as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts.

“Cash Management Services” means any agreement or arrangement to provide cash management services, including treasury, depository, overdraft, credit card processing or credit or debit card, purchase card, electronic funds transfer (including automated clearing house fund transfer services) and other cash management arrangements.

“Change of Control” means the occurrence of any of the following after the Issue Date:

(1) the sale, lease, transfer, conveyance or other disposition in one or a series of related transactions (other than by merger, consolidation or amalgamation) of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person;

(2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by (A) any Person or (B) Persons that are together a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, amalgamation, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50.0% or more of the total voting power of the Voting Stock of the Issuer directly or indirectly through any of its direct or indirect parent holding companies, other than in each case, in connection with any transaction or series of transactions in which the Issuer shall become the Wholly-Owned Subsidiary of a Parent Company; or

(3) the Issuer ceases to be a direct Wholly-Owned Subsidiary of Holdings.

“Change of Control Triggering Event” means the occurrence of: (1) if on the earlier of (a) the date of the first public announcement of a Change of Control or of the Issuer’s intention to effect such Change of Control and (b) the occurrence of such Change of Control, the Notes have an Investment Grade Rating from both Rating Agencies, (i) a Change of Control that is accompanied or followed by a downgrade of the Notes within the Ratings Decline Period for such Change of Control by both Rating Agencies and (ii) each Rating Agency’s rating of the Notes on any day during such Ratings Decline Period for such Change of Control is below the rating by such Rating Agency in effect immediately preceding the first public announcement of the Change of Control (or the occurrence thereof if such Change of Control occurs prior to the first public announcement thereof); provided, however, that a downgrade of the Notes by the applicable Rating Agency will not be deemed to have occurred in respect of a Change of Control (and thus will not be deemed a downgrade for purposes of this definition) if such Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Issuer or the Trustee in writing at the request of the Issuer that the reduction was the result, in whole or in part,

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of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of such downgrade) or (2) if the Notes do not have an Investment Grade Rating from both Rating Agencies, a Change of Control. No Change of Control Triggering Event will be deemed to have occurred in connection with a Change of Control until such Change of Control has been consummated.

“Collateral” means all assets and properties, tangible or intangible, now existing or hereafter acquired that are subject or purported to be subject to a Lien in favor of the Collateral Agent to secure the Obligations under the Notes, the Guarantees, this Indenture and the Security Documents.

“Collateral Agent” means U.S. Bank Trust Company, National Association, in its capacity as “Collateral Agent” under this Indenture and the Security Documents and any successor or replacement thereto in such capacity.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Bank as having a constant maturity comparable to the remaining term of the Notes to be redeemed (assuming that such Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes (assuming that such Notes matured on the Par Call Date).

“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Bank obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense of such Person and its Restricted Subsidiaries, including, the amortization of intangible assets, deferred financing fees, debt issuance costs, commissions, fees and expenses and amortization of Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, made (less net payments, if any, received), pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (q) any prepayment premium or penalty, (r) annual agency fees paid to the administrative agents and collateral agents under any Credit Facilities, (s) costs associated with obtaining Hedging Obligations and breakage costs in respect of Hedging Obligations related to interest rates, (t) any expense resulting from the discounting of any indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting in connection with the 2016 Transactions or any acquisition (or purchase of assets), (u) penalties

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and interest related to taxes, (v) any “additional interest” or “liquidated damages” with respect to other securities, (w) amortization or expensing of deferred financing fees, amendment and consent fees, debt issuance costs, commissions, fees and expenses, (x) any amortization or expensing of bridge, commitment and other financing fees and any other fees related to the 2016 Transactions, the September 2017 Transactions, the May 2019 Transactions, the August 2019 Transactions, the June 2020 Transactions, the March 2021 Transactions, the 2023 Transactions or any acquisitions (or purchases of assets) after the Issue Date, (y) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Facility and (z) any accretion of accrued interest on discounted liabilities (other than Indebtedness except to the extent arising from the application of purchase accounting)); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income of such Person and its Restricted Subsidiaries for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any net after-tax effect of extraordinary, non-recurring or unusual gains or losses, charges or expenses (including relating to any multi-year strategic initiatives), the 2016 Transaction Expenses, the September 2017 Transaction Expenses, the May 2019 Transaction Expenses, the August 2019 Transaction Expenses, the June 2020 Transaction Expenses, the March 2021 Transaction Expenses, the 2023 Transaction Expenses, restructuring costs and reserves, duplicative running costs, relocation costs, expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, Public Company Costs, facility consolidation and closing costs, severance costs and expenses, one-time compensation charges, costs relating to pre-opening and opening costs for facilities, signing, retention or completion bonuses, executive recruiting costs, costs incurred in connection with any strategic initiatives, transition costs, costs incurred in connection with non-ordinary course product and intellectual property development, costs incurred in connection with acquisitions (or purchases of assets) prior to or after the Issue Date (including integration costs), other business optimization expenses (including costs and expenses relating to business optimization programs, and new systems design, retention charges, system establishment costs and implementation costs and project start-up costs), accruals and reserves, operating expenses attributable to the implementation of cost-savings initiatives, consulting fees and curtailments and modifications to pension and post-retirement employee benefit plans shall be excluded;

(2) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance with GAAP, shall be excluded;

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(3) any net after-tax effect of gains or losses on disposal, abandonment (including asset retirement costs) or discontinuance of disposed, abandoned or discontinued operations, as applicable, shall be excluded;

(4) any net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded;

(5) the Net Income for such period of any Person that is an Unrestricted Subsidiary shall be excluded; provided that Consolidated Net Income of a Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Restricted Subsidiary thereof in respect of such period;

(6) [reserved];

(7) effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items) attributable to the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the 2016 Transactions or any consummated acquisition or joint venture investment or the amortization or write-off or write-down of any amounts thereof, net of taxes, shall be excluded;

(8) any net after-tax effect of income (loss) from the early extinguishment or conversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative instruments shall be excluded;

(9) any impairment charge or asset write-off or write-down in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;

(10) any equity-based or non-cash compensation charge or expense, including any such charge or expense arising from grants of stock appreciation, equity incentive programs or similar rights, stock options, restricted stock or other rights to, and any cash charges associated with the rollover, acceleration, or payout of Equity Interests by management of such Person or of a Restricted Subsidiary or any of its direct or indirect parent companies in connection with the 2016 Transactions, shall be excluded;

(11) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to the offering and issuance of the Notes, the Existing Senior Notes and the syndication and incurrence of any Credit Facilities), issuance of Equity Interests, recapitalization, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the Notes, the Existing Senior Notes and other securities and any Credit Facilities) and including, in each case, any such transaction whether consummated on, after or prior to the Issue Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt, the effects of expensing all transaction related expenses in accordance with Accounting Standards Codification Topic No. 805, Business Combinations), shall be excluded;

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(12) accruals and reserves that are established or adjusted within twelve months after the Issue Date that are so required to be established or adjusted as a result of the 2016 Transactions (or within twelve months after the closing of any acquisition that are so required to be established as a result of such acquisition) in accordance with GAAP shall be excluded;

(13) any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period), shall be excluded;

(14) any noncash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718, Compensation—Stock Compensation or Accounting Standards Codification Topic 505-50, Equity-Based Payments to Non-Employees, shall be excluded; and

(15) the following items shall be excluded:

(a) research and development expenses and charges to the extent expensed; and

(b) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments.

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets.

“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the 2016 Transactions or any acquisition), consisting only of Indebtedness for borrowed money, Capitalized Lease Obligations, debt obligations evidenced by bonds, notes, debentures, promissory notes or similar instruments and guarantees of Indebtedness of such types of a third Person; provided that Consolidated Total Debt shall not include Indebtedness in respect of (i) any Qualified Securitization Facility, (ii) any letter of credit, except to the extent of obligations in respect of drawn standby letters of credit which have not been reimbursed within three (3) Business Days and (iii) Hedging Obligations, except any unpaid termination payments thereunder. The U.S. dollar-equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the U.S. dollar-equivalent principal amount of such Indebtedness.

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“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Controlled Investment Affiliate” means, as to any Person, any other Person, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Issuer and/or other companies.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuer.

“Credit Agreement” means that certain Fifth Amended and Restated Credit Agreement, dated as of August 25, 2021 (as amended by Amendment No. 1, dated as of June 16, 2022, Amendment No. 2, dated as of April 17, 2023, and as further amended, restated, supplemented or otherwise modified from time to time as permitted by the Intercreditor Agreements), among the Issuer, Holdings, IQVIA RDS Inc., a North Carolina corporation, IQVIA AG, a Swiss corporation, IQVIA Solutions Japan K.K., a Japanese stock corporation (kabushiki kaisha), the Senior Credit Facilities Agent, and the lenders and other entities party thereto.

“Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities or other financing arrangements (including commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper facilities that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding, supplemental or refinancing facility, arrangement or indenture that increases the amount permitted to be borrowed or issued thereunder or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

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“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A attached hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, DTC, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than for any Qualified Equity Interests or solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for any Qualified Equity Interests or solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, that if such Capital Stock is issued to any plan for the benefit of future, current or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferee thereof) of the Issuer or its Subsidiaries or any direct or indirect parent company of the Issuer or by any such plan to such employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferee thereof), such Capital Stock shall not constitute Disqualified Stock solely because it may be redeemable or subject to repurchase by the Issuer or its Subsidiaries pursuant to any such plan or agreement or in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability; provided, further, that any Capital Stock held by any future, current or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferee thereof) of the Issuer, any of its Subsidiaries, any of its direct or indirect parent companies or any other entity in which the Issuer or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the Board of Directors (or the compensation committee thereof), in each case pursuant to any stock subscription or shareholders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries or in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability.

“Dollar” or “$” means the lawful money of the United States of America.

“Domestic Subsidiary” means any Restricted Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia. For the avoidance of doubt, for purposes of this Indenture, the Security Documents and the First Lien Intercreditor Agreement, neither IQVIA Solutions Japan K.K. nor IQVIA Services Japan K.K. shall be considered a Domestic Subsidiary.

“DTC” means The Depository Trust Company.

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“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period:

(1) increased (without duplication) by the following, in each case (other than in the case of clauses (g) and (j)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period:

(a) provision for taxes based on income or profits or capital, including federal, state, franchise, property, excise and similar taxes and foreign withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations) and the net tax expense associated with any adjustments made pursuant to clauses (1) through (15) of the definition of “Consolidated Net Income”; plus

(b) Fixed Charges for such period (including (x) net losses under Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) bank fees and other deferred financing fees, and (z) costs of surety bonds in connection with financing activities, plus amounts excluded from Consolidated Interest Expense as set forth in clauses (1)(q) through (z) in the definition thereof); plus

(c) Consolidated Depreciation and Amortization Expense for such period; plus

(d) any other non-cash charges, including any write-offs or write-downs reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) the Issuer may determine not to add back such non-cash charge in the current period and (B) to the extent the Issuer does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(e) the amount of any reductions in arriving at Net Income resulting from the application of Accounting Standards Codification Topic No. 810, Consolidation; plus

(f) the amount of management, monitoring, consulting, transaction, advisory and other fees (including termination fees) and indemnities and expenses paid or accrued in such period to the Persons with an equity interest in the Issuer or its direct or indirect parent companies; plus

(g) the amount of “run rate” net cost savings, synergies and operating expense reductions (other than any of the foregoing related to Specified Transactions) projected by the Issuer in good faith to result from actions taken, committed to be taken or with respect to which substantial steps have been taken or are expected in good faith to be taken no later than twenty-four (24) months after the end of such period (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of the period for which EBITDA is being determined and if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided, that such cost savings, operating expense reductions and synergies are reasonably identifiable and factually supportable (it is understood and agreed that “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken); plus

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(h) the amount of loss on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization Facility; plus

(i) any costs or expense incurred pursuant to any management equity plan, stock option plan or any other management or employee benefit plan, agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of such Person or net cash proceeds of an issuance of Equity Interests of such Person (other than Disqualified Stock); plus

(j) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(k) any net loss from disposed, abandoned or discontinued operations (excluding held-for-sale discontinued operations until actually disposed of); plus

(l) Specified Legal Expenses; and

(2) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:

(a) non-cash gains increasing Consolidated Net Income for such period, excluding any non-cash gains that represent the reversal of an accrual or reserve for any anticipated cash charges in any prior period (other than any such accrual or reserve that has been added back to Consolidated Net Income in calculating EBITDA in accordance with this definition); plus

(b) any non-cash gains with respect to cash actually received in a prior period unless such cash did not increase EBITDA in such prior period; plus

(c) any net income from disposed, abandoned or discontinued operations (excluding held-for-sale discontinued operations until actually disposed of); and

(3) increased (by losses) or decreased (by gains), as applicable, by the following, without duplication, in each case, except for the adjustments set forth in the proviso to this clause (3), to the extent included in computing Consolidated Net Income for such period:

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Accounting Standards Codification Topic No. 815, Derivatives and Hedging;

(b) any net gain or loss resulting in such period from a sale of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Facility;

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(c) any realized or unrealized gains or losses in such period from (i) balance sheet currency translation, (ii) currency translation of assets or liabilities that are not denominated in the functional currency of a Person into the functional currency of that Person and (iii) Hedging Obligations that are designated by a Person as a hedge of an asset or liability in clause (c)(i) or (ii); and

(d) any adjustments resulting from the application of Accounting Standards Codification Topic No. 460, Guarantees, or any comparable regulation;

provided that, notwithstanding the foregoing, EBITDA shall include (without duplication) (i) any net realized gain or loss from any Hedging Obligations accounted for as cash flow hedges of intercompany royalties and (ii) any net realized gain or loss from any Hedging Obligations that are designated by the Issuer as EBITDA hedges, except to the extent any such Hedging Obligations are terminated by such Person prior to their scheduled maturity.

“EMU” means the economic and monetary union as contemplated in the Treaty on European Union.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities); but excluding from the foregoing any debt securities convertible into Equity Interests, whether or not such debt securities include any right of participation with Equity Interests.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-4 or Form S-8; or

(2) issuances to any Subsidiary of the Issuer.

“Euros” means the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means any Notes issued in connection with an Exchange Offer pursuant to Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

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“Excluded Accounts” means any deposit account or securities account used exclusively as (a) payroll and other employee wage and benefit accounts, (b) tax accounts, including sales tax accounts, (c) escrow, fiduciary or trust accounts, (d) zero balance accounts and (e) the funds or other property held in or maintained in any such account identified in clauses (a) through (d).

“Excluded Property” means:

(1) any fee-owned real property (other than Material Real Property) and any leasehold rights and interests in real property (including landlord waivers, estoppels and collateral access letters);

(2) motor vehicles, aircraft and other assets subject to certificates of title;

(3) letter of credit rights, except (A) to the extent constituting support obligations for other Collateral as to which perfection of the security interest granted by the Issuer or a Guarantor in such other Collateral is accomplished solely by the filing of a UCC financing statement or the equivalent filing in the applicable jurisdiction or (B) to the extent not requiring any perfection steps (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement or the equivalent filing in the applicable jurisdiction);

(4) commercial tort claims where the amount of damages claimed by the Issuer or any Guarantor does not exceed $25,000,000;

(5) any governmental or regulatory licenses, federal, state or local franchises, certificates, charters, consents and authorizations, in each case, to the extent that the grant (or perfection) of a security interest therein, or the assignment thereof, is prohibited or restricted thereby or under applicable Laws (including, without limitation, rules and regulations of any Governmental Authority or agency) or would require governmental consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained), other than to the extent such prohibition, limitation or restriction is ineffective under the applicable anti-assignment provisions of the UCC or other applicable Law;

(6) any particular asset or right under contract if the pledge thereof or the security interest therein (A) is prohibited or restricted by applicable Law (including any requirement to obtain the consent of any Governmental Authority or third party), other than to the extent such prohibition is rendered ineffective by the applicable anti-assignment provisions of the UCC or other applicable Law or (B) to the extent and for as long as it would violate the terms of any written agreement, license, lease or similar arrangement with respect to such asset or would require consent, approval, license or authorization (other than such consent, approval, license or authorization of the Issuer or any Guarantor or which has been obtained) (in each case, after giving effect to the relevant anti-assignment provisions of the UCC or other applicable Law) or would give rise to a termination right pursuant to any “change of control” or other similar provision under such written agreement, license or lease (except to the extent such provision is overridden by the applicable anti-assignment provisions UCC or other applicable Laws), in each case, (a) excluding any such written agreement that relates to Credit Agreement Refinancing Indebtedness (as defined in the Senior Credit Facilities) and (b) only to the extent that such limitation on such pledge or security interest is otherwise permitted pursuant to the Credit Agreement and not prohibited by this Indenture;

(7) (1) Margin Stock, (2) Equity Interests in any Person other than IQVIA RDS Inc. or any wholly owned Material Subsidiary directly owned by the Issuer or any Guarantor, but only to the extent (x) the organization documents or other agreement with respect to the Equity Interests of such Person with other equity holders (other than any such agreement

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where all of the equity holders party thereto are the Issuer or a Guarantor) do not permit or restrict the pledge of such Equity Interests or (y) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to the Issuer or any Guarantor or such Person, (3) Equity Interests in any wholly owned Material Foreign Subsidiary that is directly owned by the Issuer or any Guarantor in excess of 66% of such Material Foreign Subsidiary’s issued and outstanding Equity Interests, (4) any Equity Interests of any Subsidiary of a Foreign Subsidiary (other than a Swiss Subsidiary (as defined in the First Lien Intercreditor Agreement) of IQVIA AG), (5) Equity Interests of any Unrestricted Subsidiary, any special purpose securitization vehicle (or similar entity), including any Securitization Subsidiary, any Captive Insurance Subsidiary, any not-for-profit Subsidiary, and (6) Equity Interests in IQVIA Government Solutions Inc.;

(8) any contract, lease, instrument, license or other document or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such contract, lease, instrument, license or other document or purchase money or similar arrangement or create a right of termination in favor of any other party thereto (other than the Issuer or a Guarantor), after giving effect to the applicable anti-assignment provisions of the UCC, or violate any applicable Law (or would require governmental approval, consent or authorization (after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other equivalent Law)), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable Laws notwithstanding such prohibition;

(9) the creation or perfection of pledges of, or security interests in, any property or assets that would result in material adverse tax consequences to Holdings, the Issuer or any of its Subsidiaries, as reasonably determined by the Issuer in consultation with the Senior Credit Facilities Agent;

(10) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable Law;

(11) particular assets if and for so long as, in the reasonable judgment of the Senior Credit Facilities Agent in consultation with the Issuer, the cost, burden or consequences (including adverse tax consequences) of creating or perfecting such pledges or security interest in such assets or obtaining title insurance, surveys, abstracts or appraisals in respect of such assets exceed the practical benefits to be obtained by the Holders therefrom,

(12) cash and Cash Equivalents (other than (A) proceeds of Collateral as to which perfection of the security interest granted in such proceeds by the Issuer or any Guarantor is accomplished solely by the filing of a UCC financing statement or the equivalent filing in the applicable jurisdiction or (B) to the extent not requiring any perfection steps), deposit and other bank and securities accounts (including securities entitlements and related assets) (in each case, other than (A) proceeds of Collateral held in such accounts as to which perfection of the security interest granted by the Issuer or any Guarantor in such proceeds is accomplished solely by the filing of a UCC financing statement or the equivalent filing in the applicable jurisdiction or (B) to the extent not requiring any perfection steps); and

(13) Excluded Accounts;

provided, however, that Excluded Property shall not include any proceeds, substitutions or replacements of any Excluded Property referred to in clauses (1) through (13) (unless such proceeds, substitutions or replacements would independently constitute Excluded Property referred to in clauses (1) through (13)).

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“Existing Senior Notes” means, collectively, the Senior 1.750% Notes, the Senior 2.250% Notes due 2028, the Senior 2.250% Notes due 2029, the Senior 2.875% Notes due 2025, the Senior 2.875% Notes due 2028, the Senior 5.000% Notes due 2026, the Senior 5.000% Notes due 2027 and the Senior 6.500% Notes due 2030.

“fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Issuer in good faith.

“Financial Officer” means the Chief Financial Officer, the Treasurer or other financial officer of the Issuer, as applicable.

“First Lien Intercreditor Agreement” mans that certain First Lien Intercreditor Agreement dated as of May 23, 2023, by and among, Holdings, the Issuer, the other Grantors (as defined therein), Bank of America, N.A., as Credit Agreement Collateral Agent and Authorized Representative (each as defined therein), the Trustee as Initial Additional Authorized Representative, the Collateral Agent as Initial Additional Collateral Agent, and the other representatives and collateral agents from time to time party thereto, as amended, restated, supplemented or otherwise modified from time to time.

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Issuer that is not a Domestic Subsidiary.

“Funded Debt” means any Indebtedness for money borrowed (other than in connection with a Qualified Securitization Facility), whether created, issued, incurred, assumed or guaranteed, that would, in accordance with GAAP, be classified as long-term debt, but in any event including all Indebtedness for money borrowed, whether secured or unsecured, maturing more than one year, or extendible at the option of the obligor to a date more than one year, after the date of determination thereof (excluding any amount thereof included in current liabilities other than Indebtedness incurred under a revolving credit facility).

“GAAP” means (1) generally accepted accounting principles in the United States of America which are in effect on the Issue Date but without giving effect to Accounting Standards Codification Topic No. 842, Leases or (2) after the Issue Date, if elected by the Issuer by written notice to the Trustee in connection with the delivery of financial statements and information, the accounting standards and interpretations (“IFRS”) adopted by the International Accounting Standard Board, as in effect on the first date of the period for which the Issuer is making such election; provided, that (a) any such election once made shall be irrevocable, (b) all financial statements and reports required to be provided after such election pursuant to this Indenture shall be prepared on the basis of IFRS, (c) from

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and after such election, all ratios, computations and other determinations based on GAAP contained in this Indenture shall be computed in conformity with IFRS and (d) in connection with the delivery of financial statements (x) for any of its first three financial quarters of any financial year, it shall restate its consolidated interim financial statements for such interim financial period and the comparable period in the prior year to the extent previously prepared in accordance with GAAP as in effect on the Issue Date and (y) for delivery of audited annual financial information, it shall provide consolidated historical financial statements prepared in accordance with IFRS for the prior most recent fiscal year to the extent previously prepared in accordance with GAAP as in effect on the Issue Date.

“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, a 144A Global Note and a Regulation S Global Note.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, local or otherwise, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business or consistent with industry practice), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under this Indenture and the Notes.

“Guarantor” means Holdings and each Restricted Subsidiary of the Issuer, if any, that Guarantees the Notes in accordance with the terms of this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer, modification or mitigation of interest rate, currency or commodity risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Holdings” means IQVIA Holdings Inc., a Delaware corporation.

“Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

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“IMS Health Holdings” means IMS Health Holdings, Inc., a Delaware corporation.

“IMS-Quintiles Merger” means, collectively, the merger of IMS Health Holdings with and into Quintiles Holdings, the merger of Healthcare Technology Intermediate Holdings, LLC with and into Quintiles Holdings immediately thereafter, and the merger of Quintiles Corp with and into the Issuer.

“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations) due more than twelve months after such property is acquired, except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business or consistent with industry practice, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid within thirty (30) days after becoming due and payable or (iii) accruals for payroll and other liabilities accrued in the ordinary course of business; or

(d) representing the net obligations under any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than obligations in respect of letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided, that Indebtedness of any direct or indirect parent of the Issuer appearing upon the balance sheet of the Issuer solely by reason of push-down accounting under GAAP shall be excluded;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business or consistent with industry practice; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided that the amount of such Indebtedness that is not recourse to the Issuer or any Restricted Subsidiary except with respect to such specific asset will be the lesser of (i) the fair market value of such asset at such date of determination, and (ii) the amount of such Indebtedness of such other Person;

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provided, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or consistent with industry practice, (b) reimbursement obligations under commercial letters of credit (provided that unreimbursed amounts under letters of credit shall be counted as Indebtedness three (3) Business Days after such amount is drawn), (c) obligations under or in respect of Qualified Securitization Facilities; provided, further, that Indebtedness shall be calculated without giving effect to the effects of Accounting Standards Codification Topic No. 815, Derivatives and Hedging, and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness or (d) deferred or prepaid revenues. For the avoidance of doubt, Indebtedness shall not include royalty payments.

“Indenture” means this Amended and Restated Indenture, as amended, supplemented or otherwise modified from time to time.

“Independent Investment Bank” means one of the Reference Treasury Dealers that the Issuer appoints to act as the Independent Investment Bank from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Purchasers” means: Goldman Sachs & Co. LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, Wells Fargo Securities, LLC, TD Securities (USA) LLC, Truist Securities, Inc., BNP Paribas Securities Corp., ING Financial Markets LLC, Fifth Third Securities, Inc., Mizuho Securities USA LLC, RBC Capital Markets, LLC, Siebert Williams Shank & Co., LLC, Huntington Securities, Inc. and Regions Securities LLC.

“Intercreditor Agreements” means, collectively, the First Lien Intercreditor Agreement and, if entered into, any other intercreditor agreement entered into by the Collateral Agent or the Trustee, as applicable, at the reasonable discretion of the Senior Credit Facilities Agent pursuant to which the Liens securing any Obligations of the Issuer and the Guarantors are subordinated to the Liens securing the Notes and the Guarantees.

“interest” as used herein, shall be deemed to include all applicable Additional Interest, if any.

“Interest Payment Date” means May 15 and November 15 of each year to stated maturity, beginning November 15, 2023.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency selected by the Issuer.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit, advances to customers, commission, travel and similar advances to employees, directors, officers, members of management, manufacturers, consultants and independent contractors, in each case made in the ordinary course of business or consistent with industry practice), and purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person.

“Issue Date” means May 23, 2023.

“Issuer” means IQVIA Inc. and its successors.

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“Issuer’s Order” means a written request or order signed on behalf of the Issuer by an Officer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, and delivered to the Trustee.

“June 2020 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the June 2020 Transactions.

“June 2020 Transactions” means, collectively, (i) the issuance of the Senior 2.875% Notes due 2028, (ii) the satisfaction and discharge of the Senior 3.500% Notes and (iii) the payment of all fees and expenses associated with the foregoing.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“LCT Test Date” means the date specified in the LCT Election; provided, that (a) with respect to any prepayment of Indebtedness, such date shall be the date of the irrevocable prepayment notice and (b) with respect to all other Limited Condition Transactions, such date shall be the date of the definitive agreements for such Limited Condition Transaction.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or at the place of payment. If a payment date is on a Legal Holiday, payment will be made on the next succeeding day that is not a Legal Holiday and no interest shall accrue in the intervening period.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent to all Holders of the Notes for use by such Holders in connection with an Exchange Offer relating to the Notes.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided, that in no event shall an operating lease be deemed to constitute a Lien.

“Limited Condition Transaction” means any (a) acquisition, Investment or Sale and Lease-Back Transaction by the Issuer or one or more of its Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third-party financing and (b) redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.

“March 2021 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the March 2021 Transactions.

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“March 2021 Transactions” means, collectively, (i) the issuance of the Senior 1.750% Notes and the Senior 2.250% Notes due 2029, (ii) the satisfaction and discharge of the Senior 3.250% Notes and (iii) the payment of all fees and expenses associated with the foregoing.

“Margin Stock” has the meaning specified in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Material Foreign Subsidiary” means any Material Foreign Subsidiary under and as defined in the Credit Agreement.

“Material Real Property” means any fee-owned real property located in the United States that is owned by the Issuer or any Guarantor, in each case, with a fair market value in excess of $35,000,000 (at August 25, 2021 or, with respect to fee-owned real property located in the United States that is acquired after August 25, 2021, at the time of acquisition).

“Material Subsidiary” means any Material Subsidiary under and as defined in the Credit Agreement.

“May 2019 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the May 2019 Transactions.

“May 2019 Transactions” means, collectively, (i) the issuance of the 5.000% Senior Notes due 2027 and (ii) the payment of all fees and expenses associated with the foregoing.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Sale and Lease-Back Transaction, net of the costs relating to such Sale and Lease-Back Transaction, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable law, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, other fees and expenses, including title and recordation expenses, taxes paid or payable as a result thereof or any transactions occurring or deemed to occur to effectuate a payment under this Indenture (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) or amounts required to be applied to the repayments of Indebtedness secured by a Lien on such assets and required to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the Sale and Lease-Back Transaction and retained by the Issuer or any of its Restricted Subsidiaries after such Sale and Lease-Back Transaction, including any indemnification obligations associated with such transaction.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” means, collectively, the Initial Notes, any Exchange Notes and any Additional Notes.

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“Notes Custodian” means the custodian with respect to the Global Notes (as appointed by the Depositary) or any successor person thereto, and shall initially be the Trustee.

“Obligations” means any principal, interest, fees and expenses (including any such interest, fees and expenses accruing on or subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding, whether or not such interest, fees or expenses is an allowed or allowable claim under applicable state, federal or foreign law), premium, penalties, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the confidential offering memorandum, dated May 18, 2023, relating to the sale of the Initial Notes.

“Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of any Person. Unless otherwise indicated, Officer shall refer to an Officer of the Issuer.

“Officer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee or the Collateral Agent, as applicable. The counsel may be an employee of or counsel to the Issuer or the Trustee or the Collateral Agent, as applicable.

“Parent Company” means any Person so long as such Person directly or indirectly holds 100.0% of the total voting power of the Capital Stock of the Issuer, and at the time such Person acquired such voting power, no Person and no Persons that are together a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), shall have beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50.0% or more of the total voting power of the Voting Stock of such Person.

“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance, health, disability or employee benefits, other social security laws or similar legislation or regulations or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability

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insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) landlords’, carriers’, warehousemen’s, materialsmen’s, repairmen’s, construction and mechanics’ Liens, in each case arising in the ordinary course of business and (i) for sums not yet overdue for a period of more than 60 days or, if more than 60 days overdue, are unfiled and no other action has been taken to enforce such Liens, (ii) being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP or (iii) the nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Issuer or its Restricted Subsidiaries;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or not yet payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate actions, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds, instruments or obligations or with respect to regulatory requirements or letters of credit or bankers acceptance issued, and completion guarantees provided for, in each case, issued pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice or industry practice;

(5) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, telegraph, telephone and cable television lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially impair their use in the operation of the business of such Person and exceptions on title policies insuring liens granted on Mortgaged Properties (as defined in the Senior Credit Facilities);

(6) Liens securing Capitalized Lease Obligations and purchase money obligations (including in respect of mortgage, industrial revenue bond, industrial development bond and similar financings) and otherwise securing all or any part of the purchase price of property acquired or cost of construction of property or cost of additions, substantial repairs, alternations or improvements of property, if the Indebtedness and the related Liens are incurred within 18 months of the later of such acquisition of property or completion of construction or addition, repairs, alterations or improvements, as the case may be;

(7) Liens existing, or provided for under binding contracts existing, on the Issue Date;

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(8) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property) that secured the obligations to which such Liens relate;

(9) Liens on property or other assets at the time the Issuer or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation; provided, further, that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after acquired-property) that secured the obligations to which such Liens relate;

(10) [reserved];

(11) Liens securing (x) Hedging Obligations and (y) obligations in respect of Cash Management Services;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses (or other agreement under which the Issuer or any Restricted Subsidiary has granted rights to end users to access and use the Issuer’s or any Restricted Subsidiary’s products, technologies or services) granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and the customary rights reserved or vested in any Person by the terms of any lease, sublease, license, sublicense, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(14) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments or accounts entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business or consistent with industry practice or purported Liens evidenced by the filing of precautionary Uniform Commercial Code (or equivalent statutes) financing statements or similar public filings;

(15) Liens in favor of the Issuer or any Subsidiary of the Issuer;

(16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business or consistent with industry practice to the clients of the Issuer or any of its Restricted Subsidiaries;

(17) Liens on accounts receivable, Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility;

(18) Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive modification, refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, that (a) such new Lien shall be limited to all or

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part of the same property (plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property) that secured the original Lien (plus improvements and accessions on such property) and proceeds and products thereof, and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness secured by a Lien under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses (including original issue discount, upfront fees or similar fees) and premiums (including tender premiums and accrued and unpaid interest), related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers or self-insurance arrangements;

(20) Liens securing obligations in an aggregate principal amount at any one time outstanding not to exceed the greater of (a) $1,500,000,000 and (b) 50% of EBITDA for the most recently ended Test Period;

(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(22) (i) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business or consistent with industry practice, (ii) Liens arising out of conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business or consistent with industry practice and (iii) Liens arising by operation of law under Article 2 of the Uniform Commercial Code;

(23) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(5) hereof;

(24) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or consistent with industry practice;

(25) Liens (a) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection, (b) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (c) in favor of banking institutions arising as a matter of law or under general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

(26) Liens deemed to exist in connection with Investments in repurchase agreements; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(27) Liens encumbering reasonable customary deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

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(28) Liens that are contractual rights of set-off (a) relating to the establishment of depository relations with banks or other deposit-taking financial institutions and not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or consistent with industry practice or (c) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business or consistent with industry practice;

(29) Liens arising from Personal Property Security Act financing statement filings regarding leases entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(30) any encumbrance or restriction (including put, call arrangements, tag, drag, right of first refusal and similar rights) with respect to capital stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(31) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(32) Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement;

(33) ground leases in respect of real property on which facilities owned or leased by the Issuer or any of its Subsidiaries are located;

(34) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(35) Liens on Capital Stock or other securities of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;

(36) Liens on cash advances in favor of the seller of any property to be acquired in an Investment or other acquisition to be applied against the purchase price for such Investment or other acquisition;

(37) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases or licenses entered into by the Issuer or any of the Restricted Subsidiaries in the ordinary course of business or consistent with industry practice;

(38) deposits of cash with the owner or lessor of premises leased and operated by the Issuer or any of its Subsidiaries in the ordinary course of business of the Issuer and such Subsidiary or consistent with industry practice to secure the performance of the Issuer’s or such Subsidiary’s obligations under the terms of the lease for such premises;

(39) Liens arising in the ordinary course of business to secure accounts payable or similar trade obligations not constituting Indebtedness;

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(40) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(41) any proxy agreement relating to IMS Government Solutions, Inc. and its Equity Interests entered into with the Defense Security Service;

(42) any encumbrance or restriction imposed under any contract for the sale by the Issuer or any of its Restricted Subsidiaries of the Capital Stock of any Restricted Subsidiary, or any business unit or division of the Issuer or any Restricted Subsidiary;

(43) Liens securing any Indebtedness incurred under any Secured Revolving Commitments established in compliance with the terms of this Indenture;

(44) Liens securing the Notes issued on the Issue Date (or any Exchange Notes issued in respect thereof) and Guarantees, if any, of such Notes (or such Exchange Notes); and

(45) Liens securing obligations in respect of Indebtedness incurred under any Credit Facility, including any letter of credit facility relating thereto, that do not at any one time exceed $8,950,000,000.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest and other obligations payable on and with respect to such Indebtedness.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Principal Personal or Real Property” means any personal or real property (including, for the avoidance of doubt, accounts receivable and inventory) other than property that, in the opinion of the Issuer, is not of material importance to the total business conducted by the Issuer and its Subsidiaries, taken as a whole.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“Public Company Costs” means the initial costs relating to establishing compliance with the Sarbanes-Oxley Act of 2002, as amended, and other expenses arising out of or incidental to the Issuer’s or its Restricted Subsidiaries’ initial establishment of compliance with the obligations of a reporting company, including costs, fees and expenses (including legal, accounting and other professional fees) relating to compliance with provisions of the Securities Act and the Exchange Act.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Stock.

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“Qualified Securitization Facility” means any Securitization Facility (1) constituting a securitization financing facility that meets the following conditions: (a) the Board of Directors shall have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the applicable Restricted Subsidiary or Securitization Subsidiary and (b) all sales and/or contributions of Securitization Assets and related assets to the applicable Person or Securitization Subsidiary are made at fair market value (as determined in good faith by the Issuer) or (2) constituting a receivables financing facility (it being understood that, for the avoidance of doubt, the Receivables Facility is deemed to be a Qualified Securitization Facility).

“Quintiles Corp” means Quintiles Transnational Corp., a North Carolina corporation.

“Quintiles Holdings” means Quintiles Transnational Holdings Inc., a North Carolina corporation.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.

“Ratings Decline Period” means, with respect to any Change of Control, the period that (1) begins on the earlier of (a) the date of the first public announcement of such Change of Control or of the Issuer’s intention to effect such Change of Control or (b) the occurrence of such Change of Control and (2) ends on the 60th calendar day following consummation of such Change of Control; provided, however, that such period shall be extended for so long as any Rating Agency rating the Notes as of the beginning of the Ratings Decline Period has publicly announced during the Ratings Decline Period that the rating of the Notes is under consideration for downgrade by such Rating Agency.

“Receivables Facility” means the receivables facility pursuant to (a) that certain Receivables Financing Agreement, dated December 5, 2014, among IQVIA RDS Funding LLC (formerly known as Quintiles Funding LLC), as borrower, IQVIA RDS Inc. (formerly known as Quintiles, Inc.), as initial servicer, PNC Bank, N.A., as administrative agent and lender, and the additional persons from time to time party thereto as lenders and (b) that certain Purchase and Sale Agreement, dated December 5, 2014, as amended, among IQVIA RDS Inc. (formerly known as Quintiles, Inc.), as originator and initial servicer, IQVIA CSMS US Inc. (formerly known as Quintiles Commercial US, Inc.), as originator, and IQVIA RDS Funding LLC (formerly known as Quintiles Funding LLC), as buyer, in each case, as amended, modified or supplemented from time to time so long as such amendments, modifications and supplements are either, taken as a whole, not materially adverse to the interests of the Holders as determined in good faith by the Issuer or consented to by the administrative agent under the Senior Credit Facilities, and any extension thereof to receivables of the Issuer and any of its Subsidiaries.

“Record Date” for the interest payable on any applicable Interest Payment Date means the May 1 and November 1 (whether or not a Business Day) immediately preceding such Interest Payment Date.

“Reference Treasury Dealer” means (1) Goldman Sachs & Co. LLC and its successors, unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), in which case the Issuer will substitute another Primary Treasury Dealer and (2) any other Primary Treasury Dealer(s) selected by the Issuer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Bank, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Bank by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date.

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“Registered Equivalent Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Registration Rights Agreement” means that certain Registration Rights Agreement with respect to the Initial Notes entered into as of the Issue Date, by and among the Issuer, the Guarantors and Goldman Sachs & Co. LLC, as representative of the Initial Purchasers and, with respect to any Additional Notes, one or more substantially similar registration rights agreements among the Issuer, the Guarantors and the other parties thereto, as such agreements may be amended from time to time.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A attached hereto, with such applicable legends as are provided herein, and having the “Schedule of Exchanges of Interests in the Global Note” attached thereto, deposited with the Notes Custodian and registered in the name of the Depositary or its nominee issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the applicable Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A attached hereto, bearing the Global Note Legend, the Private Placement Legend and having the “Schedule of Exchanges of Interests in the Global Note” attached thereto, deposited with the Notes Custodian and registered in the name of the Depositary or its nominee issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any director, vice president, assistant vice president, any trust officer or assistant trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Period” means, in respect of any Note issued pursuant to Regulation S, the 40-day distribution compliance period as defined in Regulation S applicable to such Note.

“Restricted Subsidiary” means any Subsidiary of the Issuer other than an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

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“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing for a period of more than three years by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.

“Secured Revolving Commitments” means any commitments to make loans constituting Secured Indebtedness on a revolving basis to the Issuer or any of its Restricted Subsidiaries by any Person other than the Issuer or any of its Restricted Subsidiaries.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Securitization Assets” means (a) the accounts receivable, royalty or other revenue streams and other rights to payment and other assets related thereto subject to a Qualified Securitization Facility and the proceeds thereof and (b) contract rights, lockbox accounts and records with respect to such accounts receivable and any other assets customarily transferred together with accounts receivable in a securitization financing.

“Securitization Facility” means any of one or more receivables or securitization financing facilities, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries sells or grants a security interest in its accounts receivable or Securitization Assets or assets related thereto to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified Securitization Facilities and other activities reasonably related thereto.

“Security Agreement” means the security agreement, dated as of the Issue Date, among the Issuer, the Guarantors and the Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time.

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“Security Documents” means, collectively, the Security Agreement, intellectual property security agreements, the mortgages, collateral assignments, security agreement supplements, security agreements, pledge agreements or other similar agreements entered into in favor of the Collateral Agent pursuant to this Indenture, and each of the other agreements, instruments or documents that creates or purports to create a Lien for the benefit of the Collateral Agent, the Trustee and the Holders of the Notes.

“Senior Credit Facilities” means, collectively, the senior secured term loan facilities and the senior secured revolving credit facilities under the Credit Agreement, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings, refinancings or replacements thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders, or investors, whether or not secured, that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders.

“Senior Credit Facilities Agent” means Bank of America, N.A., in its capacity as the administrative agent under the Senior Credit Facilities.

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit Facilities and the Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all (x) Hedging Obligations (and guarantees thereof) and (y) obligations in respect of Cash Management Services (and guarantees thereof) owing to a lender under the Senior Credit Facilities or any Affiliate of such lender (or any Person that was a lender or an Affiliate of such lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into); provided that such Hedging Obligations and obligations in respect of Cash Management Services, as the case may be, are permitted to be incurred under the terms of this Indenture;

(3) any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Issuer or any of its Subsidiaries;

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(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business or consistent with industry practice;

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture.

“Senior 1.750% Notes” means €550,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2026 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 1.750%/2.250% Notes Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 1.750%/2.250% Notes Indenture” means the indenture dated March 3, 2021, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 2.250% Notes due 2028” means €720,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2028 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 2.250% Notes due 2028 Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 2.250% Notes due 2028 Indenture” means the indenture dated August 13, 2019, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 2.250% Notes due 2029” means €900,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2029 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 1.750%/2.250% Notes Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 2.875% Notes due 2025” means €420,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2025 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 2.875% Notes due 2025 Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 2.875% Notes due 2025 Indenture” means the indenture dated September 14, 2017, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 2.875% Notes due 2028” means €711,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2028 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 2.875% Notes due 2028 Indenture in exchange for the initial unregistered senior unsecured notes.

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“Senior 2.875% Notes due 2028 Indenture” means the indenture dated June 24, 2020, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 3.250% Notes” means €1,425,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2025.

“Senior 4.125% Notes” means €275,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2023.

“Senior 4.875% Notes” means $800,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2023.

“Senior 5.000% Notes due 2026” means $1,050,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2026 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 5.000% Notes due 2026 Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 5.000% Notes due 2026 Indenture” means the indenture dated September 28, 2016, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 5.000% Notes due 2027” means $1,100,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2027 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 5.000% Notes due 2027 Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 5.000% Notes due 2027 Indenture” means the indenture dated May 10, 2019, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 6.500% Notes due 2030” means the $500,000,000 in aggregate principal amount of the Issuer’s senior notes due 2030 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 6.500% Notes due 2030 Indenture in exchange for the initial unregistered senior notes.

“Senior 6.500% Notes due 2030 Indenture” means the indenture dated the Issue Date, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, as amended, supplemented or modified from time to time.

“Senior Secured Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt (other than any Indebtedness of a Restricted Subsidiary which is not a Guarantor which is not secured by any assets of the Issuer or a Guarantor) outstanding on the last day of such Test Period that is secured by a Lien on any property of the Issuer or any Restricted Subsidiary (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby) minus the aggregate amount of cash and Cash Equivalents included in the consolidated balance sheet of the Issuer as of such date, excluding cash and Cash Equivalents which are listed as “Restricted” on such balance sheet, to (b) EBITDA of the Issuer for such Test Period. In the

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event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Secured Indebtedness (other than Secured Indebtedness incurred under any revolving credit facility in the ordinary course of business for working capital purposes or any repayment of such Indebtedness in the ordinary course of business) subsequent to the commencement of the period for which the Senior Secured Net Leverage Ratio is being calculated but prior to or simultaneously with the event for which such calculation is made, then the Senior Secured Net Leverage Ratio, as applicable, shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Secured Indebtedness, in each case, as if the same had occurred on the last day of the applicable Test Period, and if the Senior Secured Net Leverage Ratio is being calculated in connection with establishing any Secured Revolving Commitments, then such calculation shall be made giving pro forma effect to the incurrence of the entire committed amount of Secured Indebtedness under such Secured Revolving Commitments.

For purposes of making the computation referred to above, any Specified Transaction that has been made by the Issuer or any of its Restricted Subsidiaries during any Test Period or subsequent to such Test Period and on or prior to or simultaneously with the event for which the calculation of the Senior Secured Net Leverage Ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in EBITDA resulting therefrom) had occurred on the first day of the Test Period. If since the beginning of such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this definition, then EBITDA shall be calculated giving pro forma effect thereto for such Test Period as if such Specified Transaction had occurred at the beginning of the applicable Test Period.

For purposes of this definition, whenever pro forma effect is to be given to any Specified Transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the Issuer and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, synergies and operating expense reductions resulting from or related to any such Specified Transaction which is being given pro forma effect that have been realized or are expected to be realized and for which the actions necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than 24 months after the date of any such Specified Transaction (in each case as though such cost savings and synergies had been realized on the first day of the applicable period and as if such cost savings and synergies were realized for the entirety of such period). For the purposes of this Indenture, “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken, or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions.

For purposes of this definition, the amount of any Secured Indebtedness in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period (after giving effect to the currency translation effects, determined in accordance with GAAP, of hedging arrangements for currency exchange risks with respect to the applicable currency in effect on the date of determination of the applicable amount of such Indebtedness).

“September 2017 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the September 2017 Transactions.

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“September 2017 Transactions” means, collectively, (i) the issuance of the Senior 2.875% Notes due 2025, (ii) the satisfaction and discharge of the Senior 4.125% Notes, (iii) the amendment of the Senior Credit Facilities on September 18, 2017 and (iv) the payment of all fees and expenses associated with the foregoing.

“Shelf Registration Statement” means a Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X of the SEC, as such regulation is in effect on the Issue Date; provided that notwithstanding the foregoing, in no event will any Securitization Subsidiary be considered a Significant Subsidiary for purposes of clauses (4), (5), (6), (7) or (8) under Section 6.01.

“Specified Legal Expenses” means, to the extent not constituting an extraordinary, non-recurring or unusual loss, charge or expense, all attorneys’ and experts’ fees and expenses and all other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments) and expenses paid or payable in connection with any threatened, pending, completed or future claim, demand, action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative, governmental or investigative) either (i) arising from, or related to, facts and circumstances existing on or prior to the Issue Date or (ii) arising out of or related to antitrust, Federal Trade Commission or Department of Justice proceedings or securities law.

“Specified Transaction” means (i) solely for the purposes of determining the applicable cash balance, any contribution of capital, including as a result of an Equity Offering, to the Issuer, in each case, in connection with an acquisition or Investment, (ii) any designation of operations or assets of the Issuer or a Restricted Subsidiary as discontinued operations (as defined under GAAP) (other than held-for-sale discontinued operations until actually disposed of), (iii) any Investment that results in a Person becoming a Restricted Subsidiary, (iv) any designation of a Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary in compliance with this Indenture, (v) any purchase or other acquisition of a business of any Person, of assets constituting a business unit, line of business or division of any Person, or (vi) any disposition (x) that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Issuer or (y) of a business, business unit, line of business or division of the Issuer or a Restricted Subsidiary, in each case whether by merger, amalgamation, consolidation or otherwise.

“Sterling” means the lawful currency of the United Kingdom.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, members of management or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

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(2) any partnership, joint venture, limited liability company or similar entity of which:

(a) more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(b) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Subsidiary Guarantor” means each Guarantor other than Holdings.

“Swiss Franc” means the lawful money of the Swiss Confederation and the Principality of Liechtenstein.

“Test Period” means the Issuer’s most recently ended four fiscal quarters for which internal financial statements are available (as determined in good faith by the Issuer).

“Treasury Rate” means, with respect to any Redemption Date, (i) the yield, calculated as the average of the five most recent daily rates published in the statistical release(s) designated ‘‘H.15’’ or any successor publication which is published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Par Call Date, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (ii) if the release referred to above (or any successor release) is not published during the week preceding the calculation date or does not contain the yields referred to above, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate will be calculated at 5:00 p.m. (New York City time) on the third business day preceding such Redemption Date. As used in the immediately preceding sentence and in the definition of “Reference Treasury Dealer Quotations” above, the term “business day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or obligated by law or executive order to close.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

“Trustee” means U.S. Bank Trust Company, National Association, in its capacity as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

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“Uniform Commercial Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York; provided that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Uniform Commercial Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or remedies.

“Unrestricted Subsidiary” means (a) any Subsidiary of the Issuer which at the time of determination is designated as an “Unrestricted Subsidiary” in any Credit Facility (including the Senior Credit Facilities), whether on or subsequent to the Issue Date, and (b) any Subsidiary of an Unrestricted Subsidiary.

“U.S. Government Obligations” means securities that are: (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100.0% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares of Capital Stock of Foreign Subsidiaries issued to foreign nationals as required under applicable law) shall at the time be owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person.

“Yen” means the lawful currency of Japan.

SECTION 1.02. Other Definitions.

Term	Defined in Section
“Authentication Order”	2.02
“Change of Control Offer”	4.07(a)
“Change of Control Payment”	4.07(a)
“Change of Control Payment Date”	4.07(a)(2)
“Covenant Defeasance”	8.03

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Term	Defined in Section
“Event of Default”	6.01
“Initial Notes”	Recitals
“LCT Election”	1.06
“Legal Defeasance”	8.02
“Make-Whole Premium”	3.07(b)
“Make-Whole Premium Deficit”	8.04(1)
“Note Register”	2.03
“Notes”	Recitals
“Par Call Date”	3.07(a)
“Paying Agent”	2.03
“Redemption Date”	3.01
“Registrar”	2.03
“Transfer Agent”	2.03

SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

Except as set forth in this Section 1.03 and in Section 12.16, the Issuer and the Guarantors, if any, shall not be required to qualify this Indenture under the Trust Indenture Act. The Trust Indenture Act shall not apply to this Indenture prior to any such qualification, and all references herein to compliance with the Trust Indenture Act refer to compliance following any such qualification.

At all times after the effectiveness of a registration statement under the Registration Rights Agreement and pursuant to Section 12.16, this Indenture will be subject to the mandatory provisions of the Trust Indenture Act with respect to the Notes which are subject to such registration statement filed pursuant to the Registration Rights Agreement, which unless otherwise indicated are incorporated by reference in and made a part of this Indenture effective upon the effectiveness of any such registration statement. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act term used in this Indenture has the following meaning:

“obligor” on the Notes of and the Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

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SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) the words “including,” “includes” and similar words shall be deemed to be followed by without limitation;

(e) words in the singular include the plural, and in the plural include the singular;

(f) “will” shall be interpreted to express a command;

(g) provisions apply to successive events and transactions;

(h) references to sections of, or rules under, the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(i) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture;

(j) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision;

(k) the principal amount of any Preferred Stock at any time shall be (i) the maximum liquidation value of such Preferred Stock at such time or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock at such time, whichever is greater;

(l) words used herein implying any gender shall apply to both genders;

(m) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”;

(n) the principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Issuer dated such date prepared in accordance with GAAP; and

(o) unless otherwise specifically indicated, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and excludes any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

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SECTION 1.05. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Issuer may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 10 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

SECTION 1.06. Limited Condition Transactions. When calculating any applicable ratio, Consolidated Net Income or EBITDA or determining the satisfaction of all other conditions precedent in connection with a Limited Condition Transaction, the date of determination of such ratio, Consolidated Net Income or EBITDA or compliance with any condition precedent, shall, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be the LCT Test Date, and, if after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test

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Period ending prior to the LCT Test Date, the Issuer could have consummated such Limited Condition Transaction on the relevant LCT Test Date in compliance with such ratio or other provision, such ratio or other provision shall be deemed to have been complied with. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in EBITDA or other components of such ratio) or other provision at or prior to the consummation of the relevant Limited Condition Transaction, such ratios and other provisions will not be deemed to have been failed to have been exceeded or satisfied, respectively, as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction and related transactions are permitted hereunder and (ii) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction, unless (x) on such date an Event of Default under clause (1) or (2) of Section 6.01 hereof or, solely with respect to the Issuer, an Event of Default under clause (6) or (7) of Section 6.01 hereof shall be continuing or (y) the Issuer subsequently elects, in its sole discretion, to test such ratios and baskets on the date such Limited Condition Transaction and related transactions are consummated.

If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or other provision on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or other provision shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expired.

ARTICLE II

THE NOTES

SECTION 2.01. Form and Dating; Terms.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued initially in minimum denominations of $200,000 and any integral multiple of $1,000 in excess of $200,000.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

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(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited with the Notes Custodian and registered in the name of the Depositary or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

Following (i) the termination of the applicable Restricted Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuer of non-United States beneficial ownership of 100% of the aggregate principal amount of each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof) and (B) an Officer’s Certificate from the Issuer, the Regulation S Temporary Global Note Legend shall be removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures.

(d) Book-Entry Provisions. The Applicable Procedures shall be applicable to Book-Entry Interests in the Global Notes that are held by Participants through the Depositary.

(e) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The Notes shall be subject to repurchase by the Issuer pursuant to a Change of Control Offer as provided in Section 4.07 hereof. The Notes shall not be redeemable, other than as provided in Article III hereof.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders (provided that the Issuer’s ability to issue Additional Notes shall be subject to compliance with Section 4.08 and/or Section 4.10) and shall be consolidated with and form a single class with the Initial Notes and Exchange Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes and Exchange Notes except that interest may accrue on the Additional Notes from their date of issuance (or such other date specified by the Issuer). Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

SECTION 2.02. Execution and Authentication. At least one Officer shall execute the Notes on behalf of the Issuer by manual, facsimile or electronic (in “.pdf” format) signature.

If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid.

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A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuer’s Order (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. At any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder. In addition, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver Exchange Notes for issue only in an Exchange Offer, for a like principal amount of Notes.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer of the Trustee, a copy of which shall be furnished to the Issuer. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent for service of notes and demands.

SECTION 2.03. Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register (the “Note Register”) reflecting ownership of the Notes outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrar shall (at the expense of the Issuer) send a copy of the Note Register to the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar.

The Issuer initially appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar.

SECTION 2.04. Paying Agent Provisions. The Issuer shall require any Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee for its own benefit and for the benefit of the Holders. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee for its own benefit and for the benefit of the Holders. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary or the Trustee) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee or an agent thereof shall serve as Paying Agent for the Notes.

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SECTION 2.05. Holder Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). The Issuer shall furnish, or cause the Registrar to furnish (if the Trustee is not the Registrar), to the Trustee, in writing and at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders and the Issuer shall otherwise comply with Trust Indenture Act Section 312(a).

SECTION 2.06. Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note of the same series unless (A) if the Depositary notifies the Issuer that it is unwilling or unable to continue to act as depositary and a successor depositary is not appointed by the Issuer within 120 days, (B) if the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed by the Issuer within 120 days, (C) if the Issuer, at its option, notifies the Trustee that the Issuer elects to cause the issuance of Definitive Notes or (D) if an Event of Default has occurred and is continuing with respect to the Notes and the Depositary has requested the issuance of Definitive Notes. Upon the occurrence of any of the events in clauses (A) through (D) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events in (A) through (D) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

(b) Transfer and Exchange of Book-Entry Interests. The transfer and exchange of Book-Entry Interests shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures.

In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book-Entry Interest in the same Global Note), the Transfer Agent (with copies to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited or debited with such increase or decrease, if applicable.

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In connection with a transfer or exchange of a Book-Entry Interest for a Definitive Note, the Transfer Agent (with copies to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant directing the Registrar to cause to be issued a Definitive Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to above.

In connection with any transfer or exchange of Definitive Notes, the Holder of such Notes shall present or surrender to the Transfer Agent or Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the Transfer Agent or Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, in connection with a transfer or exchange of a Definitive Note for a Book-Entry Interest, the Transfer Agent (with copies to the Trustee and the Registrar) must receive a written order directing the Depositary to credit the account of the transferee in an amount equal to the Book-Entry Interest to be transferred or exchanged.

Upon satisfaction of all of the requirements for transfer or exchange of Book-Entry Interests in Global Notes contained in this Indenture, the Trustee or the Notes Custodian, acting at the direction of the Trustee (with copies to the Transfer Agent and the Registrar), as specified in this Section 2.06, shall endorse the relevant Global Note(s) with any increase or decrease and instruct the Depositary to reflect such increase or decrease in its systems.

Transfers of Book-Entry Interests shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers and exchanges of Book-Entry Interests for Book-Entry Interests also shall require compliance with either clause (b)(1) or (b)(2) below, as applicable, as well as clause (b)(3) below, if applicable:

(1) Transfer of Book-Entry Interests in the Same Global Note. Book-Entry Interests may be transferred to Persons who take delivery thereof in the form of a Book-Entry Interest in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, ownership of Book-Entry Interests in any Regulation S Global Note will be limited to Persons who have accounts with the Depositary or Persons who hold interests through the Depositary and any sale or transfer of such interest to U.S. Persons shall not be permitted during the Restricted Period unless such resale or transfer is made pursuant to Rule 144A or another available exemption from the registration requirements of the Securities Act. No written orders or instructions shall be required to be delivered to the Trustee to effect the transfers described in this Section 2.06(b)(1).

(2) All Other Transfers and Exchanges of Book-Entry Interests in Global Notes. A holder may transfer or exchange a Book-Entry Interest in Global Notes in a transaction not subject to Section 2.06(b)(1) above only if the Transfer Agent (with copies to the Trustee and the Registrar) receives either:

(A) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and

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(ii) instructions given by the Depositary in accordance with the Applicable Procedures containing information regarding the Participant’s account to be credited with such increase; or

(B) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and

(ii) instructions given by the Depositary to the Registrar containing information specifying the identity of the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above, the principal amount of such securities and the CUSIP or ISIN or other similar number identifying the Notes,

provided that any such transfer or exchange is made in accordance with the transfer restrictions set forth in the Private Placement Legend. Upon the consummation of an Exchange Offer by the Issuer in accordance with Section 2.06(f), the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar, the Transfer Agent and the Trustee of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Global Notes.

(3) Transfer of Book-Entry Interests to Another Global Note. A Book-Entry Interest in any Global Note may be transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in another Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar, Transfer Agent and Trustee receive the following:

(A) if the transferee will take delivery in the form of a Book-Entry Interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B) if the transferee will take delivery in the form of a Book-Entry Interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(c) Transfer or Exchange of Book-Entry Interests for Definitive Notes. If any holder of a Book-Entry Interest in a Global Note proposes to exchange such Book-Entry Interest for a Definitive Note or to transfer such Book-Entry Interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon receipt by the Trustee, the Transfer Agent and the Registrar of the following documentation:

(A) in the case of a transfer on or before the expiration of the Restricted Period by a holder of a Book-Entry Interest in a Regulation S Global Note, a certificate to the effect set forth in Exhibit B hereto, including the certifications in either item (1) or item (2) thereof;

(B) in the case of a transfer after the expiration of the Restricted Period by a holder of a Book-Entry Interest in a Regulation S Global Note, the transfer complies with Section 2.06(b);

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(C) in the case of a transfer by a holder of a Book-Entry Interest in a 144A Global Note to a QIB in reliance on Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(D) in the case of a transfer by a holder of a Book-Entry Interest in a 144A Global Note in reliance on Regulation S, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(E) in the case of a transfer by a holder of a Book-Entry Interest in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(F) in the case of a transfer by a holder of a Book-Entry Interest in a 144A Global Note in reliance on Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(G) in the case of a transfer by a holder of a Book-Entry Interest to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(H) if such Book-Entry Interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof;

the Trustee or the Notes Custodian, acting at the direction of the Trustee, shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee or the authenticating agent shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a Book-Entry Interest in a Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such Book-Entry Interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Registrar or Paying Agent shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a Book-Entry Interest in a Global Note pursuant to this Section 2.06(c) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(d) Transfer and Exchange of Definitive Notes for Book-Entry Interests in the Global Notes. If any Holder of a Definitive Note proposes to exchange such Note for a Book-Entry Interest in a Global Note or to transfer such Definitive Notes to a Person who takes delivery thereof in the form of a Book-Entry Interest in a Global Note, then, upon receipt by the Trustee, the Transfer Agent and the Registrar of the following documentation:

(A) if the Holder of such Definitive Note proposes to exchange such Note for a Book-Entry Interest in a Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (b) thereof;

(B) if such Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

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(C) if such Definitive Note is being transferred in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof, as applicable;

(D) if such Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof;

(E) if such Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof; and

the Trustee or the Registrar will cancel the Definitive Note, and the Trustee or the Notes Custodian, acting at the direction of the Trustee, will increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the Global Note, in the case of clause (B) above, the applicable 144A Global Note, in the case of clause (C) above, the applicable Regulation S Global Note, and in the case of clause (D) above, the applicable 144A Global Note.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Definitive Notes may be transferred or exchanged in whole or in part, in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof, to persons who take delivery thereof in the form of Definitive Notes in accordance with this Section 2.06(e). Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Transfer Agent or the Registrar will register the transfer or exchange of Definitive Notes of which registration the Issuer will be informed of by such Transfer Agent or such Registrar (as the case may be). Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Transfer Agent or the Registrar the Definitive Notes duly endorsed and accompanied by a written instruction of transfer in a form satisfactory to such Transfer Agent or such Registrar duly executed by such Holder or its attorney, duly authorized to execute the same in writing. In the event that the Holder of such Definitive Notes does not transfer the entire principal amount of Notes represented by any such Definitive Note, the Transfer Agent or the Registrar will cancel or cause to be cancelled such Definitive Note and the Issuer (who has been informed of such cancellation) shall execute and the Trustee or the authenticating agent shall authenticate and deliver to the requesting Holder and any transferee Definitive Notes in the appropriate principal amounts. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

Any Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made in reliance on Regulation S, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

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(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Oder in accordance with Section 2.02 hereof, the Trustee shall authenticate:

(i) one or more Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Global Notes of tendered for acceptance and accepted for exchange in the Exchange Offer; and

(ii) Definitive Notes in an aggregate principal amount equal to the principal amount of the Definitive Notes tendered for acceptance and accepted for exchange in the Exchange Offer.

Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Global Notes to be reduced accordingly, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities of such series of Notes under this Indenture.

(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend. Except as permitted by paragraphs (v) and (vi) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form unless the Issuer determines otherwise in compliance with applicable law:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO [WITH RESPECT TO RULE 144A NOTES: THE ONE YEAR ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO)] AND [WITH RESPECT TO REGULATION S NOTES: 40 DAYS AFTER THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO)] OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE ISSUER AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE ISSUER, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE

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WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE WHICH MAY BE OBTAINED FROM THE ISSUER OR THE TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE ISSUER AND THE TRUSTEE, (5) PURSUANT TO ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES THAT IT WILL FURNISH TO THE ISSUER AND THE TRUSTEE SUCH CERTIFICATES, OPINIONS OF COUNSEL AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) PURCHASING FROM A PERSON NOT PARTICIPATING IN THE INITIAL DISTRIBUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(l), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.

(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE OR THE NOTES CUSTODIAN, ACTING AT THE DIRECTION OF THE TRUSTEE, MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE.

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(iii) Regulation S Temporary Global Note Legend. Each Regulation S Temporary Global Note shall bear a legend in substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

(iv) Definitive Note. Each Definitive Note shall bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS THE TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

Upon any sale or transfer of a Definitive Note, the Registrar shall permit the Holder thereof to exchange such Definitive Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer of such Definitive Note if the Holder certifies in writing to the Transfer Agent and Registrar that its request for such exchange was made in reliance on Rule 144 (such certificate to be in the form set forth on the reverse of the Note).

(v) Any Additional Notes sold in a registered offering under the Securities Act shall not be required to bear the Private Placement Legend. After a transfer of any Notes during the period of the effectiveness of a Shelf Registration Statement with respect to such Notes, all requirements pertaining to the Private Placement Legend on such Notes shall cease to apply.

(vi) Upon the consummation of an Exchange Offer with respect to the Notes pursuant to which Holders of such Notes are offered Exchange Notes in exchange for their Notes, the Exchange Notes in global form without the Private Placement Legend shall be authenticated in exchange for such Notes exchanged in such Exchange Offer.

(h) Cancellation and/or Adjustment of Global Notes. At such time as all Book-Entry Interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note will be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any Book-Entry Interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a Book-Entry Interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or the Notes Custodian, at the direction of the Trustee, to reflect such reduction; and if the Book-Entry Interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a Book-Entry Interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or the Notes Custodian, at the direction of the Trustee, to reflect such increase.

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(i) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer shall require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 4.07 and 9.05 hereof).

(iii) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes to be redeemed under Section 3.03 hereof and ending at the close of business on the day of such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date or (D) to register the transfer of or to exchange any Notes tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer shall deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(vi) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(vii) At the option of the Holder, subject to Section 2.06(a) hereof, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes to which the Holder making the exchange is entitled in accordance with the provisions of Section 2.02 hereof.

(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Issuer pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile or electronic mail.

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(ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or beneficial owners of interests in any Global Notes) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(x) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

SECTION 2.07. Replacement Notes. If either (x) any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer or (y) the Issuer and the Trustee receive evidence to their satisfaction of the ownership and destruction, loss or theft of any Note, then the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

SECTION 2.08. Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it (or by the Registrar or Paying Agent at its direction), those delivered to it or the Notes Custodian for cancellation, those reductions in the interest in a Global Note effected by the Trustee (or by the Notes Custodian at its direction) in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or a Guarantor or an Affiliate of the Issuer or a Guarantor holds the Note.

If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code).

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer or a Guarantor or an Affiliate of the Issuer or a Guarantor) holds, on a Redemption Date or maturity date, money sufficient to pay the Notes (or portions thereof) payable on that date, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.09. Treasury Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes beneficially owned by the Issuer or a Guarantor or by any Affiliate of the Issuer or a Guarantor, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to such pledged Notes and that the pledgee is not the Issuer or a Guarantor or any Affiliate of the Issuer or a Guarantor.

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SECTION 2.10. Temporary Notes. Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

SECTION 2.11. Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in accordance with its customary procedures. Certification of the cancellation of all surrendered Notes shall be delivered to the Issuer at the Issuer’s written request. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12. Defaulted Interest. If the Issuer defaults in a payment of interest on the Notes (and such nonpayment continues beyond the applicable grace period set forth in Section 6.01(2) hereof), it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed any such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of any such special record date. At least 15 days before any such special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) will deliver or cause to be delivered to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

SECTION 2.13. CUSIP and/or ISIN Numbers. The Issuer in issuing the Notes may use CUSIP and/or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and/or ISIN numbers in notices of redemption as a convenience to Holders; provided that the Trustee shall not be responsible or liable for the accuracy of any CUSIP number printed on any Note, notice or elsewhere and any such notice shall state that no representation is made as to the correctness of such numbers either as

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printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers; provided, further, that if any Additional Notes are not fungible with the Notes, such Additional Notes shall have a different CUSIP and/or ISIN number (or other applicable identifying number). The Issuer will as promptly as practicable notify the Trustee and each Paying Agent in writing of any change in the CUSIP and/or ISIN numbers.

ARTICLE III

REDEMPTION

SECTION 3.01. Notices to Trustee. If the Issuer elects to redeem the Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least two Business Days (unless the Trustee agrees to a shorter period) before notice of redemption is required to be delivered to Holders pursuant to Section 3.03 hereof, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the date of redemption (the “Redemption Date”), (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

SECTION 3.02. Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed (i) if the Notes are listed on an exchange, in compliance with the requirements of such exchange or (ii) if the Notes are not listed on an exchange, on a pro rata basis to the extent practicable, or, if the pro rata basis is not practicable for any reason, by lot or by such other method as the Trustee shall deem fair and appropriate and otherwise in accordance with the Applicable Procedures. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 10 nor (except in the event the Redemption Date is delayed as a result of any condition precedent to the occurrence thereof not being satisfied or waived by the Issuer) more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption.

The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. No Notes of $200,000 or less, may be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

SECTION 3.03. Notice of Redemption. The Issuer shall deliver electronically, mail or cause to be mailed by first-class mail, postage prepaid notices of redemption at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address or otherwise in accordance with Applicable Procedures, except that redemption notices may be delivered or mailed more than 60 days prior to a Redemption Date if the notice is (a) issued in connection with Article VIII or Article XI hereof or (b) subject to one or more conditions precedent and such Redemption Date is delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion).

The notice shall identify the Notes to be redeemed and shall state:

(a) the Redemption Date;

(b) the redemption price;

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(c) if any Definitive Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

(g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h) the CUSIP and ISIN number, if any, printed on the Notes being redeemed and that no representation is made as to the correctness or accuracy of any such CUSIP or ISIN number that is listed in such notice or printed on the Notes; and

(i) any condition to such redemption.

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered to the Trustee, at least two Business Days before notice of redemption is required to be delivered, mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

If any redemption is subject to satisfaction of one or more conditions precedent, the notice of redemption in respect thereof shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the Redemption Date as stated in such notice, or by the Redemption Date as so delayed. The Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.

SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is delivered in accordance with Section 3.03 hereof, subject to satisfaction of any conditions precedent relating thereto specified in the applicable notice of redemption, Notes called for redemption shall become irrevocably due and payable on the Redemption Date at the redemption price. The notice, if delivered, mailed or caused to be mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to deliver such notice or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the Redemption Date, interest shall cease to accrue on Notes or portions of Notes called for redemption.

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SECTION 3.05. Deposit of Redemption Price.

(a) Prior to 10:00 a.m. (New York City time) on the Redemption Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that Redemption Date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed.

(b) If the Issuer complies with the provisions of the preceding paragraph (a), on and after the Redemption Date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the Redemption Date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Redemption Date until such principal is paid, and to the extent lawful on any interest accrued to the Redemption Date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

SECTION 3.06. Notes Redeemed in Part. Upon surrender of a Definitive Note that is redeemed in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered representing the same indebtedness to the extent not redeemed; provided, that each new Note will be in a principal amount of $200,000 and any integral multiple of $1,000 in excess of $200,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

SECTION 3.07. Optional Redemption.

(a) Except pursuant to clause (b) or (d) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to April 15, 2028 (the “Par Call Date”).

(b) At any time prior to the Par Call Date, the Issuer may, at its option, on one or more occasions redeem all or a part of the Notes, upon notice as set forth in Section 3.03 hereof at a redemption price equal to the greater of (i) 100.0% of the principal amount of Notes redeemed or (ii) the sum, as calculated by the Issuer, of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (assuming that such Notes matured on the Par Call Date), exclusive of interest accrued to, but not including, the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate plus 30 basis points (any excess of the amount described in this clause (ii) over the amount described in clause (i), the “Make-Whole Premium”), plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) On and after the Par Call Date, the Issuer may, at its option, redeem the Notes, in whole or in part, on one or more occasions, upon notice in accordance with Section 3.03 hereof, at a redemption price equal to 100.0% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

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(d) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuer purchases, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuer purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to (x) in the case of a Change of Control Offer, 101.0% of the principal amount thereof and (y) in the case of any other tender offer, the price offered to Holders in such other tender offer, plus, in the case of each of clauses (x) and (y), to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to the Redemption Date (subject to the right of the Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date).

(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

(f) In addition to any redemption pursuant to this Section 3.07, the Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market purchases or privately negotiated transactions or pursuant to one or more tender offers or otherwise, upon such terms and conditions and at such prices or other consideration as the Issuer or any such Affiliate may determine.

SECTION 3.08. Mandatory Redemption. The Issuer will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Notes. The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Guarantor or an Affiliate of the Issuer or a Guarantor, holds as of 10:00 a.m. New York City time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Issuer will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful and the Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

SECTION 4.02. Maintenance of Office or Agency. The Issuer shall maintain the offices or agencies (which may be an office of the Trustee or an affiliate of the Trustee, the Registrar or the Transfer Agent) required under Section 2.03 hereof where Notes may be surrendered for registration of transfer or for exchange or presented for payment and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to

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maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee; provided, that the Trustee shall not be deemed an agent of the Issuer for service of legal process.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain such offices or agencies as required by Section 2.03 hereof for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03 hereof.

SECTION 4.03. Reports and Other Information.

(a) Notwithstanding that neither the Issuer nor Holdings may be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, each of the Issuer and Holdings shall furnish to the Trustee and Holders of the Notes (without exhibits) or post on its website (which may be password protected so long as the password is made promptly available by the Issuer or Holdings, as applicable, to the Holders, research analysts and prospective purchasers upon request) no later than 15 days after the dates specified below:

(1) within 90 days after the end of each fiscal year (beginning with the fiscal year ending after the Issue Date), annual reports containing substantially all of the information required to be contained in an Annual Report on Form 10-K if the Issuer or Holdings had been a reporting company under the Exchange Act (but only to the extent similar information is included in the Offering Memorandum); provided, that neither the Issuer nor Holdings shall be required to provide the information otherwise required to be presented by reporting companies under the Exchange Act pursuant to Part III of Form 10-K except for such information as would be required by Item 401 of Regulation S-K (other than the information required by subsections (c) and (g) of such item), Item 403(a) of Regulation S-K and Item 404 of Regulation S-K (assuming a transaction threshold of $2,500,000 rather than $120,000 and other than information with respect to employment and compensation arrangements and the information required by Item 404(b));

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports containing substantially all of the information required to be contained in a Quarterly Report on Form 10-Q if either the Issuer or Holdings had been a reporting company under the Exchange Act (but only to the extent similar information is included in the Offering Memorandum); and

(3) within the later of 15 days after the occurrence of the specified event or within five (5) Business Days of the date on which an event would have been required to be reported on a Form 8-K (as in effect on the Issue Date), information pursuant to Items 1.01 (Entry into a Material Definitive Agreement), 1.02 (Termination of a Material Definitive Agreement), 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets), 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 2.06 (Material Impairment), 4.01 (Changes in Registrant’s Certifying Accountants), 4.02 (Non-Reliance on Previously Issued Financial

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Statements or a Related Audit Report or Completed Interim Review), 5.01 (Changes in Control of Registrant), 5.02(a), (b) or (c) (Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensation Arrangements of Certain Officers) (other than any information relating to compensation arrangements with any directors or officers) and 9.01(a) (Financial Statements and Exhibits) (but only with respect to historical financial statements relating to transactions required to be reported pursuant to Item 2.01 and involving acquisitions of Persons that had revenues in excess of $500,000,000 for the last four completed fiscal quarters prior to the consummation of the acquisition) of a Current Report on Form 8-K (as in effect of the Issue Date); provided, that (a) no such report or information will be required to be so furnished if the Issuer or Holdings, as applicable, determines in good faith that such event is not material to the Holders or the business, assets, operations or financial condition of the Issuer or Holdings, as applicable, and such Person’s Restricted Subsidiaries, taken as a whole and (b) trade secrets and other confidential information that is competitively sensitive in the good faith and reasonable determination of the Issuer may be excluded from disclosures.

(b) The reports required pursuant to clauses (1), (2) and (3) of Section 4.03(a) will not be required to comply with (i) Section 302, Section 404 or Section 906 of the Sarbanes-Oxley Act of 2002, (ii) related Items 307 and 308 of Regulation S-K promulgated by the SEC, (iii) Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein) or any comparable successor provision and (iv) Regulation S-X Rule 3-10.

(c) So long as any Notes are outstanding, the Issuer will also:

(1) issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the delivery or posting of the annual and quarterly reports required by clauses (1) and (2) of Section 4.03(a) announcing the date on which such reports will be made available to the Holders and directing Holders, research analysts and prospective purchasers to contact the investor relations office of the Issuer to obtain copies of such reports;

(2) maintain a website (which may be password protected so long as the password is made promptly available by the Issuer to Holders, research analysts and prospective purchasers) to which all of the reports and press releases required by this Section 4.03 are posted; and

(3) host and participate in customary quarterly conference calls (which may be a single conference call together with investors holding other securities of the Issuer and/or its Restricted Subsidiaries and/or any direct or indirect parent of the Issuer) to discuss operating results and related matters. The Issuer shall issue a press release which will provide the date and time of any such call and will direct Holders, prospective purchasers and research analysts to contact the investor relations office of the Issuer to obtain access to the conference call;

provided, that the Issuer shall not be required to undertake the actions set forth in clauses (1), (2) and (3) of this Section 4.03(c) at any time that the Issuer or any direct or indirect parent thereof is otherwise undertaking similar actions on behalf of, and making similar information available to, investors holding other securities of the Issuer or any direct or indirect parent thereof; provided, further, that such information described in the immediately preceding proviso is made available to the Holders.

(d) In addition, to the extent not satisfied by the foregoing, the Issuer will, for so long as any Notes are outstanding, furnish to Holders and to prospective purchasers, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act and the Issuer shall also comply with the provisions of the Trust Indenture Act Section 314(a).

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(e) Each of the Issuer and Holdings may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer or Holdings, as applicable, by furnishing financial information relating to a direct or indirect parent company; provided that, if and for so long as such parent company shall have Independent Assets or Operations (as defined below), the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent company, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a stand-alone basis, on the other hand. “Independent Assets or Operations” means, with respect to any such parent company, that such parent company’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment in the Issuer and the Restricted Subsidiaries), determined in accordance with GAAP and as shown on the most recent balance sheet of such parent company, is more than 3.0% of such parent company’s corresponding consolidated amount.

(f) Notwithstanding anything herein to the contrary, neither Issuer nor Holdings will be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of Section 6.01(3) hereof until 120 days after the date any report under this Section 4.03 is due.

(g) To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured.

(h) It is understood that the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s compliance with the covenants and shall have no obligation whatsoever to determine whether or not such information, documents or reports have been posted on the Issuer’s website or filed with the SEC or to participate in any conference calls.

SECTION 4.04. Compliance Certificate.

(a) The Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that the Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture during such fiscal year and is not in Default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).

(b) After becoming aware of any Default that has occurred and is continuing under this Indenture, the Issuer shall promptly (which shall be no more than twenty (20) Business Days after becoming aware of such Default) deliver to the Trustee by registered or certified mail or by facsimile or electronic mail an Officer’s Certificate specifying such event and what action the Issuer is taking or proposes to take with respect thereto.

(c) The Issuer shall cause such Opinions of Counsel to be delivered to the Trustee at the times provided by and as may be required by Trust Indenture Act Section 314(b).

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SECTION 4.05. Stay, Extension and Usury Laws. The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant (to the extent that they may lawfully do so) that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.06. Company Existence. Subject to Article V hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence.

SECTION 4.07. Offer to Repurchase Upon Change of Control Triggering Event.

(a) If a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes under Section 3.07 hereof, the Issuer will make an offer to purchase all of the Notes pursuant to this Section 4.07 (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date prior to such repurchase. Within 60 days following any Change of Control Triggering Event, the Issuer will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Note Register or otherwise in accordance with the Applicable Procedures with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 4.07 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;

(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control Triggering Event) in the event that the occurrence of the Change of Control Triggering Event is delayed;

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

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(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided, that the Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $200,000 or any integral multiple of $1,000 in excess of $200,000;

(8) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and, if applicable, stating that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the date the notice was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Issuer in its sole discretion) by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied; and

(9) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow in order to have its Notes repurchased.

The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes by the Issuer pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof.

(b) On the Change of Control Payment Date, the Issuer will, to the extent permitted by law:

(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3) deliver, or cause to be delivered, to the Trustee an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer and, at the Issuer’s option, the Notes so accepted for cancellation.

(c) The Issuer will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

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(d) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer.

(e) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Change of Control Payment Date” and similar words, as applicable.

(f) The Issuer’s obligation to make an offer to repurchase the Notes pursuant to this Section 4.07 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.

SECTION 4.08. Limitation on Liens.

(a) Except as provided in Section 4.10 hereof, the Issuer will not, and will not permit any Guarantor to, create, incur or assume any Lien (except Permitted Liens) that secures any Indebtedness for borrowed money of the Issuer or any Guarantor on the Collateral or on any of its Principal Personal or Real Property (whether now owned or hereafter acquired).

(b) The expansion of Liens by virtue of accretion or amortization of original issue discount (excluding accretion or amortization that is expressly provided for in the agreement providing for the applicable Indebtedness that is a zero coupon or similar discount yield instrument) and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this Section 4.08.

(c) For purposes of determining compliance with this Section 4.08, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens or may be incurred in compliance with Section 4.10 hereof, the Issuer shall, in its sole discretion, classify or may subsequently reclassify at any time such Lien (or any portion thereof) in any manner that complies with this Section 4.08 (including by complying with Section 4.10 hereof) and the definition of “Permitted Liens”.

SECTION 4.09. Limitation on Sale and Lease-Back Transactions. Except as provided in Section 4.10 hereof, the Issuer will not, and will not permit any Guarantor to, consummate any Sale and Lease-Back Transaction with respect to any Principal Personal or Real Property with another Person (other than with the Issuer or a Guarantor) unless:

(1) the Issuer or such Guarantor could incur Indebtedness secured by a Lien on the property which would constitute a Permitted Lien; or

(2) the property leased pursuant to such arrangement is sold for a price at least equal to such property’s fair value (as determined by the Issuer in good faith); or

(3) within 360 days of the effective date of any such Sale and Lease-Back Transaction, the Issuer applies the Net Proceeds of the sale of the leased property, less the amount of Net Proceeds used to prepay, redeem or purchase the Notes, to the prepayment or retirement of Funded Debt of the Issuer and its Subsidiaries (which may include the Notes) and/or the acquisition, construction or improvement of any property.

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SECTION 4.10. Exempted Transactions.

(a) Notwithstanding the provisions of Sections 4.08 and 4.09 hereof, the Issuer and any Guarantor may (1) create, incur or assume any Lien upon any property, assets or revenues, or (2) consummate any Sale and Lease-Back Transaction if: (i) the aggregate outstanding principal amount of all Secured Indebtedness for borrowed money of the Issuer and the Guarantors that is secured by Liens on any Principal Personal or Real Property plus (ii) the aggregate Attributable Indebtedness in respect of Sale and Lease-Back Transactions that are subject to the restrictions on Sale and Lease-Back Transactions set forth in Section 4.09 hereof does not exceed an amount that would cause the Senior Secured Net Leverage Ratio for the Test Period immediately preceding the creation, incurrence or assumption of such a Lien or consummation of such Sale and Lease-Back Transaction, as applicable, to be greater than 4.00 to 1.00, calculated on a pro forma basis after giving effect to the creation, incurrence or assumption of such Lien and/or such Attributable Indebtedness in respect of Sale and Lease-Back Transactions that are subject to the restrictions on Sale and Lease-Back Transactions set forth in Section 4.09 hereof. The Issuer and any Guarantor may guarantee or provide a security interest in respect of any Indebtedness secured by any Lien created, incurred or assumed and any Sale and Lease-Back Transaction consummated, in each case, in compliance with this Section 4.10.

(b) In the event any Lien is created, incurred or assumed or any Sale and Lease-Back Transaction is consummated, in each case, in reliance upon compliance with the Senior Secured Net Leverage Ratio set forth in Section 4.10(a) hereof concurrently with the creation, incurrence or assumption of any Permitted Lien, then solely for purposes of calculating the Senior Secured Net Leverage Ratio at such time (but, for the avoidance of doubt, not in any subsequent calculation of the Senior Secured Net Leverage Ratio at a subsequent time), the Senior Secured Net Leverage Ratio will be calculated without regard to the creation, incurrence or assumption of any Indebtedness secured by such Permitted Lien.

SECTION 4.11. Additional Subsidiary Guarantees. If the Issuer or any Wholly-Owned Subsidiary that is a Restricted Subsidiary acquires or creates another Wholly-Owned Subsidiary that is a Restricted Subsidiary (other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary) after the Issue Date that provides a guarantee of the Issuer’s obligations under any Credit Facility (including the Senior Credit Facilities) with an aggregate principal or committed amount of at least $600,000,000, then, within 60 days after such Restricted Subsidiary provides such guarantee, such newly acquired or created Restricted Subsidiary shall be required to (x) execute a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary and (y) execute joinder agreements to the Security Documents or new Security Documents providing for a pledge of its assets as Collateral for the Notes and take all actions required by the Security Documents to perfect the Liens created by the Security Documents; provided that this Section 4.11 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60-day period in this Section 4.11.

SECTION 4.12. After-Acquired Property. From and after the Issue Date, upon the acquisition by the Issuer or any Guarantor of any After-Acquired Property, the Issuer or such Guarantor shall execute and deliver such security instruments, mortgages, financing statements and certificates, in each case in form and substance necessary to grant to the Collateral Agent a perfected security interest as required

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under this Indenture or the Security Documents, subject only to Permitted Liens, in such After-Acquired Property and to have such After-Acquired Property added to the Collateral (to the extent that such After-Acquired Property does not constitute Excluded Property), and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such After-Acquired Property to the same extent and with the same force and effect. If the Issuer or any Guarantor shall take any action following the Issue Date to grant, perfect or establish a lien on and/or security interest in any of its assets or properties to secure Obligations under the Senior Credit Facilities, then, subject to the First Lien Intercreditor Agreement, such Issuer or Guarantor shall, substantially concurrently therewith, take the corresponding actions in favor of the Collateral Agent in order to provide a corresponding benefit to the Collateral Agent for its benefit and the benefit of the Trustee and Holders of the Notes; provided that if such actions are taken solely outside of the United States with respect to assets of, or Equity Interests issued by, Foreign Subsidiaries that are borrowers or guarantors under the Senior Credit Facilities, such actions outside of the United States will not be required to be taken for the benefit of the Collateral Agent, the Trustee and the Holders of the Notes.

SECTION 4.13. Post-Closing Covenant. To the extent not previously delivered to the Senior Credit Facilities Agent, on or prior to the date that is 30 days following the Issue Date (or such later date as the Senior Credit Facilities Agent may agree in its sole discretion), the Issuer shall deliver, or cause to be delivered, to the Senior Credit Facilities Agent, all Security Certificates (as defined in the Security Documents) evidencing such Certificated Securities (as defined in the Security Documents) required to be pledged as Collateral duly indorsed by an effective indorsement (within the meaning of Section 8-107 of the UCC), or accompanied by share transfer powers or other instruments of transfer duly endorsed by such an effective endorsement, in blank. The Issuer shall use commercially reasonable efforts to deliver or cause to be delivered to the Collateral Agent reasonably promptly after the Issue Date insurance certificates and endorsements to evidence that all general liability and casualty policies required by the Credit Agreement have been endorsed or otherwise amended to name the Collateral Agent, on behalf of the Secured Parties (as defined in the Security Documents), as an additional insured, loss payee or mortgagee, as applicable and appropriate, in customary form.

ARTICLE V

SUCCESSORS

SECTION 5.01. Merger, Consolidation or Sale of All or Substantially All Assets.

(a) The Issuer may not: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving Person); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1) either: (a) the Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a Person organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof; provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation;

(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Issuer under the Notes pursuant to a supplemental indenture and executes joinder agreements to the Security Documents or new Security Documents providing for a pledge of its assets as Collateral for the Notes and takes all actions required by the Security Documents to perfect the Liens created by the Security Documents; and

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(3) immediately after giving pro forma effect to such transaction or series of transactions and any related financing transactions, no Event of Default exists.

(b) Notwithstanding the foregoing, this Section 5.01 will not apply to a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and any of the Subsidiary Guarantors.

SECTION 5.02. Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of the Issuer and its Subsidiaries, taken as a whole, in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into which the Issuer is merged or to which such sale, assignment, transfer, conveyance, lease or other disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture and the Security Documents with the same effect as if such successor had been named as the Issuer therein. When a successor assumes all the obligations of its predecessor under this Indenture, the Notes and the Security Documents following a consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets of the predecessor in accordance with Section 5.01 hereof, the predecessor shall be automatically released from those obligations.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default. An “Event of Default,” wherever used herein, means any one of the following events:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest on or with respect to the Notes;

(3) failure by the Issuer or any Guarantor for 90 days after receipt of written notice given by the Trustee or the Holders of not less than 30.0% in principal amount of the then outstanding Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clause (1) or (2) of this Section 6.01) contained in this Indenture or the Notes;

(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Holdings, the Issuer or any of its Significant Subsidiaries or the payment of which is guaranteed by Holdings, the Issuer or any of its Significant Subsidiaries, other than Indebtedness owed to Holdings, the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(A) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

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(B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at its stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, at any one time outstanding is in excess of the greater of (x) $600,000,000 and (y) 20% of EBITDA for the most recently ended Test Period;

without such Indebtedness having been discharged or such acceleration rescinded, waived or annulled within 30 days after receipt of the written notice given by the Trustee or the Holders of not less than 30.0% in principal amount of the then outstanding Notes;

(5) failure by Holdings, the Issuer or any Guarantor that is a Significant Subsidiary to pay final judgments aggregating in excess of the greater of (x) $600,000,000 and (y) 20% of EBITDA for the most recently ended Test Period (net of amounts covered by insurance policies issued by reputable insurance companies), which final judgments remain unpaid, undischarged, unwaived and unstayed for a period of more than 90 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) Holdings, the Issuer or any Guarantor that is a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due;

(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against Holdings, the Issuer or any Guarantor that is a Significant Subsidiary in a proceeding in which Holdings, the Issuer or any such Guarantor that is a Significant Subsidiary is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of Holdings, the Issuer or any Guarantor that is a Significant Subsidiary or for all or substantially all of the property of Holdings, the Issuer or any Guarantor that is a Significant Subsidiary; or

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(iii) orders the liquidation of Holdings, the Issuer or any Guarantor that is a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;

(8) the Guarantee by Holdings or any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void in a final non-appealable judgment of a court of competent jurisdiction or any responsible officer of Holdings or any Guarantor that is a Significant Subsidiary, denies in writing that it has any further liability under its Guarantee or gives written notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture;

(9) unless all Collateral has been released from the Liens in accordance with the provisions of the Security Documents and this Indenture, a security interest in a material portion of Collateral shall cease to be a valid and perfected security interest in favor of the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders, except as contemplated by this Indenture and the Security Documents, or the Issuer shall assert or any Guarantor shall assert, in any pleading in a court of competent jurisdiction, that any such security interest is invalid or unenforceable; or

(10) the failure of Holdings, the Issuer or any Guarantor that is a Significant Subsidiary to comply for 60 days after receipt of written notice described below with its other agreements contained in the Security Documents, except for a failure that would not be material to the whole of the Notes and without materially affecting the value of the Collateral taken as a whole.

A Default under clause (3), (4), (5) or (10) of this Section 6.01 will not become an Event of Default until the Trustee or the Holders of at least 30.0% in principal amount of the Notes then outstanding notify the Issuer of the Default and the Issuer does not cure such Default within the time period specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

SECTION 6.02. Acceleration. If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 hereof with respect to the Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30.0% in principal amount of the then total outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, the principal of, premium, if any, and interest on the Notes shall be due and payable immediately. The Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in the Holders’ interest. The Trustee shall have no obligation to accelerate the Notes if the Trustee in its best judgment determines that acceleration is not in the best interests of the Holders.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof with respect to the Issuer, all outstanding Notes shall become due and payable immediately without further action or notice.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under this Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind any acceleration with respect to the Notes and its consequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction).

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In the event of any Event of Default specified in Section 6.01(4) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged;

(2) the requisite holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured, waived or is otherwise no longer continuing.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee or the Collateral Agent may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes, the Security Documents or this Indenture.

The Trustee or the Collateral Agent may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee, the Collateral Agent or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults. Subject to Section 6.02 hereof, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) (including in connection with a Change of Control Offer). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

SECTION 6.05. Control by Majority. Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Collateral Agent or of exercising any trust or power conferred on the Trustee or the Collateral Agent. The Trustee or the Collateral Agent, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee or the Collateral Agent determines is unduly prejudicial to the rights of any other Holder (provided, however, that neither the Trustee nor the Collateral Agent shall have any affirmative duty to determine whether any such direction is unduly prejudicial to the rights of any other Holder) or that would involve the Trustee or the Collateral Agent in personal liability. In the event the Trustee receives inconsistent or conflicting directions from two or more groups of Holders, each representing less than a majority in aggregate principal amount of the Notes outstanding, the Trustee, in its sole discretion, may determine what action, if any, shall be taken or not taken.

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SECTION 6.06. Limitation on Suits. No Holder of a Note may pursue any remedy with respect to this Indenture or the Notes (subject to the First Lien Intercreditor Agreement) unless:

(1) such Holder has previously given the Trustee and the Collateral Agent written notice that an Event of Default is continuing;

(2) Holders of at least 30.0% in principal amount of the total outstanding Notes have requested in writing the Trustee and/or the Collateral Agent to pursue the remedy;

(3) Holders have offered the Trustee and/or the Collateral Agent, as applicable, security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4) the Trustee and/or the Collateral Agent, as applicable, has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee and/or the Collateral Agent, as applicable, a direction inconsistent with such written request within such 60-day period.

SECTION 6.07. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, the Collateral Agent and their respective agents and counsel to the extent required to be paid under Section 7.07 hereof.

SECTION 6.08. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

SECTION 6.09. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.10. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

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SECTION 6.11. Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, the Collateral Agent and their respective agents and counsel to the extent required to be paid under Section 7.07 hereof) and the Holders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims, and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee on behalf of such Holder, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee and the Collateral Agent any amount due to them for the reasonable compensation, expenses, disbursements and advances of the Trustee, the Collateral Agent and their respective agents and counsel required to be paid under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, the Collateral Agent and their respective agents and counsel, and any other amounts required to be paid to the Trustee and the Collateral Agent under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee or the Collateral Agent to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee or the Collateral Agent to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.12. Priorities. Subject to the terms of the Security Documents and the Intercreditor Agreements, if the Trustee, the Collateral Agent or any Agent collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

(i) to the Trustee, the Collateral Agent, such Agent and their respective agents and attorneys for amounts due under Section 7.07 hereof and under the Security Documents and the Intercreditor Agreements, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee, the Collateral Agent or such Agent and the costs and expenses of collection;

(ii) to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

(iii) to the Issuer or to such party as a court of competent jurisdiction shall direct, including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.12.

SECTION 6.13. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.13 does not apply to a suit by the Trustee, a suit by a holder pursuant to Section 6.14 or a suit by Holders of more than 10.0% in principal amount of the then outstanding Notes.

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SECTION 6.14. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest and premium on the Notes held by such Holder, on the respective due dates expressed in the Notes (or, in the case of a redemption, on the redemption date), or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the consent of such Holder.

ARTICLE VII

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture on behalf of the Holders, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Subject to clause (a) above:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of willful misconduct or bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this clause (c) does not limit the effect of clause (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof.

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(d) Whether or not therein expressly so provided, every provision of this Indenture, the Security Documents and the Intercreditor Agreements that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.01.

(e) The Trustee and the Collateral Agent shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders unless the Holders have offered to the Trustee or the Collateral Agent, as applicable, indemnity or security reasonably satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

SECTION 7.02. Rights of Trustee.

(a) The Trustee may conclusively rely upon and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) The Trustee may retain professional advisers to assist it in performing its duties under this Indenture. Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

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(h) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder, including, for the avoidance of doubt, the Collateral Agent.

(j) The Trustee shall have no duty to inquire as to the performance of the Issuer with respect to the covenants contained in Article IV. The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not imply a duty to review nor shall it constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

(k) The permissive rights of the Trustee to take certain actions under this Indenture shall not be construed as a duty unless so specified herein.

(l) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(m) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(n) The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(o) The Trustee and the Paying Agent shall be entitled to make payments net of any taxes or other sums required by any applicable law to be withheld or deducted.

SECTION 7.03. Individual Rights of Trustee. The Trustee and the Collateral Agent, as applicable, in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any of its Affiliates with the same rights it would have if it were not Trustee or Collateral Agent. However, in the event that the Trustee acquires any conflicting interest under the Trust Indenture Act, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.10 hereof.

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SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Security Documents, the Intercreditor Agreements or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or therein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture or such other documents other than its certificate of authentication.

SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall deliver to Holders a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a Responsible Officer of the Trustee in good faith determines that withholding the notice is in the interests of the Holders.

SECTION 7.06. Trustee Reports. Within 60 days after each May 1 beginning with May 1, 2024, and for so long as Notes remain outstanding, the Trustee shall deliver to each Holder a brief report dated as of May 1 in accordance with, and to the extent required under, Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). During the same time period specified above, the Trustee also shall comply with Trust Indenture Act Section 313(b), which section relates to the release or substitution of certain property from the Lien of this Indenture and advances made by the Trustee. The Trustee will also transmit by mail all reports as required by Trust Indenture Act Section 313(c). If this Indenture has been qualified under the Trust Indenture Act, a copy of each report at the time of its mailing to Holders shall be filed with the SEC and each stock exchange (if any) on which the Notes are listed in accordance with Trust Indenture Act Section 313(d).

SECTION 7.07. Compensation and Indemnity. The Issuer shall pay to each of the Trustee and the Collateral Agent from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. Such compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse each of the Trustee and the Collateral Agent promptly upon request for all reasonable and documented out-of-pocket disbursements, advances and expenses properly incurred or made by it. Such expenses shall include the reasonable and documented compensation, disbursements and expenses of the Trustee’s and the Collateral Agent’s agents and counsel.

The Issuer and the Guarantors, jointly and severally, shall indemnify each of the Trustee and the Collateral Agent for, and hold the Trustee and the Collateral Agent harmless against, any and all loss, damage, claims, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of this trust and the performance of their respective duties hereunder and under the Security Documents and Intercreditor Agreements (including the reasonable costs and expenses of enforcing this Indenture, the Security Documents or the Intercreditor Agreements against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantor, or any other Person or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder or thereunder) (but excluding taxes imposed on such persons in connection with compensation for such administration or performance). The Trustee or the Collateral Agent, as the case may be, shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee or the Collateral Agent to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and each of the Trustee and the Collateral Agent shall provide reasonable

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cooperation at the Issuer’s expense in the defense. Each of the Trustee and the Collateral Agent may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. Neither the Issuer nor any Guarantor shall be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee’s negligence or willful misconduct or the Collateral Agent’s gross negligence or willful misconduct, as the case may be; provided, however, that each of the Trustee and the Collateral Agent may only employ separate counsel at the expense of the Issuer if (a) the Issuer has not otherwise assumed the Trustee’s or Collateral Agent’s defense or (b) in the judgement of the Trustee or Collateral Agent, (i) a conflict of interest exists by reason of common representation or (ii) there are legal defenses available to the Trustee or Collateral Agent that are different from or are in addition to those available to the Issuer. Neither the Issuer nor any Guarantor shall be required to pay for any settlement made without its consent, which consent shall not be unreasonably withheld. In no event shall the Issuer or any Guarantor be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Issuer or any Guarantor has been advised of the likelihood of such loss or damage and regardless of the form of action.

The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee or the Collateral Agent, as applicable.

To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee and the Collateral Agent shall have a Lien prior to the Notes on all money or property held or collected by the Trustee or the Collateral Agent, except for money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee or the Collateral Agent incurs expenses or renders services after an Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

SECTION 7.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal. The Issuer may remove the Trustee if:

(A) the Trustee fails to comply with Section 7.10 hereof;

(B) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(C) a custodian or public officer takes charge of the Trustee or its property; or

(D) the Trustee becomes incapable of acting.

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If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

If a successor Trustee does not take office within 45 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

The resigning Trustee shall have no responsibility or liability for any action or inaction of a successor Trustee.

SECTION 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

SECTION 7.10. Eligibility; Disqualification. There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power and which is generally recognized as a corporation which customarily performs such corporate trustee roles and provides such corporate trustee services in transactions similar in nature to the offering of the Notes as described in the Offering Memorandum and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

This Indenture will always have a Trustee who satisfies the requirements of Trust Indenture Action Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Action Section 310(b); provided, however, there will be excluded from the operation of Trust Indenture Act Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) are met.

SECTION 7.11. Intercreditor Agreements and Security Documents. By acceptance of the Notes, the Holders shall be deemed to hereby (i) authorize and direct the Trustee and the Collateral Agent, as the case may be, to execute and deliver the Intercreditor Agreements (on behalf of the Collateral Agent, the Trustee and the Holders) and the Security Documents or Intercreditor Agreements in which it is named as a party, including any Security Documents executed after the Issue Date in accordance with Article XIII, in each case, including such changes from the forms, if any attached to this Indenture or any other agreements, as may be necessary or desirable (as determined by the Issuer) in connection with the execution thereof, (ii) authorize and appoint the Trustee to act as their Authorized

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Representative (as defined in the First Lien Intercreditor Agreement) and the Collateral Agent to act as their Collateral Agent (as defined in the First Lien Intercreditor Agreement) under the First Lien Intercreditor Agreement, and agree that as such (x) the Trustee and the Collateral Agent will be deemed to be a party to the Intercreditor Agreements as trustee and agent for the Holders and (y) the Collateral Agent, the Trustee and the Holders will be subject to and bound by the provisions of the First Lien Intercreditor Agreement as Additional First-Lien Secured Parties (as defined in the First Lien Intercreditor Agreement), (iii) accept and authorize the Collateral Agent, as Collateral Agent for itself, the Trustee and the Holders under the Security Documents and the Intercreditor Agreements, to take such action as agent on their behalf and to exercise such powers under the Security Documents and the Intercreditor Agreements as are delegated to the Collateral Agent by the terms thereof and (y) accept and acknowledge the terms of the Intercreditor Agreements applicable to them and agree to be bound by the terms thereof applicable to holders of the First-Lien Obligations (as defined in the First Lien Intercreditor Agreement) with all the rights and obligations of a Secured Party (as defined in the Security Documents) thereunder and bound by all the provisions thereof. It is hereby expressly acknowledged and agreed that, in taking the foregoing actions, the Trustee and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Intercreditor Agreements and the Security Documents, the Trustee and the Collateral Agent each shall have all of the rights, immunities, indemnities and other protections granted to them under this Indenture (in addition to those that may be granted to them under the terms of such other agreement or agreements).

SECTION 7.12. Preferential Collection of Claims Against Issuer. The Trustee shall comply with Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated.

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at its option and at any time, elect to have either Section 8.02 or Section 8.03 hereof applied to all outstanding Notes and all obligations of the Guarantors with respect to the Guarantees upon compliance with the conditions set forth below in this Article VIII.

SECTION 8.02. Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option under this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and have its and each Guarantor’s obligations discharged with respect to the Security Documents on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05 hereof, to have cured all then existing Events of Default and to have satisfied all its other obligations under such Notes, this Indenture and the Registration Rights Agreement including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(A) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

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(B) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(C) the rights, powers, trusts, duties, indemnities and immunities of the Trustee and the Collateral Agent, and the Issuer’s obligations in connection therewith; and

(D) this Section 8.02.

Subject to compliance with this Article VIII, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

SECTION 8.03. Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.06, 4.07, 4.08, 4.09, 4.10 and 4.11 hereof and clause (3) of Section 5.01(a) hereof and the Security Documents with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(4), 6.01(5), 6.01(6) (solely with respect to the Issuer’s Restricted Subsidiaries), 6.01(7) (solely with respect to the Issuer’s Restricted Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default.

SECTION 8.04. Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in Dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient (to the extent such amounts consist of U.S. Government Obligations, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm) to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal, premium, if any, or interest on the Notes, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; provided, that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall

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be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Make-Whole Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. The amount of any Make-Whole Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Make-Whole Premium Deficit that confirms that such Make-Whole Premium Deficit shall be applied toward such redemption. The Trustee shall have no liability whatsoever in the event that such Make-Whole Premium Deficit is not in fact paid after any Legal Defeasance or Covenant Defeasance;

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions:

(A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or

(B) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens and the consummation of other transactions in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement, instrument or documents (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens and the consummation of other transactions in connection therewith);

(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and

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(7) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Notwithstanding the foregoing, any Opinion of Counsel required by the immediately preceding paragraph with respect to Legal Defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

The Collateral will be released from the Lien securing the Notes as provided under Section 13.03 upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions described above.

SECTION 8.05. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Dollars or U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(2) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.06. Repayment to Issuer. Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.

SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any Dollars or U.S. Government Obligations in accordance with Section 8.02 or Section 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and the Guarantors’ obligations under this Indenture and the Notes, the Guarantees and the Security Documents shall be revived and reinstated as

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though no deposit had occurred pursuant to Section 8.02 or Section 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or Section 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee and the Collateral Agent, as applicable, may amend or supplement this Indenture, any Guarantee, any Security Document, any Intercreditor Agreement or Notes without the consent of any Holder or any other party hereto:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to comply with Article V hereof;

(4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;

(7) to add additional assets as Collateral, to release Collateral from the Lien pursuant to this Indenture, the Security Documents and the Intercreditor Agreements when permitted or required by this Indenture, the Security Documents or the Intercreditor Agreements and to modify the Security Documents and/or the Intercreditor Agreements to add additional secured creditors holding Obligations that are permitted under this Indenture to constitute First Lien Obligations under the applicable Intercreditor Agreement pursuant to the terms of this Indenture and to add additional secured creditors holding obligations that are secured by a Lien permitted by this Indenture as junior lien obligations under any junior priority intercreditor agreement;

(8) to evidence and provide for the acceptance and appointment under this Indenture, any Intercreditor Agreement, or any Security Document, as applicable, of a successor Trustee or Collateral Agent hereunder pursuant to the requirements hereof;

(9) to provide for the issuance of Exchange Notes or private exchange notes, which are identical to Exchange Notes except that they are not freely transferable in exchange for Notes and which shall be treated, together with any outstanding Notes, as a single class of securities, or to provide for the qualification of this Indenture under the Trust Indenture Act to the extent required by Section 12.16 hereof;

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(10) to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture;

(11) to conform the text of this Indenture, Guarantees, any Security Document, any Intercreditor Agreement or the Notes to any provision of the “Description of Senior Secured Notes” or “Exchange Offer; Registration Rights” sections of the Offering Memorandum to the extent that such provision in such “Description of Senior Secured Notes” or “Exchange Offer; Registration Rights” sections was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, any Security Document, any Intercreditor Agreement or the Notes, as provided to the Trustee or the Collateral Agent, as applicable, in an Officer’s Certificate;

(12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes or Exchange Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes or Exchange Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes or Exchange Notes (as determined in good faith by the Issuer); or

(13) to provide for the issuance of Additional Notes, subject to compliance with Section 4.08 and/or Section 4.10, in accordance with the terms of this Indenture.

Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture or amendment to the Security Documents or Intercreditor Agreements, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02 hereof (to the extent requested by the Trustee or the Collateral Agent), the Trustee and the Collateral Agent shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture or amendment to the Security Documents or the Intercreditor Agreements authorized or permitted by the terms of this Indenture, the Security Documents or the Intercreditor Agreements and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall have the right, but not be obligated to, enter into any such amended or supplemental indenture or amendment to the Security Documents or Intercreditor Agreements that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor, the Trustee and the Collateral Agent of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto and any supplement to the Security Documents and the Intercreditor Agreements in connection with the same, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture and any supplement to the Security Documents and the Intercreditor Agreement in connection with the same is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

SECTION 9.02. With Consent of Holders. Except as provided below in this Section 9.02, the Issuer, the Guarantors, the Trustee and the Collateral Agent may amend or supplement this Indenture and any Guarantee, the Notes, the Security Documents or the Intercreditor Agreements with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Section 6.04 hereof, any existing Default or

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Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture or amendment to the Security Documents or the Intercreditor Agreement, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02 hereof, the Trustee and the Collateral Agent shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture or amendment to the Security Documents or the Intercreditor Agreement unless such amended or supplemental indenture directly affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture or amendment to the Security Documents or the Intercreditor Agreement.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall deliver to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder:

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed final maturity of any such Note or reduce the premium payable upon the redemption of such Notes on any date (other than the provisions relating to Section 4.07 hereof); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Notes;

(3) reduce the rate of or change the time for payment of interest on any Note;

(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;

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(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults;

(7) make any change in this Article IX that is materially adverse to the Holders;

(8) make any change to or modify the ranking of the Notes that would adversely affect the Holders, except as permitted or required by this Indenture of the Intercreditor Agreements;

(9) except as expressly permitted by this Indenture, modify the Guarantees of Holdings or any Significant Subsidiary, in any manner materially adverse to the Holders; or

(10) so long as this Indenture is qualified under the Trust Indenture Act, impair the right of any Holder to receive payment of principal of and interest on or premium, if any, with respect to such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes.

Additionally, without the consent of Holders of at least 66 2/3% in principal amount of the Notes then outstanding, no such amendment, waiver or modification will release all or substantially all of the Collateral from the Liens securing the Notes and Guarantees.

SECTION 9.03. Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture or the Notes shall be set forth in a supplemental indenture hereto that complies with the Trust Indenture Act as then in effect if this Indenture shall then be qualified under the Trust Indenture Act.

SECTION 9.04. Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

SECTION 9.05. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

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SECTION 9.06. Trustee and the Collateral Agent to Sign Amendments, etc.

(a) The Trustee and the Collateral Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, as applicable. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall receive, and shall be fully protected in relying conclusively upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture, the Security Documents and the Intercreditor Agreements and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof.

(b) Notwithstanding Section 9.06(a), neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

ARTICLE X

GUARANTEES

SECTION 10.01. Guarantee. Subject to this Article X, each of the Guarantors, as primary obligor and not merely as a surety, hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Issuer hereunder or thereunder, that (a) the principal of and interest and premium, if any, on the Notes shall be punctually paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders, the Trustee or the Collateral Agent hereunder or thereunder, including for expenses, indemnification or otherwise, shall be punctually paid in full, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same promptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes). Each Guarantor hereby waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture.

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Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section 10.01.

If any Holder, the Trustee or the Collateral Agent is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, then any amount paid either to the Trustee, the Collateral Agent or such Holder, as applicable, then this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Until terminated in accordance with Section 10.06 hereof, each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Guarantee issued by any Guarantor shall be a general senior obligation of such Guarantor, which shall be secured by Liens on the Collateral of such Guarantor and be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor.

Each payment to be made by a Guarantor in respect of its Guarantee shall be made without setoff, counterclaim, reduction or diminution of any kind or nature.

SECTION 10.02. Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the

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Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

SECTION 10.03. Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D) shall be executed on behalf of such Guarantor by one of its authorized Officers.

Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee of such Guarantor shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

If required by Section 4.11 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.11 hereof and this Article X, to the extent applicable.

SECTION 10.04. Subrogation. Subject to the fifth paragraph of Section 10.01 and Section 10.02 hereof, each Guarantor shall be subrogated to all rights of Holders against the Issuer in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full.

SECTION 10.05. Benefits Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

SECTION 10.06. Release of Guarantees. Each Guarantee by a Guarantor (but, in the case of Holdings, only under clauses (4) and (6)) shall be automatically and unconditionally released and discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

(1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (i) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (ii) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture;

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(2) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment of such Indebtedness or under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.11 hereof);

(3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or

(4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture;

(5) the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions of this Indenture; or

(6) as described in Article IX.

In addition, the Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed any Indebtedness of the Issuer in an aggregate principal amount outstanding in excess of $600,000,000 under any Credit Facility, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect. At the request of the Issuer, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

ARTICLE XI

SATISFACTION AND DISCHARGE

SECTION 11.01. Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of

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the Holders, cash in Dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any Make-Whole Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption. The amount of any Make-Whole Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Make-Whole Premium Deficit that confirms that such Make-Whole Premium Deficit shall be applied toward such redemption. The Trustee shall have no liability whatsoever in the event that such Make-Whole Premium Deficit is not in fact paid in connection with such redemption;

(B) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and

(C) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Such Opinion of Counsel may rely on such Officer’s Certificate as to matters of fact, including clauses 2(A), (B) and (C) above.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive such satisfaction and discharge.

SECTION 11.02. Application of Trust Money. Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee or another entity designated by it for such purposes pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee or another entity designated by it for such purposes; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuer has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

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ARTICLE XII

MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls. If, following the qualification of this Indenture under the Trust Indenture Act, any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

SECTION 12.02. Notices. Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), facsimile, electronic mail (in “.pdf” format) or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer and/or any Guarantor:

IQVIA Inc.

2400 Ellis Rd.

Durham, North Carolina 27703

Attention: General Counsel

with a copy (which copy shall not constitute notice) to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

Attention: Dan Coyne

If to the Trustee or the Collateral Agent:

U.S. Bank Trust Company, National Association

Global Corporate Trust Services EP-MN-WS3C

60 Livingston Avenue

St. Paul, MN 55107

Attention: Corporate Trust Administrator for IQVIA Inc.

Fax: + (1) 651-466-7430

Email: brandon.bonfig@usbank.com

The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

For so long as any Notes are represented by Global Notes, all notices to Holders of the Notes will be delivered to the Depositary in accordance with the Applicable Procedures . If any Notes are represented by Definitive Notes, the notices to Holders of such Notes will be validly given if mailed to them at their respective addresses in the Note Register maintained by the Registrar.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; on the first date on which publication

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is made or electronic delivery made; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee or the Collateral Agent shall be deemed effective upon actual receipt thereof.

Failure to deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed or otherwise delivered in the manner provided above within the time prescribed, such notice or communication shall be deemed duly given, whether or not the addressee receives it.

If the Issuer delivers or mails a notice or communication to Holders, it shall deliver or mail a copy to the Trustee and each Agent at the same time.

SECTION 12.03. Communication by Holders with Other Holders. Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

SECTION 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee or the Collateral Agent to take any action under this Indenture (other than as set forth in Section 9.06(b) hereof), the Security Documents or the Intercreditor Agreement, as applicable, the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee or the Collateral Agent, as applicable:

(A) An Officer’s Certificate in form reasonably satisfactory to the Trustee or the Collateral Agent, as applicable (which shall include the statements set forth in Section 12.05 hereof), stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture, the Security Documents and the Intercreditor Agreement, as applicable, relating to the proposed action have been satisfied; and

(B) An Opinion of Counsel in form reasonably satisfactory to the Trustee or the Collateral Agent, as applicable (which shall include the statements set forth in Section 12.05 hereof), stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 12.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof), the Security Documents or the Intercreditor Agreement, as applicable, shall include:

(A) a statement that the Person making such certificate or opinion has read such covenant or condition;

(B) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(C) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

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(D) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

SECTION 12.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar, Transfer Agent and Paying Agent may make reasonable rules and set reasonable requirements for their respective functions.

SECTION 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their parent companies or subsidiaries (other than the Issuer and the Guarantors) shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees, this Indenture, the Registration Rights Agreement, any supplemental indenture or any Security Document or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

SECTION 12.08. Governing Law. THIS INDENTURE, THE NOTES, ANY GUARANTEE, THE SECURITY DOCUMENTS AND THE INTERCREDITOR AGREEMENTS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 12.09. Waiver of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS, THE TRUSTEE AND EACH OTHER PARTY HERETO HEREBY, AND THE HOLDERS BY THEIR ACCEPTANCE OF THE NOTES THEREBY, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 12.10. Force Majeure. In no event shall the Trustee or the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

SECTION 12.11. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.12. Successors. All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee and the Collateral Agent in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof.

SECTION 12.13. Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

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SECTION 12.14. Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture or any document to be signed in connection with this Indenture (other than the Notes) shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

SECTION 12.15. Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 12.16. Qualification of Indenture. The Issuer and the Guarantors shall qualify this Indenture with respect to the Notes which are subject to a registration statement filed pursuant to the Registration Rights Agreement under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuers, the Guarantors, the Trustee and the Collateral Agent) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and such Notes and printing this Indenture and such Notes. The Trustee shall be entitled to receive from the Issuers and the Guarantors any such Officer’s Certificates, Opinion of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

SECTION 12.17. USA PATRIOT Act. The parties hereto acknowledge that in order to help the government fight the funding of terrorism and money laundering activities, Section 326 of the USA PATRIOT Act and 31 C.F.R. § 1010.230 require all financial institutions to obtain, verify, and record information that identifies each person establishing a relationship or opening an account with U.S. Bank Trust Company, National Association. The parties hereto agree that they will provide the Trustee and the Collateral Agent with name, address, tax identification number, if applicable, and other information that will allow the Trustee and the Collateral Agent to identify the individual or entity who is establishing the relationship, and will further provide the Trustee and the Collateral Agent with formation documents such as articles of incorporation or other identifying documents.

ARTICLE XIII

COLLATERAL

SECTION 13.01. The Collateral.

(a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations of the Issuer and the Guarantors under this Indenture, and the Notes and the

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Security Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Documents which the Issuer and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured pursuant to all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements.

(b) The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for its benefit and for the benefit of all of the Holders and the Trustee and the Collateral Agent, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreements.

(c) Each Holder, by its acceptance of any Notes, consents and agrees to the terms of Section 13.05 hereof, the Security Documents and the Intercreditor Agreements (including the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements in accordance therewith.

(d) The Collateral Agent, the Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Collateral Agent, the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

(e) It is understood and agreed that prior to the repayment in full of the obligations under the Senior Credit Facilities, to the extent the Senior Credit Facilities Agent is satisfied with or agrees to any deliveries of or other arrangements with respect to any Investment Related Property (as defined in the Security Agreement) (such Investment Related Property, referred to as “pledged Collateral” in this clause (e)), the Collateral Agent shall automatically be deemed to be satisfied with the same arrangements. So long as the First Lien Intercreditor Agreement is in effect and prior to the repayment in full of the obligations under the Senior Credit Facilities, (A) the Issuer or any Guarantor may satisfy its obligations to deliver or make arrangements with respect to such pledged Collateral to the Collateral Agent by delivering to, or making arrangements with respect to such pledged Collateral satisfactory to the Senior Credit Facilities Agent and (B) if the Senior Credit Facilities Agent grants an extension of time pursuant to a provision in the Credit Agreement that is substantially similar to the corresponding provisions of the definition of “Excluded Property” or exercises its discretion under the Credit Agreement to determine that any Subsidiary of the Issuer shall be excluded from the requirements of the “Collateral and Guarantee Requirement” or that any property shall be an “Excluded Asset” (in each case as defined in the Credit Agreement), the Collateral Agent shall automatically be deemed to accept such determination hereunder and under the Security Documents and shall execute any documentation, if applicable, in connection therewith. The Issuer shall provide written notice (which may be by email) to the Collateral Agent of any determination made by the Senior Credit Facilities Agent which shall be binding upon the Collateral Agent in accordance with the terms of this Indenture and the Security Documents; provided, however, that the Collateral Agent shall not be bound by any determination made by the Senior Credit Facilities Agent that adversely affects the rights, protections, benefits, indemnities or immunities of the Collateral Agent without the prior written consent of the Collateral Agent.

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SECTION 13.02. Further Assurances. Subject to the limitations set forth in the Security Documents, the Issuer and each of the Guarantors will execute, deliver and file, if applicable, any and all further documents, financing statements, agreements and instruments, and take all further action that may be reasonably required under applicable law (including the filing of continuation financing statements and amendments to financing statements), or that the Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Security Documents in the Collateral.

SECTION 13.03. Release of Collateral.

(a) The Issuer and the Guarantors will be entitled to the release of property and other assets included in the Collateral from the Liens securing the Notes and the Guarantees under any one or more of the following circumstances:

(1) upon any sale, transfer or other disposition by the Issuer or any Guarantor of any Collateral that is permitted under this Indenture to any Person that is not the Issuer or a Guarantor;

(2) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under its Guarantee;

(3) to the extent such Collateral otherwise becomes Excluded Property;

(4) as described under Article IX; and

(5) in accordance with the First Lien Intercreditor Agreement.

(b) The security interests in all Collateral securing the Notes or the Guarantees also will be released upon (i) a satisfaction and discharge pursuant to Section 11.1 hereof or (ii) a legal defeasance or covenant defeasance pursuant to Article VIII hereof.

(c) To the extent the Collateral Agent is required or requested to take any action to effect the release of any Collateral, the Issuer and each Guarantor will furnish to the Collateral Agent, prior to each proposed release of Collateral pursuant to the Security Documents and this Indenture;

(i) an Officer’s Certificate requesting such release, including a statement to the effect that all conditions precedent provided for in this Indenture and the Security Documents to such release have been complied with including the delivery to the Collateral Agent of all documents required under this Section 13.03(c);

(ii) a form of such release requested to be executed and delivered by the Collateral Agent (if applicable); and

(iii) all documents (if any) expressly required by this Indenture, the Security Documents and the Intercreditor Agreements.

Upon compliance by the Issuer or the Guarantors, as the case may be, with the conditions precedent set forth above and in the Security Documents and delivery to the Trustee and the Collateral Agent of an Officer’s Certificate and an Opinion of Counsel that all conditions precedent required by this Indenture and the Security Documents have been complied with, the Trustee or the Collateral Agent, as applicable, shall promptly cause the released Collateral to be released and reconveyed to the Issuer or the applicable Guarantor and shall take all other actions reasonably requested by the Issuer or the Guarantor in connection therewith.

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(d) The release of any Collateral in accordance with the terms of this Indenture and the Security Documents shall not be deemed to impair the security under this Indenture on any remaining Collateral or affect the Lien of this Indenture or the Security Documents on any remaining Collateral pursuant to this Indenture, the Security Documents or the Intercreditor Agreements.

SECTION 13.04. Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents.

(a) Subject to the provisions of the Security Documents and the Intercreditor Agreements, each of the Trustee or the Collateral Agent may (but shall not be obligated to), in its sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions it deems necessary or appropriate in order to (a) enforce any of its rights or any of the rights of the Holders under the Security Documents and the Intercreditor Agreements and (b) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer and the Subsidiaries hereunder and thereunder. Subject to the provisions of the Security Documents and the Intercreditor Agreements, the Trustee or the Collateral Agent shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreements or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interest and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or the Trustee).

(b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral or to ensure that the Collateral is cared for, protected, insured or has properly been encumbered (other than the exercise of reasonable care in the custody and preservation of the Collateral in its possession). Neither the Trustee nor the Collateral Agent shall have responsibility for recording, filing, re-recording or refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. The Trustee or the Collateral Agent, as applicable, shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee or the Collateral Agent, as applicable, in good faith.

(c) Where any provision of this Indenture requires that any action be taken to perfect the security interest in any Collateral, the Issuer and the relevant Guarantor shall deliver to the Trustee or the Collateral Agent the following:

(i) written notice from the Issuer of such Collateral;

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(ii) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the date of this Indenture, with such changes thereto as the Issuer shall consider appropriate, or in such other form as the Issuer shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee or the Collateral Agent; and

(iii) such financing statements, if any, as the Issuer shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral.

(d) Upon receipt of the foregoing, the Collateral Agent shall execute and enter into or authorize the filing of any such instrument; provided that in no event shall the Collateral Agent be required to enter into any such instrument that it determines adversely affects the rights, immunities, privileges or indemnities of the Collateral Agent hereunder in a commercially unreasonable manner.

(e) Notwithstanding the foregoing, and except as may be required by Section 13.09, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the filing of UCC financing statements or the joinder of any new Guarantor to the First Lien Intercreditor Agreement.

SECTION 13.05. Appointment and Authorization of U.S. Bank Trust Company, National Association as Collateral Agent.

(a) U.S. Bank Trust Company, National Association is hereby designated and appointed as the Collateral Agent under the Security Documents, and is authorized as the Collateral Agent to execute and enter into each of the Security Documents and the Intercreditor Agreements (including joinders thereto) and (i) to take action and exercise such powers as are expressly required or permitted hereunder and under the Security Documents and the Intercreditor Agreements and (ii) to exercise such powers and perform such duties as are in each case, expressly delegated to the Collateral Agent by the terms hereof and thereof together with such other powers as are reasonably incidental hereto and thereto. The Collateral Agent agrees to act as such on the conditions contained in this Section 13.05. The Collateral Agent shall have the privileges, powers and immunities set forth herein and in the Security Documents in acting as such. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents or the Intercreditor Agreements, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents and the Intercreditor Agreements to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents or the Intercreditor Agreements or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

(b) The Collateral Agent shall incur no liability to anyone in acting upon any signature, instrument, statement, notice, resolution, request, direction, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Collateral Agent may exercise any of its rights or powers

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hereunder or perform any of its duties hereunder either directly or by or through agents or attorneys, and the Collateral Agent shall not be responsible for any willful misconduct or gross negligence on the part of any agent or attorney appointed hereunder with due care by it. Anything in this Indenture or Security Documents notwithstanding, in no event shall the Collateral Agent be liable for special, indirect or consequential damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent has been advised of such loss or damage and regardless of the form of action.

(c) The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture, the Security Documents or the Intercreditor Agreements unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Except as otherwise provided in the Security Documents, the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Security Documents or the Intercreditor Agreements in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders.

SECTION 13.06. Collateral Accounts.

(a) The Trustee and the Collateral Agent are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Security Documents and the Intercreditor Agreements.

SECTION 13.07. Resignation of Collateral Agent.

(a) The Collateral Agent may resign at any time by notice to the Trustee and the Issuer, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture, the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed pursuant to the preceding sentence within 45 days after the intended effective date of resignation (as stated in the notice of resignation) the Collateral Agent shall, at the expense of the Issuer, be entitled to petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Article XIII shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Indenture.

SECTION 13.08. Junior Priority Intercreditor Agreements.

In the event that the Issuer or any of the Guarantors incur any Indebtedness required to be secured on a junior lien basis to the Liens on the Collateral securing the First-Lien Obligations (and such Indebtedness and Liens are not prohibited by this Indenture), the Collateral Agent will enter into a junior priority intercreditor agreement to set forth the relative rights and obligations of the Senior Credit Facilities

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Agent, the Collateral Agent, on behalf of the Holders, and the holders of such Indebtedness. The form of such junior priority intercreditor agreement shall be as determined by the Senior Credit Facilities Agent (or if the Credit Agreement has been terminated, the Controlling Collateral Agent (as defined in the First Lien Intercreditor Agreement) under the First Lien Intercreditor Agreement, and if the Collateral Agent is the Controlling Collateral Agent at such time, such intercreditor agreement shall provide for the subordination of Liens securing such Indebtedness to the Liens securing the Notes and other intercreditor provisions with respect to such Indebtedness that are reasonably customary in the good faith determination of the Issuer (for intercreditor agreements providing junior priority liens) as certified by the Issuer to the Collateral Agent in an Officer’s Certificate). Each such junior priority intercreditor agreement is referred to herein as a “Junior Priority Intercreditor Agreement”.

SECTION 13.09. Recordings and Opinions.

(a) The Issuer shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of December 31 of each year, commencing with the calendar year ending December 31, 2024 an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Security Documents and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (2) stating that, in the opinion of such counsel, no such action is necessary to perfect or continue the perfection of any security interest created under any of the Security Documents.

(b) To the extent applicable, the Issuer shall cause Trust Indenture Act Section 313(b)(1), relating to reports, and Trust Indenture Act Section 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with.

(c) Any release of Collateral permitted by Section 13.03 shall be deemed not to impair the Liens under this Indenture and the Security Agreement and the other Security Documents in contravention thereof. Any certificate or opinion required under Trust Indenture Act Section 314(d) may be made by an officer or legal counsel, as applicable, of the Issuer except in cases where Trust Indenture Act Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Issuer.

(d) Notwithstanding anything to the contrary in this Section 13.09, the Issuer and the Guarantors shall not be required to comply with all or any portion of Trust Indenture Act Section 314(d) if they reasonably determine that under the terms of Trust Indenture Act Section 314(d) or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Trust Indenture Act Section 314(d) is inapplicable to any release or series of releases of Collateral. Without limiting the generality of the foregoing, each of the Issuer and the Guarantors may, subject to the other provisions of this Indenture and the applicable Security Documents, among other things, without any release or consent by the Trustee, the Collateral Agent or the Holders, conduct ordinary course activities with respect to the Collateral, including, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property or assets that is or has become worn out, defective, obsolete or not used or useful in the business of the Issuer and the Guarantors or otherwise in the ordinary course of business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions for any leases, contracts or other agreements or instruments; (iii) surrendering or modifying any franchise, license or permit that it may hold or own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of or adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting, selling or otherwise disposing of accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or payment

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of interest) from cash that is at any time part of the Collateral in the ordinary course of business; and (ix) abandoning any property (including intellectual property) that is no longer used or useful in the business of the Issuer and the Guarantors.

[Signatures on following page]

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IQVIA INC.
By:	/s/ Nicholas Childs
Name:	Nicholas Childs
Title:	Vice President and Treasurer

[Signature Page to Secured Indenture]

IQVIA HOLDINGS INC.
By:	/s/ Nicholas Childs
Name:	Nicholas Childs
Title:	Vice President and Treasurer

[Signature Page to Secured Indenture]

BENEFIT HOLDING, INC. BUZZEOPDMA LLC DATA NICHE ASSOCIATES, INC. IMS SOFTWARE SERVICES LTD. INNOVEX MERGER CORP. INTERCONTINENTAL MEDICAL STATISTICS INTERNATIONAL, LTD. IQVIA BIOSCIENCES HOLDINGS, LLC IQVIA BIOTECH LLC IQVIA CHINAMETRIK INC. IQVIA COMMERCIAL FINANCE INC. IQVIA COMMERCIAL INDIA HOLDINGS CORP. IQVIA COMMERCIAL TRADING CORP. IQVIA GOVERNMENT SOLUTIONS INC. IQVIA MEDICAL COMMUNICATIONS & CONSULTING, INC. IQVIA MEDICAL EDUCATION INC. IQVIA PHARMA INC. IQVIA PHARMA SERVICES CORP. IQVIA PHASE ONE SERVICES LLC IQVIA RDS ASIA INC. IQVIA RDS INC. IQVIA RDS LATIN AMERICA LLC IQVIA TRADING MANAGEMENT INC. IQVIA TRANSPORTATION SERVICES CORP. MED-VANTAGE, INC. OUTCOME SCIENCES, LLC QCARE SITE SERVICES, INC. IQVIA CSMS US INC. RX INDIA, LLC TARGETED MOLECULAR DIAGNOSTICS, LLC VALUEMEDICS RESEARCH, LLC VCG&A, INC. VCG-BIO, INC. Q SQUARED SOLUTIONS LLC Q SQUARED SOLUTIONS HOLDINGS LLC
By:	/s/ Nicholas Childs
	Name: Nicholas Childs
	Title: Vice President and Treasurer

[Signature Page to Secured Indenture]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent
By:	/s/ Brandon Bonfig
	Name: Brandon Bonfig
	Title: Vice President

[Signature Page to Secured Indenture]

EXHIBIT A

[Form of Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provision of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provision of the Indenture]

[Insert the Definitive Note Legend, if applicable pursuant to the provision of the Indenture]

CUSIP

ISIN

[RULE 144A][REGULATION S] NOTE

representing up to $[    ]

5.700% Senior Secured Notes due 2028

No. [    ] $[        ]

IQVIA INC.

promises to pay to [                ] or registered assigns,

[the principal sum set forth on the Schedule of Exchange of Interests in the Global Note attached hereto] [the principal sum of $[                ] on May 15, 2028].

Interest Payment Dates: May 15 and November 15, beginning November 15, 2023.

Record Dates: May 1 and November 1

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IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

IQVIA INC.
By:
	Name:
	Title:

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This is one of the Notes referred to

in the within-mentioned Indenture:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee

By:

Title: Authorized Signatory

Dated:

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[Back of Note]

5.700% Senior Secured Notes due 2028

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. IQVIA Inc. (the “Issuer”), promises to pay interest on the principal amount of this Note at a rate per annum of 5.700% from May 23, 2023 until maturity and shall also pay Additional Interest, if any, pursuant to the Registration Rights Agreement. The Issuer will pay interest (which term, as used in this Note, shall include Additional Interest, if any) on this Note semi-annually in arrears on May 15 and November 15 of each year, beginning November 15, 2023 or, if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). The Issuer will make each interest payment to the Holder of record of this Note on the immediately preceding May 1 and November 1 (each, a “Record Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be November 15, 2023. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate borne by this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by this Note. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Issuer will pay interest on this Note to the Person who is the registered Holder of this Note at the close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Note is cancelled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payments of principal of, premium, if any, and interest on the Notes will be payable at the office or agency of one or more Paying Agents maintained by the Issuer pursuant to the Indenture or, at the option of the Issuer, may be made by check mailed to the Holders at their addresses set forth in the Note Register, provided that (a) all payments of principal, premium, if any, and interest on, Notes represented by Global Notes registered in the name of or held by the Depositary or a nominee of the Depositary, as the case may be, or any successor depository will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof, and (b) all payments of principal, interest and premium, if any, on the Definitive Notes will be made by wire transfer to an account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Such payment shall be in Dollars. If a payment date is on a Legal Holiday, payment will be made on the next succeeding day that is not a Legal Holiday and no interest shall accrue for the intervening period.

3. PAYING AGENT, TRANSFER AGENT AND REGISTRAR. Initially, U.S. Bank Trust Company, National Association will act as the Paying Agent, Registrar and Transfer Agent. The Issuer may change any Paying Agent, Registrar or Transfer Agent without prior notice to any Holder. The Issuer or any of its Subsidiaries may act in any such capacity.

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4. INDENTURE. The Issuer issued the Notes, including this Note, under an Indenture, dated as of May 23, 2023 (as amended and restated on December 19, 2023, the “Indenture”), among IQVIA Inc., the Guarantors and the Trustee and Collateral Agent. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.01 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). The Notes are subject to all such terms and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) Except pursuant to clause (b) or (d) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to April 15, 2028 (the “Par Call Date”).

(b) At any time prior to the Par Call Date, the Issuer may, at its option, on one or more occasions redeem all or a part of the Notes, upon notice as set forth in Section 3.03 of the Indenture, at a redemption price equal to the greater of (i) 100.0% of the principal amount of the Notes to be redeemed or (ii) the sum, as calculated by the Issuer, of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (assuming that such Notes matured on the Par Call Date), exclusive of interest accrued to, but not including, the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate plus 30 basis points (any excess of the amount described in this clause (ii) over the amount described in clause (i), the “Make-Whole Premium”), plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) On and after the Par Call Date, the Issuer may, at its option, redeem the Notes, in whole or in part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100.0% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(d) Any redemption pursuant to Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION; OFFERS TO PURCHASE.

(a) The Issuer will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

(b) Under certain circumstances, the Issuer may be required to offer to purchase Notes as described under Section 4.07 of the Indenture.

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, the Issuer shall deliver electronically, mail or cause to be mailed by first-class mail notices of redemption at least 10 days but not more than 60 days before the Redemption Date to each Holder to be redeemed at such Holder’s registered address or otherwise in accordance with Applicable Procedures, except that

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redemption notices may be mailed or delivered more than 60 days prior to a Redemption Date if the notice is (a) issued in connection with Article VIII or Article XI of the Indenture or (b) subject to one or more conditions precedent and such Redemption Date is delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion).

8. OFFERS TO REPURCHASE. Upon the occurrence of a Change of Control Triggering Event, the Issuer shall make a Change of Control Offer in accordance with Section 4.07 of the Indenture.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $200,000 and any integral multiple of $1,000 in excess of $200,000. The transfer of Notes shall be registered and Notes may only be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not issue, exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not issue, exchange or register the transfer of any Notes during the period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or between a Record Date with respect to such Note and the next succeeding Interest Payment Date with respect to such Note.

10. PERSONS DEEMED OWNERS. The registered Holder shall be treated as its owner for all purposes. Only registered Holders shall have rights hereunder.

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees, the Notes, the Security Documents or the Intercreditor Agreements may be amended or supplemented as provided in the Indenture.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

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14. SECURITY. This Note will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture, the Security Documents and the Intercreditor Agreements. The Collateral Agent holds the Collateral in trust for the benefit of the Trustee, the Holders and the Collateral Agent pursuant to the Security Documents and the Intercreditor Agreements. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreements, and to perform its obligations and exercise its rights thereunder in accordance therewith.

15. GOVERNING LAW. THE INDENTURE, THIS NOTE, ANY GUARANTEE, THE SECURITY DOCUMENTS AND THE INTERCREDITOR AGREEMENTS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16. ADDITIONAL RIGHTS OF HOLDERS. In addition to the rights provided to Holders of the Notes under the Indenture, Holders shall have the rights set forth in the Registration Rights Agreement, including the right to receive Additional Interest.

17. CUSIP AND ISIN NUMBERS. The Issuer in issuing the Notes may use CUSIP and ISIN numbers (if then generally in use) and, if so, the Issuer shall use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuer at the following address:

IQVIA Inc.

2400 Ellis Rd.

Durham, North Carolina 27703

Attention: General Counsel

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ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint ___________________________to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date: ___________________________

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

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[FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF A DEFINITIVE REGISTERED NOTE OR ANY OTHER NOTE THAT BEARS OR IS REQUIRED TO BEAR THE PRIVATE PLACEMENT LEGEND]

This certificate relates to $                 principal amount of Notes held in (check applicable box) ☐ book-entry or ☐ definitive registered form by the undersigned.

The undersigned (check one box below):

☐ has requested the Trustee by written order to deliver, in exchange for its beneficial interest in the Global Note held by the Depositary or its nominee, a Definitive Note in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above);

☐ has requested the Trustee by written order to exchange or register the transfer of a Note.

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(d) under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1) ☐ to the Issuer;

(2) ☐ pursuant to a registration statement that has been declared effective under the U.S. Securities Act of 1933, as amended;

(3) ☐ for so long as the Notes are eligible for resale pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended, to a person it reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A;

(4) ☐ pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended; or

(5) ☐ pursuant to another available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof, provided, however, that if box (5) is checked, the Issuer and the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information satisfactory to each of them to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended.

Date: ___________________________

A-9

Your Signature:

Sign exactly as your name appears on the other side of this certificate.

Signature Guarantee*: ___________________________

* (Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee)

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Date: ___________________________

Signature: ___________________________

(to be executed by an executive officer of purchaser)

A-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.07 of the Indenture, check the appropriate box below:

[     ] Section 4.07

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.07 of the Indenture, state the amount you elect to have purchased (minimum amount of $200,000):

$ ____________

Date: ___________________________

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Tax Identification No.:

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-11

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $             . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in Principal Amount of this Global Note Amount of increase in Principal Amount of this Global Note Principal Amount
of this Global
Note following
such decrease
or increase Signature of authorized signatory of Trustee or Notes
Custodian

* This schedule should be included only if the Note is issued in global form.

A-12

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

IQVIA Inc.

2400 Ellis Rd.

Durham, North Carolina 27703

Attention: General Counsel

U.S. Bank Trust Company, National Association

Global Corporate Trust Services EP-MN-WS3C

60 Livingston Avenue

St. Paul, MN 55107

Attention: Corporate Trust Administrator for IQVIA Inc.

Fax: + (1) 651-466-7430

Email: brandon.bonfig@usbank.com

Re: 5.700% Senior Secured Notes due 2028

Reference is hereby made to the Indenture, dated as of May 23, 2023 (as amended and restated on December 19, 2023, the “Indenture”), among IQVIA Inc., the Guarantors, and U.S. Bank Trust Company, National Association, as Trustee and Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

[                 ] (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $[                 ] in such Note[s] or interests (the “Transfer”), to [                 ] (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BOOK-ENTRY INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or the Book-Entry Interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

2. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BOOK-ENTRY INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time

B-1

the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) such Transferor does not know that the transaction was prearranged in the United States, (iii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iv) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (v) if the proposed transfer is being made prior to the expiration of the applicable Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser), and will take delivery only as a Book-Entry Interest transferred through the Depositary. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Definitive Note will be subject to the restrictions on Transfer in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

3. [     ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BOOK-ENTRY INTEREST IN THE RELEVANT DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Global Notes and Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) [     ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or

(b) [     ] such Transfer is being effected to the Issuer or a subsidiary thereof; or

(c) [     ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:

B-2

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)		[    ]	a Book-Entry Interest in the:
	(i)	[    ]	144A Global Note ([CUSIP: ] [ISIN: ]), or
	(ii)	[    ]	Regulation S Global Note ([CUSIP: ] [ISIN: ]), or
(b)		[    ]	a Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a)		[    ]	a Book-Entry Interest in the:
	(i)	[    ]	144A Global Note ([CUSIP: ] [ISIN: ]), or
	(ii)	[    ]	Regulation S Global Note ([CUSIP: ] [ISIN: ]), or
(b)		[    ]	a Definitive Note, in accordance with the terms of the Indenture.

B-3

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

IQVIA Inc.

2400 Ellis Rd.

Durham, North Carolina 27703

Attention: General Counsel

U.S. Bank Trust Company, National Association

Global Corporate Trust Services EP-MN-WS3C

60 Livingston Avenue

St. Paul, MN 55107

Attention: Corporate Trust Administrator for IQVIA Inc.

Fax: + (1) 651-466-7430

Email: brandon.bonfig@usbank.com

Re: 5.700% Senior Secured Notes due 2028

Reference is hereby made to the Indenture, dated as of May 23, 2023 (as amended and restated on December 19, 2023, the “Indenture”), among IQVIA Inc., the Guarantors, and U.S. Bank Trust Company, National Association, as Trustee and Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

[            ] (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $[        ] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

EXCHANGE OF DEFINITIVE NOTES OR BOOK-ENTRY INTERESTS IN GLOBAL NOTES FOR DEFINITIVE NOTES OF THE SAME SERIES OR BENEFICIAL INTERESTS IN GLOBAL NOTES OF THE SAME SERIES

a) [    ] CHECK IF EXCHANGE IS FROM BOOK-ENTRY INTEREST IN A GLOBAL NOTE TO DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Global Note for a Definitive Note of the same series with an equal principal amount, the Owner hereby certifies that the Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Definitive Note and in the Indenture and the Securities Act.

b) [    ] CHECK IF EXCHANGE IS FROM DEFINITIVE NOTE TO BOOK-ENTRY INTEREST IN A GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s Definitive Note for a beneficial interest in the [CHECK ONE]:

[    ] 144A Global Note or

[    ] Regulation S Global Note

C-1

in each case of the same series, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated                 .

C-2

[Insert Name of Transferor]
By:
	Name:
	Title:

C-3

EXHIBIT D

FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

Supplemental Indenture (this “Supplemental Indenture”), dated as of [                     ], among [                     ] (the “Guaranteeing Subsidiary”), a subsidiary of IQVIA Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).

W I T N E S S E T H

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee and the Collateral Agent an Indenture, dated as of May 23, 2023 (as amended and restated on December 19, 2023, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of 5.700% Senior Secured Notes due 2028 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture including, but not limited to, Article X thereof.

(3) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their parent companies or subsidiaries (other than the Issuer and the Guarantors) shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

D-1

(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(7) The Trustee and the Collateral Agent. Neither the Trustee nor the Collateral Agent shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(8) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee and the Collateral Agent in this Supplemental Indenture shall bind its successors.

D-2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent
By:
	Name:
	Title:

D-3

EX-4.9

Exhibit 4.9

AMENDED AND RESTATED INDENTURE

Dated as of December 19, 2023

among

IQVIA Inc., as Issuer,

the Guarantors party hereto

and

U.S. Bank Trust Company, National Association,

as Trustee and as Collateral Agent

6.250% SENIOR SECURED NOTES DUE 2029

CROSS-REFERENCE TABLE*

Trust Indenture Act Section	Indenture Section
310 (a)(1)		7.10
(a)(2)		7.10
(a)(3)		N.A.
(a)(4)		N.A.
(a)(5)		7.10
(b)		7.03, 7.10
311(a)		7.12
(b)		7.12
312(a)		2.05
(b)		12.03
(c)		12.03
313(a)		7.06
(b)(1)		7.06
(b)(2)		7.06
(c)		7.06, 12.02
(d)		7.06
314(a)		4.03, 4.04
(b)		13.09
(c)(1)		12.04
(c)(2)		12.04
(c)(3)		N.A.
(d)		13.09
(e)		12.05
(f)		N.A.
315(a)		7.01
(b)		7.05, 12.02
(c)		7.01
(d)		7.01
(e)		6.13
316(a)(last sentence)		2.09
(a)(1)(A)		6.05
(a)(1)(B)		6.02, 6.04
(a)(2)		N.A.
(b)		6.14
(c)		1.05(e)
317 (a)(1)		6.07
(a)(2)		6.11
(b)		2.04
318 (a)		1.03, 12.01
(b)		N.A.
(c)		1.03, 12.01

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

TABLE OF CONTENTS

		Page
ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE
SECTION 1.01.	Definitions		1
SECTION 1.02.	Other Definitions		39
SECTION 1.03.	Incorporation by Reference of Trust Indenture Act		39
SECTION 1.04.	Rules of Construction		40
SECTION 1.05.	Acts of Holders		41
SECTION 1.06.	Limited Condition Transactions		42
ARTICLE II
THE NOTES
SECTION 2.01.	Form and Dating; Terms		43
SECTION 2.02.	Execution and Authentication		44
SECTION 2.03.	Registrar, Transfer Agent and Paying Agent		44
SECTION 2.04.	Paying Agent Provisions		45
SECTION 2.05.	Holder Lists		45
SECTION 2.06.	Transfer and Exchange		45
SECTION 2.07.	Replacement Notes		54
SECTION 2.08.	Outstanding Notes		54
SECTION 2.09.	Treasury Notes		55
SECTION 2.10.	Temporary Notes		55
SECTION 2.11.	Cancellation		55
SECTION 2.12.	Defaulted Interest		55
SECTION 2.13.	CUSIP and/or ISIN Numbers		56
ARTICLE III
REDEMPTION
SECTION 3.01.	Notices to Trustee		56
SECTION 3.02.	Selection of Notes to Be Redeemed		56
SECTION 3.03.	Notice of Redemption		57
SECTION 3.04.	Effect of Notice of Redemption		58
SECTION 3.05.	Deposit of Redemption Price		58
SECTION 3.06.	Notes Redeemed in Part		58
SECTION 3.07.	Optional Redemption		59
SECTION 3.08.	Mandatory Redemption		59

-i-

		Page
ARTICLE IV
COVENANTS
SECTION 4.01.	Payment of Notes		60
SECTION 4.02.	Maintenance of Office or Agency		60
SECTION 4.03.	Reports and Other Information		60
SECTION 4.04.	Compliance Certificate		63
SECTION 4.05.	Stay, Extension and Usury Laws		63
SECTION 4.06.	Company Existence		63
SECTION 4.07.	Offer to Repurchase Upon Change of Control Triggering Event		63
SECTION 4.08.	Limitation on Liens		65
SECTION 4.09.	Limitation on Sale and Lease-Back Transactions		66
SECTION 4.10.	Exempted Transactions		66
SECTION 4.11.	Additional Subsidiary Guarantees		67
SECTION 4.12.	After-Acquired Property		67
ARTICLE V
SUCCESSORS
SECTION 5.01.	Merger, Consolidation or Sale of All or Substantially All Assets		67
SECTION 5.02.	Successor Person Substituted		68
ARTICLE VI
DEFAULTS AND REMEDIES
SECTION 6.01.	Events of Default		68
SECTION 6.02.	Acceleration		70
SECTION 6.03.	Other Remedies		71
SECTION 6.04.	Waiver of Past Defaults		71
SECTION 6.05.	Control by Majority		72
SECTION 6.06.	Limitation on Suits		72
SECTION 6.07.	Collection Suit by Trustee		72
SECTION 6.08.	Restoration of Rights and Remedies		72
SECTION 6.09.	Rights and Remedies Cumulative		72
SECTION 6.10.	Delay or Omission Not Waiver		73
SECTION 6.11.	Trustee May File Proofs of Claim		73
SECTION 6.12.	Priorities		73
SECTION 6.13.	Undertaking for Costs		74
ARTICLE VII
TRUSTEE
SECTION 7.01.	Duties of Trustee		74
SECTION 7.02.	Rights of Trustee		75
SECTION 7.03.	Individual Rights of Trustee		77
SECTION 7.04.	Trustee’s Disclaimer		77
SECTION 7.05.	Notice of Defaults		77
SECTION 7.06.	[Reserved]		77
SECTION 7.07.	Compensation and Indemnity		77
SECTION 7.08.	Replacement of Trustee		78
SECTION 7.09.	Successor Trustee by Merger, etc.		79
SECTION 7.10.	Eligibility; Disqualification		79
SECTION 7.11.	Intercreditor Agreements and Security Documents		80

-ii-

		Page
ARTICLE VIII
LEGAL DEFEASANCE AND COVENANT DEFEASANCE
SECTION 8.01.	Option to Effect Legal Defeasance or Covenant Defeasance		80
SECTION 8.02.	Legal Defeasance and Discharge		80
SECTION 8.03.	Covenant Defeasance		81
SECTION 8.04.	Conditions to Legal or Covenant Defeasance		82
SECTION 8.05.	Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions		83
SECTION 8.06.	Repayment to Issuer		83
SECTION 8.07.	Reinstatement		84
ARTICLE IX
AMENDMENT, SUPPLEMENT AND WAIVER
SECTION 9.01.	Without Consent of Holders		84
SECTION 9.02.	With Consent of Holders		86
SECTION 9.03.	[Reserved]		87
SECTION 9.04.	Revocation and Effect of Consents		87
SECTION 9.05.	Notation on or Exchange of Notes		88
SECTION 9.06.	Trustee and the Collateral Agent to Sign Amendments, etc.		88
ARTICLE X
GUARANTEES
SECTION 10.01.	Guarantee		88
SECTION 10.02.	Limitation on Guarantor Liability		90
SECTION 10.03.	Execution and Delivery		90
SECTION 10.04.	Subrogation		90
SECTION 10.05.	Benefits Acknowledged		90
SECTION 10.06.	Release of Guarantees		91
ARTICLE XI
SATISFACTION AND DISCHARGE
SECTION 11.01.	Satisfaction and Discharge		92
SECTION 11.02.	Application of Trust Money		93
ARTICLE XII
MISCELLANEOUS
SECTION 12.01.	Trust Indenture Act Controls		93
SECTION 12.02.	Notices		93
SECTION 12.03.	[Reserved]		94

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		Page
SECTION 12.04.	Certificate and Opinion as to Conditions Precedent		94
SECTION 12.05.	Statements Required in Certificate or Opinion		95
SECTION 12.06.	Rules by Trustee and Agents		95
SECTION 12.07.	No Personal Liability of Directors, Officers, Employees and Stockholders		95
SECTION 12.08.	Governing Law		95
SECTION 12.09.	Waiver of Jury Trial		96
SECTION 12.10.	Force Majeure		96
SECTION 12.11.	No Adverse Interpretation of Other Agreements		96
SECTION 12.12.	Successors		96
SECTION 12.13.	Severability		96
SECTION 12.14.	Counterpart Originals		96
SECTION 12.15.	Table of Contents, Headings, etc.		96
SECTION 12.16.	Qualification of Indenture		96
SECTION 12.17.	USA PATRIOT Act		96
ARTICLE XIII
COLLATERAL
SECTION 13.01.	The Collateral		97
SECTION 13.02.	Further Assurances		98
SECTION 13.03.	Release of Collateral		98
SECTION 13.04.	Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents		99
SECTION 13.05.	Appointment and Authorization of U.S. Bank Trust Company, National Association as Collateral Agent		100
SECTION 13.06.	Collateral Accounts		101
SECTION 13.07.	Resignation of Collateral Agent		102
SECTION 13.08.	Junior Priority Intercreditor Agreements		102

EXHIBITS

Exhibit A	Form of Note
Exhibit B	Form of Certificate of Transfer
Exhibit C	Form of Certificate of Exchange
Exhibit D	Form of Supplemental Indenture to Be Delivered by Subsequent Guarantors

-iv-

AMENDED AND RESTATED INDENTURE, dated as of December 19, 2023, among IQVIA Inc., a Delaware corporation, each Guarantor (as defined herein) and U.S. Bank Trust Company, National Association, as Trustee and as Collateral Agent.

W I T N E S S E T H

WHEREAS, the Issuer (as defined herein) has duly authorized the issuance of $1,250,000,000 aggregate principal amount of 6.250% Senior Secured Notes due 2029 issued on November 28, 2023 (the “Initial Notes”); and

WHEREAS, the Issuer and each of the Guarantors have duly authorized the execution and delivery of this Indenture (as defined herein).

NOW, THEREFORE, each party hereto agrees as follows for the benefit of each other and for the equal and ratable benefit of the Holders (as defined herein).

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“144A Global Note” means a Global Note substantially in the form of Exhibit A attached hereto, with such applicable legends as are provided herein, and having the “Schedule of Exchanges of Interests in the Global Note” attached thereto, deposited with the Notes Custodian and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“2016 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the 2016 Transactions.

“2016 Transactions” means, collectively, (i) the IMS-Quintiles Merger, (ii) the termination of that certain Credit Agreement, dated as of May 12, 2015, by and among Quintiles Corp, the lenders party thereto, J.P. Morgan Chase Bank, N.A. as administrative agent, swing line lender and L/C issuer, Morgan Stanley Senior Funding, Inc., as swing line lender and L/C issuer and Barclays Bank PLC, as L/C issuer and the termination of the liens in respect thereof and (iii) the other transactions contemplated thereby.

“After-Acquired Property” means property (other than Excluded Property) acquired by the Issuer or a Guarantor after the Issue Date that is not automatically subject to a perfected security interest under the Security Documents, which the Issuer or such Guarantor will provide a Lien over such property (or, in the case of a new Guarantor, such of its property) in favor of the Collateral Agent, subject to exceptions set forth in this Indenture, the Intercreditor Agreements or the Security Documents; provided that, while any obligations under the Senior Credit Facilities are outstanding, After-Acquired Property shall only be Collateral that is pledged to secure the obligations under the Senior Credit Facilities (including property of a Person that becomes a new Guarantor) after the date of this Indenture.

“Additional Interest” means the Additional Interest payable as a consequence of the failure to effectuate in a timely manner the exchange offer and/or shelf registration, as defined and set forth in the Registration Rights Agreement.

“Additional Notes” means additional Notes (other than the Initial Notes and Exchange Notes issued in exchange for such Initial Notes) issued under this Indenture in accordance with Section 2.02 hereof, as part of the same series as the Initial Notes.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Agent” means any Registrar, co-registrar, Transfer Agent, co-transfer agent or Paying Agent or additional paying agent.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary.

“Attributable Indebtedness” means, with respect to any Sale and Lease-Back Transaction, at the time of determination, the lesser of (1) the sale price of the property so leased multiplied by a fraction the numerator of which is the remaining portion of the base term of the lease included in such transaction and the denominator of which is the base term of such lease, and (2) the total obligation (discounted to the present value at the implicit interest factor, determined in accordance with GAAP, included in the rental payments) of the lessee for rental payments (other than amounts required to be paid on account of property taxes as well as maintenance, repairs, insurance, water rates and other items which do not constitute payments for property rights) during the remaining portion of the base term of the lease included in such transaction. Notwithstanding the foregoing, if such Sale and Lease-Back Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligation.”

“August 2019 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the August 2019 Transactions.

“August 2019 Transactions” means, collectively, (i) the issuance of the Senior 2.250% Notes due 2028, (ii) the satisfaction and discharge of the Senior 4.875% Notes and (iii) the payment of all fees and expenses associated with the foregoing.

“Bankruptcy Law” means Title 11, U.S. Code, as amended, or any similar federal or state law for the relief of debtors.

“Board of Directors” means, for any Person, the board of directors or other governing body of such Person or, if such Person does not have such a board of directors or other governing body and is owned or managed by a single entity, the Board of Directors of such entity, or, in either case, any committee thereof duly authorized to act on behalf of such Board of Directors. Unless otherwise provided, “Board of Directors” means the Board of Directors of the Issuer.

“Book-Entry Interest” means a beneficial interest in a Global Note held by or through a Participant.

“Business Day” means each day which is not a Legal Holiday.

“Canadian Dollars” means Canadian dollars, the lawful currency of Canada.

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“Capital Stock” means:

(1) in the case of a corporation, corporate stock or shares in the capital of such corporation;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) prepared in accordance with GAAP; provided that all obligations of any Person that would be characterized as operating lease obligations in accordance with GAAP without giving effect to Accounting Standards Codification Topic No. 842, Leases (whether or not such operating lease obligations were in effect on the Issue Date) shall be accounted for as operating lease obligations (and not as Capitalized Lease Obligations or Indebtedness) for purposes of this Indenture regardless of the effectiveness of Accounting Standards Codification Topic No. 842, Leases, or any other change in GAAP following the Issue Date that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as Capitalized Lease Obligations.

“Capitalized Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.

“Captive Insurance Subsidiary” means any Subsidiary of the Issuer that is subject to regulation as an insurance company (or any Subsidiary thereof).

“Cash Equivalents” means:

(a) Dollars;

(b)

(1) Euros, Yen, Canadian Dollars, Sterling, Swiss Francs or any national currency of any Participating Member State of the EMU;

(2) in the case of any Foreign Subsidiary that is a Restricted Subsidiary or any jurisdiction in which the Issuer or any of its Restricted Subsidiaries conducts business, such local currencies held by it from time to time in the ordinary course of business and not for speculation;

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(c) readily marketable direct obligations issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition;

(d) certificates of deposit, time deposits and eurodollar time deposits with maturities of two years or less from the date of acquisition, demand deposits, bankers’ acceptances with maturities not exceeding two years and overnight bank deposits, in each case with any domestic or foreign commercial bank having capital and surplus of not less than $500,000,000 in the case of U.S. banks and $100,000,000 (or the Dollar equivalent as of the date of determination) in the case of non-U.S. banks;

(e) repurchase obligations for underlying securities of the types described in clauses (c) and (d) above or clause (g) below entered into with any financial institution meeting the qualifications specified in clause (d) above;

(f) commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Issuer) and in each case maturing within 24 months after the date of acquisition;

(g) marketable short-term money market and similar liquid funds having a rating of at least P-2 or A-2 from either Moody’s or S&P, respectively (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Issuer);

(h) readily marketable direct obligations issued by (i) any state, commonwealth or territory of the United States or any political subdivision or taxing authority thereof or (ii) any foreign government or any political subdivision or public instrumentality thereof; provided, that each such readily marketable direct obligations shall have an Investment Grade Rating from either Moody’s or S&P (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Issuer) with maturities of 24 months or less from the date of acquisition;

(i) Investments with average maturities of 24 months or less from the date of acquisition in money market funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3 (or the equivalent thereof) or better by Moody’s (or, if at any time neither Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical rating agency selected by the Issuer); and

(j) investment funds investing substantially all of their assets in securities of the types described in clauses (a) through (i) above.

In the case of Investments by any Foreign Subsidiary that is a Restricted Subsidiary or Investments made in a country outside the United States, Cash Equivalents shall also include (i) investments of the type and maturity described in clauses (a) through (j) (other than clause (h)(ii) above) above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies and (ii) other short-term investments utilized by Foreign Subsidiaries that are Restricted Subsidiaries in accordance with normal investment practices for cash management in investments analogous to the foregoing investments in clauses (a) through (j) and in this paragraph.

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Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those specified in clauses (a) and (b) above, provided that such amounts are converted into any currency listed in clause (a) or (b) above as promptly as practicable and in any event within ten (10) Business Days following the receipt of such amounts.

“Cash Management Services” means any agreement or arrangement to provide cash management services, including treasury, depository, overdraft, credit card processing or credit or debit card, purchase card, electronic funds transfer (including automated clearing house fund transfer services) and other cash management arrangements.

“Change of Control” means the occurrence of any of the following after the Issue Date:

(1) the sale, lease, transfer, conveyance or other disposition in one or a series of related transactions (other than by merger, consolidation or amalgamation) of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person;

(2) the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by (A) any Person or (B) Persons that are together a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single transaction or in a related series of transactions, by way of merger, amalgamation, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50.0% or more of the total voting power of the Voting Stock of the Issuer directly or indirectly through any of its direct or indirect parent holding companies, other than in each case, in connection with any transaction or series of transactions in which the Issuer shall become the Wholly-Owned Subsidiary of a Parent Company; or

(3) the Issuer ceases to be a direct Wholly-Owned Subsidiary of Holdings.

“Change of Control Triggering Event” means the occurrence of: (1) if on the earlier of (a) the date of the first public announcement of a Change of Control or of the Issuer’s intention to effect such Change of Control and (b) the occurrence of such Change of Control, the Notes have an Investment Grade Rating from both Rating Agencies, (i) a Change of Control that is accompanied or followed by a downgrade of the Notes within the Ratings Decline Period for such Change of Control by both Rating Agencies and (ii) each Rating Agency’s rating of the Notes on any day during such Ratings Decline Period for such Change of Control is below the rating by such Rating Agency in effect immediately preceding the first public announcement of the Change of Control (or the occurrence thereof if such Change of Control occurs prior to the first public announcement thereof); provided, however, that a downgrade of the Notes by the applicable Rating Agency will not be deemed to have occurred in respect of a Change of Control (and thus will not be deemed a downgrade for purposes of this definition) if such Rating Agency making the reduction in rating does not publicly announce or confirm or inform the Issuer or the Trustee in writing at the request of the Issuer that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the Change of Control (whether or not the applicable Change of Control has occurred at the time of such downgrade) or (2) if the Notes do not have an Investment Grade Rating from both Rating Agencies, a Change of Control. No Change of Control Triggering Event will be deemed to have occurred in connection with a Change of Control until such Change of Control has been consummated.

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“Collateral” means all assets and properties, tangible or intangible, now existing or hereafter acquired that are subject or purported to be subject to a Lien in favor of the Collateral Agent to secure the Obligations under the Notes, the Guarantees, this Indenture and the Security Documents.

“Collateral Agent” means U.S. Bank Trust Company, National Association, in its capacity as “Collateral Agent” under this Indenture and the Security Documents and any successor or replacement thereto in such capacity.

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Bank as having a constant maturity comparable to the remaining term of the Notes to be redeemed (assuming that such Notes matured on the Par Call Date) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes (assuming that such Notes matured on the Par Call Date).

“Comparable Treasury Price” means, with respect to any Redemption Date, (1) the average of the Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Bank obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense of such Person and its Restricted Subsidiaries, including, the amortization of intangible assets, deferred financing fees, debt issuance costs, commissions, fees and expenses and amortization of Capitalized Software Expenditures of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:

(1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any, made (less net payments, if any, received), pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (q) any prepayment premium or penalty, (r) annual agency fees paid to the administrative agents and collateral agents under any Credit Facilities, (s) costs associated with obtaining Hedging Obligations and breakage costs in respect of Hedging Obligations related to interest rates, (t) any expense resulting from the discounting of any indebtedness in connection with the application of recapitalization accounting or, if applicable, purchase accounting in connection with the 2016 Transactions or any acquisition (or purchase of assets), (u) penalties and interest related to taxes, (v) any “additional interest” or “liquidated damages” with respect to other securities, (w) amortization or expensing of deferred financing fees, amendment and consent fees, debt issuance costs, commissions, fees and expenses, (x) any amortization or expensing of bridge, commitment and other financing fees and any other fees related to the 2016 Transactions, the September 2017 Transactions, the May 2019 Transactions, the August 2019 Transactions, the June 2020 Transactions, the March 2021 Transactions, the May 2023

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Transactions, the November 2023 Transactions or any acquisitions (or purchases of assets) after the Issue Date, (y) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Qualified Securitization Facility and (z) any accretion of accrued interest on discounted liabilities (other than Indebtedness except to the extent arising from the application of purchase accounting)); plus

(2) consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued; less

(3) interest income of such Person and its Restricted Subsidiaries for such period.

For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that, without duplication,

(1) any net after-tax effect of extraordinary, non-recurring or unusual gains or losses, charges or expenses (including relating to any multi-year strategic initiatives), the 2016 Transaction Expenses, the September 2017 Transaction Expenses, the May 2019 Transaction Expenses, the August 2019 Transaction Expenses, the June 2020 Transaction Expenses, the March 2021 Transaction Expenses, the May 2023 Transaction Expenses, the November 2023 Transaction Expenses, restructuring costs and reserves, duplicative running costs, relocation costs, expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, Public Company Costs, facility consolidation and closing costs, severance costs and expenses, one-time compensation charges, costs relating to pre-opening and opening costs for facilities, signing, retention or completion bonuses, executive recruiting costs, costs incurred in connection with any strategic initiatives, transition costs, costs incurred in connection with non-ordinary course product and intellectual property development, costs incurred in connection with acquisitions (or purchases of assets) prior to or after the Issue Date (including integration costs), other business optimization expenses (including costs and expenses relating to business optimization programs, and new systems design, retention charges, system establishment costs and implementation costs and project start-up costs), accruals and reserves, operating expenses attributable to the implementation of cost-savings initiatives, consulting fees and curtailments and modifications to pension and post-retirement employee benefit plans shall be excluded;

(2) the cumulative effect of a change in accounting principles and changes as a result of the adoption or modification of accounting policies during such period whether effected through a cumulative effect adjustment or a retroactive application, in each case in accordance with GAAP, shall be excluded;

(3) any net after-tax effect of gains or losses on disposal, abandonment (including asset retirement costs) or discontinuance of disposed, abandoned or discontinued operations, as applicable, shall be excluded;

(4) any net after-tax effect of gains or losses (less all fees, expenses and charges relating thereto) attributable to asset dispositions or abandonments or the sale or other disposition of any Equity Interests of any Person other than in the ordinary course of business, as determined in good faith by the Issuer, shall be excluded;

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(5) the Net Income for such period of any Person that is an Unrestricted Subsidiary shall be excluded; provided that Consolidated Net Income of a Person shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to such Person or a Restricted Subsidiary thereof in respect of such period;

(6) [reserved];

(7) effects of adjustments (including the effects of such adjustments pushed down to such Person and its Restricted Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in process research and development, deferred revenue and debt line items) attributable to the application of recapitalization accounting or purchase accounting, as the case may be, in relation to the 2016 Transactions or any consummated acquisition or joint venture investment or the amortization or write-off or write-down of any amounts thereof, net of taxes, shall be excluded;

(8) any net after-tax effect of income (loss) from the early extinguishment or conversion of (a) Indebtedness, (b) Hedging Obligations or (c) other derivative instruments shall be excluded;

(9) any impairment charge or asset write-off or write-down in each case, pursuant to GAAP, and the amortization of intangibles arising pursuant to GAAP shall be excluded;

(10) any equity-based or non-cash compensation charge or expense, including any such charge or expense arising from grants of stock appreciation, equity incentive programs or similar rights, stock options, restricted stock or other rights to, and any cash charges associated with the rollover, acceleration, or payout of Equity Interests by management of such Person or of a Restricted Subsidiary or any of its direct or indirect parent companies in connection with the 2016 Transactions, shall be excluded;

(11) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, Investment, disposition, incurrence or repayment of Indebtedness (including such fees, expenses or charges related to the offering and issuance of the Notes, the Existing Senior Notes, the Existing Senior Secured Notes and the syndication and incurrence of any Credit Facilities), issuance of Equity Interests, recapitalization, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the Notes, the Existing Senior Notes, the Existing Senior Secured Notes and other securities and any Credit Facilities) and including, in each case, any such transaction whether consummated on, after or prior to the Issue Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during such period as a result of any such transaction, in each case whether or not successful or consummated (including, for the avoidance of doubt, the effects of expensing all transaction related expenses in accordance with Accounting Standards Codification Topic No. 805, Business Combinations), shall be excluded;

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(12) accruals and reserves that are established or adjusted within twelve months after the Issue Date that are so required to be established or adjusted as a result of the 2016 Transactions (or within twelve months after the closing of any acquisition that are so required to be established as a result of such acquisition) in accordance with GAAP shall be excluded;

(13) any expenses, charges or losses to the extent covered by insurance or indemnity and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer or indemnifying party and only to the extent that such amount is in fact reimbursed within 365 days of the date of the insurable or indemnifiable event (net of any amount so added back in any prior period to the extent not so reimbursed within the applicable 365-day period), shall be excluded;

(14) any noncash compensation expense resulting from the application of Accounting Standards Codification Topic No. 718, Compensation—Stock Compensation or Accounting Standards Codification Topic 505-50, Equity-Based Payments to Non-Employees, shall be excluded; and

(15) the following items shall be excluded:

(a) research and development expenses and charges to the extent expensed; and

(b) earn-out and contingent consideration obligations (including to the extent accounted for as bonuses or otherwise) and adjustments thereof and purchase price adjustments.

In addition, to the extent not already included in the Consolidated Net Income of such Person and its Restricted Subsidiaries, notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall include the amount of proceeds received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification or other reimbursement provisions in connection with any acquisition, Investment or any sale, conveyance, transfer or other disposition of assets.

“Consolidated Total Debt” means, as of any date of determination, the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries outstanding on such date, determined on a consolidated basis in accordance with GAAP (but excluding the effects of any discounting of Indebtedness resulting from the application of purchase accounting in connection with the 2016 Transactions or any acquisition), consisting only of Indebtedness for borrowed money, Capitalized Lease Obligations, debt obligations evidenced by bonds, notes, debentures, promissory notes or similar instruments and guarantees of Indebtedness of such types of a third Person; provided that Consolidated Total Debt shall not include Indebtedness in respect of (i) any Qualified Securitization Facility, (ii) any letter of credit, except to the extent of obligations in respect of drawn standby letters of credit which have not been reimbursed within three (3) Business Days and (iii) Hedging Obligations, except any unpaid termination payments thereunder. The U.S. dollar-equivalent principal amount of any Indebtedness denominated in a foreign currency will reflect the currency translation effects, determined in accordance with GAAP, of Hedging Obligations for currency exchange risks with respect to the applicable currency in effect on the date of determination of the U.S. dollar-equivalent principal amount of such Indebtedness.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent:

(1) to purchase any such primary obligation or any property constituting direct or indirect security therefor;

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(2) to advance or supply funds

(a) for the purchase or payment of any such primary obligation, or

(b) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor; or

(3) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Controlled Investment Affiliate” means, as to any Person, any other Person, which directly or indirectly is in control of, is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person) primarily for making direct or indirect equity or debt investments in the Issuer and/or other companies.

“Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Holders and the Issuer.

“Credit Agreement” means that certain Fifth Amended and Restated Credit Agreement, dated as of August 25, 2021 (as amended by Amendment No. 1, dated as of June 16, 2022, Amendment No. 2, dated as of April 17, 2023, Amendment No. 3, dated as of the Issue Date and as further amended, restated, supplemented or otherwise modified from time to time as permitted by the Intercreditor Agreements), among the Issuer, Holdings, IQVIA RDS Inc., a North Carolina corporation, IQVIA AG, a Swiss corporation, IQVIA Solutions Japan LLC, a Delaware limited liability company, the Senior Credit Facilities Agent, and the lenders and other entities party thereto.

“Credit Facilities” means, with respect to the Issuer or any of its Restricted Subsidiaries, one or more debt facilities, including the Senior Credit Facilities or other financing arrangements (including commercial paper facilities or indentures) providing for revolving credit loans, term loans, letters of credit or other long-term indebtedness, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof, in whole or in part, and any indentures or credit facilities or commercial paper facilities that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding, supplemental or refinancing facility, arrangement or indenture that increases the amount permitted to be borrowed or issued thereunder or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.06(c) hereof, substantially in the form of Exhibit A attached hereto, except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

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“Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, DTC, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is redeemable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable (other than for any Qualified Equity Interests or solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain) pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof (other than for any Qualified Equity Interests or solely as a result of a change of control, asset sale, casualty, condemnation or eminent domain), in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, that if such Capital Stock is issued to any plan for the benefit of future, current or former employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferee thereof) of the Issuer or its Subsidiaries or any direct or indirect parent company of the Issuer or by any such plan to such employees, directors, officers, members of management, consultants or independent contractors (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferee thereof), such Capital Stock shall not constitute Disqualified Stock solely because it may be redeemable or subject to repurchase by the Issuer or its Subsidiaries pursuant to any such plan or agreement or in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability; provided, further, that any Capital Stock held by any future, current or former employee, director, officer, member of management, consultant or independent contractor (or their respective Controlled Investment Affiliates or Immediate Family Members or any permitted transferee thereof) of the Issuer, any of its Subsidiaries, any of its direct or indirect parent companies or any other entity in which the Issuer or a Restricted Subsidiary has an Investment and is designated in good faith as an “affiliate” by the Board of Directors (or the compensation committee thereof), in each case pursuant to any stock subscription or shareholders’ agreement, management equity plan or stock option plan or any other management or employee benefit plan or agreement shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries or in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s, director’s, officer’s, management member’s, consultant’s or independent contractor’s termination, death or disability.

“Dollar” or “$” means the lawful money of the United States of America.

“Domestic Subsidiary” means any Restricted Subsidiary that is organized under the Laws of the United States, any state thereof or the District of Columbia. For the avoidance of doubt, for purposes of this Indenture, the Security Documents and the First Lien Intercreditor Agreement, neither IQVIA Solutions Japan LLC nor IQVIA Services Japan LLC shall be considered a Domestic Subsidiary.

“DTC” means The Depository Trust Company.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person and its Restricted Subsidiaries for such period:

(1) increased (without duplication) by the following, in each case (other than in the case of clauses (g) and (j)) to the extent deducted (and not added back) in determining Consolidated Net Income for such period:

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(a) provision for taxes based on income or profits or capital, including federal, state, franchise, property, excise and similar taxes and foreign withholding taxes (including any future taxes or other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or arising from tax examinations) and the net tax expense associated with any adjustments made pursuant to clauses (1) through (15) of the definition of “Consolidated Net Income”; plus

(b) Fixed Charges for such period (including (x) net losses under Hedging Obligations or other derivative instruments entered into for the purpose of hedging interest rate risk, (y) bank fees and other deferred financing fees, and (z) costs of surety bonds in connection with financing activities, plus amounts excluded from Consolidated Interest Expense as set forth in clauses (1)(q) through (z) in the definition thereof); plus

(c) Consolidated Depreciation and Amortization Expense for such period; plus

(d) any other non-cash charges, including any write-offs or write-downs reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (A) the Issuer may determine not to add back such non-cash charge in the current period and (B) to the extent the Issuer does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from EBITDA to such extent, and excluding amortization of a prepaid cash item that was paid in a prior period); plus

(e) the amount of any reductions in arriving at Net Income resulting from the application of Accounting Standards Codification Topic No. 810, Consolidation; plus

(f) the amount of management, monitoring, consulting, transaction, advisory and other fees (including termination fees) and indemnities and expenses paid or accrued in such period to the Persons with an equity interest in the Issuer or its direct or indirect parent companies; plus

(g) the amount of “run rate” net cost savings, synergies and operating expense reductions (other than any of the foregoing related to Specified Transactions) projected by the Issuer in good faith to result from actions taken, committed to be taken or with respect to which substantial steps have been taken or are expected in good faith to be taken no later than twenty-four (24) months after the end of such period (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of the period for which EBITDA is being determined and if such cost savings, operating expense reductions and synergies were realized during the entirety of such period), net of the amount of actual benefits realized during such period from such actions; provided, that such cost savings, operating expense reductions and synergies are reasonably identifiable and factually supportable (it is understood and agreed that “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken); plus

(h) the amount of loss on sale of receivables, Securitization Assets and related assets to any Securitization Subsidiary in connection with a Qualified Securitization Facility; plus

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(i) any costs or expense incurred pursuant to any management equity plan, stock option plan or any other management or employee benefit plan, agreement or any stock subscription or shareholder agreement, to the extent that such costs or expenses are funded with cash proceeds contributed to the capital of such Person or net cash proceeds of an issuance of Equity Interests of such Person (other than Disqualified Stock); plus

(j) cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing EBITDA or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation of EBITDA pursuant to clause (2) below for any previous period and not added back; plus

(k) any net loss from disposed, abandoned or discontinued operations (excluding held-for-sale discontinued operations until actually disposed of); plus

(l) Specified Legal Expenses; and

(2) decreased (without duplication) by the following, in each case to the extent included in determining Consolidated Net Income for such period:

(a) non-cash gains increasing Consolidated Net Income for such period, excluding any non-cash gains that represent the reversal of an accrual or reserve for any anticipated cash charges in any prior period (other than any such accrual or reserve that has been added back to Consolidated Net Income in calculating EBITDA in accordance with this definition); plus

(b) any non-cash gains with respect to cash actually received in a prior period unless such cash did not increase EBITDA in such prior period; plus

(c) any net income from disposed, abandoned or discontinued operations (excluding held-for-sale discontinued operations until actually disposed of); and

(3) increased (by losses) or decreased (by gains), as applicable, by the following, without duplication, in each case, except for the adjustments set forth in the proviso to this clause (3), to the extent included in computing Consolidated Net Income for such period:

(a) any net gain or loss resulting in such period from Hedging Obligations and the application of Accounting Standards Codification Topic No. 815, Derivatives and Hedging;

(b) any net gain or loss resulting in such period from a sale of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Facility;

(c) any realized or unrealized gains or losses in such period from (i) balance sheet currency translation, (ii) currency translation of assets or liabilities that are not denominated in the functional currency of a Person into the functional currency of that Person and (iii) Hedging Obligations that are designated by a Person as a hedge of an asset or liability in clause (c)(i) or (ii); and

(d) any adjustments resulting from the application of Accounting Standards Codification Topic No. 460, Guarantees, or any comparable regulation;

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provided that, notwithstanding the foregoing, EBITDA shall include (without duplication) (i) any net realized gain or loss from any Hedging Obligations accounted for as cash flow hedges of intercompany royalties and (ii) any net realized gain or loss from any Hedging Obligations that are designated by the Issuer as EBITDA hedges, except to the extent any such Hedging Obligations are terminated by such Person prior to their scheduled maturity.

“EMU” means the economic and monetary union as contemplated in the Treaty on European Union.

“EMU Legislation” means the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Equity Interests” means, with respect to any Person, all of the shares, interests, rights, participations or other equivalents (however designated) of capital stock of (or other ownership or profit interests or units in) such Person and all of the warrants, options or other rights for the purchase, acquisition or exchange from such Person of any of the foregoing (including through convertible securities); but excluding from the foregoing any debt securities convertible into Equity Interests, whether or not such debt securities include any right of participation with Equity Interests.

“Equity Offering” means any public or private sale of common stock or Preferred Stock of the Issuer or any of its direct or indirect parent companies (excluding Disqualified Stock), other than:

(1) public offerings with respect to the Issuer’s or any direct or indirect parent company’s common stock registered on Form S-4 or Form S-8; or

(2) issuances to any Subsidiary of the Issuer.

“Euros” means the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Exchange Notes” means any Notes issued in connection with an Exchange Offer pursuant to Section 2.06(f) hereof.

“Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

“Exchange Offer Registration Statement” has the meaning set forth in the Registration Rights Agreement.

“Excluded Accounts” means any deposit account or securities account used exclusively as (a) payroll and other employee wage and benefit accounts, (b) tax accounts, including sales tax accounts, (c) escrow, fiduciary or trust accounts, (d) zero balance accounts and (e) the funds or other property held in or maintained in any such account identified in clauses (a) through (d).

“Excluded Property” means:

(1) any fee-owned real property (other than Material Real Property) and any leasehold rights and interests in real property (including landlord waivers, estoppels and collateral access letters);

(2) motor vehicles, aircraft and other assets subject to certificates of title;

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(3) letter of credit rights, except (A) to the extent constituting support obligations for other Collateral as to which perfection of the security interest granted by the Issuer or a Guarantor in such other Collateral is accomplished solely by the filing of a UCC financing statement or the equivalent filing in the applicable jurisdiction or (B) to the extent not requiring any perfection steps (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement or the equivalent filing in the applicable jurisdiction);

(4) commercial tort claims where the amount of damages claimed by the Issuer or any Guarantor does not exceed $25,000,000;

(5) any governmental or regulatory licenses, federal, state or local franchises, certificates, charters, consents and authorizations, in each case, to the extent that the grant (or perfection) of a security interest therein, or the assignment thereof, is prohibited or restricted thereby or under applicable Laws (including, without limitation, rules and regulations of any Governmental Authority or agency) or would require governmental consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained), other than to the extent such prohibition, limitation or restriction is ineffective under the applicable anti-assignment provisions of the UCC or other applicable Law;

(6) any particular asset or right under contract if the pledge thereof or the security interest therein (A) is prohibited or restricted by applicable Law (including any requirement to obtain the consent of any Governmental Authority or third party), other than to the extent such prohibition is rendered ineffective by the applicable anti-assignment provisions of the UCC or other applicable Law or (B) to the extent and for as long as it would violate the terms of any written agreement, license, lease or similar arrangement with respect to such asset or would require consent, approval, license or authorization (other than such consent, approval, license or authorization of the Issuer or any Guarantor or which has been obtained) (in each case, after giving effect to the relevant anti-assignment provisions of the UCC or other applicable Law) or would give rise to a termination right pursuant to any “change of control” or other similar provision under such written agreement, license or lease (except to the extent such provision is overridden by the applicable anti-assignment provisions UCC or other applicable Laws), in each case, (a) excluding any such written agreement that relates to Credit Agreement Refinancing Indebtedness (as defined in the Senior Credit Facilities) and (b) only to the extent that such limitation on such pledge or security interest is otherwise permitted pursuant to the Credit Agreement and not prohibited by this Indenture;

(7) (1) Margin Stock, (2) Equity Interests in any Person other than IQVIA RDS Inc. or any wholly owned Material Subsidiary directly owned by the Issuer or any Guarantor, but only to the extent (x) the organization documents or other agreement with respect to the Equity Interests of such Person with other equity holders (other than any such agreement where all of the equity holders party thereto are the Issuer or a Guarantor) do not permit or restrict the pledge of such Equity Interests or (y) the pledge of such Equity Interests (including any exercise of remedies) would result in a change of control, repurchase obligation or other adverse consequence to the Issuer or any Guarantor or such Person, (3) Equity Interests in any wholly owned Material Foreign Subsidiary that is directly owned by the Issuer or any Guarantor in excess of 66% of such Material Foreign Subsidiary’s issued and outstanding Equity Interests, (4) any Equity Interests of any Subsidiary of a Foreign Subsidiary (other than a Swiss Subsidiary (as defined in the First Lien Intercreditor Agreement) of IQVIA AG), (5) Equity Interests of any Unrestricted Subsidiary, any special purpose securitization vehicle (or similar entity), including any Securitization Subsidiary, any Captive Insurance Subsidiary, any not-for-profit Subsidiary, and (6) Equity Interests in IQVIA Government Solutions Inc.;

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(8) any contract, lease, instrument, license or other document or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate or invalidate such contract, lease, instrument, license or other document or purchase money or similar arrangement or create a right of termination in favor of any other party thereto (other than the Issuer or a Guarantor), after giving effect to the applicable anti-assignment provisions of the UCC, or violate any applicable Law (or would require governmental approval, consent or authorization (after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or other equivalent Law)), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC or other applicable Laws notwithstanding such prohibition;

(9) the creation or perfection of pledges of, or security interests in, any property or assets that would result in material adverse tax consequences to Holdings, the Issuer or any of its Subsidiaries, as reasonably determined by the Issuer in consultation with the Senior Credit Facilities Agent;

(10) any intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable Law;

(11) particular assets if and for so long as, in the reasonable judgment of the Senior Credit Facilities Agent in consultation with the Issuer, the cost, burden or consequences (including adverse tax consequences) of creating or perfecting such pledges or security interest in such assets or obtaining title insurance, surveys, abstracts or appraisals in respect of such assets exceed the practical benefits to be obtained by the Holders therefrom,

(12) cash and Cash Equivalents (other than (A) proceeds of Collateral as to which perfection of the security interest granted in such proceeds by the Issuer or any Guarantor is accomplished solely by the filing of a UCC financing statement or the equivalent filing in the applicable jurisdiction or (B) to the extent not requiring any perfection steps), deposit and other bank and securities accounts (including securities entitlements and related assets) (in each case, other than (A) proceeds of Collateral held in such accounts as to which perfection of the security interest granted by the Issuer or any Guarantor in such proceeds is accomplished solely by the filing of a UCC financing statement or the equivalent filing in the applicable jurisdiction or (B) to the extent not requiring any perfection steps); and

(13) Excluded Accounts;

provided, however, that Excluded Property shall not include any proceeds, substitutions or replacements of any Excluded Property referred to in clauses (1) through (13) (unless such proceeds, substitutions or replacements would independently constitute Excluded Property referred to in clauses (1) through (13)).

“Existing Senior Notes” means, collectively, the Senior 1.750% Notes, the Senior 2.250% Notes due 2028, the Senior 2.250% Notes due 2029, the Senior 2.875% Notes due 2025, the Senior 2.875% Notes due 2028, the Senior 5.000% Notes due 2026, the Senior 5.000% Notes due 2027 and the Senior 6.500% Notes due 2030.

“Existing Senior Secured Notes” means the Senior Secured 5.700% Notes due 2028.

“fair market value” means, with respect to any asset or liability, the fair market value of such asset or liability as determined by the Issuer in good faith.

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“Financial Officer” means the Chief Financial Officer, the Treasurer or other financial officer of the Issuer, as applicable.

“First Lien Intercreditor Agreement” mans that certain First Lien Intercreditor Agreement dated as of May 23, 2023, by and among, Holdings, the Issuer, the other Grantors (as defined therein), Bank of America, N.A., as Credit Agreement Collateral Agent and Authorized Representative (each as defined therein), the trustee of the Existing Senior Secured Notes as Initial Additional Authorized Representative, the collateral agent of the Existing Senior Secured Notes, as Initial Additional Collateral Agent, and the other representatives and collateral agents from time to time party thereto, as amended, restated, supplemented or otherwise modified from time to time.

“Fixed Charges” means, with respect to any Person for any period, the sum of, without duplication:

(1) Consolidated Interest Expense of such Person for such period;

(2) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred Stock during such period; and

(3) all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified Stock during such period.

“Foreign Subsidiary” means any direct or indirect Restricted Subsidiary of the Issuer that is not a Domestic Subsidiary.

“Funded Debt” means any Indebtedness for money borrowed (other than in connection with a Qualified Securitization Facility), whether created, issued, incurred, assumed or guaranteed, that would, in accordance with GAAP, be classified as long-term debt, but in any event including all Indebtedness for money borrowed, whether secured or unsecured, maturing more than one year, or extendible at the option of the obligor to a date more than one year, after the date of determination thereof (excluding any amount thereof included in current liabilities other than Indebtedness incurred under a revolving credit facility).

“GAAP” means (1) generally accepted accounting principles in the United States of America which are in effect on the Issue Date but without giving effect to Accounting Standards Codification Topic No. 842, Leases or (2) after the Issue Date, if elected by the Issuer by written notice to the Trustee in connection with the delivery of financial statements and information, the accounting standards and interpretations (“IFRS”) adopted by the International Accounting Standard Board, as in effect on the first date of the period for which the Issuer is making such election; provided, that (a) any such election once made shall be irrevocable, (b) all financial statements and reports required to be provided after such election pursuant to this Indenture shall be prepared on the basis of IFRS, (c) from and after such election, all ratios, computations and other determinations based on GAAP contained in this Indenture shall be computed in conformity with IFRS and (d) in connection with the delivery of financial statements (x) for any of its first three financial quarters of any financial year, it shall restate its consolidated interim financial statements for such interim financial period and the comparable period in the prior year to the extent previously prepared in accordance with GAAP as in effect on the Issue Date and (y) for delivery of audited annual financial information, it shall provide consolidated historical financial statements prepared in accordance with IFRS for the prior most recent fiscal year to the extent previously prepared in accordance with GAAP as in effect on the Issue Date.

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“Global Note Legend” means the legend set forth in Section 2.06(g)(ii) hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, a 144A Global Note and a Regulation S Global Note.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, local or otherwise, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business or consistent with industry practice), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Issuer’s Obligations under this Indenture and the Notes.

“Guarantor” means Holdings and each Restricted Subsidiary of the Issuer, if any, that Guarantees the Notes in accordance with the terms of this Indenture.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer, modification or mitigation of interest rate, currency or commodity risks either generally or under specific contingencies.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Holdings” means IQVIA Holdings Inc., a Delaware corporation.

“Immediate Family Members” means with respect to any individual, such individual’s child, stepchild, grandchild or more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law, father-in-law, son-in-law and daughter-in-law (including adoptive relationships) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund of which any such individual is the donor.

“IMS Health Holdings” means IMS Health Holdings, Inc., a Delaware corporation.

“IMS-Quintiles Merger” means, collectively, the merger of IMS Health Holdings with and into Quintiles Holdings, the merger of Healthcare Technology Intermediate Holdings, LLC with and into Quintiles Holdings immediately thereafter, and the merger of Quintiles Corp with and into the Issuer.

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“Indebtedness” means, with respect to any Person, without duplication:

(1) any indebtedness (including principal and premium) of such Person, whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without duplication, reimbursement agreements in respect thereof);

(c) representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations) due more than twelve months after such property is acquired, except (i) any such balance that constitutes an obligation in respect of a commercial letter of credit, a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business or consistent with industry practice, (ii) any earn-out obligations until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid within thirty (30) days after becoming due and payable or (iii) accruals for payroll and other liabilities accrued in the ordinary course of business; or

(d) representing the net obligations under any Hedging Obligations;

if and to the extent that any of the foregoing Indebtedness (other than obligations in respect of letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; provided, that Indebtedness of any direct or indirect parent of the Issuer appearing upon the balance sheet of the Issuer solely by reason of push-down accounting under GAAP shall be excluded;

(2) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the obligations of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the ordinary course of business or consistent with industry practice; and

(3) to the extent not otherwise included, the obligations of the type referred to in clause (1) of a third Person secured by a Lien on any asset owned by such first Person, whether or not such Indebtedness is assumed by such first Person; provided that the amount of such Indebtedness that is not recourse to the Issuer or any Restricted Subsidiary except with respect to such specific asset will be the lesser of (i) the fair market value of such asset at such date of determination, and (ii) the amount of such Indebtedness of such other Person;

provided, that notwithstanding the foregoing, Indebtedness shall be deemed not to include (a) Contingent Obligations incurred in the ordinary course of business or consistent with industry practice, (b) reimbursement obligations under commercial letters of credit (provided that unreimbursed amounts under letters of credit shall be counted as Indebtedness three (3) Business Days after such amount is drawn), (c) obligations under or in respect of Qualified Securitization Facilities; provided, further, that Indebtedness shall be calculated without giving effect to the effects of Accounting Standards Codification Topic No. 815, Derivatives and Hedging, and related interpretations to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting for any embedded derivatives created by the terms of such Indebtedness or (d) deferred or prepaid revenues. For the avoidance of doubt, Indebtedness shall not include royalty payments.

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“Indenture” means this Amended and Restated Indenture, as amended, supplemented or otherwise modified from time to time.

“Independent Investment Bank” means one of the Reference Treasury Dealers that the Issuer appoints to act as the Independent Investment Bank from time to time.

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Purchasers” means: J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., MUFG Securities Americas Inc., PNC Capital Markets LLC, Truist Securities, Inc., BNP Paribas Securities Corp., Mizuho Securities USA LLC, TD Securities (USA) LLC, Fifth Third Securities, Inc., ING Financial Markets LLC, RBC Capital Markets, LLC, Siebert Williams Shank & Co., LLC, Huntington Securities, Inc. and Regions Securities LLC.

“Intercreditor Agreements” means, collectively, the First Lien Intercreditor Agreement and, if entered into, any other intercreditor agreement entered into by the Collateral Agent or the Trustee, as applicable, at the reasonable discretion of the Senior Credit Facilities Agent pursuant to which the Liens securing any Obligations of the Issuer and the Guarantors are subordinated to the Liens securing the Notes and the Guarantees.

“interest” as used herein, shall be deemed to include all applicable Additional Interest, if any.

“Interest Payment Date” means February 1 and August 1 of each year to stated maturity, beginning February 1, 2024.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency selected by the Issuer.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, credit card and debit card receivables, trade credit, advances to customers, commission, travel and similar advances to employees, directors, officers, members of management, manufacturers, consultants and independent contractors, in each case made in the ordinary course of business or consistent with industry practice), and purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person.

“Issue Date” means November 28, 2023.

“Issuer” means IQVIA Inc. and its successors.

“Issuer’s Order” means a written request or order signed on behalf of the Issuer by an Officer, who must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer, and delivered to the Trustee.

“June 2020 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the June 2020 Transactions.

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“June 2020 Transactions” means, collectively, (i) the issuance of the Senior 2.875% Notes due 2028, (ii) the satisfaction and discharge of the Senior 3.500% Notes and (iii) the payment of all fees and expenses associated with the foregoing.

“Laws” means, collectively, all international, foreign, federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“LCT Test Date” means the date specified in the LCT Election; provided, that (a) with respect to any prepayment of Indebtedness, such date shall be the date of the irrevocable prepayment notice and (b) with respect to all other Limited Condition Transactions, such date shall be the date of the definitive agreements for such Limited Condition Transaction.

“Legal Holiday” means a Saturday, a Sunday or a day on which commercial banking institutions are not required to be open in the State of New York or at the place of payment. If a payment date is on a Legal Holiday, payment will be made on the next succeeding day that is not a Legal Holiday and no interest shall accrue in the intervening period.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Issuer and sent to all Holders of the Notes for use by such Holders in connection with an Exchange Offer relating to the Notes.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided, that in no event shall an operating lease be deemed to constitute a Lien.

“Limited Condition Transaction” means any (a) acquisition, Investment or Sale and Lease-Back Transaction by the Issuer or one or more of its Restricted Subsidiaries whose consummation is not conditioned on the availability of, or on obtaining, third-party financing and (b) redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment.

“March 2021 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the March 2021 Transactions.

“March 2021 Transactions” means, collectively, (i) the issuance of the Senior 1.750% Notes and the Senior 2.250% Notes due 2029, (ii) the satisfaction and discharge of the Senior 3.250% Notes and (iii) the payment of all fees and expenses associated with the foregoing.

“Margin Stock” has the meaning specified in Regulation U of the Board of Governors of the United States Federal Reserve System, or any successor thereto.

“Material Foreign Subsidiary” means any Material Foreign Subsidiary under and as defined in the Credit Agreement.

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“Material Real Property” means any fee-owned real property located in the United States that is owned by the Issuer or any Guarantor, in each case, with a fair market value in excess of $35,000,000 (at August 25, 2021 or, with respect to fee-owned real property located in the United States that is acquired after August 25, 2021, at the time of acquisition).

“Material Subsidiary” means any Material Subsidiary under and as defined in the Credit Agreement.

“May 2019 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the May 2019 Transactions.

“May 2019 Transactions” means, collectively, (i) the issuance of the 5.000% Senior Notes due 2027 and (ii) the payment of all fees and expenses associated with the foregoing.

“May 2023 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the May 2023 Transactions.

“May 2023 Transactions” means, collectively, (i) the issuance of the Senior Secured 5.700% Notes due 2028, (ii) the issuance of the Senior 6.500% Notes due 2030 and (iii) the payment of all fees and expenses associated with the foregoing.

“Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency business.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries in respect of any Sale and Lease-Back Transaction, net of the costs relating to such Sale and Lease-Back Transaction, including legal, accounting and investment banking fees, payments made in order to obtain a necessary consent or required by applicable law, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, other fees and expenses, including title and recordation expenses, taxes paid or payable as a result thereof or any transactions occurring or deemed to occur to effectuate a payment under this Indenture (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated Indebtedness) or amounts required to be applied to the repayments of Indebtedness secured by a Lien on such assets and required to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the Sale and Lease-Back Transaction and retained by the Issuer or any of its Restricted Subsidiaries after such Sale and Lease-Back Transaction, including any indemnification obligations associated with such transaction.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Notes” means, collectively, the Initial Notes, any Exchange Notes and any Additional Notes.

“Notes Custodian” means the custodian with respect to the Global Notes (as appointed by the Depositary) or any successor person thereto, and shall initially be the Trustee.

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“November 2023 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the November 2023 Transactions.

“November 2023 Transactions” means, collectively, (i) the issuance of the Initial Notes on the Issue Date, (ii) the amendment of the Senior Credit Facilities on the Issue Date and the incurrence of a new term loan B thereunder on the Issue Date and (iii) the payment of all fees and expenses associated with the foregoing.

“Obligations” means any principal, interest, fees and expenses (including any such interest, fees and expenses accruing on or subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding, whether or not such interest, fees or expenses is an allowed or allowable claim under applicable state, federal or foreign law), premium, penalties, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Memorandum” means the confidential offering memorandum, dated November 14, 2023, relating to the sale of the Initial Notes.

“Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the Chief Operating Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of any Person. Unless otherwise indicated, Officer shall refer to an Officer of the Issuer.

“Officer’s Certificate” means a certificate signed on behalf of a Person by an Officer of such Person that meets the requirements set forth in this Indenture.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee or the Collateral Agent, as applicable. The counsel may be an employee of or counsel to the Issuer or the Trustee or the Collateral Agent, as applicable.

“Parent Company” means any Person so long as such Person directly or indirectly holds 100.0% of the total voting power of the Capital Stock of the Issuer, and at the time such Person acquired such voting power, no Person and no Persons that are together a group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision), including any such group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), shall have beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision), directly or indirectly, of 50.0% or more of the total voting power of the Voting Stock of such Person.

“Participant” means, with respect to the Depositary, a Person who has an account with the Depositary.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

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“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance, health, disability or employee benefits, other social security laws or similar legislation or regulations or other insurance-related obligations (including, but not limited to, in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto) or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2) landlords’, carriers’, warehousemen’s, materialsmen’s, repairmen’s, construction and mechanics’ Liens, in each case arising in the ordinary course of business and (i) for sums not yet overdue for a period of more than 60 days or, if more than 60 days overdue, are unfiled and no other action has been taken to enforce such Liens, (ii) being contested in good faith by appropriate actions or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP or (iii) the nonpayment of which in the aggregate would not reasonably be expected to have a material adverse effect on the Issuer or its Restricted Subsidiaries;

(3) Liens for taxes, assessments or other governmental charges not yet overdue for a period of more than 30 days or not yet payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate actions, if adequate reserves with respect thereto are maintained on the books of such Person in accordance with GAAP;

(4) Liens in favor of issuers of performance, surety, bid, indemnity, warranty, release, appeal or similar bonds, instruments or obligations or with respect to regulatory requirements or letters of credit or bankers acceptance issued, and completion guarantees provided for, in each case, issued pursuant to the request of and for the account of such Person in the ordinary course of its business or consistent with past practice or industry practice;

(5) survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, servitudes, sewers, electric lines, telegraph, telephone and cable television lines and other similar purposes, or zoning, building codes or other restrictions (including minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially impair their use in the operation of the business of such Person and exceptions on title policies insuring liens granted on Mortgaged Properties (as defined in the Senior Credit Facilities);

(6) Liens securing Capitalized Lease Obligations and purchase money obligations (including in respect of mortgage, industrial revenue bond, industrial development bond and similar financings) and otherwise securing all or any part of the purchase price of property acquired or cost of construction of property or cost of additions, substantial repairs, alternations or improvements of property, if the Indebtedness and the related Liens are incurred within 18 months of the later of such acquisition of property or completion of construction or addition, repairs, alterations or improvements, as the case may be;

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(7) Liens existing, or provided for under binding contracts existing, on the Issue Date;

(8) Liens on property or shares of stock or other assets of a Person at the time such Person becomes a Subsidiary; provided, that such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property) that secured the obligations to which such Liens relate;

(9) Liens on property or other assets at the time the Issuer or a Restricted Subsidiary acquired the property or such other assets, including any acquisition by means of a merger, amalgamation or consolidation with or into the Issuer or any of its Restricted Subsidiaries; provided, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, amalgamation, merger or consolidation; provided, further, that such Liens are limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after acquired-property) that secured the obligations to which such Liens relate;

(10) [reserved];

(11) Liens securing (x) Hedging Obligations and (y) obligations in respect of Cash Management Services;

(12) Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13) leases, subleases, licenses or sublicenses (or other agreement under which the Issuer or any Restricted Subsidiary has granted rights to end users to access and use the Issuer’s or any Restricted Subsidiary’s products, technologies or services) granted to others in the ordinary course of business which do not materially interfere with the ordinary conduct of the business of the Issuer or any of its Restricted Subsidiaries and the customary rights reserved or vested in any Person by the terms of any lease, sublease, license, sublicense, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;

(14) Liens arising from Uniform Commercial Code (or equivalent statutes) financing statement filings regarding operating leases, consignments or accounts entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business or consistent with industry practice or purported Liens evidenced by the filing of precautionary Uniform Commercial Code (or equivalent statutes) financing statements or similar public filings;

(15) Liens in favor of the Issuer or any Subsidiary of the Issuer;

(16) Liens on equipment of the Issuer or any of its Restricted Subsidiaries granted in the ordinary course of business or consistent with industry practice to the clients of the Issuer or any of its Restricted Subsidiaries;

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(17) Liens on accounts receivable, Securitization Assets and related assets incurred in connection with a Qualified Securitization Facility;

(18) Liens to secure any modification, refinancing, refunding, extension, renewal or replacement (or successive modification, refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8) and (9); provided, that (a) such new Lien shall be limited to all or part of the same property (plus improvements, accessions, proceeds or dividends or distributions in respect thereof and after-acquired property) that secured the original Lien (plus improvements and accessions on such property) and proceeds and products thereof, and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal amount or, if greater, committed amount of the Indebtedness secured by a Lien under clauses (6), (7), (8) and (9) at the time the original Lien became a Permitted Lien under this Indenture, and (ii) an amount necessary to pay any fees and expenses (including original issue discount, upfront fees or similar fees) and premiums (including tender premiums and accrued and unpaid interest), related to such refinancing, refunding, extension, renewal or replacement;

(19) deposits made or other security provided in the ordinary course of business to secure liability to insurance carriers or self-insurance arrangements;

(20) Liens securing obligations in an aggregate principal amount at any one time outstanding not to exceed the greater of (a) $1,500,000,000 and (b) 50% of EBITDA for the most recently ended Test Period;

(21) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business;

(22) (i) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business or consistent with industry practice, (ii) Liens arising out of conditional sale, title retention or similar arrangements for the sale of goods in the ordinary course of business or consistent with industry practice and (iii) Liens arising by operation of law under Article 2 of the Uniform Commercial Code;

(23) Liens securing judgments for the payment of money not constituting an Event of Default under Section 6.01(5) hereof;

(24) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods in the ordinary course of business or consistent with industry practice;

(25) Liens (a) of a collection bank arising under Section 4-208 of the Uniform Commercial Code on items in the course of collection, (b) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, and (c) in favor of banking institutions arising as a matter of law or under general terms and conditions encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking industry;

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(26) Liens deemed to exist in connection with Investments in repurchase agreements; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

(27) Liens encumbering reasonable customary deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes;

(28) Liens that are contractual rights of set-off (a) relating to the establishment of depository relations with banks or other deposit-taking financial institutions and not given in connection with the issuance of Indebtedness, (b) relating to pooled deposit or sweep accounts of the Issuer or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Issuer and its Restricted Subsidiaries or consistent with industry practice or (c) relating to purchase orders and other agreements entered into with customers of the Issuer or any of its Restricted Subsidiaries in the ordinary course of business or consistent with industry practice;

(29) Liens arising from Personal Property Security Act financing statement filings regarding leases entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business;

(30) any encumbrance or restriction (including put, call arrangements, tag, drag, right of first refusal and similar rights) with respect to capital stock of any joint venture or similar arrangement pursuant to any joint venture or similar agreement;

(31) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale or purchase of goods entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(32) Liens solely on any cash earnest money deposits made by the Issuer or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement;

(33) ground leases in respect of real property on which facilities owned or leased by the Issuer or any of its Subsidiaries are located;

(34) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(35) Liens on Capital Stock or other securities of an Unrestricted Subsidiary that secure Indebtedness or other obligations of such Unrestricted Subsidiary;

(36) Liens on cash advances in favor of the seller of any property to be acquired in an Investment or other acquisition to be applied against the purchase price for such Investment or other acquisition;

(37) any interest or title of a lessor, sublessor, licensor or sublicensor or secured by a lessor’s, sublessor’s, licensor’s or sublicensor’s interest under leases or licenses entered into by the Issuer or any of the Restricted Subsidiaries in the ordinary course of business or consistent with industry practice;

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(38) deposits of cash with the owner or lessor of premises leased and operated by the Issuer or any of its Subsidiaries in the ordinary course of business of the Issuer and such Subsidiary or consistent with industry practice to secure the performance of the Issuer’s or such Subsidiary’s obligations under the terms of the lease for such premises;

(39) Liens arising in the ordinary course of business to secure accounts payable or similar trade obligations not constituting Indebtedness;

(40) security given to a public utility or any municipality or governmental authority when required by such utility or authority in connection with the operations of that Person in the ordinary course of business;

(41) any proxy agreement relating to IMS Government Solutions, Inc. and its Equity Interests entered into with the Defense Security Service;

(42) any encumbrance or restriction imposed under any contract for the sale by the Issuer or any of its Restricted Subsidiaries of the Capital Stock of any Restricted Subsidiary, or any business unit or division of the Issuer or any Restricted Subsidiary;

(43) Liens securing any Indebtedness incurred under any Secured Revolving Commitments established in compliance with the terms of this Indenture;

(44) Liens securing the Notes issued on the Issue Date (or any Exchange Notes issued in respect thereof) and Guarantees, if any, of such Notes (or such Exchange Notes); and

(45) Liens securing obligations in respect of Indebtedness incurred under any Credit Facility, including any letter of credit facility relating thereto, that do not at any one time exceed $8,950,000,000.

For purposes of this definition, the term “Indebtedness” shall be deemed to include interest and other obligations payable on and with respect to such Indebtedness.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or any other entity.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Principal Personal or Real Property” means any personal or real property (including, for the avoidance of doubt, accounts receivable and inventory) other than property that, in the opinion of the Issuer, is not of material importance to the total business conducted by the Issuer and its Subsidiaries, taken as a whole.

“Private Placement Legend” means the legend set forth in Section 2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except where otherwise permitted by the provisions of this Indenture.

“Public Company Costs” means the initial costs relating to establishing compliance with the Sarbanes-Oxley Act of 2002, as amended, and other expenses arising out of or incidental to the Issuer’s or its Restricted Subsidiaries’ initial establishment of compliance with the obligations of a reporting company, including costs, fees and expenses (including legal, accounting and other professional fees) relating to compliance with provisions of the Securities Act and the Exchange Act.

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“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Stock.

“Qualified Securitization Facility” means any Securitization Facility (1) constituting a securitization financing facility that meets the following conditions: (a) the Board of Directors shall have determined in good faith that such Securitization Facility (including financing terms, covenants, termination events and other provisions) is in the aggregate economically fair and reasonable to the Issuer and the applicable Restricted Subsidiary or Securitization Subsidiary and (b) all sales and/or contributions of Securitization Assets and related assets to the applicable Person or Securitization Subsidiary are made at fair market value (as determined in good faith by the Issuer) or (2) constituting a receivables financing facility (it being understood that, for the avoidance of doubt, the Receivables Facility is deemed to be a Qualified Securitization Facility).

“Quintiles Corp” means Quintiles Transnational Corp., a North Carolina corporation.

“Quintiles Holdings” means Quintiles Transnational Holdings Inc., a North Carolina corporation.

“Rating Agencies” means Moody’s and S&P or if Moody’s or S&P or both shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Issuer which shall be substituted for Moody’s or S&P or both, as the case may be.

“Ratings Decline Period” means, with respect to any Change of Control, the period that (1) begins on the earlier of (a) the date of the first public announcement of such Change of Control or of the Issuer’s intention to effect such Change of Control or (b) the occurrence of such Change of Control and (2) ends on the 60th calendar day following consummation of such Change of Control; provided, however, that such period shall be extended for so long as any Rating Agency rating the Notes as of the beginning of the Ratings Decline Period has publicly announced during the Ratings Decline Period that the rating of the Notes is under consideration for downgrade by such Rating Agency.

“Receivables Facility” means the receivables facility pursuant to (a) that certain Receivables Financing Agreement, dated December 5, 2014, among IQVIA RDS Funding LLC (formerly known as Quintiles Funding LLC), as borrower, IQVIA RDS Inc. (formerly known as Quintiles, Inc.), as initial servicer, PNC Bank, N.A., as administrative agent and lender, and the additional persons from time to time party thereto as lenders and (b) that certain Purchase and Sale Agreement, dated December 5, 2014, as amended, among IQVIA RDS Inc. (formerly known as Quintiles, Inc.), as originator and initial servicer, IQVIA CSMS US Inc. (formerly known as Quintiles Commercial US, Inc.), as originator, and IQVIA RDS Funding LLC (formerly known as Quintiles Funding LLC), as buyer, in each case, as amended, modified or supplemented from time to time so long as such amendments, modifications and supplements are either, taken as a whole, not materially adverse to the interests of the Holders as determined in good faith by the Issuer or consented to by the administrative agent under the Senior Credit Facilities, and any extension thereof to receivables of the Issuer and any of its Subsidiaries.

“Record Date” for the interest payable on any applicable Interest Payment Date means the May 1 and November 1 (whether or not a Business Day) immediately preceding such Interest Payment Date.

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“Reference Treasury Dealer” means (1) J.P. Morgan Securities LLC and its successors, unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), in which case the Issuer will substitute another Primary Treasury Dealer and (2) any other Primary Treasury Dealer(s) selected by the Issuer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Bank, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Bank by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such Redemption Date.

“Registered Equivalent Notes” means, with respect to any notes originally issued in an offering pursuant to Rule 144A under the Securities Act or other private placement transaction under the Securities Act, substantially identical notes (having the same guarantees) issued in a dollar-for-dollar exchange therefor pursuant to an exchange offer registered with the SEC.

“Registration Rights Agreement” means that certain Registration Rights Agreement with respect to the Initial Notes entered into as of the Issue Date, by and among the Issuer, the Guarantors and J.P Morgan Securities LLC, as representative of the Initial Purchasers and, with respect to any Additional Notes, one or more substantially similar registration rights agreements among the Issuer, the Guarantors and the other parties thereto, as such agreements may be amended from time to time.

“Regulation S” means Regulation S promulgated under the Securities Act.

“Regulation S Global Note” means a Regulation S Temporary Global Note or Regulation S Permanent Global Note, as applicable.

“Regulation S Permanent Global Note” means a permanent Global Note in the form of Exhibit A attached hereto, with such applicable legends as are provided herein, and having the “Schedule of Exchanges of Interests in the Global Note” attached thereto, deposited with the Notes Custodian and registered in the name of the Depositary or its nominee issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the applicable Restricted Period.

“Regulation S Temporary Global Note” means a temporary Global Note in the form of Exhibit A attached hereto, bearing the Global Note Legend, the Private Placement Legend and having the “Schedule of Exchanges of Interests in the Global Note” attached thereto, deposited with the Notes Custodian and registered in the name of the Depositary or its nominee issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903.

“Regulation S Temporary Global Note Legend” means the legend set forth in Section 2.06(g)(iii) hereof.

“Responsible Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any director, vice president, assistant vice president, any trust officer or assistant trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such Person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

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“Restricted Period” means, in respect of any Note issued pursuant to Regulation S, the 40-day distribution compliance period as defined in Regulation S applicable to such Note.

“Restricted Subsidiary” means any Subsidiary of the Issuer other than an Unrestricted Subsidiary.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A promulgated under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means S&P Global Ratings, a division of S&P Global Inc., and any successor to its rating agency business.

“Sale and Lease-Back Transaction” means any arrangement providing for the leasing for a period of more than three years by the Issuer or any of its Restricted Subsidiaries of any real or tangible personal property, which property has been or is to be sold or transferred by the Issuer or such Restricted Subsidiary to a third Person in contemplation of such leasing.

“SEC” means the U.S. Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Issuer or any of its Restricted Subsidiaries secured by a Lien.

“Secured Revolving Commitments” means any commitments to make loans constituting Secured Indebtedness on a revolving basis to the Issuer or any of its Restricted Subsidiaries by any Person other than the Issuer or any of its Restricted Subsidiaries.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

“Securitization Assets” means (a) the accounts receivable, royalty or other revenue streams and other rights to payment and other assets related thereto subject to a Qualified Securitization Facility and the proceeds thereof and (b) contract rights, lockbox accounts and records with respect to such accounts receivable and any other assets customarily transferred together with accounts receivable in a securitization financing.

“Securitization Facility” means any of one or more receivables or securitization financing facilities, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer or any of its Restricted Subsidiaries (other than a Securitization Subsidiary) pursuant to which the Issuer or any of its Restricted Subsidiaries sells or grants a security interest in its accounts receivable or Securitization Assets or assets related thereto to either (a) a Person that is not a Restricted Subsidiary or (b) a Securitization Subsidiary that in turn sells its accounts receivable to a Person that is not a Restricted Subsidiary.

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“Securitization Subsidiary” means any Subsidiary formed for the purpose of, and that solely engages only in one or more Qualified Securitization Facilities and other activities reasonably related thereto.

“Security Agreement” means the security agreement, dated as of the Issue Date, among the Issuer, the Guarantors and the Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Security Documents” means, collectively, the Security Agreement, intellectual property security agreements, the mortgages, collateral assignments, security agreement supplements, security agreements, pledge agreements or other similar agreements entered into in favor of the Collateral Agent pursuant to this Indenture, and each of the other agreements, instruments or documents that creates or purports to create a Lien for the benefit of the Collateral Agent, the Trustee and the Holders of the Notes.

“Senior Credit Facilities” means, collectively, the senior secured term loan facilities and the senior secured revolving credit facilities under the Credit Agreement, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements, refundings, refinancings or replacements thereof and any one or more indentures or credit facilities or commercial paper facilities with banks or other institutional lenders, or investors, whether or not secured, that replace, refund, supplement or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof or adds Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, trustee, lender or group of lenders or holders.

“Senior Credit Facilities Agent” means Bank of America, N.A., in its capacity as the administrative agent under the Senior Credit Facilities.

“Senior Indebtedness” means:

(1) all Indebtedness of the Issuer or any Guarantor outstanding under the Senior Credit Facilities, the Existing Senior Secured Notes and the related guarantees, the Existing Senior Notes and the related guarantees, and the Notes and related Guarantees (including interest accruing on or after the filing of any petition in bankruptcy or similar proceeding or for reorganization of the Issuer or any Guarantor (at the rate provided for in the documentation with respect thereto, regardless of whether or not a claim for post-filing interest is allowed in such proceedings)), and any and all other fees, expense reimbursement obligations, indemnification amounts, penalties, and other amounts (whether existing on the Issue Date or thereafter created or incurred) and all obligations of the Issuer or any Guarantor to reimburse any bank or other Person in respect of amounts paid under letters of credit, acceptances or other similar instruments;

(2) all (x) Hedging Obligations (and guarantees thereof) and (y) obligations in respect of Cash Management Services (and guarantees thereof) owing to a lender under the Senior Credit Facilities or any Affiliate of such lender (or any Person that was a lender or an Affiliate of such lender at the time the applicable agreement giving rise to such Hedging Obligation was entered into); provided that such Hedging Obligations and obligations in respect of Cash Management Services, as the case may be, are permitted to be incurred under the terms of this Indenture;

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(3) any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to the Notes or any related Guarantee; and

(4) all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3);

provided, that Senior Indebtedness shall not include:

(a) any obligation of such Person to the Issuer or any of its Subsidiaries;

(b) any liability for federal, state, local or other taxes owed or owing by such Person;

(c) any accounts payable or other liability to trade creditors arising in the ordinary course of business or consistent with industry practice;

(d) any Indebtedness or other Obligation of such Person which is subordinate or junior in any respect to any other Indebtedness or other Obligation of such Person; or

(e) that portion of any Indebtedness which at the time of incurrence is incurred in violation of this Indenture.

“Senior 1.750% Notes” means €550,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2026 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 1.750%/2.250% Notes Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 1.750%/2.250% Notes Indenture” means the indenture dated March 3, 2021, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 2.250% Notes due 2028” means €720,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2028 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 2.250% Notes due 2028 Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 2.250% Notes due 2028 Indenture” means the indenture dated August 13, 2019, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 2.250% Notes due 2029” means €900,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2029 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 1.750%/2.250% Notes Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 2.875% Notes due 2025” means €420,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2025 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 2.875% Notes due 2025 Indenture in exchange for the initial unregistered senior unsecured notes.

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“Senior 2.875% Notes due 2025 Indenture” means the indenture dated September 14, 2017, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 2.875% Notes due 2028” means €711,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2028 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 2.875% Notes due 2028 Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 2.875% Notes due 2028 Indenture” means the indenture dated June 24, 2020, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 3.250% Notes” means €1,425,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2025.

“Senior 4.125% Notes” means €275,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2023.

“Senior 4.875% Notes” means $800,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2023.

“Senior 5.000% Notes due 2026” means $1,050,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2026 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 5.000% Notes due 2026 Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 5.000% Notes due 2026 Indenture” means the indenture dated September 28, 2016, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 5.000% Notes due 2027” means $1,100,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2027 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 5.000% Notes due 2027 Indenture in exchange for the initial unregistered senior unsecured notes.

“Senior 5.000% Notes due 2027 Indenture” means the indenture dated May 10, 2019, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, as amended, supplemented or modified from time to time.

“Senior 6.500% Notes due 2030” means $500,000,000 in aggregate principal amount of the Issuer’s senior unsecured notes due 2030 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 6.500% Notes due 2030 Indenture in exchange for the initial unregistered senior unsecured notes.

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“Senior 6.500% Notes due 2030 Indenture” means the indenture dated May 23 2023, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, as amended, supplemented or modified from time to time.

“Senior Secured 5.700% Notes due 2028” means $750,000,000 in aggregate principal amount of the Issuer’s senior secured notes due 2028 and any Registered Equivalent Notes having substantially identical terms and issued pursuant to the Senior 5.700% Notes due 2028 Indenture in exchange for the initial unregistered senior secured notes.

“Senior Secured 5.700% Notes due 2028 Indenture” means the indenture dated May 23, 2023, by and among the Issuer, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent, as amended, supplemented or modified from time to time.

“Senior Secured Net Leverage Ratio” means, with respect to any Test Period, the ratio of (a) Consolidated Total Debt (other than any Indebtedness of a Restricted Subsidiary which is not a Guarantor which is not secured by any assets of the Issuer or a Guarantor) outstanding on the last day of such Test Period that is secured by a Lien on any property of the Issuer or any Restricted Subsidiary (other than property or assets held in a defeasance or similar trust or arrangement for the benefit of the Indebtedness secured thereby) minus the aggregate amount of cash and Cash Equivalents included in the consolidated balance sheet of the Issuer as of such date, excluding cash and Cash Equivalents which are listed as “Restricted” on such balance sheet, to (b) EBITDA of the Issuer for such Test Period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Secured Indebtedness (other than Secured Indebtedness incurred under any revolving credit facility in the ordinary course of business for working capital purposes or any repayment of such Indebtedness in the ordinary course of business) subsequent to the commencement of the period for which the Senior Secured Net Leverage Ratio is being calculated but prior to or simultaneously with the event for which such calculation is made, then the Senior Secured Net Leverage Ratio, as applicable, shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Secured Indebtedness, in each case, as if the same had occurred on the last day of the applicable Test Period, and if the Senior Secured Net Leverage Ratio is being calculated in connection with establishing any Secured Revolving Commitments, then such calculation shall be made giving pro forma effect to the incurrence of the entire committed amount of Secured Indebtedness under such Secured Revolving Commitments.

For purposes of making the computation referred to above, any Specified Transaction that has been made by the Issuer or any of its Restricted Subsidiaries during any Test Period or subsequent to such Test Period and on or prior to or simultaneously with the event for which the calculation of the Senior Secured Net Leverage Ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in EBITDA resulting therefrom) had occurred on the first day of the Test Period. If since the beginning of such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Issuer or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this definition, then EBITDA shall be calculated giving pro forma effect thereto for such Test Period as if such Specified Transaction had occurred at the beginning of the applicable Test Period.

For purposes of this definition, whenever pro forma effect is to be given to any Specified Transaction, the pro forma calculations shall be made in good faith by a Financial Officer of the Issuer and may include, for the avoidance of doubt, the amount of “run-rate” cost savings, synergies and operating expense reductions resulting from or related to any such Specified Transaction which is being given pro forma effect that have been realized or are expected to be realized and for which the actions

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necessary to realize such cost savings, operating expense reductions and synergies are taken, committed to be taken or with respect to which substantial steps have been taken or are expected to be taken no later than 24 months after the date of any such Specified Transaction (in each case as though such cost savings and synergies had been realized on the first day of the applicable period and as if such cost savings and synergies were realized for the entirety of such period). For the purposes of this Indenture, “run-rate” means the full recurring benefit for a period that is associated with any action taken, committed to be taken, or with respect to which substantial steps have been taken or are expected to be taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions.

For purposes of this definition, the amount of any Secured Indebtedness in a currency other than U.S. dollars will be converted to U.S. dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period (after giving effect to the currency translation effects, determined in accordance with GAAP, of hedging arrangements for currency exchange risks with respect to the applicable currency in effect on the date of determination of the applicable amount of such Indebtedness).

“September 2017 Transaction Expenses” means any fees, costs or expenses incurred or paid by the Issuer or any Restricted Subsidiary in connection with the September 2017 Transactions.

“September 2017 Transactions” means, collectively, (i) the issuance of the Senior 2.875% Notes due 2025, (ii) the satisfaction and discharge of the Senior 4.125% Notes, (iii) the amendment of the Senior Credit Facilities on September 18, 2017 and (iv) the payment of all fees and expenses associated with the foregoing.

“Shelf Registration Statement” means a Shelf Registration Statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X of the SEC, as such regulation is in effect on the Issue Date; provided that notwithstanding the foregoing, in no event will any Securitization Subsidiary be considered a Significant Subsidiary for purposes of clauses (4), (5), (6), (7) or (8) under Section 6.01.

“Specified Legal Expenses” means, to the extent not constituting an extraordinary, non-recurring or unusual loss, charge or expense, all attorneys’ and experts’ fees and expenses and all other costs, liabilities (including all damages, penalties, fines and indemnification and settlement payments) and expenses paid or payable in connection with any threatened, pending, completed or future claim, demand, action, suit, proceeding, inquiry or investigation (whether civil, criminal, administrative, governmental or investigative) either (i) arising from, or related to, facts and circumstances existing on or prior to the Issue Date or (ii) arising out of or related to antitrust, Federal Trade Commission or Department of Justice proceedings or securities law.

“Specified Transaction” means (i) solely for the purposes of determining the applicable cash balance, any contribution of capital, including as a result of an Equity Offering, to the Issuer, in each case, in connection with an acquisition or Investment, (ii) any designation of operations or assets of the Issuer or a Restricted Subsidiary as discontinued operations (as defined under GAAP) (other than held-for-sale discontinued operations until actually disposed of), (iii) any Investment that results in a Person becoming a Restricted Subsidiary, (iv) any designation of a Subsidiary as a Restricted Subsidiary or an

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Unrestricted Subsidiary in compliance with this Indenture, (v) any purchase or other acquisition of a business of any Person, of assets constituting a business unit, line of business or division of any Person, or (vi) any disposition (x) that results in a Restricted Subsidiary ceasing to be a Subsidiary of the Issuer or (y) of a business, business unit, line of business or division of the Issuer or a Restricted Subsidiary, in each case whether by merger, amalgamation, consolidation or otherwise.

“Sterling” means the lawful currency of the United Kingdom.

“Subordinated Indebtedness” means, with respect to the Notes,

(1) any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the Notes, and

(2) any Indebtedness of any Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity of the Notes.

“Subsidiary” means, with respect to any Person:

(1) any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50.0% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, members of management or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof; and

(2) any partnership, joint venture, limited liability company or similar entity of which:

(a) more than 50.0% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(b) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Subsidiary Guarantor” means each Guarantor other than Holdings.

“Swiss Franc” means the lawful money of the Swiss Confederation and the Principality of Liechtenstein.

“Test Period” means the Issuer’s most recently ended four fiscal quarters for which internal financial statements are available (as determined in good faith by the Issuer).

“Treasury Rate” means, with respect to any Redemption Date, (i) the yield, calculated as the average of the five most recent daily rates published in the statistical release(s) designated ‘‘H.15’’ or any successor publication which is published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Par Call Date, yields for the two

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published maturities most closely corresponding to the Comparable Treasury Issue shall be determined and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month); or (ii) if the release referred to above (or any successor release) is not published during the week preceding the calculation date or does not contain the yields referred to above, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate will be calculated at 5:00 p.m. (New York City time) on the third business day preceding such Redemption Date. As used in the immediately preceding sentence and in the definition of “Reference Treasury Dealer Quotations” above, the term “business day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or obligated by law or executive order to close.

“Trust Indenture Act” means the Trust Indenture Act of 1939, as amended.

“Trustee” means U.S. Bank Trust Company, National Association, in its capacity as trustee, until a successor replaces it in accordance with the applicable provisions of this Indenture and thereafter means the successor serving hereunder.

“Uniform Commercial Code” means the Uniform Commercial Code or any successor provision thereof as the same may from time to time be in effect in the State of New York; provided that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Uniform Commercial Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or remedies.

“Unrestricted Subsidiary” means (a) any Subsidiary of the Issuer which at the time of determination is designated as an “Unrestricted Subsidiary” in any Credit Facility (including the Senior Credit Facilities), whether on or subsequent to the Issue Date, and (b) any Subsidiary of an Unrestricted Subsidiary.

“U.S. Government Obligations” means securities that are: (1) direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged; or (2) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the U.S. Government Obligations or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depository receipt.

“U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

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“Wholly-Owned Subsidiary” of any Person means a Subsidiary of such Person, 100.0% of the outstanding Equity Interests of which (other than directors’ qualifying shares and shares of Capital Stock of Foreign Subsidiaries issued to foreign nationals as required under applicable law) shall at the time be owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person.

“Yen” means the lawful currency of Japan.

SECTION 1.02. Other Definitions.

Term	Defined in Section
“Authentication Order”	2.02
“Change of Control Offer”	4.07(a)
“Change of Control Payment”	4.07(a)
“Change of Control Payment Date”	4.07(a)(2)
“Covenant Defeasance”	8.03
“Event of Default”	6.01
“Initial Notes”	Recitals
“LCT Election”	1.06
“Legal Defeasance”	8.02
“Make-Whole Premium”	3.07(b)
“Make-Whole Premium Deficit”	8.04(1)
“Note Register”	2.03
“Notes”	Recitals
“Par Call Date”	3.07(a)
“Paying Agent”	2.03
“Redemption Date”	3.01
“Registrar”	2.03
“Transfer Agent”	2.03

SECTION 1.03. Incorporation by Reference of Trust Indenture Act.

Except as set forth in this Section 1.03 and in Section 12.16, the Issuer and the Guarantors, if any, shall not be required to qualify this Indenture under the Trust Indenture Act. The Trust Indenture Act shall not apply to this Indenture prior to any such qualification, and all references herein to compliance with the Trust Indenture Act refer to compliance following any such qualification.

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At all times after the effectiveness of a registration statement under the Registration Rights Agreement and pursuant to Section 12.16, this Indenture will be subject to the mandatory provisions of the Trust Indenture Act with respect to the Notes which are subject to such registration statement filed pursuant to the Registration Rights Agreement, which unless otherwise indicated are incorporated by reference in and made a part of this Indenture effective upon the effectiveness of any such registration statement. Whenever this Indenture refers to a provision of the Trust Indenture Act, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act term used in this Indenture has the following meaning:

“obligor” on the Notes of and the Guarantees means the Issuer and the Guarantors, respectively, and any successor obligor upon the Notes and the Guarantees, respectively.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute or defined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

SECTION 1.04. Rules of Construction. Unless the context otherwise requires:

(a) a term has the meaning assigned to it;

(b) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(c) “or” is not exclusive;

(d) the words “including,” “includes” and similar words shall be deemed to be followed by without limitation;

(e) words in the singular include the plural, and in the plural include the singular;

(f) “will” shall be interpreted to express a command;

(g) provisions apply to successive events and transactions;

(h) references to sections of, or rules under, the Securities Act or the Exchange Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(i) unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture;

(j) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not any particular Article, Section, clause or other subdivision;

(k) the principal amount of any Preferred Stock at any time shall be (i) the maximum liquidation value of such Preferred Stock at such time or (ii) the maximum mandatory redemption or mandatory repurchase price with respect to such Preferred Stock at such time, whichever is greater;

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(l) words used herein implying any gender shall apply to both genders;

(m) in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”; and the word “through” means “to and including”;

(n) the principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Issuer dated such date prepared in accordance with GAAP; and

(o) unless otherwise specifically indicated, the term “consolidated” with respect to any Person means such Person consolidated with its Restricted Subsidiaries and excludes any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

SECTION 1.05. Acts of Holders.

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent duly appointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01 hereof) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Person executing the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of any action taken, suffered or omitted by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Issuer may, in the circumstances permitted by the Trust Indenture Act, set a record date for purposes of determining the identity of Holders entitled to give any request, demand, authorization, direction, notice, consent, waiver or take any other act, or to vote or consent to any action by vote or consent authorized or permitted to be given or taken by Holders. Unless otherwise specified, if not set by the Issuer prior to the first solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be the later of 10 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee prior to such solicitation.

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(f) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.

SECTION 1.06. Limited Condition Transactions. When calculating any applicable ratio, Consolidated Net Income or EBITDA or determining the satisfaction of all other conditions precedent in connection with a Limited Condition Transaction, the date of determination of such ratio, Consolidated Net Income or EBITDA or compliance with any condition precedent, shall, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), be the LCT Test Date, and, if after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, the Issuer could have consummated such Limited Condition Transaction on the relevant LCT Test Date in compliance with such ratio or other provision, such ratio or other provision shall be deemed to have been complied with. For the avoidance of doubt, (i) if, following the LCT Test Date, any of such ratios or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in EBITDA or other components of such ratio) or other provision at or prior to the consummation of the relevant Limited Condition Transaction, such ratios and other provisions will not be deemed to have been failed to have been exceeded or satisfied, respectively, as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction and related transactions are permitted hereunder and (ii) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Transaction, unless (x) on such date an Event of Default under clause (1) or (2) of Section 6.01 hereof or, solely with respect to the Issuer, an Event of Default under clause (6) or (7) of Section 6.01 hereof shall be continuing or (y) the Issuer subsequently elects, in its sole discretion, to test such ratios and baskets on the date such Limited Condition Transaction and related transactions are consummated.

If the Issuer has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or other provision on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or other provision shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Transaction has actually closed or the definitive agreement with respect thereto has been terminated or expired.

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ARTICLE II

THE NOTES

SECTION 2.01. Form and Dating; Terms.

(a) General. The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A attached hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rules or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued initially in minimum denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000.

(b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached thereto and each shall provide that it shall represent up to the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

(c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, which shall be deposited with the Notes Custodian and registered in the name of the Depositary or its nominee, duly executed by the Issuer and authenticated by the Trustee as hereinafter provided.

Following (i) the termination of the applicable Restricted Period and (ii) the receipt by the Trustee of (A) a certification or other evidence in a form reasonably acceptable to the Issuer of non-United States beneficial ownership of 100% of the aggregate principal amount of each Regulation S Temporary Global Note (except to the extent of any beneficial owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b) hereof) and (B) an Officer’s Certificate from the Issuer, the Regulation S Temporary Global Note Legend shall be removed from the Regulation S Temporary Global Note, following which temporary beneficial interests in the Regulation S Temporary Global Note shall automatically become beneficial interests in the Regulation S Permanent Global Note pursuant to the Applicable Procedures.

(d) Book-Entry Provisions. The Applicable Procedures shall be applicable to Book-Entry Interests in the Global Notes that are held by Participants through the Depositary.

(e) Terms. The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Issuer and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

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The Notes shall be subject to repurchase by the Issuer pursuant to a Change of Control Offer as provided in Section 4.07 hereof. The Notes shall not be redeemable, other than as provided in Article III hereof.

Additional Notes ranking pari passu with the Initial Notes may be created and issued from time to time by the Issuer without notice to or consent of the Holders (provided that the Issuer’s ability to issue Additional Notes shall be subject to compliance with Section 4.08 and/or Section 4.10) and shall be consolidated with and form a single class with the Initial Notes and Exchange Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes and Exchange Notes except that interest may accrue on the Additional Notes from their date of issuance (or such other date specified by the Issuer). Any Additional Notes shall be issued with the benefit of an indenture supplemental to this Indenture.

SECTION 2.02. Execution and Authentication. At least one Officer shall execute the Notes on behalf of the Issuer by manual, facsimile or electronic (in “.pdf” format) signature.

If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticated substantially in the form of Exhibit A attached hereto, by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been duly authenticated and delivered under this Indenture.

On the Issue Date, the Trustee shall, upon receipt of an Issuer’s Order (an “Authentication Order”), authenticate and deliver the Initial Notes in the aggregate principal amount or amounts specified in such Authentication Order. At any time, from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver any Additional Notes for an aggregate principal amount specified in such Authentication Order for such Additional Notes issued or increased hereunder. In addition, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver Exchange Notes for issue only in an Exchange Offer, for a like principal amount of Notes.

The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer of the Trustee, a copy of which shall be furnished to the Issuer. An authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent for service of notes and demands.

SECTION 2.03. Registrar, Transfer Agent and Paying Agent. The Issuer shall maintain (i) an office or agency where Notes may be presented for registration (the “Registrar”), (ii) an office or agency where Notes may be presented for transfer or for exchange (the “Transfer Agent”) and (iii) an office or agency where Notes may be presented for payment (the “Paying Agent”). The Registrar shall keep a register (the “Note Register”) reflecting ownership of the Notes outstanding from time to time and of their transfer and exchange. Upon demand by the Issuer, the Registrar shall (at the expense of the Issuer) send a copy of the Note Register to the Issuer. The registered Holder will be treated as the owner of the Note for all purposes. Only registered Holders will have rights under this Indenture and the Notes. The Issuer may appoint one or more co-registrars, one or more co-transfer agents and one or more additional paying agents. The term “Registrar” includes any co-registrar, the term “Transfer Agent” includes any co-transfer agent and the term “Paying Agent” includes any additional paying agents. The Issuer may change any Paying Agent, Transfer Agent or Registrar without prior notice to any Holder. The Issuer shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Issuer fails to appoint or maintain another entity as Registrar, Transfer Agent or Paying Agent, the Trustee shall act as such. The Issuer or any of its Subsidiaries may act as Paying Agent, Transfer Agent or Registrar.

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The Issuer initially appoints the Trustee to act as the Paying Agent, Transfer Agent and Registrar.

SECTION 2.04. Paying Agent Provisions. The Issuer shall require any Paying Agent that is not a party to this Indenture to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by such Paying Agent for the payment of principal, premium, if any, or interest on the Notes, and will notify the Trustee of any default by the Issuer in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee for its own benefit and for the benefit of the Holders. The Issuer at any time may require a Paying Agent to pay all money held by it to the Trustee for its own benefit and for the benefit of the Holders. Upon payment over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary or the Trustee) shall have no further liability for the money. If the Issuer or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Issuer, the Trustee or an agent thereof shall serve as Paying Agent for the Notes.

SECTION 2.05. Holder Lists. The Registrar shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(a). The Issuer shall furnish, or cause the Registrar to furnish (if the Trustee is not the Registrar), to the Trustee, in writing and at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders and the Issuer shall otherwise comply with Trust Indenture Act Section 312(a).

SECTION 2.06. Transfer and Exchange.

(a) Transfer and Exchange of Global Notes. Except as otherwise set forth in this Section 2.06, a Global Note may be transferred, in whole and not in part, only to another nominee of the Depositary or to a successor thereto or a nominee of such successor thereto. A beneficial interest in a Global Note may not be exchanged for a Definitive Note of the same series unless (A) if the Depositary notifies the Issuer that it is unwilling or unable to continue to act as depositary and a successor depositary is not appointed by the Issuer within 120 days, (B) if the Depositary ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed by the Issuer within 120 days, (C) if the Issuer, at its option, notifies the Trustee that the Issuer elects to cause the issuance of Definitive Notes or (D) if an Event of Default has occurred and is continuing with respect to the Notes and the Depositary has requested the issuance of Definitive Notes. Upon the occurrence of any of the events in clauses (A) through (D) above, Definitive Notes delivered in exchange for any Global Note of the same series or beneficial interests therein will be registered in the names, and issued in any approved denominations, requested by or on behalf of the Depositary (in accordance with its customary procedures). Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note of the same series or any portion thereof, pursuant to this Section 2.06 or Sections 2.07 or 2.10 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note, except for Definitive Notes issued subsequent to any of the events in (A) through (D) above and pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a); provided, however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

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(b) Transfer and Exchange of Book-Entry Interests. The transfer and exchange of Book-Entry Interests shall be effected through the Depositary in accordance with the provisions of this Indenture and the Applicable Procedures.

In connection with all transfers and exchanges of Book-Entry Interests (other than transfers of Book-Entry Interests in connection with which the transferor takes delivery thereof in the form of a Book-Entry Interest in the same Global Note), the Transfer Agent (with copies to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited or debited with such increase or decrease, if applicable.

In connection with a transfer or exchange of a Book-Entry Interest for a Definitive Note, the Transfer Agent (with copies to the Trustee and the Registrar) must receive: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to debit from the transferor a Book-Entry Interest in an amount equal to the Book-Entry Interest to be transferred or exchanged; (ii) a written order from a Participant directing the Registrar to cause to be issued a Definitive Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and (iii) instructions containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to above.

In connection with any transfer or exchange of Definitive Notes, the Holder of such Notes shall present or surrender to the Transfer Agent or Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in a form satisfactory to the Transfer Agent or Registrar duly executed by such Holder or by its attorney, duly authorized in writing. In addition, in connection with a transfer or exchange of a Definitive Note for a Book-Entry Interest, the Transfer Agent (with copies to the Trustee and the Registrar) must receive a written order directing the Depositary to credit the account of the transferee in an amount equal to the Book-Entry Interest to be transferred or exchanged.

Upon satisfaction of all of the requirements for transfer or exchange of Book-Entry Interests in Global Notes contained in this Indenture, the Trustee or the Notes Custodian, acting at the direction of the Trustee (with copies to the Transfer Agent and the Registrar), as specified in this Section 2.06, shall endorse the relevant Global Note(s) with any increase or decrease and instruct the Depositary to reflect such increase or decrease in its systems.

Transfers of Book-Entry Interests shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers and exchanges of Book-Entry Interests for Book-Entry Interests also shall require compliance with either clause (b)(1) or (b)(2) below, as applicable, as well as clause (b)(3) below, if applicable:

(1) Transfer of Book-Entry Interests in the Same Global Note. Book-Entry Interests may be transferred to Persons who take delivery thereof in the form of a Book-Entry Interest in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however,

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that prior to the expiration of the Restricted Period, ownership of Book-Entry Interests in any Regulation S Global Note will be limited to Persons who have accounts with the Depositary or Persons who hold interests through the Depositary and any sale or transfer of such interest to U.S. Persons shall not be permitted during the Restricted Period unless such resale or transfer is made pursuant to Rule 144A or another available exemption from the registration requirements of the Securities Act. No written orders or instructions shall be required to be delivered to the Trustee to effect the transfers described in this Section 2.06(b)(1).

(2) All Other Transfers and Exchanges of Book-Entry Interests in Global Notes. A holder may transfer or exchange a Book-Entry Interest in Global Notes in a transaction not subject to Section 2.06(b)(1) above only if the Transfer Agent (with copies to the Trustee and the Registrar) receives either:

(A) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a Book-Entry Interest in another Global Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and

(ii) instructions given by the Depositary in accordance with the Applicable Procedures containing information regarding the Participant’s account to be credited with such increase; or

(B) both:

(i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the Book-Entry Interest to be transferred or exchanged; and

(ii) instructions given by the Depositary to the Registrar containing information specifying the identity of the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above, the principal amount of such securities and the CUSIP or ISIN or other similar number identifying the Notes,

provided that any such transfer or exchange is made in accordance with the transfer restrictions set forth in the Private Placement Legend. Upon the consummation of an Exchange Offer by the Issuer in accordance with Section 2.06(f), the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar, the Transfer Agent and the Trustee of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Global Notes.

(3) Transfer of Book-Entry Interests to Another Global Note. A Book-Entry Interest in any Global Note may be transferred to a Person who takes delivery thereof in the form of a Book-Entry Interest in another Global Note if the transfer complies with the requirements of Section 2.06(b)(2) above and the Registrar, Transfer Agent and Trustee receive the following:

(A) if the transferee will take delivery in the form of a Book-Entry Interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

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(B) if the transferee will take delivery in the form of a Book-Entry Interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(c) Transfer or Exchange of Book-Entry Interests for Definitive Notes. If any holder of a Book-Entry Interest in a Global Note proposes to exchange such Book-Entry Interest for a Definitive Note or to transfer such Book-Entry Interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon receipt by the Trustee, the Transfer Agent and the Registrar of the following documentation:

(A) in the case of a transfer on or before the expiration of the Restricted Period by a holder of a Book-Entry Interest in a Regulation S Global Note, a certificate to the effect set forth in Exhibit B hereto, including the certifications in either item (1) or item (2) thereof;

(B) in the case of a transfer after the expiration of the Restricted Period by a holder of a Book-Entry Interest in a Regulation S Global Note, the transfer complies with Section 2.06(b);

(C) in the case of a transfer by a holder of a Book-Entry Interest in a 144A Global Note to a QIB in reliance on Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(D) in the case of a transfer by a holder of a Book-Entry Interest in a 144A Global Note in reliance on Regulation S, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(E) in the case of a transfer by a holder of a Book-Entry Interest in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(F) in the case of a transfer by a holder of a Book-Entry Interest in a 144A Global Note in reliance on Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(G) in the case of a transfer by a holder of a Book-Entry Interest to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(H) if such Book-Entry Interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof;

the Trustee or the Notes Custodian, acting at the direction of the Trustee, shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and the Trustee or the authenticating agent shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a Book-Entry Interest in a Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such Book-Entry Interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Registrar or Paying Agent shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a Book- Entry Interest in a Global Note pursuant to this Section 2.06(c) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

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(d) Transfer and Exchange of Definitive Notes for Book-Entry Interests in the Global Notes. If any Holder of a Definitive Note proposes to exchange such Note for a Book-Entry Interest in a Global Note or to transfer such Definitive Notes to a Person who takes delivery thereof in the form of a Book-Entry Interest in a Global Note, then, upon receipt by the Trustee, the Transfer Agent and the Registrar of the following documentation:

(A) if the Holder of such Definitive Note proposes to exchange such Note for a Book-Entry Interest in a Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (b) thereof;

(B) if such Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C) if such Definitive Note is being transferred in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof, as applicable;

(D) if such Definitive Note is being transferred to the Issuer or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof;

(E) if such Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof; and

the Trustee or the Registrar will cancel the Definitive Note, and the Trustee or the Notes Custodian, acting at the direction of the Trustee, will increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the Global Note, in the case of clause (B) above, the applicable 144A Global Note, in the case of clause (C) above, the applicable Regulation S Global Note, and in the case of clause (D) above, the applicable 144A Global Note.

(e) Transfer and Exchange of Definitive Notes for Definitive Notes. Definitive Notes may be transferred or exchanged in whole or in part, in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, to persons who take delivery thereof in the form of Definitive Notes in accordance with this Section 2.06(e). Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.06(e), the Transfer Agent or the Registrar will register the transfer or exchange of Definitive Notes of which registration the Issuer will be informed of by such Transfer Agent or such Registrar (as the case may be). Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Transfer Agent or the Registrar the Definitive Notes duly endorsed and accompanied by a written instruction of transfer in a form satisfactory to such Transfer Agent or such Registrar duly executed by such Holder or its attorney, duly authorized to execute the same in writing. In the event that the Holder of such Definitive Notes does not transfer the entire principal amount of Notes represented by any such Definitive Note, the Transfer Agent or the Registrar will cancel or cause to be cancelled such Definitive Note and the Issuer (who has been informed of such cancellation) shall execute and the Trustee or the authenticating agent shall authenticate and deliver to the requesting Holder and any transferee Definitive Notes in the appropriate principal amounts. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

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Any Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Definitive Note if the Registrar receives the following:

(A) if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B) if the transfer will be made in reliance on Regulation S, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C) if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications required by item (3) thereof, if applicable.

(f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Oder in accordance with Section 2.02 hereof, the Trustee shall authenticate:

(i) one or more Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Global Notes of tendered for acceptance and accepted for exchange in the Exchange Offer; and

(ii) Definitive Notes in an aggregate principal amount equal to the principal amount of the Definitive Notes tendered for acceptance and accepted for exchange in the Exchange Offer.

Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Global Notes to be reduced accordingly, and the Issuer shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Definitive Notes in the appropriate principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities of such series of Notes under this Indenture.

(g) Legends. The following legends shall appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture:

(i) Private Placement Legend. Except as permitted by paragraphs (v) and (vi) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear a legend in substantially the following form unless the Issuer determines otherwise in compliance with applicable law:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.

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THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED (X) PRIOR TO [WITH RESPECT TO RULE 144A NOTES: THE ONE YEAR ANNIVERSARY OF THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO)] AND [WITH RESPECT TO REGULATION S NOTES: 40 DAYS AFTER THE ISSUANCE HEREOF (OR ANY PREDECESSOR SECURITY HERETO)] OR (Y) BY ANY HOLDER THAT WAS AN AFFILIATE OF THE ISSUER AT ANY TIME DURING THE THREE MONTHS PRECEDING THE DATE OF SUCH TRANSFER, IN EITHER CASE OTHER THAN (1) TO THE ISSUER, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY) THAT IS ACQUIRING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION, AND A CERTIFICATE WHICH MAY BE OBTAINED FROM THE ISSUER OR THE TRUSTEE IS DELIVERED BY THE TRANSFEREE TO THE ISSUER AND THE TRUSTEE, (5) PURSUANT TO ANY EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 (IF APPLICABLE) UNDER THE SECURITIES ACT, OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

AN INSTITUTIONAL ACCREDITED INVESTOR HOLDING THIS SECURITY AGREES THAT IT WILL FURNISH TO THE ISSUER AND THE TRUSTEE SUCH CERTIFICATES, OPINIONS OF COUNSEL AND OTHER INFORMATION AS THEY MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER BY IT OF THIS SECURITY COMPLIES WITH THE FOREGOING RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, REPRESENTS AND AGREES FOR THE BENEFIT OF THE ISSUER THAT IT IS (1) A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A OR (2) PURCHASING FROM A PERSON NOT PARTICIPATING IN THE INITIAL DISTRIBUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(l), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT AND THAT IT IS HOLDING THIS SECURITY FOR INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION OR (3) A NON-U.S. PERSON OUTSIDE THE UNITED STATES WITHIN THE MEANING OF (OR AN ACCOUNT SATISFYING THE REQUIREMENTS OF PARAGRAPH (k)(2)(i) OF RULE 902 UNDER) REGULATION S UNDER THE SECURITIES ACT.

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(ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE OR THE NOTES CUSTODIAN, ACTING AT THE DIRECTION OF THE TRUSTEE, MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE.

(iii) Regulation S Temporary Global Note Legend. Each Regulation S Temporary Global Note shall bear a legend in substantially the following form:

THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION ORIGINALLY EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON EXCEPT PURSUANT TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS. TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM IN REGULATION S UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

(iv) Definitive Note. Each Definitive Note shall bear the following additional legend:

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS THE TRANSFER AGENT MAY REASONABLY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

Upon any sale or transfer of a Definitive Note, the Registrar shall permit the Holder thereof to exchange such Definitive Note for a Definitive Note that does not bear the legends set forth above and rescind any restriction on the transfer of such Definitive Note if the Holder certifies in writing to the Transfer Agent and Registrar that its request for such exchange was made in reliance on Rule 144 (such certificate to be in the form set forth on the reverse of the Note).

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(v) Any Additional Notes sold in a registered offering under the Securities Act shall not be required to bear the Private Placement Legend. After a transfer of any Notes during the period of the effectiveness of a Shelf Registration Statement with respect to such Notes, all requirements pertaining to the Private Placement Legend on such Notes shall cease to apply.

(vi) Upon the consummation of an Exchange Offer with respect to the Notes pursuant to which Holders of such Notes are offered Exchange Notes in exchange for their Notes, the Exchange Notes in global form without the Private Placement Legend shall be authenticated in exchange for such Notes exchanged in such Exchange Offer.

(h) Cancellation and/or Adjustment of Global Notes. At such time as all Book-Entry Interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note will be returned to or retained and cancelled by the Trustee in accordance with Section 2.11 hereof. At any time prior to such cancellation, if any Book-Entry Interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a Book-Entry Interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or the Notes Custodian, at the direction of the Trustee, to reflect such reduction; and if the Book-Entry Interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a Book-Entry Interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or the Notes Custodian, at the direction of the Trustee, to reflect such increase.

(i) General Provisions Relating to Transfers and Exchanges.

(i) To permit registrations of transfers and exchanges, the Issuer shall execute and the Trustee shall authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 hereof or at the Registrar’s request.

(ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer shall require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.07, 2.10, 3.06, 4.07 and 9.05 hereof).

(iii) The Issuer shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the mailing of a notice of redemption of the Notes to be redeemed under Section 3.03 hereof and ending at the close of business on the day of such mailing, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part, (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date or (D) to register the transfer of or to exchange any Notes tendered (and not withdrawn) for repurchase in connection with a Change of Control Offer.

(iv) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

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(v) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuer shall deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuer shall be affected by notice to the contrary.

(vi) Upon surrender for registration of transfer of any Note at the office or agency of the Issuer designated pursuant to Section 4.02 hereof, the Issuer shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of any authorized denomination or denominations of a like aggregate principal amount.

(vii) At the option of the Holder, subject to Section 2.06(a) hereof, Notes may be exchanged for other Notes of any authorized denomination or denominations of a like aggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are so surrendered for exchange, the Issuer shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes to which the Holder making the exchange is entitled in accordance with the provisions of Section 2.02 hereof.

(viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Issuer pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile or electronic mail.

(ix) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants or beneficial owners of interests in any Global Notes) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(x) Neither the Trustee nor any Agent shall have any responsibility or liability for any actions taken or not taken by the Depositary.

SECTION 2.07. Replacement Notes. If either (x) any mutilated Note is surrendered to the Trustee, the Registrar or the Issuer or (y) the Issuer and the Trustee receive evidence to their satisfaction of the ownership and destruction, loss or theft of any Note, then the Issuer shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note. An indemnity bond must be supplied by the Holder that is sufficient in the judgment of the Trustee and the Issuer to protect the Issuer, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Issuer and the Trustee may charge the Holder for their expenses in replacing a Note.

Every replacement Note is a contractual obligation of the Issuer and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder.

SECTION 2.08. Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those cancelled by it (or by the Registrar or Paying Agent at its direction), those delivered to it or the Notes Custodian for cancellation, those reductions in the interest in a Global Note effected by the Trustee (or by the Notes Custodian at its direction) in accordance with the provisions hereof and those described in this Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Issuer or a Guarantor or an Affiliate of the Issuer or a Guarantor holds the Note.

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If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser (as defined in Section 8-303 of the Uniform Commercial Code).

If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Issuer or a Guarantor or an Affiliate of the Issuer or a Guarantor) holds, on a Redemption Date or maturity date, money sufficient to pay the Notes (or portions thereof) payable on that date, then on and after that date such Notes (or portions thereof) shall be deemed to be no longer outstanding and shall cease to accrue interest.

SECTION 2.09. Treasury Notes. In determining whether the Holders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes beneficially owned by the Issuer or a Guarantor or by any Affiliate of the Issuer or a Guarantor, shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to such pledged Notes and that the pledgee is not the Issuer or a Guarantor or any Affiliate of the Issuer or a Guarantor.

SECTION 2.10. Temporary Notes. Until certificates representing Notes are ready for delivery, the Issuer may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of certificated Notes but may have variations that the Issuer considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes.

Holders and beneficial holders, as the case may be, of temporary Notes shall be entitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

SECTION 2.11. Cancellation. The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such cancelled Notes in accordance with its customary procedures. Certification of the cancellation of all surrendered Notes shall be delivered to the Issuer at the Issuer’s written request. The Issuer may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12. Defaulted Interest. If the Issuer defaults in a payment of interest on the Notes (and such nonpayment continues beyond the applicable grace period set forth in Section 6.01(2) hereof), it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Issuer may pay the defaulted interest to the Persons who are Holders on a subsequent special record date. The Issuer shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each

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Note and the date of the proposed payment, and at the same time the Issuer shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause to be fixed any such special record date and payment date; provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. The Trustee shall promptly notify the Issuer of any such special record date. At least 15 days before any such special record date, the Issuer (or, upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer) will deliver or cause to be delivered to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid.

Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

SECTION 2.13. CUSIP and/or ISIN Numbers. The Issuer in issuing the Notes may use CUSIP and/or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP and/or ISIN numbers in notices of redemption as a convenience to Holders; provided that the Trustee shall not be responsible or liable for the accuracy of any CUSIP number printed on any Note, notice or elsewhere and any such notice shall state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers; provided, further, that if any Additional Notes are not fungible with the Notes, such Additional Notes shall have a different CUSIP and/or ISIN number (or other applicable identifying number). The Issuer will as promptly as practicable notify the Trustee and each Paying Agent in writing of any change in the CUSIP and/or ISIN numbers.

ARTICLE III

REDEMPTION

SECTION 3.01. Notices to Trustee. If the Issuer elects to redeem the Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least two Business Days (unless the Trustee agrees to a shorter period) before notice of redemption is required to be delivered to Holders pursuant to Section 3.03 hereof, an Officer’s Certificate setting forth (i) the paragraph or subparagraph of such Note and/or Section of this Indenture pursuant to which the redemption shall occur, (ii) the date of redemption (the “Redemption Date”), (iii) the principal amount of the Notes to be redeemed and (iv) the redemption price.

SECTION 3.02. Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, the Trustee shall select the Notes to be redeemed (i) if the Notes are listed on an exchange, in compliance with the requirements of such exchange or (ii) if the Notes are not listed on an exchange, on a pro rata basis to the extent practicable, or, if the pro rata basis is not practicable for any reason, by lot or by such other method as the Trustee shall deem fair and appropriate and otherwise in accordance with the Applicable Procedures. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 10 nor (except in the event the Redemption Date is delayed as a result of any condition precedent to the occurrence thereof not being satisfied or waived by the Issuer) more than 60 days prior to the Redemption Date by the Trustee from the outstanding Notes not previously called for redemption.

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The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. No Notes of $2,000 or less, may be redeemed in part, except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder shall be redeemed. Except as provided in the preceding sentence, provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption.

SECTION 3.03. Notice of Redemption. The Issuer shall deliver electronically, mail or cause to be mailed by first-class mail, postage prepaid notices of redemption at least 10 days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at such Holder’s registered address or otherwise in accordance with Applicable Procedures, except that redemption notices may be delivered or mailed more than 60 days prior to a Redemption Date if the notice is (a) issued in connection with Article VIII or Article XI hereof or (b) subject to one or more conditions precedent and such Redemption Date is delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion).

The notice shall identify the Notes to be redeemed and shall state:

(a) the Redemption Date;

(b) the redemption price;

(c) if any Definitive Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed and that, after the Redemption Date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note representing the same indebtedness to the extent not redeemed will be issued in the name of the Holder upon cancellation of the original Note;

(d) the name and address of the Paying Agent;

(e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(f) that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;

(g) the paragraph or subparagraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(h) the CUSIP and ISIN number, if any, printed on the Notes being redeemed and that no representation is made as to the correctness or accuracy of any such CUSIP or ISIN number that is listed in such notice or printed on the Notes; and

(i) any condition to such redemption.

At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name and at its expense; provided that the Issuer shall have delivered to the Trustee, at least two Business Days before notice of redemption is required to be delivered, mailed or caused to be mailed to Holders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

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If any redemption is subject to satisfaction of one or more conditions precedent, the notice of redemption in respect thereof shall describe each such condition, and if applicable, shall state that, in the Issuer’s discretion, the Redemption Date may be delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion), or that such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied (or waived by the Issuer in its sole discretion) by the Redemption Date as stated in such notice, or by the Redemption Date as so delayed. The Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations with respect to such redemption may be performed by another Person.

SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is delivered in accordance with Section 3.03 hereof, subject to satisfaction of any conditions precedent relating thereto specified in the applicable notice of redemption, Notes called for redemption shall become irrevocably due and payable on the Redemption Date at the redemption price. The notice, if delivered, mailed or caused to be mailed in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to deliver such notice or any defect in the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any other Note. Subject to Section 3.05 hereof, on and after the Redemption Date, interest shall cease to accrue on Notes or portions of Notes called for redemption.

SECTION 3.05. Deposit of Redemption Price.

(a) Prior to 10:00 a.m. (New York City time) on the Redemption Date, the Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest on all Notes to be redeemed on that Redemption Date. The Trustee or the Paying Agent shall promptly return to the Issuer any money deposited with the Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed.

(b) If the Issuer complies with the provisions of the preceding paragraph (a), on and after the Redemption Date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest to the Redemption Date shall be paid to the Person in whose name such Note was registered at the close of business on such Record Date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid principal, from the Redemption Date until such principal is paid, and to the extent lawful on any interest accrued to the Redemption Date not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof.

SECTION 3.06. Notes Redeemed in Part. Upon surrender of a Definitive Note that is redeemed in part, the Issuer shall issue and the Trustee shall authenticate for the Holder at the expense of the Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered representing the same indebtedness to the extent not redeemed; provided, that each new Note will be in a principal amount of $2,000 and any integral multiple of $1,000 in excess of $2,000. It is understood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate such new Note.

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SECTION 3.07. Optional Redemption.

(a) Except pursuant to clause (b) or (d) of this Section 3.07, the Notes will not be redeemable at the Issuer’s option prior to January 1, 2029 (the “Par Call Date”).

(b) At any time prior to the Par Call Date, the Issuer may, at its option, on one or more occasions redeem all or a part of the Notes, upon notice as set forth in Section 3.03 hereof at a redemption price equal to the greater of (i) 100.0% of the principal amount of Notes redeemed or (ii) the sum, as calculated by the Issuer, of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (assuming that such Notes matured on the Par Call Date), exclusive of interest accrued to, but not including, the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate plus 30 basis points (any excess of the amount described in this clause (ii) over the amount described in clause (i), the “Make-Whole Premium”), plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) On and after the Par Call Date, the Issuer may, at its option, redeem the Notes, in whole or in part, on one or more occasions, upon notice in accordance with Section 3.03 hereof, at a redemption price equal to 100.0% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(d) In connection with any Change of Control Offer or other tender offer to purchase all of the Notes, if Holders of not less than 90.00% of the aggregate principal amount of the then outstanding Notes validly tender and do not validly withdraw such Notes in such Change of Control Offer or other tender offer and the Issuer purchases, or any third party making such Change of Control Offer or other tender offer in lieu of the Issuer purchases, all of the Notes validly tendered and not validly withdrawn by such Holders, the Issuer or such third party will have the right upon notice, given not more than 60 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a price equal to (x) in the case of a Change of Control Offer, 101.0% of the principal amount thereof and (y) in the case of any other tender offer, the price offered to Holders in such other tender offer, plus, in the case of each of clauses (x) and (y), to the extent not included in the Change of Control Offer or other tender offer payment, accrued and unpaid interest, if any, thereon, to the Redemption Date (subject to the right of the Holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the Redemption Date).

(e) Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

(f) In addition to any redemption pursuant to this Section 3.07, the Issuer or its Affiliates may at any time and from time to time purchase Notes. Any such purchases may be made through open market purchases or privately negotiated transactions or pursuant to one or more tender offers or otherwise, upon such terms and conditions and at such prices or other consideration as the Issuer or any such Affiliate may determine.

SECTION 3.08. Mandatory Redemption. The Issuer will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

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ARTICLE IV

COVENANTS

SECTION 4.01. Payment of Notes. The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest on the Notes on the dates and in the manner provided in the Notes and this Indenture. Principal, premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if other than the Issuer or a Guarantor or an Affiliate of the Issuer or a Guarantor, holds as of 10:00 a.m. New York City time on the due date money deposited by the Issuer in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and interest then due. The Issuer will pay all Additional Interest, if any, in the same manner on the dates and in the amounts set forth in the Registration Rights Agreement.

The Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to the then applicable interest rate on the Notes to the extent lawful and the Issuer shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

SECTION 4.02. Maintenance of Office or Agency. The Issuer shall maintain the offices or agencies (which may be an office of the Trustee or an affiliate of the Trustee, the Registrar or the Transfer Agent) required under Section 2.03 hereof where Notes may be surrendered for registration of transfer or for exchange or presented for payment and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Issuer shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee; provided, that the Trustee shall not be deemed an agent of the Issuer for service of legal process.

The Issuer may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided that no such designation or rescission shall in any manner relieve the Issuer of its obligation to maintain such offices or agencies as required by Section 2.03 hereof for such purposes. The Issuer shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

The Issuer hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Issuer in accordance with Section 2.03 hereof.

SECTION 4.03. Reports and Other Information.

(a) Notwithstanding that neither the Issuer nor Holdings may be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, each of the Issuer and Holdings shall furnish to the Trustee and Holders of the Notes (without exhibits) or post on its website (which may be password protected so long as the password is made promptly available by the Issuer or Holdings, as applicable, to the Holders, research analysts and prospective purchasers upon request) no later than 15 days after the dates specified below:

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(1) within 90 days after the end of each fiscal year (beginning with the fiscal year ending after the Issue Date), annual reports containing substantially all of the information required to be contained in an Annual Report on Form 10-K if the Issuer or Holdings had been a reporting company under the Exchange Act (but only to the extent similar information is included in the Offering Memorandum); provided, that neither the Issuer nor Holdings shall be required to provide the information otherwise required to be presented by reporting companies under the Exchange Act pursuant to Part III of Form 10-K except for such information as would be required by Item 401 of Regulation S-K (other than the information required by subsections (c) and (g) of such item), Item 403(a) of Regulation S-K and Item 404 of Regulation S-K (assuming a transaction threshold of $2,500,000 rather than $120,000 and other than information with respect to employment and compensation arrangements and the information required by Item 404(b));

(2) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports containing substantially all of the information required to be contained in a Quarterly Report on Form 10-Q if either the Issuer or Holdings had been a reporting company under the Exchange Act (but only to the extent similar information is included in the Offering Memorandum); and

(3) within the later of 15 days after the occurrence of the specified event or within five (5) Business Days of the date on which an event would have been required to be reported on a Form 8-K (as in effect on the Issue Date), information pursuant to Items 1.01 (Entry into a Material Definitive Agreement), 1.02 (Termination of a Material Definitive Agreement), 1.03 (Bankruptcy or Receivership), 2.01 (Completion of Acquisition or Disposition of Assets), 2.04 (Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement), 2.06 (Material Impairment), 4.01 (Changes in Registrant’s Certifying Accountants), 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review), 5.01 (Changes in Control of Registrant), 5.02(a), (b) or (c) (Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensation Arrangements of Certain Officers) (other than any information relating to compensation arrangements with any directors or officers) and 9.01(a) (Financial Statements and Exhibits) (but only with respect to historical financial statements relating to transactions required to be reported pursuant to Item 2.01 and involving acquisitions of Persons that had revenues in excess of $500,000,000 for the last four completed fiscal quarters prior to the consummation of the acquisition) of a Current Report on Form 8-K (as in effect of the Issue Date); provided, that (a) no such report or information will be required to be so furnished if the Issuer or Holdings, as applicable, determines in good faith that such event is not material to the Holders or the business, assets, operations or financial condition of the Issuer or Holdings, as applicable, and such Person’s Restricted Subsidiaries, taken as a whole and (b) trade secrets and other confidential information that is competitively sensitive in the good faith and reasonable determination of the Issuer may be excluded from disclosures.

(b) The reports required pursuant to clauses (1), (2) and (3) of Section 4.03(a) will not be required to comply with (i) Section 302, Section 404 or Section 906 of the Sarbanes-Oxley Act of 2002, (ii) related Items 307 and 308 of Regulation S-K promulgated by the SEC, (iii) Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein) or any comparable successor provision and (iv) Regulation S-X Rule 3-10.

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(c) So long as any Notes are outstanding, the Issuer will also:

(1) issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the delivery or posting of the annual and quarterly reports required by clauses (1) and (2) of Section 4.03(a) announcing the date on which such reports will be made available to the Holders and directing Holders, research analysts and prospective purchasers to contact the investor relations office of the Issuer to obtain copies of such reports;

(2) maintain a website (which may be password protected so long as the password is made promptly available by the Issuer to Holders, research analysts and prospective purchasers) to which all of the reports and press releases required by this Section 4.03 are posted; and

(3) host and participate in customary quarterly conference calls (which may be a single conference call together with investors holding other securities of the Issuer and/or its Restricted Subsidiaries and/or any direct or indirect parent of the Issuer) to discuss operating results and related matters. The Issuer shall issue a press release which will provide the date and time of any such call and will direct Holders, prospective purchasers and research analysts to contact the investor relations office of the Issuer to obtain access to the conference call;

provided, that the Issuer shall not be required to undertake the actions set forth in clauses (1), (2) and (3) of this Section 4.03(c) at any time that the Issuer or any direct or indirect parent thereof is otherwise undertaking similar actions on behalf of, and making similar information available to, investors holding other securities of the Issuer or any direct or indirect parent thereof; provided, further, that such information described in the immediately preceding proviso is made available to the Holders.

(d) In addition, to the extent not satisfied by the foregoing, the Issuer will, for so long as any Notes are outstanding, furnish to Holders and to prospective purchasers, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act and the Issuer shall also comply with the provisions of the Trust Indenture Act Section 314(a).

(e) Each of the Issuer and Holdings may satisfy its obligations in this Section 4.03 with respect to financial information relating to the Issuer or Holdings, as applicable, by furnishing financial information relating to a direct or indirect parent company; provided that, if and for so long as such parent company shall have Independent Assets or Operations (as defined below), the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent company, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a stand-alone basis, on the other hand. “Independent Assets or Operations” means, with respect to any such parent company, that such parent company’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment in the Issuer and the Restricted Subsidiaries), determined in accordance with GAAP and as shown on the most recent balance sheet of such parent company, is more than 3.0% of such parent company’s corresponding consolidated amount.

(f) Notwithstanding anything herein to the contrary, neither the Issuer nor Holdings will be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of Section 6.01(3) hereof until 120 days after the date any report under this Section 4.03 is due.

(g) To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default or Event of Default with respect thereto shall be deemed to have been cured.

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(h) It is understood that the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer’s compliance with the covenants and shall have no obligation whatsoever to determine whether or not such information, documents or reports have been posted on the Issuer’s website or filed with the SEC or to participate in any conference calls.

SECTION 4.04. Compliance Certificate.

(a) The Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year ending after the Issue Date, a certificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Issuer and its Restricted Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Issuer has kept, observed, performed and fulfilled its obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his or her knowledge the Issuer has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture during such fiscal year and is not in Default in the performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default shall have occurred, describing all such Defaults of which he or she may have knowledge and what action the Issuer is taking or proposes to take with respect thereto).

(b) After becoming aware of any Default that has occurred and is continuing under this Indenture, the Issuer shall promptly (which shall be no more than twenty (20) Business Days after becoming aware of such Default) deliver to the Trustee by registered or certified mail or by facsimile or electronic mail an Officer’s Certificate specifying such event and what action the Issuer is taking or proposes to take with respect thereto.

(c) The Issuer shall cause such Opinions of Counsel to be delivered to the Trustee at the times provided by and as may be required by Trust Indenture Act Section 314(b).

SECTION 4.05. Stay, Extension and Usury Laws. The Issuer and each of the Guarantors covenant (to the extent that they may lawfully do so) that they shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the performance of this Indenture; and the Issuer and each of the Guarantors (to the extent that they may lawfully do so) hereby expressly waive all benefit or advantage of any such law, and covenant (to the extent that they may lawfully do so) that they shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

SECTION 4.06. Company Existence. Subject to Article V hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence.

SECTION 4.07. Offer to Repurchase Upon Change of Control Triggering Event.

(a) If a Change of Control Triggering Event occurs, unless the Issuer has previously or concurrently electronically delivered or mailed a redemption notice with respect to all the outstanding Notes under Section 3.07 hereof, the Issuer will make an offer to purchase all of the Notes pursuant to this Section 4.07 (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date prior to such repurchase. Within 60 days following any Change of Control Triggering Event, the Issuer will send notice of such Change of Control Offer electronically or by first-class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Note Register or otherwise in accordance with the Applicable Procedures with the following information:

(1) that a Change of Control Offer is being made pursuant to this Section 4.07 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuer;

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(2) the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days from the date such notice is mailed or otherwise delivered (the “Change of Control Payment Date”), subject to extension (in the case where such notice is mailed or otherwise delivered prior to the occurrence of the Change of Control Triggering Event) in the event that the occurrence of the Change of Control Triggering Event is delayed;

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase such Notes; provided, that the Paying Agent receives, not later than the close of business on the second Business Day prior to the expiration date of the Change of Control Offer, a facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

(7) that Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal in principal amount to the unpurchased portion of the Notes surrendered. The unpurchased portion of the Notes must be equal to at least $2,000 or any integral multiple of $1,000 in excess of $2,000;

(8) if such notice is delivered prior to the occurrence of a Change of Control Triggering Event, stating that the Change of Control Offer is conditional on the occurrence of such Change of Control Triggering Event and, if applicable, stating that, in the Issuer’s discretion, the Change of Control Payment Date may be delayed until such time (including more than 60 days after the date the notice was mailed or delivered, including by electronic transmission) as any or all such conditions are satisfied (or waived by the Issuer in its sole discretion), or such purchase may not occur and such notice may be rescinded in the event that any or all such conditions are not satisfied (or waived by the Issuer in its sole discretion) by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed, or such notice may be rescinded at any time in the Issuer’s discretion if in the good faith judgment of the Issuer any or all of such conditions will not be satisfied; and

(9) the other instructions, as determined by the Issuer, consistent with this Section 4.07, that a Holder must follow in order to have its Notes repurchased.

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The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of Notes by the Issuer pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Indenture by virtue thereof.

(b) On the Change of Control Payment Date, the Issuer will, to the extent permitted by law:

(1) accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered; and

(3) deliver, or cause to be delivered, to the Trustee an Officer’s Certificate to the Trustee stating that such Notes or portions thereof have been tendered to and purchased by the Issuer and, at the Issuer’s option, the Notes so accepted for cancellation.

(c) The Issuer will not be required to make a Change of Control Offer following a Change of Control Triggering Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

(d) Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control Triggering Event, conditional upon such Change of Control Triggering Event, if a definitive agreement is in place for the Change of Control Triggering Event at the time of making of the Change of Control Offer.

(e) Other than as specifically provided in this Section 4.07, any purchase pursuant to this Section 4.07 shall be made pursuant to the provisions of Sections 3.02, 3.05 and 3.06 hereof, and references therein to “redeem,” “redemption,” “Redemption Date” and similar words shall be deemed to refer to “purchase,” “repurchase,” “Change of Control Payment Date” and similar words, as applicable.

(f) The Issuer’s obligation to make an offer to repurchase the Notes pursuant to this Section 4.07 may be waived or modified with the written consent of the Holders of a majority in principal amount of the Notes then outstanding.

SECTION 4.08. Limitation on Liens.

(a) Except as provided in Section 4.10 hereof, the Issuer will not, and will not permit any Guarantor to, create, incur or assume any Lien (except Permitted Liens) that secures any Indebtedness for borrowed money of the Issuer or any Guarantor on the Collateral or on any of its Principal Personal or Real Property (whether now owned or hereafter acquired).

(b) The expansion of Liens by virtue of accretion or amortization of original issue discount (excluding accretion or amortization that is expressly provided for in the agreement providing for the applicable Indebtedness that is a zero coupon or similar discount yield instrument) and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies will not be deemed to be an incurrence of Liens for purposes of this Section 4.08.

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(c) For purposes of determining compliance with this Section 4.08, (x) a Lien need not be incurred solely by reference to one category of Permitted Liens but may be incurred under any combination of such categories (including in part under one such category and in part under any other such category) and (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens or may be incurred in compliance with Section 4.10 hereof, the Issuer shall, in its sole discretion, classify or may subsequently reclassify at any time such Lien (or any portion thereof) in any manner that complies with this Section 4.08 (including by complying with Section 4.10 hereof) and the definition of “Permitted Liens”.

SECTION 4.09. Limitation on Sale and Lease-Back Transactions. Except as provided in Section 4.10 hereof, the Issuer will not, and will not permit any Guarantor to, consummate any Sale and Lease-Back Transaction with respect to any Principal Personal or Real Property with another Person (other than with the Issuer or a Guarantor) unless:

(1) the Issuer or such Guarantor could incur Indebtedness secured by a Lien on the property which would constitute a Permitted Lien; or

(2) the property leased pursuant to such arrangement is sold for a price at least equal to such property’s fair value (as determined by the Issuer in good faith); or

(3) within 360 days of the effective date of any such Sale and Lease-Back Transaction, the Issuer applies the Net Proceeds of the sale of the leased property, less the amount of Net Proceeds used to prepay, redeem or purchase the Notes, to the prepayment or retirement of Funded Debt of the Issuer and its Subsidiaries (which may include the Notes) and/or the acquisition, construction or improvement of any property.

SECTION 4.10. Exempted Transactions.

(a) Notwithstanding the provisions of Sections 4.08 and 4.09 hereof, the Issuer and any Guarantor may (1) create, incur or assume any Lien upon any property, assets or revenues, or (2) consummate any Sale and Lease-Back Transaction if: (i) the aggregate outstanding principal amount of all Secured Indebtedness for borrowed money of the Issuer and the Guarantors that is secured by Liens on any Principal Personal or Real Property plus (ii) the aggregate Attributable Indebtedness in respect of Sale and Lease-Back Transactions that are subject to the restrictions on Sale and Lease-Back Transactions set forth in Section 4.09 hereof does not exceed an amount that would cause the Senior Secured Net Leverage Ratio for the Test Period immediately preceding the creation, incurrence or assumption of such a Lien or consummation of such Sale and Lease-Back Transaction, as applicable, to be greater than 4.00 to 1.00, calculated on a pro forma basis after giving effect to the creation, incurrence or assumption of such Lien and/or such Attributable Indebtedness in respect of Sale and Lease-Back Transactions that are subject to the restrictions on Sale and Lease-Back Transactions set forth in Section 4.09 hereof. The Issuer and any Guarantor may guarantee or provide a security interest in respect of any Indebtedness secured by any Lien created, incurred or assumed and any Sale and Lease-Back Transaction consummated, in each case, in compliance with this Section 4.10.

(b) In the event any Lien is created, incurred or assumed or any Sale and Lease-Back Transaction is consummated, in each case, in reliance upon compliance with the Senior Secured Net Leverage Ratio set forth in Section 4.10(a) hereof concurrently with the creation, incurrence or assumption of any Permitted Lien, then solely for purposes of calculating the Senior Secured Net Leverage Ratio at such time (but, for the avoidance of doubt, not in any subsequent calculation of the Senior Secured Net Leverage Ratio at a subsequent time), the Senior Secured Net Leverage Ratio will be calculated without regard to the creation, incurrence or assumption of any Indebtedness secured by such Permitted Lien.

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SECTION 4.11. Additional Subsidiary Guarantees. If the Issuer or any Wholly-Owned Subsidiary that is a Restricted Subsidiary acquires or creates another Wholly-Owned Subsidiary that is a Restricted Subsidiary (other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary) after the Issue Date that provides a guarantee of the Issuer’s obligations under any Credit Facility (including the Senior Credit Facilities) with an aggregate principal or committed amount of at least $600,000,000, then, within 60 days after such Restricted Subsidiary provides such guarantee, such newly acquired or created Restricted Subsidiary shall be required to (x) execute a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary and (y) execute joinder agreements to the Security Documents or new Security Documents providing for a pledge of its assets as Collateral for the Notes and take all actions required by the Security Documents to perfect the Liens created by the Security Documents; provided that this Section 4.11 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60-day period in this Section 4.11.

SECTION 4.12. After-Acquired Property. From and after the Issue Date, upon the acquisition by the Issuer or any Guarantor of any After-Acquired Property, the Issuer or such Guarantor shall execute and deliver such security instruments, mortgages, financing statements and certificates, in each case in form and substance necessary to grant to the Collateral Agent a perfected security interest as required under this Indenture or the Security Documents, subject only to Permitted Liens, in such After-Acquired Property and to have such After-Acquired Property added to the Collateral (to the extent that such After-Acquired Property does not constitute Excluded Property), and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such After-Acquired Property to the same extent and with the same force and effect. If the Issuer or any Guarantor shall take any action following the Issue Date to grant, perfect or establish a lien on and/or security interest in any of its assets or properties to secure Obligations under the Senior Credit Facilities or the Existing Senior Secured Notes, then, subject to the First Lien Intercreditor Agreement, such Issuer or Guarantor shall, substantially concurrently therewith, take the corresponding actions in favor of the Collateral Agent in order to provide a corresponding benefit to the Collateral Agent for its benefit and the benefit of the Trustee and Holders of the Notes; provided that if such actions are taken solely outside of the United States with respect to assets of, or Equity Interests issued by, Foreign Subsidiaries that are borrowers or guarantors under the Senior Credit Facilities, such actions outside of the United States will not be required to be taken for the benefit of the Collateral Agent, the Trustee and the Holders of the Notes.

ARTICLE V

SUCCESSORS

SECTION 5.01. Merger, Consolidation or Sale of All or Substantially All Assets.

(a) The Issuer may not: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving Person); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless:

(1) either: (a) the Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a Person organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof; provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation;

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(2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Issuer under the Notes pursuant to a supplemental indenture and executes joinder agreements to the Security Documents or new Security Documents providing for a pledge of its assets as Collateral for the Notes and takes all actions required by the Security Documents to perfect the Liens created by the Security Documents; and

(3) immediately after giving pro forma effect to such transaction or series of transactions and any related financing transactions, no Event of Default exists.

(b) Notwithstanding the foregoing, this Section 5.01 will not apply to a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and any of the Subsidiary Guarantors.

SECTION 5.02. Successor Person Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of the Issuer and its Subsidiaries, taken as a whole, in accordance with Section 5.01 hereof, the successor Person formed by such consolidation or into which the Issuer is merged or to which such sale, assignment, transfer, conveyance, lease or other disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture and the Security Documents with the same effect as if such successor had been named as the Issuer therein. When a successor assumes all the obligations of its predecessor under this Indenture, the Notes and the Security Documents following a consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the assets of the predecessor in accordance with Section 5.01 hereof, the predecessor shall be automatically released from those obligations.

ARTICLE VI

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default. An “Event of Default,” wherever used herein, means any one of the following events:

(1) default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes;

(2) default for 30 days or more in the payment when due of interest on or with respect to the Notes;

(3) failure by the Issuer or any Guarantor for 90 days after receipt of written notice given by the Trustee or the Holders of not less than 30.0% in principal amount of the then outstanding Notes to comply with any of its obligations, covenants or agreements (other than a default referred to in clause (1) or (2) of this Section 6.01) contained in this Indenture or the Notes;

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(4) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by Holdings, the Issuer or any of its Significant Subsidiaries or the payment of which is guaranteed by Holdings, the Issuer or any of its Significant Subsidiaries, other than Indebtedness owed to Holdings, the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both:

(A) such default either results from the failure to pay any principal of such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity; and

(B) the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at its stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, at any one time outstanding is in excess of the greater of (x) $600,000,000 and (y) 20% of EBITDA for the most recently ended Test Period;

without such Indebtedness having been discharged or such acceleration rescinded, waived or annulled within 30 days after receipt of the written notice given by the Trustee or the Holders of not less than 30.0% in principal amount of the then outstanding Notes;

(5) failure by Holdings, the Issuer or any Guarantor that is a Significant Subsidiary to pay final judgments aggregating in excess of the greater of (x) $600,000,000 and (y) 20% of EBITDA for the most recently ended Test Period (net of amounts covered by insurance policies issued by reputable insurance companies), which final judgments remain unpaid, undischarged, unwaived and unstayed for a period of more than 90 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6) Holdings, the Issuer or any Guarantor that is a Significant Subsidiary, pursuant to or within the meaning of any Bankruptcy Law:

(i) commences proceedings to be adjudicated bankrupt or insolvent;

(ii) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under applicable Bankruptcy Law;

(iii) consents to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of it or for all or substantially all of its property;

(iv) makes a general assignment for the benefit of its creditors; or

(v) generally is not paying its debts as they become due;

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(7) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i) is for relief against Holdings, the Issuer or any Guarantor that is a Significant Subsidiary in a proceeding in which Holdings, the Issuer or any such Guarantor that is a Significant Subsidiary is to be adjudicated bankrupt or insolvent;

(ii) appoints a receiver, liquidator, assignee, trustee, sequestrator or other similar official of Holdings, the Issuer or any Guarantor that is a Significant Subsidiary or for all or substantially all of the property of Holdings, the Issuer or any Guarantor that is a Significant Subsidiary; or

(iii) orders the liquidation of Holdings, the Issuer or any Guarantor that is a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;

(8) the Guarantee by Holdings or any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void in a final non-appealable judgment of a court of competent jurisdiction or any responsible officer of Holdings or any Guarantor that is a Significant Subsidiary, denies in writing that it has any further liability under its Guarantee or gives written notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture;

(9) unless all Collateral has been released from the Liens in accordance with the provisions of the Security Documents and this Indenture, a security interest in a material portion of Collateral shall cease to be a valid and perfected security interest in favor of the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders, except as contemplated by this Indenture and the Security Documents, or the Issuer shall assert or any Guarantor shall assert, in any pleading in a court of competent jurisdiction, that any such security interest is invalid or unenforceable; or

(10) the failure of Holdings, the Issuer or any Guarantor that is a Significant Subsidiary to comply for 60 days after receipt of written notice described below with its other agreements contained in the Security Documents, except for a failure that would not be material to the whole of the Notes and without materially affecting the value of the Collateral taken as a whole.

A Default under clause (3), (4), (5) or (10) of this Section 6.01 will not become an Event of Default until the Trustee or the Holders of at least 30.0% in principal amount of the Notes then outstanding notify the Issuer of the Default and the Issuer does not cure such Default within the time period specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

SECTION 6.02. Acceleration. If any Event of Default (other than an Event of Default specified in clause (6) or (7) of Section 6.01 hereof with respect to the Issuer) occurs and is continuing under this Indenture, the Trustee or the Holders of at least 30.0% in principal amount of the then total outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Upon the effectiveness of such declaration, the principal of, premium, if any, and interest on the Notes shall be due and payable immediately. The Trustee may withhold from the Holders notice of any continuing Default, except a

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Default relating to the payment of principal, premium, if any, or interest, if a Responsible Officer of the Trustee determines that withholding notice is in the Holders’ interest. The Trustee shall have no obligation to accelerate the Notes if the Trustee in its best judgment determines that acceleration is not in the best interests of the Holders.

Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) or (7) of Section 6.01 hereof with respect to the Issuer, all outstanding Notes shall become due and payable immediately without further action or notice.

The Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under this Indenture (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) and rescind any acceleration with respect to the Notes and its consequences (except if such rescission would conflict with any judgment of a court of competent jurisdiction).

In the event of any Event of Default specified in Section 6.01(4) hereof, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if:

(1) the Indebtedness or guarantee that is the basis for such Event of Default has been discharged;

(2) the requisite holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default; or

(3) the default that is the basis for such Event of Default has been cured, waived or is otherwise no longer continuing.

SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee or the Collateral Agent may pursue any available remedy to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the performance of any provision of the Notes, the Security Documents or this Indenture.

The Trustee or the Collateral Agent may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee, the Collateral Agent or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

SECTION 6.04. Waiver of Past Defaults. Subject to Section 6.02 hereof, Holders of a majority in aggregate principal amount of the then outstanding Notes by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences hereunder (except a continuing Default in the payment of interest on, premium, if any, or the principal of any Note held by a non-consenting Holder) (including in connection with a Change of Control Offer). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

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SECTION 6.05. Control by Majority. Holders of a majority in principal amount of the then total outstanding Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or the Collateral Agent or of exercising any trust or power conferred on the Trustee or the Collateral Agent. The Trustee or the Collateral Agent, however, may refuse to follow any direction that conflicts with law or this Indenture or that the Trustee or the Collateral Agent determines is unduly prejudicial to the rights of any other Holder (provided, however, that neither the Trustee nor the Collateral Agent shall have any affirmative duty to determine whether any such direction is unduly prejudicial to the rights of any other Holder) or that would involve the Trustee or the Collateral Agent in personal liability. In the event the Trustee receives inconsistent or conflicting directions from two or more groups of Holders, each representing less than a majority in aggregate principal amount of the Notes outstanding, the Trustee, in its sole discretion, may determine what action, if any, shall be taken or not taken.

SECTION 6.06. Limitation on Suits. No Holder of a Note may pursue any remedy with respect to this Indenture or the Notes (subject to the First Lien Intercreditor Agreement) unless:

(1) such Holder has previously given the Trustee and the Collateral Agent written notice that an Event of Default is continuing;

(2) Holders of at least 30.0% in principal amount of the total outstanding Notes have requested in writing the Trustee and/or the Collateral Agent to pursue the remedy;

(3) Holders have offered the Trustee and/or the Collateral Agent, as applicable, security or indemnity reasonably satisfactory to it against any loss, liability or expense;

(4) the Trustee and/or the Collateral Agent, as applicable, has not complied with such request within 60 days after the receipt thereof and the offer of security or indemnity; and

(5) Holders of a majority in principal amount of the total outstanding Notes have not given the Trustee and/or the Collateral Agent, as applicable, a direction inconsistent with such written request within such 60-day period.

SECTION 6.07. Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) hereof occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the whole amount of principal of, premium, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, the Collateral Agent and their respective agents and counsel to the extent required to be paid under Section 7.07 hereof.

SECTION 6.08. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceedings, the Issuer, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

SECTION 6.09. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be

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exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.10. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 6.11. Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Collateral Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, the Collateral Agent and their respective agents and counsel to the extent required to be paid under Section 7.07 hereof) and the Holders allowed in any judicial proceedings relative to the Issuer (or any other obligor upon the Notes including the Guarantors), its creditors or its property and shall be entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims, and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee on behalf of such Holder, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee and the Collateral Agent any amount due to them for the reasonable compensation, expenses, disbursements and advances of the Trustee, the Collateral Agent and their respective agents and counsel required to be paid under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, the Collateral Agent and their respective agents and counsel, and any other amounts required to be paid to the Trustee and the Collateral Agent under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee or the Collateral Agent to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee or the Collateral Agent to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.12. Priorities. Subject to the terms of the Security Documents and the Intercreditor Agreements, if the Trustee, the Collateral Agent or any Agent collects any money or property pursuant to this Article VI, it shall pay out the money or property in the following order:

(i) to the Trustee, the Collateral Agent, such Agent and their respective agents and attorneys for amounts due under Section 7.07 hereof and under the Security Documents and the Intercreditor Agreements, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee, the Collateral Agent or such Agent and the costs and expenses of collection;

(ii) to Holders for amounts due and unpaid on the Notes for principal, premium, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and interest, respectively; and

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(iii) to the Issuer or to such party as a court of competent jurisdiction shall direct, including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.12.

SECTION 6.13. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 6.13 does not apply to a suit by the Trustee, a suit by a holder pursuant to Section 6.14 or a suit by Holders of more than 10.0% in principal amount of the then outstanding Notes.

SECTION 6.14. Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal of and interest and premium on the Notes held by such Holder, on the respective due dates expressed in the Notes (or, in the case of a redemption, on the redemption date), or to institute suit for the enforcement of any such payment, shall not be impaired or affected without the consent of such Holder.

ARTICLE VII

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture on behalf of the Holders, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Subject to clause (a) above:

(i) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(ii) in the absence of willful misconduct or bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

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(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:

(i) this clause (c) does not limit the effect of clause (b) of this Section 7.01;

(ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court of competent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

(iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.02, 6.04 or 6.05 hereof.

(d) Whether or not therein expressly so provided, every provision of this Indenture, the Security Documents and the Intercreditor Agreements that in any way relates to the Trustee is subject to clauses (a), (b) and (c) of this Section 7.01.

(e) The Trustee and the Collateral Agent shall be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the Holders unless the Holders have offered to the Trustee or the Collateral Agent, as applicable, indemnity or security reasonably satisfactory to it against any loss, liability or expense that might be incurred by it in compliance with such request or direction.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

SECTION 7.02. Rights of Trustee.

(a) The Trustee may conclusively rely upon and shall be fully protected in acting or refraining from acting upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) The Trustee may retain professional advisers to assist it in performing its duties under this Indenture. Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer shall be sufficient if signed by an Officer.

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(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

(h) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each Agent, custodian and other Person employed to act hereunder, including, for the avoidance of doubt, the Collateral Agent.

(j) The Trustee shall have no duty to inquire as to the performance of the Issuer with respect to the covenants contained in Article IV. The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not imply a duty to review nor shall it constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates).

(k) The permissive rights of the Trustee to take certain actions under this Indenture shall not be construed as a duty unless so specified herein.

(l) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuer, personally or by agent or attorney at the sole cost of the Issuer, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(m) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(n) The Trustee may request that the Issuer deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

(o) The Trustee and the Paying Agent shall be entitled to make payments net of any taxes or other sums required by any applicable law to be withheld or deducted.

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SECTION 7.03. Individual Rights of Trustee. The Trustee and the Collateral Agent, as applicable, in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any of its Affiliates with the same rights it would have if it were not Trustee or Collateral Agent. However, in the event that the Trustee acquires any conflicting interest under the Trust Indenture Act, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Section 7.10 hereof.

SECTION 7.04. Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Security Documents, the Intercreditor Agreements or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or therein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture or such other documents other than its certificate of authentication.

SECTION 7.05. Notice of Defaults. If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall deliver to Holders a notice of the Default within 90 days after it occurs. Except in the case of a Default relating to the payment of principal, premium, if any, or interest on any Note, the Trustee may withhold from the Holders notice of any continuing Default if and so long as a Responsible Officer of the Trustee in good faith determines that withholding the notice is in the interests of the Holders.

SECTION 7.06. Trustee Reports. Within 60 days after each November 1 beginning with November 1, 2024, and for so long as Notes remain outstanding, the Trustee shall deliver to each Holder a brief report dated as of November 1 in accordance with, and to the extent required under, Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). During the same time period specified above, the Trustee also shall comply with Trust Indenture Act Section 313(b), which section relates to the release or substitution of certain property from the Lien of this Indenture and advances made by the Trustee. The Trustee will also transmit by mail all reports as required by Trust Indenture Act Section 313(c). If this Indenture has been qualified under the Trust Indenture Act, a copy of each report at the time of its mailing to Holders shall be filed with the SEC and each stock exchange (if any) on which the Notes are listed in accordance with Trust Indenture Act Section 313(d).

SECTION 7.07. Compensation and Indemnity. The Issuer shall pay to each of the Trustee and the Collateral Agent from time to time such compensation for its acceptance of this Indenture and services hereunder as the parties shall agree in writing from time to time. Such compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall reimburse each of the Trustee and the Collateral Agent promptly upon request for all reasonable and documented out-of-pocket disbursements, advances and expenses properly incurred or made by it. Such expenses shall include the reasonable and documented compensation, disbursements and expenses of the Trustee’s and the Collateral Agent’s agents and counsel.

The Issuer and the Guarantors, jointly and severally, shall indemnify each of the Trustee and the Collateral Agent for, and hold the Trustee and the Collateral Agent harmless against, any and all loss, damage, claims, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of this trust and the performance of their respective duties hereunder and under the Security Documents and Intercreditor Agreements (including the

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reasonable costs and expenses of enforcing this Indenture, the Security Documents or the Intercreditor Agreements against the Issuer or any of the Guarantors (including this Section 7.07) or defending itself against any claim whether asserted by any Holder, the Issuer or any Guarantor, or any other Person or liability in connection with the acceptance, exercise or performance of any of its powers or duties hereunder or thereunder) (but excluding taxes imposed on such persons in connection with compensation for such administration or performance). The Trustee or the Collateral Agent, as the case may be, shall notify the Issuer promptly of any claim for which it may seek indemnity. Failure by the Trustee or the Collateral Agent to so notify the Issuer shall not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and each of the Trustee and the Collateral Agent shall provide reasonable cooperation at the Issuer’s expense in the defense. Each of the Trustee and the Collateral Agent may have separate counsel and the Issuer shall pay the reasonable fees and expenses of such counsel. Neither the Issuer nor any Guarantor shall be required to reimburse any expense or indemnify against any loss, liability or expense incurred by the Trustee’s negligence or willful misconduct or the Collateral Agent’s gross negligence or willful misconduct, as the case may be; provided, however, that each of the Trustee and the Collateral Agent may only employ separate counsel at the expense of the Issuer if (a) the Issuer has not otherwise assumed the Trustee’s or Collateral Agent’s defense or (b) in the judgement of the Trustee or Collateral Agent, (i) a conflict of interest exists by reason of common representation or (ii) there are legal defenses available to the Trustee or Collateral Agent that are different from or are in addition to those available to the Issuer. Neither the Issuer nor any Guarantor shall be required to pay for any settlement made without its consent, which consent shall not be unreasonably withheld. In no event shall the Issuer or any Guarantor be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Issuer or any Guarantor has been advised of the likelihood of such loss or damage and regardless of the form of action.

The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlier resignation or removal of the Trustee or the Collateral Agent, as applicable.

To secure the payment obligations of the Issuer and the Guarantors in this Section 7.07, the Trustee and the Collateral Agent shall have a Lien prior to the Notes on all money or property held or collected by the Trustee or the Collateral Agent, except for money or property held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture.

When the Trustee or the Collateral Agent incurs expenses or renders services after an Event of Default specified in Section 6.01(6) or (7) hereof occurs, the expenses and the compensation for the services (including the reasonable fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law.

SECTION 7.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Issuer. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Issuer in writing not less than 30 days prior to the effective date of such removal. The Issuer may remove the Trustee if:

(A) the Trustee fails to comply with Section 7.10 hereof;

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(B) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

(C) a custodian or public officer takes charge of the Trustee or its property; or

(D) the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Issuer shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Issuer.

If a successor Trustee does not take office within 45 days after the retiring Trustee resigns or is removed, the retiring Trustee (at the Issuer’s expense), the Issuer or the Holders of at least 10% in principal amount of the then outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10 hereof, such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee; provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee.

The resigning Trustee shall have no responsibility or liability for any action or inaction of a successor Trustee.

SECTION 7.09. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

SECTION 7.10. Eligibility; Disqualification. There will at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power and which is generally recognized as a corporation which customarily performs such corporate trustee roles and provides such corporate trustee services in transactions similar in nature to the offering of the Notes as described in the Offering Memorandum and that has a combined capital and surplus of at least $100.0 million as set forth in its most recent published annual report of condition.

This Indenture will always have a Trustee who satisfies the requirements of Trust Indenture Action Sections 310(a)(1), (2) and (5). The Trustee is subject to Trust Indenture Action Section 310(b); provided, however, there will be excluded from the operation of Trust Indenture Act Section 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other securities of the Issuer are outstanding if the requirements for such exclusion set forth in Section 310(b)(1) are met.

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SECTION 7.11. Intercreditor Agreements and Security Documents. By acceptance of the Notes, the Holders shall be deemed to hereby (i) authorize and direct the Trustee and the Collateral Agent, as the case may be, to execute and deliver the Intercreditor Agreements (on behalf of the Collateral Agent, the Trustee and the Holders) and the Security Documents or Intercreditor Agreements in which it is named as a party, including any Security Documents executed after the Issue Date in accordance with Article XIII, in each case, including such changes from the forms, if any attached to this Indenture or any other agreements, as may be necessary or desirable (as determined by the Issuer) in connection with the execution thereof, (ii) authorize and appoint the Trustee to act as their Authorized Representative (as defined in the First Lien Intercreditor Agreement) and the Collateral Agent to act as their Collateral Agent (as defined in the First Lien Intercreditor Agreement) under the First Lien Intercreditor Agreement, and agree that as such (x) the Trustee and the Collateral Agent will be deemed to be a party to the Intercreditor Agreements as trustee and agent for the Holders and (y) the Collateral Agent, the Trustee and the Holders will be subject to and bound by the provisions of the First Lien Intercreditor Agreement as Additional First-Lien Secured Parties (as defined in the First Lien Intercreditor Agreement), (iii) accept and authorize the Collateral Agent, as Collateral Agent for itself, the Trustee and the Holders under the Security Documents and the Intercreditor Agreements, to take such action as agent on their behalf and to exercise such powers under the Security Documents and the Intercreditor Agreements as are delegated to the Collateral Agent by the terms thereof and (y) accept and acknowledge the terms of the Intercreditor Agreements applicable to them and agree to be bound by the terms thereof applicable to holders of the First-Lien Obligations (as defined in the First Lien Intercreditor Agreement) with all the rights and obligations of a Secured Party (as defined in the Security Documents) thereunder and bound by all the provisions thereof. It is hereby expressly acknowledged and agreed that, in taking the foregoing actions, the Trustee and the Collateral Agent are not responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any action under pursuant to, the Intercreditor Agreements and the Security Documents, the Trustee and the Collateral Agent each shall have all of the rights, immunities, indemnities and other protections granted to them under this Indenture (in addition to those that may be granted to them under the terms of such other agreement or agreements).

SECTION 7.12. Preferential Collection of Claims Against Issuer. The Trustee shall comply with Trust Indenture Act Section 311(a), excluding any creditor relationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to the extent indicated.

ARTICLE VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Issuer may, at its option and at any time, elect to have either Section 8.02 or Section 8.03 hereof applied to all outstanding Notes and all obligations of the Guarantors with respect to the Guarantees upon compliance with the conditions set forth below in this Article VIII.

SECTION 8.02. Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.01 hereof of the option under this Section 8.02, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from their obligations with respect to all outstanding Notes and Guarantees and have its and each Guarantor’s obligations discharged with respect to the Security Documents on the date the conditions set forth below are satisfied (“Legal Defeasance”). For this purpose, Legal Defeasance means that the Issuer and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.05

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hereof, to have cured all then existing Events of Default and to have satisfied all its other obligations under such Notes, this Indenture and the Registration Rights Agreement including that of the Guarantors (and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging the same), except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

(A) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to this Indenture referred to in Section 8.04 hereof;

(B) the Issuer’s obligations with respect to Notes concerning issuing temporary Notes, registration of such Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(C) the rights, powers, trusts, duties, indemnities and immunities of the Trustee and the Collateral Agent, and the Issuer’s obligations in connection therewith; and

(D) this Section 8.02.

Subject to compliance with this Article VIII, the Issuer may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof.

SECTION 8.03. Covenant Defeasance. Upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their obligations under the covenants contained in Sections 4.03, 4.04, 4.06, 4.07, 4.08, 4.09, 4.10 and 4.11 hereof and clause (3) of Section 5.01(a) hereof and the Security Documents with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 hereof are satisfied (“Covenant Defeasance”), and the Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes and the Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document, and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes and the Guarantees shall be unaffected thereby. In addition, upon the Issuer’s exercise under Section 8.01 hereof of the option applicable to this Section 8.03 hereof, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections 6.01(3) (solely with respect to the covenants that are released upon a Covenant Defeasance), 6.01(4), 6.01(5), 6.01(6) (solely with respect to the Issuer’s Restricted Subsidiaries), 6.01(7) (solely with respect to the Issuer’s Restricted Subsidiaries) and 6.01(8) hereof shall not constitute Events of Default.

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SECTION 8.04. Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes:

(1) the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in Dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient (to the extent such amounts consist of U.S. Government Obligations, in the opinion of a nationally recognized firm of independent public accountants, investment bank or appraisal firm) to pay the principal of, premium, if any, and interest due on the Notes on the stated maturity date or on the Redemption Date, as the case may be, of such principal, premium, if any, or interest on the Notes, and the Issuer must specify whether the Notes are being defeased to maturity or to a particular Redemption Date; provided, that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any deficit as of the date of redemption (any such amount, the “Make-Whole Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. The amount of any Make-Whole Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Make-Whole Premium Deficit that confirms that such Make-Whole Premium Deficit shall be applied toward such redemption. The Trustee shall have no liability whatsoever in the event that such Make-Whole Premium Deficit is not in fact paid after any Legal Defeasance or Covenant Defeasance;

(2) in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions:

(A) the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling; or

(B) since the issuance of the Notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel confirming that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Event of Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens and the consummation of other transactions in connection therewith) shall have occurred and be continuing on the date of such deposit;

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities or any other material agreement, instrument or documents (other than this Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound (other than that resulting from any borrowing of funds to be applied to make the deposit required to effect such Legal Defeasance or Covenant Defeasance and any similar and simultaneous deposit relating to other Indebtedness, and, in each case, the granting of Liens and the consummation of other transactions in connection therewith);

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(6) the Issuer shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and

(7) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Notwithstanding the foregoing, any Opinion of Counsel required by the immediately preceding paragraph with respect to Legal Defeasance need not be delivered if all of the Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable or (y) will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer.

The Collateral will be released from the Lien securing the Notes as provided under Section 13.03 upon a Legal Defeasance or Covenant Defeasance in accordance with the provisions described above.

SECTION 8.05. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.06 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.05, the “Trustee”) pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium and interest, but such money need not be segregated from other funds except to the extent required by law.

The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Dollars or U.S. Government Obligations deposited pursuant to Section 8.04 hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes.

Anything in this Article VIII to the contrary notwithstanding, the Trustee shall deliver or pay to the Issuer from time to time upon the request of the Issuer any money or U.S. Government Obligations held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under Section 8.04(2) hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.06. Repayment to Issuer. Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the payment of the principal of, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, and premium, if any, or interest has become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer) shall be discharged from such trust; and the Holder of such Note shall thereafter look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Issuer as trustee thereof, shall thereupon cease.

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SECTION 8.07. Reinstatement. If the Trustee or Paying Agent is unable to apply any Dollars or U.S. Government Obligations in accordance with Section 8.02 or Section 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and the Guarantors’ obligations under this Indenture and the Notes, the Guarantees and the Security Documents shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or Section 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or Section 8.03 hereof, as the case may be; provided that, if the Issuer makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE IX

AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01. Without Consent of Holders. Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party) and the Trustee and the Collateral Agent, as applicable, may amend or supplement this Indenture, any Guarantee, any Security Document, any Intercreditor Agreement or Notes without the consent of any Holder or any other party hereto:

(1) to cure any ambiguity, omission, mistake, defect or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to comply with Article V hereof;

(4) to provide for the assumption of the Issuer’s or any Guarantor’s obligations to the Holders;

(5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect (as determined in good faith by the Issuer) the legal rights under this Indenture of any such Holder;

(6) to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer or any Guarantor;

(7) to add additional assets as Collateral, to release Collateral from the Lien pursuant to this Indenture, the Security Documents and the Intercreditor Agreements when permitted or required by this Indenture, the Security Documents or the Intercreditor Agreements and to modify the Security Documents and/or the Intercreditor Agreements to add additional secured creditors holding Obligations that are permitted under this Indenture to constitute First Lien Obligations under the applicable Intercreditor Agreement pursuant to the terms of this Indenture and to add additional secured creditors holding obligations that are secured by a Lien permitted by this Indenture as junior lien obligations under any junior priority intercreditor agreement;

(8) to evidence and provide for the acceptance and appointment under this Indenture, any Intercreditor Agreement, or any Security Document, as applicable, of a successor Trustee or Collateral Agent hereunder pursuant to the requirements hereof;

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(9) to provide for the issuance of Exchange Notes or private exchange notes, which are identical to Exchange Notes except that they are not freely transferable in exchange for Notes and which shall be treated, together with any outstanding Notes, as a single class of securities, or to provide for the qualification of this Indenture under the Trust Indenture Act to the extent required by Section 12.16 hereof;

(10) to add a Guarantor under this Indenture or to release a Guarantor in accordance with the terms of this Indenture;

(11) to conform the text of this Indenture, Guarantees, any Security Document, any Intercreditor Agreement or the Notes to any provision of the “Description of Notes” or “Exchange Offer; Registration Rights” sections of the Offering Memorandum to the extent that such provision in such “Description of Notes” or “Exchange Offer; Registration Rights” sections was intended to be a verbatim recitation of a provision of this Indenture, Guarantee, any Security Document, any Intercreditor Agreement or the Notes, as provided to the Trustee or the Collateral Agent, as applicable, in an Officer’s Certificate;

(12) to make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes or Exchange Notes as permitted by this Indenture, including, to facilitate the issuance and administration of the Notes; provided that (a) compliance with this Indenture as so amended would not result in Notes or Exchange Notes being transferred in violation of the Securities Act or any applicable securities law and (b) such amendment does not materially and adversely affect the rights of Holders to transfer Notes or Exchange Notes (as determined in good faith by the Issuer); or

(13) to provide for the issuance of Additional Notes, subject to compliance with Section 4.08 and/or Section 4.10, in accordance with the terms of this Indenture.

Upon the request of the Issuer accompanied by a resolution of the Board of Directors authorizing the execution of any such amended or supplemental indenture or amendment to the Security Documents or Intercreditor Agreements, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02 hereof (to the extent requested by the Trustee or the Collateral Agent), the Trustee and the Collateral Agent shall join with the Issuer and the Guarantors in the execution of any amended or supplemental indenture or amendment to the Security Documents or the Intercreditor Agreements authorized or permitted by the terms of this Indenture, the Security Documents or the Intercreditor Agreements and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee and the Collateral Agent shall have the right, but not be obligated to, enter into any such amended or supplemental indenture or amendment to the Security Documents or Intercreditor Agreements that affects its own rights, duties or immunities under this Indenture or otherwise. Notwithstanding the foregoing, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the addition of a Guarantor under this Indenture upon execution and delivery by such Guarantor, the Trustee and the Collateral Agent of a supplemental indenture to this Indenture, the form of which is attached as Exhibit D hereto and any supplement to the Security Documents and the Intercreditor Agreements in connection with the same, provided that the execution thereof shall be deemed a representation by such Guarantor(s) that all conditions precedent and covenants, if any, relating to the execution of such supplemental indenture have been satisfied and the supplemental indenture and any supplement to the Security Documents and the Intercreditor Agreement in connection with the same is enforceable in accordance with its terms subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally and (ii) general principles of equity.

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SECTION 9.02. With Consent of Holders. Except as provided below in this Section 9.02, the Issuer, the Guarantors, the Trustee and the Collateral Agent may amend or supplement this Indenture and any Guarantee, the Notes, the Security Documents or the Intercreditor Agreements with the consent of the Holders of at least a majority in principal amount of the Notes (including Additional Notes, if any) then outstanding voting as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes), and, subject to Section 6.04 hereof, any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including Additional Notes, if any) voting as a single class (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes are considered to be “outstanding” for the purposes of this Section 9.02.

Upon the request of the Issuer accompanied by a resolution of its board of directors authorizing the execution of any such amended or supplemental indenture or amendment to the Security Documents or the Intercreditor Agreement, and upon the filing with the Trustee and the Collateral Agent of evidence satisfactory to the Trustee and the Collateral Agent of the consent of the Holders as aforesaid, and upon receipt by the Trustee and the Collateral Agent of the documents described in Section 7.02 hereof, the Trustee and the Collateral Agent shall join with the Issuer and the Guarantors in the execution of such amended or supplemental indenture or amendment to the Security Documents or the Intercreditor Agreement unless such amended or supplemental indenture directly affects the Trustee’s or the Collateral Agent’s own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee and the Collateral Agent may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture or amendment to the Security Documents or the Intercreditor Agreement.

It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Issuer shall deliver to the Holders affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Issuer to deliver such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental indenture or waiver.

Without the consent of each affected Holder of Notes, an amendment or waiver under this Section 9.02 may not, with respect to any Notes held by a non-consenting Holder:

(1) reduce the principal amount of such Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed final maturity of any such Note or reduce the premium payable upon the redemption of such Notes on any date (other than the provisions relating to Section 4.07 hereof); provided, that any amendment to the notice requirements may be made with the consent of the Holders of a majority in aggregate principal amount of then outstanding Notes;

(3) reduce the rate of or change the time for payment of interest on any Note;

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(4) waive a Default in the payment of principal of or premium, if any, or interest on the Notes, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any Guarantee which cannot be amended or modified without the consent of all affected Holders;

(5) make any Note payable in money other than that stated therein;

(6) make any change in the provisions of this Indenture relating to waivers of past Defaults;

(7) make any change in this Article IX that is materially adverse to the Holders;

(8) make any change to or modify the ranking of the Notes that would adversely affect the Holders, except as permitted or required by this Indenture of the Intercreditor Agreements;

(9) except as expressly permitted by this Indenture, modify the Guarantees of Holdings or any Significant Subsidiary, in any manner materially adverse to the Holders; or

(10) so long as this Indenture is qualified under the Trust Indenture Act, impair the right of any Holder to receive payment of principal of and interest on or premium, if any, with respect to such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes.

Additionally, without the consent of Holders of at least 66 2/3% in principal amount of the Notes then outstanding, no such amendment, waiver or modification will release all or substantially all of the Collateral from the Liens securing the Notes and Guarantees.

SECTION 9.03. Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture or the Notes shall be set forth in a supplemental indenture hereto that complies with the Trust Indenture Act as then in effect if this Indenture shall then be qualified under the Trust Indenture Act.

SECTION 9.04. Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the amendment, supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder.

The Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to consent to any amendment, supplement, or waiver. If a record date is fixed, then, notwithstanding the preceding paragraph, those Persons who were Holders at such record date (or their duly designated proxies), and only such Persons, shall be entitled to consent to such amendment, supplement, or waiver or to revoke any consent previously given, whether or not such Persons continue to be Holders after such record date. No such consent shall be valid or effective for more than 120 days after such record date unless the consent of the requisite number of Holders has been obtained.

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SECTION 9.05. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver.

SECTION 9.06. Trustee and the Collateral Agent to Sign Amendments, etc.

(a) The Trustee and the Collateral Agent shall sign any amendment, supplement or waiver authorized pursuant to this Article IX if the amendment, supplement or waiver does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Agent, as applicable. In executing any amendment, supplement or waiver, the Trustee and the Collateral Agent shall receive, and shall be fully protected in relying conclusively upon, in addition to the documents required by Section 12.04 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture, the Security Documents and the Intercreditor Agreements and that such amendment, supplement or waiver is the legal, valid and binding obligation of the Issuer and any Guarantors party thereto, enforceable against them in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof.

(b) Notwithstanding Section 9.06(a), neither an Opinion of Counsel nor an Officer’s Certificate will be required for the Trustee to execute any amendment or supplement adding a new Guarantor under this Indenture.

ARTICLE X

GUARANTEES

SECTION 10.01. Guarantee. Subject to this Article X, each of the Guarantors, as primary obligor and not merely as a surety, hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Issuer hereunder or thereunder, that (a) the principal of and interest and premium, if any, on the Notes shall be punctually paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders, the Trustee or the Collateral Agent hereunder or thereunder, including for expenses, indemnification or otherwise, shall be punctually paid in full, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same promptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.

The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor

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(other than payment in full of all of the Obligations of the Issuer hereunder and under the Notes). Each Guarantor hereby waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture.

Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Trustee, the Collateral Agent or any Holder in enforcing any rights under this Section 10.01.

If any Holder, the Trustee or the Collateral Agent is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, then any amount paid either to the Trustee, the Collateral Agent or such Holder, as applicable, then this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

Until terminated in accordance with Section 10.06 hereof, each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

The Guarantee issued by any Guarantor shall be a general senior obligation of such Guarantor, which shall be secured by Liens on the Collateral of such Guarantor and be pari passu in right of payment with all existing and future Senior Indebtedness of such Guarantor.

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Each payment to be made by a Guarantor in respect of its Guarantee shall be made without setoff, counterclaim, reduction or diminution of any kind or nature.

SECTION 10.02. Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of the Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of each Guarantor shall be limited to the maximum amount as will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article X, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor that makes a payment under its Guarantee shall be entitled upon payment in full of all guaranteed obligations under this Indenture to a contribution from each other Guarantor in an amount equal to such other Guarantor’s pro rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with GAAP.

SECTION 10.03. Execution and Delivery. To evidence its Guarantee set forth in Section 10.01 hereof, each Guarantor hereby agrees that this Indenture (or a supplemental indenture in the form of Exhibit D) shall be executed on behalf of such Guarantor by one of its authorized Officers.

Each Guarantor hereby agrees that its Guarantee set forth in Section 10.01 hereof shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee of such Guarantor shall be valid nevertheless.

The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee set forth in this Indenture on behalf of the Guarantors.

If required by Section 4.11 hereof, the Issuer shall cause any newly created or acquired Restricted Subsidiary to comply with the provisions of Section 4.11 hereof and this Article X, to the extent applicable.

SECTION 10.04. Subrogation. Subject to the fifth paragraph of Section 10.01 and Section 10.02 hereof, each Guarantor shall be subrogated to all rights of Holders against the Issuer in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 10.01 hereof; provided that, if an Event of Default has occurred and is continuing, no Guarantor shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under this Indenture or the Notes shall have been paid in full.

SECTION 10.05. Benefits Acknowledged. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the guarantee and waivers made by it pursuant to its Guarantee are knowingly made in contemplation of such benefits.

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SECTION 10.06. Release of Guarantees. Each Guarantee by a Guarantor (but, in the case of Holdings, only under clauses (4) and (6)) shall be automatically and unconditionally released and discharged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee, upon:

(1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (i) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (ii) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture;

(2) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment of such Indebtedness or under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.11 hereof);

(3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or

(4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture;

(5) the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions of this Indenture; or

(6) as described in Article IX.

In addition, the Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed any Indebtedness of the Issuer in an aggregate principal or committed amount outstanding in excess of $600,000,000 under any Credit Facility, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect. The Issuer will also have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause Holdings to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect, to the extent that, at such time (1) Holdings does not guarantee any Indebtedness of the Issuer in an aggregate or committed amount outstanding in excess of $600,000,000 under any Credit Facility and (2) the Issuer has an Investment Grade Rating on its non-credit-enhanced, senior unsecured long-term debt from both Rating Agencies. At the request of the Issuer, the Trustee shall execute and deliver an appropriate instrument evidencing any such release.

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ARTICLE XI

SATISFACTION AND DISCHARGE

SECTION 11.01. Satisfaction and Discharge. This Indenture shall be discharged and shall cease to be of further effect as to all Notes, when either:

(1) all Notes theretofore authenticated and delivered, except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

(2) (A) all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise, will become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer, and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in Dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; provided that upon any redemption that requires the payment of the Make-Whole Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Premium calculated as of the date of the notice of redemption, with any Make-Whole Premium Deficit only required to be deposited with the Trustee on or prior to the date of redemption. The amount of any Make-Whole Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Make-Whole Premium Deficit that confirms that such Make-Whole Premium Deficit shall be applied toward such redemption. The Trustee shall have no liability whatsoever in the event that such Make-Whole Premium Deficit is not in fact paid in connection with such redemption;

(B) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and

(C) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the Redemption Date, as the case may be.

In addition, the Issuer must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Such Opinion of Counsel may rely on such Officer’s Certificate as to matters of fact, including clauses 2(A), (B) and (C) above.

Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (A) of clause (2) of this Section 11.01, the provisions of Section 11.02 and Section 8.06 hereof shall survive such satisfaction and discharge.

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SECTION 11.02. Application of Trust Money. Subject to the provisions of Section 8.06 hereof, all money deposited with the Trustee or another entity designated by it for such purposes pursuant to Section 11.01 hereof shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer or a Guarantor acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money has been deposited with the Trustee or another entity designated by it for such purposes; but such money need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 11.01 hereof by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01 hereof; provided that if the Issuer has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or Paying Agent.

ARTICLE XII

MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls. If, following the qualification of this Indenture under the Trust Indenture Act, any provision of this Indenture limits, qualifies or conflicts with the duties imposed by Trust Indenture Act Section 318(c), the imposed duties shall control.

SECTION 12.02. Notices. Any notice or communication by the Issuer, any Guarantor or the Trustee to the others is duly given if in writing and delivered in person or mailed by first-class mail (registered or certified, return receipt requested), facsimile, electronic mail (in “.pdf” format) or overnight air courier guaranteeing next day delivery, to the others’ address:

If to the Issuer and/or any Guarantor:

IQVIA Inc.

2400 Ellis Rd.

Durham, North Carolina 27703

Attention: General Counsel

with a copy (which copy shall not constitute notice) to:

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

Attention: Dan Coyne

If to the Trustee or the Collateral Agent:

U.S. Bank Trust Company, National Association

Global Corporate Trust Services EP-MN-WS3C

60 Livingston Avenue

St. Paul, MN 55107

Attention: Corporate Trust Administrator for IQVIA Inc.

Fax: + (1) 651-466-7430

Email: brandon.bonfig@usbank.com

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The Issuer, any Guarantor or the Trustee, by notice to the others, may designate additional or different addresses for subsequent notices or communications.

For so long as any Notes are represented by Global Notes, all notices to Holders of the Notes will be delivered to the Depositary in accordance with the Applicable Procedures . If any Notes are represented by Definitive Notes, the notices to Holders of such Notes will be validly given if mailed to them at their respective addresses in the Note Register maintained by the Registrar.

All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five calendar days after being deposited in the mail, postage prepaid, if mailed by first-class mail; on the first date on which publication is made or electronic delivery made; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery; provided that any notice or communication delivered to the Trustee or the Collateral Agent shall be deemed effective upon actual receipt thereof.

Failure to deliver a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed or otherwise delivered in the manner provided above within the time prescribed, such notice or communication shall be deemed duly given, whether or not the addressee receives it.

If the Issuer delivers or mails a notice or communication to Holders, it shall deliver or mail a copy to the Trustee and each Agent at the same time.

SECTION 12.03. Communication by Holders with Other Holders. Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act Section 312(c).

SECTION 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Issuer or any of the Guarantors to the Trustee or the Collateral Agent to take any action under this Indenture (other than as set forth in Section 9.06(b) hereof), the Security Documents or the Intercreditor Agreement, as applicable, ,the Issuer or such Guarantor, as the case may be, shall furnish to the Trustee or the Collateral Agent, as applicable:

(A) An Officer’s Certificate in form reasonably satisfactory to the Trustee or the Collateral Agent, as applicable (which shall include the statements set forth in Section 12.05 hereof), stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture, the Security Documents and the Intercreditor Agreement, as applicable, relating to the proposed action have been satisfied; and

(B) An Opinion of Counsel in form reasonably satisfactory to the Trustee or the Collateral Agent, as applicable (which shall include the statements set forth in Section 12.05 hereof), stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied.

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SECTION 12.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to Section 4.04 hereof), the Security Documents or the Intercreditor Agreement, as applicable, shall include:

(A) a statement that the Person making such certificate or opinion has read such covenant or condition;

(B) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(C) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion of Counsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(D) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with; provided, however, that with respect to matters of fact, an Opinion of Counsel may rely on an Officer’s Certificate or certificates of public officials.

SECTION 12.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar, Transfer Agent and Paying Agent may make reasonable rules and set reasonable requirements for their respective functions.

SECTION 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their parent companies or subsidiaries (other than the Issuer and the Guarantors) shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees, this Indenture, the Registration Rights Agreement, any supplemental indenture or any Security Document or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

SECTION 12.08. Governing Law. THIS INDENTURE, THE NOTES, ANY GUARANTEE, THE SECURITY DOCUMENTS AND THE INTERCREDITOR AGREEMENTS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 12.09. Waiver of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS, THE TRUSTEE AND EACH OTHER PARTY HERETO HEREBY, AND THE HOLDERS BY THEIR ACCEPTANCE OF THE NOTES THEREBY, IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 12.10. Force Majeure. In no event shall the Trustee or the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.

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SECTION 12.11. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Issuer or its Restricted Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 12.12. Successors. All agreements of the Issuer in this Indenture and the Notes shall bind its successors. All agreements of the Trustee and the Collateral Agent in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors, except as otherwise provided in Section 10.06 hereof.

SECTION 12.13. Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 12.14. Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Indenture or any document to be signed in connection with this Indenture (other than the Notes) shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

SECTION 12.15. Table of Contents, Headings, etc. The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

SECTION 12.16. Qualification of Indenture. The Issuer and the Guarantors shall qualify this Indenture with respect to the Notes which are subject to a registration statement filed pursuant to the Registration Rights Agreement under the Trust Indenture Act in accordance with the terms and conditions of the Registration Rights Agreement and shall pay all reasonable costs and expenses (including attorneys’ fees and expenses for the Issuers, the Guarantors, the Trustee and the Collateral Agent) incurred in connection therewith, including, but not limited to, costs and expenses of qualification of this Indenture and such Notes and printing this Indenture and such Notes. The Trustee shall be entitled to receive from the Issuers and the Guarantors any such Officer’s Certificates, Opinion of Counsel or other documentation as it may reasonably request in connection with any such qualification of this Indenture under the Trust Indenture Act.

SECTION 12.17. USA PATRIOT Act. The parties hereto acknowledge that in order to help the government fight the funding of terrorism and money laundering activities, Section 326 of the USA PATRIOT Act and 31 C.F.R. § 1010.230 require all financial institutions to obtain, verify, and record information that identifies each person establishing a relationship or opening an account with U.S. Bank Trust Company, National Association. The parties hereto agree that they will provide the Trustee and the Collateral Agent with name, address, tax identification number, if applicable, and other information that will allow the Trustee and the Collateral Agent to identify the individual or entity who is establishing the relationship, and will further provide the Trustee and the Collateral Agent with formation documents such as articles of incorporation or other identifying documents.

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ARTICLE XIII

COLLATERAL

SECTION 13.01. The Collateral.

(a) The due and punctual payment of the principal of, premium, if any, and interest on the Notes and the Guarantees when and as the same shall be due and payable, whether on an interest payment date, at maturity, by acceleration, repurchase, redemption or otherwise, interest on the overdue principal of and interest (to the extent permitted by law), if any, on the Notes and the Guarantees and performance of all other obligations of the Issuer and the Guarantors under this Indenture, and the Notes and the Security Documents, shall be secured by first-priority Liens and security interests, subject to Permitted Liens, as provided in the Security Documents which the Issuer and the Guarantors, as the case may be, have entered into simultaneously with the execution of this Indenture and will be secured pursuant to all Security Documents hereafter delivered as required or permitted by this Indenture, the Security Documents and the Intercreditor Agreements.

(b) The Issuer and the Guarantors hereby agree that the Collateral Agent shall hold the Collateral in trust for its benefit and for the benefit of all of the Holders and the Trustee and the Collateral Agent, in each case pursuant to the terms of the Security Documents and the Intercreditor Agreements, and the Collateral Agent is hereby authorized to execute and deliver the Security Documents and the Intercreditor Agreements.

(c) Each Holder, by its acceptance of any Notes, consents and agrees to the terms of Section 13.05 hereof, the Security Documents and the Intercreditor Agreements (including the provisions providing for foreclosure) as the same may be in effect or may be amended from time to time in accordance with their terms and authorizes and directs the Collateral Agent to perform its obligations and exercise its rights under the Security Documents and the Intercreditor Agreements in accordance therewith.

(d) The Collateral Agent, the Trustee and each Holder, by accepting the Notes and the Guarantees, acknowledges that, as more fully set forth in the Security Documents and the Intercreditor Agreements, the Collateral as now or hereafter constituted shall be held for the benefit of all the Holders, the Collateral Agent and the Trustee, and that the Lien of this Indenture and the Security Documents in respect of the Collateral Agent, the Trustee and the Holders is subject to and qualified and limited in all respects by the Security Documents and the Intercreditor Agreements and actions that may be taken thereunder.

(e) It is understood and agreed that prior to the repayment in full of the obligations under the Senior Credit Facilities, to the extent the Senior Credit Facilities Agent is satisfied with or agrees to any deliveries of or other arrangements with respect to any Investment Related Property (as defined in the Security Agreement) (such Investment Related Property, referred to as “pledged Collateral” in this clause (e)), the Collateral Agent shall automatically be deemed to be satisfied with the same arrangements. So long as the First Lien Intercreditor Agreement is in effect and prior to the repayment in full of the obligations under the Senior Credit Facilities, (A) the Issuer or any Guarantor may satisfy its obligations to deliver or make arrangements with respect to such pledged Collateral to the Collateral Agent by delivering to, or making arrangements with respect to such pledged Collateral satisfactory to the Senior Credit Facilities Agent and (B) if the Senior Credit Facilities Agent grants an extension of time pursuant

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to a provision in the Credit Agreement that is substantially similar to the corresponding provisions of the definition of “Excluded Property” or exercises its discretion under the Credit Agreement to determine that any Subsidiary of the Issuer shall be excluded from the requirements of the “Collateral and Guarantee Requirement” or that any property shall be an “Excluded Asset” (in each case as defined in the Credit Agreement), the Collateral Agent shall automatically be deemed to accept such determination hereunder and under the Security Documents and shall execute any documentation, if applicable, in connection therewith. The Issuer shall provide written notice (which may be by email) to the Collateral Agent of any determination made by the Senior Credit Facilities Agent which shall be binding upon the Collateral Agent in accordance with the terms of this Indenture and the Security Documents; provided, however, that the Collateral Agent shall not be bound by any determination made by the Senior Credit Facilities Agent that adversely affects the rights, protections, benefits, indemnities or immunities of the Collateral Agent without the prior written consent of the Collateral Agent.

SECTION 13.02. Further Assurances. Subject to the limitations set forth in the Security Documents, the Issuer and each of the Guarantors will execute, deliver and file, if applicable, any and all further documents, financing statements, agreements and instruments, and take all further action that may be reasonably required under applicable law (including the filing of continuation financing statements and amendments to financing statements), or that the Collateral Agent may reasonably request, in order to grant, preserve, protect and perfect the validity and priority of the security interests and Liens created or intended to be created by the Security Documents in the Collateral.

SECTION 13.03. Release of Collateral.

(a) The Issuer and the Guarantors will be entitled to the release of property and other assets included in the Collateral from the Liens securing the Notes and the Guarantees under any one or more of the following circumstances:

(1) upon any sale, transfer or other disposition by the Issuer or any Guarantor of any Collateral that is permitted under this Indenture to any Person that is not the Issuer or a Guarantor;

(2) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under its Guarantee;

(3) to the extent such Collateral otherwise becomes Excluded Property;

(4) as described under Article IX; and

(5) in accordance with the First Lien Intercreditor Agreement.

(b) The security interests in all Collateral securing the Notes or the Guarantees also will be released upon (i) a satisfaction and discharge pursuant to Section 11.1 hereof or (ii) a legal defeasance or covenant defeasance pursuant to Article VIII hereof.

(c) The Issuer will have the right, upon delivery of any Officer’s Certificate to the Trustee and the Collateral Agent, to release certain property and other assets that are owned by a Guarantor, and included in the Collateral, from the Liens securing the Notes and the Guarantees to the extent that, at such time, (i) such Guarantor does not guarantee Indebtedness of the Issuer outstanding under any Credit Facility that is secured (or is required to be secured) by Liens on such property or other assets of such Guarantor and (ii) the Issuer has an Investment Grade Rating on its senior unsecured long-term debt from both Rating Agencies.

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(d) In addition, the Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee and the Collateral Agent, to release certain property and other assets that are owned by the Issuer, and included in the Collateral, from the Liens securing the Notes to the extent that, at such time, (i) the Issuer shall not have incurred or guaranteed Indebtedness outstanding under any Credit Facility that is secured (or is required to be secured) by Liens on such property or other assets of the Issuer and (ii) the Issuer has an Investment Grade Rating on its senior unsecured long-term debt from both Rating Agencies.

(e) To the extent the Collateral Agent is required or requested to take any action to effect the release of any Collateral, the Issuer and each Guarantor will furnish to the Collateral Agent, prior to each proposed release of Collateral pursuant to the Security Documents and this Indenture;

(i) an Officer’s Certificate requesting such release, including a statement to the effect that all conditions precedent provided for in this Indenture and the Security Documents to such release have been complied with including the delivery to the Collateral Agent of all documents required under this Section 13.03(e);

(ii) a form of such release requested to be executed and delivered by the Collateral Agent (if applicable); and

(iii) all documents (if any) expressly required by this Indenture, the Security Documents and the Intercreditor Agreements.

Upon compliance by the Issuer or the Guarantors, as the case may be, with the conditions precedent set forth above and in the Security Documents and delivery to the Trustee and the Collateral Agent of an Officer’s Certificate and an Opinion of Counsel that all conditions precedent required by this Indenture and the Security Documents have been complied with, the Trustee or the Collateral Agent, as applicable, shall promptly cause the released Collateral to be released and reconveyed to the Issuer or the applicable Guarantor and shall take all other actions reasonably requested by the Issuer or the Guarantor in connection therewith.

(f) The release of any Collateral in accordance with the terms of this Indenture and the Security Documents shall not be deemed to impair the security under this Indenture on any remaining Collateral or affect the Lien of this Indenture or the Security Documents on any remaining Collateral pursuant to this Indenture, the Security Documents or the Intercreditor Agreements.

SECTION 13.04. Authorization of Actions to be Taken by the Trustee or the Collateral Agent Under the Security Documents.

(a) Subject to the provisions of the Security Documents and the Intercreditor Agreements, each of the Trustee or the Collateral Agent may (but shall not be obligated to), in its sole discretion and without the consent of the Holders, on behalf of the Holders, take all actions it deems necessary or appropriate in order to (a) enforce any of its rights or any of the rights of the Holders under the Security Documents and the Intercreditor Agreements and (b) collect and receive any and all amounts payable in respect of the Collateral in respect of the obligations of the Issuer and the Subsidiaries hereunder and thereunder. Subject to the provisions of the Security Documents and the Intercreditor Agreements, the Trustee or the Collateral Agent shall have the power to institute and to maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Collateral by any acts that may be unlawful or in violation of the Security Documents, the Intercreditor Agreements or this Indenture, and such suits and proceedings as the Trustee or the Collateral Agent may deem expedient to preserve or protect its interest and the interests of the Holders in the Collateral (including power to institute and maintain suits or proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders, the Collateral Agent or the Trustee).

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(b) The Trustee or the Collateral Agent shall not be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral or to ensure that the Collateral is cared for, protected, insured or has properly been encumbered (other than the exercise of reasonable care in the custody and preservation of the Collateral in its possession). Neither the Trustee nor the Collateral Agent shall have responsibility for recording, filing, re-recording or refiling any financing statement, continuation statement, document, instrument or other notice in any public office at any time or times or to otherwise take any action to perfect or maintain the perfection of any security interest granted to it under the Security Documents or otherwise. The Trustee or the Collateral Agent, as applicable, shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee or the Collateral Agent, as applicable, in good faith.

(c) Where any provision of this Indenture requires that any action be taken to perfect the security interest in any Collateral, the Issuer and the relevant Guarantor shall deliver to the Trustee or the Collateral Agent the following:

(i) written notice from the Issuer of such Collateral;

(ii) the form of instrument adding such Collateral, which, based on the type and location of the property subject thereto, shall be in substantially the form of the applicable Security Documents entered into on the date of this Indenture, with such changes thereto as the Issuer shall consider appropriate, or in such other form as the Issuer shall deem proper; provided that any such changes or such form are administratively satisfactory to the Trustee or the Collateral Agent; and

(iii) such financing statements, if any, as the Issuer shall deem necessary to perfect the Collateral Agent’s security interest in such Collateral.

(d) Upon receipt of the foregoing, the Collateral Agent shall execute and enter into or authorize the filing of any such instrument; provided that in no event shall the Collateral Agent be required to enter into any such instrument that it determines adversely affects the rights, immunities, privileges or indemnities of the Collateral Agent hereunder in a commercially unreasonable manner.

(e) Notwithstanding the foregoing, and except as may be required by Section 13.09, neither an Opinion of Counsel nor an Officer’s Certificate shall be required in connection with the filing of UCC financing statements or the joinder of any new Guarantor to the First Lien Intercreditor Agreement.

SECTION 13.05. Appointment and Authorization of U.S. Bank Trust Company, National Association as Collateral Agent.

(a) U.S. Bank Trust Company, National Association is hereby designated and appointed as the Collateral Agent under the Security Documents, and is authorized as the Collateral Agent to execute and enter into each of the Security Documents and the Intercreditor Agreements (including joinders thereto) and (i) to take action and exercise such powers as are expressly required or permitted hereunder

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and under the Security Documents and the Intercreditor Agreements and (ii) to exercise such powers and perform such duties as are in each case, expressly delegated to the Collateral Agent by the terms hereof and thereof together with such other powers as are reasonably incidental hereto and thereto. The Collateral Agent agrees to act as such on the conditions contained in this Section 13.05. The Collateral Agent shall have the privileges, powers and immunities set forth herein and in the Security Documents in acting as such. Notwithstanding any provision to the contrary contained elsewhere in this Indenture, the Security Documents or the Intercreditor Agreements, the duties of the Collateral Agent shall be ministerial and administrative in nature, and the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth herein and in the Security Documents and the Intercreditor Agreements to which the Collateral Agent is a party, nor shall the Collateral Agent have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder, the Issuer or any Guarantor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Indenture, the Security Documents or the Intercreditor Agreements or otherwise exist against the Collateral Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Neither the Collateral Agent nor any of its officers, directors, employees or agents shall be responsible for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

(b) The Collateral Agent shall incur no liability to anyone in acting upon any signature, instrument, statement, notice, resolution, request, direction, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. The Collateral Agent may exercise any of its rights or powers hereunder or perform any of its duties hereunder either directly or by or through agents or attorneys, and the Collateral Agent shall not be responsible for any willful misconduct or gross negligence on the part of any agent or attorney appointed hereunder with due care by it. Anything in this Indenture or Security Documents notwithstanding, in no event shall the Collateral Agent be liable for special, indirect or consequential damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent has been advised of such loss or damage and regardless of the form of action.

(c) The Collateral Agent shall be fully justified in failing or refusing to take any action under this Indenture, the Security Documents or the Intercreditor Agreements unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. Except as otherwise provided in the Security Documents, the Collateral Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture, the Security Documents or the Intercreditor Agreements in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding upon all of the Holders.

SECTION 13.06. Collateral Accounts.

(a) The Trustee and the Collateral Agent are authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Security Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Security Documents and the Intercreditor Agreements.

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SECTION 13.07. Resignation of Collateral Agent.

(a) The Collateral Agent may resign at any time by notice to the Trustee and the Issuer, such resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Agent. If the Collateral Agent resigns under this Indenture, the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed prior to the intended effective date of the resignation of the Collateral Agent (as stated in the notice of resignation), the Issuer shall appoint a successor collateral agent. If no successor collateral agent is appointed pursuant to the preceding sentence within 45 days after the intended effective date of resignation (as stated in the notice of resignation) the Collateral Agent shall, at the expense of the Issuer, be entitled to petition a court of competent jurisdiction to appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent, and the term “Collateral Agent” shall mean such successor collateral agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. After the retiring Collateral Agent’s resignation hereunder, the provisions of this Article XIII shall continue to inure to its benefit and the retiring Collateral Agent shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted to be taken by it while it was the Collateral Agent under this Indenture.

SECTION 13.08. Junior Priority Intercreditor Agreements.

(a) In the event that the Issuer or any of the Guarantors incur any Indebtedness required to be secured on a junior lien basis to the Liens on the Collateral securing the First-Lien Obligations (and such Indebtedness and Liens are not prohibited by this Indenture), the Collateral Agent will enter into a junior priority intercreditor agreement to set forth the relative rights and obligations of the Senior Credit Facilities Agent, the collateral agent, on behalf of the holders of the Existing Senior Secured Notes, the Collateral Agent, on behalf of the Holders, and the holders of such Indebtedness. The form of such junior priority intercreditor agreement shall be as determined by the Senior Credit Facilities Agent (or if the Credit Agreement has been terminated, the Controlling Collateral Agent (as defined in the First Lien Intercreditor Agreement) under the First Lien Intercreditor Agreement, and if the Collateral Agent is the Controlling Collateral Agent at such time, such intercreditor agreement shall provide for the subordination of Liens securing such Indebtedness to the Liens securing the Notes and other intercreditor provisions with respect to such Indebtedness that are reasonably customary in the good faith determination of the Issuer (for intercreditor agreements providing junior priority liens) as certified by the Issuer to the Collateral Agent in an Officer’s Certificate). Each such junior priority intercreditor agreement is referred to herein as a “Junior Priority Intercreditor Agreement”.

SECTION 13.01. Recordings and Opinions.

(a) The Issuer shall furnish to the Trustee and the Collateral Agent (if other than the Trustee), on or within one month of December 31 of each year, commencing with the calendar year ending December 31, 2024 an Opinion of Counsel either (1) stating that, in the opinion of such counsel, all action necessary to perfect or continue the perfection of the security interests created by the Security Documents and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given have been taken or (2) stating that, in the opinion of such counsel, no such action is necessary to perfect or continue the perfection of any security interest created under any of the Security Documents.

(b) To the extent applicable, the Issuer shall cause Trust Indenture Act Section 313(b)(1), relating to reports, and Trust Indenture Act Section 314(d), relating to the release of property or securities subject to the Lien of the Security Documents, to be complied with.

-102-

(c) Any release of Collateral permitted by Section 13.03 shall be deemed not to impair the Liens under this Indenture and the Security Agreement and the other Security Documents in contravention thereof. Any certificate or opinion required under Trust Indenture Act Section 314(d) may be made by an officer or legal counsel, as applicable, of the Issuer except in cases where Trust Indenture Act Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Issuer.

(d) Notwithstanding anything to the contrary in this Section 13.09, the Issuer and the Guarantors shall not be required to comply with all or any portion of Trust Indenture Act Section 314(d) if they reasonably determine that under the terms of Trust Indenture Act Section 314(d) or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Trust Indenture Act Section 314(d) is inapplicable to any release or series of releases of Collateral. [Without limiting the generality of the foregoing, each of the Issuer and the Guarantors may, subject to the other provisions of this Indenture and the applicable Security Documents, among other things, without any release or consent by the Trustee, the Collateral Agent or the Holders, conduct ordinary course activities with respect to the Collateral, including, (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property or assets that is or has become worn out, defective, obsolete or not used or useful in the business of the Issuer and the Guarantors or otherwise in the ordinary course of business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions for any leases, contracts or other agreements or instruments; (iii) surrendering or modifying any franchise, license or permit that it may hold or own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of or adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting, selling or otherwise disposing of accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or payment of interest) from cash that is at any time part of the Collateral in the ordinary course of business; and (ix) abandoning any property (including intellectual property) that is no longer used or useful in the business of the Issuer and the Guarantors.]

[Signatures on following page]

-103-

IQVIA INC.
By:	/s/ Nicholas Childs
Name:	Nicholas Childs
Title:	Vice President and Treasurer

[Signature Page to Indenture]

IQVIA HOLDINGS INC.
By:	/s/ Nicholas Childs
Name:	Nicholas Childs
Title:	Vice President and Treasurer

[Signature Page to Indenture]

BENEFIT HOLDING, INC.

BUZZEOPDMA LLC

DATA NICHE ASSOCIATES, INC.

IMS SOFTWARE SERVICES LTD.

INNOVEX MERGER CORP.

INTERCONTINENTAL MEDICAL STATISTICS INTERNATIONAL, LTD.

IQVIA BIOSCIENCES HOLDINGS LLC

IQVIA BIOTECH LLC

IQVIA CHINAMETRIK INC.

IQVIA COMMERCIAL FINANCE INC.

IQVIA COMMERCIAL INDIA HOLDINGS CORP.

IQVIA COMMERCIAL TRADING CORP.

IQVIA GOVERNMENT SOLUTIONS INC.

IQVIA MEDICAL COMMUNICATIONS & CONSULTING, INC.

IQVIA MEDICAL EDUCATION INC.

IQVIA PHARMA INC.

IQVIA PHARMA SERVICES CORP.

IQVIA PHASE ONE SERVICES LLC

IQVIA RDS ASIA INC.

IQVIA RDS INC.

IQVIA RDS LATIN AMERICA LLC

IQVIA TRADING MANAGEMENT INC.

IQVIA TRANSPORTATION SERVICES CORP.

MED-VANTAGE, INC.

OUTCOME SCIENCES, LLC

QCARE SITE SERVICES, INC.

IQVIA CSMS US INC.

RX INDIA, LLC

TARGETED MOLECULAR DIAGNOSTICS, LLC

VALUEMEDICS RESEARCH, LLC

VCG&A, INC.

VCG-BIO, INC.

Q SQUARED SOLUTIONS LLC

Q SQUARED SOLUTIONS HOLDINGS LLC

By:	/s/ Nicholas Childs
	Name: Nicholas Childs
	Title: Vice President and Treasurer

[Signature Page to Indenture]

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and as Collateral Agent
By:	/s/ Brandon Bonfig
Name:	Brandon Bonfig
Title:	Vice President

[Signature Page to Indenture]

EXHIBIT A

[Form of Face of Note]

[Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provision of the Indenture]

[Insert the Regulation S Temporary Global Note Legend, if applicable pursuant to the provision of the Indenture]

[Insert the Definitive Note Legend, if applicable pursuant to the provision of the Indenture]

CUSIP

ISIN

[RULE 144A][REGULATION S] NOTE

representing up to $1,250,000,000

6.250% Senior Secured Notes due 2029

No. [    ] $[                ]

IQVIA INC.

promises to pay to [                ] or registered assigns,

[the principal sum set forth on the Schedule of Exchange of Interests in the Global Note attached hereto] [the principal sum of $[                ] on February 1, 2029].

Interest Payment Dates: February 1 and August 1, beginning February 1, 2024.

Record Dates: January 15 and July 15

A-1

IN WITNESS HEREOF, the Issuer has caused this instrument to be duly executed.

IQVIA INC.
By:
	Name:
	Title:

A-2

This is one of the Notes referred to in the within-mentioned Indenture:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee
By:
Title:	Authorized Signatory
Dated:

A-3

[Back of Note]

6.250% Senior Secured Notes due 2029

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. IQVIA Inc. (the “Issuer”), promises to pay interest on the principal amount of this Note at a rate per annum of 6.250% from November 28, 2023 until maturity and shall also pay Additional Interest, if any, pursuant to the Registration Rights Agreement. The Issuer will pay interest (which term, as used in this Note, shall include Additional Interest, if any) on this Note semi-annually in arrears on February 1 and August 1 of each year, beginning February 1, 2024 or, if any such day is not a Business Day, on the next succeeding Business Day (each, an “Interest Payment Date”). The Issuer will make each interest payment to the Holder of record of this Note on the immediately preceding January 15 and July 15 (each, a “Record Date”). Interest on this Note will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that the first Interest Payment Date shall be February 1, 2024. The Issuer will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the rate borne by this Note; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the rate borne by this Note. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

2. METHOD OF PAYMENT. The Issuer will pay interest on this Note to the Person who is the registered Holder of this Note at the close of business on the Record Date (whether or not a Business Day) next preceding the Interest Payment Date, even if this Note is cancelled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. Payments of principal of, premium, if any, and interest on the Notes will be payable at the office or agency of one or more Paying Agents maintained by the Issuer pursuant to the Indenture or, at the option of the Issuer, may be made by check mailed to the Holders at their addresses set forth in the Note Register, provided that (a) all payments of principal, premium, if any, and interest on, Notes represented by Global Notes registered in the name of or held by the Depositary or a nominee of the Depositary, as the case may be, or any successor depository will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof, and (b) all payments of principal, interest and premium, if any, on the Definitive Notes will be made by wire transfer to an account maintained by the payee with a bank in the United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such account no later than 30 days immediately preceding the relevant due date for payment (or such other date as the Trustee may accept in its discretion). Such payment shall be in Dollars. If a payment date is on a Legal Holiday, payment will be made on the next succeeding day that is not a Legal Holiday and no interest shall accrue for the intervening period.

3. PAYING AGENT, TRANSFER AGENT AND REGISTRAR. Initially, U.S. Bank Trust Company, National Association will act as the Paying Agent, Registrar and Transfer Agent. The Issuer may change any Paying Agent, Registrar or Transfer Agent without prior notice to any Holder. The Issuer or any of its Subsidiaries may act in any such capacity.

A-4

4. INDENTURE. The Issuer issued the Notes, including this Note, under an Indenture, dated as of November 28, 2023 (as amended and restated on December 19, 2023, the “Indenture”), among IQVIA Inc., the Guarantors and the Trustee and Collateral Agent. The Issuer shall be entitled to issue Additional Notes pursuant to Section 2.01 of the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date of the Indenture (the “Trust Indenture Act”). The Notes are subject to all such terms and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

5. OPTIONAL REDEMPTION.

(a) Except pursuant to clause (b) or (d) of Section 3.07 of the Indenture, the Notes will not be redeemable at the Issuer’s option prior to January 1, 2029 (the “Par Call Date”).

(b) At any time prior to the Par Call Date, the Issuer may, at its option, on one or more occasions redeem all or a part of the Notes, upon notice as set forth in Section 3.03 of the Indenture, at a redemption price equal to the greater of (i) 100.0% of the principal amount of the Notes to be redeemed or (ii) the sum, as calculated by the Issuer, of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed (assuming that such Notes matured on the Par Call Date), exclusive of interest accrued to, but not including, the Redemption Date, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the applicable Treasury Rate plus 30 basis points (any excess of the amount described in this clause (ii) over the amount described in clause (i), the “Make-Whole Premium”), plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(c) On and after the Par Call Date, the Issuer may, at its option, redeem the Notes, in whole or in part, on one or more occasions, upon notice in accordance with Section 3.03 of the Indenture, at a redemption price equal to 100.0% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but not including, the Redemption Date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date.

(d) Any redemption pursuant to Section 3.07 of the Indenture shall be made pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.

6. MANDATORY REDEMPTION; OFFERS TO PURCHASE.

(a) The Issuer will not be required to make any mandatory redemption or sinking fund payments with respect to the Notes.

(b) Under certain circumstances, the Issuer may be required to offer to purchase Notes as described under Section 4.07 of the Indenture.

A-5

7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture, the Issuer shall deliver electronically, mail or cause to be mailed by first-class mail notices of redemption at least 10 days but not more than 60 days before the Redemption Date to each Holder to be redeemed at such Holder’s registered address or otherwise in accordance with Applicable Procedures, except that redemption notices may be mailed or delivered more than 60 days prior to a Redemption Date if the notice is (a) issued in connection with Article VIII or Article XI of the Indenture or (b) subject to one or more conditions precedent and such Redemption Date is delayed until such time as any or all such conditions shall be satisfied (or waived by the Issuer in its sole discretion).

8. OFFERS TO REPURCHASE. Upon the occurrence of a Change of Control Triggering Event, the Issuer shall make a Change of Control Offer in accordance with Section 4.07 of the Indenture.

9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $2,000 and any integral multiple of $1,000 in excess of $2,000. The transfer of Notes shall be registered and Notes may only be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer need not issue, exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Issuer need not issue, exchange or register the transfer of any Notes during the period of 15 days before the mailing of a notice of redemption of Notes to be redeemed or between a Record Date with respect to such Note and the next succeeding Interest Payment Date with respect to such Note.

10. PERSONS DEEMED OWNERS. The registered Holder shall be treated as its owner for all purposes. Only registered Holders shall have rights hereunder.

11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees, the Notes, the Security Documents or the Intercreditor Agreements may be amended or supplemented as provided in the Indenture.

12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 30.0% in principal amount of the then outstanding Notes by notice to the Issuer may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Issuer, all outstanding Notes will become due and payable immediately without further action or notice. Holders may not enforce the Indenture, the Notes, the Guarantees or the Security Documents except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders notice of any continuing Default (except a Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default and its consequences under the Indenture except a continuing Default in payment of the principal of, premium, if any, or interest on, any of the Notes held by a non-consenting Holder. The Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required within twenty (20) Business Days after becoming aware of any Default, to deliver to the Trustee a statement specifying such Default and what action the Issuer is taking or proposes to take with respect thereto.

A-6

13. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated by the manual signature of the Trustee.

14. SECURITY. This Note will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture, the Security Documents and the Intercreditor Agreements. The Collateral Agent holds the Collateral in trust for the benefit of the Trustee, the Holders and the Collateral Agent pursuant to the Security Documents and the Intercreditor Agreements. Each Holder, by accepting this Note, consents and agrees to the terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral) and the Intercreditor Agreements as the same may be in effect or may be amended from time to time in accordance with their terms and the Indenture and authorizes and directs the Collateral Agent to enter into the Security Documents and the Intercreditor Agreements, and to perform its obligations and exercise its rights thereunder in accordance therewith.

15. GOVERNING LAW. THE INDENTURE, THIS NOTE, ANY GUARANTEE, THE SECURITY DOCUMENTS AND THE INTERCREDITOR AGREEMENTS WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16. ADDITIONAL RIGHTS OF HOLDERS. In addition to the rights provided to Holders of the Notes under the Indenture, Holders shall have the rights set forth in the Registration Rights Agreement, including the right to receive Additional Interest.

17. CUSIP AND ISIN NUMBERS. The Issuer in issuing the Notes may use CUSIP and ISIN numbers (if then generally in use) and, if so, the Issuer shall use CUSIP and ISIN numbers in notices of redemption as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Issuer will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to the Issuer at the following address:

IQVIA Inc.

2400 Ellis Rd.

Durham, North Carolina 27703

Attention: General Counsel

A-7

ASSIGNMENT FORM

To assign this Note, fill in the form below.

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint ___________________________ to transfer this Note on the books of the Issuer. The agent may substitute another to act for him.

Date:                     

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-8

[FORM OF CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF A DEFINITIVE REGISTERED NOTE OR ANY OTHER NOTE THAT BEARS OR IS REQUIRED TO BEAR THE PRIVATE PLACEMENT LEGEND]

This certificate relates to $                 principal amount of Notes held in (check applicable box) ☐ book-entry or ☐ definitive registered form by the undersigned.

The undersigned (check one box below):

☐ has requested the Trustee by written order to deliver, in exchange for its beneficial interest in the Global Note held by the Depositary or its nominee, a Definitive Note in definitive, registered form of authorized denominations and an aggregate principal amount equal to its beneficial interest in such Global Note (or the portion thereof indicated above);

☐ has requested the Trustee by written order to exchange or register the transfer of a Note.

In connection with any transfer of any of the Notes evidenced by this certificate occurring prior to the expiration of the period referred to in Rule 144(d) under the Securities Act, the undersigned confirms that such Notes are being transferred in accordance with its terms:

CHECK ONE BOX BELOW

(1) ☐ to the Issuer;

(2) ☐ pursuant to a registration statement that has been declared effective under the U.S. Securities Act of 1933, as amended;

(3) ☐ for so long as the Notes are eligible for resale pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended, to a person it reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended) that purchases for its own account or for the account of a qualified institutional buyer to whom notice is given that the transfer is being made in reliance on Rule 144A;

(4) ☐ pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended; or

(5) ☐ pursuant to another available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any Person other than the registered Holder thereof, provided, however, that if box (5) is checked, the Issuer and the Trustee may require, prior to registering any such transfer of the Notes, such legal opinions, certifications and other information satisfactory to each of them to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended.

Date:                         

A-9

Your Signature:

Sign exactly as your name appears on the other side of this certificate.

Signature Guarantee*:

* (Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor acceptable to the Trustee)

TO BE COMPLETED BY PURCHASER IF (3) ABOVE IS CHECKED.

The undersigned represents and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the U.S. Securities Act of 1933, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s foregoing representations in order to claim the exemption from registration provided by Rule 144A.

Date:                     

Signature:

(to be executed by an executive officer of purchaser)

A-10

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Issuer pursuant to Section 4.07 of the Indenture, check the appropriate box below:

[    ] Section 4.07

If you want to elect to have only part of this Note purchased by the Issuer pursuant to Section 4.07 of the Indenture, state the amount you elect to have purchased (minimum amount of $2,000):

$                 

Date:                     

Your Signature:                                                                         

(Sign exactly as your name appears on the face of

this Note)

Tax Identification No.:                                                            

Signature Guarantee*:                                                       

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-11

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $                . The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of
decrease in
Principal Amount
of this Global
Note Amount of
increase in
Principal
Amount of this
Global Note Principal
Amount of this
Global Note
following such
decrease or
increase Signature of
authorized
signatory of
Trustee or Notes
Custodian

* This schedule should be included only if the Note is issued in global form.

A-12

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

IQVIA Inc.

2400 Ellis Rd.

Durham, North Carolina 27703

Attention: General Counsel

U.S. Bank Trust Company, National Association

Global Corporate Trust Services EP-MN-WS3C

60 Livingston Avenue

St. Paul, MN 55107

Attention: Corporate Trust Administrator for IQVIA Inc.

Fax: + (1) 651-466-7430

Email: brandon.bonfig@usbank.com

Re: 6.250% Senior Secured Notes due 2029

Reference is hereby made to the Indenture, dated as of November 28, 2023 (as amended and restated on December 19, 2023, the “Indenture”), among IQVIA Inc., the Guarantors, and U.S. Bank Trust Company, National Association, as Trustee and Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

[                ] (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $[                ] in such Note[s] or interests (the “Transfer”), to [                 ] (the “Transferee”), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BOOK-ENTRY INTEREST IN THE RELEVANT 144A GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or the Book-Entry Interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

2. [    ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BOOK-ENTRY INTEREST IN THE RELEVANT REGULATION S GLOBAL NOTE OR RELEVANT DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not being made to a person in the United States and (x) at the time

B-1

the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) such Transferor does not know that the transaction was prearranged in the United States, (iii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iv) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (v) if the proposed transfer is being made prior to the expiration of the applicable Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser), and will take delivery only as a Book-Entry Interest transferred through the Depositary. Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred Book-Entry Interest or Definitive Note will be subject to the restrictions on Transfer in the Private Placement Legend printed on the Regulation S Global Note and/or the Definitive Note and in the Indenture and the Securities Act.

3. [    ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BOOK-ENTRY INTEREST IN THE RELEVANT DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Global Notes and Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a) [    ] such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or

(b) [    ] such Transfer is being effected to the Issuer or a subsidiary thereof; or

(c) [    ] such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer.

[Insert Name of Transferor]
By:
	Name:
	Title:

Dated:                         

B-2

ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(a)		[    ]	a Book-Entry Interest in the:
	(i)	[    ]	144A Global Note ([CUSIP: ] [ISIN:    ]), or
	(ii)	[    ]	Regulation S Global Note ([CUSIP: ] [ISIN:    ]), or
(b)		[    ]	a Definitive Note.

2. After the Transfer the Transferee will hold:

[CHECK ONE]

(a)		[    ]	a Book-Entry Interest in the:
	(i)	[    ]	144A Global Note ([CUSIP: ] [ISIN:    ]), or
	(ii)	[    ]	Regulation S Global Note ([CUSIP: ] [ISIN:    ]), or
(b)		[    ]	a Definitive Note, in accordance with the terms of the Indenture.

B-3

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

IQVIA Inc.

2400 Ellis Rd.

Durham, North Carolina 27703

Attention: General Counsel

U.S. Bank Trust Company, National Association

Global Corporate Trust Services EP-MN-WS3C

60 Livingston Avenue

St. Paul, MN 55107

Attention: Corporate Trust Administrator for IQVIA Inc.

Fax: + (1) 651-466-7430

Email: brandon.bonfig@usbank.com

Re: 6.250% Senior Secured Notes due 2029

Reference is hereby made to the Indenture, dated as of November 28, 2023 (as amended and restated on December 19, 2023, the “Indenture”), among IQVIA Inc., the Guarantors, and U.S. Bank Trust Company, National Association, as Trustee and Collateral Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

[             ] (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $[                ] in such Note[s] or interests (the “Exchange”). In connection with the Exchange, the Owner hereby certifies that:

EXCHANGE OF DEFINITIVE NOTES OR BOOK-ENTRY INTERESTS IN GLOBAL NOTES FOR DEFINITIVE NOTES OF THE SAME SERIES OR BENEFICIAL INTERESTS IN GLOBAL NOTES OF THE SAME SERIES

a) [    ] CHECK IF EXCHANGE IS FROM BOOK-ENTRY INTEREST IN A GLOBAL NOTE TO DEFINITIVE NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s beneficial interest in a Global Note for a Definitive Note of the same series with an equal principal amount, the Owner hereby certifies that the Definitive Note is being acquired for the Owner’s own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Definitive Note and in the Indenture and the Securities Act.

b) [    ] CHECK IF EXCHANGE IS FROM DEFINITIVE NOTE TO BOOK-ENTRY INTEREST IN A GLOBAL NOTE OF THE SAME SERIES. In connection with the Exchange of the Owner’s Definitive Note for a beneficial interest in the [CHECK ONE]:

[    ] 144A Global Note or

[    ] Regulation S Global Note

C-1

in each case of the same series, with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Issuer and are dated                 .

C-2

[Insert Name of Transferor]
By:
	Name:
	Title:

C-3

EXHIBIT D

FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

Supplemental Indenture (this “Supplemental Indenture”), dated as of [                ], among [                ] (the “Guaranteeing Subsidiary”), a subsidiary of IQVIA Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) and as collateral agent (the “Collateral Agent”).

W I T N E S S E T H

WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee and the Collateral Agent an Indenture, dated as of November 28, 2023 (as amended and restated on December 19, 2023, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of 6.250% Senior Secured Notes due 2029 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the Collateral Agent are authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

(2) Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture including, but not limited to, Article X thereof.

(3) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their parent companies or subsidiaries (other than the Issuer and the Guarantors) shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

(4) Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(5) Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. This Supplemental Indenture may be executed in multiple counterparts, which, when taken together, shall constitute one instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

(6) Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

(7) The Trustee and the Collateral Agent. Neither the Trustee nor the Collateral Agent shall be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

(8) Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its successors, except as otherwise provided in this Supplemental Indenture. All agreements of the Trustee and the Collateral Agent in this Supplemental Indenture shall bind its successors.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

[GUARANTEEING SUBSIDIARY]
By:
	Name:
	Title:
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and Collateral Agent
By:
	Name:
	Title:

EX-5.1

Exhibit 5.1

ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM

January 5, 2024

IQVIA Inc.

2400 Ellis Road

Durham, North Carolina 27703

Ladies and Gentlemen:

We have acted as counsel to IQVIA Inc., a Delaware corporation (the “Company”), the Guarantors listed in Schedule I hereto (such listed guarantors the “Covered Guarantors”), and the Guarantors listed in Schedule II hereto (such listed guarantors the “Other Guarantors”, and together with the Covered Guarantors, the “Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”) filed by the Company and the Guarantors with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement includes a prospectus (the “Prospectus”) which provides for the issuance by the Company in an exchange offer (the “Exchange Offer”) of (i) $750,000,000 aggregate principal amount of 5.700% Senior Secured Notes due 2028 (the “2028 Registered Notes”), and (ii) $1,250,000,000 aggregate principal amount of 6.250% Senior Secured Notes due 2029 (the “2029 Registered Notes”, and, together with the 2028 Registered Notes, the “Registered Notes”). The Registered Notes will be offered by the Company in exchange for a like principal amount of the Company’s outstanding (i) 5.700% Senior Secured Notes due 2028 (the “2028 Restricted Notes”), and (ii) 6.250% Senior Secured Notes due 2029, respectively (the “2029 Restricted Notes”, and together with the 2028 Restricted Notes, the “Restricted Notes”). The 2028 Registered Notes are to be issued pursuant to an Indenture, dated as of May 23, 2023 (as amended, supplemented or modified through the date hereof, the “2028 Indenture”), between the Company, the Guarantors and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The 2029 Registered Notes are to be issued pursuant to an Indenture, dated as of November 28, 2023 (as amended, supplemented or modified through the date hereof, the “2029 Indenture”, and together with the 2028 Indenture, the “Indentures”), between the Company, the Guarantors and the Trustee. Payment of the Registered Notes will be guaranteed by the Guarantors pursuant to Article 10 of the Indentures.

IQVIA Inc. - 2 -

In connection with this opinion letter, we have examined the Registration Statement and the Indentures, which have been filed with the Commission as exhibits to the Registration Statement. We have also examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, Guarantors and other appropriate persons.

In rendering the opinions set forth below, we have assumed that the Other Guarantors listed in Schedule II hereto (a) are validly existing under the laws of their respective jurisdictions of organization, (b) have the power to execute and deliver the Indentures and the guarantees described therein (the “Guarantees”), and to perform their obligations thereunder and (c) have duly authorized, executed and delivered the Indentures and have duly authorized the Guarantees.

The opinions expressed herein are limited to matters governed by the laws of the State of New York, the State of Illinois, and the Commonwealth of Massachusetts and the Delaware General Corporation Law.

Based upon and subject to the foregoing and the qualifications and limitations set forth below, we are of the opinion that, when (i) the Guarantees have been duly executed and delivered in accordance with the provisions of the Indentures and (ii) the Registered Notes have been duly executed and authenticated in accordance with the provisions of the Indentures and have been delivered against receipt of the Restricted Notes surrendered in exchange therefor upon completion of the Exchange Offer, (a) the Registered Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and (b) the Guarantee by each Guarantor will constitute a valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms.

Our opinions set forth above are subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and similar laws affecting the rights and remedies of creditors generally, (ii) general principles of equity and (iii) the effects of the possible judicial application of foreign laws or foreign governmental or judicial action affecting creditors’ rights. We express no opinion with respect to the applicability of Section 548 of the federal Bankruptcy Code or any comparable provision of state law or the enforceability of the provisions contained in Section 10.02 of the Indentures which purport to limit the obligations of any Guarantor thereunder or the effect of the unenforceability of such provisions on the enforceability of the Guarantees.

Our opinions are also subject to the qualification that the enforceability of provisions in the Indenture providing for indemnification or contribution, broadly worded waivers, waivers of rights to damages or defenses, waivers of unknown or future claims, and waivers of statutory, regulatory or constitutional rights may be limited on public policy or statutory grounds. In addition, we express no opinion with respect to the enforceability of rights to receive prepayment premiums or the unaccrued portion of original issue discount upon acceleration, in each case to the extent determined to be unreasonable or to constitute a penalty or unmatured interest.

-2-

IQVIA Inc. - 3 -

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and the use of our name under the caption “Legal Matters” in the Prospectus. By giving the foregoing consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Ropes & Gray LLP

Ropes & Gray LLP

-3-

Schedule I

Covered Guarantors

BuzzeoPDMA LLC

Data Niche Associates, Inc.

IMS Software Services Ltd.

Intercontinental Medical Statistics International, Ltd.

IQVIA BioSciences Holdings, LLC

IQVIA Biotech LLC (f/k/a Novella Clinical LLC)

IQVIA Chinametrik Inc.

IQVIA Commercial Finance Inc.

IQVIA Commercial India Holdings Corp.

IQVIA Commercial Trading Corp.

IQVIA CSMS US Inc.

IQVIA Government Solutions Inc.

IQVIA Holdings Inc.

IQVIA Medical Education Inc.

IQVIA Trading Management Inc.

IQVIA Transportation Services Corp.

Med-Vantage, Inc.

Outcome Sciences, LLC

Q Squared Solutions Holdings LLC

RX India, LLC

Targeted Molecular Diagnostics, LLC

ValueMedics Research, LLC

VCG&A, Inc.

VCG-BIO, INC.

Schedule II

Other Guarantors

Benefit Holding, Inc.

Innovex Merger Corp.

IQVIA Medical Communications & Consulting, Inc.

IQVIA Pharma Inc.

IQVIA Pharma Services Corp.

IQVIA Phase One Services LLC

IQVIA RDS Asia Inc.

IQVIA RDS Inc.

IQVIA RDS Latin America LLC

Q Squared Solutions LLC

QCare Site Services, Inc.

EX-5.2

Exhibit 5.2

NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, DC SAN FRANCISCO SILICON VALLEY SAN DIEGO LOS ANGELES BOSTON HOUSTON DALLAS FORT WORTH AUSTIN   FIRM and AFFILIATE OFFICES   www.duanemorris.com HANOI HO CHI MINH CITY SHANGHAI ATLANTA BALTIMORE WILMINGTON MIAMI BOCA RATON PITTSBURGH NEWARK LAS VEGAS CHERRY HILL LAKE TAHOE MYANMAR   ALLIANCES IN MEXICO

January 5, 2024

IQVIA Inc.

2400 Ellis Rd.

Durham, North Carolina 27703

Re: Offer to Exchange (i) $750,000,000 aggregate principal amount of unregistered 5.700% Senior Secured Notes due 2028 and (ii) $1,250,000,000 aggregate principal amount of unregistered 6.250% Senior Secured Notes due 2029 (the “Outstanding Notes”) for registered (i) 5.700% Senior Secured Notes due 2028 and (ii) 6.250% Senior Secured Notes due 2029, respectively (the “Exchange Notes”)

Ladies and Gentlemen:

We have acted as special counsel to IQVIA Inc., a North Carolina corporation (the “Company”) in connection with its offer to exchange the Exchange Notes, the issuance of which has been registered under the Securities Act of 1933, as amended, for all of the Outstanding Notes. In addition, we have acted as special counsel to IQVIA Medical Communications & Consulting, Inc., a New Jersey corporation (the “NJ Guarantor”) and IQVIA Phase One Services LLC, a Kansas limited liability company (the “KS Guarantor”, and together with the NJ Guarantor, the “Guarantors”), which are subsidiaries of the Company, that are guarantying the Exchange Notes pursuant to the Indentures, dated May 23, 2023 and November 28, 2023, as amended, among the Company, U.S. Bank Trust Company, National Association, as trustee of the Outstanding Notes, IQVIA Holdings Inc. and certain subsidiaries of the company as guarantors (the “Indentures”). This opinion letter is furnished to you pursuant to your request from the Company and the Guarantors that we provide you certain opinions in connection with the Indentures.

For purposes of rendering this opinion letter, we have examined originals or copies (certified or otherwise identified to our satisfaction) of:

a. the Indentures;

DUANE MORRIS LLP
30 SOUTH 17TH STREET     PHILADELPHIA, PA 19103-4196	PHONE: +1 215 979 1000    FAX: +1 215 979 1020

IQVIA Inc. January 5, 2024 Page 2

b. Certificate of Incorporation of the NJ Guarantor (the “NJ Certificate”) as certified by the Treasurer of the State of New Jersey on December 28, 2023 (the “NJ Certification Date”), and with respect to which the Secretary of the NJ Guarantor has attested to (i) the absence of any amendment to the NJ Certificate, or of any proceedings therefor, since the NJ Certification Date, and (ii) that no action has been taken to dissolve or terminate the NJ Guarantor;

c. By-laws of NJ Guarantor as amended to date;

d. a certificate of good standing of the NJ Guarantor from the Department of the Treasury, Division of Revenue and Enterprise Services, of the State of New Jersey dated January 3, 2024;

e. Articles of Incorporation of the KS Guarantor (the “KS Certificate”) certified by the Secretary of State of the State of Kansas on December 29, 2023 (the “KS Certification Date”), and with respect to which the Secretary of the KS Guarantor has attested to (i) the absence of any amendment to the KS Certificate, or of any proceedings therefor, since the KS Certification Date, and (ii) that no action has been taken to dissolve or terminate the KS Guarantor;

f. By-laws of KS Guarantor as amended to date;

g. a certificate of good standing of KS Guarantor from the Secretary of State of the State of Kansas dated January 3, 2024;

h. Unanimous Written Consents of the Board of Directors of each of the Guarantors relating to the execution of, and performance under, the Indentures by each of the Guarantors; and

We have also examined such other certificates of public officials, such certificates of executive officers of the Company and the Guarantors and such other records, agreements, documents and instruments as we have deemed relevant and necessary as a basis for the opinions hereafter set forth.

In such examination, we have assumed: (i) the genuineness of all signatures; (ii) the legal capacity of all natural persons; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed or other copies and the authenticity of the originals of such documents; and (v) that all records and other information made available to us by the Company and the Guarantors on which we have relied are complete in all material respects. As to all questions of fact material to these opinions, we have relied solely upon the above-referenced certificates or comparable documents, have not performed or had performed any independent research of public records and have assumed that certificates of or other comparable documents from public officials dated prior to the date hereof remain accurate as of the date hereof.

IQVIA Inc. January 5, 2024 Page 3

Based on the foregoing, and subject to the assumptions and qualifications set forth herein, we are of the opinion that:

1) The NJ Guarantor is a corporation validly existing and in good standing under the laws of the State of New Jersey.

2) The KS Guarantor is a corporation validly existing and in good standing under the laws of the State of Kansas.

3) Each of the Guarantors has the requisite corporate power to perform its obligations under the Indenture.

4) The performance by each of the Guarantors of its obligations under the Indentures has been duly authorized by all necessary corporate action on the part of each of the Guarantors.

The opinions expressed herein are limited to (i) the New Jersey Business Corporation Act, (ii) Kansas General Corporation Code and (iii) those laws, rules and regulations of the State of New Jersey and State of Kansas, in each case which, in our experience, without having made any special investigation as to the applicability of any specific law, rules or regulation, are normally applicable to the opinions expressed above (collectively, the “Applicable Laws”). No opinion is expressed as to the effect on the matters covered by this letter of the laws, rules or regulations of (i) the State of New Jersey and the State of Kansas other than the Applicable Laws, or (ii) any jurisdiction other than the State of New Jersey and the State of Kansas.

The opinions expressed herein are rendered as of the date hereof and are based on existing law, which is subject to change. Where our opinions expressed herein refer to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. We do not undertake to advise you of any changes in the opinions expressed herein from matters that may hereafter arise or be brought to our attention or to revise or supplement such opinions should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise.

Our opinions expressed herein are limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

The opinions expressed herein are rendered solely for your benefit in connection with the transactions described herein. Those opinions may not be used or relied upon by any other person (other than your successor by means of merger, consolidation, transfer of a business or similar transaction), nor may this letter or any copies hereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent.

Sincerely,

/s/ Duane Morris LLP

DUANE MORRIS LLP

EX-5.3

Exhibit 5.3

SMITH, ANDERSON, BLOUNT,

DORSETT, MITCHELL & JERNIGAN, L.L.P.

LAWYERS

OFFICES Wells Fargo Capitol Center 150 Fayetteville Street, Suite 2300 Raleigh, North Carolina 27601   ----------------- January 5, 2024 MAILING ADDRESS P.O. Box 2611 Raleigh, North Carolina 27602-2611   -----------------   TELEPHONE: (919) 821-1220 FACSIMILE: (919) 821-6800

IQVIA Inc.

2400 Ellis Road

Durham, North Carolina 27703

Re: IQVIA Inc.

5.700% Senior Secured Notes due 2028

6.250% Senior Secured Notes due 2029

Exchange Offer

Ladies and Gentlemen:

We have acted as North Carolina counsel to IQVIA Inc., a Delaware corporation (the “Company”), and to the direct and indirect subsidiaries of the Company listed on Schedule I attached hereto (each an “Opinion Party,” and collectively the “Opinion Parties”), in connection with the execution and filing with the Securities and Exchange Commission of a registration statement under the Securities Act of 1933 (the “Exchange Offer Registration Statement”) and the transactions contemplated thereby (the “Transactions”). The Exchange Offer Registration Statement includes a prospectus (the “Prospectus”) which provides for the issuance by the Company in an exchange offer of (i) $750,000,000 aggregate principal amount of 5.700% Senior Secured Notes due 2028 (the “2028 Exchange Notes”) and (ii) $1,250,000,000 aggregate principal amount of 6.250% Senior Secured Notes due 2029 (the “2029 Exchange Notes” and together with the 2028 Exchange Notes, the “Exchange Notes”). The 2028 Exchange Notes will be offered by the Company in exchange for a like principal amount of the Company’s outstanding 5.700% Senior Secured Notes due 2028. The 2029 Exchange Notes will be offered by the Company in exchange for a like principal amount of the Company’s outstanding $1,250,000,000 aggregate principal amount of 6.250% Senior Secured Notes due 2029. The 2028 Exchange Notes are to be issued pursuant to an Indenture dated as of May 23, 2023 (as amended, supplemented or modified through the date hereof, the “2028 Indenture”), between the Company, the guarantors named therein and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The 2029 Exchange Notes are to be issued pursuant to an Indenture dated as of November 28, 2023 (as amended, supplemented or modified through the date hereof, the “2029 Indenture” and together with the 2028 Indenture, the “Indentures”), between the Company, the guarantors named therein and the Trustee. Payment of the Exchange Notes will be guaranteed by the Guarantors pursuant to Article 10 of the Indenture.

IQVIA Inc.

January 5, 2024

Page 2

We have reviewed such documents and considered such matters of law and fact as we, in our professional judgment, have deemed necessary to render the opinions contained herein. These documents included, among others:

i. the Exchange Offer Registration Statement;

ii. the Indentures;

iii. a copy of the Articles of Incorporation of each Opinion Party identified as a corporation on Schedule I attached hereto (each a “Corporate Opinion Party”), certified as of the date hereof by an officer of such Corporate Opinion Party;

iv. a copy of the Articles of Organization of each Opinion Party identified as a limited liability company on Schedule I attached hereto (each an “LLC Opinion Party”), certified as of the date hereof by an officer of the sole member of such LLC Opinion Party;

v. a copy of the Bylaws or Amended and Restated Bylaws, as the case may be, of each Corporate Opinion Party, certified as of the date hereof by an officer of such Corporate Opinion Party;

vi. a copy of the Limited Liability Company Agreement of each LLC Opinion Party, certified as of the date hereof by an officer of the sole member of such LLC Opinion Party;

vii. a copy of the unanimous written consent of the directors of each Corporate Opinion Party, relating to the Transactions, certified as of the date hereof by an officer of such Corporate Opinion Party; and

viii. a copy of the written consent of the sole member of each LLC Opinion Party, relating to the Transactions, certified as of the date hereof by an officer of the sole member of such LLC Opinion Party.

The documents referenced in items (i) and (ii) are referred to herein as the “Transaction Documents.” The documents referred in items (iii) through (viii) above are referred to herein as the “Organizational Documents.”

Where we have considered it appropriate, with respect to certain facts we have relied, without investigation or analysis of any underlying data contained therein, upon (i) certificates or other comparable documents of public officials, and (ii) certificates of officers or other appropriate representatives of the Company and the Opinion Parties. In addition, we have examined originals or copies, certified to our satisfaction, of the documents and agreements listed in certificates signed by duly authorized officers of the Opinion Parties dated as of the date hereof.

IQVIA Inc.

January 5, 2024

Page 3

The opinions set forth herein are limited to matters governed by the laws of the State of North Carolina, and we express no opinion as to the laws of any other jurisdiction. This opinion letter has been prepared in accordance with the customary practice of lawyers who regularly give and lawyers who regularly advise recipients regarding opinion letters of this kind.

Based upon and subject to the foregoing and the further assumptions, limitations and qualifications hereinafter expressed, it is our opinion that:

1.	(a)	Each Corporate Opinion Party is a corporation in existence under the laws of the State of North Carolina.
	(b)	Each LLC Opinion Party is a limited liability company in existence under the laws of the State of North Carolina.
2.	(a)	Each Corporate Opinion Party has the corporate power to execute, deliver and perform its obligations under the Transaction Documents.
	(b)	Each LLC Opinion Party has the limited liability company power to execute, deliver and perform its obligations under the Transaction Documents.
3.	(a)	Each Corporate Opinion Party has duly authorized the execution, delivery and performance of the Transaction Documents by all necessary corporate action and has duly executed and delivered the Transaction Documents.
	(b)	Each LLC Opinion Party has duly authorized the execution, delivery and performance of the Transaction Documents by all necessary limited liability company action and has duly executed and delivered the Transaction Documents.
4.	The execution and delivery by each Opinion Party of the Transaction Documents, and the performance by such Opinion Party of its obligations thereunder, do not violate the Organizational Documents of such Opinion Party.
5.	The execution and delivery by the Opinions Parties of the Transaction Documents, and the performance by such Opinion Party of its obligations thereunder, do not violate applicable provisions of statutory laws or regulations.
6.	No consent, approval, authorization or other action by, or filing with, any governmental authority, agency, body or court of the State of North Carolina is required for any Opinion Party’s execution and delivery of the Transaction Documents, or the performance of its obligations thereunder.

IQVIA Inc.

January 5, 2024

Page 4

The opinions expressed above are subject to the following assumptions, qualifications and limitations:

(A) Our opinions are subject to the effect of applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and similar laws affecting the enforcement of creditors’ rights generally.

(B) Our opinions are subject to the effect of general principles of equity (regardless of whether considered in a proceeding in equity or at law), which may, among other things, deny rights of specific performance.

(C) In rendering our opinion in paragraph 1(a) above that each Corporate Opinion Party “is a corporation” and “is in existence,” we have relied solely upon a Certificate of Existence regarding such Corporate Opinion Party issued by the Secretary of State of the State of North Carolina dated as of the date set forth on Schedule I attached hereto. In rendering our opinion in paragraph 1(b) above that each LLC Opinion Party “is a limited liability company” and “is in existence,” we have relied solely upon a Certificate of Existence regarding such LLC Opinion Party issued by the Secretary of State of the State of North Carolina dated as of the date set forth on Schedule I attached hereto.

*    *    *    *    *

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and the use of our name under the caption “Legal Matters” in the Prospectus. Our opinions herein are expressed as of the date hereof, and we undertake no obligation to advise you of changes in applicable law or any other matters that may come to our attention after the date hereof that may affect our opinions expressed herein.

Very truly yours,

/s/ Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.

SMITH, ANDERSON, BLOUNT, DORSETT, MITCHELL & JERNIGAN, L.L.P.

SCHEDULE I

Opinion Parties

Opinion Party	Type	Certificate of Existence
BENEFIT HOLDING, INC.	Corporation	December 11, 2023
INNOVEX MERGER CORP.	Corporation	December 11, 2023
IQVIA PHARMA INC.	Corporation	December 11, 2023
IQVIA PHARMA SERVICES CORP.	Corporation	December 11, 2023
IQVIA RDS ASIA INC.	Corporation	December 11, 2023
IQVIA RDS INC.	Corporation	December 11, 2023
Q SQUARED SOLUTIONS LLC	Limited Liability Company	December 11, 2023
QCARE SITE SERVICES, INC.	Corporation	December 11, 2023
IQVIA RDS LATIN AMERICA LLC	Limited Liability Company	December 11, 2023

EX-10.1

Exhibit 10.1

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated May 23, 2023 (this “Agreement”) is entered into by and among IQVIA Inc., a Delaware corporation (the “Issuer”), IQVIA Holdings Inc., a Delaware corporation (the “Parent”), the subsidiaries of the Issuer party hereto (the “Subsidiary Guarantors” and, together with the Parent, the “Initial Guarantors”) and Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several initial purchasers listed on Schedule II of the Purchase Agreement (as defined below) (the “Initial Purchasers”).

The Issuer, the Initial Guarantors and the Representative are parties to that certain Purchase Agreement, dated May 18, 2023 (the “Purchase Agreement”), which provides for, inter alia, the sale by the Issuer to the Initial Purchasers of $750,000,000 aggregate principal amount of its 5.700% Senior Secured Notes due 2028 (the “Notes”).

The Notes will be issued under that certain Indenture dated as of May 23, 2023 (as amended, supplemented, or otherwise modified from time to time in accordance with its terms, the “Indenture”), among the Issuer, the Parent and U.S. Bank Trust Company, National Association, as trustee and collateral agent. The Initial Guarantors will, jointly and severally, irrevocably and unconditionally, guarantee on a senior secured basis, the obligations of the Issuer, including the due and punctual payment of interest on the Notes (the “Notes Guarantees”). The term “Securities” shall mean the Notes and the Notes Guarantees.

As an inducement to the Representative to enter into the Purchase Agreement, the Issuer and the Initial Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto, intending to be legally bound, agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Additional Interest” shall have the meaning set forth in Section 2(d).

“Additional Guarantors” shall mean any subsidiary of the Issuer that executes a Guarantee under the Indenture after the Closing Date and prior to the consummation of the Exchange Offer Registration or, if applicable, the effectiveness of any Shelf Registration Statement.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“Closing Date” shall mean May 23, 2023, the date of original issuance of the Notes and the Notes Guarantees.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Date” shall have the meaning set forth in Section 2(a)(ii) hereof.

“Exchange Offer” shall mean the exchange offer by the Issuer and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

“Exchange Offer Effectiveness Target Date” shall have the meaning set forth in Section 2(a)(ii) hereof.

“Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Exchange Securities” shall mean the Registered Equivalent Notes (as defined in the Indenture) issued under the Indenture pursuant to this Agreement.

“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Issuer with its consent or used or referred to by the Issuer in connection with the sale of the Securities or the Exchange Securities.

“Guarantees” shall mean the Notes Guarantees and guarantees of the Exchange Securities by the Guarantors under the Indenture.

“Guarantors” shall mean the Initial Guarantors, any Additional Guarantors and any successor of a Guarantor that provides a Guarantee for the Securities.

“Holders” shall mean the Initial Purchasers, for so long as they directly own any Registrable Securities, and each of their respective successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Section 4 and Section 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.

“Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.

“Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.

“Indenture” shall have the meaning set forth in the preamble.

“Initial Guarantors” shall have the meaning set forth in the preamble.

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“Initial Purchasers” shall have the meaning set forth in the preamble.

“Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof.

“Issuer” shall have the meaning set forth in the preamble.

“Issuer Information” shall have the meaning set forth in Section 5(a) hereof.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Issuer or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Issuer shall issue any additional Securities under the Indenture that are entitled to the benefit of registration rights prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.

“Notes” shall have the meaning set forth in the preamble.

“Notes Guarantees” shall have the meaning set forth in the preamble.

“Notice and Questionnaire” shall mean a notice of registration statement and selling security holder questionnaire distributed to a Holder by the Issuer upon receipt of a Shelf Request from such Holder.

“Parent” shall have the meaning set forth in the preamble.

“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

“Participating Holder” shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Issuer in accordance with Section 2(b) hereof.

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

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“Purchase Agreement” shall have the meaning set forth in the preamble.

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities cease to be outstanding, (iii) if the Exchange Offer is made, on or after the Exchange Date therefor with respect to Holders that are eligible to participate in the Exchange Offer but fail to tender such Securities in the Exchange Offer or (iv) when such Securities have been distributed to the public pursuant to Rule 144.

“Registration Default” shall mean the occurrence of any of the following, unless the Securities are earlier redeemed: (i) unless the Exchange Offer is prohibited by any applicable law or applicable interpretations of the Staff, the Exchange Offer Registration Statement has not been declared effective by the SEC (or become automatically effective) on or prior to the Exchange Offer Effectiveness Target Date, (ii) in the event the Issuer and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 2(b) hereof, the Shelf Registration Statement has not been declared effective by the SEC (or become automatically effective) on or prior to the later of (x) 365 days after the Closing Date and (y) the Target Filing Date, (iii) the Exchange Offer has not been consummated within 30 Business Days after the Exchange Offer Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement has been declared effective (or automatically effective) and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable (other than as a result of actions by or circumstances relating to the Holders requesting registration) without being succeeded promptly by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective (or automatically effective) within 20 days of filing such post-effective amendment to such Registration Statement, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Issuer and the Guarantors with this Agreement, including without limitation: (i) all SEC or Financial Industry Regulatory Authority, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of not more than one counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of the Issuer and the Guarantors in preparing (and of any Person in assisting the Issuer and the Guarantors in preparing), word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, any underwriting agreements or other similar agreements and any other documents relating to the Issuer’s and the Guarantors’ performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements of the Issuer and the Guarantors relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Issuer and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable and actual out-of-pocket fees and disbursements of not more than one counsel for the Holders and (viii) the fees and disbursements of the independent registered public accountants of the Issuer and the

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Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement; but excluding fees and expenses of counsel to the Initial Purchasers or any Underwriters or the Holders (other than fees and expenses set forth in clauses (ii) or (vii) above) and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

“Registration Statement” shall mean any registration statement of the Issuer and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Representative” shall have the meaning set forth in the preamble.

“Rule 144” shall mean Rule 144 promulgated under the Securities Act.

“SEC” shall mean the United States Securities and Exchange Commission, or any successor federal agency performing similar functions.

“Securities” shall have the meaning set forth in the preamble.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuer and the Guarantors that covers all or a portion of the Registrable Securities (but, unless such Shelf Registration Statement is an automatic Shelf Registration Statement, no other securities unless approved by a majority of the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. For the avoidance of doubt, “Shelf Registration Statement” shall include any previously filed registration statement of the Issuer that is amended or supplemented to satisfy the foregoing.

“Shelf Request” shall have the meaning set forth in Section 2(b) hereof.

“Staff” shall mean the staff of the SEC.

“Target Filing Date” shall have the meaning set forth in Section 2(b) hereof.

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“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“Underwriter” shall have the meaning set forth in Section 3(e) hereof.

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

2. Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Issuer and the Guarantors shall use commercially reasonable efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities within 270 days after the Closing Date and (ii) have such Registration Statement declared effective promptly thereafter, but in no event later than 365 days after the Closing Date (the “Exchange Offer Effectiveness Target Date”) and, at the request of one or more Participating Broker-Dealers, remain continuously effective until 90 days after the date that it becomes effective, for use by one or more Participating Broker-Dealers (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant thereto). The Issuer and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use commercially reasonable efforts to complete the Exchange Offer not later than 30 Business Days after the Exchange Offer Effectiveness Target Date.

The Issuer and the Guarantors shall commence the Exchange Offer by mailing or delivering the related Prospectus and other accompanying documents, if any, in compliance with the applicable procedures of the depositary holding the Securities stating, in addition to such other disclosures as are required by applicable law, substantially the following:

(i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;

(ii) the Exchange Offer shall remain available for tenders by the Holders of Registrable Securities for a period of at least 20 Business Days from the date the Exchange Offer is commenced (or longer if required by applicable law including in accordance with the requirements of Regulation 14E of the Exchange Act) (the “Exchange Date”);

(iii) that any Registrable Security not tendered by the Exchange Date will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise expressly specified herein;

(iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security to the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the Exchange Date; and

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(v) that any Holder will be entitled to withdraw its election, not later than the close of business on the Exchange Date, by (A) delivering to the institution and at the address specified in the notice, email, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.

As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Issuer and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Issuer or any Guarantor, or if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities, (v) such Holder holds all right, title and interest in and to the Registrable Securities to be exchanged, (vi) such Holder transfers all right, title and interest in the Registrable Securities to the Issuer in exchange for the Exchange Securities free and clear of all liens, encumbrances, or rights or interests of third parties, and (vii) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, a public distribution of Exchange Securities.

As soon as practicable after the Exchange Date, the Issuer and the Guarantors shall:

(i) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and

(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Issuer and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder.

The Issuer and the Guarantors shall use commercially reasonable efforts to complete the Exchange Offer as provided above and shall comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than (a) that the Exchange Offer does not violate in any material respect any applicable law or applicable interpretations of the Staff and (b) as expressly set forth herein, including the making of the representations and warranties referred to in the second preceding paragraph and compliance with the terms and conditions set forth in the third preceding paragraph.

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(b) In the event that (i) the Issuer and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or may not be completed as soon as practicable after the Exchange Date, in each case, because it would violate any applicable law or applicable interpretations of the Staff or (ii) after the filing of the Exchange Offer Registration Statement with the SEC, upon receipt of a written request (a “Shelf Request”) within 20 Business Days after the consummation of the Exchange Offer (x) from any Initial Purchaser or Holder representing that it holds Registrable Securities but is prohibited by applicable law or SEC policy from participating in the Exchange Offer, (y) from any Initial Purchaser or Holder that participates in the Exchange Offer, which represents that it received Exchange Securities that may be sold with only Securities Act restrictions (for the avoidance of doubt, other than restrictions resulting solely by reason of the status of such Initial Purchaser or Holder as an affiliate of the Issuer or any Guarantor) on transfer or (z) from any Initial Purchaser with respect to Registrable Securities that have, or that are reasonably likely to be determined to have, the status of unsold allotments in the original distribution of the Registrable Securities, the Issuer and the Guarantors shall, subject to Section 2(f), use commercially reasonable efforts to cause to be filed as soon as practicable, but in any event within 60 days (such 60th day, the “Target Filing Date”), after such determination date or Shelf Request, as the case may be, a Shelf Registration Statement (which, if permitted, may be an amendment to the Exchange Offer Registration Statement) providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement declared effective promptly; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Issuer as is contemplated by Section 3(b) hereof.

In the event that the Issuer and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (i) of the directly preceding paragraph, the filing of an Exchange Offer Registration Statement in compliance with Section 2(a) above shall be deemed to satisfy the requirement to file a Shelf Registration Statement pursuant to the preceding paragraph, provided that in such event the Issuer and the Guarantors shall remain obligated to use commercially reasonable efforts to cause such Registration Statement to become effective. In the event that the Issuer and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (ii) of the directly preceding paragraph, the Issuer and the Guarantors shall use commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by Participating Holders after completion of the Exchange Offer.

The Issuer and the Guarantors agree to use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, subject to Sections 2(f) and 3(d), until the earlier of the date that is (x) the date that the Securities cease to be Registrable Securities or (y) 365 calendar days following the date that is the earlier of (A) 365 calendar days after the Closing Date (or, if such 365th day is not a Business Day, the next succeeding Business Day) or (B) the date on which the Securities covered by the Shelf Request have been transferred by all Holders (in the case of any Shelf Registration Statement required to be filed pursuant to Section 2(b)(i))

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or all of the Participating Holder(s) making such Shelf Request (in the case of any Shelf Registration Statement required to be filed pursuant to Section 2(b)(ii)) (the period from the effective date thereof to such date, the “Shelf Effectiveness Period”). The Issuer and the Guarantors further agree, subject to Section 2(f), to use commercially reasonable efforts to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuer and the Guarantors for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested in writing pursuant to the notice provision hereof by a Participating Holder of Registrable Securities with respect to information relating to such Holder prior to the end of the Shelf Effectiveness Period, and to use commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Issuer and the Guarantors agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.

(c) The Issuer and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions, its own attorney fees (except as such fees may be covered by clause (vii) of the definition of Registration Expenses) and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

(d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or otherwise becomes effective pursuant to SEC rules. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act or otherwise becomes effective pursuant to SEC rules.

If a Registration Default occurs, the interest rate on the applicable Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period beginning on and including the day such Registration Default occurred and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period in which such Registration Default continues, in each case until and excluding the date such Registration Default ends, up to a maximum increase for all Registration Defaults in the aggregate of 1.00% per annum (collectively, the “Additional Interest”). Following the earlier of (i) the cure of all Registration Defaults relating to any particular Registrable Securities and (ii) the date on which such Registrable Security ceases to be a Registrable Security, the interest rate borne by the relevant Registrable Security will be reduced to the original interest rate borne by such Registrable Security; provided, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) neither the Issuer nor any Guarantor shall be required to pay Additional Interest in excess of the amount described above because more than one Registration Default has occurred and is pending, (ii) a Holder of Registrable Securities who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to such Shelf Registration Statement, (iii) a Holder of Registrable Securities who does not make a Shelf Request shall not be entitled to Additional Interest in respect of a Registration Default pertaining to a Shelf Registration Statement related to such Shelf Request, and (iv) a Holder who cannot take advantage of the Exchange Offer shall not be entitled to Additional Interest in respect of a Registration Default relating to the Exchange Offer.

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(e) Any amounts paid pursuant to Section 2(d) above shall be computed ratably on the basis of twelve 30-day months and shall be paid in cash semi-annually in arrears, with the first semi-annual payment due on the first date an interest payment is made pursuant to the Indenture following the date of such Registration Default.

(f) Notwithstanding anything contained in this Agreement to the contrary, upon the occurrence or existence of a possible acquisition or business combination or other transaction, business development or event involving the Issuer or the Guarantors that may require disclosure in a Registration Statement, if the Issuer determines in the exercise of its reasonable judgment (and not for the purpose of avoidance of its obligations hereunder) that such disclosure is not in the best interests of the Issuer and its stockholders, the Issuer and the Guarantors may delay the filing or the effectiveness, or may suspend the effectiveness, of the Exchange Offer Registration Statement or the Shelf Registration Statement and shall not be required to maintain the effectiveness thereof or amend or supplement the Exchange Offer Registration Statement or the Shelf Registration Statement for one or more periods not to exceed an aggregate of 45 days (whether or not consecutive) during any 12-month period. Any such delay period will not defer the obligations of the Issuer to pay Additional Interest with respect to a Registration Default.

(g) The Issuer and the Guarantors covenant that they (including their agents and representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus.

3. Registration Procedures. (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Issuer and the Guarantors shall in accordance with the terms of this Agreement:

(i) use commercially reasonable efforts to prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Issuer and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

(ii) use commercially reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective (subject to the provisions of Sections 2(f) and 3(d) hereof) for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

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(iii) in the case of a Shelf Registration, use commercially reasonable efforts to furnish to each Participating Holder, to counsel for such Participating Holders (to the extent that the Issuer and the Guarantors have been requested to do so and provided with contact information for such counsel) and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus or preliminary prospectus, and any amendment or supplement thereto, as such Participating Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and, subject to Section 3(c) hereof, the Issuer and the Guarantors consent to the use of such Prospectus or preliminary prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or preliminary prospectus or any amendment or supplement thereto in accordance with applicable law;

(iv) prior to any public offering of Registrable Securities, use commercially reasonable efforts to cooperate with the applicable selling Holders and their counsel to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement becomes effective; use commercially reasonable efforts to cooperate with such Holders in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.; and use commercially reasonable efforts to do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided that neither the Issuer nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) execute or file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation or service of process in any such jurisdiction if it is not so subject;

(v) notify each Holder and any Underwriter and, in the case of a Shelf Registration, notify counsel for each Participating Holder, promptly and, if requested by any such Person, confirm such advice in writing promptly (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective and when any amendment or supplement to the related Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement or the related Prospectus or for additional information, in each case after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Issuer of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Issuer or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar

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agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if the Issuer or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that in the determination of the Issuer or any Guarantor makes any statement of material fact made in such Registration Statement or the related Prospectus untrue or that requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading, (6) of any determination by the Issuer or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus would be appropriate and (7) of any suspension in the effectiveness of a Registration Statement pursuant to Section 2(f) (provided that such notice required under this Section 3(a)(v) in connection with such suspension pursuant to Section 2(f) shall not require the Issuer to disclose the applicable possible acquisition or business combination or other transaction, business development or event if the Issuer determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential);

(vi) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form, as promptly as practicable, and provide prompt notice to each Participating Holder of the withdrawal of any such order or such resolution;

(vii) in the case of a Shelf Registration, use commercially reasonable efforts to furnish to each Participating Holder, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless reasonably requested), in each case, if not available on EDGAR;

(viii) in the case of a Shelf Registration, unless the Registrable Securities are in book-entry or global certificate only form, use commercially reasonable efforts to reasonably cooperate (if applicable) with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Participating Holders may reasonably request at least two Business Days prior to the closing of any sale of Registrable Securities;

(ix) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(v)(5) hereof, use commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Issuer and the

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Guarantors shall notify (it being understood and agreed that no such notice or any notice under Section 3(a)(v)(5) shall include any material non-public information with respect to the relevant event) the Participating Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and such Participating Holders hereby agree to suspend use of the Prospectus until the Issuer and the Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission; provided that neither the Issuer nor the Guarantors shall be required to take any action pursuant this Section 3(a)(ix) during any suspension period pursuant to Sections 2(f) or 3(d) hereof;

(x) in case of a Shelf Registration, a reasonable time prior to the filing of such Registration Statement, any related Prospectus, any amendment to such Registration Statement or amendment or supplement to such Prospectus or of any document that is to be incorporated by reference into such Registration Statement or such Prospectus after initial filing of such Shelf Registration Statement (except for current reports filed on Form 8-K filed in the ordinary course of business), provide copies of such document to the Representative and its counsel and to the Holders of Registrable Securities and their counsel to the extent that the Issuer and the Guarantors have been requested to do so and provided with contact information for such counsel) and make such of the representatives of the Issuer and the Guarantors as shall be reasonably requested by the Representative or its counsel and the Participating Holders or their counsel available for discussion of such document at reasonable times and upon reasonable notice; and the Issuer and the Guarantors shall not, at any time after initial filing of a Shelf Registration Statement, file any Prospectus, any amendment of or any supplement to a Registration Statement or Prospectus or (except for current reports filed on Form 8-K filed in the ordinary course of business) any document that is to be incorporated by reference into a Shelf Registration Statement, or a related Prospectus, of which the Participating Holders of Registrable Securities (and to the extent that the Issuer and the Guarantors have been requested to do so and provided with contact information for such counsel, their counsel) shall not have previously been advised and, to the extent requested, furnished a copy or to which the Representative or its counsel and the Participating Holders of Registrable Securities or their counsel shall reasonably object in writing within five Business Days after the receipt thereof;

(xi) use commercially reasonable efforts to obtain a CUSIP number for all Exchange Securities or Registrable Securities in the case of a Shelf Registration, as the case may be, not later than the initial effective date of a Registration Statement.

(xii) use commercially reasonable efforts to cause the Indenture to continue to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; provide cooperation with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to remain so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to remain so qualified in a timely manner;

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(xiii) in the case of a Shelf Registration, make available for inspection by a representative of the Participating Holders (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority of the Participating Holders and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Issuer and its subsidiaries, and cause the respective officers, directors and employees of the Issuer and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement in each case, as is customary for similar “due diligence” examinations of underwritten offerings; provided that if any such information is identified by the Issuer or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect, the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment or in derogation of the obligations of such Person in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Person and arising out of, based upon, relating to, or involving this Agreement or the Shelf Registration, or any transactions contemplated hereby or thereby or arising hereunder or thereunder, and provided further that the respective officers, director and employees of the Issuer and the Guarantors and other subsidiaries of the Issuer shall not be required to provide any information, and the Issuer and its subsidiaries shall not be required to make available any records, documents or properties, the disclosure or inspection of which is prohibited by the organizational documents of the Issuer or such Guarantor or other subsidiary of the Parent or by law, rule or regulation;

(xiv) [reserved];

(xv) if reasonably requested by any Participating Holder covered by a Shelf Registration Statement pursuant to Section 2(b) hereof, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included therein; and make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Issuer has received notification of the matters to be so included in such filing;

(xvi) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (to the extent requested by the Participating Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Participating Holders and any Underwriters of such Registrable Securities with respect to the business of the Issuer and its subsidiaries and the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers similar to the Issuer to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain customary opinions of counsel to the Issuer and the Guarantors (which opinions, in form, scope and substance, shall be reasonably satisfactory to the Participating Holders and such Underwriters and their respective counsel) addressed to each requesting Participating Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) use commercially reasonable efforts to obtain “comfort” letters from the independent registered public accountants of the Issuer and the Guarantors (and, if necessary, any other independent registered public accountant of any subsidiary of the Issuer or any Guarantor, or of any business

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acquired by the Issuer or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each Participating Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus or Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the Participating Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Issuer and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; it being agreed that the representations and warranties, opinions of counsel and comfort letters delivered in connection with the initial offering of the Securities are customary; and

(xvii) so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition by the Issuer of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart to the Initial Purchasers no later than five Business Days following such Additional Guarantor executing its guarantee under the Indenture.

(b) In the case of a Shelf Registration Statement, the Issuer may require each Holder of Registrable Securities to furnish to the Issuer such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Issuer and the Guarantors may from time to time reasonably request in writing; provided that if a Holder fails to provide the requested information within 10 Business Days after receiving such request, the Issuer or any Guarantor may exclude such Holder’s Registrable Securities from such Shelf Registration Statement; provided further that any failure to provide such information shall not require the Issuer or the Guarantors to pay Additional Interest.

(c) Each Participating Holder agrees that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in Section 3(a)(v)(2), Section 3(a)(v)(3), Section 3(a)(v)(4), Section 3(a)(v)(5), Section 3(a)(v)(6) or Section 3(a)(v)(7) hereof, such Person will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Person’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof and, if so directed by the Issuer and the Guarantors, such Person will deliver to the Issuer and the Guarantors all copies in its possession, other than permanent file copies then in such Person’s possession, of the Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

(d) If the Issuer and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement pursuant to Section 2(f), Section 3(a)(v)(2), Section 3(a)(v)(3), Section 3(a)(v)(4), Section 3(a)(v)(5), Section 3(a)(v)(6) or Section 3(a)(v)(7) that results in suspension of disposition of Registrable Securities pursuant to Section 3(c), the Issuer and the Guarantors shall not be required to maintain the effectiveness thereof during the period of such suspension, and shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement on a day-by-day basis by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions.

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(e) The Participating Holders who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering, subject to the approval of the Issuer and the Guarantors, which approval shall not be unreasonably withheld. All fees, costs and expenses of the Underwriters, except for Registration Expenses, shall be borne solely by the Holders of Registrable Securities.

4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

The parties hereto understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

(b) In light of the above, and notwithstanding the other provisions of this Agreement, the Issuer and the Guarantors agree to use commercially reasonable efforts to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 90 days after the Exchange Date (as such period may be extended pursuant to Section 3(d) hereof), in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Issuer and the Guarantors further agree that, subject to Section 3(c), Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4.

5. Indemnification and Contribution. (a) The Issuer and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including

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any reasonable and actual out of pocket legal or other out of pocket expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such action or claim as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus used in violation of this Agreement or any “issuer information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or information relating to any Holder furnished to the Issuer in writing by the Representative, any Initial Purchaser or any Holder, respectively, expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Issuer and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus used in violation of this Agreement or any Issuer Information.

(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Guarantors, the Initial Purchasers and the other selling Holders, the directors and officers of the Issuer and the Guarantors and each Person, if any, who controls the Issuer, the Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Issuer in writing by such Holder expressly for use in any Registration Statement and any Prospectus. Any underwriting agreement entered into in connection with any Underwritten Offering permitted by Section 3, shall include provisions whereby each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Guarantors, the Initial Purchasers and the selling Holders, the directors and officers of the Issuer and the Guarantors and each Person, if any, who controls the Issuer, the Guarantors, any Initial Purchaser and any selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Issuer in writing by such Underwriter expressly for use in any Registration Statement and any Prospectus.

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(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall assume and control the defense of such action and shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred (except that in the case of any action in respect of which indemnity may be sought pursuant to both Sections 5(a) and 5(b), a Holder shall not be required to assume the defense of such action pursuant to this Section 5(c), but may employ separate counsel and participate in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of the Holder). In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded upon advice of counsel that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case for clauses (i)-(iv), the Indemnifying Person’s obligations shall be only for reasonable and actual outside counsel fees and expenses. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by the Representative, (y) for any other Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders (other than any Initial Purchaser) and (z) in all other cases shall be designated in writing by the Issuer. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. The Indemnifying Person shall not be

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required to indemnify the Indemnified Person under this Section 5 for any amount paid or payable by the Indemnified Person in connection with the settlement of any action, proceeding or investigation without the written consent of the Indemnifying Person, which consent shall not be unreasonably withheld, conditioned or delayed, but if settled with written consent of the Indemnifying Person or if there be a final judgment, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment.

(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuer and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Issuer and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Issuer and the Guarantors on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Issuer, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.

(f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

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(g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Issuer or the Guarantors or the officers or directors of or any Person controlling the Issuer or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

6. General.

(a) No Inconsistent Agreements. The Issuer and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Issuer or any Guarantor under any other agreement in effect as of the date hereof and (ii) neither the Issuer nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Issuer and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent (excluding Registrable Securities held by the Issuer, the Guarantors and their affiliates); provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof that relates exclusively to the rights of Holders whose Registrable Securities are being tendered pursuant to the Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose Registrable Securities are not being tendered pursuant to such Exchange Offer, may be given by the Holders of a majority of the outstanding principal amount of Registrable Securities being tendered pursuant to such Exchange Offer.

(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, email, telecopier/facsimile, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Issuer by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Issuer and the Guarantors, initially at the Issuer’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this

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Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied/faxed; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (solely in their capacity as Initial Purchasers) shall have no liability or obligation to the Issuer or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

(e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Issuer and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder, in each case subject to Section 6(j) hereof.

(f) Counterparts and Execution. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other electronic transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. This Agreement, and any claims, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws rules thereof that would require the application of any other law.

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(i) Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(j) Exclusive Remedy. Notwithstanding anything contained in this Agreement (including without limitation Sections 2, 3 and 4 hereof) or in the Indenture to the contrary, the payment of Additional Interest shall be the only remedy available to the Initial Purchasers and the Holders of Securities for any Registration Default or other failure to comply with this Agreement (other than failure to comply with Section 5 of this Agreement). Each party hereto acknowledges and agrees that the harm caused by a Registration Default would be impossible or very difficult to accurately estimate as of the date hereof, and that the Additional Interest is a reasonable estimate of the anticipated or actual harm that might arise from a Registration Default.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

IQVIA INC.
By:	/s/ Nicholas Childs
	Name:	Nicholas Childs
	Title:	Vice President and Treasurer
IQVIA HOLDINGS INC.
By:	/s/ Nicholas Childs
	Name:	Nicholas Childs
	Title:	Senior Vice President, Investor Relations and Treasury, and Treasurer

[Signature Page to Registration Rights Agreement]

DATA NICHE ASSOCIATES, INC., as a Guarantor TARGETED MOLECULAR DIAGNOSTICS, LLC, as a Guarantor IQVIA CHINAMETRIK INC., as a Guarantor IQVIA GOVERNMENT SOLUTIONS INC., as a Guarantor IQVIA COMMERCIAL FINANCE INC., as a Guarantor IQVIA COMMERCIAL INDIA HOLDINGS CORP., as a Guarantor IQVIA COMMERCIAL TRADING CORP., as a Guarantor IQVIA TRANSPORTATION SERVICES CORP., as a Guarantor IMS SOFTWARE SERVICES LTD., as a Guarantor IQVIA TRADING MANAGEMENT INC., as a Guarantor INTERCONTINENTAL MEDICAL STATISTICS INTERNATIONAL, LTD., as a Guarantor MED-VANTAGE, INC., as a Guarantor OUTCOME SCIENCES, LLC, as a Guarantor Q SQUARED SOLUTIONS HOLDINGS LLC, as a Guarantor RX INDIA, LLC, as a Guarantor SPARTAN LEASING CORPORATION, as a Guarantor VALUEMEDICS RESEARCH, LLC, as a Guarantor BENEFIT HOLDING, INC., as a Guarantor INNOVEX MERGER CORP., as a Guarantor IQVIA CSMS US INC., as a Guarantor IQVIA MEDICAL COMMUNICATIONS & CONSULTING INC., as a Guarantor IQVIA MEDICAL EDUCATION INC., as a Guarantor IQVIA PHARMA INC., as a Guarantor IQVIA PHARMA SERVICES CORP., as a Guarantor IQVIA RDS ASIA INC., as a Guarantor IQVIA RDS BT INC., as a Guarantor IQVIA RDS INC., as a Guarantor IQVIA RDS LATIN AMERICA LLC, as a Guarantor QCARE SITE SERVICES, INC., as a Guarantor Q SQUARED SOLUTIONS LLC, as a Guarantor VCG&A, INC., as a Guarantor VCG-BIO, INC., as a Guarantor BUZZEOPDMA LLC, as a Guarantor IQVIA BIOSCIENCES HOLDINGS, LLC, as a Guarantor IQVIA BIOTECH LLC, as a Guarantor IQVIA PHASE ONE SERVICES LLC, as a Guarantor
By:	/s/ Nicholas Childs
	Name:	Nicholas Childs
	Title:	Vice President and Treasurer

[Signature Page to Registration Rights Agreement]

Confirmed and accepted as of the date first above written:

GOLDMAN SACHS & CO. LLC, as Representative of the Initial Purchasers

By:	/s/ Ariel Fox
	Name: Ariel Fox
	Title: Vice President

[Signature Page to Registration Rights Agreement]

Annex A

Counterpart to Registration Rights Agreement

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of May 23, 2023 by and among IQVIA Inc., a Delaware corporation (the “Issuer”), IQVIA Holdings Inc., a Delaware corporation (the “Parent”), each subsidiary of the Issuer party thereto (the “Subsidiary Guarantors”) and Goldman Sachs & Co. LLC, as representative (the “Representative”) of the initial purchasers listed on Schedule II of the Purchase Agreement (as defined in the Registration Rights Agreement)), to be bound by the terms and provisions of such Registration Rights Agreement.

IN WITNESS WHEREOF, the undersigned has executed this counterpart as of _________ 20[    ].

[NAME]
By:
	Name:
	Title:

EX-10.2

Exhibit 10.2

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT dated November 28, 2023 (this “Agreement”) is entered into by and among IQVIA Inc., a Delaware corporation (the “Issuer”), IQVIA Holdings Inc., a Delaware corporation (the “Parent”), the subsidiaries of the Issuer party hereto (the “Subsidiary Guarantors” and, together with the Parent, the “Initial Guarantors”) and J.P. Morgan Securities LLC, as representative (the “Representative”) of the several initial purchasers listed on Schedule II of the Purchase Agreement (as defined below) (the “Initial Purchasers”).

The Issuer, the Initial Guarantors and the Representative are parties to that certain Purchase Agreement, dated November 14, 2023 (the “Purchase Agreement”), which provides for, inter alia, the sale by the Issuer to the Initial Purchasers of $1,250,000,000 aggregate principal amount of its 6.250% Senior Secured Notes due 2029 (the “Notes”).

The Notes will be issued under that certain Indenture dated as of November 28, 2023 (as amended, supplemented, or otherwise modified from time to time in accordance with its terms, the “Indenture”), among the Issuer, the Parent and U.S. Bank Trust Company, National Association, as trustee and collateral agent. The Initial Guarantors will, jointly and severally, irrevocably and unconditionally, guarantee on a senior secured basis, the obligations of the Issuer, including the due and punctual payment of interest on the Notes (the “Notes Guarantees”). The term “Securities” shall mean the Notes and the Notes Guarantees.

As an inducement to the Representative to enter into the Purchase Agreement, the Issuer and the Initial Guarantors have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto, intending to be legally bound, agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

“Additional Interest” shall have the meaning set forth in Section 2(d).

“Additional Guarantors” shall mean any subsidiary of the Issuer that executes a Guarantee under the Indenture after the Closing Date and prior to the consummation of the Exchange Offer Registration or, if applicable, the effectiveness of any Shelf Registration Statement.

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

“Closing Date” shall mean November 28, 2023, the date of original issuance of the Notes and the Notes Guarantees.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

“Exchange Date” shall have the meaning set forth in Section 2(a)(ii) hereof.

“Exchange Offer” shall mean the exchange offer by the Issuer and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

“Exchange Offer Effectiveness Target Date” shall have the meaning set forth in Section 2(a)(ii) hereof.

“Exchange Offer Registration” shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

“Exchange Offer Registration Statement” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Exchange Securities” shall mean the Registered Equivalent Notes (as defined in the Indenture) issued under the Indenture pursuant to this Agreement.

“Free Writing Prospectus” means each free writing prospectus (as defined in Rule 405 under the Securities Act) prepared by or on behalf of the Issuer with its consent or used or referred to by the Issuer in connection with the sale of the Securities or the Exchange Securities.

“Guarantees” shall mean the Notes Guarantees and guarantees of the Exchange Securities by the Guarantors under the Indenture.

“Guarantors” shall mean the Initial Guarantors, any Additional Guarantors and any successor of a Guarantor that provides a Guarantee for the Securities.

“Holders” shall mean the Initial Purchasers, for so long as they directly own any Registrable Securities, and each of their respective successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Section 4 and Section 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.

“Indemnified Person” shall have the meaning set forth in Section 5(c) hereof.

“Indemnifying Person” shall have the meaning set forth in Section 5(c) hereof.

“Indenture” shall have the meaning set forth in the preamble.

“Initial Guarantors” shall have the meaning set forth in the preamble.

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“Initial Purchasers” shall have the meaning set forth in the preamble.

“Inspector” shall have the meaning set forth in Section 3(a)(xiii) hereof.

“Issuer” shall have the meaning set forth in the preamble.

“Issuer Information” shall have the meaning set forth in Section 5(a) hereof.

“Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of the outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, any Registrable Securities owned directly or indirectly by the Issuer or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount; and provided, further, that if the Issuer shall issue any additional Securities under the Indenture that are entitled to the benefit of registration rights prior to consummation of the Exchange Offer or, if applicable, the effectiveness of any Shelf Registration Statement, such additional Securities and the Registrable Securities to which this Agreement relates shall be treated together as one class for purposes of determining whether the consent or approval of Holders of a specified percentage of Registrable Securities has been obtained.

“Notes” shall have the meaning set forth in the preamble.

“Notes Guarantees” shall have the meaning set forth in the preamble.

“Notice and Questionnaire” shall mean a notice of registration statement and selling security holder questionnaire distributed to a Holder by the Issuer upon receipt of a Shelf Request from such Holder.

“Parent” shall have the meaning set forth in the preamble.

“Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.

“Participating Holder” shall mean any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Issuer in accordance with Section 2(b) hereof.

“Person” shall mean an individual, partnership, limited liability company, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Prospectus” shall mean the prospectus included in, or, pursuant to the rules and regulations of the Securities Act, deemed a part of, a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including a prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by a Shelf Registration Statement, and by all other amendments and supplements to such prospectus, and in each case including any document incorporated by reference therein.

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“Purchase Agreement” shall have the meaning set forth in the preamble.

“Registrable Securities” shall mean the Securities; provided that the Securities shall cease to be Registrable Securities (i) when a Registration Statement with respect to such Securities has become effective under the Securities Act and such Securities have been exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities cease to be outstanding, (iii) if the Exchange Offer is made, on or after the Exchange Date therefor with respect to Holders that are eligible to participate in the Exchange Offer but fail to tender such Securities in the Exchange Offer or (iv) when such Securities have been distributed to the public pursuant to Rule 144.

“Registration Default” shall mean the occurrence of any of the following, unless the Securities are earlier redeemed: (i) unless the Exchange Offer is prohibited by any applicable law or applicable interpretations of the Staff, the Exchange Offer Registration Statement has not been declared effective by the SEC (or become automatically effective) on or prior to the Exchange Offer Effectiveness Target Date, (ii) in the event the Issuer and the Guarantors are required to file a Shelf Registration Statement pursuant to Section 2(b) hereof, the Shelf Registration Statement has not been declared effective by the SEC (or become automatically effective) on or prior to the later of (x) 365 days after the Closing Date and (y) the Target Filing Date, (iii) the Exchange Offer has not been consummated within 30 Business Days after the Exchange Offer Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) any Registration Statement required by this Agreement has been declared effective (or automatically effective) and thereafter either ceases to be effective or the Prospectus contained therein ceases to be usable (other than as a result of actions by or circumstances relating to the Holders requesting registration) without being succeeded promptly by a post-effective amendment to such Registration Statement that cures such failure and that is itself declared effective (or automatically effective) within 20 days of filing such post-effective amendment to such Registration Statement, and such failure to remain effective or usable exists for more than 60 days (whether or not consecutive) in any 12-month period.

“Registration Expenses” shall mean any and all expenses incident to performance of or compliance by the Issuer and the Guarantors with this Agreement, including without limitation: (i) all SEC or Financial Industry Regulatory Authority, Inc. registration and filing fees, (ii) all fees and expenses incurred in connection with compliance with state securities or blue sky laws (including reasonable fees and disbursements of not more than one counsel for any Underwriters or Holders in connection with blue sky qualification of any Exchange Securities or Registrable Securities), (iii) all expenses of the Issuer and the Guarantors in preparing (and of any Person in assisting the Issuer and the Guarantors in preparing), word processing, printing and distributing any Registration Statement, any Prospectus and any amendments or supplements thereto, any underwriting agreements or other similar agreements and any other documents relating to the Issuer’s and the Guarantors’ performance of and compliance with this Agreement, (iv) all rating agency fees, (v) all fees and disbursements of the Issuer and the Guarantors relating to the qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii) the fees and disbursements of counsel for the Issuer and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable and actual out-of-pocket fees and disbursements of not more than one counsel for the Holders and (viii) the fees and disbursements of the independent registered public accountants of the Issuer and the

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Guarantors, including the expenses of any special audits or “comfort” letters required by or incident to the performance of and compliance with this Agreement; but excluding fees and expenses of counsel to the Initial Purchasers or any Underwriters or the Holders (other than fees and expenses set forth in clauses (ii) or (vii) above) and underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

“Registration Statement” shall mean any registration statement of the Issuer and the Guarantors that covers any of the Exchange Securities or Registrable Securities pursuant to the provisions of this Agreement and all amendments and supplements to any such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein.

“Representative” shall have the meaning set forth in the preamble.

“Rule 144” shall mean Rule 144 promulgated under the Securities Act.

“SEC” shall mean the United States Securities and Exchange Commission, or any successor federal agency performing similar functions.

“Securities” shall have the meaning set forth in the preamble.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.

“Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.

“Shelf Registration Statement” shall mean a “shelf” registration statement of the Issuer and the Guarantors that covers all or a portion of the Registrable Securities (but, unless such Shelf Registration Statement is an automatic Shelf Registration Statement, no other securities unless approved by a majority of the Holders whose Registrable Securities are to be covered by such Shelf Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein or deemed a part thereof, all exhibits thereto and any document incorporated by reference therein. For the avoidance of doubt, “Shelf Registration Statement” shall include any previously filed registration statement of the Issuer that is amended or supplemented to satisfy the foregoing.

“Shelf Request” shall have the meaning set forth in Section 2(b) hereof.

“Staff” shall mean the staff of the SEC.

“Target Filing Date” shall have the meaning set forth in Section 2(b) hereof.

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“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to time.

“Trustee” shall mean the trustee with respect to the Securities under the Indenture.

“Underwriter” shall have the meaning set forth in Section 3(e) hereof.

“Underwritten Offering” shall mean an offering in which Registrable Securities are sold to an Underwriter for reoffering to the public.

2. Registration Under the Securities Act. (a) To the extent not prohibited by any applicable law or applicable interpretations of the Staff, the Issuer and the Guarantors shall use commercially reasonable efforts to (i) cause to be filed an Exchange Offer Registration Statement covering an offer to the Holders to exchange all the Registrable Securities for Exchange Securities within 270 days after the Closing Date and (ii) have such Registration Statement declared effective promptly thereafter, but in no event later than 365 days after the Closing Date (the “Exchange Offer Effectiveness Target Date”) and, at the request of one or more Participating Broker-Dealers, remain continuously effective until 90 days after the date that it becomes effective, for use by one or more Participating Broker-Dealers (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold pursuant thereto). The Issuer and the Guarantors shall commence the Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by the SEC and use commercially reasonable efforts to complete the Exchange Offer not later than 30 Business Days after the Exchange Offer Effectiveness Target Date.

The Issuer and the Guarantors shall commence the Exchange Offer by mailing or delivering the related Prospectus and other accompanying documents, if any, in compliance with the applicable procedures of the depositary holding the Securities stating, in addition to such other disclosures as are required by applicable law, substantially the following:

(i) that the Exchange Offer is being made pursuant to this Agreement and that all Registrable Securities validly tendered and not properly withdrawn will be accepted for exchange;

(ii) the Exchange Offer shall remain available for tenders by the Holders of Registrable Securities for a period of at least 20 Business Days from the date the Exchange Offer is commenced (or longer if required by applicable law including in accordance with the requirements of Regulation 14E of the Exchange Act) (the “Exchange Date”);

(iii) that any Registrable Security not tendered by the Exchange Date will remain outstanding and continue to accrue interest but will not retain any rights under this Agreement, except as otherwise expressly specified herein;

(iv) that any Holder electing to have a Registrable Security exchanged pursuant to the Exchange Offer will be required to (A) surrender such Registrable Security to the institution and at the address and in the manner specified in the notice, or (B) effect such exchange otherwise in compliance with the applicable procedures of the depositary for such Registrable Security, in each case prior to the close of business on the Exchange Date; and

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(v) that any Holder will be entitled to withdraw its election, not later than the close of business on the Exchange Date, by (A) delivering to the institution and at the address specified in the notice, email, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Securities delivered for exchange and a statement that such Holder is withdrawing its election to have such Securities exchanged or (B) effecting such withdrawal in compliance with the applicable procedures of the depositary for the Registrable Securities.

As a condition to participating in the Exchange Offer, a Holder will be required to represent to the Issuer and the Guarantors that (i) any Exchange Securities to be received by it will be acquired in the ordinary course of its business, (ii) at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any Person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule 405 under the Securities Act) of the Issuer or any Guarantor, or if it is such an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its own account in exchange for Registrable Securities that were acquired as a result of market-making or other trading activities, then such Holder will deliver a Prospectus (or, to the extent permitted by law, make available a Prospectus to purchasers) in connection with any resale of such Exchange Securities, (v) such Holder holds all right, title and interest in and to the Registrable Securities to be exchanged, (vi) such Holder transfers all right, title and interest in the Registrable Securities to the Issuer in exchange for the Exchange Securities free and clear of all liens, encumbrances, or rights or interests of third parties, and (vii) if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, a public distribution of Exchange Securities.

As soon as practicable after the Exchange Date, the Issuer and the Guarantors shall:

(i) accept for exchange Registrable Securities or portions thereof validly tendered and not properly withdrawn pursuant to the Exchange Offer; and

(ii) deliver, or cause to be delivered, to the Trustee for cancellation all Registrable Securities or portions thereof so accepted for exchange by the Issuer and issue, and cause the Trustee to promptly authenticate and deliver to each Holder, Exchange Securities equal in principal amount to the principal amount of the Registrable Securities tendered by such Holder.

The Issuer and the Guarantors shall use commercially reasonable efforts to complete the Exchange Offer as provided above and shall comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act and other applicable laws and regulations in connection with the Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than (a) that the Exchange Offer does not violate in any material respect any applicable law or applicable interpretations of the Staff and (b) as expressly set forth herein, including the making of the representations and warranties referred to in the second preceding paragraph and compliance with the terms and conditions set forth in the third preceding paragraph.

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(b) In the event that (i) the Issuer and the Guarantors determine that the Exchange Offer Registration provided for in Section 2(a) hereof is not available or may not be completed as soon as practicable after the Exchange Date, in each case, because it would violate any applicable law or applicable interpretations of the Staff or (ii) after the filing of the Exchange Offer Registration Statement with the SEC, upon receipt of a written request (a “Shelf Request”) within 20 Business Days after the consummation of the Exchange Offer (x) from any Initial Purchaser or Holder representing that it holds Registrable Securities but is prohibited by applicable law or SEC policy from participating in the Exchange Offer, (y) from any Initial Purchaser or Holder that participates in the Exchange Offer, which represents that it received Exchange Securities that may be sold with only Securities Act restrictions (for the avoidance of doubt, other than restrictions resulting solely by reason of the status of such Initial Purchaser or Holder as an affiliate of the Issuer or any Guarantor) on transfer or (z) from any Initial Purchaser with respect to Registrable Securities that have, or that are reasonably likely to be determined to have, the status of unsold allotments in the original distribution of the Registrable Securities, the Issuer and the Guarantors shall, subject to Section 2(f), use commercially reasonable efforts to cause to be filed as soon as practicable, but in any event within 60 days (such 60th day, the “Target Filing Date”), after such determination date or Shelf Request, as the case may be, a Shelf Registration Statement (which, if permitted, may be an amendment to the Exchange Offer Registration Statement) providing for the sale of all the Registrable Securities by the Holders thereof and to have such Shelf Registration Statement declared effective promptly; provided that no Holder will be entitled to have any Registrable Securities included in any Shelf Registration Statement, or entitled to use the prospectus forming a part of such Shelf Registration Statement until such Holder shall have delivered a completed and signed Notice and Questionnaire and provided such other information regarding such Holder to the Issuer as is contemplated by Section 3(b) hereof.

In the event that the Issuer and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (i) of the directly preceding paragraph, the filing of an Exchange Offer Registration Statement in compliance with Section 2(a) above shall be deemed to satisfy the requirement to file a Shelf Registration Statement pursuant to the preceding paragraph, provided that in such event the Issuer and the Guarantors shall remain obligated to use commercially reasonable efforts to cause such Registration Statement to become effective. In the event that the Issuer and the Guarantors are required to file a Shelf Registration Statement pursuant to clause (ii) of the directly preceding paragraph, the Issuer and the Guarantors shall use commercially reasonable efforts to file and have become effective both an Exchange Offer Registration Statement pursuant to Section 2(a) hereof with respect to all Registrable Securities and a Shelf Registration Statement (which may be a combined Registration Statement with the Exchange Offer Registration Statement) with respect to offers and sales of Registrable Securities held by Participating Holders after completion of the Exchange Offer.

The Issuer and the Guarantors agree to use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective, subject to Sections 2(f) and 3(d), until the earlier of the date that is (x) the date that the Securities cease to be Registrable Securities or (y) 365 calendar days following the date that is the earlier of (A) 365 calendar days after the Closing Date (or, if such 365th day is not a Business Day, the next succeeding Business Day) or (B) the date on which the Securities covered by the Shelf Request have been transferred by all Holders (in the case of any Shelf Registration Statement required to be filed pursuant to Section 2(b)(i))

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or all of the Participating Holder(s) making such Shelf Request (in the case of any Shelf Registration Statement required to be filed pursuant to Section 2(b)(ii)) (the period from the effective date thereof to such date, the “Shelf Effectiveness Period”). The Issuer and the Guarantors further agree, subject to Section 2(f), to use commercially reasonable efforts to supplement or amend the Shelf Registration Statement and the related Prospectus if required by the rules, regulations or instructions applicable to the registration form used by the Issuer and the Guarantors for such Shelf Registration Statement or by the Securities Act or by any other rules and regulations thereunder or if reasonably requested in writing pursuant to the notice provision hereof by a Participating Holder of Registrable Securities with respect to information relating to such Holder prior to the end of the Shelf Effectiveness Period, and to use commercially reasonable efforts to cause any such amendment to become effective, if required, and such Shelf Registration Statement and Prospectus to become usable as soon as thereafter practicable. The Issuer and the Guarantors agree to furnish to the Participating Holders copies of any such supplement or amendment promptly after its being used or filed with the SEC.

(c) The Issuer and the Guarantors shall pay all Registration Expenses in connection with any registration pursuant to Section 2(a) or Section 2(b) hereof. Each Holder shall pay all underwriting discounts and commissions, brokerage commissions, its own attorney fees (except as such fees may be covered by clause (vii) of the definition of Registration Expenses) and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Securities pursuant to the Shelf Registration Statement.

(d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or otherwise becomes effective pursuant to SEC rules. A Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become effective unless it has been declared effective by the SEC or is automatically effective upon filing with the SEC as provided by Rule 462 under the Securities Act or otherwise becomes effective pursuant to SEC rules.

If a Registration Default occurs, the interest rate on the applicable Registrable Securities will be increased by (i) 0.25% per annum for the first 90-day period beginning on and including the day such Registration Default occurred and (ii) an additional 0.25% per annum with respect to each subsequent 90-day period in which such Registration Default continues, in each case until and excluding the date such Registration Default ends, up to a maximum increase for all Registration Defaults in the aggregate of 1.00% per annum (collectively, the “Additional Interest”). Following the earlier of (i) the cure of all Registration Defaults relating to any particular Registrable Securities and (ii) the date on which such Registrable Security ceases to be a Registrable Security, the interest rate borne by the relevant Registrable Security will be reduced to the original interest rate borne by such Registrable Security; provided, that, if after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Registrable Securities shall again be increased pursuant to the foregoing provisions. Notwithstanding the foregoing, (i) neither the Issuer nor any Guarantor shall be required to pay Additional Interest in excess of the amount described above because more than one Registration Default has occurred and is pending, (ii) a Holder of Registrable Securities who is not entitled to the benefits of a Shelf Registration Statement shall not be entitled to Additional Interest with respect to a Registration Default that pertains to such Shelf Registration Statement, (iii) a Holder of Registrable Securities who does not make a Shelf Request shall not be entitled to Additional Interest in respect of a Registration Default pertaining to a Shelf Registration Statement related to such Shelf Request, and (iv) a Holder who cannot take advantage of the Exchange Offer shall not be entitled to Additional Interest in respect of a Registration Default relating to the Exchange Offer.

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(e) Any amounts paid pursuant to Section 2(d) above shall be computed ratably on the basis of twelve 30-day months and shall be paid in cash semi-annually in arrears, with the first semi-annual payment due on the first date an interest payment is made pursuant to the Indenture following the date of such Registration Default.

(f) Notwithstanding anything contained in this Agreement to the contrary, upon the occurrence or existence of a possible acquisition or business combination or other transaction, business development or event involving the Issuer or the Guarantors that may require disclosure in a Registration Statement, if the Issuer determines in the exercise of its reasonable judgment (and not for the purpose of avoidance of its obligations hereunder) that such disclosure is not in the best interests of the Issuer and its stockholders, the Issuer and the Guarantors may delay the filing or the effectiveness, or may suspend the effectiveness, of the Exchange Offer Registration Statement or the Shelf Registration Statement and shall not be required to maintain the effectiveness thereof or amend or supplement the Exchange Offer Registration Statement or the Shelf Registration Statement for one or more periods not to exceed an aggregate of 45 days (whether or not consecutive) during any 12-month period. Any such delay period will not defer the obligations of the Issuer to pay Additional Interest with respect to a Registration Default.

(g) The Issuer and the Guarantors covenant that they (including their agents and representatives) will not prepare, make, use, authorize, approve or refer to any Free Writing Prospectus.

3. Registration Procedures. (a) In connection with their obligations pursuant to Section 2(a) and Section 2(b) hereof, the Issuer and the Guarantors shall in accordance with the terms of this Agreement:

(i) use commercially reasonable efforts to prepare and file with the SEC a Registration Statement on the appropriate form under the Securities Act, which form (x) shall be selected by the Issuer and the Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the Registrable Securities by the Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements required by the SEC to be filed therewith; and use commercially reasonable efforts to cause such Registration Statement to become effective and remain effective for the applicable period in accordance with Section 2 hereof;

(ii) use commercially reasonable efforts to prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement effective (subject to the provisions of Sections 2(f) and 3(d) hereof) for the applicable period in accordance with Section 2 hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities Act that is applicable to transactions by brokers or dealers with respect to the Registrable Securities or Exchange Securities;

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(iii) in the case of a Shelf Registration, use commercially reasonable efforts to furnish to each Participating Holder, to counsel for such Participating Holders (to the extent that the Issuer and the Guarantors have been requested to do so and provided with contact information for such counsel) and to each Underwriter of an Underwritten Offering of Registrable Securities, if any, without charge, as many copies of each Prospectus or preliminary prospectus, and any amendment or supplement thereto, as such Participating Holder, counsel or Underwriter may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities thereunder; and, subject to Section 3(c) hereof, the Issuer and the Guarantors consent to the use of such Prospectus or preliminary prospectus and any amendment or supplement thereto in accordance with applicable law by each of the Holders of Registrable Securities and any such Underwriters in connection with the offering and sale of the Registrable Securities covered by and in the manner described in such Prospectus or preliminary prospectus or any amendment or supplement thereto in accordance with applicable law;

(iv) prior to any public offering of Registrable Securities, use commercially reasonable efforts to cooperate with the applicable selling Holders and their counsel to register or qualify the Registrable Securities under all applicable state securities or blue sky laws of such jurisdictions as any Holder of Registrable Securities covered by a Registration Statement shall reasonably request in writing by the time the applicable Registration Statement becomes effective; use commercially reasonable efforts to cooperate with such Holders in connection with any filings required to be made with the Financial Industry Regulatory Authority, Inc.; and use commercially reasonable efforts to do any and all other acts and things that may be reasonably necessary or advisable to enable each Holder to complete the disposition in each such jurisdiction of the Registrable Securities owned by such Holder; provided that neither the Issuer nor any Guarantor shall be required to (1) qualify as a foreign corporation or other entity or as a dealer in securities in any such jurisdiction where it would not otherwise be required to so qualify, (2) execute or file any general consent to service of process in any such jurisdiction or (3) subject itself to taxation or service of process in any such jurisdiction if it is not so subject;

(v) notify each Holder and any Underwriter and, in the case of a Shelf Registration, notify counsel for each Participating Holder, promptly and, if requested by any such Person, confirm such advice in writing promptly (1) when a Registration Statement has become effective, when any post-effective amendment thereto has been filed and becomes effective and when any amendment or supplement to the related Prospectus has been filed, (2) of any request by the SEC or any state securities authority for amendments and supplements to a Registration Statement or the related Prospectus or for additional information, in each case after the Registration Statement has become effective, (3) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Issuer of any notice of objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act, (4) if, between the applicable effective date of a Shelf Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Issuer or any Guarantor contained in any underwriting agreement, securities sales agreement or other similar

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agreement, if any, relating to an offering of such Registrable Securities cease to be true and correct in all material respects or if the Issuer or any Guarantor receives any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (5) of the happening of any event during the period a Registration Statement is effective that in the determination of the Issuer or any Guarantor makes any statement of material fact made in such Registration Statement or the related Prospectus untrue or that requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading, (6) of any determination by the Issuer or any Guarantor that a post-effective amendment to a Registration Statement or any amendment or supplement to the Prospectus would be appropriate and (7) of any suspension in the effectiveness of a Registration Statement pursuant to Section 2(f) (provided that such notice required under this Section 3(a)(v) in connection with such suspension pursuant to Section 2(f) shall not require the Issuer to disclose the applicable possible acquisition or business combination or other transaction, business development or event if the Issuer determines in good faith that such acquisition or business combination or other transaction, business development or event should remain confidential);

(vi) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement or, in the case of a Shelf Registration, the resolution of any objection of the SEC pursuant to Rule 401(g)(2), including by filing an amendment to such Shelf Registration Statement on the proper form, as promptly as practicable, and provide prompt notice to each Participating Holder of the withdrawal of any such order or such resolution;

(vii) in the case of a Shelf Registration, use commercially reasonable efforts to furnish to each Participating Holder, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto (without any documents incorporated therein by reference or exhibits thereto, unless reasonably requested), in each case, if not available on EDGAR;

(viii) in the case of a Shelf Registration, unless the Registrable Securities are in book-entry or global certificate only form, use commercially reasonable efforts to reasonably cooperate (if applicable) with the Participating Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends and enable such Registrable Securities to be issued in such denominations and registered in such names (consistent with the provisions of the Indenture) as such Participating Holders may reasonably request at least two Business Days prior to the closing of any sale of Registrable Securities;

(ix) in the case of a Shelf Registration, upon the occurrence of any event contemplated by Section 3(a)(v)(5) hereof, use commercially reasonable efforts to prepare and file with the SEC a supplement or post-effective amendment to such Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered (or, to the extent permitted by law, made available) to purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and the Issuer and the

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Guarantors shall notify (it being understood and agreed that no such notice or any notice under Section 3(a)(v)(5) shall include any material non-public information with respect to the relevant event) the Participating Holders to suspend use of the Prospectus as promptly as practicable after the occurrence of such an event, and such Participating Holders hereby agree to suspend use of the Prospectus until the Issuer and the Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission; provided that neither the Issuer nor the Guarantors shall be required to take any action pursuant this Section 3(a)(ix) during any suspension period pursuant to Sections 2(f) or 3(d) hereof;

(x) in case of a Shelf Registration, a reasonable time prior to the filing of such Registration Statement, any related Prospectus, any amendment to such Registration Statement or amendment or supplement to such Prospectus or of any document that is to be incorporated by reference into such Registration Statement or such Prospectus after initial filing of such Shelf Registration Statement (except for current reports filed on Form 8-K filed in the ordinary course of business), provide copies of such document to the Representative and its counsel and to the Holders of Registrable Securities and their counsel to the extent that the Issuer and the Guarantors have been requested to do so and provided with contact information for such counsel) and make such of the representatives of the Issuer and the Guarantors as shall be reasonably requested by the Representative or its counsel and the Participating Holders or their counsel available for discussion of such document at reasonable times and upon reasonable notice; and the Issuer and the Guarantors shall not, at any time after initial filing of a Shelf Registration Statement, file any Prospectus, any amendment of or any supplement to a Registration Statement or Prospectus or (except for current reports filed on Form 8-K filed in the ordinary course of business) any document that is to be incorporated by reference into a Shelf Registration Statement, or a related Prospectus, of which the Participating Holders of Registrable Securities (and to the extent that the Issuer and the Guarantors have been requested to do so and provided with contact information for such counsel, their counsel) shall not have previously been advised and, to the extent requested, furnished a copy or to which the Representative or its counsel and the Participating Holders of Registrable Securities or their counsel shall reasonably object in writing within five Business Days after the receipt thereof;

(xi) use commercially reasonable efforts to obtain a CUSIP number for all Exchange Securities or Registrable Securities in the case of a Shelf Registration, as the case may be, not later than the initial effective date of a Registration Statement.

(xii) use commercially reasonable efforts to cause the Indenture to continue to be qualified under the Trust Indenture Act in connection with the registration of the Exchange Securities or Registrable Securities, as the case may be; provide cooperation with the Trustee and the Holders to effect such changes to the Indenture as may be required for the Indenture to remain so qualified in accordance with the terms of the Trust Indenture Act; and execute, and use commercially reasonable efforts to cause the Trustee to execute, all documents as may be required to effect such changes and all other forms and documents required to be filed with the SEC to enable the Indenture to remain so qualified in a timely manner;

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(xiii) in the case of a Shelf Registration, make available for inspection by a representative of the Participating Holders (an “Inspector”), any Underwriter participating in any disposition pursuant to such Shelf Registration Statement, any attorneys and accountants designated by a majority of the Participating Holders and any attorneys and accountants designated by such Underwriter, at reasonable times and in a reasonable manner, all pertinent financial and other records, documents and properties of the Issuer and its subsidiaries, and cause the respective officers, directors and employees of the Issuer and the Guarantors to supply all information reasonably requested by any such Inspector, Underwriter, attorney or accountant in connection with a Shelf Registration Statement in each case, as is customary for similar “due diligence” examinations of underwritten offerings; provided that if any such information is identified by the Issuer or any Guarantor as being confidential or proprietary, each Person receiving such information shall take such actions as are reasonably necessary to protect, the confidentiality of such information to the extent such action is otherwise not inconsistent with, an impairment or in derogation of the obligations of such Person in connection with any action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Person and arising out of, based upon, relating to, or involving this Agreement or the Shelf Registration, or any transactions contemplated hereby or thereby or arising hereunder or thereunder, and provided further that the respective officers, director and employees of the Issuer and the Guarantors and other subsidiaries of the Issuer shall not be required to provide any information, and the Issuer and its subsidiaries shall not be required to make available any records, documents or properties, the disclosure or inspection of which is prohibited by the organizational documents of the Issuer or such Guarantor or other subsidiary of the Parent or by law, rule or regulation;

(xiv) [reserved];

(xv) if reasonably requested by any Participating Holder covered by a Shelf Registration Statement pursuant to Section 2(b) hereof, promptly include in a Prospectus supplement or post-effective amendment such information with respect to such Participating Holder as such Participating Holder reasonably requests to be included therein; and make all required filings of such Prospectus supplement or such post-effective amendment as soon as the Issuer has received notification of the matters to be so included in such filing;

(xvi) in the case of a Shelf Registration, enter into such customary agreements and take all such other actions in connection therewith (to the extent requested by the Participating Holders of a majority in principal amount of the Registrable Securities covered by the Shelf Registration Statement) in order to expedite or facilitate the disposition of such Registrable Securities including, but not limited to, an Underwritten Offering and in such connection, (1) to the extent possible, make such representations and warranties to the Participating Holders and any Underwriters of such Registrable Securities with respect to the business of the Issuer and its subsidiaries and the Registration Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference, if any, in each case, in form, substance and scope as are customarily made by issuers similar to the Issuer to underwriters in underwritten offerings and confirm the same if and when requested, (2) obtain customary opinions of counsel to the Issuer and the Guarantors (which opinions, in form, scope and substance, shall be reasonably satisfactory to the Participating Holders and such Underwriters and their respective counsel) addressed to each requesting Participating Holder and Underwriter of Registrable Securities, covering the matters customarily covered in opinions requested in underwritten offerings, (3) use commercially reasonable efforts to obtain “comfort” letters from the independent registered public accountants of the Issuer and the Guarantors (and, if necessary, any other independent registered public accountant of any subsidiary of the Issuer or any Guarantor, or of any business

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acquired by the Issuer or any Guarantor for which financial statements and financial data are or are required to be included in the Registration Statement) addressed to each Participating Holder (to the extent permitted by applicable professional standards) and Underwriter of Registrable Securities, such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters in connection with underwritten offerings, including but not limited to financial information contained in any preliminary prospectus or Prospectus and (4) deliver such documents and certificates as may be reasonably requested by the Participating Holders of a majority in principal amount of the Registrable Securities being sold or the Underwriters, and which are customarily delivered in underwritten offerings, to evidence the continued validity of the representations and warranties of the Issuer and the Guarantors made pursuant to clause (1) above and to evidence compliance with any customary conditions contained in an underwriting agreement; it being agreed that the representations and warranties, opinions of counsel and comfort letters delivered in connection with the initial offering of the Securities are customary; and

(xvii) so long as any Registrable Securities remain outstanding, cause each Additional Guarantor upon the creation or acquisition by the Issuer of such Additional Guarantor, to execute a counterpart to this Agreement in the form attached hereto as Annex A and to deliver such counterpart to the Initial Purchasers no later than five Business Days following such Additional Guarantor executing its guarantee under the Indenture.

(b) In the case of a Shelf Registration Statement, the Issuer may require each Holder of Registrable Securities to furnish to the Issuer such information regarding such Holder and the proposed disposition by such Holder of such Registrable Securities as the Issuer and the Guarantors may from time to time reasonably request in writing; provided that if a Holder fails to provide the requested information within 10 Business Days after receiving such request, the Issuer or any Guarantor may exclude such Holder’s Registrable Securities from such Shelf Registration Statement; provided further that any failure to provide such information shall not require the Issuer or the Guarantors to pay Additional Interest.

(c) Each Participating Holder agrees that, upon receipt of any notice from the Issuer of the happening of any event of the kind described in Section 3(a)(v)(2), Section 3(a)(v)(3), Section 3(a)(v)(4), Section 3(a)(v)(5), Section 3(a)(v)(6) or Section 3(a)(v)(7) hereof, such Person will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Person’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(ix) hereof and, if so directed by the Issuer and the Guarantors, such Person will deliver to the Issuer and the Guarantors all copies in its possession, other than permanent file copies then in such Person’s possession, of the Prospectus covering such Registrable Securities that is current at the time of receipt of such notice.

(d) If the Issuer and the Guarantors shall give any notice to suspend the disposition of Registrable Securities pursuant to a Registration Statement pursuant to Section 2(f), Section 3(a)(v)(2), Section 3(a)(v)(3), Section 3(a)(v)(4), Section 3(a)(v)(5), Section 3(a)(v)(6) or Section 3(a)(v)(7) that results in suspension of disposition of Registrable Securities pursuant to Section 3(c), the Issuer and the Guarantors shall not be required to maintain the effectiveness thereof during the period of such suspension, and shall extend the period during which such Registration Statement shall be maintained effective pursuant to this Agreement on a day-by-day basis by the number of days during the period from and including the date of the giving of such notice to and including the date when the Holders of such Registrable Securities shall have received copies of the supplemented or amended Prospectus necessary to resume such dispositions.

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(e) The Participating Holders who desire to do so may sell such Registrable Securities in an Underwritten Offering. In any such Underwritten Offering, the investment bank or investment banks and manager or managers (each an “Underwriter”) that will administer the offering will be selected by the Holders of a majority in principal amount of the Registrable Securities included in such offering, subject to the approval of the Issuer and the Guarantors, which approval shall not be unreasonably withheld. All fees, costs and expenses of the Underwriters, except for Registration Expenses, shall be borne solely by the Holders of Registrable Securities.

4. Participation of Broker-Dealers in Exchange Offer. (a) The Staff has taken the position that any broker-dealer that receives Exchange Securities for its own account in the Exchange Offer in exchange for Securities that were acquired by such broker-dealer as a result of market-making or other trading activities (a “Participating Broker-Dealer”) may be deemed to be an “underwriter” within the meaning of the Securities Act and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Securities.

The parties hereto understand that it is the Staff’s position that if the Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution containing a statement to the above effect and the means by which Participating Broker-Dealers may resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating Broker-Dealers (or, to the extent permitted by law, made available to purchasers) to satisfy their prospectus delivery obligation under the Securities Act in connection with resales of Exchange Securities for their own accounts, so long as the Prospectus otherwise meets the requirements of the Securities Act.

(b) In light of the above, and notwithstanding the other provisions of this Agreement, the Issuer and the Guarantors agree to use commercially reasonable efforts to amend or supplement the Prospectus contained in the Exchange Offer Registration Statement for a period of up to 90 days after the Exchange Date (as such period may be extended pursuant to Section 3(d) hereof), in order to expedite or facilitate the disposition of any Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above. The Issuer and the Guarantors further agree that, subject to Section 3(c), Participating Broker-Dealers shall be authorized to deliver such Prospectus (or, to the extent permitted by law, make available) during such period in connection with the resales contemplated by this Section 4.

5. Indemnification and Contribution. (a) The Issuer and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including

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any reasonable and actual out of pocket legal or other out of pocket expenses reasonably incurred by such Indemnified Person in connection with investigating or defending any such action or claim as such fees and expenses are incurred), joint or several, that arise out of, or are based upon, (1) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or (2) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus, any Free Writing Prospectus used in violation of this Agreement or any “issuer information” (“Issuer Information”) filed or required to be filed pursuant to Rule 433(d) under the Securities Act, or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case except insofar as such losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Initial Purchaser or information relating to any Holder furnished to the Issuer in writing by the Representative, any Initial Purchaser or any Holder, respectively, expressly for use therein. In connection with any Underwritten Offering permitted by Section 3, the Issuer and the Guarantors, jointly and severally, will also indemnify the Underwriters, if any, their respective affiliates and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested in connection with any Registration Statement, any Prospectus, any Free Writing Prospectus used in violation of this Agreement or any Issuer Information.

(b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Guarantors, the Initial Purchasers and the other selling Holders, the directors and officers of the Issuer and the Guarantors and each Person, if any, who controls the Issuer, the Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Holder furnished to the Issuer in writing by such Holder expressly for use in any Registration Statement and any Prospectus. Any underwriting agreement entered into in connection with any Underwritten Offering permitted by Section 3, shall include provisions whereby each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Issuer, the Guarantors, the Initial Purchasers and the selling Holders, the directors and officers of the Issuer and the Guarantors and each Person, if any, who controls the Issuer, the Guarantors, any Initial Purchaser and any selling Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Issuer in writing by such Underwriter expressly for use in any Registration Statement and any Prospectus.

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(c) If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any Person in respect of which indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the “Indemnified Person”) shall promptly notify the Person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under paragraph (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under paragraph (a) or (b) above. If any such proceeding shall be brought or asserted against an Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying Person shall assume and control the defense of such action and shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding, as incurred (except that in the case of any action in respect of which indemnity may be sought pursuant to both Sections 5(a) and 5(b), a Holder shall not be required to assume the defense of such action pursuant to this Section 5(c), but may employ separate counsel and participate in the defense thereof, but the fees and expenses of such counsel, except as provided below, shall be at the expense of the Holder). In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the Indemnified Person shall have reasonably concluded upon advice of counsel that there may be legal defenses available to it that are different from or in addition to those available to the Indemnifying Person; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case for clauses (i)-(iv), the Indemnifying Person’s obligations shall be only for reasonable and actual outside counsel fees and expenses. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or separate but substantially similar or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial Purchaser shall be designated in writing by the Representative, (y) for any other Holder, its directors and officers and any control Persons of such Holder shall be designated in writing by the Majority Holders (other than any Initial Purchaser) and (z) in all other cases shall be designated in writing by the Issuer. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (A) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (B) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. The Indemnifying Person shall not be

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required to indemnify the Indemnified Person under this Section 5 for any amount paid or payable by the Indemnified Person in connection with the settlement of any action, proceeding or investigation without the written consent of the Indemnifying Person, which consent shall not be unreasonably withheld, conditioned or delayed, but if settled with written consent of the Indemnifying Person or if there be a final judgment, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment.

(d) If the indemnification provided for in paragraphs (a) and (b) above is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Issuer and the Guarantors from the offering of the Securities and the Exchange Securities, on the one hand, and by the Holders from receiving Securities or Exchange Securities registered under the Securities Act, on the other hand, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Issuer and the Guarantors on the one hand and the Holders on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Issuer and the Guarantors on the one hand and the Holders on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Issuer and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The Issuer, the Guarantors and the Holders agree that it would not be just and equitable if contribution pursuant to this Section 5 were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 5, in no event shall a Holder be required to contribute any amount in excess of the amount by which the total price at which the Securities or Exchange Securities sold by such Holder exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 5 are several and not joint.

(f) The remedies provided for in this Section 5 are not exclusive and shall not limit any rights or remedies that may otherwise be available to any Indemnified Person at law or in equity.

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(g) The indemnity and contribution provisions contained in this Section 5 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any Holder or any Person controlling any Initial Purchaser or any Holder, or by or on behalf of the Issuer or the Guarantors or the officers or directors of or any Person controlling the Issuer or the Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale of Registrable Securities pursuant to a Shelf Registration Statement.

6. General.

(a) No Inconsistent Agreements. The Issuer and the Guarantors represent, warrant and agree that (i) the rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of any other outstanding securities issued or guaranteed by the Issuer or any Guarantor under any other agreement in effect as of the date hereof and (ii) neither the Issuer nor any Guarantor has entered into, or on or after the date of this Agreement will enter into, any agreement that is inconsistent with the rights granted to the Holders of Registrable Securities in this Agreement or otherwise conflicts with the provisions hereof.

(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Issuer and the Guarantors have obtained the written consent of Holders of at least a majority in aggregate principal amount of the outstanding Registrable Securities affected by such amendment, modification, supplement, waiver or consent (excluding Registrable Securities held by the Issuer, the Guarantors and their affiliates); provided that no amendment, modification, supplement, waiver or consent to any departure from the provisions of Section 5 hereof shall be effective as against any Holder of Registrable Securities unless consented to in writing by such Holder. Any amendments, modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by a writing executed by each of the parties hereto. Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof that relates exclusively to the rights of Holders whose Registrable Securities are being tendered pursuant to the Exchange Offer, and that does not affect directly or indirectly the rights of other Holders whose Registrable Securities are not being tendered pursuant to such Exchange Offer, may be given by the Holders of a majority of the outstanding principal amount of Registrable Securities being tendered pursuant to such Exchange Offer.

(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail, email, telecopier/facsimile, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most current address given by such Holder to the Issuer by means of a notice given in accordance with the provisions of this Section 6(c), which address initially is, with respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to the Issuer and the Guarantors, initially at the Issuer’s address set forth in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this Section 6(c); and (iii) to such other persons at their respective addresses as provided in the Purchase Agreement and thereafter at such other address, notice of which is given in accordance with the provisions of this

20

Section 6(c). All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied/faxed; and on the next Business Day if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee, at the address specified in the Indenture.

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including, without limitation and without the need for an express assignment, subsequent Holders; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Securities in violation of the terms of the Purchase Agreement or the Indenture. If any transferee of any Holder shall acquire Registrable Securities in any manner, whether by operation of law or otherwise, such Registrable Securities shall be held subject to all the terms of this Agreement, and by taking and holding such Registrable Securities such Person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement and such Person shall be entitled to receive the benefits hereof. The Initial Purchasers (solely in their capacity as Initial Purchasers) shall have no liability or obligation to the Issuer or the Guarantors with respect to any failure by a Holder to comply with, or any breach by any Holder of, any of the obligations of such Holder under this Agreement.

(e) Third Party Beneficiaries. Each Holder shall be a third party beneficiary to the agreements made hereunder between the Issuer and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights or the rights of other Holders hereunder, in each case subject to Section 6(j) hereof.

(f) Counterparts and Execution. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other electronic transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(g) Headings. The headings in this Agreement are for convenience of reference only, are not a part of this Agreement and shall not limit or otherwise affect the meaning hereof.

(h) Governing Law. This Agreement, and any claims, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws rules thereof that would require the application of any other law.

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(i) Entire Agreement; Severability. This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

(j) Exclusive Remedy. Notwithstanding anything contained in this Agreement (including without limitation Sections 2, 3 and 4 hereof) or in the Indenture to the contrary, the payment of Additional Interest shall be the only remedy available to the Initial Purchasers and the Holders of Securities for any Registration Default or other failure to comply with this Agreement (other than failure to comply with Section 5 of this Agreement). Each party hereto acknowledges and agrees that the harm caused by a Registration Default would be impossible or very difficult to accurately estimate as of the date hereof, and that the Additional Interest is a reasonable estimate of the anticipated or actual harm that might arise from a Registration Default.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

IQVIA INC.
By:	/s/ Nicholas Childs
	Name:	Nicholas Childs
	Title:	Vice President and Treasurer
IQVIA HOLDINGS INC.
By:	/s/ Nicholas Childs
	Name:	Nicholas Childs
	Title:	Senior Vice President, Investor Relations and Treasury, and Treasurer

[Signature Page to Registration Rights Agreement]

BENEFIT HOLDING, INC., as a Guarantor

BUZZEOPDMA LLC, as a Guarantor

DATA NICHE ASSOCIATES, INC., as a Guarantor

IMS SOFTWARE SERVICES LTD., as a Guarantor

INNOVEX MERGER CORP., as a Guarantor

INTERCONTINENTAL MEDICAL STATISTICS INTERNATIONAL, LTD., as a Guarantor

IQVIA BIOSCIENCES HOLDINGS, LLC, as a Guarantor

IQVIA BIOTECH LLC, as a Guarantor

IQVIA CHINAMETRIK INC., as a Guarantor

IQVIA COMMERCIAL FINANCE INC., as a Guarantor

IQVIA COMMERCIAL INDIA HOLDINGS CORP., as a Guarantor

IQVIA COMMERCIAL TRADING CORP., as a Guarantor

IQVIA GOVERNMENT SOLUTIONS INC., as a Guarantor

IQVIA MEDICAL COMMUNICATIONS & CONSULTING INC., as a Guarantor

IQVIA MEDICAL EDUCATION INC., as a Guarantor

IQVIA PHARMA INC., as a Guarantor

IQVIA PHARMA SERVICES CORP., as a Guarantor

IQVIA PHASE ONE SERVICES LLC, as a Guarantor

IQVIA RDS ASIA INC., as a Guarantor

IQVIA RDS INC., as a Guarantor

IQVIA RDS LATIN AMERICA LLC, as a Guarantor

IQVIA TRANSPORTATION SERVICES CORP., as a Guarantor

IQVIA TRADING MANAGEMENT INC., as a Guarantor

MED-VANTAGE, INC., as a Guarantor

OUTCOME SCIENCES, LLC, as a Guarantor

Q SQUARED SOLUTIONS HOLDINGS LLC, as a Guarantor

Q SQUARED SOLUTIONS LLC, as a Guarantor

QCARE SITE SERVICES, INC., as a Guarantor

RX INDIA, LLC, as a Guarantor

TARGETED MOLECULAR DIAGNOSTICS, LLC, as a Guarantor

VALUEMEDICS RESEARCH, LLC, as a Guarantor

VCG&A, INC., as a Guarantor

VCG-BIO, INC., as a Guarantor

By:	/s/ Nicholas Childs
Name:	Nicholas Childs
Title:	Vice President and Treasurer

[Signature Page to Registration Rights Agreement]

Confirmed and accepted as of the date first above written:

J.P. MORGAN SECURITIES LLC, as Representative of the Initial Purchasers

By:	/s/ Som Bhattacharyya
	Name: Som Bhattacharyya
	Title: Executive Director

[Signature Page to Registration Rights Agreement]

Annex A

Counterpart to Registration Rights Agreement

The undersigned hereby absolutely, unconditionally and irrevocably agrees as a Guarantor (as defined in the Registration Rights Agreement, dated as of [ ], 2023 by and among IQVIA Inc., a Delaware corporation (the “Issuer”), IQVIA Holdings Inc., a Delaware corporation (the “Parent”), each subsidiary of the Issuer party thereto (the “Subsidiary Guarantors”) and J.P. Morgan Securities LLC, as representative (the “Representative”) of the initial purchasers listed on Schedule II of the Purchase Agreement (as defined in the Registration Rights Agreement)), to be bound by the terms and provisions of such Registration Rights Agreement.

IN WITNESS WHEREOF, the undersigned has executed this counterpart as of _________ 20[    ].

[NAME]
By:
	Name:
	Title:

EX-22.1

Exhibit 22.1

IQVIA Inc.

Subsidiary Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralize a Registrant’s Securities

The following entities are, as of the date of the filing of the registration statement of which this exhibit is a part, guarantors of IQVIA Inc.’s (the “Issuer”) 5.700% Senior Secured Notes due 2028 and 6.250% Senior Secured Notes due 2029 (the “Senior Notes”), of which IQVIA Holdings Inc. (the direct parent of the Issuer, and together with the entities listed below, the “Guarantors”) is also a guarantor. The Senior Notes are secured on a pari passu basis with the Issuer’s senior secured credit facilities, on a first-priority basis (subject to permitted liens), by substantially all of the tangible and intangible assets (subject to certain exceptions) owned by the Issuer and the Guarantors and certain other future indebtedness of the Issuer and the Guarantors:

Entity	State or Other Jurisdiction of Incorporation or Organization	Role
IQVIA Inc.	Delaware	Issuer
IQVIA Holdings Inc.	Delaware	Guarantor
Benefit Holding, Inc.	North Carolina	Guarantor
BuzzeoPDMA LLC	Delaware	Guarantor
Data Niche Associates, Inc.	Illinois	Guarantor
IMS Software Services Ltd.	Delaware	Guarantor
Innovex Merger Corp.	North Carolina	Guarantor
Intercontinental Medical Statistics International, Ltd.	Delaware	Guarantor
IQVIA BioSciences Holdings, LLC	Delaware	Guarantor
IQVIA Biotech LLC (f/k/a Novella Clinical LLC)	Delaware	Guarantor
IQVIA Chinametrik Inc.	Delaware	Guarantor
IQVIA Commercial Finance Inc.	Delaware	Guarantor
IQVIA Commercial India Holdings Corp.	Delaware	Guarantor
IQVIA Commercial Trading Corp.	Delaware	Guarantor
IQVIA CSMS US Inc.	Delaware	Guarantor
IQVIA Government Solutions Inc.	Delaware	Guarantor
IQVIA Medical Communications & Consulting, Inc.	New Jersey	Guarantor
IQVIA Medical Education Inc.	New York	Guarantor
IQVIA Pharma Inc.	North Carolina	Guarantor
IQVIA Pharma Services Corp.	North Carolina	Guarantor
IQVIA Phase One Services LLC	Kansas	Guarantor
IQVIA RDS Asia Inc.	North Carolina	Guarantor
IQVIA RDS Inc.	North Carolina	Guarantor
IQVIA RDS Latin America LLC	North Carolina	Guarantor
IQVIA Trading Management Inc.	Delaware	Guarantor
IQVIA Transportation Services Corp.	Delaware	Guarantor
Med-Vantage, Inc.	Delaware	Guarantor
Outcome Sciences, LLC	Delaware	Guarantor
Q Squared Solutions Holdings LLC	Delaware	Guarantor
Q Squared Solutions LLC	North Carolina	Guarantor
QCare Site Services, Inc.	North Carolina	Guarantor
RX India, LLC	Delaware	Guarantor
Targeted Molecular Diagnostics, LLC	Illinois	Guarantor
ValueMedics Research, LLC	Delaware	Guarantor
VCG&A, Inc.	Massachusetts	Guarantor
VCG-BIO, INC.	Delaware	Guarantor

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of IQVIA Holdings Inc. of our report dated February 15, 2023 relating to the financial statements, financial statement schedules and the effectiveness of internal control over financial reporting, which appears in IQVIA Holdings Inc ‘s Annual Report on Form 10-K for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Raleigh, North Carolina

January 5, 2024

1

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

91-1821036

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Brandon Bonfig

U.S. Bank Trust Company, National Association

60 Livingston Avenue

St. Paul, MN 55107

(651) 466-6619

(Name, address and telephone number of agent for service)

IQVIA INC.

(Issuer with respect to the Securities)

Delaware	06-1506026
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2400 Ellis Road Durham, North Carolina	27703
(Address of Principal Executive Offices)	(Zip Code)

5.700% Senior Secured Notes due 2028

6.250% Senior Secured Notes due 2029

(Title of the Indenture Securities)

TABLE OF ADDITIONAL OBLIGORS

Exact Name of Obligor as Specified in its charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S Employment Identification Number
Benefit Holding, Inc.	North Carolina	56-1954570
BuzzeoPDMA LLC	Delaware	27-3779713
Data Niche Associates, Inc.	Illinois	36-3783531
IMS Software Services Ltd.	Delaware	51-0311418
Innovex Merger Corp.	North Carolina	56-2013855
Intercontinental Medical Statistics International, Ltd.	Delaware	22-3511819
IQVIA BioSciences Holdings, LLC	Delaware	20-2262112
IQVIA Biotech LLC (f/k/a Novella Clinical LLC)	Delaware	56-2095062
IQVIA Chinametrik Inc.	Delaware	06-1510295
IQVIA Commercial Finance Inc.	Delaware	06-1513062
IQVIA Commercial India Holdings Corp.	Delaware	06-1463076
IQVIA Commercial Trading Corp.	Delaware	22-3397225
IQVIA CSMS US Inc.	Delaware	22-3529314
IQVIA Government Solutions Inc.	Delaware	54-1947506
IQVIA Holdings Inc.	Delaware	27-1341991
IQVIA Medical Communications & Consulting, Inc.	New Jersey	22-3436721
IQVIA Medical Education Inc.	New York	13-3835603
IQVIA Pharma Inc.	North Carolina	20-3950764
IQVIA Pharma Services Corp.	North Carolina	20-3950717
IQVIA Phase One Services LLC	Kansas	48-1237287
IQVIA RDS Asia Inc.	North Carolina	56-1825352
IQVIA RDS Inc.	North Carolina	56-1323952
IQVIA RDS Latin America LLC	North Carolina	56-1916259
IQVIA Trading Management Inc.	Delaware	77-0704608
IQVIA Transportation Services Corp.	Delaware	13-3337620
Med-Vantage, Inc.	Delaware	95-4688568
Outcome Sciences, LLC	Delaware	04-3511768
QCare Site Services, Inc.	North Carolina	02-0652527
RX India, LLC	Delaware	06-1463077
Targeted Molecular Diagnostics, LLC	Illinois	20-0617433
ValueMedics Research, LLC	Delaware	03-0509652
VCG&A, Inc.	Massachusetts	20-0406474
VCG-BIO, INC.	Delaware	80-0656409
Q Squared Solutions LLC	North Carolina	56-1755218
Q Squared Solutions Holdings LLC	Delaware	47-4181370

The address, including zip code, and telephone number, including area code, for each additional obligor’s principal executive offices is: c/o IQVIA Holdings Inc., 2400 Ellis Road Durham, North Carolina 27703, (919) 998-2000.

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the Trustee, attached as Exhibit 1.

2. A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

3. A copy of the authorization of the Trustee to exercise corporate trust powers, included as Exhibit 2.

4. A copy of the existing bylaws of the Trustee, attached as Exhibit 4.

5. A copy of each Indenture referred to in Item 4. Not applicable.

6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of Condition of the Trustee as of September 30, 2023, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 5th of January, 2024.

By:	/s/ Brandon Bonfig
	Brandon Bonfig
	Vice President

Exhibit 1

ARTICLES OF ASSOCIATION

OF

U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

For the purpose of organizing an association (the “Association”) to perform any lawful activities of national banks, the undersigned enter into the following Articles of Association:

FIRST. The title of this Association shall be U. S. Bank Trust Company, National Association.

SECOND. The main office of the Association shall be in the city of Portland, county of Multnomah, state of Oregon. The business of the Association will be limited to fiduciary powers and the support of activities incidental to the exercise of those powers. The Association may not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency.

THIRD. The board of directors of the Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association or of a holding company owning the Association, with an aggregate par, fair market, or equity value of not less than $1,000, as of either (i) the date of purchase, (ii) the date the person became a director, or (iii) the date of that person’s most recent election to the board of directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may increase the number of directors up to the maximum permitted by law. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualified or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determined the number of directors of the Association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the Bylaws, or if that day falls on a legal holiday in the state in which the

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Association is located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases, at least 10 days’ advance notice of the meeting shall be given to the shareholders by first-class mail.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares he or she owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by the shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him or her is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal.

FIFTH. The authorized amount of capital stock of the Association shall be 1,000,000 shares of common stock of the par value of ten dollars ($10) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. The Association shall have only one class of capital stock.

No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix.

Transfers of the Association’s stock are subject to the prior written approval of a federal depository institution regulatory agency. If no other agency approval is required, the approval of the Comptroller of the Currency must be obtained prior to any such transfers.

Unless otherwise specified in the Articles of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.

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Unless otherwise specified in the Articles of Association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval.

Unless otherwise provided in the Bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

The Association, at any time and from time to time, may authorize and issue debt obligations, whether subordinated, without the approval of the shareholders. Obligations classified as debt, whether subordinated, which may be issued by the Association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH. The board of directors shall appoint one of its members president of this Association and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the Bylaws.

The board of directors shall have the power to:

(1) Define the duties of the officers, employees, and agents of the Association.

(2) Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the Association.

(3) Fix the compensation and enter employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

(4) Dismiss officers and employees.

(5) Require bonds from officers and employees and to fix the penalty thereof.

(6) Ratify written policies authorized by the Association’s management or committees of the board.

(7) Regulate the manner any increase or decrease of the capital of the Association shall be made; provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.

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(8) Manage and administer the business and affairs of the Association.

(9) Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association.

(10) Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to the shareholders.

(11) Make contracts.

(12) Generally perform all acts that are legal for a board of directors to perform.

SEVENTH. The board of directors shall have the power to change the location of the main office to any authorized branch within the limits of the city of Portland, Oregon, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of the Association for a location outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of the city of Portland, Oregon, but not more than thirty miles beyond such limits. The board of directors shall have the power to establish or change the location of any office or offices of the Association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH. The corporate existence of this Association shall continue until termination according to the laws of the United States.

NINTH. The board of directors of the Association, or any shareholder owning, in the aggregate, not less than 25 percent of the stock of the Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the United States, or waived by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to each shareholder of record at his/her address as shown upon the books of the Association. Unless otherwise provided by the Bylaws, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of the Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount; provided, that the scope of the Association’s activities and services may not be expanded without the prior written approval of the Comptroller of the Currency. The Association’s board of directors may propose one or more amendments to the Articles of Association for submission to the shareholders.

-4-

In witness whereof, we have hereunto set our hands this 11^th of June, 1997.

Exhibit 2

Exhibit 4

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

AMENDED AND RESTATED BYLAWS

ARTICLE I

Meetings of Shareholders

Section 1.1. Annual Meeting. The annual meeting of the shareholders, for the election of directors and the transaction of any other proper business, shall be held at a time and place as the Chairman or President may designate. Notice of such meeting shall be given not less than ten (10) days or more than sixty (60) days prior to the date thereof, to each shareholder of the Association, unless the Office of the Comptroller of the Currency (the “OCC”) determines that an emergency circumstance exists. In accordance with applicable law, the sole shareholder of the Association is permitted to waive notice of the meeting. If, for any reason, an election of directors is not made on the designated day, the election shall be held on some subsequent day, as soon thereafter as practicable, with prior notice thereof. Failure to hold an annual meeting as required by these Bylaws shall not affect the validity of any corporate action or work a forfeiture or dissolution of the Association.

Section 1.2. Special Meetings. Except as otherwise specially provided by law, special meetings of the shareholders may be called for any purpose, at any time by a majority of the board of directors (the “Board”), or by any shareholder or group of shareholders owning at least ten percent of the outstanding stock.

Every such special meeting, unless otherwise provided by law, shall be called upon not less than ten (10) days nor more than sixty (60) days prior notice stating the purpose of the meeting.

Section 1.3. Nominations for Directors. Nominations for election to the Board may be made by the Board or by any shareholder.

Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting and any adjournments of such meeting and shall be filed with the records of the meeting.

Section 1.5. Record Date. The record date for determining shareholders entitled to notice and to vote at any meeting will be thirty days before the date of such meeting, unless otherwise determined by the Board.

Section 1.6. Quorum and Voting. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.

Section 1.7. Inspectors. The Board may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at all annual and special meetings of shareholders.

Section 1.8. Waiver and Consent. The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders.

Section 1.9. Remote Meetings. The Board shall have the right to determine that a shareholder meeting not be held at a place, but instead be held solely by means of remote communication in the manner and to the extent permitted by the General Corporation Law of the State of Delaware.

ARTICLE II

Directors

Section 2.1. Board of Directors. The Board shall have the power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board.

Section 2.2. Term of Office. The directors of this Association shall hold office for one year and until their successors are duly elected and qualified, or until their earlier resignation or removal.

Section 2.3. Powers. In addition to the foregoing, the Board shall have and may exercise all of the powers granted to or conferred upon it by the Articles of Association, the Bylaws and by law.

Section 2.4. Number. As provided in the Articles of Association, the Board of this Association shall consist of no less than five nor more than twenty-five members, unless the OCC has exempted the Association from the twenty-five-member limit. The Board shall consist of a number of members to be fixed and determined from time to time by resolution of the Board or the shareholders at any meeting thereof, in accordance with the Articles of Association. Between meetings of the shareholders held for the purpose of electing directors, the Board

by a majority vote of the full Board may increase the size of the Board but not to more than a total of twenty-five directors, and fill any vacancy so created in the Board; provided that the Board may increase the number of directors only by up to two directors, when the number of directors last elected by shareholders was fifteen or fewer, and by up to four directors, when the number of directors last elected by shareholders was sixteen or more. Each director shall own a qualifying equity interest in the Association or a company that has control of the Association in each case as required by applicable law. Each director shall own such qualifying equity interest in his or her own right and meet any minimum threshold ownership required by applicable law.

Section 2.5. Organization Meeting. The newly elected Board shall meet for the purpose of organizing the new Board and electing and appointing such officers of the Association as may be appropriate. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within thirty days thereafter, at such time and place as the Chairman or President may designate. If, at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting until a quorum is obtained.

Section 2.6. Regular Meetings. The regular meetings of the Board shall be held, without notice, as the Chairman or President may designate and deem suitable.

Section 2.7. Special Meetings. Special meetings of the Board may be called at any time, at any place and for any purpose by the Chairman of the Board or the President of the Association, or upon the request of a majority of the entire Board. Notice of every special meeting of the Board shall be given to the directors at their usual places of business, or at such other addresses as shall have been furnished by them for the purpose. Such notice shall be given at least twelve hours (three hours if meeting is to be conducted by conference telephone) before the meeting by telephone or by being personally delivered, mailed, or electronically delivered. Such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting.

Section 2.8. Quorum and Necessary Vote. A majority of the directors shall constitute a quorum at any meeting of the Board, except when otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. Unless otherwise provided by law or the Articles or Bylaws of this Association, once a quorum is established, any act by a majority of those directors present and voting shall be the act of the Board.

Section 2.9. Written Consent. Except as otherwise required by applicable laws and regulations, the Board may act without a meeting by a unanimous written consent by all directors, to be filed with the Secretary of the Association as part of the corporate records.

Section 2.10. Remote Meetings. Members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone, video or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 2.11. Vacancies. When any vacancy occurs among the directors, the remaining members of the Board may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose.

ARTICLE III

Committees

Section 3.1. Advisory Board of Directors. The Board may appoint persons, who need not be directors, to serve as advisory directors on an advisory board of directors established with respect to the business affairs of either this Association alone or the business affairs of a group of affiliated organizations of which this Association is one. Advisory directors shall have such powers and duties as may be determined by the Board, provided, that the Board’s responsibility for the business and affairs of this Association shall in no respect be delegated or diminished.

Section 3.2. Trust Audit Committee. At least once during each calendar year, the Association shall arrange for a suitable audit (by internal or external auditors) of all significant fiduciary activities under the direction of its trust audit committee, a function that will be fulfilled by the Audit Committee of the financial holding company that is the ultimate parent of this Association. The Association shall note the results of the audit (including significant actions taken as a result of the audit) in the minutes of the Board. In lieu of annual audits, the Association may adopt a continuous audit system in accordance with 12 C.F.R. § 9.9(b).

The Audit Committee of the financial holding company that is the ultimate parent of this Association, fulfilling the function of the trust audit committee:

(1) Must not include any officers of the Association or an affiliate who participate significantly in the administration of the Association’s fiduciary activities; and

(2) Must consist of a majority of members who are not also members of any committee to which the Board has delegated power to manage and control the fiduciary activities of the Association.

Section 3.3. Executive Committee. The Board may appoint an Executive Committee which shall consist of at least three directors and which shall have, and may exercise, to the extent permitted by applicable law, all the powers of the Board between meetings of the Board or otherwise when the Board is not meeting.

Section 3.4. Trust Management Committee. The Board of this Association shall appoint a Trust Management Committee to provide oversight of the fiduciary activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust Management Committee or such sub-committees, officers or others as may be duly designated by the Trust Management Committee shall oversee the processes related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance and the closing out or relinquishment of all trusts. The Trust Management Committee will provide regular reports of its activities to the Board.

Section 3.5. Other Committees. The Board may appoint, from time to time, committees of one or more persons who need not be directors, for such purposes and with such powers as the Board may determine; however, the Board will not delegate to any committee any powers or responsibilities that it is prohibited from delegating under any law or regulation. In addition, either the Chairman or the President may appoint, from time to time, committees of one or more officers, employees, agents or other persons, for such purposes and with such powers as either the Chairman or the President deems appropriate and proper. Whether appointed by the Board, the Chairman, or the President, any such committee shall at all times be subject to the direction and control of the Board.

Section 3.6. Meetings, Minutes and Rules. An advisory board of directors and/or committee shall meet as necessary in consideration of the purpose of the advisory board of directors or committee, and shall maintain minutes in sufficient detail to indicate actions taken or recommendations made; unless required by the members, discussions, votes or other specific details need not be reported. An advisory board of directors or a committee may, in consideration of its purpose, adopt its own rules for the exercise of any of its functions or authority.

ARTICLE IV

Officers

Section 4.1. Chairman of the Board. The Board may appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board. The Chairman shall supervise the carrying out of the policies adopted or approved by the Board; shall have general executive powers, as well as the specific powers conferred by these Bylaws; and shall also have and may exercise such powers and duties as from time to time may be conferred upon or assigned by the Board.

Section 4.2. President. The Board may appoint one of its members to be President of the Association. In the absence of the Chairman, the President shall preside at any meeting of the Board. The President shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of President, or imposed by these Bylaws. The President shall also have and may exercise such powers and duties as from time to time may be conferred or assigned by the Board.

Section 4.3. Vice President. The Board may appoint one or more Vice Presidents who shall have such powers and duties as may be assigned by the Board and to perform the duties of the President on those occasions when the President is absent, including presiding at any meeting of the Board in the absence of both the Chairman and President.

Section 4.4. Secretary. The Board shall appoint a Secretary, or other designated officer who shall be Secretary of the Board and of the Association, and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these Bylaws to be given; shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association; shall, upon request, authenticate any records of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the Secretary, or imposed by these Bylaws; and shall also perform such other duties as may be assigned from time to time by the Board. The Board may appoint one or more Assistant Secretaries with such powers and duties as the Board, the President or the Secretary shall from time to time determine.

Section 4.5. Other Officers. The Board may appoint, and may authorize the Chairman, the President or any other officer to appoint, any officer as from time to time may appear to the Board, the Chairman, the President or such other officer to be required or desirable to transact the business of the Association. Such officers shall exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by these Bylaws, the Board, the Chairman, the President or such other authorized officer. Any person may hold two offices.

Section 4.6. Tenure of Office. The Chairman or the President and all other officers shall hold office until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the Board or authorized officer to discharge any officer at any time.

ARTICLE V

Stock

Section 5.1. The Board may authorize the issuance of stock either in certificated or in uncertificated form. Certificates for shares of stock shall be in such form as the Board may from time to time prescribe. If the Board issues certificated stock, the certificate shall be signed by the President, Secretary or any other such officer as the Board so determines. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to such person’s shares, succeed to all rights of the prior holder of such shares. Each certificate of stock shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. The Board may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association for stock transfers, voting at shareholder meetings, and related matters, and to protect it against fraudulent transfers.

ARTICLE VI

Corporate Seal

Section 6.1. The Association shall have no corporate seal; provided, however, that if the use of a seal is required by, or is otherwise convenient or advisable pursuant to, the laws or regulations of any jurisdiction, the following seal may be used, and the Chairman, the President, the Secretary and any Assistant Secretary shall have the authority to affix such seal:

ARTICLE VII

Miscellaneous Provisions

Section 7.1. Execution of Instruments. All agreements, checks, drafts, orders, indentures, notes, mortgages, deeds, conveyances, transfers, endorsements, assignments, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, guarantees, proxies and other instruments or documents may be signed, countersigned, executed, acknowledged, endorsed, verified, delivered or accepted on behalf of the Association, whether in a fiduciary capacity or otherwise, by any officer of the Association, or such employee or agent as may be designated from time to time by the Board by resolution, or by the Chairman or the President by written instrument, which resolution or instrument shall be certified as in effect by the Secretary or an Assistant Secretary of the Association. The provisions of this section are supplementary to any other provision of the Articles of Association or Bylaws.

Section 7.2. Records. The Articles of Association, the Bylaws as revised or amended from time to time and the proceedings of all meetings of the shareholders, the Board, and standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, or other officer appointed to act as Secretary of the meeting.

Section 7.3. Trust Files. There shall be maintained in the Association files all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 7.4. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and according to law. Where such instrument does not specify the character and class of investments to be made and does not vest in the Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under law.

Section 7.5. Notice. Whenever notice is required by the Articles of Association, the Bylaws or law, such notice shall be by mail, postage prepaid, e- mail, in person, or by any other means by which such notice can reasonably be expected to be received, using the address of the person to receive such notice, or such other personal data, as may appear on the records of the Association.

Except where specified otherwise in these Bylaws, prior notice shall be proper if given not more than 30 days nor less than 10 days prior to the event for which notice is given.

ARTICLE VIII

Indemnification

Section 8.1. The Association shall indemnify such persons for such liabilities in such manner under such circumstances and to such extent as permitted by Section 145 of the Delaware General Corporation Law, as now enacted or hereafter amended. The Board may authorize the purchase and maintenance of insurance and/or the execution of individual agreements for the purpose of such indemnification, and the Association shall advance all reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding to all persons entitled to indemnification under this Section 8.1. Such insurance shall be consistent with the requirements of 12 C.F.R. § 7.2014 and shall exclude coverage of liability for a formal order assessing civil money penalties against an institution-affiliated party, as defined at 12 U.S.C. § 1813(u).

Section 8.2. Notwithstanding Section 8.1, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements of 12 U.S.C. § 1828(k) and the implementing regulations thereunder; and (b) any indemnification payments and advancement of costs and expenses to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), in cases involving an administrative proceeding or civil action not initiated by a federal banking agency, shall be in accordance with Delaware General Corporation Law and consistent with safe and sound banking practices.

ARTICLE IX

Bylaws: Interpretation and Amendment

Section 9.1. These Bylaws shall be interpreted in accordance with and subject to appropriate provisions of law, and may be added to, altered, amended, or repealed, at any regular or special meeting of the Board.

Section 9.2. A copy of the Bylaws and all amendments shall at all times be kept in a convenient place at the principal office of the Association, and shall be open for inspection to all shareholders during Association hours.

ARTICLE X

Miscellaneous Provisions

Section 10.1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January in each year and shall end on the thirty-first day of December following.

Section 10.2. Governing Law. This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations or bank safety and soundness.

***

(February 8, 2021)

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: January 5, 2024

By:	/s/ Brandon Bonfig
	Brandon Bonfig
	Vice President

Exhibit 7

U.S. Bank Trust Company, National Association

Statement of Financial Condition

as of 09/30/2023

($000’s)

	09/30/2023
Assets
Cash and Balances Due From Depository Institutions	$	971,860
Securities		4,247
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		1,548
Intangible Assets		579,147
Other Assets		165,346
Total Assets	$	1,722,148
Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		226,499
Total Liabilities	$	226,499
Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		323,814
Minority Interest in Subsidiaries		0
Total Equity Capital	$	1,495,649
Total Liabilities and Equity Capital	$	1,722,148

EX-99.1

Exhibit 99.1

IQVIA INC.

LETTER OF TRANSMITTAL

OFFER TO EXCHANGE

$750,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 5.700% SENIOR SECURED NOTES DUE 2028

AND

$1,250,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 6.250% SENIOR SECURED NOTES DUE 2029,

THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

FOR

ALL OF ITS OUTSTANDING 5.700% SENIOR SECURED NOTES DUE 2028

AND

ALL OF ITS OUTSTANDING 6.250% SENIOR SECURED NOTES DUE 2029

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,

NEW YORK CITY TIME, ON         , 2024 (THE “EXPIRATION DATE”) UNLESS EXTENDED.

The Exchange Agent is:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

By Regular Mail or Overnight Courier: U.S. Bank Trust Company, National Association c/o 111 Fillmore Ave E. St. Paul, MN 55107 Attn: Specialized Finance
By Registered or Certified Mail: U.S. Bank Trust Company, National Association c/o 111 Fillmore Ave E. St. Paul, MN 55107 Attn: Specialized Finance	In Person by Hand Only: U.S. Bank Trust Company, National Association c/o 111 Fillmore Ave E. St. Paul, MN 55107 Attn: Specialized Finance

Delivery of this Letter of Transmittal to an address other than as set forth above or transmission via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.

The undersigned acknowledges receipt of the Prospectus dated January 5, 2024 (the “Prospectus”) of IQVIA Inc. (the “Issuer”), and this Letter of Transmittal (the “Letter of Transmittal”), which together describe the Issuer’s offer (the “Exchange Offer”) to exchange (i) its 5.700% Senior Secured Notes due 2028 which have been registered under the Securities Act of 1933, as amended (the “Securities Act”) (the “2028 Registered Notes”) for its outstanding 5.700% Senior Secured Notes due 2028 (the “2028 Restricted Notes”) and (ii) its 6.250% Senior Secured Notes due

2029 which have been registered under the Securities Act (the “2029 Registered Notes”, and together with the 2028 Registered Notes, the “Registered Notes”) for its outstanding 6.250% Senior Secured Notes due 2028 (the “2028 Restricted Notes”, and together with the 2028 Registered Notes, the “Registered Notes”) from the holders thereof.

The terms of the 2028 Registered Notes and the 2029 Registered Notes are substantially identical (including principal amount, interest rate and maturity) to the terms of the 2028 Restricted Notes and 2029 Restricted Notes, respectively, for which they may be exchanged pursuant to the Exchange Offer, except that (i) the 2028 Registered Notes will not be subject to the restrictions on transfer or to any increase in the annual interest rate for failure to comply with the Registration Rights Agreement, dated May 23, 2023, among the Issuer, IQVIA Holdings Inc., subsidiary guarantors of the Issuer, and Goldman Sachs & Co. LLC, as representative of the initial purchasers of the 2028 Registered Notes, (ii) the 2029 Registered Notes will not be subject to the restrictions on transfer or to any increase in the annual interest rate for failure to comply with the Registration Rights Agreement, dated November 28, 2023, among the Issuer, IQVIA Holdings Inc., subsidiary guarantors of the Issuer, and J.P. Morgan Securities LLC, as representative of the initial purchasers of the 2029 Registered Notes (together with the Registration Rights Agreement dated May 23, 2023, the “Registration Rights Agreements”), (iii) the issuance of the Registered Notes is registered under the Securities Act and (iv) the Registered Notes are not subject to any covenant regarding exchange registration rights under the Securities Act.

The Issuer is not making the Exchange Offer to holders of the Restricted Notes in any jurisdiction in which the Exchange Offer or the acceptance of the Exchange Offer would not be in compliance with the securities or Blue Sky laws of such jurisdiction. The Issuer also will not accept surrenders for exchange from holders of the Restricted Notes in any jurisdiction in which the Exchange Offer or the acceptance of the Exchange Offer would not be in compliance with the securities or Blue Sky laws of such jurisdiction.

Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT.

The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE

LETTER OF TRANSMITTAL AND THE PROSPECTUS

CAREFULLY BEFORE CHECKING ANY BOX BELOW.

List below the Restricted Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF RESTRICTED NOTES TENDERED HEREWITH

Name(s) and Address(es) of Registered Holder(s) (Please fill in)	Certificate Number(s)*	Aggregate Principal Amount Represented by Restricted Notes*	Principal Amount Tendered**
Total:

* Need not be completed by book-entry holders.

** Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Restricted Notes. See instruction 2.

Unless the context otherwise requires, the term “holder” for purposes of this Letter of Transmittal means any person in whose name Restricted Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Restricted Notes are held of record by The Depository Trust Company (“DTC”).

☐ CHECK HERE IF REGISTERED NOTES ARE TO BE DELIVERED TO PERSON OTHER THAN PERSON SIGNING THIS LETTER OF TRANSMITTAL:

Name:

Address:

☐ CHECK HERE IF REGISTERED NOTES ARE TO BE DELIVERED TO ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:

Name:

Address:

☐ CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED RESTRICTED NOTES FOR YOUR OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

Name:

Address:

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Registered Notes. If the undersigned is a broker-dealer that will receive Registered Notes for its own account in exchange for Restricted Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Registered Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Restricted Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an “affiliate” of the Issuer or who has an arrangement or understanding with respect to the distribution of the Registered Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer that purchased Restricted Notes from the Issuer to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Issuer the principal amount of the Restricted Notes indicated above. Subject to, and effective upon, the acceptance for exchange of any portion of the Restricted Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the

Issuer all right, title and interest in and to such Restricted Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Issuer, in connection with the Exchange Offer) to cause the Restricted Notes to be assigned, transferred and exchanged.

The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Restricted Notes and to acquire Registered Notes issuable upon the exchange of such tendered Restricted Notes, and that, when the same are accepted for exchange, the Issuer will acquire good and unencumbered title to the tendered Restricted Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuer to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Restricted Notes or transfer ownership of such Restricted Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Restricted Notes by the Issuer and the issuance of Registered Notes in exchange therefor shall constitute performance in full by the Issuer of its obligations under the Registration Rights Agreements, as applicable, and that the Issuer shall have no further obligations or liabilities thereunder. The undersigned will comply with its obligations under the Registration Rights Agreements, as applicable.

The undersigned understands that tenders of Restricted Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Issuer’s acceptance for exchange of such tendered Restricted Notes, constitute a binding agreement between the undersigned and the Issuer upon the terms and subject to the conditions of the Exchange Offer. The undersigned recognizes that, under circumstances set forth in the Prospectus, the Issuer may not be required to accept for exchange any of the Restricted Notes.

The holders tendering the Restricted Notes have represented to the Issuer that: (i) the holder is not an “affiliate” of the Issuer within the meaning of Rule 405 under the Securities Act or if it is such an “affiliate” it will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable; (ii) the holder is not engaged and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Registered Notes; (iii) the holder is acquiring the Registered Notes in its ordinary course of business; (iv) if the holder is a broker-dealer, the holder has acquired the Registered Notes for its own account in exchange for the Restricted Notes that were acquired as a result of market-making activities or other trading activities (other than Restricted Notes acquired directly from the Issuer or any of its affiliates) and that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Registered Notes; (v) if the holder is a broker-dealer, that it did not purchase the Restricted Notes to be exchanged in the Exchange Offer from the Issuer or any of the Issuer’s affiliates; and (vi) the holder is not acting on behalf of any person who could not truthfully and completely make the representations contained in (i) through (v) hereof. If the undersigned or the person receiving such Registered Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Registered Notes for its own account in exchange for Restricted Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Registered Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. The undersigned understands that all resales of the Registered Notes must be made in compliance

with applicable state securities or Blue Sky laws. If a resale does not qualify for an exemption from these laws, the undersigned acknowledges that it may be necessary to register or qualify the Registered Notes in a particular state or to make the resale through a licensed broker-dealer in order to comply with these laws. The undersigned further understands that the Issuer assumes no responsibility regarding compliance with state securities or Blue Sky laws in connection with resales.

Any holder of Restricted Notes using the Exchange Offer to participate in a distribution of the Registered Notes (i) cannot rely on the position of the staff of the SEC enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available April 13, 1989), Morgan Stanley & Co., Incorporated (available June 5, 1991) and Shearman & Sterling (Available July 2, 1993) or similar interpretive letters and (ii) must comply with the registration and prospectus requirements of the Securities Act in connection with a secondary resale transaction.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Restricted Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal. Except as stated in the Prospectus, this tender is irrevocable.

Certificates for all Registered Notes delivered in exchange for tendered Restricted Notes and any Restricted Notes delivered herewith but not exchanged, in each case if, registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.

The undersigned, by completing the box entitled “Description of Restricted Notes Tendered Herewith” above and signing this letter, will be deemed to have tendered the Restricted Notes as set forth in such box.

TENDERING HOLDER(S) SIGN HERE

(Complete accompanying IRS Form W-9)

Must be signed by registered holder(s) exactly as name(s) appear(s) on certificate(s) for Restricted Notes hereby tendered or in whose name Restricted Notes are registered on the books of DTC or one of its participants, or by any person(s) authorized to become the registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth the full title of such person. See Instruction 3.

(Signature(s) of Holder(s))

Date

Name(s)
	(Please Print)

Capacity (full title)

Address
	(Including Zip Code)

Daytime Area Code and Telephone No.

Taxpayer Identification No.

GUARANTEE OF SIGNATURE(S)

(If Required — See Instruction 3)

Authorized Signature

Dated

Name

Title

Name of Firm
Address of Firm
	(Include Zip Code)

Area Code and Telephone No.

SPECIAL ISSUANCE INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if Registered Notes or Restricted Notes not tendered are to be issued in the name of someone other than the registered holder of the Restricted Notes whose name(s) appear(s) above.

Issue:	☐	Restricted Notes not tendered to:
	☐	Registered Notes to:

Name(s)

Address:

(Include Zip Code)

Daytime Area Code and

Telephone No.

Taxpayer Identification No.

SPECIAL DELIVERY INSTRUCTIONS

(See Instructions 3 and 4)

To be completed ONLY if Registered Notes or Restricted Notes not tendered are to be sent to someone other than the registered holder of the Restricted Notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.

Mail:	☐	Restricted Notes not tendered to:
	☐	Registered Notes to:
Name(s)
Address:
(Include Zip Code)
		Area Code and Telephone No.

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1. Delivery of this Letter of Transmittal and Certificates

A holder of Restricted Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Restricted Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date or (ii) complying with the procedure for book-entry transfer described below.

Holders of Restricted Notes may tender Restricted Notes by book-entry transfer by crediting the Restricted Notes to the Exchange Agent’s account at DTC in accordance with DTC’s Automated Tender Offer Program (“ATOP”) and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent’s account at DTC. DTC will then send a computer-generated message (an “Agent’s Message”) to the Exchange Agent for its acceptance in which the holder of the Restricted Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal or the DTC participant confirms on behalf of itself and the beneficial owners of such Restricted Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owners as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent. Delivery of the Agent’s Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participants identified in the Agent’s Message.

The method of delivery of this Letter of Transmittal, the Restricted Notes and any other required documents is at the election and risk of the holder, and except as otherwise provided below, the delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, it is suggested that registered mail with return receipt requested, properly insured, be used. In all cases sufficient time should be allowed to permit timely delivery. No Restricted Notes or Letters of Transmittal should be sent to the Issuer.

The Exchange Agent must receive the certificates for all physically tendered Restricted Notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with this properly completed and duly executed Letter of Transmittal or Agent’s Message with any required signature guarantees and any other documents required by this Letter of Transmittal prior to 5:00 p.m., New York City time, on the Expiration Date, all as provided in the Prospectus.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Restricted Notes for exchange.

2. Withdrawals.

If less than the entire principal amount of Restricted Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Restricted Notes tendered in the box entitled “Description of Restricted Notes Tendered Herewith.” A newly issued certificate for the Restricted Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Restricted Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date.

To be effective with respect to the tender of Restricted Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Issuer notifies the Exchange Agent that they have accepted the tender of Restricted Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Restricted Notes to be withdrawn; (iii) identify the Restricted Notes to be withdrawn (including the principal amount of such Restricted Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Restricted Notes and the principal amount of Restricted Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Restricted Notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Restricted Notes promptly following receipt of notice of withdrawal. If Restricted Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Restricted Notes or otherwise comply with the book-entry transfer facility’s procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Issuer, and such determination will be final and binding on all parties.

Any Restricted Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Restricted Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Restricted Notes tendered by book-entry transfer into the Exchange Agent’s account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Restricted Notes will be credited to an account with such book-entry transfer facility specified by the holder) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Restricted Notes may be retendered by following one of the procedures described under the caption “The Exchange Offer—Procedures for Tendering the Restricted Notes” in the Prospectus at any time prior to the Expiration Date.

3. Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

If this Letter of Transmittal is signed by the registered holder(s) of the Restricted Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever. If any of the Restricted Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

If a number of Restricted Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Restricted Notes.

When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Restricted Notes) of Restricted Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.

If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Restricted Notes listed, such Restricted Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Issuer and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Restricted Notes.

If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuer, proper evidence satisfactory to the Issuer of their authority so to act must be submitted.

Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution (as defined below).

Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution (as defined below), unless Restricted Notes are tendered: (i) by a holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution. In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution which is a member of a firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Guarantor Institution”). If Restricted Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Restricted Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Issuer, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.

4. Special Issuance and Delivery Instructions.

Tendering holders should indicate, as applicable, the name and address to which the Registered Notes or certificates for Restricted Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the TIN (as defined below) of the person named must also be indicated. Holders tendering Restricted Notes by book-entry transfer may request that Restricted Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

5. Transfer Taxes.

The Holder shall pay all transfer taxes due on transfer.

6. Waiver of Conditions.

The Issuer reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7. Mutilated, Lost, Stolen or Destroyed Securities.

Any holder whose Restricted Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.

8. Backup Withholding; IRS Form W-9; IRS Form W-8.

Under U.S. federal income tax law, a holder of Restricted Notes whose Restricted Notes are exchanged for Registered Notes may be subject to backup withholding. In order to prevent backup withholding, a holder that is a U.S. person generally must provide the Exchange Agent with such holder’s correct taxpayer identification number (“TIN”) on IRS Form W-9 attached hereto and certify on the IRS Form W-9 that (i) the TIN provided on the IRS Form W-9 is correct (or that such holder is awaiting a TIN), and (ii) the holder is not subject to backup withholding because (x) such holder is exempt from backup withholding, (y) such holder has not been notified by the IRS that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the IRS has notified the holder that he or she is no longer subject to backup withholding. If such a holder is a U.S. individual, the TIN is generally the holder’s social security number. If the Exchange Agent is not provided with the correct TIN, the holder may be subject to a $50 penalty imposed by the IRS.

Certain holders (including, among others, corporations and certain foreign individuals and entities) are exempt from backup withholding. However, to prevent backup withholding, an exempt U.S. holder should check the appropriate boxes to indicate its exempt status on IRS Form W-9 and sign, date and return the IRS Form W-9 to the Exchange Agent. In order for a holder that is a foreign individual or entity to qualify as exempt, such person must submit to the Exchange Agent a properly completed applicable IRS Form W-8, signed under penalties of perjury, attesting to that holder’s foreign status. The applicable IRS Form W-8 can be obtained from the Exchange Agent or at the IRS website at http://www.irs.gov. Failure to comply truthfully with the backup withholding requirements may result in the imposition of criminal and/or civil fines and penalties.

If a holder of Restricted Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, such holder should write “Applied For” in the space for the TIN provided on the attached IRS Form W-9 in order to prevent backup withholding. Notwithstanding that “Applied For” has been written in the space for the TIN on IRS Form W-9, the Exchange Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Exchange Agent and, if the Exchange Agent is not provided with a TIN within 60 days, such amounts will be paid over to the IRS.

If backup withholding applies, payments made to the holder of Restricted Notes or Registered Notes will be subject to withholding at a the then applicable rate (currently, 28%). Backup withholding is not an additional tax. Rather, any amounts withheld from a payment to a holder under the backup withholding rules will be allowed as a credit against the holder’s U.S. federal income tax liability. If backup withholding results in an overpayment of taxes, a refund may be obtained, provided the required information is timely furnished to the IRS.

9. Requests for Assistance or Additional Copies.

Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above.

IMPORTANT: This Letter of Transmittal or a facsimile or copy thereof (together with certificates of Restricted Notes or confirmation of book-entry transfer and all other required documents) must be received by the Exchange Agent on or prior to the Expiration Date.

EX-99.2

Exhibit 99.2

IQVIA INC.

OFFER TO EXCHANGE

$750,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 5.700% SENIOR SECURED NOTES DUE 2028

AND

$1,250,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 6.250% SENIOR SECURED NOTES DUE 2029,

THE ISSUANCE OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

FOR

ANY AND ALL OF ITS OUTSTANDING 5.700% SENIOR SECURED NOTES DUE 2028

AND

ANY AND ALL OF ITS OUTSTANDING 6.250% SENIOR SECURED NOTES DUE 2029, RESPECTIVELY

January 5, 2024

To Our Clients:

Enclosed for your consideration is a Prospectus, dated January 5, 2024 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) by IQVIA Inc. (the “Company”), its parent IQVIA Holdings Inc. (the “Parent”) and the direct and indirect subsidiaries of the Parent named in Schedule I hereto (the “Subsidiary Guarantors”, and together with Parent, the “Guarantors”), to exchange (i) $750,000,000 in principal amount of the Company’s new 5.700% Senior Secured Notes due 2028 (the “2028 Registered Notes”), for $750,000,000, in a denomination equal to $200,000 and in integral multiples of $1,000 in principal amount thereafter, in principal amount of outstanding 5.700% Senior Secured Notes due 2028 (with CUSIP numbers 46266T AB4 and U46093 AF4, the “2028 Restricted Notes”), and (ii) $1,250,000,000 in principal amount of the Company’s new 6.250% Senior Secured Notes due 2029 (the “2029 Registered Notes”, and together with the 2028 Registered Notes, the “Registered Notes”), for $1,250,000,000, in a denomination equal to $2,000 and in integral multiples of $1,000 in principal amount thereafter, in principal amount of outstanding 6.250% Senior Secured Notes due 2028 (with CUSIP numbers 46266T AE8 and U46093 AH0, the “2029 Restricted Notes”, and together with the 2028 Restricted Notes, the “Restricted Notes”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal. The Exchange Offer is being made in order to satisfy certain obligations of the Company and the Guarantors contained in (i) the Registration Rights Agreement, dated May 23, 2023, by and between the Company and the other parties signatory thereto and (ii) the Registration Rights Agreement, dated November 28, 2023, by and between the Company and the other parties signatory thereto (the “2029 Registration Rights Agreement” and, together with the Registration Rights Agreement dated May 23, 2023, the “Registration Rights Agreements”). The terms of the Registered Notes are substantially identical (including principal amount, interest rate and maturity) to the terms of the Restricted Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Registered Notes (i) will not be subject to the restrictions on transfer or to any increase in the annual interest rate for failure to comply with the Registration Rights Agreements, (ii) the issuance of the Registered Notes is registered under the Securities Act of 1933, as amended (the “Securities Act”) and (iii) the Registered Notes are not subject to any covenant regarding exchange registration rights under the Securities Act. The Restricted Notes are unconditionally guaranteed (the “Outstanding Guarantees”) by the Guarantors on an unsecured senior basis, and the Registered Notes will be unconditionally guaranteed (the “New Guarantees”) by the Guarantors on an unsecured senior basis.

Throughout this letter, unless the context otherwise requires and whether so expressed or not, references to the “Registered Notes” include the related New Guarantees and references to the “Restricted Notes” include the related Outstanding Guarantees.

The Company will accept for exchange all Restricted Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus. See “Terms of the Exchange Offer; Registration Rights—Conditions to the Exchange Offer” in the Prospectus.

The holders of the Restricted Notes will pay any transfer taxes payable in connection with the exchange of Restricted Notes for Registered Notes.

This material is being forwarded to you as the beneficial owner of Restricted Notes carried by us for your account or benefit but not registered in your name. A tender of such Restricted Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Restricted Notes registered in the name of a broker, dealer, commercial bank, trust company, or other nominee to contact such registered holder promptly if such beneficial owners wish to tender Restricted Notes in the Exchange Offer.

Accordingly, we request instructions as to whether you wish to tender any such Restricted Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and the Letter of Transmittal. However, we urge you to read the Prospectus carefully before instructing us as to whether or not to tender your Restricted Notes.

Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Restricted Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on     , 2024, unless the Exchange Offer is extended by the Company. The time the Exchange Offer expires is referred to as the “Expiration Date.” If not yet accepted, tenders of Restricted Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

IF YOU WISH TO HAVE US TENDER ANY OF YOUR RESTRICTED NOTES, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM ON THE REVERSE HEREOF.

THE EXCHANGE OFFER IS NOT BEING MADE TO, NOR WILL EXCHANGES BE ACCEPTED FROM OR ON BEHALF OF, HOLDERS OF RESTRICTED NOTES RESIDING IN ANY JURISDICTION IN WHICH THE MAKING OF THE EXCHANGE OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Restricted Notes held by us and registered in our name for your account or benefit.

If we do not receive written instructions in accordance with the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Restricted Notes on your account.

Please carefully review the enclosed material as you consider the Exchange Offer.

INSTRUCTIONS TO REGISTERED HOLDER

FROM BENEFICIAL OWNER

OF

5.700% Senior Secured Notes Due 2028

AND

6.2500% Senior Secured Notes Due 2029

The undersigned hereby acknowledges receipt of the Prospectus, dated January 5, 2024 (as the same may be amended or supplemented from time to time, the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) by IQVIA Inc. (the “Company”), its parent IQVIA Holdings Inc. (the “Parent”) and the direct and indirect subsidiaries of the Parent named in Schedule I hereto (the “Subsidiary Guarantors”, and together with Parent, the “Guarantors”) (i) $750,000,000 in principal amount of the Company’s new 5.700% Senior Secured Notes due 2028 (the “2028 Registered Notes”), for $750,000,000, in a denomination equal to $200,000 and in integral multiples of $1,000 in principal amount thereafter, in principal amount of outstanding 5.700% Senior Secured Notes due 2028 (with CUSIP numbers 46266T AB4 and U46093 AF4, the “2028 Restricted Notes”), and (ii) $1,250,000,000 in principal amount of the Company’s new 6.250% Senior Secured Notes due 2029 (the “2029 Registered Notes”, and together with the 2028 Registered Notes, the “Registered Notes”), for $1,250,000,000, in a denomination equal to $2,000 and in integral multiples of $1,000 in principal amount thereafter, in principal amount of outstanding 6.2500% Senior Secured Notes due 2028 (with CUSIP numbers 46266T AE8 and U46093 AH0, the “2029 Restricted Notes”, and together with the 2028 Restricted Notes, the “Restricted Notes”), upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal.

This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Restricted Notes held by you for the account of the undersigned.

The aggregate face amount of the Restricted Notes held by you for the account of the undersigned is (fill in amount):

$            of the 5.700% Restricted Notes due 2028

$            of the 6.250% Restricted Notes due 2029

With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

☐ To TENDER the following Restricted Notes held by you for the account of the undersigned (insert principal amount of Restricted Notes to be tendered, if any):

$            of the 5.700% Restricted Notes due 2028

$            of the 6.250% Restricted Notes due 2029

* You should note that the minimum permitted tender is $200,000 in principal amount of 2028 Restricted Notes and in integral multiples of $1,000 thereafter. The minimum permitted tender is $2,000 in principal amount of 2029 Restricted Notes and in integral multiples of $1,000 thereafter. Unless a specific contrary instruction is given in the space provided, your signature(s) on the instructions shall constitute an instruction to tender all of the Restricted Notes held by us for your account.

☐ NOT to TENDER any Restricted Notes held by you for the account of the undersigned.

If the undersigned instructs you to tender the Restricted Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Restricted Notes, including, but not limited to, the representations that (i) the undersigned is not an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act or if it is such an “affiliate” it will comply with the registration and prospectus delivery requirements of the Securities Act, to the extent applicable; (ii) the undersigned is not engaged and does not intend to engage in, and has no arrangement or understanding with any person to participate in, a distribution of the Registered Notes; (iii) the undersigned is acquiring the Registered Notes in its ordinary course of business; (iv) if the undersigned is a broker-dealer, the undersigned has acquired the Registered Notes for its own account in exchange for the Restricted Notes that were acquired as a result of market-making activities or other trading activities (other than Restricted Notes acquired directly from the Company or any of its affiliates) and that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Registered Notes; (v) if the undersigned is a broker-dealer, that it did not purchase the Restricted Notes to be exchanged in the Exchange Offer from the Company or any of the Company’s affiliates; and (vi) the undersigned is not acting on

behalf of any person who could not truthfully and completely make the representations contained in (i) through (v) hereof, (b) to make such agreements, representations and warranties on the undersigned’s behalf as are set forth in the Letter of Transmittal, and (c) to take such other action as may be necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of the Restricted Notes. If the undersigned or the person receiving such Registered Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Registered Notes for its own account in exchange for Restricted Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Registered Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

[Signature Page Follows]

SIGN HERE

Name of Beneficial Owner(s):

Signature(s):

Names(s) (please print):

Address:

Telephone Number:

Taxpayer Identification or Social Security Number:

Date:

SCHEDULE I

Benefit Holding, Inc.

BuzzeoPDMA LLC

Data Niche Associates, Inc.

IMS Software Services Ltd.

Innovex Merger Corp.

Intercontinental Medical Statistics International, Ltd.

IQVIA BioSciences Holdings, LLC

IQVIA Biotech LLC (f/k/a Novella Clinical LLC)

IQVIA Chinametrik Inc.

IQVIA Commercial Finance Inc.

IQVIA Commercial India Holdings Corp.

IQVIA Commercial Trading Corp.

IQVIA CSMS US Inc.

IQVIA Government Solutions Inc.

IQVIA Medical Communications & Consulting, Inc.

IQVIA Medical Education Inc.

IQVIA Pharma Inc.

IQVIA Pharma Services Corp.

IQVIA Phase One Services LLC

IQVIA RDS Asia Inc.

IQVIA RDS Inc.

IQVIA RDS Latin America LLC

IQVIA Trading Management Inc.

IQVIA Transportation Services Corp.

Med-Vantage, Inc.

Outcome Sciences, LLC

QCare Site Services, Inc.

RX India, LLC

Targeted Molecular Diagnostics, LLC

ValueMedics Research, LLC

VCG&A, Inc.

VCG-BIO, INC.

Q Squared Solutions LLC

Q Squared Solutions Holdings LLC

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-4

(Form Type)

IQVIA Holdings Inc.

IQVIA Inc.

Benefit Holding, Inc.

BuzzeoPDMA LLC

Data Niche Associates, Inc.

IMS Software Services Ltd.

Innovex Merger Corp.

Intercontinental Medical Statistics International, Ltd.

IQVIA BioSciences Holdings, LLC

IQVIA Biotech LLC (f/k/a Novella Clinical LLC)

IQVIA Chinametrik Inc.

IQVIA Commercial Finance Inc.

IQVIA Commercial India Holdings Corp.

IQVIA Commercial Trading Corp.

IQVIA CSMS US Inc.

IQVIA Government Solutions Inc.

IQVIA Medical Communications & Consulting, Inc.

IQVIA Medical Education Inc.

IQVIA Pharma Inc.

IQVIA Pharma Services Corp.

IQVIA Phase One Services LLC

IQVIA RDS Asia Inc.

IQVIA RDS Inc.

IQVIA RDS Latin America LLC

IQVIA Trading Management Inc.

IQVIA Transportation Services Corp.

Med-Vantage, Inc.

Outcome Sciences, LLC

Q Squared Solutions Holdings LLC

Q Squared Solutions LLC

QCare Site Services, Inc.

RX India, LLC

Targeted Molecular Diagnostics, LLC

ValueMedics Research, LLC

VCG&A, Inc.

VCG-BIO, INC.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title	Fee Calculation Rule or Carry Forward Rule	Amount Registered	Proposed Maximum Offering Price per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee (1)	Carry Forward Form Type	Carry Forward File Number	Carry Forward Initial Effective Date	Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to Be Paid	Debt	5.700% Senior Secured Notes due 2028	457(f)	$750,000,000	100%	$750,000,000 (2)	0.00014760	$110,700
	Debt	6.250% Senior Secured Notes due 2029	457(f)	$1,250,000,000	100%	$1,250,000,000 (3)	0.00014760	$184,500
Fees Previously Paid	—	—	—	—	—	—		—
Carry Forward Securities
Carry Forward Securities	—	—	—	—		—			—	—	—	—
	Total Offering Amounts					$2,000,000,000		$295,200
	Total Fees Previously Paid							—
	Total Fee Offsets							—
	Net Fee Due							$295,200

(1) Calculated pursuant to Rule 457(f) under the Securities Act of 1933, as amended.

(2) Represents the aggregate principal amount of IQVIA Inc.’s 5.700% Senior Secured Notes due 2028 to be offered in the exchange offer to which the registration statement relates.

(3) Represents the aggregate principal amount of IQVIA Inc.’s 6.250% Senior Secured Notes due 2029 to be offered in the exchange offer to which the registration statement relates.