Common use of Restrictive Legends Clause in Contracts

Restrictive Legends. The Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.

Restrictive Legends. The Optionee understands All certificates representing the Units, the Common Stock and agrees that the Company Warrants shall cause the legends set forth below or have endorsed thereon legends substantially equivalent thereto, as follows or to be placed upon any certificate(s) evidencing ownership of substantially the Shares together with any other legends that may be required by the Company or by state or federal securities lawssame effect: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY HEREBY (INCLUDING THE UNDERLYING COMMON STOCK AND RESALE, WARRANTS AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THE UNDERLYING WARRANTS) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD SOLD, TRANSFERRED, PLEDGED OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND, IF APPLICABLE, THE SECURITIES LAWS OF 1933, AS AMENDED, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR (II) OTHER JURISDICTION OR PURSUANT TO AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE AND UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL SATSIFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” “SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY EVIDENCED BY THIS CERTIFICATE WILL BE REQUIRED ENTITLED TO BEAR REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). COMPANY.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN TERMS AND CONDITIONS CONTAINED IN A SECURITIES ESCROW AGREEMENT (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, “AGREEMENT”) AND MAY NOT BE SOLDASSIGNED, PLEDGEDHYPOTHECATED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDERDONATED, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERREDENCUMBERED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO AGREEMENT DURING THE TERMS OF SUCH AGREEMENT. COPIES TERM OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH ESCROW PERIOD (AS DEFINED IN THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERAGREEMENT).”

Restrictive Legends. The Optionee understands Purchaser acknowledges and agrees that the Company shall cause Note and the legends set forth below or legends Securities may bear a restrictive legend in substantially equivalent thereto, to the following form (and a stop-transfer order may be placed upon any certificate(s) evidencing ownership against transfer of the Shares together with any other legends that may be required by Note or the Company or by state or federal securities laws: Securities): THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS NOTE MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH NOTE. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, . THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF 1933, AS AMENDED, THE SECURITIES ACT AND IN COMPLIANCE ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS AS EVIDENCED BY A LEGAL OPINION OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT COUNSEL TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY TRANSFEROR TO SUCH EFFECT, THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE SUBSTANCE OF THESE SECURITIES WHICH SHALL BE SUBJECT REASONABLY ACCEPTABLE TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCOMPANY.

Restrictive Legends. The Optionee understands and agrees that stock certificates for all Purchased Shares shall be endorsed with substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing restrictive legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY HAVE BEEN ACQUIRED FOR INVESTMENT AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, AND SUCH SECURITIES MAY NOT BE OFFEREDSOLD, SOLD PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER, EXCEPT PURSUANT UPON DELIVERY TO (I) THE COMPANY OF AN EFFECTIVE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION STATEMENT UNDER IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER ANY RULE OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEREGULATION PROMULGATED THEREUNDER. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND CERTAIN REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL GRANTED TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)COMPANY AND ACCORDINGLY, AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGEDASSIGNED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLDENCUMBERED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE IN ANY MANNER DISPOSED OF EXCEPT IN ACCORDANCE CONFORMITY WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES A STOCK PURCHASE AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE FOREGOING SHARES (OR THE PREDECESSOR IN INTEREST TO THE SHARES). A COPY OF SUCH AGREEMENT ARE IS MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE COMPANY’S PRINCIPAL OFFICES OF THE ISSUERCORPORATE OFFICES.

Restrictive Legends. The Optionee understands and agrees that In order to reflect the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership restrictions on ------------------- disposition of the Shares together and the forfeiture restrictions, the stock certificates representing the Shares will be endorsed with any other legends that may be required by the Company or by state or federal securities lawsfollowing restrictive legends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF OF A RESTRICTED STOCK AGREEMENT DATED AS OF _____ __, 2001, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS, AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE TAKES SUBJECT TO THE TERMS OF SUCH AGREEMENTTRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE FOREGOING RESTRICTED STOCK AGREEMENT ARE MAINTAINED ON FILE WITH THE CORPORATE RECORDS COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERACT."

Restrictive Legends. The Optionee understands and agrees that (a) In order to reflect the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership restrictions on disposition of the Shares together and the forfeiture restrictions, the stock certificates representing the Shares will be endorsed with any other legends that may be required by the Company or by state or federal securities lawsfollowing restrictive legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A “TRANSFER”) EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF OF A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER , 2006, BETWEEN THE REGISTERED OWNER AND THE COMPANY, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS, AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE TAKES SUBJECT TO THE TERMS OF SUCH AGREEMENTTRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE FOREGOING RESTRICTED STOCK AGREEMENT ARE MAINTAINED ON FILE WITH THE CORPORATE RECORDS COMPANY.” “THE REGISTERED OWNER OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT SECURITIES REPRESENTED BY THIS CERTIFICATE IS AN AFFILIATE, AS DEFINED UNDER THE PRINCIPAL OFFICES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OF THE ISSUERCOMPANY AND MAY NOT TRANSFER THESE SECURITIES EXCEPT (A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, INCLUDING RULE 144 UNDER THE ACT, OR (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT.”

Restrictive Legends. The Optionee understands (i) Unless and agrees that until otherwise permitted by this Section 3, each certificate for Warrant Shares issued to you or your nominee, or to any subsequent transferee of such certificate, shall be stamped or otherwise imprinted with a legend in substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND THUS MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD SOLD, TRANSFERRED OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS AN OPINION OF COUNSEL, SATISFACTORY IN FORM AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR SUBSTANCE TO ZION OIL & GAS, INC., A DELAWARE CORPORATION (II) THE "CORPORATION"), IS OBTAINED TO THE EFFECT THAT AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWSIS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSFURTHER, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUCH TRANSFER IS SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)CONDITIONS SPECIFIED IN A WARRANT DATED AS OF MARCH 3, AS 2004, PURSUANT TO WHICH SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, SHARES WERE ISSUED AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED SOLD OR OTHERWISE TRANSFERRED OTHER THAN TO BY THE CORPORATION, A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF COPY OF WHICH WARRANT IS ON FILE AND ANY TRANSFEREE OF THESE SECURITIES SHALL MAY BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION INSPECTED AT THE PRINCIPAL OFFICES OFFICE OF THE ISSUERCORPORATION. A COPY OF SUCH WARRANT WILL BE FURNISHED BY THE SECURITIES REPRESENTED BY CORPORATION TO THE HOLDER HEREOF UPON REQUEST AND WITHOUT CHARGE. UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN SUCH WARRANT, THE CORPORATION HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN LEGEND, FOR ALL OR PART OF THE ISSUER AND THE HOLDERNUMBER OF SHARES EVIDENCED HEREBY, AS SUCH AGREEMENT THE CASE MAY BE AMENDEDBE, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT REGISTERED IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS NAME OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERHOLDER OR DESIGNATED NOMINEE."

Restrictive Legends. The Optionee understands and agrees that Unless counsel otherwise advises, all certificates representing the Company Shares shall cause the legends set forth below or have endorsed thereon legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsas follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD SOLD, TRANSFERRED, PLEDGED OR TRANSFERRED OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF 1933, AS AMENDEDTHE STATES OR OTHER JURISDICTIONS, AND IN COMPLIANCE WITH APPLICABLE STATE THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM MAY ONLY BE TRANSFERRED IF THE COMPANY AND TRANSFER AGENT FOR SUCH SECURITIES HAS RECEIVED DOCUMENTATION SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE THE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). ACT.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, A SHARE ESCROW AGREEMENT AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERREDOFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE SHARE ESCROW AGREEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERTHEREOF.”

Restrictive Legends. The Optionee understands and agrees that stock certificates representing the Company Purchased Shares shall cause the legends set forth below be endorsed with one or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership more of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing restrictive legends: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWSAMENDED (THE “ACT”), AND ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 PROMULGATED UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED OFFERED FOR SALE OR OTHERWISE DISTRIBUTED EXCEPT PURSUANT TO (I) IN CONJUNCTION WITH AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933ACT, AS AMENDED, AND (II) IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS RULE 144, OR (IIIII) PURSUANT TO AN APPLICABLE EXEMPTION FROM OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE CORPORATION, THAT SUCH REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE COMPLIANCE IS NOT REQUIRED AS TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSSAID SALE, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES)OFFER OR DISTRIBUTION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY (I) ARE SUBJECT TO A RIGHT OF FIRST REFUSAL IN FAVOR OF THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN CORPORATION WITH RESPECT TO THE TRANSFER OF SUCH SECURITIES AND (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN II) MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO A RIGHT TO REPURCHASE SUCH SECURITIES UNDER CERTAIN CIRCUMSTANCES, PURSUANT TO AN AGREEMENT BY AND BETWEEN THE TERMS CORPORATION AND THE ORIGINAL PURCHASER OF SUCH PLANSECURITIES. COPIES A COPY OF THAT AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCORPORATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HEREBY ARE ALSO SUBJECT TO A RESTRICTION ON TRANSFER FOR A PERIOD OF UP TO 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT UNDER THE ACT FOR AN AWARD OFFERING OF THE CORPORATION’S SECURITIES PURSUANT TO AN AGREEMENT BY AND BETWEEN THE ISSUER CORPORATION AND THE HOLDER, AS ORIGINAL PURCHASER OF SUCH SECURITIES. A COPY OF THAT AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT OBTAINED UPON WRITTEN REQUEST TO THE TERMS OF SUCH AGREEMENT. COPIES SECRETARY OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCORPORATION.

Restrictive Legends. The Optionee understands Each Regulation S Global Certificate and agrees that each Definitive Certificate issued pursuant to this Agreement during the Distribution Compliance Period shall bear a legend to the following effect (the "Restricted Legend") unless the Company shall cause and the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together Trustee determine otherwise consistent with any other legends that may be required by the Company or by state or federal securities lawsapplicable law: THE SECURITIES REPRESENTED BY "THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE "SECURITIES LAWSACT"), AND ACCORDINGLY, MAY NOT BE OFFEREDOFFERED OR SOLD WITHIN THE UNITED STATES OR TO, SOLD OR TRANSFERRED FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT AND (2) AGREES THAT (A) IT WILL NOT OFFER OR SELL THIS CERTIFICATE OR ANY INTEREST HEREIN WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS UNTIL THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD AND (B) THEREAFTER IT WILL OFFER OR SELL THIS CERTIFICATE OR ANY INTEREST THEREIN ONLY PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (INCLUDING PURSUANT TO RULE 144A UNDER THE SECURITIES ACT OF 1933ACT). AS USED HEREIN, AS AMENDEDTHE TERMS "DISTRIBUTION COMPLIANCE PERIOD", "OFFSHORE TRANSACTION", "UNITED STATES" AND IN COMPLIANCE WITH APPLICABLE STATE "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWSACT. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE TRUSTEE TO BEAR THE FINANCIAL RISKS REFUSE TO REGISTER ANY TRANSFER OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH CERTIFICATE IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES VIOLATION OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERRESTRICTIONS." Section 4.03. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENTAmendment of Sections 3.04 and 3.09 of the Basic Agreement. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERSections 4.04 and 4.05 of this Trust Supplement supersede and replace Sections 3.04 and 3.09 of the Basic Agreement with respect to the Applicable Trust.

Restrictive Legends. The Optionee understands and agrees that shares of Warrant Stock issuable upon exercise of this Warrant (unless registered under the Company Securities Act of 1933, as amended (the “Securities Act”)) shall cause be stamped or imprinted with legends in substantially the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND RESALE, THE OFFER AND SALE OF SUCH SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND . SUCH SHARES MAY NOT BE OFFEREDSOLD, SOLD OFFERED FOR SALE, PLEDGED OR TRANSFERRED EXCEPT PURSUANT HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO (I) AN EFFECTIVE THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION STATEMENT UNDER AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE AWARE THAT THEY WILL BE REQUIRED TO BEAR OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE FINANCIAL RISKS HOLDER OF RECORD OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. CERTIFICATE TO THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY SECRETARY OF THE BOARD CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES)THE CORPORATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FROM THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY EFFECTIVE DATE OF THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), CORPORATION’S FIRST UNDERWRITTEN PUBLIC OFFERING AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME MORE FULLY PROVIDED IN THE WARRANT TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF WHICH THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLANWERE ISSUED. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERThe Company need not register a transfer of shares of Warrant Stock bearing the restrictive legends set forth in this Section 7, unless the conditions specified in such legends are satisfied. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDERThe Company may also instruct its transfer agent not to register the transfer of the shares of Warrant Stock, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERunless all of the conditions specified in the legends set forth in this Section 7 are satisfied.

Restrictive Legends. The Optionee understands and agrees that In order to reflect the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership restrictions on disposition of the Shares together and the forfeiture restrictions, the stock certificates representing the Shares will be endorsed with any other legends that may be required by the Company or by state or federal securities lawsfollowing restrictive legends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF OF A RESTRICTED STOCK AGREEMENT DATED AS OF NOVEMBER 28, 2001, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS, AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE TAKES SUBJECT TO THE TERMS OF SUCH AGREEMENTTRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE FOREGOING RESTRICTED STOCK AGREEMENT ARE MAINTAINED ON FILE WITH THE CORPORATE RECORDS COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERACT."

Restrictive Legends. The Optionee understands and agrees Shareholder acknowledges that the Company certificate(s) representing the Issuable Securities and Underlying Shares shall cause the legends each conspicuously set forth below on the face or legends back thereof a legend in substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: “[NEITHER] THIS SECURITY [NOR THE SECURITIES REPRESENTED BY INTO WHICH THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE OFFERED, OFFERED OR SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF 1933, AS AMENDED, THE SECURITIES ACT AND IN COMPLIANCE ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS ISSUABLE UPON [EXERCISE] [CONVERSION] OF THIS INVESTMENT FOR SECURITY] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH “ACCREDITED INVESTOR” AS DEFINED IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). RULE 501(a) UNDER THE SECURITIES REPRESENTED ACT OR OTHER LOAN SECURED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERSECURITIES.”

Restrictive Legends. The Optionee Each Standby Purchaser understands and agrees that the Company shall cause New Shares purchased pursuant to the legends Standby Purchase Commitment will bear a legend substantially similar to the legend set forth below or legends substantially equivalent thereto, in addition to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends legend that may be required by applicable law or by any agreement between the Company and such Standby Purchaser. Notwithstanding anything else in this Agreement, the legend below (or by state a substantially similar legend) shall be removed upon the earlier to occur of (i) the filing of the Resale Prospectus with the Commission, and (ii) the lapse of six months from the date of the Closing, and the Company agrees to promptly issue a replacement stock certificate or federal securities lawscertificates that do not contain such legend to a Standby Purchaser upon receipt of the original stock certificate or certificates representing the New Shares from such Standby Purchaser: “THE SECURITIES REPRESENTED SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE “SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND OR OTHER JURISDICTION. THE SHARES MAY NOT BE OFFERED, SOLD SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR (I2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933ACT, AS AMENDED, AND IN COMPLIANCE EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN RIGHTSTHE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND UNLESS THE AUTHORITY COMPANY HAS RECEIVED AN OPINION OF THE BOARD OF DIRECTORS COUNSEL REASONABLY SATISFACTORY TO DETERMINE VARIATIONS FOR FUTURE SERIES). IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS ACT AND SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERAPPLICABLE LAWS.”

Restrictive Legends. (1) The Optionee understands Holder acknowledges and agrees that the Company ------------------- certificates for the shares of Series F Preferred Stock issued to such Holder shall cause bear restrictive legends in substantially the legends set forth below or legends substantially equivalent thereto, to following form (and a stop-transfer order may be placed upon any certificate(s) evidencing ownership against transfer of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: such shares of Series F Preferred Stock): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE "SECURITIES LAWS, ACT"). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED OR TRANSFERRED EXCEPT PURSUANT TO (I) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF 1933COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT. THE NUMBER OF SHARES CONSTITUTING THE PORTION OF THE MAXIMUM SHARE AMOUNT, AS AMENDEDDEFINED IN THE STATEMENT OF RESOLUTION OF SERIES F CONVERTIBLE STOCK (THE "STATEMENT OF RESOLUTION"), AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (IIALLOCATED TO THE SHARES REPRESENTED BY THIS CERTIFICATE FOR THE PURPOSES OF CONVERSION THEREOF IS [NUMBER]. SECTION 10(B)(3)(A) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD STATEMENT OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). RESOLUTION PERMITS A HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS CONVERT SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE SECURITIES IN ACCORDANCE WITH THE PROVISIONS THEREOF AND STATEMENT OF RESOLUTION WITHOUT BEING REQUIRED TO SURRENDER THIS CERTIFICATE TO THE COMPANY UNLESS ALL OF THE SECURITIES REPRESENTED HEREBY ARE CONVERTED. CONSEQUENTLY, FOLLOWING CONVERSION OF ANY OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, THE NUMBER OF SHARES REPRESENTED BY THIS CERTIFICATE MAY BE LESS THAN THE NUMBER OF SHARES STATED HEREON. UPON REQUEST OF ANY PROPOSED TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THIS CERTIFICATE, THE TERMS OF SUCH PLAN. COPIES COMPANY WILL PROVIDE CONFIRMATION OF THE FOREGOING PLAN ARE MAINTAINED WITH NUMBER OF SHARES EVIDENCED BY THIS CERTIFICATE. STATEMENTS (1) SETTING FORTH THE CORPORATE RECORDS DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND (2) DENYING THE PREEMPTIVE RIGHT OF SHAREHOLDERS OF THE COMPANY TO ACQUIRE UNISSUED OR TREASURY SHARES OF THE COMPANY ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN SET FORTH IN THE ISSUER AND ARTICLES OF INCORPORATION OF THE HOLDER, AS COMPANY ON FILE IN THE XXXXXX XX XXX XXXXXXXXX XX XXXXX XX XXX XXXXX XX XXXXX. THE COMPANY WILL FURNISH A COPY OF SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT STATEMENTS TO THE TERMS RECORD HOLDER OF SUCH AGREEMENT. COPIES THIS CERTIFICATE WITHOUT CHARGE UPON RECEIPT OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERWRITTEN REQUEST THEREFOR DIRECTED TO XXXX X. XXXXXX, EQUALNET PLAZA, 0000 XXXX XXXXXX XXXX XXXXX, XXXXXXX, XXXXX 00000-0000.

Restrictive Legends. The Optionee understands Each instrument evidencing the Securities which Investor may purchase hereunder and agrees that any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the Company shall cause opinion of the legends set forth below or counsel for the Company) may be imprinted with legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of in the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, OF THE COMPANY OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWSIN RELIANCE UPON REGULATION D PROMULGATED UNDER THE ACT, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH OFFERED HEREBY HAVE NOT BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN THE STATES WHERE THIS OFFERING IS MADE. THEREFORE, THE SECURITIES MAY NOT BE SOLD OR (II) TRANSFERRED IN THE ABSENCE OF AN APPLICABLE EXEMPTION FROM EFFECTIVE REGISTRATION THEREUNDER UNDER THE ACT OR QUALIFICATION UNDER APPLICABLE SUCH STATE SECURITIES LAWSLAWS OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED. INVESTORS SHOULD THESE SECURITIES MAY BE AWARE THAT SUBJECT TO ADDITIONAL RESTRICTIONS PURSUANT TO EXEMPTIONS IN THE VARIOUS STATES WHERE THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES)ARE BEING SOLD. THE SECURITIES REPRESENTED BY THIS CERTIFICATE INSTRUMENT ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN CONVERTIBLE NOTE PURCHASE AGREEMENT DATED EFFECTIVE February ________, 2015 BY AND BETWEEN THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY ORIGINAL HOLDER HEREOF AND THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)COMPANY AS WELL AS THE COMPANY’S BYLAWS, AS SUCH PLAN A COPY OF WHICH MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLANOBTAINED UPON REQUEST. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERThe Company shall be entitled to enter stop transfer notices on its transfer books with respect to the Securities.

Restrictive Legends. The Optionee understands Each instrument evidencing the Securities which Investor may purchase hereunder and agrees that any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the Company shall cause opinion of the legends set forth below or counsel for the Company) may be imprinted with legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of in the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, OF THE COMPANY OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWSIN RELIANCE UPON REGULATION D PROMULGATED UNDER THE ACT, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH OFFERED HEREBY HAVE NOT BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS IN THE STATES WHERE THIS OFFERING IS MADE. THEREFORE, THE SECURITIES MAY NOT BE SOLD OR (II) TRANSFERRED IN THE ABSENCE OF AN APPLICABLE EXEMPTION FROM EFFECTIVE REGISTRATION THEREUNDER UNDER THE ACT OR QUALIFICATION UNDER APPLICABLE SUCH STATE SECURITIES LAWSLAWS OR AN OPINION OF COUNSEL THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED. INVESTORS SHOULD THESE SECURITIES MAY BE AWARE THAT SUBJECT TO ADDITIONAL RESTRICTIONS PURSUANT TO EXEMPTIONS IN THE VARIOUS STATES WHERE THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES)ARE BEING SOLD. THE SECURITIES REPRESENTED BY THIS CERTIFICATE INSTRUMENT ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN THAT CERTAIN CONVERTIBLE NOTE PURCHASE AGREEMENT DATED EFFECTIVE December ________, 2015 BY AND BETWEEN THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY ORIGINAL HOLDER HEREOF AND THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)COMPANY AS WELL AS THE COMPANY’S BYLAWS, AS SUCH PLAN A COPY OF WHICH MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLANOBTAINED UPON REQUEST. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERThe Company shall be entitled to enter stop transfer notices on its transfer books with respect to the Securities.

Restrictive Legends. The Optionee understands and agrees that the Company shall cause the legends set forth below Each certificate or legends substantially equivalent thereto, to be placed upon document representing any certificate(s) evidencing ownership of the Shares together with shall bear substantially the following legends (in addition to any other legends that may be required by the Company or by state or federal under applicable securities laws: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY HAVE BEEN ACQUIRED FOR INVESTMENT AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE STATE. THE SECURITIES LAWS, AND MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED, ASSIGNED OR TRANSFERRED EXCEPT PURSUANT TO HYPOTHECATED (I) AN EFFECTIVE REGISTRATION STATEMENT UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION UNLESS SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION THEREUNDER OR UNDER REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES LAWS AND THE VARIATIONS IN RIGHTS, PREFERENCES COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES)QUALIFICATION ARE NOT REQUIRED. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF HOLDERS THEREOF ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIMECERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE HOLDER OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD (INCLUDING ANY FUTURE HOLDERS) IS BOUND BY THE TERMS OF A STOCK PURCHASE AGREEMENT BETWEEN THE ISSUER ORIGINAL PURCHASER AND THE HOLDER, AS SUCH AGREEMENT COMPANY (COPIES OF WHICH MAY BE AMENDED, RESTATED OR MODIFIED OBTAINED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCOMPANY).

Restrictive Legends. The Optionee understands and agrees that Each certificate representing Stock issued to the Company shall cause the legends set forth below Holders shall, except as otherwise provided herein, be stamped or otherwise imprinted with legends substantially equivalent theretoin the following form: “THE SALE, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO, AND IN CERTAIN CASES PROHIBITED BY, THE TERMS AND CONDITIONS OF STOCKHOLDERS’ AGREEMENT, DATED AS OF MAY 6, 2010 BY AND AMONG THE COMPANY AND CERTAIN STOCKHOLDERS PARTIES THERETO, AS MAY BE AMENDED FROM TIME TO TIME (THE “STOCKHOLDERS’ AGREEMENT”). THE SECURITIES EVIDENCED HEREBY ARE ALSO SUBJECT TO CERTAIN VOTING AGREEMENTS, RESTRICTIONS AND PROXIES CONTAINED IN THE STOCKHOLDERS’ AGREEMENT. COPIES OF THE STOCKHOLDERS’ AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY. BY ACCEPTING ANY INTEREST IN SUCH SECURITIES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT STOCKHOLDERS’ AGREEMENT, INCLUDING THE VOTING PROVISIONS AND RESTRICTIONS ON TRANSFERABILITY TRANSFER AND RESALE, HAVE OWNERSHIP SET FORTH THEREIN” “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR ANY STATE SECURITIES LAWS, LAWS AND MAY NOT BE OFFERED, SOLD TRANSFERRED OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES SUCH ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR QUALIFICATION IS AVAILABLE UNDER APPLICABLE SUCH ACT AND STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS.” A certificate shall not bear the last of such legends if in the opinion of counsel satisfactory to the Company all the securities represented thereby may be publicly sold without registration under the Securities Act, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERand any applicable state securities laws.

Restrictive Legends. The Optionee understands (a) Except as otherwise provided in this Section 8, each certificate for Warrant Stock initially issued upon the exercise of this Warrant, and agrees that each certificate for Warrant Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with two legends in substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing forms: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWSLAW. THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, AND MAY NOT BE OFFEREDSELL OR OTHERWISE TRANSFER SUCH SECURITY OTHER THAN (A) TO THE COMPANY, SOLD OR TRANSFERRED EXCEPT (B) PURSUANT TO (I) AN EFFECTIVE A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (IIC) PURSUANT TO AN APPLICABLE AVAILABLE EXEMPTION FROM THE REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY REQUIREMENTS OF THE BOARD SECURITIES ACT, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (C) TO REQUIRE THE DELIVERY OF DIRECTORS AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION REASONABLY SATISFACTORY TO DETERMINE VARIATIONS FOR FUTURE SERIES)IT. IN ADDITION, THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO TRANSFER AND OTHER RESTRICTIONS CONTAINED IN THE QUINTILES TRANSNATIONAL HOLDINGS INCSTOCK PURCHASE AGREEMENT, DATED AS OF MAY 28, 2001, BY AND BETWEEN THE COMPANY AND RED BASIN, LLC. 2008 STOCK INCENTIVE PLAN (FORMERLY IN CONNECTION WITH ANY TRANSFER, THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), HOLDER WILL DELIVER TO THE COMPANY SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH PLAN THE COMPANY MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME REASONABLY REQUIRE TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE CONFIRM THAT THE TRANSFER COMPLIES WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO FOREGOING RESTRICTIONS." "THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO ENTITLED TO THE BENEFITS OF AND ARE SUBJECT TO AN AWARD AGREEMENT BETWEEN CERTAIN OBLIGATIONS SET FORTH IN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT WARRANT PURSUANT TO THE TERMS EXERCISE OF WHICH SUCH SHARES WERE ISSUED. A COPY OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE WARRANT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUERCOMPANY."

Restrictive Legends. The Optionee understands Each certificate evidencing the Shares which the Investor may acquire hereunder and agrees that any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the Company opinion of the counsel for the Corporation) shall cause the legends set forth below be imprinted with one or more legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of in the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFEREDOFFERED AND SOLD ONLY IF SO REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THE HOLDER OF THESE SHARES MAY BE REQUIRED TO DELIVER TO THE COMPANY, SOLD OR TRANSFERRED EXCEPT PURSUANT IF THE COMPANY SO REQUESTS, AN OPINION OF COUNSEL (REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO (ITHE COMPANY) TO THE EFFECT THAT AN EFFECTIVE EXEMPTION FROM REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS (OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS) IS AVAILABLE WITH RESPECT TO ANY TRANSFER OF THESE SHARES THAT HAS NOT BEEN SO REGISTERED (OR QUALIFIED). INVESTORS SHOULD BE AWARE THAT THEY THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OF STOCK. A COPY OF THE PREFERENCES, POWERS, QUALIFICATIONS AND RIGHTS OF EACH CLASS AND SERIES WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE PROVIDED TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSSTOCKHOLDER WITHOUT CHARGE, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES)UPON WRITTEN REQUEST. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER, INCLUDING A "LOCK-UP" PROVISION RESTRICTING THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES TRANSFER OF THE FOREGOING PLAN ARE MAINTAINED WITH SECURITIES FOR A PERIOD OF TIME NOT TO EXCEED ONE HUNDRED EIGHTY (180) DAYS FROM THE CORPORATE RECORDS EFFECTIVE DATE OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCORPORATION'S UNDERWRITTEN PUBLIC OFFERING. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERThe Corporation shall be entitled to enter stop transfer notices on its transfer books with respect to the Securities.

Restrictive Legends. (a) The Optionee understands and agrees that shares of Warrant Stock issuable upon exercise of this Warrant (unless registered under the Company Securities Act of 1933, as amended (the “Securities Act”)) shall cause be stamped or imprinted with legends in substantially the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND RESALE, THE OFFER AND SALE OF SUCH SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND . SUCH SHARES MAY NOT BE OFFEREDSOLD, SOLD OFFERED FOR SALE, PLEDGED OR TRANSFERRED EXCEPT PURSUANT HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO (I) AN EFFECTIVE THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION STATEMENT UNDER AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE AWARE THAT THEY WILL BE REQUIRED TO BEAR OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE FINANCIAL RISKS HOLDER OF RECORD OF THIS INVESTMENT FOR AN INDEFINITE PERIOD CERTIFICATE TO THE SECRETARY OF TIMETHE CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE CORPORATION. THE ISSUER WILL FURNISH HOLDER OF THIS CERTIFICATE AGREES NOT TO ENGAGE IN WRITING AND WITHOUT CHARGE ANY HEDGING TRANSACTIONS WITH REGARD TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND SECURITIES REPRESENTED BY THIS CERTIFICATE UNLESS IN COMPLIANCE WITH THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES)SECURITIES ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AS SET FORTH IN THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF WARRANT BETWEEN THE ISSUER AND ARE AVAILABLE FOR INSPECTION THE ORIGINAL HOLDER OF THESE SECURITIES, INCLUDING THOSE SET FORTH IN REGULATION S OF THE SECURITIES ACT, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICES OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN CERTAIN RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FROM THE ISSUER AND EFFECTIVE DATE OF THE HOLDER, CORPORATION’S FIRST UNDERWRITTEN PUBLIC OFFERING IN THE UNITED STATES AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME MORE FULLY PROVIDED IN THE WARRANT TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF WHICH THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERWERE ISSUED.

Restrictive Legends. The Optionee understands (A) Each Rule 144A Global Note and agrees that the Company Institutional Accredited Investor Global Note shall cause bear the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(sfollowing legend (the “Private Placement Legend”) evidencing ownership of on the Shares together with any other legends that may be required by the Company or by state or federal securities lawsface thereof: THE SECURITIES REPRESENTED BY “THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN PARTICIPATION HEREIN MAY BE ALTEREDREOFFERED, AMENDEDSOLD, RESTATED OR MODIFIED FROM TIME TO TIMEASSIGNED, AND MAY NOT BE SOLDTRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A PERMITTED TRANSFEREE REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN ACCORDANCE RULE 144A 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, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER AND THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER INSTITUTIONAL ACCREDITED INVESTOR, IN EACH CASE IN A TRANSACTION INVOLVING A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE PROVISIONS THEREOF AND ANY TRANSFEREE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THESE THE SECURITIES SHALL BE ACT, SUBJECT TO THE TERMS ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF SUCH PLANAN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. COPIES THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE FOREGOING PLAN ARE MAINTAINED WITH HOLDER AFTER THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERRESALE RESTRICTION TERMINATION DATE.

Restrictive Legends. The Optionee Shareholder understands and agrees that the Company shall cause the legends set forth below below, or legends substantially equivalent theretolegends, to be placed upon any certificate(s) evidencing ownership of the Shares Holdco Shares, together with any other legends that may be required by the Company or by applicable federal or state or federal securities laws: “THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSSTATE, AND MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED, ASSIGNED, PLEDGED OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES SUCH ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE , OR UNLESS THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE CORPORATION AND ITS COUNSEL, THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). SUCH REGISTRATION IS NOT REQUIRED.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 CERTAIN RESTRICTIONS ON TRANSFER, REPURCHASE RIGHTS AND OTHER AGREEMENTS CONTAINED IN A RESTRICTED STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD PURCHASE AGREEMENT BETWEEN THE ISSUER CORPORATION AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE ORIGINAL HOLDER OF THESE SECURITIES SHALL SHARES. A COPY OF THE RESTRICTED STOCK PURCHASE AGREEMENT AND ALL APPLICABLE AMENDMENTS THERETO WILL BE SUBJECT FURNISHED BY THE COMPANY TO THE TERMS RECORD HOLDER OF SUCH AGREEMENT. COPIES THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERBUSINESS OR REGISTERED OFFICE.”

Restrictive Legends. The Optionee understands and agrees that All certificates representing any securities of the Company shall cause that are subject to this Agreement, including (a) the legends set forth below shares of the Company’s capital stock owned by the Founder, (b) the Preferred Stock, (c) the shares of the Company’s Common Stock issued upon conversion of the Preferred Stock or legends substantially equivalent theretothe exercise of warrants by Purchasers, to be placed SVB, or AEI, and (d) any other securities issued in respect of the Founder’s shares, Preferred Stock, or the Common Stock issued upon conversion of the Preferred Stock upon any certificate(sstock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted or unless the securities evidenced by such certificate shall have been registered under the Securities Act) evidencing ownership of be stamped or otherwise imprinted with a legend substantially in the Shares together with following form (in addition to any other legends that may be legend required by the Company or by under applicable state or federal securities laws: ): THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY HAVE BEEN ACQUIRED FOR INVESTMENT AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE “ACT’) OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND . SUCH SHARES MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO (I) AN EFFECTIVE THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION STATEMENT OR QUALIFICATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD COPIES OF THE AGREEMENTS COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE AWARE THAT THEY WILL BE REQUIRED TO BEAR OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE FINANCIAL RISKS HOLDER OF RECORD OF THIS INVESTMENT FOR AN INDEFINITE PERIOD CERTIFICATE TO THE SECRETARY OF TIMEFORCE10 NETWORKS, INC. AT THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY PRINCIPAL EXECUTIVE OFFICE OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES)COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS CONDITIONS SPECIFIED IN THE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT AND ANY AMENDMENT THERETO OR RESTATEMENTS THEREOF (SUCH AGREEMENT INCLUDING ANY SUCH AMENDMENTS OR RESTATEMENTS, THE “AGREEMENT’) BY AND AMONG FORCE10 NETWORKS, INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIMEAND CERTAIN OTHER SIGNATORIES THERETO, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE BY ACCEPTING ANY INTEREST IN ACCORDANCE WITH SUCH SECURITIES THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES PERSON ACCEPTING SUCH INTEREST SHALL BE SUBJECT DEEMED TO AGREE AND SHALL BECOME BOUND BY ALL THE TERMS PROVISIONS, INCLUDING THE VOTING PROVISIONS, OF SUCH PLANSAID AGREEMENT. COPIES A COPY OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE RECORD OF THESE SECURITIES SHALL BE SUBJECT THIS CERTIFICATE TO THE TERMS SECRETARY OF SUCH AGREEMENTFORCE10 NETWORKS, INC. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERUpon request of a holder of such a certificate, the Company shall remove the foregoing legend from the certificate or issue to such holder a new certificate therefor free of any transfer legend, if with such request, the Company shall have received either the opinion referred to in Section 9.3(a) or the “no-action” letter referred to in Section 9.3(b) to the effect that any transfer by such holder of the securities evidenced by such certificate will not violate the Securities Act and applicable state securities laws, unless any such transfer request is made after the Initial Public Offering or unless any such transfer legend may be removed pursuant to Rule 144(k), in which case no such opinion or “no-action” letter shall be required; provided, however, that the Company shall not be obligated to remove any such legends prior to the date of the initial Public Offering.

Restrictive Legends. The Optionee understands Each certificate evidencing the Shares which the Investor may purchase hereunder and agrees that any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the Company opinion of the counsel for the Corporation) shall cause the legends set forth below or be imprinted with legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of in the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWSAMENDED (THE "ACT"), AND MAY NOT BE OFFEREDOFFERED OR SOLD WITHOUT REGISTRATION UNDER THE ACT UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL, SOLD SATISFACTORY TO THE CORPORATION, THAT AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE OR TRANSFERRED EXCEPT SUCH REGISTRATION IS NOT REQUIRED PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES)ACT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL ALSO BE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER DURING A "STAND-OFF PERIOD" OF UP TO 180 DAYS AS PROVIDED IN THAT CERTAIN FEBRUARY ____, 1997, AGREEMENT BETWEEN THE TERMS OF SUCH PLANORIGINAL HOLDER HEREOF AND THE CORPORATION. COPIES THE CORPORATION WILL NOTIFY THE TRANSFER AGENT OF THE FOREGOING PLAN ARE MAINTAINED WITH STARTING DATE OF ANY SUCH STAND-OFF PERIOD AND WILL ISSUE STOP-TRANSFER INSTRUCTIONS APPLICABLE TO THE CORPORATE RECORDS STAND-OFF PERIOD. WHENEVER THE TRANSFER AGENT HAS RECEIVED NO SUCH STOP TRANSFER INSTRUCTIONS FROM THE CORPORATION, THE TRANSFER AGENT IS HEREBY AUTHORIZED AND DIRECTED TO CONCLUSIVELY PRESUME THAT NO STAND-OFF PERIOD IS IN EFFECT TO PREVENT THE TRANSFER OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT CERTIFICATE. IMMEDIATELY AFTER THE EXPIRATION DATE OF ANY STAND-OFF PERIOD (WHICH SHALL FALL NOT LATER THAN 180 DAYS AFTER THE STARTING DATE), THIS RESTRICTIVE LEGEND AND ANY RELATED STOP TRANSFER INSTRUCTIONS GIVEN BY THE CORPORATION TO AN AWARD AGREEMENT BETWEEN THE ISSUER TRANSFER AGENT SHALL BE OF NO FURTHER FORCE OR EFFECT, AND THE HOLDERTRANSFER AGENT IS HEREBY AUTHORIZED AND DIRECTED, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED AT ANY TIME ON OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH AFTER THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES EXPIRATION DATE OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH STAND-OFF PERIOD, TO ISSUE A NEW CERTIFICATE WITHOUT THIS LEGEND IN EXCHANGE FOR THIS LEGENDED CERTIFICATE UPON SURRENDER BY AND AT THE CORPORATE RECORDS REQUEST OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT HOLDER WITHOUT FURTHER AUTHORIZATION FROM THE PRINCIPAL OFFICES OF THE ISSUERCORPORATION. The Corporation shall be entitled to enter stop transfer notices on its transfer books with respect to the Shares during the Regulation S restricted period and the Stand-off Period.

Restrictive Legends. The Optionee understands and agrees Such Purchaser acknowledges that the Company certificates representing such Purchaser’s Debentures or Warrants shall cause the legends each conspicuously set forth below on the face or legends back thereof a legend in substantially equivalent theretothe following form, corresponding to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsstockholder’s status as set forth in Section 3.3(c): REGULATION D LEGEND: “[NEITHER] THIS SECURITY [NOR THE SECURITIES REPRESENTED BY INTO WHICH THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND . THEY MAY NOT BE OFFEREDSOLD, SOLD OFFERED FOR SALE, PLEDGED OR TRANSFERRED EXCEPT PURSUANT TO (I) HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE] [CONVERTIBLE]] HASBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE REGULATION S PROMULGATED UNDER THE SECURITIES SHALL ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED CONDUCTED UNLESS IN COMPLIANCE WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERSECURITIES ACT.”

Restrictive Legends. The Optionee understands and agrees that the Company shall cause the legends set forth below [Include if Note is a Restricted Note or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: a Regulation S Note – THIS NOTE AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, ASSOCIATED GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND LAWS OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFERED, SOLD SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR TRANSFERRED EXCEPT OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF 1933A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AS AMENDED, (D) PURSUANT TO OFFERS AND IN COMPLIANCE WITH APPLICABLE STATE SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES LAWS ACT OR (IIE) AN APPLICABLE PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY REQUIREMENTS OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ACT, SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (FORMERLY i) PURSUANT TO CLAUSE (D) PRIOR TO THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED CERTIFICATION AND/OR MODIFIED FROM TIME OTHER INFORMATION SATISFACTORY TO TIMEEACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [Include if Note is a Global Note - THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE SOLDEXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, PLEDGEDAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, ENCUMBERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] [Include if Note is a Global Note and DTC is the Depositary- UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (INCLUDING ITS DIRECT ANY INDIRECT PARTICIPANTS, “DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE TRANSFERRED OTHER THAN BY OR TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL BECAUSE THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ARTICLE THREE THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.NOTES

Restrictive Legends. The Optionee understands and agrees that In order to reflect the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership restrictions on ------------------- disposition of the Shares, the stock certificates representing the Shares together will be endorsed with the following restrictive legends, in addition to any other legends that may be required by the Company or by state or federal securities lawsStockholders Agreement: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF OF A RESTRICTED STOCK AGREEMENT DATED AS OF _____ __, 2000, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE RIGHTS EXERCISABLE BY TELLIUM, INC. AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE TAKES SUBJECT TO THE TERMS OF SUCH AGREEMENTREPURCHASE RIGHTS. COPIES OF THE FOREGOING RESTRICTED STOCK AGREEMENT ARE MAINTAINED ON FILE WITH THE CORPORATE RECORDS COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERACT."

Restrictive Legends. The Optionee understands Each certificate representing (i) the Preferred ------------------- Stock, (ii) the Conversion Stock, (iii) the NBC Warrant, (iv) the Bridge Warrants, (v) the Common Stock issuable upon conversion of the NBC Warrant, (vi) the Common Stock issuable upon conversion of the Bridge Warrants, (vii) the Refco Warrant, (viii) the VBW&C Warrants and agrees that (ix) any other securities issued in respect of the Company shall cause Preferred Stock, the legends set forth below Conversion Stock or legends substantially equivalent thereto, to be placed the Common Stock issuable upon conversion of the NBC Warrant or Bridge Warrants upon any certificate(sstock split, stock dividend, recapitalization, merger, consolidation or similar event, shall (unless otherwise permitted by the provisions of Section 3.4 below) evidencing ownership of be stamped or otherwise imprinted with legends in the Shares together with following form (in addition to any legend required under any other legends that may be required by agreement between the Purchaser and the Company or by under applicable state or federal securities laws: ): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY HAVE BEEN ACQUIRED FOR INVESTMENT AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND . SUCH SHARES MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT IN THE ABSENCE OF SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO (I) AN EFFECTIVE IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND PROSPECTUS DELIVERY REQUIREMENTS OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMESUCH ACT. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF FIRST REFUSAL AND MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE ONLY IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES AN AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER, A COPY OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION WHICH IS ON FILE AT THE PRINCIPAL OFFICES OFFICE OF THE ISSUERCOMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDEREach Purchaser and Holder consents to the Company making a notation on its records and giving instructions to any transfer agent of the Preferred Stock, AS SUCH AGREEMENT MAY BE AMENDEDthe Common Stock, RESTATED OR MODIFIED FROM TIME TO TIMEthe NBC Warrant, AND MAY NOT BE TRANSFERREDthe Bridge Warrants, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERthe Refco Warrants or the VBW&C Warrants in order to implement the restrictions on transfer established in this Section 3.

Restrictive Legends. The Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) Any share certificate evidencing ownership of the Shares together shall be endorsed with the following legends (in addition to any other legends that may be legend required by the Company or by under applicable state or and federal securities laws: laws or other applicable law): THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO AMENDED (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES“ACT”). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGEDTRANSFERRED, ENCUMBERED ASSIGNED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT COVERING SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE PROVISIONS THEREOF AND ANY TRANSFEREE ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES SHALL BE SUBJECT REASONABLY SATISFACTORY TO THE TERMS OF COMPANY, STATING THAT SUCH PLAN. COPIES SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERACT. THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AND TRANSFERABLE ONLY IN ACCORDANCE WITH THAT CERTAIN STAND-ALONE RESTRICTED STOCK AWARD AGREEMENT BETWEEN AGREEMENT, COPIES OF WHICH ARE ON FILE AT THE ISSUER AND PRINCIPAL OFFICE OF THE HOLDER, AS SUCH AGREEMENT COMPANY. NO TRANSFER OR PLEDGE OF THE SECURITIES EVIDENCED HEREBY MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS PROVISIONS OF SUCH AGREEMENT. COPIES BY ACCEPTANCE OF THIS CERTIFICATE, ANY HOLDER, TRANSFEREE, OR PLEDGEE HEREOF AGREES TO BE BOUND BY ALL OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS PROVISIONS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERSUCH AGREEMENT.

Restrictive Legends. (a) The Optionee understands and agrees that shares of Warrant Stock issuable upon exercise of this Warrant (unless registered under the Company Securities Act of 1933, as amended (the “Securities Act”)) shall cause be stamped or imprinted with legends in substantially the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND RESALE, THE OFFER AND SALE OF SUCH SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND . SUCH SHARES MAY NOT BE OFFEREDSOLD, SOLD OFFERED FOR SALE, PLEDGED OR TRANSFERRED EXCEPT PURSUANT HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO (I) AN EFFECTIVE THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION STATEMENT UNDER AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD COPIES OF THE AGREEMENT COVERING THE PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE AWARE THAT THEY WILL BE REQUIRED TO BEAR OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE FINANCIAL RISKS HOLDER OF RECORD OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. CERTIFICATE TO THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY SECRETARY OF THE BOARD CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES)THE CORPORATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER FOR A PERIOD OF TIME FROM THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY EFFECTIVE DATE OF THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), CORPORATION’S FIRST UNDERWRITTEN PUBLIC OFFERING AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME MORE FULLY PROVIDED IN THE WARRANT TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF WHICH THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERWERE ISSUED.

Restrictive Legends. The Optionee understands (a) Except as otherwise provided in this Section 8, each certificate for Warrant Stock initially issued upon the exercise of this Warrant, and agrees that each certificate for Warrant Stock issued to any subsequent transferee of any such certificate, shall be stamped or otherwise imprinted with four legends in substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing forms: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND MAY NOT LAW. NO TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE TO A PERSON OTHER THAN AN AFFILIATE OF THE HOLDER THEREOF SHALL BE OFFERED, SOLD VALID OR TRANSFERRED EXCEPT EFFECTIVE UNLESS (A) SUCH TRANSFER IS MADE PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDEDACT, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR (IIB) THE HOLDER OF THE SECURITIES PROPOSED TO BE TRANSFERRED SHALL HAVE DELIVERED TO THE COMPANY EITHER A NO-ACTION LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION OR AN APPLICABLE EXEMPTION OPINION OF COUNSEL (WHO MAY BE AN EMPLOYEE OF SUCH HOLDER) EXPERIENCED IN SECURITIES MATTERS, SUCH OPINION AND SUCH COUNSEL BEING REASONABLY SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH PROPOSED TRANSFER IS EXEMPT FROM THE REGISTRATION THEREUNDER OR UNDER REQUIREMENTS OF THE SECURITIES ACT AND OF ANY APPLICABLE STATE SECURITIES LAWSLAWS OR (C) SUCH TRANSFER IS PURSUANT TO RULE 144 OR RULE 144A UNDER THE SECURITIES ACT AND SUCH HOLDER(S) SHALL HAVE DELIVERED TO THE COMPANY A CERTIFICATE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY SETTING FORTH THE BASIS FOR APPLYING ANY SUCH RULE TO THE PROPOSED TRANSFER." "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ENTITLED TO THE BENEFIT OF CERTAIN "PUTS" SET FORTH IN THE WARRANT PURSUANT TO THE EXERCISE OF WHICH SUCH SHARES WERE ISSUED AND ARE ENTITLED TO THE BENEFIT OF AND ARE SUBJECT TO CERTAIN OBLIGATIONS CONTAINED IN CERTAIN OTHER PROVISIONS OF SUCH WARRANT. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR A COPY OF SUCH WARRANT IS AVAILABLE AT THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY EXECUTIVE OFFICES OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). COMPANY." "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INCTERMS AND CONDITIONS SET FORTH IN A CERTAIN SHAREHOLDERS AGREEMENT. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS COPY OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE SHAREHOLDERS AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. COMPANY." "THE SECURITIES REPRESENTED COMPANY WILL MAIL TO THE HOLDERS OF THE SHARES EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN A COPY OF THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE EXPRESS TERMS OF SUCH AGREEMENT. COPIES THE SHARES REPRESENTED BY THE CERTIFICATE AND OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH OTHER CLASS OR CLASSES AND SERIES OF SHARES, IF ANY, WHICH THE CORPORATE RECORDS COMPANY IS AUTHORIZED TO ISSUE, WITHIN FIVE (5) DAYS AFTER RECEIPT OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERWRITTEN REQUEST THEREFOR."

Restrictive Legends. The Optionee understands and agrees that Any certificates representing the Company Shares shall cause the legends set forth below or have endorsed thereon legends substantially equivalent theretoas follows: “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, to be placed upon any certificate(sAS AMENDED, OR QUALIFIED UNDER ANY STATE LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: A REGISTRATION STATEMENT COVERING SUCH SECURITIES IS EFFECTIVE UNDER SUCH ACT AND THE TRANSACTION IS QUALIFIED UNDER APPLICABLE STATE LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS UNDER THE ACT AND THE QUALIFICATION REQUIREMENTS OF APPLICABLE STATE LAW AND, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO ADDITIONAL RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER TRANSFER SET FORTH IN A LETTER AGREEMENT WITH THE SECURITIES ACT COMPANY (A COPY OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, WHICH MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS WITHOUT CHARGE) AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS VIOLATION OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERRESTRICTIONS.”

Restrictive Legends. The Optionee understands and agrees that Except as otherwise permitted by this Article VIII, each Warrant (including each Warrant issued upon the Company transfer of any Warrant) shall cause be stamped or otherwise imprinted with a legend in substantially the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: “THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE SECURITIES REPRESENTED BY EXERCISE OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSSTATE, AND MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED OR TRANSFERRED OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT (THE “WARRANT AGREEMENT”) DATED AS OF DECEMBER 11, 2008 AMONG XXXXXXX INDUSTRIES, INC. AND THE HOLDERS FROM TIME TO TIME OF THE WARRANTS ISSUED THEREUNDER, PURSUANT TO WHICH THIS WARRANT WAS ISSUED.” “THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF (1) THE WARRANT AGREEMENT AND (2) A SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF DECEMBER 11, 2008 AMONG XXXXXXX INDUSTRIES, INC., THE HOLDERS FROM TIME TO TIME OF THE WARRANTS AND THE OTHER STOCKHOLDERS THAT ARE A PARTY THERETO, AS EACH SUCH AGREEMENT MAY BE AMENDED, MODIFIED, SUPPLEMENTED, RESTATED OR OTHERWISE CHANGED FROM TIME TO TIME.” Except as otherwise permitted by this Article VIII, each certificate for Common Stock (or Other Securities) issued upon the exercise of any Warrant, and each certificate issued upon the transfer of any such Common Stock (or Other Securities), shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE OR THE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIMEANY STATE, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE COMPLIANCE WITH THE PROVISIONS THEREOF CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT (THE “WARRANT AGREEMENT”) DATED AS OF DECEMBER 11, 2008 AMONG XXXXXXX INDUSTRIES, INC. AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT THE HOLDERS FROM TIME TO THE TERMS OF SUCH PLAN. COPIES TIME OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS WARRANTS ISSUED THEREUNDER. A COMPLETE AND CORRECT COPY OF THE ISSUER AND ARE WARRANT AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OFFICE OF XXXXXXX INDUSTRIES, INC. OR AT THE ISSUEROFFICE OR AGENCY MAINTAINED BY XXXXXXX INDUSTRIES, INC. AS PROVIDED IN THE WARRANT AGREEMENT AND WILL BE FURNISHED TO THE HOLDER OF SUCH SECURITIES UPON WRITTEN REQUEST AND WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD THE TERMS AND CONDITIONS OF A SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BETWEEN DATED AS OF DECEMBER 11, 2008 AMONG XXXXXXX INDUSTRIES, INC., THE ISSUER HOLDERS FROM TIME TO TIME OF THE WARRANTS AND THE HOLDEROTHER STOCKHOLDERS THAT ARE A PARTY THERETO, AS SUCH AGREEMENT MAY BE AMENDED, MODIFIED, SUPPLEMENTED, RESTATED OR MODIFIED OTHERWISE CHANGED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.”

Restrictive Legends. The Optionee understands and agrees that All certificates representing the Company PubCo Forward Purchase Securities shall cause the legends set forth below or have endorsed thereon legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsas follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD SOLD, TRANSFERRED, PLEDGED OR TRANSFERRED OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES SUCH ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR SUCH LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR SUCH ACT AND SUCH LAWS WHICH, IN THE FINANCIAL RISKS OPINION OF THIS INVESTMENT COUNSEL FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSPUBCO, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). IS AVAILABLE.” All certificates representing the PubCo Forward Purchase Securities shall have endorsed thereon legends substantially as follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, A LOCKUP AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERREDOFFERED, SOLD, ASSIGNEDTRANSFERRED, PLEDGED, HYPOTHECATED PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH DURING THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES TERM OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERLOCKUP EXCEPT PURSUANT TO ITS TERMS.” Subject to applicable requirements of the Securities Act and the interpretations of the Commission thereunder and any requirements of PubCo’s transfer agent, PubCo shall ensure that instruments, whether certificated or uncertificated, evidencing the PubCo Forward Purchase Securities shall not contain any legend (including the legend set forth in this Section 7.3), (i) following any sale of such PubCo Forward Purchase Securities pursuant to Rule 144, or (ii) if such PubCo Forward Purchase Securities are eligible for sale under Rule 144 without the requirement for PubCo to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions.

Restrictive Legends. The Optionee understands Each certificate or other written documentation representing any of the Securities which the Investor is purchasing or may purchase hereunder and agrees that any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the Company opinion of the counsel for the Corporation) shall cause the legends set forth below be stamped or otherwise imprinted with legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of in the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIMELAW, AND MAY NOT BE SOLD, PLEDGEDTRANSFERRED, ENCUMBERED ASSIGNED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE PROVISIONS THEREOF AND ANY TRANSFEREE HOLDER RECEIVES AN OPINION OF THESE COUNSEL FOR THE HOLDER OF THE SECURITIES SHALL BE SUBJECT REASONABLY SATISFACTORY TO THE TERMS CORPORATION, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER ACT AND THE HOLDERQUALIFICATION REQUIREMENTS UNDER STATE LAW." The Corporation shall be entitled to enter stop transfer notices on its stock books with respect to the Securities. The parties hereto hereby acknowledge and agree that (i) the Corporation will be undergoing a recapitalization of the Series B Convertible Preferred Stock issued by the Corporation on May 31, AS SUCH AGREEMENT MAY BE AMENDED1999 and a restructuring of its remaining issued and outstanding convertible debt, RESTATED OR MODIFIED FROM TIME TO TIMEeach into the issuance of Common Stock at a per share price of $0.25 per share (collectively referred to herein as the "Recapitalization"); and (ii) the calculation of the number of Purchased Shares to be purchased hereunder shall take into account the Recapitalization. The Corporation will provide to Investor, AND MAY NOT BE TRANSFERREDon or before the Closing, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERa final schedule of equity after giving effect to the Recapitalization.

Restrictive Legends. The Optionee understands and agrees that Each certificate representing the Company ------------------- Restricted Securities shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required (unless otherwise permitted by the Company provisions of Section 1.1(c) below) be stamped or by otherwise imprinted with legends in the -------------- following form (in addition to any legend required under applicable state or federal international securities laws: ): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY HAVE BEEN ACQUIRED FOR INVESTMENT AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE "SECURITIES LAWS, AND ACT"). THESE SECURITIES MAY NOT BE OFFERED, -------------- SOLD OR TRANSFERRED EXCEPT PURSUANT TO UNLESS THERE IS (IA) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933COVERING SUCH SECURITIES, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (IIB) A VALID EXEMPTION THEREFROM AND THE COMPANY RECEIVES AN APPLICABLE EXEMPTION OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEACT. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLANAN INVESTOR RIGHTS AGREEMENT DATED AS OF MARCH 30, 2001, INCLUDING A RIGHT OF FIRST REFUSAL IN FAVOR OF THE COMPANY. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH AGREEMENT COVERING THE CORPORATE RECORDS PURCHASE OF THESE SHARES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUERCOMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENTThe Stockholders consent to the Company making a notation on its records and giving instructions to any transfer agent of the Restricted Securities in order to implement the restrictions on transfer established in this Section 1. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.---------

Restrictive Legends. The Optionee understands and agrees that All Applicable Certificates issued pursuant to the Company Agreement shall cause bear a legend to the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of following effect (the Shares together with any other legends that may be required by the Company or by state or federal securities laws: THE SECURITIES REPRESENTED BY “Restrictive Legend”): THIS CERTIFICATE ARE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALETRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF, HAVE NOT BEEN REGISTERED THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED); (2) AGREES THAT, FOR SO LONG AS THIS CERTIFICATE IS OUTSTANDING, IT WILL NOT RESELL OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT PURSUANT TO A “QUALIFIED INSTITUTIONAL BUYER” (I) AN EFFECTIVE REGISTRATION STATEMENT AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED); AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE, THE TRANSFEREE MUST COMPLETE THE FORM ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT SUCH FORM TO THE TRUSTEE. TRUST SUPPLEMENT NO. 2012-3C-O TO THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWSVIOLATION OF THE FOREGOING RESTRICTIONS. INVESTORS SHOULD BE AWARE THAT THEY WILL MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.

Restrictive Legends. The Optionee understands and agrees that Each Warrant, while it is a Restricted Security, shall be stamped or otherwise imprinted with a legend in substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THIS WARRANT AND THE SECURITIES REPRESENTED BY THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "FEDERAL ACT") OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER PROVISIONS OF THE FEDERAL ACT AND ALL APPLICABLE STATE SECURITIES LAWS; AND IN THE CASE OF ANY EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THE WARRANT OR THE OTHER SECURITIES. NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY LISTED IN SCHEDULE A TO THIS WARRANT. Each certificate for Restricted Securities (unless at the time of issuance such Restricted Securities are registered under the Securities Act) other than a Warrant, and each certificate issued upon the transfer or exchange of any such certificate for Restricted Securities (except as otherwise permitted by this Section 4) shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "FEDERAL ACT"), AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE NEITHER THESE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN NOR ANY INTEREST THEREIN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER PROVISIONS THEREOF OF THE FEDERAL ACT AND ANY TRANSFEREE ALL APPLICABLE STATE SECURITIES LAWS; AND IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERSECURITIES.

Restrictive Legends. The Optionee understands It is understood that each certificate representing the Shares and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon Additional Shares and any certificate(s) evidencing ownership other securities issued in respect of the Shares together or the Additional Shares upon any stock split, stock dividend, recapitalization, merger or similar event shall be stamped or otherwise imprinted with any other legends that may be required by a legend substantially in the Company or by state or federal securities lawsfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWSTHEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN WRITING FORM AND WITHOUT CHARGE SUBSTANCE REASONABLY SATISFACTORY TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS. THE SALE, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS TRANSFER OR OTHER DISPOSITION OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE HEREBY IS ALSO SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)COMPLIANCE WITH TERMS AND CONDITIONS OF THAT CERTAIN STOCKHOLDERS AGREEMENT, AS SUCH PLAN MAY BE ALTEREDSUPPLEMENTED, AMENDED, RESTATED OR MODIFIED AND AMENDED FROM TIME TO TIME, AMONG THE COMPANY AND MAY NOT BE SOLDTHE STOCKHOLDERS SIGNATORY THERETO, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE COPY OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE WHICH AGREEMENT IS AVAILABLE FOR INSPECTION DURING REGULAR BUSINESS HOURS AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCOMPANY.

Restrictive Legends. The Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, (a) Each certificate evidencing shares of SII Common Stock to be placed upon any certificate(sissued to the Continuing Holders (and the shares of Surviving Corporation Common Stock into which such shares of SII Common Stock will be converted) evidencing ownership of shall contain the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing legend: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, STATE; AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933ACT, AS AMENDEDAND, AND IN COMPLIANCE WITH APPLICABLE STATE IF APPLICABLE, THE SECURITIES LAWS OF ANY STATE OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THEREFROM." "BY ITS ACCEPTANCE HEREOF, THE FINANCIAL RISKS HOLDER OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. CERTIFICATE REPRESENTS THAT IT IS ACQUIRING THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT FOR ITS OWN ACCOUNT AND AGREES TO COMPLY IN ALL RESPECTS WITH APPLICABLE SECURITIES LAWS AND THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN PROVISIONS OF THE AMENDED AND RESTATED CONTRIBUTION AND PARTICIPATION AGREEMENT DATED AS OF DECEMBER 1, 2000 (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN"CONTRIBUTION AGREEMENT"), A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY." "THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE, OR OTHER DISPOSITION OF THE SHARES EVIDENCED BY THIS CERTIFICATE, OR ANY INTEREST IN SAID SHARES, IS PROHIBITED EXCEPT AS PERMITTED BY THE TERMS OF THE CONTRIBUTION AGREEMENT. NO SUCH PLAN MAY SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION SHALL BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE EFFECTIVE UNLESS MADE IN ACCORDANCE WITH THE PROVISIONS THEREOF TERMS AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES CONDITIONS OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH CONTRIBUTION AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER."

Restrictive Legends. The Optionee understands Standby Purchasers understand and agrees agree that the Company shall cause Securities will bear a legend substantially similar to the legends legend set forth below or legends substantially equivalent thereto, in addition to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends legend that may be required by applicable law or by any agreement between the Company or by state or federal securities laws: and any of the Standby Purchasers. The legend may be removed pursuant to Section 10(a)(iii) and Section 10(a)(iv) as provided above. The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED AND/OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND . THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT (A) PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS REGISTRATION AND/OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE , (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS PROVIDED THAT THEY WILL BE REQUIRED AT THE ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN WRITING FORM, SUBSTANCE AND WITHOUT CHARGE SCOPE REASONABLY SATISFACTORY TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSISSUER) TO THE EFFECT THAT SUCH SECURITIES MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE OR (C) SUCH SECURITIES MAY BE SOLD PURSUANT TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). RULE 144 PROMULGATED UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)ACT OF 1933, AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.

Restrictive Legends. The Optionee Holder understands and agrees that the Company shall cause the legends set forth below below, or legends substantially equivalent theretolegends, to be placed upon any certificate(s) evidencing ownership of the Shares Shares, together with any other legends that may be required by the Company or by applicable state or federal securities laws: THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND VARIOUS APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR ASSIGNED OR A SECURITY INTEREST CREATED THEREIN, UNLESS THE PURCHASER, TRANSFEREE, ASSIGNEE, PLEDGEE OR HOLDER OF SUCH SECURITY INTEREST COMPLIES WITH ALL STATE AND FEDERAL SECURITIES LAWS (I.E., SUCH SECURITIES ARE REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE THEREUNDER) AND UNLESS THE SELLER, TRANSFEROR, ASSIGNOR, PLEDGOR OR GRANTOR OF SUCH SECURITY INTEREST PROVIDES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSACTION CONTEMPLATED WOULD NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AND AS AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE OFFEREDOFFERED OR SOLD WITHIN THE UNITED STATES OR TO, SOLD OR TRANSFERRED FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER: (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THESE SHARES IN AN OFFSHORE TRANSACTION; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THESE SHARES EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933ACT, AS AMENDED(C) INSIDE THE UNITED STATES, AND TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS RULE 000X XXXXX XXX XXX, (X) XXXXXX XXX XXXXXX XXXXXX, TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE COMPANY A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THESE SHARES (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE COMPANY), (E) OUTSIDE THE UNITED STATES, IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULES 904 AND 905 UNDER THE ACT, OR (IIF) AN APPLICABLE PURSUANT TO THE EXEMPTION FROM REGISTRATION THEREUNDER OR PROVIDED BY RULE 144 UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THE ACT (IF AVAILABLE); AND (3) AGREES THAT THEY IT WILL BE REQUIRED GIVE EACH PERSON TO BEAR WHOM THESE SHARES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE FINANCIAL RISKS EFFECT OF THIS INVESTMENT FOR LEGEND. IN CONNECTION WITH ANY TRANSFER OF THESE SHARES PURSUANT TO CLAUSES (C), (D) OR (F) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH EXEMPTION OR IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE A TRANSACTION NOT SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INCREGISTRATION REQUIREMENTS OF THE ACT. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)AS USED HEREIN, AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF ‘OFFSHORE TRANSACTION,’ ‘UNITED STATES,’ AND ‘U.S. PERSON’ HAVE THE FOREGOING PLAN ARE MAINTAINED WITH MEANING GIVEN TO THEM BY REGULATION S UNDER THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERACT.”

Restrictive Legends. The Optionee understands (a) All Stockholder Shares shall be issued and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) held in certificated form and each such certificate evidencing such Stockholders’ ownership of Stockholder Shares shall be stamped or otherwise imprinted with legends in substantially the Shares together with any other legends that may be required by following form (i) so long as Article FOURTH, Section 3 of the Company or by state or federal securities lawsCharter is in effect: “THE SECURITIES CORPORATION’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (THE “CHARTER”) INCLUDES, AMONG OTHER THINGS, TRANSFER RESTRICTIONS ON, AND OBLIGATIONS WITH RESPECT TO, THE COMMON STOCK AND THE PREFERRED STOCK OF THE CORPORATION. SO LONG AS IT IS IN EFFECT, THE CHARTER RESTRICTS TRANSFERS THAT WOULD RESULT IN THE NUMBER OF RECORD HOLDERS OF ANY CLASS OF CAPITAL STOCK OF THE CORPORATION EXCEEDING 450 HOLDERS. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE CHARTER, CONTAINING THE ABOVE-REFERENCED TRANSFER RESTRICTIONS AND OBLIGATIONS, UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.” (ii) “THE CORPORATION’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (THE “CHARTER”) INCLUDES, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFERS. A COPY OF THE CHARTER WILL BE FURNISHED WITHOUT CHARGE BY THE CORPORATION TO THE HOLDER HEREOF UPON WRITTEN REQUEST.” (iii) “THE CORPORATION’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION (THE “CHARTER”) INCLUDES, AMONG OTHER THINGS, TRANSFER RESTRICTIONS ON, AND OBLIGATIONS WITH RESPECT TO, THE COMMON STOCK AND THE PREFERRED STOCK OF THE CORPORATION. UNDER CERTAIN CIRCUMSTANCES, THE HOLDER OF THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT MAY BE OBLIGATED TO TRANSFER SUCH HOLDER’S SHARES IN ACCORDANCE WITH THE CHARTER. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE CHARTER, CONTAINING THE ABOVE-REFERENCED TRANSFER RESTRICTIONS ON TRANSFERABILITY AND RESALEOBLIGATIONS, HAVE UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS.” and (iv): “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN PARTICIPATION HEREIN MAY BE ALTEREDREOFFERED, AMENDEDSOLD, RESTATED OR MODIFIED FROM TIME TO TIMEASSIGNED, AND MAY NOT BE SOLDTRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM PURSUANT TO APPLICABLE LAW. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER THAN TO DISPOSITION OF THIS SECURITY IN A PERMITTED TRANSFEREE IN ACCORDANCE WITH TRANSACTION THAT IS NOT REGISTERED UNDER THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE ACT IS SUBJECT TO THE TERMS CORPORATION’S RIGHT TO REQUIRE DELIVERY OF SUCH PLAN. COPIES AN OPINION OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDERCOUNSEL, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED CERTIFICATION AND/OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT OTHER INFORMATION SATISFACTORY TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCORPORATION.”

Restrictive Legends. The Optionee understands and agrees that Each certificate representing any Shares or Conversion Shares shall bear legends in substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO THE COMPANY'S COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET FORTH IN THE CERTIFICATE OF INCORPORATION AS AMENDED AND/OR RESTATED FROM TIME TO TIME. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE QUINTILES TRANSNATIONAL HOLDINGS INCMEANING OF THE 1933 ACT. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND SHARES MAY NOT BE SOLD, PLEDGED, ENCUMBERED TRANSFERRED OR OTHERWISE TRANSFERRED OTHER THAN TO ASSIGNED EXCEPT IN A PERMITTED TRANSFEREE IN ACCORDANCE WITH TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS THEREOF OF THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND ANY TRANSFEREE STATE SECURITIES LAWS. THE SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THESE SECURITIES SHALL BE THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE TERMS PROVISIONS OF SUCH PLAN. COPIES A PURCHASE AGREEMENT DATED AS OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS SEPTEMBER 2, 2003, A COPY OF THE ISSUER AND ARE WHICH IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE PRINCIPAL OFFICES OFFICE'S OF THE ISSUERCOMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS ANY SUCH AGREEMENT MAY REQUEST SHOULD BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT ADDRESSED TO THE TERMS OF SUCH AGREEMENT. COPIES SECRETARY OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCOMPANY.

Restrictive Legends. The Optionee understands Except as otherwise permitted by this Section 11.11, each Unit, and agrees that each constituent Senior Discount Note and Common Stock Purchase Warrant certificate (or Common Stock certificate issued on exercise thereof), issued pursuant to this Agreement shall be stamped or otherwise imprinted with a legend in substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE STATE. SUCH SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 OR RULE 144A UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO SUCH ACT, PROVIDED THAT, IF REQUESTED BY THE COMPANY, AN OPINION OF EXCEPT COUNSEL REASONABLY SATISFACTORY IN ACCORDANCE WITH FORM AND SUBSTANCE IS FURNISHED TO THE PROVISIONS THEREOF COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE. IN ADDITION, ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS SECURITY IS RESTRICTED BY, AND ANY TRANSFEREE THE RIGHTS. OF THESE SECURITIES SHALL BE THE HOLDER OF SUCH SECURITY ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN, A SECURITIES PURCHASE AGREEMENT DATED AS OF SUCH AGREEMENT. COPIES APRIL 15,1998, A COMPLETE AND CORRECT COPY OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS FORM OF WHICH WILL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND ARE WITHOUT CHARGE. THIS DEBT INSTRUMENT WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT ("OID"). STREAMLINE, INC., AT 00 XXXXXXXXX XXXXXX, XXXXXXXX, XXXXXXXXXXXXX, WILL, BEGINNING APRIL 15,1998, MAKE AVAILABLE FOR INSPECTION AT TO HOLDERS UPON REQUEST THE PRINCIPAL OFFICES ISSUE PRICE, THE AMOUNT OF OID, THE ISSUERISSUE DATE AND THE YIELD TO MATURITY. The Company shall maintain a copy of this Agreement and any amendments thereto on file in its principal office, and will make such copy available during normal business hours for inspection to any party thereto or will provide such copy to any Purchaser upon its request. Whenever the legend requirement imposed by this Section 11.11 shall terminate, as hereinabove provided, the respective holders of Securities for which such legend requirements have terminated shall be entitled to receive from the Company, at the Company's expense, Senior Discount Notes or new Common Stock Purchase Warrant certificates, as applicable, without such. legend.

Restrictive Legends. The Optionee understands and agrees that book entry representing the Company shares of Purchaser Common Stock acquired by Seller hereunder shall cause bear the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS WHICH IS AVAILABLE.” “THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER PURSUANT TO THE PROVISIONS THEREOF OF AN INVESTOR RIGHTS AGREEMENT AND ANY TRANSFEREE A REGISTRATION RIGHTS AGREEMENT, IN EACH CASE, BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES. A COPY OF THE INVESTOR RIGHTS AGREEMENT AND REGISTRATION RIGHTS AGREEMENT MAY BE OBTAINED FROM THE ISSUER. SUCH TRANSFER RESTRICTIONS ARE BINDING ON TRANSFEREES OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES EXTENT PROVIDED THEREIN AND ANY TRANSFER IN VIOLATION OF THE FOREGOING INVESTOR RIGHTS AGREEMENT ARE MAINTAINED WITH OR THE CORPORATE RECORDS REGISTRATION RIGHTS AGREEMENT IS VOID AND OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERNO EFFECT.”

Restrictive Legends. The Optionee understands and agrees that All certificates representing the Company Shares shall cause the legends set forth below or have endorsed thereon legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsas follows: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY NOT BE OFFERED, SOLD SOLD, TRANSFERRED, PLEDGED OR TRANSFERRED OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES OR SUCH LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE THE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR ACT AND SUCH LAWS WHICH, IN THE FINANCIAL RISKS OPINION OF COUNSEL FOR THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSCORPORATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). IS AVAILABLE.” “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE WILL BE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN ATLANTIC ALLIANCE PARTNERSHIP CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND THE HOLDER AND MAY NOT ONLY BE OFFERED, SOLD, PLEDGEDTRANSFERRED, ENCUMBERED PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO A PERMITTED TRANSFEREE THE TERMS SET FORTH IN ACCORDANCE WITH THE PROVISIONS THEREOF INSIDER LETTER.” “SECURITIES EVIDENCED BY THIS CERTIFICATE AND ANY TRANSFEREE ORDINARY SHARES OF THESE THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE SUBJECT ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCOMPANY.”

Restrictive Legends. The Optionee understands and agrees that the Company shall cause the legends set forth below [Include if Note is a Restricted Note or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: a Regulation S Note — THIS NOTE AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, ASSOCIATED GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND LAWS OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFERED, SOLD SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR TRANSFERRED EXCEPT OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF 1933A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AS AMENDED, (D) PURSUANT TO OFFERS AND IN COMPLIANCE WITH APPLICABLE STATE SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES LAWS ACT OR (IIE) AN APPLICABLE PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY REQUIREMENTS OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ACT, SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (FORMERLY i) PURSUANT TO CLAUSE (D) PRIOR TO THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED CERTIFICATION AND/OR MODIFIED FROM TIME OTHER INFORMATION SATISFACTORY TO TIMEEACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [Include if Note is a Global Note - THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE SOLDEXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, PLEDGEDAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, ENCUMBERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] [Include if Note is a Global Note and DTC is the Depositary- UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (INCLUDING ITS DIRECT ANY INDIRECT PARTICIPANTS, “DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE TRANSFERRED OTHER THAN BY OR TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL BECAUSE THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ARTICLE THREE THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.NOTES

Restrictive Legends. The Optionee understands and agrees that Except as otherwise permitted by this Article IX, each Warrant (including each Warrant issued upon the Company transfer of any Warrant) shall cause be stamped or otherwise imprinted with a legend in substantially the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: “THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE SECURITIES REPRESENTED BY EXERCISE OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE SECURITIES LAWSSTATE, AND MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED OR TRANSFERRED OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT (THE “WARRANT AGREEMENT”) DATED AS OF MARCH 9, 2012, BY AND AMONG PULSE ELECTRONICS CORPORATION AND THE HOLDERS FROM TIME TO TIME OF THE WARRANTS ISSUED THEREUNDER PURSUANT TO WHICH THIS WARRANT WAS ISSUED.” “THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF (1) THE WARRANT AGREEMENT AND (2) A WARRANT SHARES REGISTRATION RIGHTS AGREEMENT DATED AS OF MARCH 9, 2012, BY AND AMONG PULSE ELECTRONICS CORPORATION AND THE HOLDERS FROM TIME TO TIME OF THE WARRANTS, AS EACH SUCH AGREEMENT MAY BE AMENDED, MODIFIED, SUPPLEMENTED, RESTATED OR OTHERWISE CHANGED FROM TIME TO TIME.” Except as otherwise permitted by this Article IX, each certificate for Common Stock (or Other Securities) issued upon the exercise of any Warrant, and each certificate issued upon the transfer of any such Common Stock (or Other Securities), shall be stamped or otherwise imprinted with a legend in substantially the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE OR THE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIMEANY STATE, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE COMPLIANCE WITH THE PROVISIONS THEREOF CONDITIONS SPECIFIED IN THE WARRANT AGREEMENT (THE “WARRANT AGREEMENT”) DATED AS OF MARCH 9, 2012, BY AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT AMONG PULSE ELECTRONICS CORPORATION AND THE HOLDERS FROM TIME TO THE TERMS OF SUCH PLAN. COPIES TIME OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS WARRANTS ISSUED THEREUNDER. A COMPLETE AND CORRECT COPY OF THE ISSUER AND ARE WARRANT AGREEMENT IS AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OFFICE OF PULSE ELECTRONICS CORPORATION OR AT THE ISSUER. OFFICE OR AGENCY MAINTAINED BY PULSE ELECTRONICS CORPORATION AS PROVIDED IN THE WARRANT AGREEMENT AND WILL BE FURNISHED TO THE HOLDER OF SUCH SECURITIES UPON WRITTEN REQUEST AND WITHOUT CHARGE.” “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER TERMS AND CONDITIONS OF A WARRANT SHARES REGISTRATION RIGHTS AGREEMENT, DATED AS OF MARCH 9, 2012, BY AND AMONG PULSE ELECTRONICS CORPORATION AND THE HOLDER, HOLDERS FROM TIME TO TIME OF THE WARRANTS AS SUCH AGREEMENT MAY BE AMENDED, MODIFIED, SUPPLEMENTED, RESTATED OR MODIFIED OTHERWISE CHANGED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.”

Restrictive Legends. The Optionee understands Each stock certificate representing the Conversion Stock, and agrees that any other securities issued in respect of the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed Conversion Stock upon any certificate(s) evidencing ownership of stock split, stock dividend, recapitalization, merger, consolidation or similar event shall be stamped or otherwise imprinted with legends in substantially the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THE “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWSAND, AND ACCORDINGLY, MAY NOT BE OFFERED, OFFERED OR SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF 1933, AS AMENDED, THE SECURITIES ACT AND IN COMPLIANCE ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWSAS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR NOTWITHSTANDING THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSFOREGOING, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTEREDPLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.” Any legend endorsed on a certificate pursuant to this Section and the stop transfer instructions with respect to such legended securities shall be removed, AMENDEDand the Company shall issue a certificate without such legend to the holder of such securities, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERif such securities are registered under the Securities Act and a prospectus meeting the requirements of Section 10 of the Securities Act is available or if such holder satisfies the requirements of Rule 144.

Restrictive Legends. The Optionee understands and agrees that In order to reflect the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership restrictions on ------------------- disposition of the Shares, the stock certificates representing the Shares together will be endorsed with any other legends that may be required by the Company or by state or federal securities lawsfollowing restrictive legends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF OF A RESTRICTED STOCK AGREEMENT DATED AS OF _____ __, 2000, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN REPURCHASE RIGHTS, RIGHTS OF FIRST REFUSAL, AND MANDATORY SALE OBLIGATIONS EXERCISABLE BY TELLIUM, INC. AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE TAKES SUBJECT TO THE TERMS SUCH REPURCHASE RIGHTS, RIGHTS OF SUCH AGREEMENTFIRST REFUSAL, AND MANDATORY SALE OBLIGATIONS. COPIES OF THE FOREGOING RESTRICTED STOCK AGREEMENT ARE MAINTAINED ON FILE WITH THE CORPORATE RECORDS COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERACT."

Restrictive Legends. The Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, In addition to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be legend required by the Company Company's Bye-laws or applicable law, each certificate representing Securities shall (unless otherwise permitted by state the provisions of this Article VII) be stamped or federal securities lawsotherwise imprinted with a legend in substantially the following form: "ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY, AND THE RIGHTS OF THE HOLDER OF SUCH SECURITIES ARE SUBJECT TO, THE TERMS AND CONDITIONS CONTAINED IN THE BYE-LAWS OF CGA GROUP, LTD. (THE "COMPANY"), THE INVESTMENT UNITS SUBSCRIPTION AGREEMENT AND THE SHAREHOLDERS AGREEMENT WHICH ARE AVAILABLE FOR EXAMINATION BY HOLDERS OF THESE SHARES AT THE REGISTERED OFFICE OF THE COMPANY. IN ADDITION TO THE FOREGOING RESTRICTIONS, THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR UNDER THE SECURITIES LAWS OF ANY JURISDICTION AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS A REGISTRATION STATEMENT IS IN EFFECT UNDER THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SHARES OR A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY IS PROVIDED TO THE COMPANY TO THE EFFECT THAT NO REGISTRATIONS ARE REQUIRED UNDER SUCH SECURITIES LAWS. THE PRIOR APPROVAL OF THE BERMUDA MONETARY AUTHORITY IS NOT REQUIRED FOR ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE PROVIDED THAT ANY SUCH SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION IS BETWEEN PERSONS WHO ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER DESIGNATED AS NON-RESIDENTS OF BERMUDA FOR THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY PURPOSES OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)EXCHANGE CONTROL ACT, AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER1972."

Restrictive Legends. The Optionee understands In addition to the restrictions set forth in Section 4.12, no New Preferred Shares may be transferred without registration under the Securities Act and agrees that applicable state securities laws unless counsel to the Company shall cause advise the legends set forth below or legends substantially equivalent thereto, to Company that such transfer may be placed upon effected without such registration. Each certificate representing any certificate(s) evidencing ownership of the Shares together with any other foregoing shall bear legends that may be required by in substantially the Company or by state or federal securities lawsfollowing form: THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE QUINTILES TRANSNATIONAL HOLDINGS INCMEANING OF THE 1933 ACT. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND SHARES MAY NOT BE SOLD, PLEDGED, ENCUMBERED TRANSFERRED OR OTHERWISE TRANSFERRED OTHER THAN TO ASSIGNED EXCEPT IN A PERMITTED TRANSFEREE IN ACCORDANCE WITH TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS THEREOF OF THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND ANY TRANSFEREE STATE SECURITIES LAWS. THE SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THESE SECURITIES SHALL BE THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE TERMS PROVISIONS OF SUCH PLAN. COPIES AN EXCHANGE AGREEMENT DATED AS OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS SEPTEMBER 30, 2001, A COPY OF THE ISSUER AND ARE WHICH IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCOMPANY. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF THE COMPANY. In addition, each certificate representing New Preferred Shares shall bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE REDEEMABLE AS PROVIDED IN THE CERTIFICATE OF DESIGNATION AND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT CONVERTIBLE INTO THE COMPANY'S CLASS A COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET FORTH IN THE CERTIFICATE OF SUCH AGREEMENTDESIGNATION. COPIES and each certificate representing Conversion Shares shall bear a legend in substantially the following form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE REDEEMABLE AS PROVIDED IN THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERINCORPORATION.

Restrictive Legends. The Optionee understands (i) Unless and agrees that until otherwise permitted by this Section 3, each certificate for Warrant Shares issued to you or your nominee, or to any subsequent transferee of such certificate, shall be stamped or otherwise imprinted with a legend in substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND THUS MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD SOLD, TRANSFERRED OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNLESS AN OPINION OF COUNSEL, SATISFACTORY IN FORM AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR SUBSTANCE TO ZION OIL & GAS, INC., A DELAWARE CORPORATION (II) THE "CORPORATION"), IS OBTAINED TO THE EFFECT THAT AN APPLICABLE EXEMPTION FROM SUCH REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWSIS AVAILABLE. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSFURTHER, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUCH TRANSFER IS SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)CONDITIONS SPECIFIED IN A WARRANT DATED AS OF June 30, AS 2004, PURSUANT TO WHICH SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, SHARES WERE ISSUED AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED SOLD OR OTHERWISE TRANSFERRED OTHER THAN TO BY THE CORPORATION, A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF COPY OF WHICH WARRANT IS ON FILE AND ANY TRANSFEREE OF THESE SECURITIES SHALL MAY BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION INSPECTED AT THE PRINCIPAL OFFICES OFFICE OF THE ISSUERCORPORATION. A COPY OF SUCH WARRANT WILL BE FURNISHED BY THE SECURITIES REPRESENTED BY CORPORATION TO THE HOLDER HEREOF UPON REQUEST AND WITHOUT CHARGE. UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN SUCH WARRANT, THE CORPORATION HAS AGREED TO DELIVER TO THE HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN LEGEND, FOR ALL OR PART OF THE ISSUER AND THE HOLDERNUMBER OF SHARES EVIDENCED HEREBY, AS SUCH AGREEMENT THE CASE MAY BE AMENDEDBE, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT REGISTERED IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS NAME OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERHOLDER OR DESIGNATED NOMINEE."

Restrictive Legends. The Optionee understands and agrees that In order to reflect the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership restrictions on ------------------- disposition of the Shares together and the forfeiture restrictions, the stock certificates representing the Shares will be endorsed with any other legends that may be required by the Company or by state or federal securities lawsfollowing restrictive legends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF OF A RESTRICTED STOCK AGREEMENT DATED AS OF _____ __, 2001, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE TAKES SUBJECT TO THE TERMS OF SUCH AGREEMENTTRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE FOREGOING RESTRICTED STOCK AGREEMENT ARE MAINTAINED ON FILE WITH THE CORPORATE RECORDS COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERACT."

Restrictive Legends. The Optionee understands (i) Each stock certificate for any Warrant Shares issued upon the exercise of this Warrant, and agrees that each stock certificate issued upon the Company transfer of any such Warrant Shares (except as otherwise permitted by this Section 8) shall cause be stamped or otherwise imprinted with a legend in substantially the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND . SUCH SHARES MAY NOT BE OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR ANY EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THE WARRANT PURSUANT TO WHICH THESE SHARES HAVE BEEN ISSUED, AND NO TRANSFER OF THESE SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH. Each Warrant issued in substitution for this Warrant pursuant to Section 10, 11 or 12 hereof and each Warrant issued upon the transfer of this Warrant (I) AN EFFECTIVE REGISTRATION STATEMENT except as otherwise permitted by this Section 8) shall be stamped or otherwise imprinted with a legend in substantially the following form: THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING WARRANT AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SUCH SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED ANY INTEREST OR MODIFIED FROM TIME TO TIME, AND PARTICIPATION THEREIN MAY NOT BE SOLD, PLEDGED, ENCUMBERED SOLD OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS ABSENCE OF SUCH PLANREGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER THIS WARRANT AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND SHARES MAY NOT BE TRANSFERREDTRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WAR- RANT, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED AND NO TRANSFER OF THIS WARRANT OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SUCH SHARES SHALL BE SUBJECT TO THE TERMS OF VALID OR EFFECTIVE UNLESS AND UNTIL SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCONDITIONS SHALL HAVE BEEN COMPLIED WITH.

Restrictive Legends. The Optionee understands and agrees that All Class B Certificates issued pursuant to the Agreement shall bear a legend to the following effect (the “Restrictive Legend”), unless the Company shall cause and the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together Trustee determine otherwise consistent with any other legends that may be required by the Company or by state or federal securities lawsapplicable law: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALETRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF, HAVE NOT BEEN REGISTERED THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED); (2) AGREES THAT, FOR SO LONG AS THIS CERTIFICATE IS OUTSTANDING, IT WILL NOT RESELL OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT PURSUANT TO A “QUALIFIED INSTITUTIONAL BUYER” (I) AN EFFECTIVE REGISTRATION STATEMENT AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED); AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE, THE TRANSFEREE MUST COMPLETE THE FORM ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT SUCH FORM TO THE TRUSTEE. TRUST SUPPLEMENT NO. 2010-2B TO THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWSVIOLATION OF THE FOREGOING RESTRICTIONS. INVESTORS SHOULD BE AWARE THAT THEY WILL MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.

Restrictive Legends. The Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon Each certificate representing any certificate(s) evidencing ownership of the Shares together with any other shall bear legends that may be required by substantially in the Company or by state or federal securities lawsfollowing form: THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF CAPITAL STOCK. THE CORPORATION SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE 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 OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE CORPORATION SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND OF THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES REPRESENTED OF THE CORPORATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT ARE SUBJECT TO (I) AN EFFECTIVE REGISTRATION STATEMENT RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES SUCH LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE A TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS. THE CORPORATION RESERVES THE RIGHT PRIOR TO ANY SUCH TRANSACTION TO REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT WITH RESPECT TO COMPLIANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENTFOREGOING RESTRICTIONS. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERThe legend set forth immediately above and any applicable stop transfer orders shall be removed, and the Company shall issue certificates without such legend, with respect to any of such securities with respect to which the Company has received an opinion from counsel to the applicable holder, in form and substance and from counsel reasonably satisfactory to the Company (which opinion shall be in addition to any opinion required to be provided pursuant to Section 3.2.1.4), to the effect that the subsequent transfer or other disposition of such securities shall not require registration under the Securities Act. The Company, at its discretion, may cause a stop transfer order to be placed with its transfer agent with respect to the securities represented by certificates that include the legend set forth immediately above.

Restrictive Legends. The Optionee understands Each certificate representing (i) the Shares and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon (ii) any certificate(s) evidencing ownership other securities issued in respect of the Shares together with upon any other legends that may be required stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the Company provisions of Rule 144) be stamped or by otherwise imprinted with legends in the following form (in addition to any legend required under applicable state or federal securities laws: ); ““THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW AND RESALECANNOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED, OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR AN EXEMPTION THEREFROM. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND . THE SHARES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD SOLD, PLEDGED, TRANSFERRED OR TRANSFERRED EXCEPT PURSUANT OTHERWISE DISPOSED OF UNTIL THE HOLDER HEREOF PROVIDES EVIDENCE REASONABLY SATISFACTORY TO THE ISSUER (IWHICH, IN THE DISCRETION OF THE ISSUER, MAY INCLUDE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER) THAT SUCH OFFER, SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION WILL NOT VIOLATE APPLICABLE FEDERAL OR STATE LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, AT THE OPTION OF THE CORPORATION, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.” The Purchaser consents to the Company making a notation on its records and giving instructions to any transfer agent of the Common Stock in order to implement the restrictions on transfer established in this Section 6.

Restrictive Legends. The Optionee understands Except as otherwise permitted by ------------------- this Section 11.12, each Unit, and agrees that each constituent Senior Discount Note and Common Stock Purchase Warrant certificate (or Common Stock certificate issued on exercise thereof), issued pursuant to this Agreement shall be stamped or otherwise imprinted with a legend in substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE STATE. SUCH SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 OR RULE 144A UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO SUCH ACT, PROVIDED THAT, IF REQUESTED BY THE COMPANY, AN OPINION OF EXCEPT COUNSEL REASONABLY SATISFACTORY IN ACCORDANCE WITH FORM AND SUBSTANCE IS FURNISHED TO THE PROVISIONS THEREOF COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE. IN ADDITION, ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS SECURITY IS RESTRICTED BY, AND ANY TRANSFEREE THE RIGHTS OF THESE SECURITIES SHALL BE THE HOLDER OF SUCH SECURITY ARE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES AND CONDITIONS CONTAINED IN, A SECURITIES PURCHASE AGREEMENT DATED AS OF_______________, A COMPLETE AND CORRECT COPY OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS FORM OF WHICH WILL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERWITHOUT CHARGE.

Restrictive Legends. The Optionee Employee understands and agrees that the Company Diamond Hill shall cause the legends set forth below below, or legends substantially equivalent theretolegends, to be placed upon any certificate(s) evidencing ownership of the Shares shares, together with any other legends that may be required by the Company Diamond Hill or by applicable state or federal securities laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AMENDED (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE SECURITIES ACT OR, IN THE OPINION OF 1933COUNSEL SATISFACTORY TO THE ISSUER OF THESE SECURITIES, AS AMENDEDSUCH OFFER, AND IN COMPLIANCE SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMEACT. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A REPURCHASE OPTION HELD BY THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 ISSUER OR ITS ASSIGNEE(S) AS SET FORTH IN THE AGREEMENT FOR RESTRICTED STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 AND RESTRICTED STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF UNITS BETWEEN THE ISSUER AND ARE AVAILABLE FOR INSPECTION THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICES OFFICE OF THE ISSUER. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO A LOCK-UP PERIOD OF UP TO 90 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE ISSUER FILED UNDER THE ACT AS SET FORTH IN AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDERORIGINAL HOLDER OF THESE SHARES, AS SUCH AGREEMENT A COPY OF WHICH MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION OBTAINED AT THE PRINCIPAL OFFICES OFFICE OF THE ISSUER. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.

Restrictive Legends. The Optionee understands Purchaser acknowledges and agrees that the Company shall cause PIPE Securities and the legends PIPE Warrant Shares will bear a legend substantially similar to the legend set forth below or legends substantially equivalent thereto, in addition to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends legend that may be required by applicable law or by any agreement between the Company or by state or federal securities laws: and the Purchaser. The legend may be removed pursuant to Section 8(a)(iii) and Section 8(a)(iv) as provided above. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED AND/OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND . THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT (A) PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS REGISTRATION AND/OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE , (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS PROVIDED THAT THEY WILL BE REQUIRED AT THE ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN WRITING FORM, SUBSTANCE AND WITHOUT CHARGE SCOPE REASONABLY SATISFACTORY TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSISSUER) TO THE EFFECT THAT SUCH SECURITIES MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE OR (C) SUCH SECURITIES MAY BE SOLD PURSUANT TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). RULE 144 PROMULGATED UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)ACT OF 1933, AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.

Restrictive Legends. The Optionee understands and agrees that In order to reflect the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership restrictions on disposition of the Shares together and the forfeiture restrictions, the stock certificates representing the Shares will be endorsed with any other legends that may be required by the Company or by state or federal securities lawsfollowing restrictive legends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF OF A RESTRICTED STOCK AGREEMENT DATED AS OF _____ __, 2001, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS, AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE TAKES SUBJECT TO THE TERMS OF SUCH AGREEMENTTRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE FOREGOING RESTRICTED STOCK AGREEMENT ARE MAINTAINED ON FILE WITH THE CORPORATE RECORDS COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERACT."

Restrictive Legends. The Optionee understands and agrees that Except as otherwise permitted by this ------------------- Article V, each Warrant (including each Warrant issued upon the Company transfer of any Warrant) shall cause be stamped or otherwise imprinted with a legend in substantially the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: "THE ISSUANCE OF THIS WARRANT AND THE ISSUANCE OF SHARES OF COMMON STOCK UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES REPRESENTED ACT OF THE 1933, AS AMENDED, THE TEXAS SECURITIES ACT OR THE OKLAHOMA SECURITIES ACT. NEITHER THE RECORD OR THE BENEFICIAL OWNERSHIP OF SAID WARRANT OR SAID SHARES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SAID SECURITIES UNDER SAID ACTS AND ANY OTHER APPLICABLE STATE SECURITIES LAWS OR RULES OR A VALID EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SAID ACTS OR RULES CONFIRMED BY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT UNDER SUCH ACTS OR RULES AND SUCH SALE OR TRANSFER IS MADE PURSUANT TO AND IN STRICT COMPLIANCE WITH THE TERMS AND CONDITIONS OF SAID EXEMPTIONS." Except as otherwise permitted by this Article V, each certificate for Common Stock (or Other Securities) issued upon the exercise of any Warrant, and each certificate issued upon the transfer of any such Common Stock (or Other Securities), shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE TEXAS SECURITIES ACT OR ANY STATE THE OKLAHOMA SECURITIES LAWS, AND ACT. NEITHER THE RECORD NOR THE BENEFICIAL OWNERSHIP OF SAID SHARES MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SAID SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, SAID ACTS AND IN COMPLIANCE WITH ANY OTHER APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR RULES UNLESS, IN THE FINANCIAL RISKS OPINION OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT COUNSEL SATISFACTORY TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY COMPANY, EXEMPTIONS FROM THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS REGISTRATION REQUIREMENTS OF SAID ACTS ARE AVAILABLE WITH RESPECT TO SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED SALE OR MODIFIED FROM TIME TRANSFER AND SAID SALE OR TRANSFER IS MADE PURSUANT TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE STRICT COMPLIANCE WITH THE PROVISIONS THEREOF TERMS AND ANY TRANSFEREE CONDITIONS OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERSAID EXEMPTIONS."

Restrictive Legends. The Optionee understands Each certificate for the Restricted Securities, and agrees that the Company each certificate for any such securities issued to subsequent transferees of any such certificate shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required (unless otherwise permitted by the Company provisions of Section 15.3 hereof) be stamped or by state or federal securities lawsotherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY HAVE BEEN ACQUIRED FOR INVESTMENT AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND . THESE SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE SECURITIES SAID ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH OR APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES BLUE SKY LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR ADDITIONALLY, THE FINANCIAL RISKS TRANSFER OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY CONDITIONS SPECIFIED IN THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)NOTE PURCHASE AGREEMENT DATED AS OF OCTOBER 29, AS SUCH PLAN MAY BE ALTERED2004, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIMEAMONG THE ISSUER HEREOF AND CERTAIN OTHER SIGNATORIES THERETO, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE NO TRANSFER OF THESE SECURITIES SHALL BE SUBJECT VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED. UPON THE FULFILLMENT OF CERTAIN OF SUCH CONDITIONS, THE ISSUER HEREOF HAS AGREED TO DELIVER TO THE TERMS HOLDER HEREOF A NEW CERTIFICATE, NOT BEARING THIS LEGEND, FOR THE SECURITIES REPRESENTED HEREBY REGISTERED IN THE NAME OF SUCH PLANTHE HOLDER HEREOF. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THE CERTIFICATE TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED THE SECRETARY OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE ISSUER HEREOF. THIS NOTE IS SUBJECT TO THE TERMS PROVISIONS OF THE SUBORDINATION AGREEMENT, DATED AS OF OCTOBER 29, 2004, AMONG PCRL INVESTMENTS L.P., IN ITS CAPACITY AS PURCHASER AND AS COLLATERAL AGENT FOR THE HOLDERS PURSUANT TO THE PURCHASE AGREEMENT, HIBERNIA NATIONAL BANK, IN ITS CAPACITY AS ADMINISTRATIVE AGENT FOR THE FINANCIAL INSTITUTIONS PARTY TO THE SENIOR CREDIT AGREEMENT (AS DEFINED IN THE SUBORDINATION AGREEMENT) AND COMPANY. EACH HOLDER OF THIS PROMISSORY NOTE SHALL BE DEEMED, BY VIRTUE OF SUCH AGREEMENT. COPIES HOLDER'S ACQUISITION OF THIS PROMISSORY NOTE, TO HAVE AGREED TO PERFORM AND OBSERVE ALL OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH TERMS, COVENANTS, AND CONDITIONS TO BE PERFORMED OR OBSERVED BY THE CORPORATE RECORDS OF SUBORDINATED LENDER UNDER (AND AS DEFINED 70 IN) THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERSUBORDINATION AGREEMENT.

Restrictive Legends. The Optionee understands In addition to the restrictions set forth in Section 5(f), no Shares, Conversion Shares or Warrant Shares may be transferred without registration under the Securities Act and agrees that applicable state securities laws unless counsel reasonably acceptable to the Company shall cause advise the legends set forth below or legends substantially equivalent thereto, to Company that such transfer may be placed upon effected without such registration. Each certificate representing any certificate(s) evidencing ownership of the Shares together with any other foregoing shall bear legends that may be required by in substantially the Company or by state or federal securities lawsfollowing form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO THE COMPANY'S COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET FORTH IN THE CERTIFICATE OF INCORPORATION. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE QUINTILES TRANSNATIONAL HOLDINGS INCMEANING OF THE 1933 ACT. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND SHARES MAY NOT BE SOLD, PLEDGED, ENCUMBERED TRANSFERRED OR OTHERWISE TRANSFERRED OTHER THAN TO ASSIGNED EXCEPT IN A PERMITTED TRANSFEREE IN ACCORDANCE WITH TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS THEREOF OF THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND ANY TRANSFEREE STATE SECURITIES LAWS. THE SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THESE SECURITIES SHALL BE THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE TERMS PROVISIONS OF SUCH PLAN. COPIES A PURCHASE AGREEMENT DATED AS OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS NOVEMBER 10, 2000, A COPY OF THE ISSUER AND ARE WHICH IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE PRINCIPAL OFFICES OFFICE'S OF THE ISSUERCOMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS ANY SUCH AGREEMENT MAY REQUEST SHOULD BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT ADDRESSED TO THE TERMS OF SUCH AGREEMENT. COPIES SECRETARY OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCOMPANY.

Restrictive Legends. The Optionee understands Any Note and agrees that any certificate evidencing the Company shall cause Conversion Shares or the legends set forth below or legends Equity Repayment Shares, as applicable, may contain a securities legend restricting the transfer thereof, in substantially equivalent theretothe following form: THIS LOAN AND RELATED CONVERSION RIGHTS, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, ISSUABLE UPON CONVERSION OR REPAYMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF OR 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND . THE SECURITIES MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED OR TRANSFERRED EXCEPT PURSUANT TO (I) ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION, INCLUDING PURSUANT TO RULE 144 OF THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(A)(7) OF 1933THE SECURITIES ACT. BEFORE THE REGISTRATION OF ANY SALE OR TRANSFER OF ANY SUCH SECURITIES IN ACCORDANCE WITH THE IMMEDIATELY PRECEDING SENTENCE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH CERTIFICATES OR OTHER DOCUMENTATION OR EVIDENCE AS AMENDED, AND IT MAY REASONABLY REQUIRE IN ORDER TO DETERMINE THAT THE PROPOSED SALE OR TRANSFER IS BEING MADE IN COMPLIANCE WITH APPLICABLE STATE THE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER ACT AND APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR NO AFFILIATE (AS DEFINED IN RULE 144 UNDER THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY SECURITIES ACT) OF THE BOARD COMPANY OR PERSON THAT HAS BEEN AN AFFILIATE (AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT) OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIESTHE COMPANY DURING THE IMMEDIATELY PRECEDING THREE MONTHS MAY PURCHASE, OTHERWISE ACQUIRE OR HOLD THIS SECURITY OR A BENEFICIAL INTEREST HEREIN. Subject to compliance with the three immediately succeeding paragraphs, the Loan and related right to Lender Conversion or Equity Repayment, and any Conversion Shares or Equity Repayment Shares issued thereunder, shall not contain or be subject to (and Holder shall be entitled to removal of) any legend restricting the transfer thereof (including the legend set forth above) and shall not be subject to any stop-transfer instructions: (A) if such security is sold pursuant to a registration statement (including a Registration Statement, as defined in Schedule 4) covering the resale of such security that has become or been declared effective under the Securities Act and is effective under the Securities Act at the time of such resale, or (B) with respect to Conversion Shares or Equity Repayment Shares, following any sale of such Conversion Shares or Equity Repayment Shares, as applicable, pursuant to Rule 144, or (C) with respect to a specific portion of a Loan (or Note representing such portion), on the date that (1) is the later of (i) the date that is one year after the last date of original issuance of such portion of the Loan (or Note representing such portion), or such shorter period of time as permitted by Rule 144 or any successor provision thereto, and (ii) such later date, if any, as may be required by applicable law, and (2) the Lender holding such portion of the Loan (or Note representing such portion) certifies that (x) neither it nor its Designated Holder is, or has been at any time during the preceding 90 days, an “affiliate” (as defined in Rule 144 of the Securities Act) of the Borrower Representative, (y) it has beneficially owned such portion of the Loan (or Note representing such portion) for at least one year and (z) it acquired and fully paid for such portion of the Loan (or Note representing such portion) at least one year ago calculated in accordance with Rule 144(d) under the Securities Act or (D) with respect to a Conversion Share, on the date that (1) is the later of (i) the date that is one year after the last date of original issuance of such portion of the Loan (or Note representing such portion) from which such Conversion Share was converted in accordance with this Agreement, or such shorter period of time as permitted by Rule 144 or any successor provision thereto, and (ii) such later date, if any, as may be required by applicable law, and (2) the Lender holding such Conversion Share certifies that (x) neither it nor its Designated Holder is, or has been at any time during the preceding 90 days, an “affiliate” (as defined in Rule 144 of the Securities Act) of the Borrower Representative, (y) it has beneficially owned such Conversion Share and/or the portion of the Loan (or Note representing such portion) from which such Conversion Share was converted in accordance with this Agreement for at least one year and (z) it acquired and fully paid for such Conversion Share or portion of the Loan (or Note representing such portion) from which such Conversion Share was converted in accordance with this Agreement at least one year ago calculated in accordance with Rule 144(d) under the Securities Act, or (E) with respect to an Equity Repayment Share, on the date that (1) is the later of (i) the date that is one year after the last date of original issuance of such portion of the Loan (or Note representing such portion) from which such Equity Repayment Share was converted in accordance with this Agreement, or such shorter period of time as permitted by Rule 144 or any successor provision thereto, and (ii) such later date, if any, as may be required by applicable law, and (2) the Lender holding such Equity Repayment Share certifies that (x) neither it nor its Designated Holder is, or has been at any time during the preceding 90 days, an “affiliate” (as defined in Rule 144 of the Securities Act) of the Borrower Representative, (y) it has beneficially owned such Equity Repayment Share and/or the portion of the Loan (or Note representing such portion) from which such Equity Repayment Share was converted in accordance with this Agreement for at least one year and (z) it acquired and fully paid for such Equity Repayment Share or portion of the Loan (or Note representing such portion) from which such Equity Repayment Share was converted in accordance with this Agreement at least one year ago calculated in accordance with Rule 144(d) under the Securities Act, or (F) if otherwise agreed by the Borrower Representative (collectively, the “Unrestricted Conditions”). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INCThe Company shall use its commercially reasonable efforts to cause its counsel to issue a legal opinion to the transfer agent at such time as any of the Unrestricted Conditions has been met, if required by the transfer agent to effect the issuance of the Conversion Shares or Equity Repayment Shares, as applicable, without a restrictive legend or removal of the legend hereunder, to the extent requested as set forth in the immediately following two sentences. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORPThe Borrower Representative agrees that, at such time as any of the Unrestricted Conditions is met with respect to a Conversion Share or Equity Repayment Share and upon written request of a Lender and the delivery of a customary stockholder representation letter from Designated Holder addressed to the transfer agent and legal counsel of the Borrower Representative, the Borrower Representative will use its commercially reasonable efforts to remove any restrictive legend on such Conversion Share or Equity Repayment Share, as applicable within two trading days after receipt of such request and customary stockholder representation letter. 2008 STOCK INCENTIVE PLAN)Each Lender hereby agrees that the removal of restrictive legends from the Conversion Shares or Equity Repayment Shares, AS SUCH PLAN MAY BE ALTEREDas applicable, AMENDEDis predicated upon reliance by Borrower Representative that the Holder will sell any Conversion Shares or Equity Repayment Shares, RESTATED OR MODIFIED FROM TIME TO TIMEas applicable, AND MAY NOT BE SOLDpursuant to the registration requirements of the Securities Act or an exemption therefrom, PLEDGEDand that if such securities are sold pursuant to a Registration Statement, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERthey will be sold in compliance with the plan of distribution set forth therein.

Restrictive Legends. The Optionee understands and agrees that the Company (a) Each certificate representing Shares or Restricted Securities shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required (unless otherwise permitted by the Company provisions of Section 4.03 below) be stamped or by otherwise imprinted with legends in substantially the following form to the extent applicable (in addition to any legend(s) required under applicable state or federal securities laws: ): THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES LAWSHAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, AND OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD SOLD, PLEDGED, OR TRANSFERRED EXCEPT PURSUANT TO UNLESS (I) AN EFFECTIVE A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES ACT OF 1933AND SUCH OFFER, AS AMENDEDSALE, AND PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH THE APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OR (II) THERE IS AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OPINION OF COUNSEL OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH OTHER EVIDENCE, IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSEITHER CASE, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT SATISFACTORY TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)CORPORATION, AS THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH PLAN MAY BE ALTEREDOFFER, AMENDEDSALE, RESTATED PLEDGE, OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE TRANSFER IS IN ACCORDANCE COMPLIANCE WITH THE PROVISIONS THEREOF AND APPLICABLE SECURITIES LAWS OF ANY TRANSFEREE STATE OR OTHER JURISDICTION. FURTHERMORE, THE SALE, PLEDGE, HYPOTHECATION, TRANSFER OR OTHER DISPOSITION OF THESE SECURITIES SHALL BE SUBJECT ARE RESTRICTED PURSUANT TO THE TERMS OF SUCH PLANA STOCKHOLDERS' AGREEMENT DATED DECEMBER 21, 2000, AMONG THE CORPORATION, THE HOLDER OF THIS CERTIFICATE AND CERTAIN OTHER PERSONS. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE RECORD OF THESE SECURITIES SHALL BE SUBJECT THIS CERTIFICATE TO THE TERMS OF SUCH AGREEMENT. COPIES SECRETARY OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION CORPORATION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUERCORPORATION.

Restrictive Legends. The Optionee understands Stockholder hereby acknowledges and agrees that that, during the Company term of this Agreement, each of the certificates or book-entry confirmations representing Registrable Securities shall cause be subject to stop transfer instructions and shall include the legends applicable portion(s) of the legend set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsbelow: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, OR CONFIRMATION HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO AMENDED (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES“ACT”). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (“TRANSFERRED”) EXCEPT IN ACCORDANCE WITH PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THE SECURITIES SHALL BE REPRESENTED BY THIS CERTIFICATE OR CONFIRMATION ARE SUBJECT TO THE TERMS OF THE SHAREHOLDERS AGREEMENT, DATED AS OF OCTOBER 10, 2006, AND MAY NOT BE TRANSFERRED UNLESS SUCH TRANSFER COMPLIES WITH THE PROVISIONS OF SUCH SHAREHOLDERS AGREEMENT. COPIES A COPY OF SUCH SHAREHOLDERS AGREEMENT IS ON FILE WITH THE SECRETARY OF ITC HOLDINGS CORP. AND IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST THEREFOR. THE HOLDER OF THESE SHARES, BY ACCEPTANCE OF THIS CERTIFICATE OR CONFIRMATION, AGREES TO BE BOUND BY ALL OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS PROVISIONS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERAFORESAID AGREEMENT.” The certificates or book-entry confirmations representing such Registrable Securities shall be replaced, at the expense of the Company, with certificates or book-entry confirmations not bearing the legend required by this Section 2(b) and any such stop transfer restrictions shall be cancelled, upon (i) the Transfer of Registrable Securities in compliance with Section 2 or (ii) the applicability of clause (iii) of the definition of “Registrable Securities” with respect to the Common Stock.

Restrictive Legends. The Optionee understands Each Certificate or other written documentation representing any of the Securities which the Investor is purchasing or may purchase hereunder and agrees that any other securities issued upon any stock split, stock dividend, recapitalization, merger, consolidation or similar event (unless no longer required in the Company opinion of the counsel for the Corporation) shall cause be stamped or otherwise imprinted with the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of in the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIMELAW, AND MAY NOT BE SOLD, PLEDGEDTRANSFERRED, ENCUMBERED ASSIGNED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, OR THE PROVISIONS THEREOF AND ANY TRANSFEREE HOLDER RECEIVES AN OPINION OF THESE COUNSEL FOR THE HOLDER OF THE SECURITIES SHALL BE SUBJECT SATISFACTORY TO THE TERMS CORPORATION, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF SUCH PLAN. COPIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER STATE LAW." "A STATEMENT OF THE FOREGOING PLAN ARE MAINTAINED WITH RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS GRANTED TO OR IMPOSED ON THE CORPORATE RECORDS SERIES B CONVERTIBLE PREFERRED STOCK OF THE ISSUER CORPORATION AND ARE AVAILABLE FOR INSPECTION UPON THE HOLDERS THEREOF AS ESTABLISHED BY THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION MAY BE OBTAINED BY ANY SHAREHOLDER UPON REQUEST AND WITHOUT CHARGE AT THE PRINCIPAL OFFICES OF THE ISSUER. CORPORATION." "THE SECURITIES SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK ARE CONVERTIBLE INTO COMMON STOCK AT THE TIMES AND ON THE TERMS SET FORTH IN THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE CORPORATION." "NOTWITHSTANDING ANY OTHER LEGEND PROVISION CONTAINED HEREIN, THE SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGEDPLEDGED OR HYPOTHECATED UNLESS SUCH TRANSFER, HYPOTHECATED SALE, ASSIGNMENT, PLEDGE OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE HYPOTHECATION COMPLIES WITH THE TERMS AND PROVISIONS THEREOF OF THAT CERTAIN SERIES B PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF JANUARY 13, 2000 BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THE SHARES, THAT CERTAIN SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF JANUARY 13, 2000 BY AND AMONG THE CORPORATION, THE HOLDER OF THE SHARES AND THE ORIGINAL HOLDER OF THE SHARES AND THAT CERTAIN SHAREHOLDERS AGREEMENT DATED AS OF JANUARY 13, 2000, BY AND AMONG THE CORPORATION AND THE ORIGINAL HOLDER OF THE SHARES. ANY TRANSFEREE SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE OR HYPOTHECATION OF THESE SECURITIES THE SHARES REPRESENTED BY THIS CERTIFICATE IN VIOLATION OF SUCH AGREEMENTS SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER VOID AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERINVALID." The Corporation shall be entitled to enter stop transfer notices on its stock books with respect to the Securities.

Restrictive Legends. The Optionee understands Standby Purchasers and agrees the Additional Standby Purchaser understand and agree that the Company shall cause Securities will bear a legend substantially similar to the legends legend set forth below or legends substantially equivalent thereto, in addition to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends legend that may be required by applicable law or by any agreement between the Company or by state or federal securities laws: and any of the Standby Purchasers and the Additional Standby Purchaser. The legend may be removed pursuant to Section 10(a)(iii) and Section 10(a)(iv) as provided above. The legend shall be removed upon the effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED AND/OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND . THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT (A) PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS REGISTRATION AND/OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE , (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS PROVIDED THAT THEY WILL BE REQUIRED AT THE ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN WRITING FORM, SUBSTANCE AND WITHOUT CHARGE SCOPE REASONABLY SATISFACTORY TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSISSUER) TO THE EFFECT THAT SUCH SECURITIES MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE OR (C) SUCH SECURITIES MAY BE SOLD PURSUANT TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). RULE 144 PROMULGATED UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)ACT OF 1933, AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.

Restrictive Legends. The Optionee understands Each Security and agrees that any security issued in exchange therefore shall bear the Company shall cause following (or substantially equivalent) legend on the legends set forth below face or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsreverse side thereof: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, OR FOR SALE IN CONNECTION WITH THE DISTRIBUTION HEREOF. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFEREDPLEDGED, SOLD SOLD, OFFERED FOR SALE, TRANSFERRED OR TRANSFERRED EXCEPT PURSUANT TO OTHERWISE DISPOSED OF IN THE ABSENCE OF (IA) AN EFFECTIVE REGISTRATION STATEMENT UNDER OR EXEMPTION FROM THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND THE RESPECTIVE RULES AND REGULATIONS THEREUNDER AND (B) UNDER CERTAIN CIRCUMSTANCES, IF REQUESTED BY [PRECISE HOLDING CORPORATION/PRECISE TECHNOLOGY, INC.] (THE "COMPANY"), AN OPINION OF COUNSEL, WHICH COUNSEL SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY, TO THE EFFECT THAT SUCH TRANSFER DOES NOT VIOLATE THE ACT OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS TERMS AND PROVISIONS (INCLUDING TRANSFER RESTRICTIONS) OF A [SECURITIES PURCHASE AGREEMENT, DATED AS OF MARCH 29, 1996, BY AND AMONG PRECISE HOLDING CORPORATION, PRECISE TECHNOLOGY, INC. 2008 STOCK INCENTIVE PLAN AND CERTAIN INVESTORS IDENTIFIED THEREIN/SECURITIES PURCHASE AGREEMENT, DATED AS OF MARCH 29, 1996, BY AMONG PRECISE HOLDING CORPORATION, PRECISE TECHNOLOGY, INC. AND THE INVESTORS IDENTIFIED THEREIN AND/OR A WARRANT PURCHASE AGREEMENT, DATED AS OF MARCH 29, 1996, BY AND AMONG PRECISE HOLDING CORPORATION AND CERTAIN OTHER PARTIES IDENTIFIED THEREIN][AND A SHAREHOLDER AGREEMENT, DATED AS OF MARCH 29, 1996, BY AND AMONG PRECISE HOLDING CORPORATION AND CERTAIN OTHER PARTIES IDENTIFIED THEREIN] (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN AGREEMENTS MAY BE ALTEREDSUPPLEMENTED, MODIFIED, AMENDED, OR RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN"AGREEMENTS"). COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND AGREEMENTS ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDERCOMPANY." In addition, AS SUCH AGREEMENT MAY BE AMENDEDthe shares of Common Stock issuable upon exercise of the Warrants shall bear at the time of issuance a legend in substantially the form set forth above and any legend required by the state securities or "blue sky" laws of any state in which a registered holder thereof is resident, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERunless such shares have been registered under the Securities Act.

Restrictive Legends. The Optionee understands In addition to the restrictions set forth ------------------- in Section 4.12, no Preferred Shares or Shares may be transferred without registration under the Securities Act and agrees that applicable state securities laws unless counsel to the Company shall cause advise the legends set forth below or legends substantially equivalent thereto, to Company that such transfer may be placed upon effected without such registration. Each certificate representing any certificate(s) evidencing ownership of the Shares together with any other foregoing shall bear legends that may be required by in substantially the Company or by state or federal securities lawsfollowing form: THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE REDEEMABLE AS PROVIDED IN THE CERTIFICATE OF DESIGNATION AND THE COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION. THE SECURITIES EVIDENCED BY THIS CERTIFICATE SHALL BE CONVERTIBLE INTO THE COMPANY'S CLASS A COMMON STOCK IN THE MANNER AND ACCORDING TO THE TERMS SET FORTH IN THE CERTIFICATE OF DESIGNATION. THE COMPANY IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF STOCK. AS REQUIRED UNDER DELAWARE LAW, THE COMPANY SHALL FURNISH TO ANY HOLDER UPON REQUEST AND WITHOUT CHARGE, A FULL SUMMARY STATEMENT OF THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE SHARES OF EACH CLASS OR SERIES AUTHORIZED TO BE ISSUED BY THE COMPANY SO FAR AS THEY HAVE BEEN FIXED AND DETERMINED AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO FIX AND DETERMINE THE DESIGNATIONS, VOTING RIGHTS, PREFERENCES, LIMITATIONS AND SPECIAL RIGHTS OF THE CLASSES AND SERIES OF SECURITIES OF THE COMPANY. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT HAVE BEEN ACQUIRED BY THE REGISTERED OWNER HEREOF FOR INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF WITHIN THE QUINTILES TRANSNATIONAL HOLDINGS INCMEANING OF THE 1933 ACT. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND SHARES MAY NOT BE SOLD, PLEDGED, ENCUMBERED TRANSFERRED OR OTHERWISE TRANSFERRED OTHER THAN TO ASSIGNED EXCEPT IN A PERMITTED TRANSFEREE IN ACCORDANCE WITH TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS THEREOF OF THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION OTHERWISE IN COMPLIANCE WITH APPLICABLE FEDERAL AND ANY TRANSFEREE STATE SECURITIES LAWS. THE SALE, PLEDGE, TRANSFER, ASSIGNMENT OR OTHER DISPOSITION OF THESE SECURITIES SHALL BE THE SHARES REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY AND SUBJECT TO THE TERMS PROVISIONS OF SUCH PLAN. COPIES A STOCK PURCHASE AGREEMENT DATED AS OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS AUGUST 30, 1999, A COPY OF THE ISSUER AND ARE WHICH IS AVAILABLE UPON REQUEST FOR INSPECTION AT THE PRINCIPAL OFFICES OFFICE'S OF THE ISSUERCORPORATION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS ANY SUCH AGREEMENT MAY REQUEST SHOULD BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT ADDRESSED TO THE TERMS OF SUCH AGREEMENT. COPIES SECRETARY OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCORPORATION.

Restrictive Legends. The Optionee understands and agrees Top Favour Shareholder acknowledges that the Company certificate(s) representing the Top Favour Shareholder’s pro rata portion of the Ableauctions Shares shall cause the legends each conspicuously set forth below on the face or legends back thereof a legend in substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership either of the Shares together with any other legends that may be required by two following forms, corresponding to the Company or by state or federal securities lawsshareholder’s status as set forth in Section 3.4 and the signature pages hereto: REGULATION D LEGEND: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE REGULATION S PROMULGATED UNDER THE SECURITIES SHALL ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED CONDUCTED UNLESS IN COMPLIANCE WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERSECURITIES ACT.” SHARE EXCHANGE AGREEMENT

Restrictive Legends. The Optionee understands and agrees In addition to all other legends that the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal its legal counsel consider appropriate under applicable securities laws, the certificates representing any Shares, whether Vested Shares or Unvested Shares, purchased pursuant to this Agreement shall bear substantially the following legend: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT (INCLUDING ANY SECURITIES ISSUABLE WITH RESPECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, ANY RIGHT CONNECTED HEREWITH) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, ; THEY HAVE BEEN ACQUIRED BY THE HOLDER FOR INVESTMENT AND MAY NOT BE OFFEREDPLEDGED, SOLD HYPOTHECATED, SOLD, TRANSFERRED, OR TRANSFERRED OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT AS MAY BE AUTHORIZED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. IN COMPLIANCE WITH APPLICABLE STATE ADDITION ANY TRANSFEREE OR ISSUEE OF SUCH SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL MAY BE REQUIRED TO BEAR PROVIDE APPROPRIATE INVESTMENT REPRESENTATIONS PRIOR TO ANY SUCH TRANSFER OR ISSUANCE. ANY TRANSFER OR DISPOSITION WITHOUT THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY APPROVAL OF THE BOARD ISSUER’S 2008 STOCK INCENTIVE PLAN ADMINISTRATOR IS VOID AND OF DIRECTORS NO FORCE OR EFFECT WHATSOEVER. Until such time as the Company’s Repurchase Rights terminate pursuant to Section 3.6, the stock certificates for the Shares purchased pursuant to this Agreement shall be endorsed with substantially the following legend: ANY DISPOSITION OF ANY INTEREST IN THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY SECURITIES ISSUABLE WITH RESPECT TO DETERMINE VARIATIONS FOR FUTURE SERIES). ANY RIGHT CONNECTED HEREWITH) IS SUBJECT TO RESTRICTIONS, AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO REPURCHASE RIGHTS, RIGHTS OF RESCISSION AND OTHER RIGHTS CONTAINED IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN THE QUINTILES TRANSNATIONAL HOLDINGS INCREGISTERED HOLDER (OR HIS PREDECESSOR IN INTEREST) AND THE CORPORATION. 2008 THESE SECURITIES ARE NOT TRANSFERABLE EXCEPT BY WILL OR PURSUANT TO THE LAWS OF DESCENT AND DISTRIBUTION, OR AS EXPRESSLY PERMITTED IN THE RESTRICTED STOCK INCENTIVE PURCHASE AGREEMENT AND THE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORPAS DEFINED THEREIN. 2008 STOCK INCENTIVE PLAN), AS A COPY OF SUCH AGREEMENT AND SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION ON FILE AT THE PRINCIPAL OFFICES OFFICE OF THE ISSUER. THE SECURITIES REPRESENTED BY COMPANY, AND A COPY THEREOF WILL BE MAILED TO ANY HOLDER OF THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN WITHOUT CHARGE WITHIN 5 DAYS OF RECEIPT BY THE ISSUER AND THE HOLDERCORPORATION OF A WRITTEN REQUEST THEREFOR. 7 Stop-Transfer Notices. Purchaser understands and agrees that, AS SUCH AGREEMENT MAY BE AMENDEDin order to ensure compliance with the restrictions referred to herein, RESTATED OR MODIFIED FROM TIME TO TIMEthe Company may issue appropriate “stop-transfer” instructions to its transfer agent, AND MAY NOT BE TRANSFERREDif any, SOLDand that, ASSIGNEDif the Company transfers its own securities, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERit may make appropriate notations to the same effect in its own records.

Restrictive Legends. The Optionee understands and agrees that certificates evidencing the Company shall cause Parent Stock to be received by the Seller and/or the Members hereunder will bear legends substantially in the form set forth below or legends substantially equivalent thereto, and containing such other information as the Parent may deem appropriate. References in such legend to be placed upon any certificate(s) evidencing ownership of "THE COMPANY" shall refer to the Shares together with any other legends that may be required by the Company or by state or federal securities laws: Parent. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES OR BLUE SKY LAWS, . SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED, PLEDGED OR TRANSFERRED EXCEPT PURSUANT TO (I) HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES 1933 ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE ANY STATE SECURITIES LAWS OR BLUE SKY LAWS, UNLESS, IN THE OPINION (IIWHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) AN APPLICABLE EXEMPTION FROM OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWSIS NOT REQUIRED. INVESTORS SHOULD BE AWARE THESE SHARES ARE FURTHERMORE SUBJECT TO A LOCK-UP AGREEMENT CONTAINED IN SECTION 14 OF THAT THEY WILL BE REQUIRED CERTAIN ASSET PURCHASE AGREEMENT WITH THE COMPANY DATED AS OF _________________ PURSUANT TO BEAR WHICH THE FINANCIAL RISKS HOLDER OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE CERTIFICATE HAS AGREED NOT TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSOFFER, RELATIVE RIGHTSPLEDGE, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). SELL OR OTHERWISE TRANSFER DIRECTLY OR INDIRECTLY THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INCUNTIL ________________________. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES COPY OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH LOCK-UP AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH OBTAINED BY CONTACTING THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES SECRETARY OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCOMPANY. In addition, such certificates shall also bear such other legends as counsel for the Parent reasonably determines are required under the applicable laws of any state.

Restrictive Legends. The Optionee understands and agrees that Each instrument evidencing Common Stock held by ------------------- the Company Stockholder shall cause contain or otherwise be imprinted with a suitable legend in substantially the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE SECURITIES ACT OF 1933, AS AMENDEDACT, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR STATUTORY EXEMPTIONS UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD THESE SECURITIES MAY NOT BE AWARE THAT THEY WILL BE REQUIRED SOLD, PLEDGED, ENCUMBERED, TRANSFERRED OR ASSIGNED, EXCEPT IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO BEAR AN EFFECTIVE REGISTRATION STATEMENT THEREUNDER; AND IN EACH CASE, ONLY IF THE FINANCIAL RISKS COMPANY HAS RECEIVED AN OPINION OF THIS INVESTMENT FOR AN INDEFINITE PERIOD COUNSEL SATISFACTORY TO THE COMPANY THAT, AMONG OTHER MATTERS, SUCH TRANSACTION COMPLIES WITH THE SECURITIES ACT, THE SECURITIES EXCHANGE ACT OF TIME1934, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, RESTRICTIONS ON TRANSFER AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE PROVISIONS CONTAINED IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD THAT CERTAIN STOCKHOLDER AGREEMENT BETWEEN THE ISSUER HOLDER OF THESE SHARES AND THE HOLDERCOMPANY, AS SUCH AGREEMENT MAY BE AMENDEDDATED APRIL 12, RESTATED OR MODIFIED 2001, A COPY OF WHICH IS AVAILABLE FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCOMPANY.

Restrictive Legends. The Optionee Standby Purchaser understands and agrees that the Company shall cause Securities will bear a legend substantially similar to the legends legend set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that below. The legend may be required by removed pursuant to Section 11(a)(iii) and Section 11(a)(iv) as provided above. The legend shall be removed upon the Company or by state or federal securities laws: effectiveness of a registration statement filed pursuant to the Registration Rights Agreement. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED AND/OR QUALIFIED UNDER ANY STATE SECURITIES LAWS, AND . THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT (A) PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS REGISTRATION AND/OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE , (B) IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND REGISTRATION AND/OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS PROVIDED THAT THEY WILL BE REQUIRED AT THE ISSUER’S REQUEST, THE TRANSFEROR THEREOF SHALL HAVE DELIVERED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH AN OPINION OF COUNSEL (WHICH OPINION SHALL BE IN WRITING FORM, SUBSTANCE AND WITHOUT CHARGE SCOPE REASONABLY SATISFACTORY TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSISSUER) TO THE EFFECT THAT SUCH SECURITIES MAY BE SOLD OR TRANSFERRED PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE OR (C) SUCH SECURITIES MAY BE SOLD PURSUANT TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). RULE 144 PROMULGATED UNDER THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)ACT OF 1933, AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.

Restrictive Legends. The Optionee understands and agrees that certificates evidencing the Company shall cause Parent Stock to be received by the Stockholders hereunder will bear legends substantially in the form set forth below or legends substantially equivalent thereto, and containing such other information as the Parent may deem appropriate. References in such legend to be placed upon any certificate(s) evidencing ownership of "THE COMPANY" shall refer to the Shares together with any other legends that may be required by the Company or by state or federal securities laws: Parent. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES OR BLUE SKY LAWS, . SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFEREDSOLD, SOLD TRANSFERRED, PLEDGED OR TRANSFERRED EXCEPT PURSUANT TO (I) HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES 1933 ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE ANY STATE SECURITIES LAWS OR BLUE SKY LAWS, UNLESS, IN THE OPINION (IIWHICH SHALL BE IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY) AN APPLICABLE EXEMPTION FROM OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWSIS NOT REQUIRED. INVESTORS SHOULD BE AWARE THE SHARES REPRESENTED BY THIS CERTIFICATE ARE FURTHERMORE SUBJECT TO A LOCK-UP AGREEMENT CONTAINED IN SECTION 8 OF THAT THEY WILL BE REQUIRED CERTAIN AGREEMENT AND PLAN OF MERGER AND REORGANIZATION WITH THE COMPANY DATED AS OF _____________, PURSUANT TO BEAR WHICH THE FINANCIAL RISKS HOLDER OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE CERTIFICATE HAS AGREED NOT TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSOFFER, RELATIVE RIGHTSPLEDGE, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). SELL OR OTHERWISE TRANSFER DIRECTLY OR INDIRECTLY THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INCUNTIL [_____________]. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES COPY OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH LOCK-UP AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH OBTAINED BY CONTACTING THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES SECRETARY OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCOMPANY In addition, such certificates shall also bear such other legends as counsel for the Parent reasonably determines are required under the applicable laws of any state.

Restrictive Legends. The Optionee understands and agrees that the Company shall cause the legends set forth below [Include if Note is a Restricted Note or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: a Regulation S Note — THIS NOTE AND THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, ASSOCIATED GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS, AND LAWS OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY NOT BE OFFERED, SOLD SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR TRANSFERRED EXCEPT OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF THIS NOTE) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF 1933A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AS AMENDED, (D) PURSUANT TO OFFERS AND IN COMPLIANCE WITH APPLICABLE STATE SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES LAWS ACT OR (IIE) AN APPLICABLE PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY REQUIREMENTS OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ACT, SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (FORMERLY i) PURSUANT TO CLAUSE (D) PRIOR TO THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED CERTIFICATION AND/OR MODIFIED FROM TIME OTHER INFORMATION SATISFACTORY TO TIMEEACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [Include if Note is a Global Note - THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE SOLDEXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, PLEDGEDAND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, ENCUMBERED IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.] [Include if Note is a Global Note and DTC is the Depositary - UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (INCLUDING ITS DIRECT ANY INDIRECT PARTICIPANTS, “DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE TRANSFERRED OTHER THAN BY OR TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH ANY PERSON IS WRONGFUL BECAUSE THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.] ARTICLE THREE THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.NOTES

Restrictive Legends. (1) The Optionee understands Buyer acknowledges and agrees that the Company certificates for the Preferred Shares shall cause bear restrictive legends in substantially the legends set forth below or legends substantially equivalent thereto, to following form (and a stop-transfer order may be placed upon any certificate(s) evidencing ownership against transfer of the Shares together with any other legends Preferred Shares): These securities have not been registered under the Securities Act of 1933, as amended (the "Act"). The issuance to the holder of these securities of the shares of common stock issuable upon conversion of these securities are not covered by a registration statement under the Act. These securities have been acquired, and such shares of common stock must be acquired, for investment and may not be sold, transferred or assigned in the absence of an effective registration statement under the Act or an opinion of counsel, reasonably satisfactory in form, scope and substance to the Company, that may be registration is not required under the Act. The number of shares constituting the portion of the Maximum Share Amount, as defined in the Certificate of Designations (the "Certificate of Designations"), allocated to the shares represented by this certificate for purposes of conversion thereof is ________. The number of shares constituting the Company or portion of the Converted Restriction Amount, as defined in the Certificate of Designations, allocated to the shares represented by state or federal securities laws: this certificate is ___________ through the date which is 365 days after the Issuance Date and _____________ thereafter. The number of shares represented by this certificate constituting the portion of the Aggregate Threshold Price Conversion Amount, as defined in the Certificate of Designations, allocated to this Certificate is ___________. The number of shares constituting the portion of the Redemption Exempt Amount, as defined in the Certificate of Designations, allocated to the shares represented by this certificate is ______________. SECTION 10(b)(3)(A) OF THE CERTIFICATE OF DESIGNATIONS PERMITS A HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER CONVERT SUCH SECURITIES IN ACCORDANCE WITH THE CERTIFICATE OF DESIGNATIONS WITHOUT BEING REQUIRED PHYSICALLY TO SURRENDER THIS CERTIFICATE TO THE COMPANY UNLESS ALL OF THE SECURITIES ACT REPRESENTED HEREBY ARE SO CONVERTED. CONSEQUENTLY, FOLLOWING CONVERSION OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTIFICATE, THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE NUMBER OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED LESS THAN THE NUMBER OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERSHARES STATED HEREON.

Restrictive Legends. The Optionee understands and agrees that (a) Each certificate representing the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Purchased Shares together with any other legends that may be required (unless otherwise permitted by the Company provisions of Section 4.3(b)) shall be stamped or by otherwise imprinted with a legend in substantially the following form (in addition to any legend required under applicable state or federal securities laws: ): “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE “SECURITIES LAWSACT”), AND SUCH SHARES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO (I) AN EFFECTIVE A REGISTRATION STATEMENT THAT IS EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS ACT; OR (IIB) PURSUANT TO AN APPLICABLE EXEMPTION FROM FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE REQUIREMENTS OF THE SECURITIES LAWSACT. INVESTORS SHOULD BE AWARE THAT THEY WILL MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN WRITING FORM AND WITHOUT CHARGE SUBSTANCE REASONABLY SATISFACTORY TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE ISSUER TO EACH CLASS THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE SECURITIES ACT. AS LONG AS THE HOLDER OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY THESE SECURITIES IS AN AFFILIATE OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE ISSUER, THESE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGEDOR OFFERED FOR SALE, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE SALE OF THESE SECURITIES SHALL BE SUBJECT UNDER THE SECURITIES ACT, OR THE SALE OTHERWISE BEING EXEMPT FROM REGISTRATION UNDER SUCH ACT. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE TERMS OF ISSUER THAT SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY REGISTRATION IS NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERREQUIRED.”

Restrictive Legends. The Optionee understands Except as otherwise permitted by this Section 2, each Warrant (and agrees that each Warrant issued in substitution for any Warrant) shall be stamped or otherwise imprinted with a legend in substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE SECURITIES REPRESENTED BY EXERCISE OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE STATE. NONE OF THIS WARRANT, SUCH SECURITIES LAWSOR ANY INTEREST THEREIN MAY BE SOLD, AND MAY NOT BE OFFEREDTRANSFERRED, SOLD PLEDGED OR TRANSFERRED HYPOTHECATED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AND SUCH REGISTRATION OR QUALIFICATION AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY JURISDICTION OR PURSUANT TO A WRITTEN OPINION OF COUNSEL (IIWHICH COUNSEL AND OPINION SHALL BE REASONABLY SATISFACTORY TO THE COMPANY) AN APPLICABLE EXEMPTION FROM THAT SUCH REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWSQUALIFICATION IS NOT REQUIRED. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSExcept as otherwise permitted by this Section 2, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). each stock certificate for Warrant Shares issued upon the exercise of any Warrant and each stock certificate issued upon the direct or indirect transfer of any such Warrant Shares shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO HAVE NOT BEEN REGISTERED UNDER THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN SECURITIES ACT OF 1933, AS AMENDED (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN"SECURITIES ACT"), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE SOLD, PLEDGEDTRANSFERRED, ENCUMBERED PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND SUCH REGISTRATION OR QUALIFICATION AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY JURISDICTION OR PURSUANT TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF WRITTEN OPINION OF COUNSEL (WHICH COUNSEL AND ANY TRANSFEREE OF THESE SECURITIES OPINION SHALL BE SUBJECT REASONABLY SATISFACTORY TO THE TERMS OF COMPANY) THAT SUCH PLANREGISTRATION OR QUALIFICATION IS NOT REQUIRED. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDERNotwithstanding the foregoing, AS SUCH AGREEMENT MAY BE AMENDEDthe Warrantholder may require the Company to issue a Warrant or a stock certificate for Warrant Shares, RESTATED OR MODIFIED FROM TIME TO TIMEin each case without a legend, AND MAY NOT BE TRANSFERREDif either (i) such Warrant or such Warrant Shares, SOLDas the case may be, ASSIGNEDhave been registered for resale under the Securities Act, PLEDGED(ii) the Warrantholder has delivered to the Company an opinion of legal counsel (from a firm reasonably satisfactory to the Company) which opinion shall be addressed to the Company and be reasonably satisfactory in form and substance to the Company's counsel, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERto the effect that such registration is not required with respect to such Warrant or such Warrant Shares, as the case may be or (iii) such Warrant or Warrant Shares may be, sold pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act.

Restrictive Legends. The Optionee understands Except as otherwise permitted by this Section ------------------- 12.12, each Unit, and agrees that each constituent Senior Note and Common Stock Purchase Warrant certificate (or Common Stock certificate issued on exercise thereof), issued pursuant to this Agreement shall be stamped or otherwise imprinted with a legend in substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR PURSUANT TO THE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE STATE. SUCH SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED ASSIGNED, EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES WHICH IS EFFECTIVE UNDER SUCH ACT, (ii) RULE 144 OR RULE 144A UNDER SUCH ACT, OR (iii) ANY OTHER EXEMPTION FROM REGISTRATION UNDER SUCH ACT RELATING TO SUCH ACT, PROVIDED THAT, IF REQUESTED BY THE COMPANY, AN OPINION OF EXCEPT COUNSEL REASONABLY SATISFACTORY IN ACCORDANCE WITH FORM AND SUBSTANCE IS FURNISHED TO THE PROVISIONS THEREOF COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS AVAILABLE. IN ADDITION, ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION OF THIS SECURITY IS RESTRICTED BY, AND ANY TRANSFEREE THE RIGHTS OF THESE SECURITIES SHALL BE THE HOLDER OF SUCH SECURITY ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN, A SECURITIES PURCHASE AGREEMENT DATED AS OF AUGUST 12, 1997, A COMPLETE AND CORRECT COPY OF THE FORM OF WHICH WILL BE FURNISHED BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE. SUCH AGREEMENT, AMONG OTHER THINGS, RESTRICTS THE DETACHMENT OF THIS SENIOR NOTE FROM THE COMMON STOCK PURCHASE WARRANTS ATTACHED HERETO. COPIES PURSUANT TO PROVISIONS OF THE FOREGOING AGREEMENT ARE MAINTAINED INTERNAL REVENUE CODE OF 1986 RELATING TO ORIGINAL ISSUE DISCOUNT AND TREASURY REGULATIONS PUBLISHED THEREUNDER, THE FOLLOWING INFORMATION IS PROVIDED: (1) THIS SECURITY IS BEING ISSUED WITH ORIGINAL ISSUE DISCOUNT IN THE CORPORATE RECORDS AMOUNT OF $32.45 PER $1,000 OF FACE AMOUNT; (2) THE ISSUER ISSUE PRICE OF THIS SECURITY IS $967.55 PER $1,000 FACE AMOUNT; (3) THE ISSUE DATE OF THIS SECURITY IS AUGUST 28, 1997; AND ARE AVAILABLE FOR INSPECTION AT (4) THE PRINCIPAL OFFICES YIELD TO MATURITY OF THE ISSUERTHIS SECURITY IS 14.367%. The Company shall maintain a copy of this Agreement and any amendments thereto on file in its principal office, and will make such copy available during normal business hours for inspection to any party thereto or will provide such copy to the Purchaser upon its request. Whenever the legend requirement imposed by this Section 12.12 shall terminate, as hereinabove provided, the respective holders of Securities for which such legend requirements have terminated shall be entitled to receive from the Company, at the Company's expense, Senior Notes or new Common Stock Purchase Warrant certificates, as applicable, without such legend.

Restrictive Legends. The Optionee understands Each certificate for the Restricted Securities, and agrees that the Company each certificate for any such securities issued to subsequent transferees of any such certificate, shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required (unless otherwise permitted by the Company provisions of Section 10.3 hereof) be stamped or by state or federal securities lawsotherwise imprinted with a legend in substantially the following form: ------------------------------------------------------------ --------------------------------------------------------- THE SECURITIES REPRESENTED INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED NEITHER THIS CERTIFICATE ARE SUBJECT NOR THE SHARES EVIDENCED BY TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, THE PRIOR PAYMENT IN FULL OF ALL SENIOR INDEBTEDNESS THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE TO THE EXTENT PROVIDED IN THE SECURITIES PURCHASE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AGREEMENT DATED OCTOBER 2, 2006, AMONG BELL LAWS OF 1933ANY STATE. NEITHER THIS CERTIFICATE NOX XXE MICROPRODUCTS INC., AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS TEACHERS' RETIREMENT SYSTEM OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTEREDSOLD, AMENDED, RESTATED ALABAMA AND THE EMPLOYEES' RETIREMENT SYSTEM OF ALABAMA TRANSFERRED OR MODIFIED FROM TIME TO TIME, AND OTHERWISE DISPOSED OF IN THE ABSENCE (THE "SECURITIES PURCHASE AGREEMENT"). THIS NOTE MAY OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. IN NOT BE SOLD, PLEDGED, ENCUMBERED TRANSFERRED OR OTHERWISE TRANSFERRED OTHER THAN DISPOSED OF IN ADDITION, THE TRANSFER OF BOTH THIS CERTIFICATE AND THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THE SHARES EVIDENCED BY THIS CERTIFICATE IS SUBJECT THEREFROM. IN ADDITION, THE TRANSFER OF THIS NOTE IS TO A PERMITTED TRANSFEREE THE CONDITIONS SPECIFIED IN ACCORDANCE WITH ARTICLE 10 OF THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES CONDITIONS SPECIFIED IN ARTICLE 10 OF THE FOREGOING PLAN ARE MAINTAINED WITH SECURITIES PURCHASE AGREEMENT DATED OCTOBER 2, 2006 SECURITIES PURCHASE AGREEMENT. NO TRANSFER OF THIS NOTE AMONG BELL MICROPRODUCTS INC., THE CORPORATE RECORDS TEACHERS' SHALL BE VALID OR EFFECTIVE UNXXX SUCH CONDITIONS HAVE RETIREMENT SYSTEM OF ALABAMA AND THE EMPLOYEES' BEEN FULFILLED. A COPY OF THE ISSUER SECURITIES PURCHASE RETIREMENT SYSTEM OF ALABAMA (THE "SECURITIES AGREEMENT IS ON FILE AND ARE AVAILABLE FOR INSPECTION MAY BE INSPECTED AT THE PURCHASE AGREEMENT"). NO TRANSFER OF THIS PRINCIPAL OFFICES EXECUTIVE OFFICE OF THE ISSUER. THE HOLDER OF CERTIFICATE OR THE SECURITIES REPRESENTED EVIDENCED BY THIS THIS NOTE, BY ACCEPTANCE OF THIS NOTE, AGREES TO BE CERTIFICATE ARE ALSO SUBJECT TO AN AWARD SHALL BE VALID OR EFFECTIVE UNTIL SUCH BOUND BY THE PROVISIONS OF THE SECURITIES PURCHASE CONDITIONS HAVE BEEN FULFILLED. A COPY OF THE AGREEMENT. SECURITIES PURCHASE AGREEMENT BETWEEN THE ISSUER IS ON FILE AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION INSPECTED AT THE PRINCIPAL OFFICES EXECUTIVE OFFICE OF THE ISSUER.. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE SECURITIES PURCHASE AGREEMENT. ------------------------------------------------------------ ---------------------------------------------------------

Restrictive Legends. The Optionee understands and agrees Each Priveco Stockholder acknowledges that the Company certificate(s) representing such Priveco Stockholder’s pro rata portion of the Exchange Shares shall cause the legends each conspicuously set forth below on the face or legends back thereof a legend in substantially equivalent theretothe following form, corresponding to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by stockholder’s status as set forth in Section 3.4 and the Company or by state or federal securities lawssignature pages hereto: THE REGULATION D LEGEND: “THESE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND . THEY MAY NOT BE OFFEREDSOLD, SOLD OFFERED FOR SALE, PLEDGED OR TRANSFERRED EXCEPT PURSUANT TO (I) HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.” REGULATION S LEGEND: “THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE AMENDED (“SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIESACT”). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, PLEDGED OR HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE REGULATION S PROMULGATED UNDER THE SECURITIES SHALL ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION; HEDGING TRANSACTIONS INVOLVING THE SHARES REPRESENTED HEREBY MAY NOT BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED CONDUCTED UNLESS IN COMPLIANCE WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERSECURITIES ACT.”

Restrictive Legends. The Optionee understands (a) Each certificate evidencing shares of Series A Preferred Stock which are Restricted Securities and agrees that the Company each certificate for any such securities issued to subsequent transferees of any such certificate shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required (unless otherwise permitted by the Company provisions of Section 7.3 hereof) be stamped or by state or federal securities lawsotherwise imprinted with a legend in substantially the following form: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY HAVE BEEN ACQUIRED FOR INVESTMENT AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, 1933 OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND . THESE SECURITIES MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) IN THE ABSENCE OF SUCH REGISTRATION OR AN EFFECTIVE REGISTRATION STATEMENT EXEMPTION THEREFROM UNDER THE SECURITIES SAID ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH OR APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES BLUE SKY LAWS. INVESTORS SHOULD BE AWARE THAT THEY ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO THE CONDITIONS SPECIFIED IN THE SECURITIES PURCHASE AGREEMENT DATED AS OF MARCH 25, 2003, AMONG THE ISSUER HEREOF AND CERTAIN OTHER SIGNATORIES THERETO. THE TERMS OF SUCH SECURITIES PURCHASE AGREEMENT INCLUDE, AMONG OTHER THINGS, RESTRICTIONS ON TRANSFER. A COPY OF THE SECURITIES PURCHASE AGREEMENT WILL BE REQUIRED FURNISHED WITHOUT CHARGE BY THE ISSUER HEREOF TO BEAR THE FINANCIAL RISKS HOLDER OF RECORD OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMECERTIFICATE UPON WRITTEN REQUEST. THE ISSUER CORPORATION IS AUTHORIZED TO ISSUE DIFFERENT CLASSES OF SHARES. IN ACCORDANCE WITH SECTION 16-10a-625 OF THE UTAH REVISED BUSINESS CORPORATION ACT, UPON WRITTEN REQUEST BY THE SHAREHOLDER, THE CORPORATION WILL FURNISH IN WRITING AND FURNISH, WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS CHARGE, A SUMMARY OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS RIGHTS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERSHARES."

Restrictive Legends. The Optionee understands and agrees that the Company shall cause the legends set forth below or legends substantially equivalent thereto, (a) Each certificate evidencing shares of SII Common Stock to be placed upon any certificate(sissued to the Continuing Holders (and the shares of Surviving Corporation Common Stock into which such shares of SII Common Stock will be converted) evidencing ownership of shall contain the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing legend: "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE SECURITIES LAWS, STATE; AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER THE SECURITIES ACT OF 1933ACT, AS AMENDEDAND, AND IN COMPLIANCE WITH APPLICABLE STATE IF APPLICABLE, THE SECURITIES LAWS OF ANY STATE OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THEREFROM." "BY ITS ACCEPTANCE HEREOF, THE FINANCIAL RISKS HOLDER OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. CERTIFICATE REPRESENTS THAT IT IS ACQUIRING THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT FOR ITS OWN ACCOUNT AND AGREES TO COMPLY IN ALL RESPECTS WITH APPLICABLE SECURITIES LAWS AND THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN PROVISIONS OF THE CONTRIBUTION AND PARTICIPATION AGREEMENT DATED AS OF OCTOBER 19, 2000 (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN"CONTRIBUTION AGREEMENT"), A COPY OF WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY." "THE SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE, OR OTHER DISPOSITION OF THE SHARES EVIDENCED BY THIS CERTIFICATE, OR ANY INTEREST IN SAID SHARES, IS PROHIBITED EXCEPT AS PERMITTED BY THE TERMS OF THE CONTRIBUTION AGREEMENT. NO SUCH PLAN MAY SALE, ASSIGNMENT, TRANSFER, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION SHALL BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE EFFECTIVE UNLESS MADE IN ACCORDANCE WITH THE PROVISIONS THEREOF TERMS AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES CONDITIONS OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH CONTRIBUTION AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER."

Restrictive Legends. The Optionee understands and agrees that In order to reflect the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership restrictions on ------------------- disposition of the Shares, the stock certificates representing the Shares together will be endorsed with any other legends that may be required by the Company or by state or federal securities lawsfollowing restrictive legends: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A "TRANSFER") EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF OF A RESTRICTED STOCK AGREEMENT DATED AS OF _____ __, 2001, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS, AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE TAKES SUBJECT TO THE TERMS OF SUCH AGREEMENTTRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE FOREGOING RESTRICTED STOCK AGREEMENT ARE MAINTAINED ON FILE WITH THE CORPORATE RECORDS COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR STATE SECURITIES LAWS AND NO TRANSFER OF THESE SECURITIES MAY BE MADE EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (B) PURSUANT TO AN EXEMPTION THEREFROM WITH RESPECT TO WHICH THE COMPANY MAY, UPON REQUEST, REQUIRE A SATISFACTORY OPINION OF COUNSEL FOR THE HOLDER THAT SUCH TRANSFER IS EXEMPT FROM THE REQUIREMENTS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERACT."

Restrictive Legends. The Optionee understands (i) Unless otherwise permitted under the terms of this Section 6.9, each certificate or instrument representing Purchaser Shares, and agrees that the Company shall cause the legends set forth below any other securities issued on or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership in respect of the Purchaser Shares together in connection with (A) any stock split, stock dividend, subdivision, combination, consolidation, reclassification or other similar event, or (B) any merger, consolidation, reorganization or other similar event, shall be stamped or otherwise imprinted with 45 a legend, in addition to any other legends that may be required by under the Company laws of the State of California or by other applicable state or federal "blue sky" securities laws, in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, 1933 (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT DEFINED IN RULE 144 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE ACT. SUCH SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE OFFERED FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNEDSALE, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED DISTRIBUTED EXCEPT (I) PURSUANT TO A REGISTRATION STATEMENT DECLARED OR ORDERED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, OR (II) IN COMPLIANCE WITH RULE 144, OR (III) PURSUANT TO AN OPINION OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT COUNSEL SATISFACTORY TO THE TERMS ISSUER OF SUCH AGREEMENTSECURITIES THAT SUCH REGISTRATION OR RULE 144 COMPLIANCE IS NOT REQUIRED UNDER THE SECURITIES ACT AS TO SUCH SALE, OFFER OF SALE, PLEDGE, HYPOTHECATION OR OTHER DISTRIBUTION. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THIS CERTIFICATE MUST BE SURRENDERED TO THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT HEREOF OR ITS TRANSFER AGENT AS A CONDITION PRECEDENT TO THE PRINCIPAL OFFICES TRANSFER OF ANY INTEREST IN THE ISSUERSECURITIES REPRESENTED HEREBY.

Restrictive Legends. The Optionee understands and agrees that Except as otherwise permitted by this Section 8, each Warrant (including each Warrant issued upon the Company transfer of any Warrant) shall cause be stamped or otherwise imprinted with a legend in substantially the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(sfollowing form: "THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE BEEN ISSUED IN ACCORDANCE WITH SECTION 1145 OF THE UNITED STATES BANKRUPTCY CODE (THE "BANKRUPTCY CODE") evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities laws: AND THUS ARE NOT "RESTRICTED SECURITIES" AS DEFINED IN THE SECURITIES REPRESENTED BY ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THEREFORE THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY WARRANT AND RESALE, ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT LAW OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIMEANY STATE, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SECTION 1145 OF THE PROVISIONS THEREOF BANKRUPTCY CODE OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND ANY TRANSFEREE SECURITIES ACQUIRED UPON THE EXERCISE OF THESE SECURITIES SHALL BE THIS WARRANT ARE SUBJECT TO CERTAIN SIGNIFICANT RESTRICTIONS ON TRANSFER AND TO THE RIGHTS OF OTHER STOCKHOLDERS TO PURCHASE, OR COMPEL THE SALE OF, THIS WARRANT AND SUCH SECURITIES ON THE TERMS AND CONDITIONS SET FORTH IN THE COMPANY'S CERTIFICATE OF INCORPORATION AND IN A CERTAIN SHAREHOLDERS AGREEMENT, DATED AS OF OCTOBER 8, 2003, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY. NO TRANSFER OF THIS WARRANT AND SUCH SECURITIES WILL BE VALID OR REGISTERED ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TERMS OF ANY RESTRICTIONS CONTAINED IN THIS WARRANT, THE CERTIFICATE OF INCORPORATION AND THE SHAREHOLDERS AGREEMENT ARE COMPLIED WITH AND EVIDENCE OF SUCH COMPLIANCE IS SUBMITTED TO THE COMPANY." Except as otherwise permitted by this Section 8, each certificate for Class C Common Stock (or Other Securities) issued upon the exercise of any Warrant, and each certificate issued upon the transfer of any such Class C Common Stock (or Other Securities), shall be stamped or otherwise imprinted with a legend in substantially the following form: "THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN SIGNIFICANT RESTRICTIONS ON TRANSFER AND TO THE RIGHTS OF OTHER STOCKHOLDERS TO PURCHASE, OR COMPEL THE SALE OF, THIS WARRANT AND SUCH SECURITIES ON THE TERMS AND CONDITIONS SET FORTH IN THE COMPANY'S CERTIFICATE OF INCORPORATION AND IN A CERTAIN SHAREHOLDERS AGREEMENT. , DATED AS OF OCTOBER 8, 2003, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, COPIES OF WHICH MAY BE OBTAINED FROM THE FOREGOING COMPANY. NO TRANSFER OF THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE WILL BE VALID OR REGISTERED ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TERMS OF ANY RESTRICTIONS CONTAINED IN THE CERTIFICATE OF INCORPORATION AND THE SHAREHOLDERS AGREEMENT ARE MAINTAINED COMPLIED WITH AND EVIDENCE OF SUCH COMPLIANCE IS SUBMITTED TO THE CORPORATE RECORDS COMPANY. THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN ACCORDANCE WITH SECTION 1145 OF THE ISSUER UNITED STATES BANKRUPTCY CODE (THE "BANKRUPTCY CODE") AND THUS ARE AVAILABLE FOR INSPECTION AT NOT "RESTRICTED SECURITIES" AS DEFINED IN THE PRINCIPAL OFFICES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THEREFORE THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAW OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SECTION 1145 OF THE ISSUER.BANKRUPTCY CODE OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. "

Restrictive Legends. The Optionee understands All certificates representing the Stock and agrees that the Company shall cause Additional Stock will have endorsed thereon legends in substantially the legends set forth below following forms (in addition to any legend required by appropriate state or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with foreign securities laws and any other legends that legend which may be required by other agreements between the Company or by state or federal securities laws: parties hereto): "THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND AMENDED (THE "ACT"). THEY MAY NOT BE OFFEREDSOLD, SOLD OFFERED FOR SALE, PLEDGED OR TRANSFERRED EXCEPT PURSUANT TO (I) HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF 1933COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." "THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR IN ANY MANNER DISPOSED OF EXCEPT IN CONFORMITY WITH THE TERMS OF THE INVESTMENT AGREEMENT DATED AS OF NOVEMBER 7, 2000, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION AMENDED FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TIME TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS' AGREEMENT DATED AS OF NOVEMBER 7, 2000 THAT CONTAINS CERTAIN RESTRICTIONS ON THE QUINTILES TRANSNATIONAL HOLDINGS INCRIGHT TO TRANSFER AND VOTE THE SHARES. 2008 THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH AGREEMENTS TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE." "THIS CERTIFICATE ALSO EVIDENCES AND ENTITLES THE HOLDER HEREOF TO CERTAIN RIGHTS AS SET FORTH IN A RIGHTS AGREEMENT DATED AS OF SEPTEMBER 24, 1999 BETWEEN THE COMPANY AND AMERICAN STOCK INCENTIVE PLAN TRANSFER & TRUST COMPANY, AS RIGHTS AGENT, AS AMENDED (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN"RIGHTS AGREEMENT"), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH PLAN. COPIES WHICH ARE HEREBY INCORPORATED HEREIN BY REFERENCE AND A COPY OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION WHICH IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF THE ISSUERCOMPANY. UNDER CERTAIN CIRCUMSTANCES SPECIFIED IN THE SECURITIES RIGHTS AGREEMENT, SUCH RIGHTS WILL BE REPRESENTED BY SEPARATE CERTIFICATES AND WILL NO LONGER BE REPRESENTED BY THIS CERTIFICATE. THE COMPANY WILL MAIL TO THE RECORD HOLDER OF THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD A COPY OF THE RIGHTS AGREEMENT BETWEEN THE ISSUER AND THE HOLDERWITHOUT CHARGE PROMPTLY FOLLOWING RECEIPT OF A WRITTEN REQUEST THEREFOR. UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY ANY PERSON WHO BECOMES A 15% STOCKHOLDER OR ANY AFFILIATE OR ASSOCIATE OF A 15% STOCKHOLDER (AS SUCH AGREEMENT CAPITALIZED TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, BECOME NULL AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERVOID."

Restrictive Legends. The Optionee understands and agrees that (a) In order to reflect the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership restrictions on disposition of the Shares together and the forfeiture restrictions, the stock certificates representing the Shares will be endorsed with any other legends that may be required by the Company or by state or federal securities lawsfollowing restrictive legends: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF (A “TRANSFER”) EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF OF A RESTRICTED STOCK AGREEMENT DATED AS OF , BETWEEN THE REGISTERED OWNER AND THE COMPANY, AS IT MAY BE AMENDED FROM TIME TO TIME. PURSUANT TO SUCH AGREEMENT, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN TRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS, AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE TAKES SUBJECT TO THE TERMS OF SUCH AGREEMENTTRANSFER RESTRICTIONS AND FORFEITURE RESTRICTIONS. COPIES OF THE FOREGOING RESTRICTED STOCK AGREEMENT ARE MAINTAINED ON FILE WITH THE CORPORATE RECORDS COMPANY.” “THE REGISTERED OWNER OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT SECURITIES REPRESENTED BY THIS CERTIFICATE IS AN AFFILIATE, AS DEFINED UNDER THE PRINCIPAL OFFICES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OF THE ISSUERCOMPANY AND MAY NOT TRANSFER THESE SECURITIES EXCEPT (A) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, INCLUDING RULE 144 UNDER THE ACT, OR (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT.”

Restrictive Legends. The Optionee understands Except as otherwise permitted by this ------------------- Section 5, each Warrant originally issued, each Warrant issued upon direct or indirect transfer or in substitution for any Warrant pursuant to Section 7, each certificate for Class A Common Stock (or Other Securities) issued upon the exercise of any Warrant, and agrees that each certificate issued upon the Company direct or indirect transfer of any such Class A Common Stock (or Other Securities), shall cause be stamped or otherwise imprinted with legends in substantially the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THE THESE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT HAVE BEEN ACQUIRED PURSUANT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER A TRANSACTION EFFECTED IN RELIANCE UPON AN EXEMPTION FROM THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWSAMENDED (THE "ACT"), AND MAY HAVE NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE BEEN THE SUBJECT OF A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE OR ANY STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE OTHER SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED SOLD OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM, AND, IF APPLICABLE, IN ACCORDANCE WITH THE PROVISIONS THEREOF OF REGULATION S UNDER THE ACT, AND THE COMPANY MAY REQUIRE AN OPINION OF LEGAL COUNSEL SATISFACTORY TO THE COMPANY THAT ANY TRANSFEREE PROPOSED TRANSFER OF THESE SECURITIES SHALL COMPLIES WITH SUCH SECURITIES LAWS BEFORE SUCH A TRANSFER MAY BE EFFECTED. THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF AN AGREEMENT THAT RESTRICTS THE TRANSFER OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER SECURITIES (AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED ISSUABLE UPON EXERCISE HEREOF) FOR 180 DAYS FOLLOWING THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED UNDER THE ACT OR ANY SUCCESSOR THERETO OR ANY SIMILAR RULE OR LAW OR ANY OTHER UNDERWRITTEN SALE OF SECURITIES BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIMECOMPANY, AND MAY NOT RESTRICTS THE TRANSFER OF SUCH SECURITIES TO TRANSFEREES WHO AGREE TO BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO BOUND BY THE TERMS AND CONDITIONS OF SUCH AGREEMENT. COPIES THIS AGREEMENT IS SET FORTH IN THE SUBSCRIPTION AGREEMENT FOR THESE SECURITIES, A COPY OF WHICH IS AVAILABLE UPON REQUEST OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERCOMPANY. ANY SALE OR TRANSFER NOT IN COMPLIANCE HEREWITH WILL BE VOID.

Restrictive Legends. The Optionee understands (a) Each certificate representing shares of Common Stock and agrees that the Company shall cause the legends set forth below Preferred Stock or legends substantially equivalent thereto, to be placed any other securities issued in respect of such Common Stock and Preferred Stock upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required stock split, stock dividend, recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the Company provisions of Section 6.2 be stamped or by otherwise imprinted with legends in substantially the following form (in addition to any legend required under applicable state or federal securities laws) now or hereafter owned by the Common Holders or Preferred Holders shall be endorsed with the following legends: THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY THE TERMS AND RESALE, CONDITIONS OF A CERTAIN AMENDED AND RESTATED STOCKHOLDER RIGHTS AGREEMENT BY AND BETWEEN THE CORPORATION AND THE STOCKHOLDERS OF THE CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON REQUEST TO THE SECRETARY OF THE CORPORATION. THE SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "ACT"), OR UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION. THESE SECURITIES LAWSHAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, AND OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD SOLD, PLEDGED, OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES ACT OF 1933AND SUCH OFFER, AS AMENDEDSALE, AND PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OF ANY STATE OR (II) OTHER JURISDICTION OR THERE IS AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OPINION OF COUNSEL OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSOTHER EVIDENCE, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT SATISFACTORY TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN)CORPORATION THAT AN EXEMPTION THEREFROM IS AVAILABLE AND THAT SUCH OFFER, AS SUCH PLAN MAY BE ALTEREDSALE, AMENDEDPLEDGE, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERJURISDICTION.

Restrictive Legends. The Optionee understands All Initial Certificates issued pursuant to this Agreement for resale pursuant to Rule 144A (including any Global Certificate issued upon registration of transfer, in exchange for or in lieu of such Certificates) or issued pursuant to Section 3.05(b) in exchange for interests in a Restricted Global Certificate shall be "Restricted Certificates" and agrees that shall bear a legend to the following effect (the "Restricted Legend") unless the Company shall cause and the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together Trustee determine otherwise consistent with any other legends that may be required by the Company or by state or federal securities lawsapplicable law: THE SECURITIES REPRESENTED BY "THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE AMENDED (THE "SECURITIES LAWSACT"), AND ACCORDINGLY, MAY NOT BE OFFEREDOFFERED OR SOLD WITHIN THE UNITED STATES OR TO, SOLD OR TRANSFERRED FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY CONTINENTAL AIRLINES, INC., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) TO CONTINENTAL AIRLINES, INC., (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 UNDER THE SECURITIES ACT, (D) PURSUANT TO (I) AN EFFECTIVE THE EXEMPTION FROM REGISTRATION STATEMENT PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS (IF AVAILABLE) OR (IIE) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT PURSUANT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER.EFFECTIVE REGISTRATION 30

Restrictive Legends. The Optionee understands and agrees that Warrant, while it is a Restricted Security, shall be stamped or otherwise imprinted with a legend in substantially the Company shall cause the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: THIS WARRANT AND THE SECURITIES REPRESENTED BY THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AMENDED (THE "FEDERAL ACT") OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER PROVISIONS OF THE FEDERAL ACT AND ALL APPLICABLE STATE SECURITIES LAWS; AND IN THE CASE OF ANY EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THE WARRANT OR THE OTHER SECURITIES. NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY LISTED IN SCHEDULE A TO THIS WARRANT. Each certificate for Restricted Securities (unless at the time of issuance such Restricted Securities are registered under the Securities Act) other than a Warrant, and each certificate issued upon the transfer or exchange of any such certificate for Restricted Securities (except as otherwise permitted by this Section 4) shall be stamped or otherwise imprinted with a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BE OFFERED, SOLD OR TRANSFERRED EXCEPT PURSUANT TO (I) AN EFFECTIVE REGISTRATION STATEMENT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "FEDERAL ACT"), AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE NEITHER THESE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2008 STOCK INCENTIVE PLAN (FORMERLY THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN NOR ANY INTEREST THEREIN MAY BE ALTERED, AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDER, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER PROVISIONS THEREOF OF THE FEDERAL ACT AND ANY TRANSFEREE ALL APPLICABLE STATE SECURITIES LAWS; AND IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERSECURITIES.

Restrictive Legends. The Optionee understands and agrees that Global will stamp or imprint each certificate or other instrument representing shares of Stock, throughout the Company shall cause term of this Agreement, with a legend in the legends set forth below or legends substantially equivalent thereto, to be placed upon any certificate(s) evidencing ownership of the Shares together with any other legends that may be required by the Company or by state or federal securities lawsfollowing form: “THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND . THE SECURITIES MAY NOT BE OFFEREDOFFERED FOR SALE, SOLD SOLD, TRANSFERRED OR TRANSFERRED EXCEPT PURSUANT TO ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL SELECTED BY THE HOLDER AND REASONABLY ACCEPTABLE TO THE ISSUER, IN COMPLIANCE WITH APPLICABLE A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR STATE SECURITIES LAWS LAWS, OR (II) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER APPLICABLE STATE THE ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES LAWS. INVESTORS SHOULD MAY BE AWARE THAT THEY WILL BE REQUIRED TO BEAR PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIMESECURITIES. THE ISSUER WILL FURNISH IN WRITING AND WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS THE DESIGNATIONSVOTING, RELATIVE RIGHTSSALE, PREFERENCES AND LIMITATIONS APPLICABLE TO EACH CLASS TRANSFER, ENCUMBRANCE OR OTHER DISPOSITION OF SHARES AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES). THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS TERMS AND CONDITIONS OF A SHAREHOLDERS’ AGREEMENT, DATED AS OF SEPTEMBER 30, 2009, AMONG GLOBAL EMPLOYMENT HOLDINGS, INC. 2008 AND CERTAIN HOLDERS OF ITS OUTSTANDING CAPITAL STOCK INCENTIVE PLAN (FORMERLY AS THE QUINTILES TRANSNATIONAL CORP. 2008 STOCK INCENTIVE PLAN), AS SUCH PLAN SAME MAY BE ALTERED, AMENDED, MODIFIED, SUPPLEMENTED OR RESTATED OR MODIFIED FROM TIME TO TIME), AND A COPY OF WHICH MAY NOT BE SOLD, PLEDGED, ENCUMBERED OR OTHERWISE TRANSFERRED OTHER THAN TO A PERMITTED TRANSFEREE IN ACCORDANCE WITH OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE PROVISIONS THEREOF AND ANY TRANSFEREE HOLDER OF THESE SECURITIES SHALL BE SUBJECT RECORD OF THIS CERTIFICATE TO THE TERMS SECRETARY OF SUCH PLAN. COPIES OF THE FOREGOING PLAN ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT TO AN AWARD AGREEMENT BETWEEN THE ISSUER AND THE HOLDERGLOBAL EMPLOYMENT HOLDINGS, AS SUCH AGREEMENT MAY BE AMENDED, RESTATED OR MODIFIED FROM TIME TO TIME, AND MAY NOT BE TRANSFERRED, SOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THE PROVISIONS THEREOF AND ANY TRANSFEREE OF THESE SECURITIES SHALL BE SUBJECT TO THE TERMS OF SUCH AGREEMENT. COPIES OF THE FOREGOING AGREEMENT ARE MAINTAINED WITH THE CORPORATE RECORDS OF THE ISSUER AND ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICES OF THE ISSUERINC.”