S-1/A

As filed with the Securities and Exchange Commission on July 27, 2021

Registration No. 333-257611

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WCG Clinical, Inc.

(Exact name of registrant as specified in its charter)

Delaware	8731	84-3769177
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

212 Carnegie Center, Suite 301

Princeton, NJ 08540

(609) 945-0101

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

Laurie L. Jackson

Chief Financial Officer and Chief Administration Officer

212 Carnegie Center, Suite 301

Princeton, NJ 08540

(609) 945-0101

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

Copies to:

Howard A. Sobel John Giouroukakis Benjamin J. Cohen Alison A. Haggerty Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200 Barbara J. Shander Chief Legal Officer 212 Carnegie Center, Suite 301 Princeton, NJ 08540 (609) 945-0101 William B. Brentani David W. Azarkh Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐

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

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

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

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

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

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

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)	Proposed maximum aggregate offering price(1)	Amount of registration fee(3)
Common stock, par value $0.01 per share	51,750,000	$17.00	$879,750,000	$95,980.73

(1) Includes shares of common stock that the underwriters have the option to purchase.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(3) The registrant previously paid a total of $10,910 in connection with the prior filing of the registration statement.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission  is  effective.  This  preliminary prospectus  is  not an  offer to sell nor does it seek an offer to buy  these  securities in any  jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated July 27, 2021.

45,000,000 Shares

WCG Clinical, Inc.

Common Stock

This is an initial public offering of shares of common stock of WCG Clinical, Inc. We are offering 45,000,000 shares of our common stock.

Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $15.00 and $17.00. We have applied to list our common stock on The Nasdaq Global Select Market under the symbol “WCGC.”

After the completion of this offering, certain affiliates of our Principal Stockholders will together own approximately 80% of our outstanding common stock (or approximately 78% if the underwriters exercise their option to purchase additional shares in full) and will be parties to a voting agreement. As a result, we will be a “controlled company” within the meaning of the corporate governance rules of The Nasdaq Global Select Market and we may rely on certain exemptions from the corporate governance requirements of The Nasdaq Global Select Market. See “Management—Director Independence and Controlled Company Exception.”

We are an “emerging growth company” under the federal securities laws and, as such, may elect to comply with certain reduced public reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our common stock involves risk. See “Risk Factors” beginning on page 21 of this prospectus to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission (the “SEC”), nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Initial public offering price	$	$
Underwriting discount(1)	$	$
Proceeds, before expenses, to us	$	$

(1) See “Underwriting” for a description of the compensation payable to the underwriters.

The underwriters have the option to purchase up to an additional 6,750,000 shares of our common stock from us at the initial price to public less the underwriting discount within 30 days of the date of this prospectus.

The underwriters expect to deliver the shares of common stock against payment in New York, New York on                , 2021.

Goldman Sachs & Co. LLC Morgan Stanley BofA Securities Barclays

Jefferies	William Blair	BMO Capital Markets
UBS Investment Bank	SVB Leerink	HSBC

Prospectus dated                , 2021.

TABLE OF CONTENTS

About this Prospectus	ii
Market and Industry Data	ii
Basis of Presentation	ii
Certain Trademarks	iv
Non-GAAP Financial Measures	iv
A Letter from WCG Founder, Executive Chairman  & Chief Executive Officer, Donald A. Deieso	1
Prospectus Summary	2
Risk Factors	21
Use of Proceeds	54
Capitalization	55
Dividend Policy	57
Dilution	58
Management’s Discussion and Analysis of Financial Condition and Results of Operations	60
Business	85
Management	104
Executive and Director Compensation	112
Principal Stockholders	131
Certain Relationships and Related Party Transactions	134
Description of Capital Stock	137
Description of Certain Indebtedness	143
Shares Eligible for Future Sale	147
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders	149
Certain ERISA Considerations	153
Underwriting	154
Legal Matters	163
Experts	163
Where You Can Find More Information	163
Index to Consolidated Financial Statements	F-1

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ABOUT THIS PROSPECTUS

You should rely only on the information included in this prospectus and any free writing prospectus prepared by or on behalf of us that we have referred to you. Neither we nor the underwriters have authorized anyone to provide you with additional information or information different from that included in this prospectus or in any free writing prospectus prepared by or on behalf of us that we have referred to you. If anyone provides you with additional, different or inconsistent information, you should not rely on it. Offers to sell, and solicitations of offers to buy, shares of our common stock are being made only in jurisdictions where offers and sales are permitted.

No action is being taken in any jurisdiction outside the United States to permit a public offering of common stock or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restriction as to this offering and the distribution of this prospectus applicable to those jurisdictions.

MARKET AND INDUSTRY DATA

This prospectus includes estimates regarding market and industry data that we prepared based on our management’s knowledge and experience in the markets in which we operate, together with information obtained from various sources, including publicly available information, industry reports and publications, surveys, our customers, distributors, suppliers, trade and business organizations and other contacts in the markets in which we operate. Management estimates are derived from publicly available information released by independent industry analysts and third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data and our knowledge of such industry and markets which we believe to be reasonable.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets we serve. Market share data is subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process and other limitations inherent in any statistical survey of market share. In addition, customer preferences are subject to change. Accordingly, you are cautioned not to place undue reliance on such market share data.

BASIS OF PRESENTATION

Our previous parent company, WCG HoldCo IV LLC (the “Seller”), entered into a Stock Purchase Agreement on November 6, 2019, with WCG Purchaser Corp. (formerly known as Da Vinci Purchaser Corp.) (the “Purchaser” or “Operating Company”), pursuant to which the Purchaser purchased all of the issued and outstanding equity interests in WCG Holding IV Inc. and WCG Market Intelligence & Insights Inc. (collectively, the “Acquiree”) from the Seller (the “Transaction”). In connection with the Transaction, a new parent entity, Da Vinci Purchaser Holdings LP (the “Parent”), was formed, together with two new entities, WCG Clinical, Inc. (formerly known as WCG Purchaser Holdings Corp.), the issuer in this offering, and WCG Purchaser Intermediate Corp., the direct subsidiary of the issuer, to act as intermediate holding companies between the Parent and the Operating Company. On January 8, 2020, the Transaction closed, resulting in a change to our corporate structure. Unless otherwise indicated or the context otherwise requires, references in this prospectus to the terms “WCG,” “we,” “us,” “our,” or the “Company” refer to the Seller and its consolidated subsidiaries prior to the Transaction, and WCG Clinical, Inc. and its consolidated subsidiaries following the completion of the Transaction.

The consolidated financial statements included in this prospectus reflect the consolidated historical results of operations of WCG and its subsidiaries. WCG’s consolidated financial statements prior to and including

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December 31, 2019 represent the financial information of the Acquiree and its consolidated subsidiaries prior to the Transaction, and such financial information is labeled as “Predecessor.” The Seller had no operations other than its ownership of the Acquiree and its consolidated subsidiaries, and, as a result, the same information has been presented as would be presented if the Acquiree were deemed to be the predecessor entities. The consolidated financial information for the periods beginning on and subsequent to January 1, 2020 represent the financial information of WCG Clinical Inc. and its consolidated subsidiaries subsequent to the Transaction, and such financial information is labeled as “Successor.” We determined that the operational activities from January 1, 2020 through the close of the Transaction on January 8, 2020 (the “effective date”) were immaterial to the financial statements for the year ended December 31, 2020, and do not result in material differences in the amounts recognized on the Balance Sheet, Statement of Operations, or Statement of Cash Flows. In light of the proximity of the effective date to the start of our January accounting period (i.e. only four business days from January 1, 2020 to the effective date, during which the Predecessor did not have material operations), we elected to present the activities from January 1, 2020 through January 7, 2020 in the Successor period (including the year ended December 31, 2020). See Note 1 to WCG’s audited consolidated financial statements included elsewhere in this prospectus.

Prior to the completion of this offering, the Parent will be liquidated and the unit holders of our Parent will receive shares of our common stock in exchange for their units of the Parent. See “Prospectus Summary—Distribution.”

Certain monetary amounts, percentages, and other figures included elsewhere in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

As used in this prospectus, unless the context otherwise requires, references to:

• “Amended and Restated Registration Rights Agreement” means the registration rights agreement to be effective immediately prior to the effectiveness of the registration statement of which this prospectus is a part, by and between the Principal Stockholders, certain other existing stockholders and the Company;

• “Arsenal” means investment funds affiliated with or advised by Arsenal Capital Partners;

• “client retention ratio” means the ratio of clients retained by the Company over a specified period of time, and is calculated by dividing the number of retained clients in the current period that were also clients as of the end of the comparable prior year period by the total number of clients at the end of the comparable prior year period. The client retention ratio excludes clients with total annual revenue less than $20 thousand (and account for less than 1% of total revenues) to isolate the churn related to very small, one-time IRB customers that are not considered part of the Company’s normal customer base;

• “Credit Facilities” means our First Lien Facilities and Second Lien Term Loan Facility;

• “DGCL” means the Delaware General Corporation Law;

• “Exchange Act” means the Securities Exchange Act of 1934, as amended;

• “First Lien Facilities” means the First Lien Term Loan Facility and the Revolving Credit Facility;

• “First Lien Term Loan Facility” means our senior secured first lien term loan facility in an initial principal amount of $920.0 million entered into on January 8, 2020, as amended by the incremental term loan facility in an initial amount of $150.0 million entered into on November 2, 2020 and the incremental term loan facility in an initial amount of $200.0 million entered into on July 20, 2021;

• “GAAP” means U.S. generally accepted accounting principles;

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• “GIC Investor” means Dein Investment Pte. Ltd;

• “LGP” means investment funds affiliated with or advised by Leonard Green & Partners, L.P.;

• “Novo” means Novo Holdings A/S;

• “Organic Revenue Growth” means internally-generated growth measured by comparable sales of products and services year over year, excluding the impact of acquisitions until they have been under our ownership for at least four full fiscal quarters at the start of a fiscal reporting period;

• “Principal Stockholders” means LGP, Arsenal, Novo and the GIC Investor;

• “Revolving Credit Facility” means our $250.0 million revolving credit facility entered into on January 8, 2020, as amended on July 13, 2021;

• “Second Lien Term Loan Facility” means our senior secured second lien term loan facility in an initial principal amount of $345.0 million entered into on January 8, 2020; and

• “Voting Agreement” means the voting agreement to be effective immediately prior to the effectiveness of the registration statement of which this prospectus is a part, by and among the Principal Stockholders and the Company.

CERTAIN TRADEMARKS

This prospectus includes trademarks and service marks owned by us, including AIMS^™, Avoca^™, Connexus 5.0^™, InvestigatorSpace^™, IRBNet^™, Pharmaseek^™, KMR^™, MCC^™, My-Patient.com^™, Safety Portal^™, The WCG Patient Experience^™, Velos^™, Virgil^™, WCG Clinical Trial Ecosystem^™, WCG Knowledge Base^™ and WCG Predict^™. This prospectus also contains trademarks, trade names and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ^®, ^™ or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, trade names and service marks. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

NON-GAAP FINANCIAL MEASURES

We report our financial results in accordance with GAAP. In addition to our GAAP financial results, we believe the non-GAAP financial measure, Adjusted EBITDA, is useful in evaluating our performance. Adjusted EBITDA should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for information about why we consider Adjusted EBITDA useful and a discussion of the material risks and limitations of this measure, as well as a reconciliation of Adjusted EBITDA to net (loss) income, the most directly comparable financial measure prepared in accordance with GAAP.

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A LETTER FROM WCG FOUNDER, EXECUTIVE CHAIRMAN & CHIEF EXECUTIVE OFFICER, DONALD A. DEIESO

WCG has embraced its role as a “Servant to Mankind”, with the ultimate aim of improving global public health. At the core of our mission, we apply leading scientific knowledge and proprietary technology to advance life-saving innovations. By helping to improve the clinical trial process, we allow valuable therapies to be delivered to patients sooner and at a lower cost. WCG is proud to serve the individuals on the frontlines of science and medicine, and the organizations that strive to develop new products and therapies to improve the quality of human health. We believe that it is our role to empower the scientific advancement of human health, while ensuring that the risks of progress never outweigh the value of human life.

As a mission-driven organization at heart with a strong commitment to the highest ethical standards, WCG is focused on safeguarding the interests of all stakeholders engaged with our Company, including clients, patients, employees and shareholders.

Strategically positioned at the very center of the clinical trial ecosystem, we act as the key point of connectivity among our various clients, who leverage our solutions to inform the critical decisions that save significant time and expense, enhance drug safety and efficacy, and ultimately improve millions of lives.

With 2.5 million patients enrolled in WCG-supported studies, our relationship with patients is also key to our mission, as demonstrated by our commitment to champion a new and improved paradigm for treating trial participants, The WCG Patient Experience^™. Beyond raising patient awareness for clinical studies, we are shifting the clinical trial framework from treating participants as “subjects” to placing a greater focus on the patient experience, one which should rely on empathy from start to finish.

Our employees bring their heads and hearts to the mission, acting as change agents to serve a greater societal purpose. We maintain a leading employee retention ratio of 92% by selectively recruiting individuals who align with our core mission, and by providing differentiated compensation and benefits packages. We are proud of our Diversity and Inclusion culture with its emphasis on ensuring that we maintain an environment of mutual respect and equal opportunity for all.

The COVID-19 pandemic highlighted our organization’s remarkable dedication to its mission. Despite facing the challenges of remote working and the personal impacts of the pandemic, our team supported and contributed to over 723 COVID-19 trials, including many of the most highly impactful vaccines and antivirals.

It is our role to empower our team to accelerate advancement. We firmly believe that we must have the clinical insight to develop, the courage to advance, and the persistence to transform a change-resistant industry, while never compromising the highest level of ethical standards.

I am grateful that you are considering an investment in WCG’s initial public offering, and excited that as a result, you are thinking of supporting our mission to accelerate the scientific advancement of human health.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all the information that may be important to you. You should read the entire prospectus carefully, especially “Risk Factors” beginning on page 17 of this prospectus, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 56 of this prospectus, and our consolidated financial statements and related notes included elsewhere in this prospectus, before deciding to invest in our common stock.

Overview

Our Mission

WCG’s mission is to provide clinical trial stakeholders with the highest-quality service, accelerate the scientific advancement of human health, and ensure that the risks of progress never outweigh the value of human life.

Our Company

We believe we are a leading provider of clinical trial solutions, focused on providing solutions that are designed to measurably improve the quality and efficiency of clinical research, stimulate growth and foster compliance. Our transformational solutions enable biopharmaceutical companies, contract research organizations (“CROs”), and institutions to accelerate the delivery of new treatments and therapies to patients, while maintaining the highest standards of human protection. We leverage our differentiated strategic position at the center of the clinical trial ecosystem to provide new types of technology-enabled solutions to all stakeholders involved, with the aim to address the key critical pain points throughout the clinical trial process.

Clinical trials are an essential part of the drug and device development process, but ineffective trial design and management continues to delay much-needed therapies from being made available to patients. Delayed patient enrollment, slow trial startup, burdensome administrative processes, use of disparate technologies, and under-representation of minority patients are a few of the key critical pain points our clients face in running clinical trials today. As a result, clinical trials are increasingly more expensive to conduct, are regularly delayed, and often face regulatory and data quality challenges.

WCG was founded in 2012, backed by Arsenal Capital Partners, with the goal of systematically transforming drug development by addressing the key critical pain points adversely affecting clinical trial performance. Our proprietary suite of technology-enabled solutions provides ethical review services as well as broader clinical trial solutions including study planning and optimization, patient engagement, and scientific and regulatory review services. We serve all stakeholders in the clinical trial ecosystem, including biopharmaceutical companies and CROs, trial sites, institutions and investigators, as well as patients and advocacy groups. Our solutions include software as well as technology-enabled clinical services that provide integrated, end-to-end support along the clinical trial process. Our clients leverage our solutions to inform the critical decisions that are key to saving significant time and expense, enhancing drug safety and efficacy, and ultimately allowing for the improvement of millions of lives.

Starting with our first and oldest business, Western IRB, we believe WCG has built a 50-year reputation for excellence in the performance of ethical reviews to become a partner of choice to some of the most sophisticated biopharmaceutical companies, regulators, and investigators. We have expanded our platform’s capabilities over the years and presently enjoy a differentiated strategic position at the center of the clinical trial ecosystem, enhancing efficiency and connectivity by uniting all stakeholders through our integrated technology platform. Since our founding, our end-to-end solutions have benefitted over 5,000 biopharmaceutical companies and

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CROs, of which 4,000 are small and mid-cap biopharmaceutical companies, 10,000 research sites, and several million patients. Our management estimates that over the last two years ended December 31, 2020, WCG supported approximately 90% of all global clinical trials, across a broad array of therapeutic areas and trial phases and, over the same period, our solutions have been leveraged by 87% of all new drugs and therapeutic biologics approved by the U.S. Food and Drug Administration (“FDA”). With a global workforce of over 4,000 individuals who are core to our mission and our platform, we have a presence in 71 countries. Our significant expertise is evidenced by our track record of supporting over 4,000 global clinical trials from March 2020 through February 2021. We expect to continue to expand our operations at home and abroad as needed to service our increasingly diverse and international client base. We believe our clinical professionals are industry thought-leaders who provide expert consultation on ethical standards, trial operations, and regulatory submissions for drugs and devices. We believe our strategic position at the center of the clinical trial ecosystem provides us with the breadth and depth of knowledge and insight to serve our mission, and confidently develop new products and services to enhance our value proposition and growth trajectory.

We believe we have a proven track record of consistent growth and strong financial performance. We serve a high-growth market, and have outperformed through organic expansion of our portfolio, cross-selling of our solutions into our large client base and the strategic acquisition of complementary capabilities.

• From 2018 to 2020, our revenues increased by approximately 16% per year, from $345.6 million to $463.4 million, with an Adjusted EBITDA margin (defined as Adjusted EBITDA divided by revenue) reaching 47% in 2020. Our revenues increased by approximately 33%, from $103.5 million to $137.6 million, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020, with Adjusted EBITDA margin reaching 43% in the first quarter of 2021.

• For 2019 and 2020, 74% and 69% of the Company’s revenue growth, respectively, was Organic Revenue Growth.

• We had a net loss of $2.6 million in 2018, net income of $18.2 million in 2019, and a net loss of $95.3 million in 2020 primarily due to the impact of the Transaction. In addition, we had a net loss of $20.6 million and $30.1 million in the three months ended March 31, 2021 and 2020, respectively. Our Adjusted EBITDA increased by approximately 50%, from approximately $146.0 million in 2018 to approximately $218.4 million in 2020. Our Adjusted EBITDA increased by approximately 24%, from $47.6 million to $59.1 million, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020.

• From 2019 to 2020, our bookings increased by approximately 12%, from $555.2 million to $621.8 million. Our bookings increased by approximately 55%, from $171.8 million to $266.2 million, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020.

• As of March 31, 2021, our top 25 clients each purchased on average more than four of our solutions, and each contributed revenues of over $2 million. We estimate the current opportunity from further cross selling our existing solutions to these clients to be over $1.6 billion.

• WCG has a strong track record of acquiring and integrating leading technologies and solutions into our platform, having closed 31 acquisitions since 2012.

See “—Summary Consolidated Financial and Operating Data” below and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information regarding bookings and Adjusted EBITDA, including a reconciliation of Adjusted EBITDA to net (loss) income.

Our Differentiated Platform of Integrated Solutions

WCG’s Clinical Trial Ecosystem^™—A Key Differentiator

For decades, the biopharmaceutical industry has approached clinical trials on a trial-by-trial basis, with each new trial requiring a one-time assembly of research sites, patient participants, and supporting technologies. When

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a trial ends, the teams organized to carry it out are disbanded. Each trial becomes a one-time and episodic collaboration of the operational expertise, human capital, and specific technology used in the trial. This single-trial model has discouraged many organizations from making long-term investments in unifying the end-to-end trial process given the required investment horizon. Yet, many of the operational challenges affecting clinical trials today, including high costs, long duration, and poor patient enrollment, are the direct results of this lack of continuity and connectivity. WCG has created a more permanent alignment of interest across stakeholders and improved consistency of workflows through the WCG Clinical Trial Ecosystem^™, which leverages our expansive client relationships and deep data-driven insights to enhance the connectivity and efficiency throughout the clinical trial process. We believe our strategic position at the center of the clinical trial ecosystem provides us with differentiated breadth and depth of knowledge and insight to serve our clients, fulfill our mission, and confidently develop new products and services to enhance our value proposition and growth trajectory.

Positioned at the center of the clinical trial ecosystem, WCG acts as a single point of connectivity among all stakeholders involved, a large number of which are clients that we have relationships with and that we serve:

* Based on revenue.

** Based on management estimates.

Each of these stakeholders benefits from WCG’s differentiated platform of end-to-end solutions:

• patients benefit from the ability to access life-saving therapies sooner and may participate in clinical trials with increased safety through faster enrollment, improved engagement and increased awareness;

• sites, institutions and investigators benefit by having access to a unified and interconnected network, allowing them to enhance their visibility to sponsors, more effectively recruit the appropriate group of patients, and therefore more efficiently conduct clinical trials; and

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• sponsors and CROs benefit from the ability to select strong performing sites with greater precision and to more efficiently enroll patients, by leveraging unified workflows, interconnected sites, and integrated technology-enabled solutions. This in turn allows them to conduct clinical trials faster and at a lower overall cost.

WCG’s Knowledge Base^™—Comprehensive Real-Time Trial Data

Leveraging the WCG Knowledge Base^™, our management estimates that over the last two years ended December 31, 2020, WCG participated in over 90% of all global clinical trials, across a broad array of therapeutic areas and trial phases, which provides us with unique access to clinical trial data and deep insights in the industry. WCG’s Knowledge Base^™ is a primary dataset which was purpose-built to aggregate a wide array of clinical trial performance data assembled over the years. WCG has strategically developed proprietary algorithms that query WCG Knowledge Base^™ and provide authoritative insights into the matters that are central to effective clinical trial decisions. We leverage the WCG Knowledge Base^™ across our businesses, from generating client insights to informing our new product innovation and broader business development.

A selection of direct applications of the WCG Knowledge Base^™ are provided below.

How We Serve Our Clients

In order to best serve our clients’ needs throughout the clinical trial continuum, WCG is organized into two segments:

Ethical Review segment. Our Ethical Review (“ER”) segment provides technology-enabled services that ensure clinical trials respect the rights and protect the welfare of patient participants. Over the last two decades,

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WCG has performed over 58,000 ethical reviews, developing specialized expertise and capabilities that we believe are differentiated in the industry. Federal regulations require clinical trial sponsors, including CROs and biopharmaceutical companies, to submit specific documentation related to the conduct of the clinical trial to a qualified IRB. The IRB is an independent committee established to review and approve research involving human participants, whose primary purpose is to protect the rights and welfare of the participating patients. The IRB has the authority to approve, require modifications in, or disapprove clinical trials. It is responsible for reviewing key aspects of the clinical trial, including trial protocols, investigators, and participant informed consent.

Clinical Trial Solutions segment. Our Clinical Trial Solutions (“CTS”) segment provides an integrated suite of over 40 technology-enabled solutions that support the conduct of effective clinical trials, including study planning and site optimization, patient engagement, and scientific and regulatory review. Study Planning and Site Optimization provides integrated, turnkey services to identify, activate, and benchmark sites. Patient Engagement improves patient-related activities in a clinical trial. Scientific & Regulatory Review ensures that the data recorded in a clinical trial can support effective regulatory submissions. These solutions include proprietary software and specialty clinical consulting services which provide integrated, end-to-end support of workflows along the clinical trial process and have been designed with the specific objective to optimize efficiency. Using the WCG Clinical Trial Ecosystem^™ we are able to offer clients a fit-for-purpose suite of the solutions that match the specific needs of a project, optimizing cost and efficiency.

Our revenues consist of fees for the review of clinical research trial protocols and investigators, technology-enabled specialty clinical consulting services which support various steps of the clinical trial process that are designed to optimize efficiency, sale of software licenses and hosted SaaS software applications which support the conduct of effective clinical trials. Because many of our agreements with our customers contain performance obligations over a period of years, spanning the life of a clinical trial, our backlog provides us, at any point in time, with visibility into approximately 75% of our revenues for the next twelve months.

Our Market Opportunity

Traditional drug development has led to immeasurable public health benefits, but challenging diseases persist while many patients await life-saving medicines. Developing a new drug can take over 10 years and cost more than $2 billion to bring to market, according to Tufts Center for the Study of Drug Development (“CSDD”). While investments in research and development (“R&D”) have reached new highs, the returns on investment have steadily declined. In 2021, global biopharmaceutical R&D expenditures are expected to reach $195 billion according to EvaluatePharma. However, according to the Deloitte Center for Health Solutions, each of the 12 leading biopharmaceutical companies realized, on average, a return on R&D investment of approximately 2% in 2018, down from 10% in 2010.

This decreasing return on drug R&D is driving a transformation of the industry’s approach to drug development, especially as it relates to clinical trials, which represent the most costly and time-consuming stage of the R&D process and therefore bear the greatest investment risk. Tufts CSDD reports that, in 2020, there were 6,500 total active drugs in clinical trial phases each drug having less than 12% probability of receiving regulatory approval. Contributing to this unfavorable trend, the costs of clinical trials are escalating, trial timelines are being extended, and data quality issues result in undesirable delays in regulatory approvals. In addition, new therapeutic categories and scientific advances, including cell and gene therapy, and precision medicine, are emerging at a rapid pace and have stimulated new and innovative approaches for addressing oncology and rare diseases. These advances have the potential to bring significant benefits, but also result in greater trial complexity and related expenses. As of December 31, 2020, the average trial protocol requires 263 procedures per patient, up 44% since 2009, as reported by Tufts CSDD. This increasing complexity is fueling the demand for the new type of outsourced, data-driven and science-based trial solutions that we provide, therefore expanding the size of our market opportunity.

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The key critical pain points that contribute to this time and cost burden are ethical review, study planning and site optimization, patient engagement, scientific and regulatory review, amongst others. Leveraging our strategic position at the center of the clinical trial ecosystem, we have developed a suite of integrated and technology-enabled solutions that we believe have had a significant impact on these existing hurdles, and in turn have created value to all stakeholders, including:

• increasing speed to market for treatments and reducing costs to healthcare systems by removing unnecessary delays;

• increasing trial access for patients with rare diseases by utilizing our proprietary data and clinical insights solutions; and

• providing thought leadership through publications and information services.

These key critical pain points in the clinical trial process impact both costs and timelines, which are key focus areas for industry participants, allowing for WCG’s addressable market to rapidly expand. Our integrated suite of solutions includes both proprietary technologies and services, including research compliance and quality management services, as well as specialty clinical expertise, all of which address the key requirements for effective end-to-end clinical trials. According to EvaluatePharma, the total global pharmaceutical research and development spend is expected to reach approximately $195 billion in 2021. Approximately half of that spend, or $89 billion, represents clinical trial spend across phases I through IV, of which approximately $48 billion is conducted by pharmaceutical companies and $41 billion is outsourced to CROs. As part of this clinical trial market, the specific segments which WCG addresses, including IRB, study planning and site optimization, patient engagement, and scientific and regulatory review, account for approximately $9 billion in 2021, which we estimate is projected to grow at 14% annually between 2021 and 2023.

WCG captures an increasing share of the drug development being conducted by small and mid-cap biopharmaceutical companies, which accounted for approximately 63% of all clinical trials in 2019. These earlier stage companies typically rely on fewer internal resources and are subject to shorter competitive timeframes. We believe WCG’s fit-for-purpose solutions have positioned us as a partner of choice for these emerging players in the clinical trial ecosystem. This growing client segment accounted for approximately 21% of our annual bookings growth in 2020, and we believe will continue to drive increased activity, fueled by record levels of funding. U.S. listed biotechnology companies raised a record of over $63 billion in 2020, representing more than twice the funds raised a year earlier.

As clinical trials have become more complex and costly, clients rely increasingly on our expert clinical insights and proprietary technology-enabled applications, a trend which has increased the size of our market opportunity and which we expect to persist.

Our Contributions to Society

During our 50-year history through our predecessor companies, WCG has embraced its role as a “Servant to Mankind.” At the core of our mission, we apply leading scientific knowledge and proprietary technology to advance life-saving innovations. By helping to improve the clinical trial process, we allow valuable therapies to be delivered to patients sooner and at a lower cost. WCG is proud to serve the individuals on the frontlines of science and medicine, and the organizations that strive to develop new products and therapies to improve the quality of human health. We believe that it is our role to empower the scientific advancement of human health, while ensuring that the risks of progress never outweigh the value of human life.

As a mission-driven organization at heart with a strong commitment to the highest ethical standards, WCG is focused on safeguarding the interests of all stakeholders engaged with our Company, including clients, patients, employees and shareholders.

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In 2002, in partnership with the World Health Organization and the National Institutes of Health, WCG established the International Fellows Program to provide clinical professionals from both developed and emerging economies with the knowledge necessary to create, manage and administer Institutional Review Boards (“IRBs”) within their own countries. WCG sponsors these Fellows to travel to the United States and attend six-month IRB training programs provided twice a year. Since inception, 200 program graduates, representing over 26 countries across four continents, have returned to their home countries with the requisite knowledge to improve the quality of clinical research and to ensure patient protection in their clinical trials, demonstrating WCG’s continued commitment to a 50-year long legacy of protecting the interests of patients in clinical research.

The COVID-19 pandemic also highlighted our organization’s remarkable dedication to its mission. Despite facing the challenges of remote working and the personal impacts of the pandemic, our team supported and contributed to over 723 COVID-19 trials, including many of the most highly impactful vaccines and antivirals.

Our Competitive Strengths

We compete by offering a specialized and integrated suite of technology applications and expert clinical services across all stages of the clinical trial continuum. We differentiate ourselves through our competitive strengths, which include:

A Leading Position with a Long-standing Reputation: Through our predecessor companies, we have been serving the clinical trial community for over 50 years and have positioned ourselves as a leading provider of clinical trial solutions. Our strong reputation is evidenced by our client retention ratio of 99% as of December 31, 2020. The average tenure for our top 30 clients is more than 14 years. WCG has conducted over 58,000 ethical reviews over the past two decades, providing highly differentiated clinical trial services to stakeholders across the ecosystem.

Our Large, Growing and Diversified Client Base: Uniquely positioned at the center of the clinical trial ecosystem, we have provided our solutions and services to over 5,000 biopharmaceutical companies and CROs, 10,000 research sites, and several million patients over the past nine years. Addressing a broad array of therapeutic areas and trial phases, we serve a diversified base of clients, including all of the top 50 biopharmaceutical companies by revenue, all of the top eight CROs by revenue, and approximately 4,000 small and midcap biopharmaceutical companies. Additionally, WCG is contracted to provide services to 3,300 institutions, hospitals, and academic medical centers, representing virtually all participants in FDA-regulated research. Our top five clients represented less than 25% of our total revenues for the year ended December 31, 2020.

Our Differentiated and Integrated End-to-End Platform: We believe WCG has developed a powerful and differentiated platform, the WCG Clinical Trial Ecosystem^™, allowing for better connectivity among the three principal clinical trial stakeholders – sponsors and CROs, research sites, and patients. WCG has built on its unique position at the center of the clinical trial ecosystem, leveraging its long-term client relationships and a 50-year reputation.    

Our Proprietary Technology Applications: Our proprietary clinical technology applications have been built to address the key requirements of clinical trials, from start to end. These end-to-end applications have been designed by clinicians who have a deep understanding of the workflows involved at each stage of clinical trial execution. We offer 30 client-facing and purpose-built applications which are integrated into a single platform, with over 93% of WCG engagements delivered through our proprietary technology. Leveraging our technology, we maintain real-time connectivity to our clients and their clinical trial activity on a day-to-day basis and are strategically positioned to assemble large amounts of data which we believe provides us with differentiated insights.

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The Deep Expertise of Our People and Our Culture of Quality and Innovation: We are led by a diverse, global, and talented team of scientists, software engineers, and subject matter experts who not only advance our solutions but also seek to understand and tackle the industry’s greatest challenges. We believe that the extraordinary expertise of our teams and our high employee retention provide a powerful competitive advantage and remain focused on investing in individual employee development programs.

Our Growth Strategy

Our future growth strategy relies on four key drivers:

Capitalize on Our Large and High-Growth Markets: As clinical trials have become more complex and costly, clients rely increasingly on our expert clinical insights and proprietary technology-enabled applications, a trend which has increased the size of our market opportunity and which we expect to persist. WCG has demonstrated approximately 16% revenue growth per year between 2018 and 2020, representing a significantly faster rate than our total market, which we estimate is projected to grow at a rate of 7% from 2018 through 2023.

Grow Within Our Existing Client Base: Our strong growth is driven in large part by increasing penetration of our solutions within our existing client base. WCG has a proven track record of cross-selling its solutions, with our top 25 clients purchasing at least four of our solutions as of March 31, 2021. We believe that we have significant opportunity to expand our revenues with existing clients and estimate the additional market opportunity from expanding our existing solutions within our top 25 clients to surpass $1.6 billion.

Further Leverage the WCG Clinical Trial Ecosystem^™, the WCG Knowledge Base^™ and Our Proprietary Technology Platform: The improvement and optimization of clinical trial processes is being realized through operational transparency, which is only made possible by real-time data-driven analysis. Positioned at the core of our clinical trial platform, the WCG Knowledge Base^™ is a central repository of data, assembled by leveraging our role as the point of connectivity between all stakeholders of the clinical trial ecosystem. WCG Knowledge Base^TM includes 31 terabytes of real-time, regulatory-grade data. Our ubiquitous involvement in 90% of all global clinical trials over the last two years ended December 31, 2020, as estimated by our management, provides us with a unique access to data which, when combined with our clinical expertise, delivers actionable trial insights to our clients.

Continuously Expand Our Platform Through the Acquisition of New Capabilities: Since 2012, we have acquired and successfully integrated 30 companies, which have allowed us to further expand our suite of solutions and capabilities. Acquiring and integrating additional capabilities are part of our core competencies and will remain an important pillar of our growth strategy. We expect to continue to rely on strategic acquisitions to enhance our capabilities and will leverage our business development team to drive further cross-selling in with the aim to supplement our organic growth.

Summary Risk Factors

We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or that may adversely affect our business, financial condition and results of operations. You should carefully consider the risks discussed in the section titled “Risk Factors,” including the following risks, before investing in our common stock:

• our continued revenue growth depends on our ability to successfully increase our client base and expand our relationships and the products, technologies and services we provide to our existing clients;

• we have experienced rapid growth, and if we fail to manage our growth effectively, we may be unable to execute our business plan and our recent growth may also not be sustainable or indicative of future growth;

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• as our costs increase, we may not be able to sustain the level of profitability we have achieved in the past;

• the markets in which we participate are highly competitive, and if we do not compete effectively, our business and operating results could be materially adversely affected;

• as clients increase their utilization of our products and services, we may be subject to additional pricing pressures;

• an inability to attract and retain highly skilled employees and contingent workers could materially adversely affect our business;

• defects or disruptions in our solutions could result in diminished demand for our solutions, a reduction in our revenues, and subject us to substantial liability;

• we may acquire other companies or technologies, which could divert on management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results;

• our business could be materially adversely affected if our clients are not satisfied with the professional services provided by us or our partners, or with our technical support services;

• we are subject to laws and regulations related to compliance with economic sanctions that could impair our ability to compete in international markets in which our products may not be sold or subject us to liability if we violate these laws and regulations;

• our estimate of the market size for our solutions we have provided publicly may prove to be inaccurate, and even if the market size is accurate, we cannot assure you our business will serve a significant portion of the market;

• our bookings, backlog and client engagements might not accurately predict our future revenue, and we might not realize all or any part of the anticipated revenues reflected in our bookings, backlog and client engagements;

• our business may be subject to risks arising from natural disasters and epidemic diseases, such as the recent COVID-19 pandemic;

• nearly all of our revenues are generated by sales of our products and services to clients in, or connected to, the biopharmaceutical industry, and factors that adversely affect this industry, including mergers within the biopharmaceutical industry or regulatory changes, could also adversely affect us;

• increasing competition within the biopharmaceutical industry, as well as delays in the drug discovery and development process, may reduce demand for our products and services and negatively impact our results of operations and financial condition;

• our clients may delay or terminate contracts, or reduce the scope of work, for reasons beyond our control, potentially resulting in financial losses;

• we may be sued by third parties for alleged infringement of their proprietary rights or misappropriation or other violation of intellectual property and we may suffer damages or other harm from such proceedings;

• we are subject to complex and evolving laws and regulations related to privacy and data protection, our violation of which could result in penalties and other regulatory enforcement action, reputational damage or other negative impacts on our results of operations or financial condition; and

• current and future litigation against us, which may arise in the ordinary course of our business, could be costly and time consuming to defend.

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Our business also faces a number of other challenges and risks discussed throughout this prospectus. You should read the entire prospectus carefully, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and our consolidated financial statements and related notes included elsewhere in this prospectus, before deciding to invest in our common stock.

Our Corporate Information

Our principal executive office is located at 212 Carnegie Center, Suite 301, Princeton, NJ 08540 and our telephone number at that address is (609) 945-0101. We maintain a website on the Internet at www.wcgclinical.com. We have included our website address in this prospectus as an inactive textual reference only. The information contained on, or that can be accessed through, our website is not a part of, and should not be considered as being incorporated by reference into, this prospectus.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:

• the option to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus;

• not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002;

• reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

• exemptions from the requirements of holding nonbinding, advisory stockholder votes on executive compensation or on any golden parachute payments not previously approved.

We will remain an emerging growth company until the earliest to occur of: (i) the last day of the first fiscal year in which our annual gross revenues exceed $1.07 billion; (ii) the date that we become a “large accelerated filer,” with at least $700.0 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide may be different than the information you receive from other public companies in which you hold stock.

An emerging growth company can also take advantage of the extended transition period provided in Section 13(a) of the Exchange Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period and, as a result, our operating results and financial statements may not be comparable to the operating results and financial statements of companies who have adopted the new or revised accounting standards.

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As a result of these elections, some investors may find our common stock less attractive than they would have otherwise. The result may be a less active trading market for our common stock, and the price of our common stock may become more volatile.

Distribution

Prior to the closing of this offering, the Parent will be liquidated and its sole asset, the shares of our common stock it holds, will be distributed to its equity holders based on their relative rights under its limited partnership agreement. The equity holders of Parent will receive the number of shares of our common stock in the liquidation of Parent that they would have held had they held our common stock directly immediately before the distribution, with no issuance of additional shares by us. Each holder of vested units of Parent will receive shares of our common stock in the distribution. Each holder of unvested units of Parent that are subject to time-vesting conditions will receive unvested restricted shares of our common stock in the distribution.

We refer to these transactions collectively as the “Distribution.” Unless otherwise indicated, all information in this prospectus assumes the completion of the Distribution prior to the closing of this offering and a public offering price of $16.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus. The Distribution will not affect our operations, which we will continue to conduct through our operating subsidiaries.

Recent Developments

Credit Facilities

On July 13, 2021, we entered into an incremental amendment (the “Second Amendment”) to our Revolving Credit Facility which, among other things, (i) increased the commitments under the Revolving Credit Facility from $125.0 million to $250.0 million and (ii) extended the maturity date of the Revolving Credit Facility to the earliest to occur of (a) July 13, 2026, (b) the date that commitments under the Revolving Credit Facility are permanently reduced to zero and (c) the date of the termination of the commitments under the Revolving Credit Facility.

On July 20, 2021, we entered into an incremental amendment (the “Third Amendment”) to the First Lien Term Loan Facility which, among other things, provided for an additional $200.0 million of term loans as a fungible tranche with the then existing first lien term loans.

We refer to the consummation of the Second Amendment and the Third Amendment collectively as the “Refinancing Transactions.”

Acquisition of Intrinsic Imaging LLC

On June 1, 2021, we completed the acquisition of Intrinsic Imaging LLC (“Intrinsic”), a comprehensive medical imaging and cardiac safety core lab services firm. Intrinsic provides these services to customers in support of clinical trials across all therapeutic areas and device and software validation studies, including but not limited to advisory services, consulting services, data acquisition, data centralization and harmonization, data analysis, quality control, data processing, data review, data transfer, query management, and reader management and oversight. The total purchase price was $80 million and was funded entirely by the Company’s cash on hand, with the potential for earn-outs totaling $12.1 million in the aggregate.

Acquisition of VeraSci

On July 20, 2021, we completed the acquisition of NCT Holdings, Inc. (“VeraSci”), a provider of innovative solutions that improve data quality in clinical trials, including endpoint and assessment services, rater training and certification, language services, and electronic clinical outcome assessment technology. We acquired all the

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outstanding shares of VeraSci for a purchase price of $330.0 million in cash, which was funded, along with transaction fees and expenses, by $200.0 million of term loan borrowings pursuant to the Third Amendment and $140.0 million of borrowings under our Revolving Credit Facility.

Preliminary Unaudited Interim Consolidated Financial Results for the Three Months Ended June 30, 2021

The following selected preliminary unaudited interim consolidated financial information for the three months ended June 30, 2021 is based upon our estimates and subject to completion of our financial closing procedures. Moreover, this data has been prepared solely on the basis of currently available information by, and is the responsibility of, management. You should read the following information in conjunction with the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes and other financial information included elsewhere in this prospectus. Our independent registered public accounting firm, Deloitte & Touche LLP, has not audited or reviewed, and does not express an opinion with respect to, this data. This summary is not a comprehensive statement of our financial results for this period, and our actual results may differ from these estimates due to the completion of our financial closing procedures and final adjustments and other developments that may arise between the date of this prospectus and the time our final quarterly condensed consolidated financial statements are completed, and any resulting changes could be material. Our actual results for the three months ended June 30, 2021 will not be available until after the completion of this offering, and the estimates presented below should not be regarded as a representation by us, our management or the underwriters as to our actual results for the three months ended June 30, 2021. There can be no assurance that these estimates will be realized, and these estimates are subject to risks and uncertainties, many of which are not within our control.

We have prepared estimates of the following selected preliminary unaudited interim consolidated financial data for the three months ended June 30, 2021.

	Three Months Ended June 30, 2021						% Change Three Months Ended June 30, 2021 versus June 30, 2020
	Range						Range
	Low			High			Low			High
	(in millions)
Bookings(1)	$	238		$	249			60	%		67	%
Revenues	$	143		$	150			31	%		38	%
Net loss	$	(27	)	$	(23	)		(13	)%		4	%
Adjusted EBITDA(2)	$	64		$	68			19	%		26	%

(1) Bookings represents the dollar value of all new signed contracts, purchase orders, and site notifications of required ethical review services during a period.

(2) Adjusted EBITDA is not a recognized financial measure under GAAP. For information about why we consider Adjusted EBITDA useful and a discussion of the material risks and limitations of this measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures.” Additionally, see below under “—Adjusted EBITDA” for a reconciliation of Adjusted EBITDA to net loss, the most directly comparable GAAP measure.

Bookings

For the three months ended June 30, 2021, we expect bookings to be between $237.7 million and $248.8 million, compared to bookings of $149.5 million for the three months ended June 30, 2020. Overall expected bookings increased predominately due to quarter over quarter growth in studies submitted and an increase in study starts in client pipelines post COVID, the addition of Trifecta training to our solution offerings and new customer wins.

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Revenues

For the three months ended June 30, 2021, we expect revenues to be between $143.5 million and $150.2 million, compared to revenues of $108.8 million for the three months ended June 30, 2020. Overall expected revenues increased predominately due to strong demand for our patient engagement products, increases in demand for ethical review services and the acquisitions of Trifecta, Avoca and Intrinsic.

Net loss

For the three months ended June 30, 2021, we expect a net loss of between $27.1 million and $23.3 million, compared to a net loss of $23.8 million for the three months ended June 30, 2020. The expected change in net loss was primarily due to higher revenues offset by higher salary and benefits, including stock-based compensation, to support the growth in revenue, higher tax provision and initial public offering related expenses.

Adjusted EBITDA

For the three months ended June 30, 2021, we expect Adjusted EBITDA to be between $64.1 million and $68.4 million, compared to Adjusted EBITDA of $54.1 million for the three months ended June 30, 2020. The change in expected Adjusted EBITDA was primarily due to higher revenues and growth with proportional increases in related operating expenses as well as increases in acquisition related contingencies, integration related expenses, initial public offering related expenses and equity-based compensations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures” for information regarding our use of Adjusted EBITDA.

The following table reconciles expected net loss to expected Adjusted EBITDA for the three months ended June 30, 2021, and reconciles actual net loss to Adjusted EBITDA for the three months ended June 30, 2020:

	Three Months Ended June 30, 2021						Three Months Ended June 30, 2020
	Range
	Low			High
	(in millions)
Net loss	$	(27	)	$	(23	)	$	(24	)
Interest expense		23			23			23
Income tax benefit		(3	)		(3	)		(7	)
Depreciation and amortization		53			53			52
Equity compensation expense		6			6			—
Integration cost(a)		6			6			6
Acquisition-related adjustments(b)		3			3			4
Change in value of contingent consideration(c)		1			1			—
Other(d)		2			2			—
Adjusted EBITDA	$	64		$	68		$	54

(a) Includes certain integration costs in connection with mergers and acquisitions, including the acquisition of Avoca Group, Inc. (“Avoca”) and Intrinsic Imaging, LLC (“Intrinsic”). These costs include system integration costs, marketing and rebranding costs, and certain payroll and employee related expenses.

(b) Includes legal and professional costs related to the Company’s mergers and acquisitions. We expect costs related to the Avoca acquisition to be approximately $0.2 million for the three months ended June 30, 2021. We expect costs related to the Intrinsic acquisition to be approximately $1.8 million for the three months ended June 30, 2021.

(c) Includes valuation adjustments for acquisition-related contingent consideration, which is subject to remeasurement at each balance sheet date. We adjust the carrying value of the acquisition-related contingent consideration until the contingency is finally determined or final payment is made.

(d) Reflects one-time costs related to the preparation for this offering.

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The Offering

Common stock offered by us 45,000,000 shares.

Common stock to be outstanding after this offering 379,189,051 shares (or 385,939,051 shares, if the underwriters exercise in full their option to purchase additional shares of common stock).

Option to purchase additional shares The underwriters have an option to purchase up to an aggregate of 6,750,000 additional shares of common stock from us. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Use of proceeds We estimate that the net proceeds to us from the sale of shares of our common stock in this offering will be approximately $674.0 million, or approximately $776.1 million if the underwriters exercise their option to purchase additional shares in full, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering first to repay all outstanding borrowings of $140.0 million under the Revolving Credit Facility plus related fees and accrued interest and the remainder to pay down outstanding borrowings under the First Lien Term Loan Facility, which assuming an initial public offering price of $16.00 per share, is $534.0 million. See “Use of Proceeds.”

Dividend policy We do not expect to pay any dividends on our common stock for the foreseeable future. See “Dividend Policy.”

Symbol “WCGC.”

Controlled company Following this offering, we will be a “controlled company” within the meaning of the corporate governance rules of The Nasdaq Global Select Market. See “Management—Director Independence and Controlled Company Exception.”

Risk factors Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 21 of this prospectus for a discussion of factors you should carefully consider before investing in our common stock.

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The number of shares of common stock to be outstanding after this offering is based on 334,189,051 shares of common stock outstanding as of June 30, 2021, which includes 15,391,498 shares of unvested restricted stock that will be outstanding after giving effect to the Distribution, and excludes:

• 37,918,905 additional shares of common stock reserved for future issuance under our 2021 Incentive Award Plan (the “2021 Plan”), as well as any shares that become issuable pursuant to the provisions in the 2021 Plan that automatically increase the share reserve under the 2021 Plan; and

• 3,791,891 shares of our common stock that will become available for future issuance under our ESPP (as defined herein), which will become effective in connection with the completion of this offering, as well as any shares that become issuable pursuant to provisions in the ESPP that automatically increase the share reserve under the ESPP.

Unless otherwise indicated, all information contained in this prospectus:

• assumes the completion of the Distribution prior to the closing of this offering, including the issuance of 15,391,498 shares of restricted common stock to be issued to certain current holders of unvested units of Parent in the Distribution, of which 5,706,182 shares of restricted stock are expected to vest 180 days following this offering, an additional 2,407,304 shares of restricted stock are expected to vest over each of the next two years following this offering, 2,407,294 and 2,407,209 during the third and fourth years following this offering, respectively, and 56,205 shares of restricted stock are expected to vest during the fifth year following this offering, in each case, subject to such holder’s continued service through such vesting date;

• assumes an initial public offering price of $16.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus;

• assumes the underwriters’ option to purchase additional shares will not be exercised;

• gives effect to a 330,000-for-one forward stock split effected on July 26, 2021; and

• gives effect to our amended and restated certificate of incorporation and our amended and restated bylaws.

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Summary Consolidated Financial and Operating Data

The following tables summarize our consolidated financial and operating data for the periods and as of the dates indicated. We derived our summary consolidated statement of operations data and cash flows data for the years ended December 31, 2020 and 2019 from our audited consolidated financial statements included elsewhere in this prospectus. The summary consolidated statement of operations data and cash flows data for the three months ended March 31, 2021 and 2020 and the summary consolidated balance sheet data as of March 31, 2021 have been derived from our unaudited interim consolidated financial statements included elsewhere in this prospectus.

The summary audited consolidated statement of operations data and cash flows data are presented for two periods, Successor and Predecessor, which relate to the period succeeding the Transaction and the period preceding the Transaction, respectively. See “Basis of Presentation” and Note 1 to our audited consolidated financial statements included elsewhere in this prospectus. We have prepared the unaudited interim consolidated financial statements on the same basis consistent with the presentation of our audited consolidated financial statements that are included elsewhere in this prospectus. We have included in our opinion, all adjustments necessary to state fairly our results of operations for these periods.

Our historical results are not necessarily indicative of the results to be expected in the future and our results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the full year or any other future period. You should read the following information in conjunction with the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the accompanying notes and other financial information included elsewhere in this prospectus.

	Successor			Predecessor
	Year Ended December 31,						Three Months Ended March 31,
	2020			2019			2021			2020
	(in thousands, except share/unit and per share/unit data)
Consolidated Statement of Operations Data
Revenues	$	463,441		$	412,846		$	137,642		$	103,499
Cost of revenues (exclusive of depreciation and amortization)		169,131			157,686			51,561			37,264
Operating expenses
Selling, general and administrative expenses		90,036			90,397			28,602			21,245
Depreciation and amortization		205,697			64,602			53,044			50,924
Acquisition-related expenses		38,469			26,789			9,062			17,463
Total operating expenses		334,202			181,788			90,708			89.632
Operating (loss) income		(39,892	)		73,372			(4,627	)		(23,397	)
Other expense
Interest expense		91,310			55,415			21,735			22,794
Other expense (income)		2,976			43			25			(8	)
Total other expense		94,286			55,458			21,760			22,786
(Loss) income before income taxes		(134,178	)		17,914			(26,387	)		(46,183	)
Income tax benefit		(38,904	)		(279	)		(5,763	)		(16,091	)
Net (loss) income	$	(95,274	)	$	18,193		$	(20,624	)	$	(30,092	)

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	Successor			Predecessor
	Year Ended December 31,					Three Months Ended March 31,
	2020			2019		2021			2020
	(in thousands, except share/unit and per share/unit data)
Net loss per common share:(6)
Basic and diluted	$	(0.29	)			$	(0.06	)	$	(0.09	)
Weighted average common shares outstanding:(6)
Basic and diluted		330,534,874					333,262,731			330,000,000
Net income per common unit:
Basic and diluted					12.59
Weighted average common units outstanding:
Basic and diluted					610,971

	As of March 31, 2021
	Actual		As Adjusted(1)
	(in thousands)
Consolidated Balance Sheet Data
Cash and cash equivalents	$	174,988	$	511,748
Total assets		3,811,638		4,148,398
Total debt		1,366,034		1,043,082
Total liabilities		1,892,817		1,569,865
Total stockholders’ equity		1,918,821		2,578,533
Total liabilities and stockholders’ equity		3,811,638		4,148,398

	Successor			Predecessor
	Year Ended December 31,						Three Months Ended March 31,
	2020			2019			2021			2020
	(in thousands)
Consolidated Cash Flows Data
Net cash provided by (used in):
Operating activities	$	124,201		$	61,390		$	16,316		$	651
Investing activities		(3,055,651	)		(101,864	)		(14,882	)		(2,905,898	)
Financing activities		3,109,528			38,747			(4,532	)		3,098,713

	Successor		Predecessor
	Year Ended December 31,				Three Months Ended March 31,
	2020		2019		2021		2020
	(dollars in thousands)
Other Financial and Operating Data
Adjusted EBITDA(2)	$	218,363	$	168,718	$	59,124	$	47,600
Bookings(3)	$	621,823	$	555,194	$	266,190	$	171,787
Backlog(4)	$	701,720	$	595,526
Client engagements(5)		12,706		10,782		13,441		11,075

(1) The as adjusted consolidated balance sheet data reflects the Distribution, the filing and effectiveness of our amended and restated certificate of incorporation and amended and restated bylaws, the consummation of the Refinancing Transactions, and the sale and issuance by us of 45,000,000 shares of common stock in this

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offering at an assumed initial public offering price of $16.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us and the application of the net proceeds as described in “Use of Proceeds.” Besides Total Debt, the as adjusted items do not reflect the use of $200.0 million of term loans and $140.0 million of borrowings under our Revolving Credit Facility to fund the acquisition of VeraSci, which was consummated on July 20, 2021, or cash to repay accrued and unpaid interest in connection with the repayment of the indebtedness described in “Use of Proceeds”. A $1.00 increase (decrease) in the assumed initial public offering price of $16.00 per share would increase (decrease) each of total assets and total stockholders’ equity and decrease (increase) total debt by $42.5 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The as adjusted data discussed above is illustrative only and will be adjusted based on the actual initial public offering price and other terms of our initial public offering determined at pricing.

(2) We define Adjusted EBITDA, which is a non-GAAP measure, as net (loss) income excluding interest expense, income taxes, depreciation and amortization, equity-based compensation expense, integration costs, acquisition related adjustments, restructuring costs, litigation costs, change in value of contingent consideration, management fees, charitable contributions and other items not indicative of our ongoing operating performance. For information about why we consider Adjusted EBITDA useful and a discussion of the material risks and limitations of this measure, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Measures.”

The following table reconciles net (loss) income to Adjusted EBITDA.

	Successor			Predecessor
	Year Ended December 31,						Three Months Ended March 31,
	2020			2019			2021			2020
	(in thousands)
Net (loss) income	$	(95,274	)	$	18,193		$	(20,624	)	$	(30,092	)
Interest expense		91,310			55,415			21,735			22,794
Income tax benefit		(38,904	)		(279	)		(5,763	)		(16,091	)
Depreciation and amortization		205,697			64,602			53,044			50,924
Equity-based compensation expense		4,594			—			1,284			—
Integration cost(a)		20,172			12,241			6,073			6,213
Acquisition-related adjustments(b)		21,242			14,913			(59	)		13,797
Restructuring costs(c)		5,169			(3	)		530			—
Litigation(d)		2,829			—			(22	)		—
Change in value of contingent consideration(e)		1,358			1,011			2,926			—
Management fees(f)		55			2,125			—			55
Charitable contribution(g)		—			500			—			—
Other(h)		115			—			—			—
Adjusted EBITDA	$	218,363		$	168,718		$	59,124		$	47,600

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(a) Includes certain integration costs in connection with mergers and acquisitions, including the Transaction, the acquisition of Trifecta Multimedia, LLC (“Trifecta”), and other acquisitions made by WCG. These costs include system integration costs, marketing and rebranding costs, and certain payroll and employee related expenses.

(b) Includes legal and professional costs related to the Company’s mergers and acquisitions. Costs related to the Transaction for the years ended December 31, 2020 and 2019, and the three months ended March 31, 2020, were $15.0 million, $10.2 million and $11.8 million, respectively. Costs related to the Trifecta acquisition were $0.9 million, which occurred during the year ended December 31, 2020. Costs related to other acquisitions made by WCG were $5.3 million for the year ended December 31, 2020 and $4.7 million for the year ended December 31, 2019.

(c) Includes costs related to restructuring initiatives and the closing of a product line, and impairment of related assets.

(d) Includes litigation costs outside of the ordinary course of business related to settlement with certain employees.

(e) Includes valuation adjustments for acquisition-related contingent consideration, which is subject to remeasurement at each balance sheet date. Any change in the fair value of such acquisition-related contingent consideration is reflected in our condensed consolidated statements of operations as a change in fair value of the liability. We adjust the carrying value of the acquisition-related contingent consideration until the contingency is finally determined or final payment is made.

(f) Includes management fee paid to our prior sponsor in 2019 and 2020. Upon completion of the Transaction on January 8, 2020, this management fee was eliminated.

(g) Includes a contribution to the WCG Foundation, a charitable organization for developing grants and programs for education.

(h) Reflects one-time costs related to the preparation for this offering.

(3) Bookings represents the dollar value of all new signed contracts, purchase orders, and site notifications of required ethical review services during a period.

(4) Backlog represents the dollar value of all unsatisfied performance obligations at a point in time as well as revenue expected to be recognized in the next twelve months from IRB recurring services.

(5) Client engagements represent the number of all active client contracts as of the periods ended shown above, between the Company and a CRO, clinical research site, partner organization or biopharmaceutical sponsor. Through these client engagements, the Company delivers value in exchange for direct remuneration or establishes or supports the contractual frameworks for the delivery of solutions to be provided by the Company.

(6) We have made a correction to previously disclosed amounts to correct for an error related to the basic and diluted net (loss) per share for the year ended December 31, 2020 (Successor). The correction of this presentation error had no impact on the Successor’s previously reported consolidated net (loss) and comprehensive (loss) for the year ended December 31, 2020 (Successor). Refer to Note 9. Earnings (Loss) per Share/Unit to the audited Consolidated Financial Statements for additional information.

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RISK FACTORS

You should carefully consider the risks described below, together with all of the other information included in this prospectus, including our consolidated financial statements and related notes included elsewhere in this prospectus, before making an investment decision. Our business, financial condition and results of operations could be materially and adversely affected by any of these risks or uncertainties. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. Furthermore, the potential impact of the COVID-19 pandemic on our business operations and financial results and on the world economy as a whole may heighten the risks described below.

Risks Related to Our Business

Our continued revenue growth depends on our ability to successfully increase our client base and expand our relationships and the products, technologies and services we provide to our existing clients.

Our products and services are used primarily by biopharmaceutical companies and CROs, trial sites, institutions and investigators, as well as patients and advocacy groups. We have relationships with many large companies in the clinical trial ecosystem, and part of our growth strategy entails deriving more revenues from these existing clients by expanding their use of our existing and new products, technology and services. Our ability to increase revenues with existing clients may be limited without significant investment in marketing our existing products, technologies and services or developing new offerings, which could be time-consuming and costly and may not be successful.

We are also focused on increasing the number of small biotechnology clients we serve. These relatively small companies are increasingly responsible for much of the discovery and development of new treatments, and their share of the total industry research and development discovery and development spending is rapidly growing. Attracting these smaller clients may require us to expend additional resources on targeted marketing, as they may not be as familiar with our Company or products. Although these small biotechnology companies tend to use third parties, such as WCG, for many of their development activities, these smaller companies also tend to be less financially secure. If their products are not successful or they have difficulty raising sufficient investment capital, they may not be able to timely or fully pay for our services, or they may terminate or decrease the scope of projects for which they use our products and services, which could adversely impact our revenues.

Our strategy also includes expanding into new solutions and new geographies, either organically or by acquiring other companies in these markets. For example, we recently acquired several leading clinical trial management service companies, including Trifecta, Statistics Collaborative, Inc. (“SCI”), and PharmaSeek, LLC (“PharmaSeek”). If our strategies are not executed successfully, or we cannot integrate acquired solutions into our platform, our products and services may not achieve market acceptance or penetration in targeted new categories within our existing clients or new clients. See “—We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and materially affect our operating results.” We cannot guarantee that we will be able to identify new technologies of interest to our clients, or develop or acquire them in a timely fashion. We may also face pricing pressure as we expand geographically and our client profile evolves. For example, smaller biotechnology companies, or companies based in countries that have less developed economies, may not be able to afford our products and services at our customary rates. If we are unable to develop or acquire new services and products and/or create demand for those newly developed services and products, accelerate the development of products where there is a market demand, or maintain or increase our historic pricing levels, our future business, results of operations, financial condition and cash flows could be materially adversely affected.

We have experienced rapid growth, and if we fail to manage our growth effectively, we may be unable to execute our business plan. Our recent growth may also not be sustainable or indicative of future growth.

In recent years we have experienced rapid growth and expansion of our operations. Our revenues, client count, product and service offerings, countries of operation, facilities and computing infrastructure needs have all

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increased significantly, and we expect them to increase in the future. We have also experienced rapid growth in our employee base. As we continue to grow, both organically and through acquisitions, we must effectively integrate, develop, and motivate an increasing number of employees, while executing our growth plan and maintaining the beneficial aspects of our culture. Any failure to preserve our culture could materially adversely affect our future success, including our ability to attract and retain highly qualified employees and to achieve our business objectives.

Our rapid growth has placed, and will continue to place, a significant strain on our management capabilities, administrative and operational infrastructure, facilities and other resources. We anticipate that additional investments in our facilities and computing infrastructure will be required to maintain and grow our operations. To effectively manage growth, we must continue to: improve our key business applications, processes, and computing infrastructure; enhance information and communication systems; and ensure that our policies and procedures evolve to reflect our current operations. These enhancements and improvements will require additional investments and allocation of valuable management and employee time and resources. Failure to effectively manage growth could result in difficulty or delays in deploying our solutions, declines in quality or client satisfaction, increases in costs, difficulties in introducing new features or other operational difficulties, and any of these difficulties could materially adversely affect our business performance and results of operations.

Additionally, our historical rate of growth may not be sustainable or indicative of our future rate of growth. While we have experienced significant revenue growth in prior periods, it is not indicative of our future revenue growth. In our fiscal years ended December 31, 2019 and 2020, our revenues grew by 19% and 12%, respectively, as compared to total revenues from the prior fiscal year, and our revenues for the three months ended March 31, 2021 grew by 33% compared to our revenues from the same period in the prior fiscal year. Our revenue growth rate has declined in the past and we expect it to decline again in the future. You should not rely on our historical rate of revenue growth as an indication of our future performance. If we are unable to maintain consistent revenue growth, it may adversely impact our profitability and the value of our common stock.

We believe that our continued growth in revenue, as well as our ability to improve or maintain margins and profitability, will depend upon, among other factors, our ability to address the challenges, risks and difficulties described elsewhere in this “Risk Factors” section and the extent to which our various product offerings grow and contribute to our results of operations. We cannot provide assurance that we will be able to successfully manage any such challenges or risks to our future growth. In addition, our client base may not continue to grow or may decline due to a variety of possible risks, including increased competition, changes in the regulatory landscape and the maturation of our business. Any of these factors could cause our revenue growth to decline and may materially adversely affect our margins and profitability. Failure to continue our revenue growth or improve margins would have a material adverse effect on our business, results of operations and financial condition.

As our costs increase, we may not be able to sustain the level of profitability we have achieved in the past.

We expect our future expenses to increase as we continue to invest in and grow our business. We expect to incur significant future expenditures related to:

• developing new solutions and enhancing our existing solutions;

• improving the technology infrastructure, scalability, availability, security, and support for our solutions;

• expanding and deepening our relationships with our existing client base, including expenditures related to increasing the adoption of our solutions by the R&D departments of biopharmaceutical companies;

• sales and marketing, including expansion of our direct sales organization and global marketing programs;

• expansion of our professional services organization;

• employee compensation, including stock-based compensation;

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• international expansion;

• acquisitions and investments; and

• general operations, IT systems, and administration, including legal and accounting expenses related to being a public company.

If our efforts to increase revenues and manage our expenses are not successful, or if we incur costs, damages, fines, settlements, or judgments as a result of other risks and uncertainties described in this report, we may not be able to sustain or increase our historical levels of profitability.

The markets in which we participate are highly competitive, and if we do not compete effectively, our business and operating results could be materially adversely affected.

The markets for our solutions and services are highly competitive. Examples of companies that provide point solutions that compete with one or a few of our products and services include: Advarra, Inc., eResearch Technology, Inc., Medidata Solutions, Inc., Signant Health and other providers. With the introduction of new technologies, we expect competition to intensify in the future, and we may face competition from new market entrants as well.

Some of our actual and potential competitors have advantages over us, such as longer operating histories, significantly greater financial, technical, marketing or other resources, stronger brand and business recognition, and agreements with a broader set of industry participants and other partners. If our competitors’ products, services or technologies become more accepted than our solutions, if they are successful in bringing their products or services to market earlier than we are, if their products or services are more technologically capable than ours, or if clients replace our solutions with custom-built software, then our revenues could be materially adversely affected. Pricing pressures and increased competition could result in reduced sales, reduced margins, losses or a failure to maintain or improve our competitive market position, any of which could materially adversely affect our business. For all of these reasons, we may not be able to compete favorably against our current and future competitors.

As clients increase their utilization of our products and services, we may be subject to additional pricing pressures.

One of our strategic goals is to increase the breadth and utilization of products and services we provide to our existing clients, such as increasing the number of user licenses for our software products, selling licenses for new software products and expanding the number and scope of services we provide to individual clients. As the total annual expenditure from a particular client increases, we may experience pricing pressure, often from the client’s procurement department, in the form of requests for discounts or rebates, price freezes and less favorable payment terms. This could have a material adverse effect on our profitability.

An inability to attract and retain highly skilled employees and contingent workers could materially adversely affect our business.

To execute our growth plan, we must attract and retain highly qualified employees and contingent workers. Competition for employees in the clinical trial ecosystem is intense. We have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees and contingent workers with the appropriate level of qualifications. With respect to our employees, even if we are successful in attracting highly qualified personnel, it may take several months or longer before they are fully trained and productive. Many of the companies with which we compete for experienced employees and contingent workers have greater resources than we have and may offer compensation packages that are perceived to be better than ours. For example, we offer equity awards to executive and senior leadership hires and existing employees as part of their overall compensation package. If the perceived value of our equity awards declines, including as a result of

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declines in the market price of our common stock or changes in perception about our future prospects, it may adversely affect our ability to recruit and retain experienced and highly skilled executives. Additionally, changes in our compensation structure may be negatively received by employees and contingent workers and result in attrition or cause difficulty in the recruiting process. If we fail to attract new employees and contingent workers or fail to retain and motivate our current employees and contingent workers, our business and future growth prospects could be materially adversely affected.

Defects or disruptions in our solutions could result in diminished demand for our solutions, a reduction in our revenues, and subject us to substantial liability.

We have from time to time found defects in our solutions, and new defects may be detected in the future. In addition, we have experienced, and may in the future experience, service disruptions, degradations, outages and other performance problems. These types of problems may be caused by a variety of factors, including human or software errors, viruses, cyber-attacks, fraud, spikes in client usage, problems associated with our third-party computing infrastructure and network providers, infrastructure changes, and denial of service issues. Service disruptions may result from errors we make in delivering, configuring, or hosting our solutions, or designing, installing, expanding, or maintaining our computing infrastructure. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. It is also possible that such problems could result in losses of client data or our own sensitive or proprietary information.

Since our clients use our solutions for important aspects of their business, any errors, defects, disruptions, service degradations, or other performance problems with our solutions could hurt our reputation and may damage our clients’ businesses. If that occurs, our clients may delay or withhold payment to us, cancel their agreements with us, elect not to renew, or make service credit claims, warranty claims, or other claims against us, and we could lose future sales. The occurrence of any of these events could result in diminishing demand for our solutions, a reduction of our revenues, an increase in our bad debt expense or in collection cycles for accounts receivable, or could require us to incur the expense of litigation or substantial liability.

We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and adversely affect our operating results.

We have in the past acquired and may in the future seek to acquire or invest in businesses, solutions or technologies that we believe could complement or expand our solutions, enhance our technical capabilities or otherwise offer growth opportunities. For example, in June 2021, we acquired Intrinsic, a medical imaging core lab, in April 2021, we acquired The Avoca Group, Inc., a life science consulting firm (“Avoca”), in 2020, we acquired Trifecta, a provider of clinical trial site communications platforms, and in 2019, we made four acquisitions, including our acquisition of Velos LLC, a provider of clinical trial management solutions. The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated.

We may not be able to successfully integrate the acquired personnel, operations, and technologies, or effectively manage the combined business following an acquisition. We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including:

• inability to integrate or benefit from acquired technologies or services in a profitable manner;

• costs, liabilities, or accounting charges associated with the acquisition;

• difficulty integrating the privacy, data security, and accounting systems, operations, and personnel of the acquired business;

• difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;

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• difficulty converting the clients of the acquired business onto our solutions and contract terms, including due to disparities in the revenues, licensing, support, or professional services model of the acquired company;

• diversion of management’s attention from other business concerns;

• problems arising from differences in applicable accounting standards or practices of the acquired business (for instance, non-U.S. businesses may not be accustomed to preparing their financial statements in accordance with GAAP) or difficulty identifying and correcting deficiencies in the internal controls over financial reporting of the acquired business;

• material adverse effects to business relationships with our existing business partners and clients as a result of the acquisition;

• difficulty in retaining key personnel of the acquired business;

• use of substantial portions of our available cash to consummate the acquisition;

• use of resources that are needed in other parts of our business; and

• the possibility of investigation by, or the failure to obtain required approvals from, governmental authorities on a timely basis, if at all, under various regulatory schemes, including competition laws, which could, among other things, delay or prevent us from completing a transaction, subject the transaction to divestiture after the fact, or otherwise restrict our ability to realize the expected financial or strategic goals of the acquisition.

In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired intangible assets and goodwill, which we must assess for impairment at least annually. In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations. See “—Risks Related to Our Financial Performance, How We Contract with Customers, and the Financial Position of Our Business—Impairment of goodwill or other intangible assets may materially adversely affect future results of operations.” Acquisitions may also result in purchase accounting adjustments, write-offs or restructuring charges, which may materially adversely affect our results.

Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results. In addition, if an acquired business fails to meet our expectations, our business, results of operations and financial condition may be materially adversely affected.

Our business could be materially adversely affected if our clients are not satisfied with the professional services provided by us or our partners, or with our technical support services.

Our business depends on our ability to satisfy our clients, both with respect to our solutions and the professional services that are performed in connection with our solutions. If a client is not satisfied with the quality of work performed by us or with the solutions delivered or professional services performed, then we could incur additional costs to address the situation, we may be required to issue credits or refunds for pre-paid amounts related to unused services, the profitability of that work might be impaired and the client’s dissatisfaction with our services could damage our ability to expand the number of solutions subscribed to by that client. Moreover, negative publicity related to our client relationships, regardless of its accuracy, may further damage our business by affecting our ability to compete for new business with current and prospective clients.

Once our solutions are deployed, our clients depend on our support organization to resolve technical issues relating to our solutions. We may be unable to respond quickly enough to accommodate short-term increases in client demand for technical support services. Increased client demand for our services, without corresponding revenues, could increase costs and adversely affect our operating results. In addition, our sales process is highly

25

dependent on the reputation of our solutions and business and on positive recommendations from our existing clients. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could materially adversely affect our reputation, our ability to sell our solutions to existing and prospective clients, and our business, results of operations and financial condition.

We are subject to risks associated with the operation of a global business. Operating in international markets requires significant resources and management attention and subjects us to regulatory, economic and political risks that are different from those in the United States. We face risks in doing business internationally that could adversely affect our business, including:

• the need and expense to localize and adapt our solutions for specific countries, including translation into foreign languages, and ensuring that our solutions enable our clients to comply with local biopharmaceutical industry laws and regulations;

• data privacy laws which require that client data be stored and processed in a designated territory;

• difficulties in staffing and managing foreign operations, including employee laws and regulations;

• different pricing environments, longer sales cycles and longer accounts receivable payment cycles, and collections issues;

• new and different sources of competition;

• weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other rights outside of the United States;

• laws and business practices favoring local competitors;

• compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy and data protection, and anti-bribery laws and regulations;

• increased financial accounting and reporting burdens and complexities;

• restrictions on the transfer of funds;

• adverse tax consequences, including the potential for non-U.S. withholding tax obligations imposed on any repatriations of non-U.S. funds to the United States;

• fluctuations in the exchange rates of foreign currency in which our foreign revenues or expenses may be denominated;

• changes in trade relations and trade policy, including the status of trade relations between the United States and China, and the implementation of or changes to trade sanctions, tariffs, and embargoes;

• public health crises, such as epidemics and pandemics, including COVID-19; and

• unstable regional and economic political conditions in the markets in which we operate.

Some of our business partners also have international operations and are subject to the risks described above. Even if we are able to successfully manage the risks of international operations, our business may be materially adversely affected if our business partners are not able to successfully manage these risks, which could materially adversely affect our business.

We are subject to laws and regulations related to compliance with economic sanctions that could impair our ability to compete in international markets in which our products may not be sold or subject us to liability if we violate these laws and regulations.

Our business is subject to economic sanctions laws and regulations, including those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the U.S. Department of State,

26

the United Nations Security Council and other relevant government authorities. These laws and regulations generally prohibit the sale of products or provision of services to countries, governments, and persons targeted by sanctions. Under current sanctions laws and regulations, our products may not be sold in certain jurisdictions in which certain of our non-U.S. based clients have operations. As a result, such clients may choose to use solutions other than ours. While we take precautions to prevent our products and services from being sold in violation of these laws and regulations, we cannot guarantee that the precautions we take will prevent violations. Violations of sanctions laws or regulations may expose us to significant penalties, including criminal fines, imprisonment, civil fines, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive. In the event of criminal knowing and willful violations of these laws, fines and possible incarceration for responsible employees and managers could be imposed. Any such violation could materially adversely affect our reputation, business, results of operations and financial condition.

We are subject to the FCPA, the Bribery Act and similar applicable anti-corruption laws and regulations in other countries. Violations of these laws and regulations could harm our reputation and business, or materially adversely affect our business, results of operations, financial condition and/or cash flows.

We operate in numerous countries around the world and are subject to the Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (“Bribery Act”) and similar anti-corruption laws in the countries in which we operate. Our international business may bring us into direct and indirect interactions with officials and employees of government agencies or state-owned or affiliated entities, including physicians, health care professionals, and other state-owned or affiliated hospitals. The FCPA prohibits us and our officers, directors, employees and third parties acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to government officials, political parties, or political candidates for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA further requires us to make and keep books, records and accounts that accurately and fairly reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. The Bribery Act also extends beyond bribery of government officials and creates offenses in relation to “commercial” bribery and accepting bribes, including private sector recipients.

We have implemented an anti-corruption compliance program and policies, procedures and training designed to foster compliance with these laws, including the FCPA, and the Bribery Act. However, our directors, officers, employees, contractors, agents, and others acting on our behalf, may take actions in violation of our policies or applicable law. Any such violation could have a material adverse effect on our reputation, business, results of operations and prospects.

Any violation of the FCPA, Bribery Act, or other applicable anti-corruption laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, related stockholder lawsuits, severe criminal or civil sanctions and, in the case of the FCPA, suspension or debarment from U.S. government contracts, any of which could have a materially adverse effect on our reputation, business, results of operations, financial condition and prospects. In addition, responding to any enforcement action or internal investigation related to alleged misconduct may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Our estimate of the market size for our solutions we have provided publicly may prove to be inaccurate, and even if the market size is accurate, we cannot assure you our business will serve a significant portion of the market.

Our estimate of the market size for our solutions that we have provided publicly, sometimes referred to as total addressable market (“TAM”), is subject to significant uncertainty and is based on assumptions and estimates, including our internal analysis and industry experience, which may not prove to be accurate. These estimates are, in part, based upon the size of the general application areas in which our solutions are targeted. Our

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ability to serve a significant portion of this estimated market is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. For example, in order to address the entire TAM we have identified, we must continue to enhance and add functionality to our existing solutions and introduce new solutions. Accordingly, even if our estimate of the market size is accurate, we cannot assure you that our business will serve a significant portion of this estimated market for our solutions.

Our bookings, backlog and client engagements might not accurately predict our future revenue, and we might not realize all or any part of the anticipated revenues reflected in our bookings, backlog and client engagements.

Our bookings represent the dollar value of all new signed contracts, purchase orders, and site notifications of required ethical review services during a period. Our backlog represents the dollar value of all unsatisfied performance obligations at a point in time as well as revenues expected to be recognized in the next twelve months from IRB recurring services. Our client engagements represent the number of all active client contracts as of a period end, between us and a CRO, clinical research site, partner organization or biopharmaceutical sponsor. Through these client engagements, we deliver value in exchange for direct remuneration or establish or support the contractual frameworks for the delivery of our solutions. Bookings, backlog and client engagements vary from period to period depending on numerous factors, including the overall health of the biopharmaceutical industry, regulatory developments, industry consolidation, and sales performance. Once work begins, we severally recognize revenues over the life of the contract based on our performance of services under the contract, which may occur in the same period where we recognize the related bookings. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Factors Affecting Performance–Growing Bookings, Backlog and Client Engagements.” Contracts may be terminated or delayed by our clients for reasons beyond our control. To the extent projects are delayed, the anticipated timing of our revenues could be materially adversely affected.

In the event a client terminates a contract, we are generally entitled to be paid for services rendered through the termination date and for services provided in winding down the project. However, we are generally not entitled to receive the full amount of revenues reflected in our bookings in the event of a contract termination. A number of factors may affect bookings, backlog and client engagements and the revenues generated from our bookings and client engagements, including:

• the size, complexity and duration of solutions;

• changes in the scope of work during the course of a clinical trials; and

• the cancellation or delay of a solution.

Our bookings for the year ended December 31, 2020 were $621.8 million compared to bookings of $555.2 million for the year ended December 31, 2019, and our bookings for the three months ended March 31, 2021 were $266.2 million compared to bookings of $171.8 million for the three months ended March 31, 2020. Our backlog for the year ended December 31, 2020 was $701.7 million compared to backlog of $595.5 million for the year ended December 31, 2019. Our client engagements as of March 31, 2021 were 13,441 compared to client engagements of 11,075 as of March 31, 2020. Our client engagements as of December 31, 2020 were 12,706 compared to client engagements of 10,782 as of December 31, 2019. Although we expect an increase in bookings, backlog and client engagements will generally result in an increase in future revenues to be recognized over time (depending on future contract modifications, contract cancellations and other adjustments), an increase in bookings, backlog and client engagements over a particular period in time does not necessarily correspond to an increase in revenues during a particular period. For example, cancelled or delayed projects remain in bookings when they are cancelled in a subsequent period from when they were first booked (even though backlog would be adjusted to reflect the loss of the value of the cancelled projects). The timing and extent to which bookings, backlog and client engagements will result in revenues depends on many factors, including the timing of commencement of work, the rate at which we perform services, scope changes, cancellations, delays, receipt of

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regulatory approvals and the nature, duration, size, complexity and phase of the studies. In addition, delayed projects remain in client engagements until they are canceled or completed. As a result of these factors, bookings, backlog and client engagements are not necessarily a reliable indicator of future revenues and we might not realize all or any part of the revenues from the authorizations in bookings, backlog and client engagements as of any point in time.

Our business may be subject to risks arising from natural disasters and epidemic diseases, such as the recent COVID-19 pandemic.

We may be subject to risks related to natural disasters and public health crises, such as the global pandemic associated with COVID-19. Since its initial outbreak in late 2019, SARS-CoV-2, and the resulting disease COVID-19, has rapidly spread throughout the world. During the pandemic, our clients, employees, contractors, vendors and other partners have been, and may continue to be, hindered or prevented from conducting customary business activities. Most countries and public health organizations have recommended or mandated restrictions on non-essential travel or entry into certain jurisdictions, which has, among other things, impacted our ability to meet face-to-face with our clients.

The COVID-19 pandemic has also had a significant and sustained negative impact on the global economy and a negative impact on many of our clients. Many of our clients have experienced or may in the future be adversely impacted by supply chain interruptions, disruptions to pipeline development and clinical trials, decreased product demand (including due to reduced elective healthcare consumption and as a result of increased unemployment), costs associated with the COVID-19 pandemic and interruptions or delays in regulatory approvals due to the impact of the COVID-19 pandemic on the operations of certain regulatory authorities. We may also see a reduction in total users of our solutions due to layoffs resulting from the COVID-19 pandemic in the biopharmaceutical industry. These and other material adverse effects on our clients and economic conditions related to the COVID-19 pandemic may cause our clients to significantly scale back their operations or research and development spending and limit the use of third parties, which could have a material adverse effect on our business.

We have undertaken several actions to mitigate and/or limit the spread of COVID-19 amongst our employees, including restricting employee travel, closing our offices in compliance with local guidelines and, when reopening offices, implementing a number of safety measures, such as requiring vaccinations and/or increasing sanitation, mandating social distancing or use of personal protective equipment, and limiting the number of employees at each location. Furthermore, even if we follow what we believe to be best practices, there can be no assurance that our measures will prevent the transmission of COVID-19 between employees. Any incidents of actual or perceived transmission may expose us to liability claims, adversely impact employee productivity and morale, and result in negative publicity and reputational harm.

Travel restrictions and the cancellation of industry conferences have significantly limited face-to-face interactions with existing and potential clients, which have traditionally been an effective avenue for developing new business. If our employees and contractors are not able to effectively communicate and interact with our existing and potential clients remotely, a prolonged period of limited direct contact with clients could translate into reduced contracts for our products and services, and could negatively impact our revenue generation.

The continued spread of COVID-19 could also materially adversely affect our business, financial condition or results of operations as a result of increased costs, negative impacts to our healthy workforce, or a sustained economic downturn. The extent to which the COVID-19 pandemic may impact our business in the future is highly uncertain and cannot be predicted. In addition, a recession or a prolonged period of depressed economic activity related to COVID-19 and measures taken to mitigate its spread could have a material adverse effect on our business, financial condition and results of operations.

In addition to the current COVID-19 pandemic, our business could be negatively impacted by other new disease epidemics, and such events may also exacerbate a number of the other risks discussed in this section, any

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of which could have a material effect on us. We are a global company with operations in many countries. Disruptions due to COVID-19 or similar epidemics or pandemics, either on a local or global scale, could adversely affect our ability to serve our clients.

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act and if we are unable to effectively implement or maintain a system of internal control over financial reporting, we may not be able to accurately or timely report our financial results and our stock price could be adversely affected.

We are in the process of evaluating our internal controls systems to allow management to report on, and our independent registered public accounting firm to audit, our internal controls over financial reporting. We will be performing the system and process evaluation and testing (and any necessary remediation) required to comply with the management certification and, if required, the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We will be required to comply with Section 404 in full (including an auditor attestation on management’s internal controls report) in our annual report on Form 10-K for the year following our first annual report required to be filed with the SEC (subject to any change in applicable SEC rules). Furthermore, upon completion of this process, we may identify control deficiencies of varying degrees of severity under applicable SEC and PCAOB rules and regulations that require remediation. As a public company, we will be required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that, or that are reasonably likely to, materially affect internal controls over financial reporting. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A “significant deficiency” is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of our financial reporting.

To comply with the requirements of being a public company, we have undertaken various actions, and may need to take additional actions, such as implementing and enhancing our internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal controls can divert our management’s attention from other matters that are important to the operation of our business.

We identified a material weakness in our internal control over financial reporting as we had not designed or maintained an effective control environment and associated control activities to meet our accounting and reporting requirements. Specifically we did not have appropriately designed and implemented internal controls to ensure (i) appropriate segregation of duties by restricting user and privileged access to certain financial applications, including the approval of journal entries, and (ii) the review and approval of account balance reconciliations which did not allow for reliable financial reporting.

During 2021, we established a remediation plan to address our material weakness and we have been actively engaged in the implementation of remediation efforts to address the material weakness. As part of our commitment, we have established reviews over journal entries and account balance reconciliations and continue to evaluate the additional internal controls we have designed during 2020 and 2021. When we are satisfied these internal controls have operated in our business in an effective manner for a sufficient period of time we will determine if we have remediated our material weakness.

We have not been required to provide a management assessment of internal controls under section 404(a) of the Sarbanes-Oxley Act. It is possible that if we had a 404(a) assessment, additional material weaknesses may have been identified. Additionally, our registered independent public accounting firm has not been engaged to perform an audit of our internal controls over financial reporting.

In the future, it is possible that additional material weaknesses or significant deficiencies may be identified that we may be unable to remedy in time to meet the applicable deadline imposed upon us for compliance with

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the requirements of Section 404. Our ability to comply with the annual internal control reporting requirements will depend on the effectiveness of our financial reporting and data systems and controls across our Company. If we identify any additional material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or assert that our internal control over financial reporting is effective, if we are required to make restatements of our financial statements, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy, completeness or reliability of our financial reports and the trading price of our common stock may be adversely affected, and we could become subject to sanctions or investigations by The Nasdaq Global Select Market, the SEC or other regulatory authorities, which could require additional financial and management resources. In addition, if we fail to remedy any material weakness, our financial statements could be inaccurate and we could face restricted access to the capital markets.

If our security measures or those of our vendors are breached or unauthorized access to IT systems or client data is otherwise obtained, our solutions may be perceived as not being secure, clients may reduce the use of or stop using our solutions, and we may incur significant liabilities.

The evolution of technology systems introduces ever more complex security risks that are difficult to predict and defend against. An increasing number of companies, including those with significant online operations, have recently disclosed breaches of their security and other similar incidents, some of which involved sophisticated tactics and techniques allegedly attributable to criminal enterprises or nation-state actors. While we believe that we have taken appropriate measures designed to prevent unintended access to, and use and disclosure of, the data we hold (including implementing security and privacy controls, training our workforce and implementing new technology) and we continue to improve and enhance our systems in this regard, our efforts may not always be successful, particularly as security threats evolve and become more difficult to detect and successfully defend against. In addition, we do not know whether our current practices will be deemed sufficient under applicable laws or whether new regulatory requirements might make our current practices insufficient.

Our solutions involve the collection, use, analysis, processing, transmission, storage and disclosure of our clients’ clinical trial data and personal data. Unauthorized access to, or use or disclosure of, this information or data, whether by third-party action or employee error, and whether deliberate or unintentional, could result in the loss of information, litigation, indemnity obligations, damage to our reputation and other liability. Our increased reliance on remote access to our information systems due to the COVID-19 pandemic has increased our exposure to potential cybersecurity breaches and the risk of loss or exposure of such information and data. Despite measures designed to prevent, detect, address, and mitigate cybersecurity incidents, such incidents may occur. Additionally, we rely on third parties and their security procedures for the secure storage, processing, maintenance, and transmission of information that is critical to our operations and such third-parties may also experience cybersecurity incidents. Depending on their nature and scope, this could potentially result in the misappropriation, destruction, corruption, unavailability, or unauthorized access or disclosure of critical data and confidential or proprietary information (our own or that of third parties, including information about our clients and employees) and the disruption of business operations.

Any or all of these issues could materially adversely affect our ability to attract new clients, cause existing clients to terminate their business or elect to not renew their subscriptions, result in reputational damage, or subject us to third-party lawsuits, regulatory fines, mandatory disclosures, or other action or liability, which could result in material costs or otherwise adversely affect our operating results. Our insurance may not be adequate to cover losses associated with such events, and in any case, such insurance may not cover all of the types of costs, expenses, and losses we could incur to respond to and remediate a security incident or breach.

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Risks Related to the Principal Industry We Serve

Nearly all of our revenues are generated by sales of our products and services to clients in, or connected to, the biopharmaceutical industry, and factors that adversely affect this industry, including mergers within the biopharmaceutical industry or regulatory changes, could also adversely affect us.

Nearly all sales of our products and services are to clients in, or connected to, the biopharmaceutical industry. Demand for our solutions could be affected by factors that adversely affect the biopharmaceutical industry, including:

• The changing regulatory environment of the biopharmaceutical industry—Changes in regulations could materially adversely affect the business environment for our biopharmaceutical clients. Healthcare laws and regulations are rapidly evolving and may change significantly in the future. In particular, legislation or regulatory changes regarding the pricing of drugs and other healthcare treatments sold by biopharmaceutical companies has continued to be a topic of discussion by political leaders and regulators in the United States and elsewhere.

• Consolidation of companies within the biopharmaceutical industry—Consolidation within the biopharmaceutical industry has accelerated in recent years, and this trend could continue. We have in the past and may in the future suffer reductions of client orders due to industry consolidation. We may not be able to expand sales of our solutions and services to new clients enough to counteract any negative impact of company consolidation on our business. In addition, new companies that result from such consolidation may decide that our solutions are no longer needed because of their own internal processes or alternative solutions. As these companies, IRBs and CROs consolidate, competition to provide solutions and services will become more intense and the importance of establishing relationships with large industry participants will become greater. These industry participants may also try to use their market power to negotiate price reductions for our solutions. If consolidation of our larger clients occurs, the combined company may represent a larger percentage of business for us and, as a result, we are likely to rely more significantly on the combined company’s revenues to continue to achieve growth. In addition, if large biopharmaceutical companies merge, it would have the potential to reduce per unit pricing for our solutions for the merged companies or to reduce demand for one or more of our solutions as a result of potential personnel reductions over time.

• Decrease in biopharmaceutical funding and bankruptcy within the biopharmaceutical industry—Biopharmaceutical companies depend heavily on the availability of equity and debt financing to bring their products through the clinical trial process. If there is a substantial and prolonged decrease in equity and debt funding available for biopharmaceutical companies, it may decrease the market for our products and services. In addition, our earlier-stage clients with pre-commercial treatments in clinical trials may be unsuccessful and may subsequently declare bankruptcy, which would decrease the market for our products and services.

• Changes in global economic conditions and changes in the global availability of healthcare treatments provided by the biopharmaceutical companies to which we sell—Our business depends on the overall economic health of our existing and prospective clients. The purchase of our solutions may involve a significant commitment of capital and other resources. If economic conditions, including the ability to market biopharmaceutical products in key markets or the demand for biopharmaceutical products globally deteriorates, many of our clients may delay or reduce their spending. This could result in reductions in sales of our solutions, longer sales cycles, reductions in subscription duration and value, slower adoption of new technologies and solutions, and increased price competition. Moreover, our business depends on clinical trials conducted or sponsored by biopharmaceutical companies and CROs, trial sites and institutions. Any changes in global economic conditions or the biopharmaceutical industry resulting in a downturn in spending on research and development and clinical trials and any COVID-19 measures or other changes that result in delays in initiating clinical trials, cancellations or difficulties in enrolling participants, may result in decreased demands for our ethical review services.

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Any decrease in research and development expenditures or in the size, scope, or frequency of clinical trials could materially adversely affect our business, results of operations and financial condition.

Accordingly, our operating results and our ability to efficiently provide our solutions and services to biopharmaceutical companies and to grow or maintain our client base could be adversely affected as a result of factors that affect the biopharmaceutical industry generally.

Increasing competition within the biopharmaceutical industry, as well as delays in the drug discovery and development process, may reduce demand for our products and services and negatively impact our results of operations and financial condition.

Our biopharmaceutical clients’ demand for our products and services is driven by continued demand for their products, and dependent upon our clients’ research and development needs and available funding. Demand for our clients’ products could decline, and prices charged by our clients for their products may decline, as a result of increasing competition. In addition, our clients’ expenses could continue to increase as a result of the higher costs of developing more complex drugs and biologics and complying with more onerous government regulations. Furthermore, delays in the biopharmaceutical development cycle, particularly related to clinical trials being delayed or canceled, such as those caused by the recent COVID-19 pandemic, could also impact the demand for our products and services. A decrease in demand for our clients’ products, and additional costs associated with product development could cause our clients to reduce or delay research and development expenditures.

Because our products and services depend on our clients’ research and development expenditures, our revenues may be materially negatively affected by the COVID-19 pandemic or any economic, competitive, demand, or other market impact that decreases our clients’ profitability or causes them to decrease or delay research and development spend. In such an event, our revenues may be reduced through reduction in the scope of projects and delays or cancellations of ongoing clinical trials. Any material decrease in demand for our technologies or services may have a material adverse effect on our business, results of operations and financial condition.

Changes in government regulation or in practices relating to the biopharmaceutical industry, including healthcare reform and cost-containment measures, could materially adversely affect our business.

There have been, and we expect there will continue to be, a number of executive, legislative and regulatory changes to the healthcare system designed to expand healthcare coverage while, at the same time, curtailing and better controlling the increasing costs of healthcare. By way of example, in March 2010, the U.S. Congress (the “Congress”) passed the Patient Protection and Affordable Care Act (as amended, the “ACA”), which substantially changed the way healthcare is financed by both governmental and private insurers. Since its enactment, there have been numerous political and legal efforts to expand, repeal, replace or modify the ACA, some of which have been successful, in part, in modifying the law, as well as court challenges to the constitutionality of the law. The U.S. Supreme Court rejected the latest such case on June 17, 2021, when the Court held that the plaintiffs lacked standing to challenge the ACA’s requirement to obtain minimum essential health insurance coverage, or the individual mandate and dismissed the case without specifically ruling on the constitutionality of the ACA. Federal regulatory agencies continue to modify ACA regulations and guidance related to the ACA, often as a result of presidential directives. The ultimate outcome of efforts to expand the ACA, substantially amend its provisions, or change funding for the ACA is unknown. Though we cannot predict what, if any, reform proposals will be adopted, healthcare reform and legislation may have a material adverse effect on our business, financial condition and results of operations, and the continuing implementation of this legislation may significantly impact the biopharmaceutical industry.

Healthcare reform measures have resulted in Congressional inquiries, proposed and enacted legislation and regulations, guidance documents, and executive orders and other actions designed, among other things, to bring more transparency to product pricing, reform government program reimbursement methodologies for drug products, and provide procedures for the importation of certain prescription drugs authorized for sale in a foreign

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country. Individual states in the United States have also become increasingly active in implementing laws and regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access such as prior authorization requirements or right-to-try laws, and marketing cost disclosure and transparency measures, and, in some cases, mechanisms to encourage importation from other countries and bulk purchasing. Furthermore, there has been increased interest by third-party payors and governmental authorities in reference-pricing systems and publication of discounts and list prices. Any of these legislative, regulatory or executive efforts could harm our clients’ businesses, which could cause them to reduce their spending on research and development, which, in turn, could materially adversely affect our business.

The U.S. government may also take other administrative, legislative, or regulatory action that could materially affect our business. For example, in November 2019, certain U.S. senators requested information about our IRB operations in connection with a review of commercial IRBs. In June 2020, these senators requested that the U.S. Government Accountability Office (“GAO”) investigate the operation of commercial IRBs and consider, among other things, how IRBs, the FDA, and the U.S. Department of Health and Human Services (“HHS”) can address any shortcomings in the current system to improve quality and patient outcomes. In their request, these members of Congress asked GAO to examine market consolidation, conflicts of interest, and pay-for-participation issues, among others. In August 2020, GAO accepted that request to review issues involving the operation of commercial IRBs and stated that it anticipated initiating an engagement in about six months. GAO may ultimately issue a report that makes recommendations for policy changes that could adversely impact our business. Any recommended policy changes would require changes to laws or regulations relating to commercial IRBs. HHS and GAO have conducted two previous investigations of the commercial IRB industry in 1998 and 2008, respectively. While neither of the prior investigations resulted in changes to laws or regulations, we cannot predict what actions Congress, the FDA, the HHS, or others may take in connection with the GAO report or its recommendations.

Our clients’ profitability could decline as a result of efforts by government and third-party payors to reduce the cost of healthcare. If cost-containment efforts or other measures limit our clients’ profitability, they may reduce their research and development expenditures, which could decrease the demand for our services and materially adversely affect our growth prospects and our business.

Trends in research and development spending, the use of third parties by biopharmaceutical companies and a shift toward more research and development occurring at smaller biotechnology companies could materially adversely affect our growth potential, business, results of operations, financial condition and/or cash flows.

We provide software platforms and services to biopharmaceutical companies and CROs, trial sites, institutions and investigators, as well as patients and advocacy groups, and our direct revenues, growth prospects and bookings are highly dependent on their research and development spending levels and use of third parties. Our clients determine the amounts that they will spend on research and development on the basis of, among other things, available resources and their need to develop new products, which, in turn, is dependent upon a number of factors, including their competitors’ research, development, and production initiatives. Our clients finance their research and development spending from both private and public sources, including the capital markets. As a result, our revenues and financial performance may be adversely impacted if our clients are unable to obtain sufficient capital on acceptable terms to finance their research and development spending. Government and university-based funding of scientific research can vary for a number of reasons, including general economic conditions, political priorities, changes in the number of students and other demographic changes. Smaller biotechnology companies increasingly represent a larger proportion of industry research and development expenditures, and these small companies may not be as familiar with our Company or products. If we are not successful in marketing to and establishing relationships with these smaller companies, our continued revenue growth could be materially adversely affected.

Industry trends, economic factors, regulatory developments, patent protection and political and other events and circumstances that affect the biopharmaceutical industry, such as volatility or declines in securities markets

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limiting capital and liquidity or decreased government funding of scientific research, or other circumstances that decrease our clients’ research and development spending also affect us. Furthermore, our financial success depends upon the creditworthiness and ultimate collection of amounts due from our clients. If we are not able to collect amounts due from our clients in a timely fashion due to funding or liquidity challenges or for any other reason, we may be required to write-off significant accounts receivable and recognize bad debt expenses, which could materially and adversely affect our operating results. All of these events could have a material adverse effect on our business, results of operations and financial condition.

Our solutions address heavily regulated functions within the biopharmaceutical industry, and failure to comply with applicable laws and regulations could lessen the demand for our solutions or subject us to significant claims and losses.

Our clients use our solutions for business activities that are subject to a complex regime of global laws and regulations, including requirements for maintenance of electronic records and electronic signatures, requirements governing the conduct and review of clinical trials, and other laws and regulations. Our solutions are expected to be capable of use by our clients in compliance with such laws and regulations. Our efforts to provide solutions that comply with such laws and regulations are time-consuming and costly and include validation procedures that may delay the release of new versions of our solutions. As these laws and regulations change over time, we may find it difficult to adjust our solutions to comply with such changes.

In addition, our current and prospective clients may be required to comply with foreign, federal, and state regulation of payments and transfers of value provided to healthcare professionals or entities. For example, the U.S. Physician Payments Sunshine Act requires certain manufacturers of drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program, with specific exceptions, to report annually to the government information related to certain payments and other transfers of value to physicians and teaching hospitals, as well as ownership and investment interests held by such physicians and their immediate family members. Beginning in 2022, applicable manufacturers will also be required to report such information regarding payments and transfers of value provided during the previous year to physician assistants, nurse practitioners, clinical nurse specialists, certified nurse anesthetists, anesthesiology assistants and certified nurse-midwives. Our solutions and services targeted at biopharmaceutical companies are used by our clients to assist with their reporting obligations under the Sunshine Act and comparable state laws. If our solutions and services fail to assist our clients to meet such reporting obligations in a timely and accurate manner, demand for our solutions could decrease, which could materially adversely affect our business.

As we increase the number of products we offer and the number of countries in which we offer solutions, the complexity of adjusting our solutions to comply with legal and regulatory changes will increase. This complexity is exacerbated as emerging countries evolve and enhance their own regulations and regulatory regimens. If we are unable to effectively manage this increase or if we are not able to provide solutions that can be used in compliance with applicable laws and regulations, clients may be unwilling to use our solutions and any such non-compliance could result in the termination of our client agreements or claims arising from such agreements with our clients.

Additionally, any failure of our clients to comply with laws and regulations applicable to the functions for which our solutions are used could result in fines, penalties, or claims for substantial damages against our clients that may harm our business or reputation. If such failure were allegedly caused by our solutions or services, our clients may make a claim for damages against us, regardless of our responsibility for the failure. We may be subject to lawsuits that, even if unsuccessful, could divert our resources and our management’s attention and adversely affect our business and client relationships, and our insurance coverage may not be sufficient to cover such claims against us.

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If we fail to perform our services in accordance with contractual requirements, regulatory standards and ethical considerations, we could be liable for significant costs or penalties and our reputation could be harmed.

The services we provide to biopharmaceutical companies and other clients are complex and subject to contractual requirements, regulatory requirements and standards and ethical considerations. For example, some of our services must adhere to regulatory requirements of the FDA governing our activities relating to clinical trials, including Good Clinical Practices. Additionally, we are subject to compliance with FDA’s regulations set forth in part 11 of title 21 of the Code of Federal Regulations, which relates to the creation, modification, maintenance, storage, retrieval, or transmittal of electronic records submitted to the FDA.

We also operate an IRB, which is tasked with reviewing and approving human clinical research on behalf of our clients who are sponsors of or institutions conducting clinical trials. FDA regulations govern the composition, registration, operation, and responsibilities of IRBs that review certain clinical trials. If it is determined that any of our IRBs are not compliant with applicable regulatory requirements, we may be subject to audits, investigations, enforcement actions, legal claims, and/or adverse publicity, which may have a material, adverse effect on our business. Moreover, in the event of a repeated failure to comply with applicable regulations, the FDA may disqualify an IRB where the noncompliance adversely affects the rights or welfare of the human subjects in a clinical investigation. Unless and until the IRB is reinstated, the FDA may also refuse to consider data from a clinical trial reviewed by a disqualified IRB in support of a marketing authorization. If any of these events were to occur, our business could be materially and adversely harmed.

We may be subject to inspection by regulatory authorities in connection with our clients’ marketing applications and other regulatory submissions. If we fail to perform our services in accordance with regulatory requirements, regulatory authorities may take action against us or our clients for failure to comply with applicable regulations governing the development and testing of therapeutic products. Such actions may include sanctions, such as warning or untitled letters, injunctions or failure of such regulatory authorities to grant marketing approval of products, delay, suspension or withdrawal of approvals, license revocation, loss of accreditation, product seizures or recalls, operational restrictions, civil or criminal penalties or prosecutions, damages or fines. Further, although we structure our IRB to operate independently from our clinical trial solutions division, governmental or regulatory authorities may assert that the combination of these services for a client compromises the integrity of the IRB decisions or the data or analyses generated during any trials.

The performance of clinical development and testing services is complex. If we make mistakes in providing services, such mistakes could negatively impact or obviate the usefulness of the trial or the data generated from it or cause the results of the trial to be reported improperly. If the trial results are compromised, we could be subject to significant costs or liability, which could have a material adverse impact on our business, reputation, and ability to perform services, and result in the cancellation of current contracts by or failure to obtain future contracts from the affected client and other clients. Regulatory authorities may also disqualify certain data or analyses from consideration in connection with our clients’ applications for regulatory approvals, which would result in our clients not being able to rely on our services in connection with their regulatory submissions and may subject our clients to additional or repeat clinical trials and delays or failures in the development and regulatory approval process. Mistakes in providing services to our clients could also affect medical decisions for patients in clinical trials and create liability for personal injury. Customers may also bring claims against us for breach of our contractual obligations or errors in the outcomes of our products or services, may terminate their contracts with us and/or may choose not to award further work to us. Any such action could have a material adverse effect on our reputation, business, results of operations and financial condition.

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If we fail to comply with certain healthcare laws, including fraud and abuse laws, we could face substantial penalties and our business, results of operations, financial condition and prospects could be materially adversely affected.

Even though we do not order healthcare services or bill directly to Medicare, Medicaid or other third party payors, as a result of contractual, statutory or regulatory requirements, we may be subject to healthcare fraud and abuse laws of both the federal government and the states in which we conduct our business. In the United States, these laws include, among others, the False Claims Act, which prohibits submitting or causing the submission of false statements or improper claims for government healthcare program payments, and the federal Anti-Kickback Statute, which prohibits paying, offering to pay or receiving payment with the intent to induce the referral of services or items that are covered under a federal healthcare program. Because of the breadth of these laws and the narrowness of available statutory and regulatory exceptions, it is possible that some of our business activities could be subject to challenge under one or more of such laws. If we or our operations are found to be in violation of any healthcare laws or any other governmental regulations that apply to us, we may be subject to penalties, including civil and criminal penalties, damages, fines, imprisonment and the curtailment or restructuring of our operations, any of which could materially adversely affect our ability to operate our business and our results of operations.

Increasingly complex data protection and privacy regulations are burdensome, may reduce demand for our solutions, and non-compliance may impose significant liabilities.

Our clients use our solutions to collect, use, store, transfer and otherwise process personal data or personally identifiable or sensitive information regarding their employees and the medical professionals with whom our clients have contact, and, potentially, personal data (including potentially sensitive data such as health information) regarding patients maintained by our clients pursuant to clinical, regulatory, or quality processes. In many countries, national and local governmental bodies have adopted, are considering adopting, or may adopt laws and regulations regarding the collection, use, processing, security, storage, transfer and disclosure of personal information obtained from individuals, making compliance an increasingly complex and evolving task. Furthermore, our business has expanded into new product areas that now trigger the need to comply with additional regulations.

For example, in the United States, the U.S. Department of Health and Human Services promulgated certain data privacy, security and breach notification rules, under the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), including patient privacy rules that cover protected health information (“PHI”) by limiting use and disclosure, giving individuals the right to access, amend, and seek accounting of disclosures of their PHI, and limiting most use and disclosures of their PHI to the minimum amount reasonably necessary to accomplish the intended purposes. HIPAA imposes obligations on “covered entities,” including certain healthcare providers, health plans, and healthcare clearinghouses, and their respective “business associates” that create, receive, maintain or transmit individually identifiable health information for or on behalf of a covered entity, as well as their covered subcontractors with respect to safeguarding the privacy, security and transmission of individually identifiable health information. Certain of our clients may be either business associates or covered entities under HIPAA, and, as a result, we may be a business associate or a subcontractor. For example, while HIPAA does not apply to pharmaceutical companies or adverse event reporting, some of our clients may be university hospitals that conduct research as well as provide medical care and do not segregate their IT systems, causing them to fall under the HIPAA regulatory regime. Therefore, we must comply with HIPAA as a business associate to the extent that PHI is introduced into our solutions by our clients and maintain a HIPAA compliance program. With respect to such data, we are required to comply with HIPAA de-identification standards. Certain states have signed into law or are intending to enact laws regarding requirements on de-identified information, and there is some uncertainty regarding those laws’ conformity with the HIPAA de-identification standards. Compliance with state laws could require additional investment and management attention and may subject us to significant liabilities if we do not comply appropriately with new and potentially conflicting regulations. Entities that are found to be in violation of HIPAA, whether as the result

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of a breach of unsecured PHI, a complaint about privacy practices, or an audit by HHS, may be subject to significant civil, criminal, and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance.

In addition, California enacted the California Consumer Privacy Act of 2018 (“CCPA”), which took effect on January 1, 2020, and which broadly defines personal information, gives California residents expanded privacy rights and protections, and provides for civil penalties for violations. Furthermore, in November 2020, California voters passed the California Privacy Rights and Enforcement Act of 2020 (“CPRA”), which amends and expands CCPA with additional data privacy compliance requirements that may adversely impact our business, and establishes a regulatory agency dedicated to enforcing those requirements. We are a service provider and business under CCPA and CPRA for our software solutions and data products, respectively. The effects of this legislation are potentially far-reaching and may require us to further modify our data management practices and to incur substantial expense in an effort to comply.

Our operations abroad may also be subject to increased scrutiny or attention from data protection authorities. Many countries in these regions have established or are in the process of establishing privacy and data security legal frameworks with which we, our collaborators, service providers, including our CROs, and contractors must comply. For example, we are a data controller and data processor under the European Union’s General Data Protection Regulation (“GDPR”) and the UK GDPR, which incorporates the provisions of the EU GDPR into the United Kingdom’s own data protection laws and took effect on January 1, 2021 at the end of the Brexit transition. With respect to our software solutions, we act as a data processor. We collect and sell a database, via our WCG Knowledge Base^™, for which we are a data controller. Compliance with GDPR, the UK GDPR, CCPA and CPRA have and will continue to require valuable management and employee time and resources, and failure to comply with such laws and regulations could involve severe penalties and could reduce demand for our solutions.

In addition to imposing substantial data governance requirements on companies, giving individuals extensive rights to control how companies handle their personal data and imposing data breach notification requirements, the GDPR restricts the ability of companies to transfer personal data from the EU to the United States and other countries. One of the mechanisms on which we previously relied for such transfers, the EU-U.S. Privacy Shield Framework, was invalidated by the Court of Justice of the European Union, or CJEU, in a July 2020 decision (also known as “Schrems II”). The decision called into question whether companies can lawfully use the European Commission’s Standard Contractual Clauses, often also referred to as Model Clauses, which we routinely utilize to ensure that our European clients have the appropriate legal mechanisms in place for their personal data to be accessed within the United States. At present, there are few, if any, viable alternatives to the Model Clauses, and companies that use them are required to assess their appropriateness on a case-by-case basis, which can involve substantial expenditure and use of resources in an effort to comply. If we are unable to implement sufficient safeguards to ensure that our transfers of personal data from the EU are lawful, we may face increased exposure to regulatory actions, substantial fines and injunctions against processing personal data from the EU. Loss of our ability to lawfully transfer personal data out of the EU to the United States or any other jurisdiction may cause reluctance or refusal by current or prospective European clients to use our products, and we may be required to increase our data processing capabilities in the EU at significant expense.

There is also a trend toward countries enacting data localization requirements which are not particularly compatible with the cloud computing model. For example, Russia’s localization law (Federal Law No. 242-FZ) requires that the source of data for Russian nationals collected on Russian territory must be stored in Russia. We are also monitoring the impact of China’s Cybersecurity Law and its related implementation rules, as well as China’s draft Personal Information Protection Law, the latter of which proposes extraterritorial application to companies overseas that process the personal information of data subjects in China for certain purposes. Further, the Australian My Health Records Act 2012, which superseded the Personally Controlled Electronic Health Records Act 2012 (“My Health Records Act”), prohibits heath records that are maintained for purposes of the “My Health Record” system from being transferred or maintained outside of Australia, with certain limited

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exceptions for health records that do not include personal information or other identifying information of an individual or entity. The My Health Records Act establishes the Australian government’s digital health records system, and, among other things, establishes a privacy framework that imposes certain restrictions on how health information maintained in such records may be collected, used or disclosed. Unauthorized collection, use and disclosure of health information contained in such health records may result in civil and criminal penalties.

Customers expect that our solutions can be used in compliance with such laws and regulations, which are constantly evolving, may be modified, interpreted and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another or other legal obligations with which we must comply. The functional and operational requirements and costs of compliance with such laws and regulations may adversely impact our business, and failure to enable our solutions to comply with such laws and regulations could lead to significant fines and penalties imposed by regulators, as well as claims by our clients or third parties. Additionally, all of these domestic and international legislative and regulatory initiatives could adversely affect our clients’ ability or desire to collect, use, process, and store personal or healthcare-related information using our solutions or to license data products from us, which could reduce demand for our solutions.

Risks Related to Our Reliance on Third Parties

We rely upon three internal hosting facilities and two cloud-based providers to deliver our solutions to our clients and any disruption of or interference with our hosting systems, operations, or use of the cloud-based providers could materially adversely affect our business and results of operations.

Substantially all of the computer hardware necessary to deliver our solutions is located at our internal hosting facilities in Valley Forge, PA, Puyallup, WA and Secaucus, NJ. In addition to our dedicated hosting facility, we utilize third-party cloud computing services from Amazon Web Services (“AWS”) and Microsoft Azure (“Azure”) to help us efficiently scale our cloud-based solutions and provide training. Because we cannot easily switch our AWS or Azure-serviced operations to another cloud provider, any disruption of or interference with our use of AWS or Azure could impact our operations, and our business could be adversely impacted. Our systems and operations or those of AWS or Azure could suffer damage or interruption from human error, fire, flood, power loss, telecommunications failure, break-ins, terrorist attacks, acts of war, and similar events. The occurrence of a natural disaster, an act of terrorism or other unanticipated problems at our AWS’ or Azure’s hosting facilities could result in lengthy interruptions in our service. Although we AWS and Azure maintain backup facilities and disaster recovery services in the event of a system failure, these may be insufficient or fail. Any system failure, including network, software, or hardware failure, that causes an interruption in our data centers or our use of AWS or Azure, or that causes a decrease in responsiveness of our cloud-based solutions, could damage our reputation and cause us to lose clients, which could materially adversely affect our business and results of operations. Our business may be harmed if our clients and potential clients believe our service is unreliable.

We employ third-party licensed software and software components for use in or with our solutions, and the inability to maintain these licenses or the presence of errors in the software we license could limit the functionality of our products and result in increased costs or reduced service levels, which could materially adversely affect our business.

Our solutions incorporate or utilize certain third-party software and software components obtained under licenses from other companies. Additionally, certain products and solutions utilize third-party development and tools, such as our partnership with Palantir Technologies Inc. We anticipate that we will continue to rely on such third-party software and development tools from third parties in the future. Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, this may not always be the case, or it may be difficult or costly to replace. The unexpected bankruptcy or failure of one or more of our third-party software providers could require us to seek more costly alternatives or cause delays in our ability to render services to our clients. Our use of additional or alternative third-party software would require us to enter into

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license agreements with third parties. In addition, if the third-party software we utilize has errors or otherwise malfunctions, the functionality of our solutions may be negatively impacted and our business may be materially adversely affected.

Risks Related to Our Indebtedness

Our indebtedness could materially adversely affect our financial condition and our ability to operate our business, react to changes in the economy or industry or pay our debts and meet our obligations under our debt and could divert our cash flow from operations to debt payments.

We have a significant amount of indebtedness. As of March 31, 2021, we had (i) $1,062 million of indebtedness outstanding under our First Lien Term Loan Facility, (ii) no borrowings under our Revolving Credit Facility and (iii) $345 million of indebtedness outstanding under our Second Lien Term Loan Facility. We also had $125.0 million availability under our Revolving Credit Facility as of March 31, 2021. Subsequent to March 31, 2021, we entered into the Second Amendment, which increased available borrowing capacity under our Revolving Credit Facility to $250.0 million, and the Third Amendment, which provided for an additional $200.0 million of term loans as a fungible tranche with the existing first lien term loans. We funded the acquisition of VeraSci with $200.0 million of term loan borrowings pursuant to the Third Amendment and $140.0 million of borrowings under our Revolving Credit Facility. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Indebtedness—Credit Facilities.” In addition, subject to restrictions in the agreements governing our Credit Facilities, we may incur additional debt.

Our debt could have important consequences to you, including the following:

• it may be difficult for us to satisfy our obligations, including debt service requirements under our outstanding debt, resulting in possible defaults on and acceleration of such indebtedness;

• our ability to obtain additional financing for working capital, capital expenditures, debt service requirements or other general corporate purposes may be impaired;

• a portion of cash flow from operations may be dedicated to the payment of principal and interest on our debt, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities, acquisitions and other purposes;

• we may be more vulnerable to economic downturns and adverse industry conditions and our flexibility to plan for, or react to, changes in our business or industry may be more limited;

• our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our level of debt; and

• our ability to borrow additional funds or to refinance debt may be limited.

Furthermore, a majority of our debt under our Credit Facilities bears interest at variable rates. If these rates were to increase significantly, whether because of an increase in market interest rates or a decrease in our creditworthiness, our ability to borrow additional funds may be reduced and the risks related to our debt would intensify. For example, a hypothetical 100 basis point increase in interest rates would have increased our interest expense by $3.4 million for the three months ended March 31, 2021 and by $13.7 million for the year ended December 31, 2020.

Servicing our debt requires a significant amount of cash. For the years ended December 31, 2019 and December 31, 2020, we used cash of $56.4 million and $77.6 million (excluding the repayment and extinguishment of our old credit facility), respectively, to service our debt. Our ability to generate sufficient cash depends on numerous factors beyond our control, and we may be unable to generate sufficient cash flow to service our debt obligations.

Our business may not generate sufficient cash flow from operating activities to service our debt obligations. Our ability to make payments on and to refinance our debt and to fund planned capital expenditures depends on our ability to generate cash in the future. To some extent, this is subject to general economic, financial, competitive, legislative, regulatory and other factors, such as those described in this “Risk Factors” section, that are beyond our control.

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If we are unable to generate sufficient cash flow from operations to service our debt and meet our other commitments, we may need to refinance all or a portion of our debt, sell material assets or operations, delay capital expenditures or raise additional debt or equity capital. We may not be able to effect any of these actions on a timely basis, on commercially reasonable terms or at all, and these actions may not be sufficient to meet our capital requirements. In addition, the terms of our existing or future debt agreements may restrict us from pursuing any of these alternatives.

Restrictive covenants in the agreements governing our Credit Facilities and future indebtedness that we may incur may restrict our ability to pursue our business strategies, and failure to comply with any of these restrictions could result in acceleration of our debt.

The operating and financial restrictions and covenants in one or more of the agreements governing our Credit Facilities and future indebtedness that we may incur may materially adversely affect our ability to finance future operations or capital needs or to engage in other business activities. Such agreements limit our ability, among other things, to:

• incur liens;

• incur or assume additional indebtedness and guarantee indebtedness or amend our debt and other material agreements;

• prepay, redeem or repurchase indebtedness;

• declare or make dividends on or make distributions and redeem, repurchase or retire equity interests or make other restricted payments;

• make certain acquisitions, investments, loans, guarantees and advances;

• transfer or sell certain assets;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

• redeem, repay, repurchase or refinance other indebtedness;

• enter into agreements restricting the ability to pay dividends or grant liens securing obligations under the credit agreements;

• enter into certain transactions with our affiliates;

• amend or modify governing documents or other debt agreements; and

• alter the business conducted by us and our restricted subsidiaries.

In addition, the restrictive covenants in our Credit Facilities require us to maintain a specified first lien leverage ratio when a certain percentage of our credit facility commitments are borrowed and outstanding as of the end of each fiscal quarter. In certain circumstances, our ability to meet this financial covenant may be affected by events beyond our control.

A breach of any of these covenants could result in a default under one or more of our Credit Facilities. Upon the occurrence of an event of default under our Credit Facilities, the lenders could elect to declare all amounts outstanding under our Credit Facilities to be immediately due and payable and terminate any commitments to extend further credit. In the event of an acceleration of our debt upon a default, we may not have or be able to obtain sufficient funds to make any accelerated payments. If we were unable to repay those amounts, the lenders under our Credit Agreement could proceed against the collateral granted to them to secure that indebtedness. We have pledged substantially all of our assets as collateral to secure our Credit Facilities. The proceeds from the sale of such assets may not be sufficient to repay such indebtedness.

Furthermore, the terms of any future indebtedness we may incur could have further additional restrictive covenants. We may not be able to maintain compliance with these covenants in the future, and in the event that

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we are not able to maintain compliance, we cannot assure you that we will be able to obtain waivers from the lenders or amend the covenants.

We and our subsidiaries may incur substantially more debt. This could further exacerbate the risks associated with our leverage.

We and our subsidiaries may be able to incur substantial additional debt in the future. Although the agreements governing our Credit Facilities contain restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions, and the debt incurred in compliance with these restrictions could be substantial. Additionally, we may successfully obtain waivers of these restrictions. If we incur additional debt above the levels currently in effect, the risks associated with our leverage, including those described above, would increase.

We are a holding company with no operations of our own, and we depend on our subsidiaries for cash.

We are a holding company and do not have any material assets or operations other than ownership of equity interests of our subsidiaries. Our operations are conducted almost entirely through our subsidiaries, and our ability to generate cash to meet our obligations or to pay dividends, if any, is highly dependent on the earnings of, and receipt of funds from, our subsidiaries through dividends or intercompany loans. The ability of our subsidiaries to generate sufficient cash flow from operations to allow us and them to make scheduled payments on our debt obligations will depend on their future financial performance, which will be affected by a range of economic, competitive and business factors, many of which are outside of our control.

Risks Related to Our Financial Performance, How We Contract with Customers, and the Financial Position of Our Business

Our clients may delay or terminate contracts, or reduce the scope of work, for reasons beyond our control, potentially resulting in financial losses.

Many of our product or service contracts may be terminated by the client at its discretion immediately or after a short notice period without penalty. Customers terminate, delay or reduce the scope of these types of contracts for a variety of reasons, including but not limited to:

• lack of available funding or financing;

• mergers or acquisitions involving the client;

• a change in client priorities;

• delay or termination of a specific clinical trial or product candidate development program; and

• the client decides to shift business to a competitor or to use internal resources.

As a result, contract terminations, delays and reductions in scope occur regularly in the normal course of our business. However, the delay, loss or reduction in scope of a large contract or multiple smaller contracts could result in under-utilization of our personnel, a decline in revenues and profitability and adjustments to our bookings, any or all of which could have a material adverse effect on our business, results of operations, financial condition and/or cash flows.

From time to time, we have also had to commit unanticipated resources to complete projects, resulting in lower margins and profitability on those projects. We might experience similar situations in the future, which could have a material adverse impact on our results of operations and cash flows.

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We have government clients, which potentially subject us to risks including early termination, audits, investigations, sanctions, or penalties.

We derive limited revenues from contracts with the U.S. government, we may enter into further contracts with the U.S. or foreign governments in the future, or accept grant funds. These government contracts and grants subject us to statutes and regulations applicable to companies doing business with the government. Government contracts and grants are generally subject to greater scrutiny by the government, which can unilaterally initiate reviews, audits and investigations regarding our compliance with government contract and grant requirements. In addition, if we fail to comply with government contract laws, regulations and contract or grant requirements, our contracts and grants may be subject to termination or suspension, and we may be subject to financial and/or other liability under our contracts or under criminal or civil provisions including the Federal Civil False Claims Act. The False Claims Act’s “whistleblower” provisions allow private individuals, including present and former employees, to sue on behalf of the U.S. government. The False Claims Act statute provides for treble damages and civil penalties and, if our operations are found to be in violation of the False Claims Act, we could face other adverse action, including suspension or prohibition from doing business with the U.S. government. Any penalties, damages, fines, suspension, or damages could materially adversely affect our ability to operate our business and our financial results.

Our revenues and gross margin from professional services fees are volatile and may not increase from quarter to quarter or at all.

We derive a significant portion of our revenues from professional services fees. Our professional services revenues fluctuate from quarter to quarter as a result of the requirements, complexity, and timing of our clients’ projects in our professional services arrangements. Our clients may also choose to use third parties rather than us for certain professional services related to our solutions or for their clinical trials. As a result of these and other factors, our professional services revenues may not increase on a quarterly basis in the future or at all. Additionally, the gross margin generated from professional services fees fluctuates based on a number of factors which may vary from period to period, including wages for professional services and utilization of our employees. As a result of these and other factors, the gross margin from our professional services may not increase on a quarterly basis in the future or at all.

Impairment of goodwill or other intangible assets may materially adversely affect future results of operations.

We have intangible assets, including goodwill, on our balance sheet due to our acquisitions of businesses. The initial identification and valuation of these intangible assets and the determination of the estimated useful lives at the time of acquisition involve use of management judgments and estimates. These estimates are based on, among other factors, input from accredited valuation consultants, reviews of projected future income cash flows and statutory regulations. The use of alternative estimates and assumptions might have increased or decreased the estimated fair value of our goodwill and other intangible assets that could potentially result in a different impact to our results of operations. If the future growth and operating results of our business are not as strong as anticipated and/or our market capitalization declines, this could impact the assumptions used in calculating the fair value of goodwill or other intangibles. For goodwill, an impairment loss is recognized in an amount equal to the excess of the carrying value of the reporting unit over the fair value of the reporting unit, limited to the total amount of goodwill allocated to that reporting unit. For intangibles, an impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset are less than its carrying amount. Such an impairment charge will be made to our income from continuing operations and could materially and adversely affect our operating results. As of December 31, 2019 and 2020, and the three months ended March 31, 2021, the carrying amount of goodwill was $467.3 million, $1.7 billion and $1.7 billion, respectively, on our consolidated balance sheet.

Adverse developments in applicable tax laws could have a material adverse effect on our business, results of operations and financial condition. Our effective tax rate could also change materially as a result of various evolving factors, including changes in income tax law resulting from the most recent U.S. presidential and congressional elections or changes in the scope of our operations.

We are subject to taxation in the United States at the federal level and by certain states and municipalities and various non-U.S. jurisdictions because of the scope of our operations and product offerings. In determining

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our income tax liability and tax compliance obligations for these jurisdictions, we must monitor changes to the applicable tax laws and related regulations. While our existing operations have been implemented in a manner we believe is in compliance with current prevailing laws, one or more taxing jurisdictions could seek to impose incremental or new taxes on us. In addition, as a result of the most recent presidential and congressional elections in the United States, there could be significant changes in tax law and regulations that could result in additional federal income taxes being imposed on us. For example, the U.S. government may enact significant changes to the taxation of business entities including, among others, a permanent increase in the corporate income tax rate, an increase in the tax rate applicable to the global low-taxed income and the imposition of minimum taxes or surtaxes on certain types of income. Any adverse developments in these laws or regulations, including legislative changes, judicial holdings or administrative interpretations, could have a material adverse effect on our business, results of operations and financial condition. Finally, changes in the scope of our operations, including expansion to new geographies, could increase the amount of taxes to which we are subject, and could increase our effective tax rate.

Currency exchange fluctuations may materially adversely affect our financial results.

Some of our international agreements provide for payment denominated in local currencies, and the majority of our local costs are denominated in local currencies. As we continue to expand our operations in countries outside the United States, an increasing proportion of our revenues and expenditures in the future may be denominated in foreign currencies. Fluctuations in the value of the U.S. dollar versus foreign currencies may impact our operating results when translated into U.S. dollars. Thus, our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, Canadian Dollar, British Pound Sterling, Hong Kong Dollar, Singapore Dollar, Chinese Yuan and Japanese Yen, and may be materially adversely affected in the future due to changes in foreign currency exchange rates. Changes in exchange rates may negatively affect our revenues and other operating results as expressed in U.S. dollars in the future. Further, we have experienced and will continue to experience fluctuations in our net income as a result of transaction gains or losses related to revaluing certain current asset and current liability balances that are denominated in currencies other than the functional currency of the entities in which they are recorded.

We may, in the future, hedge selected significant transactions or net monetary exposure positions denominated in currencies other than the U.S. dollar. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place. Moreover, the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.

Risks Related to Our Intellectual Property

We may be sued by third parties for alleged infringement of their proprietary rights or misappropriation or other violation of intellectual property and we may suffer damages or other harm from such proceedings.

There is considerable patent and other intellectual property development activity in our industry. Our competitors, as well as a number of other entities and individuals, including so-called non-practicing entities, or NPEs, may own or claim to own intellectual property relating to our solutions. From time to time, third parties may claim that we are infringing upon their intellectual property rights or that we have misappropriated or otherwise violated their intellectual property. As competition in our market grows, the possibility of patent infringement and other intellectual property claims against us increases. In the future, we expect others to claim that our solutions and underlying technology infringe or violate their intellectual property rights. We may be unaware of the intellectual property rights that others may claim cover some or all of our technology or services. Any claims or litigation have caused and in the future could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial damages or ongoing royalty payments, prevent us from offering our services, or require that we comply with other unfavorable terms. We may also be obligated to indemnify our clients or business partners or pay substantial settlement costs, including royalty

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payments, in connection with any such claim or litigation and to obtain licenses (if available on reasonable terms, or at all), modify applications or refund fees, which could be costly and our insurance may not be adequate to cover losses associated with such outcomes. Any litigation regarding our intellectual property would be inherently uncertain, and could be costly and time-consuming and divert the attention of our management and key personnel from our business operations even if we were to ultimately prevail in such litigation.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success and ability to compete depend in part upon our intellectual property, including patents, trademarks, copyrights and trade secrets. We rely on applicable laws as well as confidentiality, invention assignment or license agreements with our employees, clients, partners and others to protect our intellectual property rights. However, the steps we take to protect our intellectual property rights may be inadequate or unenforceable. We cannot guarantee that our applications for patent protection or trademark registrations will be successful. Nor can we guarantee that, if issued, our patents will provide meaningful protection. Third parties may challenge the validity or enforceability of, or infringe upon or otherwise violate, our intellectual property. Further, laws related to intellectual property are subject to change at any time and differ by jurisdiction, such that we cannot guarantee that our patents, trademarks, and other intellectual property will receive the same protection in foreign countries as they do in the United States.

In order to protect our intellectual property rights, we may be required to spend significant financial and managerial resources to monitor and protect these rights. Litigation brought to protect and enforce our intellectual property rights is inherently uncertain, could be costly, time-consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Negative publicity related to a decision by us to initiate such enforcement actions against a client or former client, regardless of its accuracy, may adversely impact our other client relationships or prospective client relationships, harm our brand and business and could cause the market price of our common stock to decline. Our inability to prevent the theft or unauthorized copying or use of our intellectual property, or our failure to otherwise secure, protect and enforce our intellectual property rights could adversely affect our brand and our business.

Our solutions utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could materially adversely affect our business.

Our solutions include, and will include in the future, software covered by open source licenses. The terms of various open source licenses to which we are subject have not been interpreted by U.S. or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market, provide or distribute our solutions. By the terms of certain open source licenses, third parties could claim ownership, or demand that we release the source code of our proprietary software, and/or that we make our proprietary software available under open source licenses, if we combine our proprietary software with, or link our proprietary software to, open source software in a certain manner. These claims could also result in litigation, and in the event that portions of our proprietary software are determined to be subject to an open source license, we could be required to publicly release the affected portions of our source code, could be prohibited from charging fees for the use of our software, could be required to cease offering the implicated solutions unless and until we can re-engineer them to avoid infringement (which could require significant additional research and development resources) or could otherwise be limited in the licensing of our solutions, each of which could reduce or eliminate the value of our solutions and services. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with usage of open source software cannot be eliminated and could materially adversely affect our business.

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Risks Related to Our Common Stock and this Offering

There is no existing market for our common stock and we do not know if one will develop, be sustainable or provide you with adequate liquidity. If our stock price fluctuates after this offering, you could lose a significant part of your investment.

Prior to this offering, there has not been a public market for our common stock. We cannot predict the extent to which investor interest in us will lead to the development of a trading market on The Nasdaq Global Select Market, or otherwise or how active, sustainable and liquid that market may come to be. If an active trading market does not develop, you may have difficulty selling any of the common stock that you buy.

Negotiations between us and the underwriters will determine the initial public offering price for our common stock, which may not be indicative of prices that will prevail in the open market following this offering. Consequently, you may not be able to sell our common stock at prices equal to or greater than the price you paid in this offering. The market price of our common stock may be influenced by many factors including:

• variations in our operating results compared to market expectations or any guidance given by us, or changes in our guidance or guidance practices;

• changes in the preferences of our clients;

• low revenue growth and gross margins compared to market expectations;

• the failure of securities analysts to cover us after this offering or changes in financial estimates by the analysts who cover us, our competitors or the retail industry in general;

• economic, legal and regulatory factors unrelated to our performance;

• changes in the economy;

• increased competition or stock price performance of our competitors;

• announcements by us or our competitors of new strategic investments or acquisitions;

• actual or anticipated variations in our or our competitors’ operating results, and our competitors’ growth rates;

• future sales of our common stock or the perception that such sales may occur;

• changes in senior management or key personnel;

• changes in laws or regulations, or new interpretations or applications of laws and regulations that are applicable to our business;

• lawsuits, enforcement actions and other claims by third parties or governmental authorities;

• action by institutional stockholders or other large stockholders;

• events beyond our control, such as war, terrorist attacks, transportation and fuel prices, natural disasters, severe weather and widespread illness or pandemics, including developments relating to the COVID-19 pandemic; and

• the other factors listed in this “Risk Factors” section.

As a result of these factors, investors in our common stock may not be able to resell their shares at or above the initial offering price. In addition, our stock price may be volatile. The stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies like us. Accordingly, these broad market fluctuations, as well as general economic, political and market conditions, such as recessions or interest rate changes, may significantly reduce the market price of the common stock, regardless of our operating performance. In the past, following periods of market volatility, stockholders have instituted securities class action litigation. If we were to become involved in securities litigation, it could result in substantial costs and divert resources and our management’s attention from other business concerns, regardless of the outcome of such litigation.

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Because each of the Principal Stockholders own a significant percentage of our common stock, they may control all major corporate decisions and their interests may conflict with your interests as an owner of our common stock and our interests.

We are controlled by the Principal Stockholders. LGP currently owns approximately 35% of our common stock and will own approximately 31% after the consummation of this offering, Arsenal currently owns approximately 26% of our common stock and will own approximately 23% after the consummation of this offering, Novo currently owns approximately 16% of our common stock and will own approximately 14% after the consummation of this offering, and GIC Investor currently owns approximately 14% of our common stock and will own approximately 12% after the consummation of this offering, in each case, assuming no exercise of the underwriters’ option to purchase additional shares. Accordingly, the Principal Stockholders currently control the election of our directors and could exercise a controlling interest over our business, affairs and policies, including the appointment of our management and the entering into of business combinations or dispositions and other corporate transactions. Pursuant to the Voting Agreement, LGP, Arenal and Novo will each be entitled to designate individuals to be included in the slate of nominees recommended by our board of directors for election to our board of directors and GIC Investor will be entitled to designate an individual to be a non-voting observer of our board of directors. Each of the Principal Stockholders will also agree to vote, or cause to vote, all of their outstanding shares of our common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the LGP directors, the Arsenal directors and the Novo directors.

So long as LGP owns, in the aggregate, (i) greater than 50% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, LGP will be entitled to nominate two directors, (ii) less than or equal to 50%, but greater than 30% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, it will be entitled to nominate one director, and (iii) less than or equal to 30%, it will not be entitled to nominate a director.

So long as Arsenal owns, in the aggregate, (i) greater than 70% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, Arsenal will be entitled to nominate two directors, (ii) less than or equal to 70%, but greater than 40% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, it will be entitled to nominate one director, and (iii) less than or equal to 40%, it will not be entitled to nominate a director.

So long as Novo owns, in the aggregate, (i) greater than 60% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, Novo will be entitled to nominate one director, and (ii) less than, or equal to 60%, it will not be entitled to nominate a director.

So long as GIC Investor owns, in the aggregate, (i) greater than 75% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, GIC Investor will be entitled to designate one non-voting observer to our board of directors. See “Certain Relationships and Related Party Transactions—Voting Agreement.” The directors the Principal Stockholders elect have the authority to incur additional debt, issue or repurchase stock, declare dividends and make other decisions that could be detrimental to shareholders. Even if the Principal Stockholders were to own or control less than a majority of our total outstanding shares of common stock, they will be able to influence the outcome of corporate actions so long as they own a significant portion of our total outstanding shares of common stock.

The Principal Stockholders may have interests that are different from yours and may vote in a way with which you disagree and that may be adverse to your interests. In addition, the Principal Stockholders’ concentration of ownership could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which could cause the market price of our common stock to decline or prevent our stockholders from realizing a premium over the market price for their common stock.

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Additionally, the Principal Stockholders are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us or supply us with goods and services. They may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. Shareholders should consider that the interests of the Principal Stockholders may differ from their interests in material respects.

We are a “controlled company” within the meaning of The Nasdaq Global Select Market’s rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements.

Following the consummation of this offering, the Principal Stockholders will together continue to control a majority of our outstanding common stock. As a result, we expect to be a “controlled company” within the meaning of The Nasdaq Global Select Market’s corporate governance standards. A company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” within the meaning of The Nasdaq Global Select Market’s rules and may elect not to comply with certain corporate governance requirements of The Nasdaq Global Select Market, including:

• the requirement that a majority of our board of directors consist of independent directors;

• the requirement that we have a nominating and corporate governance committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• the requirement that we have a compensation committee that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.

Following this offering, we may elect to rely on certain of the exemptions listed above for so long as we remain a “controlled company.” As a result, you may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of The Nasdaq Global Select Market.

We are an “emerging growth company” and our compliance with the reduced reporting and disclosure requirements applicable to “emerging growth companies” may make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and we have elected to take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” These provisions include being permitted to have only two years of audited financial statements and management’s discussion and analysis of financial condition and results of operations disclosures in this prospectus; being exempt from compliance with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act; being exempt from any rules that could be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotations or a supplement to the auditor’s report on financial statements; being subject to reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and not being required to hold nonbinding advisory votes on executive compensation or on any golden parachute payments not previously approved.

We may remain an “emerging growth company” until as late as December 31, 2026, the fiscal year-end following the fifth anniversary of the completion of this offering, though we may cease to be an “emerging growth company” earlier under certain circumstances, including if (i) we have more than $1.07 billion in annual revenues in any fiscal year, (ii) we become a “large accelerated filer,” with at least $700.0 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year or (iii) we issue more than $1.0 billion of non-convertible debt securities over a three-year period. If some investors find our common stock less attractive as a result of us utilizing some or all of these exemptions or forms of relief, there may be a less active trading market for our common stock and our stock price may decline or become more volatile.

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Sales of a substantial number of shares of our common stock in the public market by our existing stockholders could cause our stock price to fall.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Substantially all of our existing stockholders are subject to lock-up agreements with the underwriters of this offering that restrict the stockholders’ ability to transfer shares of our common stock for 180 days from the date of this prospectus, subject to certain exceptions. See “Underwriting.” The lock-up agreements limit the number of shares of common stock that may be sold immediately following the public offering. After this offering, we will have 379,189,051 outstanding shares of common stock based on the number of shares outstanding as of June 30, 2021. Subject to limitations, 334,034,010 shares held by our current stockholders will become eligible for sale upon expiration of the lock-up period, as calculated and described in more detail in the section entitled “Shares Eligible for Future Sale.” Further, the representatives of the underwriters may, in their sole discretion, release all or some portion of the shares subject to the lock-up agreements at any time and for any reason. See “Shares Eligible for Future Sale” for more information. Sales of a substantial number of such shares upon expiration of the lock-up agreements, the perception that such sales may occur, or early release of these agreements, could have a material and adverse effect on the trading price of our common stock.

Moreover, after this offering, holders of approximately 86% of our outstanding common stock will have rights, subject to certain conditions such as the lock-up arrangement described above, to require us to file registration statements for the public sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. Any sales of securities by these stockholders could have a material and adverse effect on the trading price of our common stock.

You will incur immediate dilution as a result of this offering.

If you purchase common stock in this offering, you will pay more for your shares than the amounts paid by existing stockholders for their shares. As a result, you will incur immediate dilution of $18.08 per share, representing the difference between the assumed initial public offering price of $16.00 per share (the midpoint of the estimated initial public offering price range set forth on the cover of this prospectus) and our as adjusted net tangible book value (deficit) per share after giving effect to this offering. See “Dilution.”

We may apply the net proceeds from this offering in ways that you and other stockholders may not approve.

Our management will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of Proceeds.” Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that ultimately increase the value of your investment, and the failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government. These investments may not yield a favorable return to our stockholders. If we do not invest or apply the net proceeds from this offering in ways that enhance stockholder value, we may fail to achieve expected results, which could cause our stock price to decline.

Because our executive officers hold or may hold restricted shares or option awards that will vest upon a change of control, these officers may have interests in us that conflict with yours.

Our executive officers hold or may hold restricted shares and options to purchase shares that would automatically vest upon a change of control. As a result, these officers may view certain change of control

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transactions more favorably than an investor due to the vesting opportunities available to them and, as a result, may have an economic incentive to support a transaction that may not be viewed as favorable by other stockholders.

We currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation of our common stock.

We currently do not expect to declare any dividends on our common stock in the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used to provide working capital, to support our operations and to finance the growth and development of our business. Any determination to declare or pay dividends in the future will be at the discretion of our board of directors, subject to applicable laws and dependent upon a number of factors, including our earnings, capital requirements and overall financial conditions. In addition, because we are a holding company and have no direct operations, we will only be able to pay dividends from funds we receive from our subsidiaries. Accordingly, our ability to pay dividends to our shareholders is dependent on the earnings and distributions of funds from our subsidiaries. In addition, the covenants in the agreements governing our existing indebtedness, including the Credit Facilities, significantly restrict, and the terms of any future debt or preferred securities may further restrict, the ability of our subsidiaries to pay dividends or otherwise transfer assets to us, which in turn limits our ability to pay dividends on our common stock. See “Dividend Policy.” Accordingly, your only opportunity to achieve a return on your investment in our Company may be if the market price of our common stock appreciates and you sell your shares at a profit. The market price for our common stock may never exceed, and may fall below, the price that you pay for such common stock. See “—There is no existing market for our common stock and we do not know if one will develop, be sustainable or to provide you with adequate liquidity. If our stock price fluctuates after this offering, you could lose a significant part of your investment.”

Some provisions of our charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition of us by others, even if an acquisition would be beneficial to our stockholders, and may prevent attempts by our stockholders to replace or remove our current management.

Provisions in our amended and restated certificate of incorporation and our amended and restated bylaws, as well as provisions of the DGCL could make it more difficult for a third party to acquire us or increase the cost of acquiring us, even if doing so would benefit our stockholders, including transactions in which stockholders might otherwise receive a premium for their shares. These provisions include:

• establishing a classified board of directors such that approximately one-third of the members of the board are elected at each annual meeting;

• allowing the total number of directors to be determined exclusively (subject to the rights of holders of any series of preferred stock to elect additional directors) by resolution of our board of directors and granting to our board the sole power (subject to the rights of holders of any series of preferred stock or rights granted pursuant to the voting agreement) to fill any vacancy or newly created directorship on the board;

• providing that our stockholders may remove members of our board of directors only for cause and only by the affirmative vote of the holders of at least two-thirds of the voting power of our then-outstanding stock, following such time as the Principal Stockholders cease to own, or no longer have the right to direct the vote of, at least 50% of the voting power of our common stock;

• authorizing the issuance of “blank check” preferred stock by our board of directors, without further stockholder approval, to thwart a takeover attempt;

• prohibiting stockholder action by consent (and, thus, requiring that all stockholder actions be taken at a meeting of our stockholders), if the Principal Stockholders cease to own, or no longer have the right to direct the vote of, at least 50% of the voting power of our common stock;

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• providing that a special meeting of stockholders may only be called by the chairman of the board of directors or a resolution adopted by the affirmative vote of the majority of the then-serving members of the board of directors, except that the Secretary may also call a special meeting of stockholders at the request of any Principal Stockholder, so long as the Principal Stockholders own, or have the right to direct the vote of, at least 50% of the voting power of our common stock;

• establishing advance notice requirements for nominations for election to the board of directors or for proposing other matters that can be acted upon at stockholder meetings; and

• requiring the approval of the holders of at least two-thirds of the voting power of all outstanding stock entitled to vote thereon, voting together as a single class, to amend or repeal certain provisions of our amended and restated certificate of incorporation or the provisions of our amended and restated bylaws if the Principal Stockholders cease to own, or no longer have the right to direct the vote of, at least 50% of the voting power of our common stock.

In addition, while we have opted out of Section 203 of the DGCL, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

• prior to such time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

• at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least two-thirds of our outstanding voting stock that is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset or stock sale or other transaction provided for or through us resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is generally defined as a person who owns 15% or more of our outstanding voting stock and the affiliates and associates of such person. For purposes of this provision, “voting stock” means any class or series of stock entitled to vote generally in the election of directors. Our amended and restated certificate of incorporation will provide that the Principal Stockholders, their affiliates and any of their direct or indirect designated transferees and any group of which such persons are a party do not constitute “interested stockholders” for purposes of this provision.

Under certain circumstances, this provision will make it more difficult for a person who qualifies as an “interested stockholder” to effect certain business combinations with us for a three-year period. This provision may encourage companies interested in acquiring us to negotiate in advance with our board of directors in order to avoid the stockholder approval requirement if our board of directors approves either the business combination or the transaction that results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions that our stockholders may otherwise deem to be in their best interests. See “Description of Capital Stock.”

These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you desire.

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Our amended and restated certificate of incorporation will provide that the Court of Chancery of the State of Delaware or federal district courts of the United States will be the sole and exclusive forum for certain types of lawsuits, which could limit our stockholders’ abilities to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation will require, to the fullest extent permitted by law, that, unless we consent in writing to the selection of an alternative forum (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or the amended and restated certificate of incorporation or the amended and restated bylaws (as either may be amended and/or restated from time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim against us governed by the internal affairs doctrine will have to be brought only in the Court of Chancery in the State of Delaware (or the federal district court for the District of Delaware or other state courts of the State of Delaware if the Court of Chancery in the State of Delaware does not have jurisdiction). The amended and restated certificate of incorporation will also require that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; however, there is uncertainty as to whether a court would enforce such provision, and investors cannot waive compliance with federal securities laws and the rules and regulations thereunder. Although we believe these provisions benefit us by providing increased consistency in the application of applicable law in the types of lawsuits to which they apply, the provisions may have the effect of discouraging lawsuits against our directors and officers. These provisions would not apply to any suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

General Risks

Current and future litigation against us, which may arise in the ordinary course of our business, could be costly and time consuming to defend.

We are subject to claims that arise in the ordinary course of business, such as claims brought by our clients in connection with commercial disputes, employment claims made by our current or former employees, or claims brought by third-parties for failure to adequately protect their personal data. Third parties may in the future assert intellectual property rights to technologies that are important to our business and demand back royalties or demand that we license their technology. Litigation may result in substantial costs and may divert management’s attention and resources, which may seriously harm our business, overall financial condition and operating results. Insurance may not cover such claims, may not be sufficient for one or more of such claims and may not continue to be available on terms acceptable to us. A claim brought against us that is uninsured or underinsured could result in unanticipated costs, negatively affecting our business, financial condition and results of operations.

Our insurance coverage may not be sufficient to avoid material impact on our financial position resulting from claims or liabilities against us, and we may not be able to obtain insurance coverage in the future.

We maintain insurance coverage for protection against many risks of liability, including professional errors and omissions, breach of fiduciary duty, and cybersecurity risks. The extent of our insurance coverage is under continuous review and is modified as we deem it necessary. Despite this insurance, it is possible that claims or liabilities against us may not be fully insured, or our insurance carriers may contest coverage, which could have a material adverse impact on our financial position or results of operations. In addition, we may not be able to obtain any insurance coverage, or adequate insurance coverage, when our existing insurance coverage expires.

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If securities or industry analysts do not publish or cease publishing research or reports about us, or if they issue unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will depend in part on the research and reports that third-party securities analysts publish about us and our industry. One or more analysts could downgrade our common stock or issue other negative commentary about us or our industry. In addition, we may be unable or slow to attract research coverage. Alternatively, if one or more of these analysts cease coverage of us, we could lose visibility in the market. As a result of one or more of these factors, the trading price of our common stock could decline.

Becoming a public company will increase our compliance costs significantly and require the expansion and enhancement of a variety of financial and management control systems and infrastructure and the hiring of significant additional qualified personnel.

Prior to this offering, we have not been subject to the reporting requirements of the Exchange Act, or the other rules and regulations of the SEC, or any securities exchange relating to public companies. We are working with our legal, independent accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include financial planning and analysis, tax, corporate governance, accounting policies and procedures, internal controls, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, significant changes in these and other areas. However, the expenses that will be required in order to adequately prepare for being a public company could be material. Compliance with the various reporting and other requirements applicable to public companies will also require considerable time and attention of management and will also require us to successfully hire and integrate a significant number of additional qualified personnel into our existing finance, legal, human resources and operations departments.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect or financial reporting standards or interpretations change, our results of operations could be adversely affected.

The preparation of financial statements in conformity with generally accepted accounting principles in GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include the estimated variable consideration included in the transaction price in our contracts with clients and equity-based compensation. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the trading price of our common stock.

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USE OF PROCEEDS

We estimate that the net proceeds to us from our sale of shares in this offering will be approximately $674.0 million, based on the assumed initial public offering price of $16.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and estimated offering expenses payable by us. If the underwriters exercise their option to purchase additional shares in full, we estimate that the net proceeds to be received by us will be approximately $776.1 million after deducting underwriting discounts and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $42.5 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us. Each increase (decrease) of 1.0 million shares in the number of shares sold in this offering by us, as set forth on the cover page of this prospectus, would increase (decrease) the net proceeds to us from this offering by approximately $15.1 million, assuming an initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us. The information discussed above is illustrative only and will adjust based on the actual initial public offering price and other terms of this offering determined at pricing.

We intend to use the net proceeds from this offering as follows:

• first, to repay all outstanding borrowings of $140.0 million under the Revolving Credit Facility plus related fees and accrued interest; and

• the remainder to pay down outstanding borrowings under the First Lien Term Loan Facility, which assuming an initial public offering price of $16.00 per share, is $534.0 million.

The First Lien Term Loan Facility bears interest at a rate of, at our discretion and subject to certain exceptions either (i) an adjusted LIBOR + 4.00% or (ii) 3.00% plus the higher of (x) federal funds rate plus 1/2 of 1%, (y) the rate of interest reported by the Wall Street Journal, and (z) an adjusted LIBOR plus 1% base rate plus applicable rate, and is scheduled to mature on January 8, 2027. The Revolving Credit Facility bears interest at a rate of, at our discretion and subject to certain exceptions either (i) an adjusted LIBOR + 4.00%, 3.75% or 3.50% subject to the ratio of First Lien Net Leverage, which such levels shall be reduced by another 0.25% upon the consummation of this offering or (ii) 3.00%, 2.75%, or 2.50% subject to the ratio of First Lien Net Leverage, which such levels shall be reduced by another 0.25% upon the consummation of this offering plus the higher of (x) federal funds rate plus 1/2 of 1%, (y) the rate of interest reported by the Wall Street Journal, and (z) an adjusted LIBOR plus 1% base rate plus applicable rate, and is scheduled to mature on July 13, 2026. We incurred the outstanding borrowings under the Revolving Credit Facility to fund the VeraSci acquisition. See “Description of Certain Indebtedness” for more information about our First Lien Facilities.

Certain of the underwriters and/or their respective affiliates are lenders under the Revolving Credit Facility and the First Lien Term Loan Facility and, as a result, will receive a portion of the net proceeds from this offering that we intend to allocate to the repayment of such borrowings. See “Underwriting.”

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of March 31, 2021:

• on an actual basis; and

• on an as adjusted basis, to give effect to the (i) Distribution, as described under “Prospectus Summary—Distribution”, (ii) filing and effectiveness of our amended and restated certificate of incorporation and amended and restated bylaws, (iii) the consummation of the Refinancing Transactions related to $200.0 million of term loans and $140.0 million of borrowings under our Revolving Credit Facility to fund the VeraSci acquisition and fees and expenses related thereto, (iv) the sale and issuance by us of 45,000,000 shares of our common stock in this offering at an assumed public offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus after deducting the underwriting discounts and commissions and estimated offering expenses payable by us and (v) the application of the net proceeds from this offering as described in “Use of Proceeds”.

The information below is illustrative only and our capitalization following the closing of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at the pricing of this offering. You should read this information in conjunction with the sections titled “Use of Proceeds,” “Prospectus Summary—Summary Consolidated Financial and Operating Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the accompanying notes thereto included elsewhere in this prospectus.

	As of March 31, 2021
	Actual			As Adjusted(4)(5)
	(dollars in thousands)
Cash and cash equivalents(1)	$	174,988		$	511,748
Long-term debt, including current maturities:
First Lien Term Loan Facility(2)	$	1,062,348		$	728,345
Second Lien Term Loan Facility		345,000			345,000
Unamortized discount and issuance costs		(41,314	)		(30,263	)
Revolving Credit Facility(3)		—			—
Total debt		1,366,034			1,043,082
Stockholders’ equity (deficit):
Common stock; $0.01 par value; 1,000,000,000 shares authorized, 333,262,731 shares issued and outstanding, actual; 2,000,000,000 shares authorized, 378,262,731 shares issued and outstanding, as adjusted		3,333			3,783
Additional paid-in capital		2,031,640			2,705,193
Retained (deficit) earnings		(115,898	)		(130,189	)
Accumulated other comprehensive loss		(254	)		(254	)
Treasury stock at cost; no shares outstanding, actual; no shares outstanding, as adjusted		—			—
Total stockholders’ (deficit) equity		1,918,821			2,578,533
Total capitalization	$	3,284,855		$	3,621,615

(1) As of June 30, 2021, we had cash and cash equivalents of $55.1 million, after using $36.0 million of cash on hand to fund the Avoca acquisition and $80.0 million of cash on hand to fund the Intrinsic acquisition. As adjusted cash and cash equivalents does not give effect to $340.0 million of cash used to fund the VeraSci acquisition or cash to repay accrued and unpaid interest in connection with the repayment of the indebtedness described in “Use of Proceeds”.

(2) On July 20, 2021 we entered into the Third Amendment which, among other things, provided for an additional $200.0 million of term loans as a fungible tranche with the then existing first lien term loans, which were used to fund the VeraSci acquisition.

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(3) As of March 31, 2021, we had no borrowings outstanding and $125.0 million of available borrowing capacity under our Revolving Credit Facility. Subsequent to March 31, 2021, we entered into the Second Amendment which, among other things, increased our borrowing capacity under the Revolving Credit Facility to up to $250.0 million. $140.0 million of borrowings under the Revolving Credit Facility were used to fund the VeraSci acquisition. As of March 31, 2021, on an as adjusted basis, we had $250.0 million of available borrowing capacity.

(4) Besides the items under “Long-term debt, including current maturities”, the as adjusted items do not reflect the acquisition of VeraSci, which was consummated on July 20, 2021. As adjusted cash and cash equivalents does not give effect to $340.0 million of cash used to fund the VeraSci acquisition.

(5) Each $1.00 increase (decrease) in the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of each of additional paid-in-capital, total stockholders’ equity and total capitalization and decrease (increase) the First Lien Term Loan Facility and total debt by $42.5 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares sold in this offering by us, as set forth on the cover page of this prospectus, would increase (decrease) the as adjusted amount of each of additional paid-in-capital, total stockholders’ equity and total capitalization and decrease (increase) the First Lien Term Loan Facility and total debt by $15.1 million, assuming the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us.

The number of shares outstanding excludes:

• 37,918,905 additional shares of common stock reserved for future issuance under our 2021 Plan, as well as any shares that become issuable pursuant to the provisions in the 2021 Plan that automatically increase the share reserve under the 2021 Plan; and

• 3,791,891 shares of our common stock that will become available for future issuance under our ESPP (as defined herein), which will become effective in connection with the completion of this offering, as well as any shares that become issuable pursuant to provisions in the ESPP that automatically increase the share reserve under the ESPP.

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DIVIDEND POLICY

We have never declared or paid any cash dividends on our share capital. We currently intend to retain any future earnings to fund the development and expansion of our business and, therefore, we do not anticipate paying cash dividends on our share capital in the foreseeable future. Any future determination to pay dividends will be at the discretion of our board of directors and will depend on our results of operations, financial condition, capital requirements, contractual restrictions and other factors deemed relevant by our board of directors. In addition, because we are a holding company and have no direct operations, we will only be able to pay dividends from funds we receive from our subsidiaries. Accordingly, our ability to pay dividends to our shareholders is dependent on the earnings and distributions of funds from our subsidiaries. In addition, the covenants in the agreements governing our existing indebtedness, including the Credit Facilities, significantly restrict, and the terms of any future debt or preferred securities may further restrict, the ability of our subsidiaries to pay dividends or otherwise transfer assets to us, which in turn limits our ability to pay dividends on our common stock. See “Description of Certain Indebtedness” and “Risk Factors—Risks Relating to Our Common Stock and this Offering—We currently do not intend to declare dividends on our common stock in the foreseeable future and, as a result, your returns on your investment may depend solely on the appreciation of our common stock.”

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DILUTION

If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the amount per share paid by purchasers of shares of our common stock in this initial public offering and the as adjusted net tangible book value per share of our common stock immediately after this offering.

As of March 31, 2021, our historical net tangible book deficit was $(1,448.0) million, or $(4.34) per share of common stock. Historical net tangible book deficit per share represents our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of March 31, 2021.

After giving effect to (i) the Distribution, (ii) the filing and effectiveness of our amended and restated certificate of incorporation and (iii) our sale of 45,000,000 shares of our common stock in this offering at an assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of March 31, 2021 would have been approximately $(788.3) million, or $(2.08) per share. This represents an immediate increase in as adjusted net tangible book value of $2.26 per share to our existing stockholders and an immediate dilution in as adjusted net tangible book value of approximately $18.08 per share to new investors purchasing shares of our common stock in this offering. Dilution in as adjusted net tangible book value (deficit) represents the difference between the price per share paid by investors in this offering and our net tangible book value per share of immediately after the offering.

The following table illustrates this dilution on a per share basis to investors in this offering:

Assumed initial public offering price per share of common stock				$	16.00
Historical net tangible book deficit per share as of March 31, 2021	$	(4.34	)
Increase in net tangible book value per share attributable to the Distribution and new investors purchasing common stock in this offering	$	2.26
As adjusted net tangible book value per share				$	(2.08	)
Dilution per share to new investors in this offering				$	18.08

Each $1.00 increase (decrease) in the assumed initial offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our as adjusted net tangible book value by $42.5 million, or $0.11 per share, and the dilution per common share to new investors in this offering by $0.11 per share, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and estimated offering expenses payable by us. An increase of 1.0 million shares in the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, would increase the as adjusted net tangible book value per share by $0.05 and decrease the dilution per share to new investors by $0.05, assuming no change in the assumed initial public offering price and after deducting estimated underwriting discounts and estimated offering expenses payable by us. A decrease of 1.0 million shares in the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, would decrease the as adjusted net tangible book value per share by $0.05 and increase the dilution per share to new investors by $0.05, assuming no change in the assumed initial public offering price and after deducting underwriting discounts and estimated offering expenses payable by us.

If the underwriters exercise their option to purchase additional shares in full, the as adjusted net tangible book value per share of our common stock after giving effect to this offering would be $(1.79) per share, and the dilution in net tangible book value per share to investors in this offering would be $17.79 per share.

The following table summarizes, on an as adjusted basis as of March 31, 2021, after giving effect to the adjustments described above, the difference among existing stockholders and new investors purchasing shares of

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our common stock in this offering with respect to the number of shares purchased from us, the total consideration paid to us and the average price per share paid by our existing stockholders or to be paid by investors purchasing shares in this offering at the initial public offering price of $16.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

	Shares Purchased					Total Consideration					Average Price Per Share
	Number		Percent			Amount		Percent
Existing stockholders		333,262,731		88	%	$	2,034,973,000		74	%	$	6.11
New investors		45,000,000		12			720,000,000		26		$	16.00
Total		378,262,731		100	%	$	2,754,973,000		100	%	$	7.28

Each $1.00 increase (decrease) in the assumed initial public offering price of $16.00 per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors by $45.0 million and total consideration paid by all stockholders and average price per share paid by all stockholders by $45.0 million and $0.12 per share, respectively, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. An increase (decrease) of 1.0 million shares in the number of shares offered by us, as set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors by $16.0 million and total consideration paid by all stockholders and average price per share paid by all stockholders by $16.0 million and $0.02 per share, respectively, assuming the assumed initial public offering price remains the same.

The above assumes the underwriters do not exercise their option to purchase additional shares in this offering. If the underwriters fully exercise their option to purchase 6,750,000 additional shares of our common stock in this offering, the as adjusted net tangible book value per share would be $(1.65) per share and the dilution to new investors in this offering would be $17.65 per share. If the underwriters fully exercise their option to purchase additional shares, the number of shares held by new investors will increase to 51,750,000 shares of our common stock, or approximately 13% of the total number of shares of our common stock outstanding after this offering.

The information presented in the tables and discussions above excludes:

• 37,918,905 additional shares of common stock reserved for future issuance under our 2021 Plan, as well as any shares that become issuable pursuant to the provisions in the 2021 Plan that automatically increase the share reserve under the 2021 Plan; and

• 3,791,891 shares of our common stock that will become available for future issuance under our ESPP (as defined herein), which will become effective in connection with the completion of this offering, as well as any shares that become issuable pursuant to provisions in the ESPP that automatically increase the share reserve under the ESPP.

To the extent any options are granted and exercised in the future, there may be additional economic dilution to new investors.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with “Prospectus Summary—Summary Consolidated Financial and Operating Data,” and our consolidated financial statements and the related notes thereto and our unaudited condensed consolidated financial statements and the related notes thereto all included elsewhere in this prospectus. The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity, and capital resources, and all other non-historical statements in this discussion are forward-looking statements and are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this prospectus.

The following discussion and analysis presents operations, cash flows and stockholders’ equity for two periods: Predecessor and Successor, which relate to the period preceding the Transaction and the period succeeding the Transaction, respectively. The Company refers to the operations of WCG Clinical, Inc. and subsidiaries for both the Predecessor and Successor periods. See “Basis of Presentation.”

Overview

We believe we are a leading provider of clinical trial solutions, focused on providing solutions that are designed to measurably improve the quality and efficiency of clinical research, stimulate growth and foster compliance. Our transformational solutions enable biopharmaceutical companies, CROs, and institutions to accelerate the delivery of new treatments and therapies to patients, while maintaining the highest standards of human protection. We leverage our differentiated strategic position at the center of the clinical trial ecosystem to provide new types of technology-enabled solutions to all stakeholders involved, with the aim to address the key critical pain points throughout the clinical trial process. We operate in two segments: the ER segment and the CTS segment. The ER segment accounted for 48% of our revenues and the CTS segment accounted for the remaining 52% of our revenues for the three months ended March 31, 2021. The ER segment accounted for 52% of our revenues and the CTS segment accounted for the remaining 48% of our revenues for the year ended December 31, 2020.

Ethical Review: The ER segment provides technology-enabled compliance services that assure the protection of the human participants who participate in clinical trials. Federal regulations mandate that clinical trial sponsors (e.g. biopharmaceutical companies) submit to a qualified IRB specific documents related to the conduct of the clinical trial. The IRB is an independent committee established to review and approve research involving human participants in the trial. The primary purpose of the IRB is to protect the rights and welfare of the human subjects. The IRB has the authority to approve, require modifications in (to secure approval), or disapprove clinical trials. The IRB is responsible for reviewing the following:

• Trial Protocol—which describes the objectives and methods/procedures which must be followed in the conduct of the trial;

• Investigators—licensed and qualified clinicians who will conduct the trial on behalf of the sponsor; and

• Participant Informed Consent—the informed consent form consists of two parts: the information sheet which describes in lay terms the risks and benefits to the participant associated with participation in the trial, and the consent certificate which documents that understanding.

Clinical Trial Solutions: The CTS segment provides specialized services around the administration, conduct and optimization of clinical trials enabled by a variety of integrated technology-enabled solutions. These solutions include specialty clinical consulting services and proprietary software which provide integrated, end-to-end support of various steps of the clinical trial process that have been designed to optimize efficiency.

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The primary solutions within the CTS segment include:

• WCG Study Planning & Site Optimization (SP&SO) solutions provide sites and sponsors with integrated, turnkey services to identify, activate, and benchmark sites through deep scientific and clinical expertise and proprietary insights;

• WCG Patient Engagement solutions rely on data-driven tools and high-touch on-site Clinical research coordinators to precisely identify, recruit and retain the right patients, as well as rater training and eCOA solutions to enable trials that rely on subjective endpoints; and

• WCG Scientific & Regulatory Review solutions provide services that offer an integrated solution based on scientific expertise and safety services and technology, supporting strong compliance and reporting.

During 2020, we supported a high volume of COVID-19 clinical trials, ultimately aiding in vaccine development. As such, despite the COVID-19 pandemic, we still experienced improved results in each of our segments.

Key Factors Affecting Performance

We believe that the growth of and future success of our business depends on many factors. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address to sustain our growth and improve results of operations.

Growing Bookings, Backlog and Client Engagements

Our future operating results depend, in part, on our ability to grow our client engagements through expanding our solution capabilities, cross-selling our existing clients additional solutions and contracting with new, emerging clients. We monitor three key performance indicators to evaluate our visibility into anticipated revenue: bookings, backlog and client engagements.

• Bookings: Our bookings represent the dollar value of all new signed contracts, purchase orders, and site notifications of required ethical review services during a period. Bookings vary from period to period depending on numerous factors, including the overall health of the biopharmaceutical industry, regulatory developments, industry consolidation, and sales performance. See “Risk Factors—Risks Related to Our Business—Our bookings and client engagements might not accurately predict our future revenue, and we might not realize all or any part of the anticipated revenues reflected in our bookings and client engagements.”

	Predecessor										Successor
	Quarter ended								Year ended December 31, 2019		Quarter ended								Year ended December 31, 2020		Quarter ended March 31, 2021
(in thousands)	March 31, 2019		June 30, 2019		September 30, 2019		December 31, 2019				March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020
Bookings	$	121,860	$	145,728	$	144,134	$	143,472	$	555,194	$	171,787	$	149,498	$	148,501	$	152,037	$	621,823	$	266,190

Bookings performance in the first quarter of 2021 was positively impacted by strong results in all product lines with patient recruitment, scientific and regulatory services, solutions for clinical trial sites, and Ethical Review all posting strong growth over the first quarter of 2020. Bookings quarter-over-quarter reflected the strong results of operations from the expansion of our solution capabilities. Bookings were additionally catalyzed with our considerable investment in a high-level team of clinical experts who are engaged in executive solution selling with WCG’s key clients. Growth in bookings year-over-year for the second, third and fourth quarters of 2020 was both positively and negatively impacted by COVID-19, as we were engaged to support COVID-19 studies in each of our operating segments, while clinical trials for non-critical procedures were halted or delayed

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due to COVID-19 related lockdowns. As such, we saw growth in bookings year-over-year in these quarters, although at a lesser rate than the growth in the first quarter of 2020.

• Backlog: Our backlog represents the dollar value of all unsatisfied performance obligations at a point in time as well as revenue expected to be recognized in the next twelve months from IRB recurring services. Bookings and revenue recognition vary from period to period depending on numerous factors and therefore ending backlog may vary from period to period. Our ending backlog might not accurately reflect our future revenue, and we might not realize all or any part of the anticipated revenue in our ending backlog.

	Successor		Predecessor
	Year Ended December 31,
(in thousands)	2020		2019
Backlog	$	701,720	$	595,526

Backlog growth from 2019 and 2020 was predominantly driven by the strong bookings growth in 2020 along with the backlog that was acquired with the purchase of Trifecta.

• Client engagements: Our client engagements represent the number of all active client contracts as of a period end, between WCG and a CRO, clinical research site, partner organization or biopharmaceutical sponsor, through which WCG delivered value in exchange for direct remuneration or established or supported the contractual frameworks for the delivery of WCG solutions. See “Risk Factors—Risks Related to Our Business—Our bookings, backlog and client engagements might not accurately predict our future revenue, and we might not realize all or any part of the anticipated revenue reflected in our bookings, backlog and client engagements.”

	Predecessor								Successor
	As of
	March 31, 2019		June 30, 2019		September 30, 2019		December 31, 2019		March 31, 2020		June 30, 2020		September 30, 2020		December 31, 2020		March 31, 2021
Client engagements		9,432		9,872		10,370		10,782		11,075		11,674		12,246		12,706		13,441

Because our level of client engagements is directly proportional to the interest level in WCG solutions, that interest has grown with the number of service offerings we provide. Moreover, our strategy over the past few years to more closely engage with clinical research sites (of which there are thousands in the United States) has also provided us more opportunity to expand the reach of WCG in the industry and, in turn, expand our client engagements.

Investments in Growth

We have invested and intend to continue to invest in expanding the breadth and depth of our solutions, including through acquisitions and global expansion. We expect to continue to invest (i) in specialized clinical talent to expand our ability to deliver solutions to continue to improve clinical trials; (ii) in sales and marketing to promote our solutions to new and existing customers and in existing and expanded geographies; (iii) in research and development to support existing solutions and innovate new technology; and (iv) in other operational and administrative functions to support our expected growth. We expect that our headcount will increase over time and also expect our total operating expenses will continue to increase over time, albeit, at a rate lower than expected revenue growth in the long term.

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Components of Results of Operations

Revenues

Our revenues consist of fees for the review of clinical research trial protocols, technology-enabled specialty clinical consulting services which support various steps of the clinical trial process, and fees for software licenses and hosted software applications which support the conduct of effective clinical trials. The following describes the nature of our primary types of revenues and the revenue recognition policies as they pertain to the types of transactions we enter into with our clients.

• ER Segment: We recognize revenue under the ER segment through services satisfied at points in time associated with the review of clinical research trial protocols, including initial and continuing review of protocols, initial and continuing review of investigators, and other reviews associated with research trials. Our ER segment also separately provides a hosted software application to its clients on a subscription basis for research management and trial submissions.

• Ethical Review Services: We recognize revenue associated with the review of research protocols when the client has taken control, and the performance obligation of review is satisfied, which is when delivery of the certificate of action has been issued and provided to the client.

• Software Hosting: Revenues from software hosting or SaaS arrangements are recognized ratably over the contractual term of the contract as the client has the right to continuous use of software at any time throughout the term, simultaneously receiving and consuming the benefits of the SaaS arrangement as it is provided. Further, while the client has the right to continuous use of the software provided, the contractual right to take possession of the source code is not included within the contractual terms. The output method that accurately depicts the transfer of control was determined to be the ratable delivery of accessibility to the client.

• CTS Segment: We recognize revenue under the CTS segment through specialized services provided for the administration, conduct and optimization of clinical trials enabled by a variety of integrated technology-enabled solutions. These solutions include specialty clinical consulting services and proprietary software which provide integrated, end-to-end support of various steps of the clinical trial process that have been designed to optimize efficiency.

• Clinical Consulting Services: Our primary clinical consulting service offerings include study planning, site identification and activation, including contracting and budgeting, site optimization through benchmarking and analytics, patient enrollment and retention services, clinical rater and patient training and assessments, specialized biostatistical analysis and endpoint adjudication, research management and independent expert reviews of clinical endpoints and safety data.

Clinical consulting services are provided on a time-and-material basis, as a fixed-price contract or as a fixed-price per measure of output contract and the contract terms range from less than one year to over five years. The performance obligation of clinical consulting services is satisfied over time because the client simultaneously receives and consumes the benefits provided as the services are performed.

Some of these services are enabled by proprietary technology as discussed below.

• Software Licenses and Hosting: Our software license offerings include clinical management and support software that contain many of our data analysis platform, learning modules and integration software for clients to track and maintain data for their clinical trials and to deliver trial safety documents. Many of these offerings can be delivered entirely or partially through SaaS or cloud delivery models, while others are delivered as on-premise software licenses.

Revenue from on-premise software licenses, whereby the client has the right to take contractual possession of the software, are recognized at the point in time when the software is delivered, and control has transferred to the client. Revenue from software hosting or SaaS arrangements is recognized ratably over the contractual term of the contract, as the client has the right to

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continuous use of the software at any time throughout the term, simultaneously receiving and consuming the benefits of the SaaS arrangement as it is provided. In software hosting arrangements, the rights provided to the client (e.g., license rights, contract termination provisions and the ability of the client to operate the software on its own in the case of an on-premise license agreement) are considered in determining whether the arrangement includes a license. In arrangements that include a software license, the associated license revenue is recognized at the point in time the software license has significant standalone value and the functionality of the license is not expected to substantively change due to ongoing activities.

We also separately provide software services that include configuration, maintenance and support, training and consulting. Revenue is recognized as services are performed, measured on a proportional-performance basis, using either input or output methods that are specific to the service provided.

• Other Revenues: Other revenues include newsletter subscriptions, market research reports, and other professional education materials. Subscription revenue is recognized over the term of the subscription or contract period. The output method based on the passage of time or progress based on volume of activities accurately depicts the transfer of control. Revenue from products sold on a one-off basis is recognized at the point of sale, when the client obtains control of the product.

Cost of Revenues (exclusive of depreciation and amortization)

Cost of revenues, excluding depreciation and amortization (referred to as “cost of revenues”), consists primarily of payroll, employee related expenses, site services, client reimbursable expenses, rent, review board fees, equity-based compensation and overhead directly attributable to the delivery of services and goods. This amount includes the direct labor costs used to provide our services. Cost of revenues do not include indirect expenses such as advertising, sales commissions, and other expenses that cannot be directly attributed to the goods or services we provide. We expect to add or expand service providers, make additional investments or add resources to support growth.

Operating Expenses

• Selling, general and administrative expenses: Selling, general and administrative expenses (“SG&A”) consist of non-revenue producing employee-related expenses, including payroll, sales commissions and equity-based compensation, associated with our executive, legal, finance, human resources, and other administrative functions. SG&A expense also includes professional fees for external legal, accounting and other consulting services, overhead costs, impairment of intangible assets, lease abandonment charges and other general operating expenses.

• We expect to increase the size of our general and administrative staff to support the anticipated growth of our business. Following the completion of this offering, we expect to incur additional expenses as a result of operating as a public company. These costs include the costs of complying with the rules and regulations applicable to companies listed on a U.S. securities exchange and costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC, including third party and internal resources related to accounting, auditing, SOX compliance, legal, and investor and public relations expenses. In addition, as a public company, we expect to incur increased expenses such as insurance and professional services. As a result, we expect the dollar amount of our SG&A expense to increase for the foreseeable future.

• Upon the completion of this offering, we will recognize a non-cash, one-time charge to stock-based compensation expense of $12.9 million, which we expect to book the in the first quarter of 2022, in connection with the acceleration of the performance condition of certain unvested profit interests; provided the holders provide continuous service through the six-month anniversary of this offering. See “Executive and Director Compensation—Equity Compensation.” Additionally, subsequent to March 31, 2021, the Company reassessed the fair value of common stock granted during February 2021 and April 2021 in relation to its anticipated IPO price range. In aggregate, the total stock-based compensation expense expected to be recognized in relation to the aforementioned awards is approximately $136.9 million, which is an increase of $97.8 million from the original estimate of

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$39.1 million, which is expected to be recognized, net of estimated forfeitures, over a requisite service period of approximately five years. See “—Critical Accounting Policies and Estimates—Initial Offering Price and Stock Options Granted Subsequent to December 31, 2020.”

• Depreciation and amortization: Depreciation and amortization consists of depreciation of property and equipment and amortization of leasehold improvements, intangible assets and internal-use software.

• Acquisition-related expenses: Acquisition-related expenses consist of transaction costs such as third-party advisory fees, legal expenses, and related costs incurred with acquisitions; expenses related to contingent consideration related to acquisitions; synergy expenses; restructuring & integration costs; and seller transaction costs.

Other Expense

• Interest Expense: Interest expense consists primarily of interest expense associated with our term loans, including amortization of debt issuance costs and issuance discounts.

• Other expenses: Other expenses consist of miscellaneous non-operating expenses primarily comprised of litigation settlements and foreign exchange transaction gains and losses.

Factors Affecting Results of Operations and Comparability

Acquisitions-related Activities

Change in Control Transaction:

On January 8, 2020, (the “effective date”), Da Vinci Purchaser Corp purchased all of the equity interests of WCG Holding IV Inc. and WCG Market Intelligence & Insights Inc. from WCG Holding IV LLC for total consideration of $3.2 billion (the “Transaction”). The Transaction was accounted for using the acquisition method of accounting, and the Successor financial statements reflect a new basis in the net assets acquired, measured at fair value on the effective date. See “Basis of Presentation.” As a result of the application of the acquisition method of accounting on the effective date, the financial statements for the Predecessor and Successor periods are presented on a different basis and are, therefore, not comparable. In connection with the Transaction, we recorded $1.6 billion of goodwill and $1.8 billion of intangible assets. As a result of the increase in intangible assets, amortization increased $132.9 million from the year ended December 31, 2019 to the year ended December 31, 2020. The goodwill recorded is not deductible for income tax purposes.

Concurrent with the closing of the Transaction, we issued $920.0 million of term loans under the First Lien Term Loan Facility and $345.0 million of term loans issued under the Second Lien Term Loan Facility. As part of the closing of the Transaction, all outstanding obligations under the Predecessor first lien credit facility and the Predecessor second lien credit facility were repaid.

We determined that the operational activities from January 1, 2020 through the close of the Transaction on January 8, 2020 were immaterial to the financial statements for the year ended December 31, 2020 and the three months ended March 31, 2020, and do not result in material differences in the amounts recognized on the consolidated balance sheet, consolidated statement of operations, or consolidated statement of cash flows. In light of the proximity of the effective date to the start of our January accounting period (i.e. only four business days from January 1, 2020 to the effective date, during which the Predecessor did not have material operations), we elected to present the activities from January 1, 2020 through January 7, 2020 in the Successor period (including the year ended December 31, 2020 and the three months ended March 31, 2020).

We expensed all transaction costs as incurred, which are included in acquisition-related expenses in the consolidated statements of operations, with the exception of certain expenses resulting from the change of control. For the Successor period, the Successor incurred $11.8 million of transaction costs. For the Predecessor period, the Predecessor incurred transaction costs of $10.2 million. See Note 1 to our consolidated financial statements appearing elsewhere in this prospectus.

Trifecta Acquisition: On November 1, 2020, we acquired Trifecta, which is a technology-enabled clinical trial solution company with its major asset being the comprehensive site communication platform. In connection

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with the Trifecta acquisition, we recorded $137.9 million of net assets acquired, $65.9 million of intangible assets subject to amortization, and $63.6 million of goodwill as of the acquisition date November 1, 2020. Net loss attributable to Trifecta from the acquisition date of November 1, 2020 to December 31, 2020 is $1.8 million. We incurred $0.9 million of transaction costs, primarily consisting of legal and advisory fees, associated with the Trifecta acquisition in the year ended December 31, 2020 and the costs were included in general and administrative expenses in the consolidated statements of operations. We also incurred costs for the issuance of debt, which were capitalized as debt issuance costs as of the acquisition date in the amount of $4.0 million. See Note 3 to our consolidated financial statements appearing elsewhere in this prospectus.

Avoca Acquisition: On April 1, 2021, we acquired Avoca, a life sciences solutions firm dedicated to improving quality and compliance in clinical trials. The Avoca Quality Consortium (AQC^®) is comprised of leading pharma, biotech, CRO, site, and clinical service provider companies with the shared objective of elevating clinical trial quality and bringing key stakeholders in the clinical trials process into greater alignment. In connection with the Avoca acquisition, the total purchase price was $44.0 million, of which $36.0 million was paid in cash and $8.0 million of membership interests in the Parent were granted at fair value as equity consideration. In addition, the sellers and certain participating Avoca employees have the opportunity to earn an additional $12.0 million in the aggregate by achieving certain future EBITDA targets. The acquisition of Avoca does not constitute a material business combination. See Note 17 to our consolidated financial statements appearing elsewhere in this prospectus.

Intrinsic Acquisition: On June 1, 2021, we acquired Intrinsic, a comprehensive medical imaging and cardiac safety core lab services firm. Intrinsic provides these services to customers in support of clinical trials across all therapeutic areas and device and software validation studies, including but not limited to advisory services, consulting services, data acquisition, data centralization and harmonization, data analysis, quality control, data processing, data review, data transfer, query management and reader management and oversight. In connection with the Intrinsic transaction, the total purchase price was $80.0 million which was funded entirely by the Company’s cash on hand. In addition, certain participating Intrinsic management team members have the opportunity to earn an additional $12.1 million in the aggregate by achieving certain future EBITDA targets. The Company is in the process of determining the purchase price valuation, and the allocation of the purchase price has not yet been completed. The acquisition of Intrinsic does not constitute a material business combination. See Note 17 of our condensed consolidated financial statements appearing elsewhere in this prospectus.

VeraSci Acquisition: On July 20, 2021, we completed the acquisition of “VeraSci”, a provider of innovative solutions that improve data quality in clinical trials, including endpoint and assessment services, rater training and certification, language services, and electronic clinical outcome assessment technology. We acquired all the outstanding shares of VeraSci for a purchase price of $330.0 million in cash, which was funded, along with transaction fees and expenses, by $200.0 million of term loan borrowings pursuant to the Third Amendment and $140.0 million of borrowings under our Revolving Credit Facility.

Impact of COVID-19

The continued spread of COVID-19 may adversely impact our business, financial condition or results of operations as a result of increased costs, negative impacts to our workforce or a sustained economic downturn. The extent to which the COVID-19 pandemic may impact our business in the future is highly uncertain and cannot be predicted. For example, revenue and bookings growth in 2020 was both positively and negatively impacted by COVID-19, as we were engaged to support COVID-19 studies in each of our operating segments, while clinical trials for non-critical procedures were halted or delayed due to COVID-19 related lockdowns, as further described below. In the first quarter of 2021, several COVID-19 vaccines were distributed within the markets with which we operate domestically and internationally. Consistent with the prior year, the impact of COVID-19 on our revenues and bookings was both positive and negative. In addition, a recession or a prolonged period of depressed economic activity related to COVID-19 and measures taken to mitigate its spread could have a material adverse effect on our business, financial condition and results of operations. Therefore, while we expect that this matter may impact our financial condition, results of operations, or cash flows, the extent of the financial impact and duration cannot be reasonably estimated at this time. See “Risk Factors—Risks Related to Our Business—Our business may be subject to risks arising from natural disasters and epidemic diseases, such as the recent COVID-19 pandemic.”

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Results of Operations

Three Months ended March 31, 2021 Compared to Three Months ended March 31, 2020 (Unaudited)

The following table summarizes our unaudited statements of operations data for the three months ended March 31, 2021 and 2020:

In Thousands	Three Months Ended March 31,						Change
	2021			2020			$			%
Revenues	$	137,642		$	103,499		$	34,143			33%
Cost of revenues (exclusive of depreciation and amortization)		51,561			37,264			14,297			38%
Operating expenses:
Selling, general and administrative expenses		28,602			21,245			7,357			35%
Depreciation and amortization		53,044			50,924			2,120			4%
Acquisition-related expenses		9,062			17,463			(8,401	)		(48)%
Total operating expenses		90,708			89,632			1,076			1%
Operating (loss) income		(4,627	)		(23,397	)		18,770			(80)%
Other expense:
Interest expense		21,735			22,794			(1,059	)		(5)%
Other expense (income)		25			(8	)		33			N/M
Total other expense		21,760			22,786			(1,026	)		(5)%
(Loss) income before income taxes		(26,387	)		(46,183	)		19,796			(43)%
Income tax benefit		(5,763	)		(16,091	)		10,328			(64)%
Net (loss) income	$	(20,624	)	$	(30,092	)	$	9,468			(31)%

N/M – not meaningful

Revenues

In Thousands	Three Months Ended March 31,				Change
	2021		2020		$		%
ER segment revenues	$	66,127	$	53,770	$	12,357		23	%
CTS segment revenues		71,515		49,729		21,786		44	%
Total revenues	$	137,642	$	103,499	$	34,143		33	%

Revenues increased by $34.1 million, or 33% to $137.6 million for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020. The increase in revenues was driven by both the continuation of COVID-19 studies that began in 2020 and an increase in volume of non-COVID-19 studies. Additionally, there was an increase of $9.6 million specifically related to the acquisition of Trifecta that occurred on November 1, 2020.

ER revenues increased by $12.4 million, or 23%, to $66.1 million for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020. The increase was primarily driven by an increase in volume related to COVID-19 studies.

CTS revenues increased $21.8 million, or 44%, to $71.5 million for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020. The increase was primarily driven by an increase in

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volume related to COVID-19 studies and COVID-19 vaccine support. The Company’s acquisition of Trifecta that occurred after March 31, 2020 also contributed to the increase in revenues between the disclosed periods.

Cost of Revenues (exclusive of depreciation and amortization)

In Thousands	Three Months Ended March 31,				Change
	2021		2020		$		%
ER segment cost of revenues	$	13,458	$	10,180	$	3,278		32	%
CTS segment cost of revenues		38,103		27,084		11,019		41	%
Total cost of revenues	$	51,561	$	37,264	$	14,297		38	%

Cost of revenues increased by $14.3 million, or 38%, to $51.6 million for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020. The increase in cost of revenues was driven primarily by an additional $5.0 million in wages and benefits costs and $5.7 million in additional site services costs to support the growth in revenue. Additionally, there was an increase in cost of revenues related to the Trifecta acquisition of $1.2 million.

Cost of revenues increased in the ER segment by $3.3 million, or 32%, to $13.5 million, primarily due to an additional $1.5 million in wages and benefits costs to support the growth in revenue in the segment.

Cost of revenues increased in the CTS segment by $11.0 million, or 41%, to $38.1 million, primarily due to a $2.9 million increase in wages and benefits costs to support the growth in revenues in the segment. Additionally, a $7.8 million increase in third-party contractors and a $0.4 million increase in various non-labor operating expenses and the additional cost of revenues from the 2020 acquisition of Trifecta also contributed to the overall increase in the segment’s cost of revenues.

Gross Profit (exclusive of depreciation and amortization)

In Thousands	Three Months Ended March 31,				Change
	2021		2020		$		%
ER gross profit	$	52,669	$	43,590	$	9,079		21	%
CTS gross profit		33,412		22,645		10,767		48	%

The Company’s single measure of segment profit (loss) is gross profit, exclusive of depreciation and amortization.

Gross profit increased in the ER segment by $9.1 million, or 21%, to $52.7 million, primarily due to increases in revenues of $12.4 million driven by an increase in volume related to COVID-19 studies offset by an increase in cost of revenues, primarily relating to an additional $1.5 million in wages and benefits costs to support the growth in revenue in the segment.

Gross profit increased in the CTS segment by $10.8 million, or 48%, to $33.4 million, primarily due to a $21.8 million increase in sales primarily due an increase in volume related to COVID-19 studies, vaccines support and inclusion of revenues from the Company’s acquisition of Trifecta. The increase in revenues was offset by an increase in cost of revenues due to a $2.9 million increase in wages and benefits costs to support the growth in revenues in the segment, a $7.8 million increase in third-party contractors, and a $0.4 million increase in various non-labor operating expenses and the additional cost of revenues from the 2020 acquisition of Trifecta.

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Selling, General and Administrative expenses

In Thousands	Three Months Ended March 31,				Change
	2021		2020		$		%
Selling, general and administrative expenses	$	28,602	$	21,245	$	7,357		35	%

Selling, general and administrative expenses increased by $7.4 million, or 35%, to $28.6 million for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020. The increase in selling, general and administrative expenses was driven primarily by an increase in wages and benefits for additional positions filled since the first quarter of 2020 to support overall growth of operations.

Depreciation and Amortization

In Thousands	Three Months Ended March 31,				Change
	2021		2020		$		%
Depreciation and amortization	$	53,044	$	50,924	$	2,120		4	%

Depreciation and amortization expenses increased by $2.1 million, or 4%, to $53.0 million for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020. The increase in depreciation and amortization was driven by an increase of $2.6 million in amortization expense and offset by a $0.5 million decrease in depreciation expense. The increase in amortization included a $3.0 million increase as a result of the Trifecta acquisition, offset by a $0.4 million decrease due to the abandonment of certain assets.

Acquisition-Related Expenses

In Thousands	Three Months Ended March 31,				Change
	2021		2020		$			%
Acquisition-related expenses	$	9,062	$	17,463	$	(8,401	)		(48	)%

Acquisition-related expenses decreased by $8.4 million, or 48%, to $9.1 million for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020. This decrease was primarily driven by transaction costs of $11.8 million incurred in the three months ended March 31, 2020 related to the Transaction. These decreases were partially offset by higher costs associated with acquisition related contingent consideration and incentives of $2.9 million.

Interest Expense

In Thousands	Three Months Ended March 31,				Change
	2021		2020		$			%
Interest Expense	$	21,735	$	22,794	$	(1,059	)		(5	)%

Interest expense decreased by $1.1 million, or 5%, to $21.7 million for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020. The decrease in interest expense between the three months ended March 31, 2021 and the three months ended March 31, 2020 was largely driven by a 0.87% decline in the interest rate on our First Lien Credit Facility between the two periods.

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Other Expense (Income)

In Thousands	Three Months Ended March 31,					Change
	2021		2020			$		%
Other Expense (Income)	$	25	$	(8	)	$	33		N/M

N/M – not meaningful

Other expenses increased by $0.03 million, from $0.01 million of other income to $0.03 million of Other expense for the three months ended March 31, 2021 as compared to the three months ended March 31, 2020.

Income Tax Benefit

In Thousands	Three Months Ended March 31,						Change
	2021			2020			$			%
Income Tax Benefit	$	(5,763	)	$	(16,091	)	$	(10,328	)		64	%

Income tax benefit decreased by $10.3 million, or 64% during the three months ended March 31, 2021 as compared to the three months ended March 31, 2020. This change in the income tax benefit was driven primarily by the change in pre-tax book loss which reduced the income tax benefit by $4.1 million and changes in tax-effected discrete items which reduced the income tax benefit by $5.4 million. The most notable of these tax-effected discrete items was a change in the tax rate for a net operating loss carryback that applied to 2020 but did not apply in 2021. The reduction in our effective tax rate reduced the income tax benefit by $0.8 million.

Year ended December 31, 2020 (Successor) Compared to Fiscal Year ended December 31, 2019 Period (Predecessor)

The following table summarizes our audited statements of operations data for the year ended December 31, 2020 and 2019:

In Thousands	Successor			Predecessor			Change
For the Years Ended December 31,	2020			2019			$			%
Revenues	$	463,441		$	412,846		$	50,595			12	%
Cost of Revenues (exclusive of depreciation and amortization)		169,131			157,686			11,445			7	%
Operating Expenses:
Selling, general and administrative expenses		90,036			90,397			(361	)		<1	%
Depreciation and amortization		205,697			64,602			141,095			218	%
Acquisition-related expenses		38,469			26,789			11,680			44	%
Total Operating Expenses		334,202			181,788			152,414			84	%
Operating (Loss) Income		(39,892	)		73,372			(113,264	)		(154	)%
Other Expenses:
Interest expense		91,310			55,415			35,895			65	%
Other expenses		2,976			43			2,933			6,821	%
Total Other Expenses		94,286			55,458			38,828			70	%
(Loss) Income Before Income Taxes		(134,178	)		17,914			(152,092	)		(849	)%
Income Tax Benefit		(38,904	)		(279	)		(38,625	)		N/M
Net (Loss) Income	$	(95,274	)	$	18,193		$	(113,467	)		(624	)%

N/M – not meaningful

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Revenues

In Thousands	Successor		Predecessor		Change
For the Years Ended December 31,	2020		2019		$		%
ER segment revenues	$	239,381	$	202,246	$	37,135		18	%
CTS segment revenues		224,060		210,600		13,460		6	%
Total revenues	$	463,441	$	412,846	$	50,595		12	%

Revenues increased by $50.6 million, or 12%, to $463.4 million for the year ended December 31, 2020 as compared to the year ended December 31, 2019. Revenue growth in 2020 was both positively and negatively impacted by COVID-19, as we were engaged to support COVID-19 studies in each of our operating segments, while clinical trials for non-critical procedures were halted or delayed due to COVID-19 related lockdowns. Revenue increases related to acquisitions included $11.3 million from the acquisition of SCI on December 31, 2019, and $4.2 million from the acquisition of Trifecta on November 1, 2020. Additionally, our acquisitions of Analgesic Solutions, WCG CSO Consulting, and PharmaSeek, which were completed during 2019, contributed to an overall increase in revenue for 2020 of $8.6 million, as a result of the inclusion of a full year of results from these acquired businesses.

ER revenues increased by $37.1 million, or 18%, to $239.4 million for the year ended December 31, 2020, primarily driven by an increase in volume related to COVID-19 studies throughout 2020, partially offset by a slight reduction in non-COVID-19 study activity and submissions earlier in the year.

CTS revenues increased by $13.5 million, or 6%, to $224.1 million for the year ended December 31, 2020, primarily driven by an increase in volume of COVID-19 studies, as well as COVID-19 vaccine support, and revenue increases related to the inclusion of the Company’s 2019 and 2020 acquisitions, offset by the negative impact on clinical trials related to COVID-19 lockdowns.

Cost of Revenues (exclusive of depreciation and amortization)

In Thousands	Successor		Predecessor		Change
For the Years Ended December 31,	2020		2019		$			%
ER segment cost of revenues	$	45,135	$	45,780	$	(645	)		(1	)%
CTS segment cost of revenues		123,996		111,906		12,090			11	%
Total cost of revenue	$	169,131	$	157,686	$	11,445			7	%

Cost of revenues increased by $11.4 million, or 7%, to $169.1 million for the year ended December 31, 2020 as compared to 2019. The increase was primarily due to the inclusion of a full year of expenses related to the 2019 acquisitions of Analgesic Solutions, PharmaSeek, and SCI and the 2020 acquisition of Trifecta, which contributed a combined incremental increase of $15.4 million, comprised of increases of $6.8 million in wages and benefits and $2.1 million in third-party contractor expenses. This increase was partially offset by reductions of $3.7 million in certain direct client reimbursable expenses due to varying client needs and $2.9 million of bonus expense, $1.8 million of travel and related expenses, and general hiring restrictions and other cost control initiatives due, in each case due to the COVID-19 pandemic.

Costs of revenues decreased in the ER segment by $0.7 million, or 1%, primarily due to cost savings achieved as a result of continued process harmonization and consolidation as well as general cost savings initiatives as a result of the COVID-19 pandemic.

Cost of revenues increased in the CTS segment by $12.1 million, or 11%, primarily due to $15.4 million related to the inclusion of the Company’s 2019 and 2020 acquisitions, comprised of increases of $4.8 million

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related to wages and benefits, and $2.1 million for third-party contractors and professional fees, partially offset by $4.1 million of reductions in client reimbursable expenses due to varying client needs and a $2.0 million decrease in bonus expense for senior management, a $1.5 million reduction in travel and related expenses, and general cost savings, in each case due to cost control initiatives surrounding the COVID-19 pandemic.

Gross profit (exclusive of depreciation and amortization)

In Thousands	Successor		Predecessor		Change
For the Years Ended December 31,	2020		2019		$		%
ER gross profit	$	194,246	$	156,466	$	37,780		24	%
CTS gross profit		100,064		98,694		1,370		1	%

The Company’s single measure of segment profit (loss) is gross profit, exclusive of depreciation and amortization.

Gross profit increased in the ER segment by $37.8 million, or 24%, to $194.2 million, due to an increase in revenue of $37.1 million primarily driven by an increase in volume related to COVID-19 studies throughout 2020 offset by a slight reduction in non-COVID-19 study activity and submissions earlier in the year, coupled with cost savings achieved as a result of continued process harmonization and consolidation as well as general cost savings initiatives as a result of the COVID-19 pandemic.

Gross profit increased in the CTS segment by $1.4 million, or 1%, to $100.1 million, primarily due to an increase of $13.5 million in revenue driven by an increase in volume of COVID-19 studies, as well as COVID-19 vaccine support, and revenue increases related to the inclusion of the Company’s 2019 and 2020 acquisitions partially offset by a slight reduction in non-COVID-19 study activity and submissions earlier in the year. This was offset by increases in cost of revenues primarily driven by $15.4 million for the inclusion of the Company’s 2019 and 2020 acquisitions, and related increases in wages and benefits, and third-party contractors and professional fees, partially offset by reductions in client reimbursable expenses due to varying client needs, bonus expense for senior management, travel and related expenses, and general cost savings, in each case due to cost control initiatives surrounding the COVID-19 pandemic.

Selling, General and Administrative Expenses

In Thousands	Successor		Predecessor		Change
For the Years Ended December 31,	2020		2019		$			%
Selling, general and administrative expenses	$	90,036	$	90,397	$	(361	)		<1	%

Selling, general and administrative expenses decreased by $0.4 million, or less than 1%, to $90.0 million compared to 2019, primarily due to containment of third-party contractor costs and professional fees, pausing non-essential hiring, the elimination of our prior sponsor’s management fee, eliminating bonus expense for senior management, and reducing travel-related costs, in each case as a result of the COVID-19 pandemic.

Depreciation and Amortization

In Thousands	Successor		Predecessor		Change
For the Years Ended December 31,	2020		2019		$		%
Depreciation and amortization	$	205,697	$	64,602	$	141,095		218	%

Depreciation and amortization expense increased by $141.1 million, or 218%, to $205.7 million compared to 2019, driven by the $1.8 billion increase in intangible assets due to the Transaction, as further described above under “—Factors Affecting Results of Operations and Comparability—Acquisitions-related Activities.”

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Acquisition-Related Expenses

In Thousands	Successor		Predecessor		Change
For the Years Ended December 31,	2020		2019		$		%
Acquisition-related expenses	$	38,469	$	26,789	$	11,680		44	%

Acquisition-related expenses increased by $11.7 million, or 44%, to $38.5 million compared to 2019. The increase was primarily driven by $8.1 million in restructuring and integration expenses, $4.8 million relating to incentive compensation targets for the Pharmaseek, Analgesic Solutions, and SCI acquisitions, and $0.8 million in buyer-related costs relating to the Transaction. These increases were partially offset by lower legal, financial diligence, and advisory fees related to acquisitions of additional capabilities in 2020, as we only completed one acquisition in 2020, as compared to four in 2019.

Interest Expense

In Thousands	Successor		Predecessor		Change
For the Years Ended December 31,	2020		2019		$		%
Interest expense	$	91,310	$	55,415	$	35,895		65	%

Interest expense increased by $35.9 million, or 65%, to $91.3 million as compared to 2019. The increase was primarily attributable to the incremental borrowing under the amended First Lien Credit Facilities, entered into on November 2, 2020, and related amortization costs. Additionally, agency fees and the Interest Rate Cap contributed to the increase.

Other Expenses

In Thousands	Successor		Predecessor		Change
For the Years Ended December 31,	2020		2019		$		%
Other Expenses	$	2,976	$	43	$	2,933		6,821	%

Other expenses increased by $2.9 million, from $0.04 million in fiscal year 2019, to $3.0 million in fiscal year 2020. The increase in other expenses was attributable to an increase of $2.8 million in legal fees and settlements incurred in 2020, as further described below under “—Indebtedness.”

Income Tax Benefit

In Thousands	Successor			Predecessor			Change
For the Years Ended December 31,	2020			2019			$			%
Income tax benefit	$	(38,904	)	$	(279	)	$	(38,625	)	N/M

N/M – not meaningful

The income tax benefit increased by $38.6 million from $0.3 million in 2019. The year over year change in the income tax benefit is driven largely by the change in pre-tax book income. Additionally, our 2020 tax benefit includes a beneficial tax rate change as a result of net operating losses which were carried back to a tax year with a higher tax rate than that currently enacted. The 2019 tax benefit included the benefit associated with a reduction to our valuation allowance recorded against the interest expense limitation. This reduction was driven by the existence of sufficient taxable income of the appropriate character within the carryback and carryforward period.

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Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate adequate amounts of cash to meet current and future needs. Our expected primary uses on a short-term and long-term basis are for repayment of debt, interest payments, working capital, capital expenditures, geographic or service offering expansion, acquisitions and other general corporate purposes. We have historically funded our operations primarily through cash generated from operations and borrowings under our long-term debt facilities. We have historically used long-term debt and cash on hand to fund acquisitions. As of March 31, 2021, we had $175.0 million of cash and cash equivalents. We also had $125.0 million availability under our Revolving Credit Facility as of March 31, 2021. On July 13, 2021, we entered into the Second Amendment which, among other things, increased the commitments under the Revolving Credit Facility from $125.0 million to $250.0 million. As of the date hereof, we had $140.0 million borrowings outstanding under our Revolving Credit Facility and $110.0 million of available borrowing capacity.

The following table summarizes our unaudited condensed consolidated statements of cash flows data for the three months ended March 31, 2021 and 2020.

In Thousands	Three Months Ended March 31,
	2021			2020
Net cash provided by operating activities	$	16,316		$	651
Net cash used in investing activities		(14,882	)		(2,905,898	)
Net cash provided by financing activities	$	(4,532	)	$	3,098,713

The following table summarizes our audited consolidated statements of cash flows data for the years ended December 31, 2020 and 2019:

In Thousands	Successor			Predecessor
For the Years Ended December 31,	2020			2019
Net cash provided by operating activities	$	124,201		$	61,390
Net cash used in investing activities		(3,055,651	)		(101,864	)
Net cash provided by financing activities	$	3,109,528		$	38,747

Operating Activities

For the three months ended March 31, 2021, our operating activities provided $16.3 million in cash flow, consisting of a net loss of $20.6 million, adjusted for net non-cash items of $64.9 million primarily related to an increase in depreciation and amortization, driven by the increase in intangible assets due to the Transaction, amortization of debt financing costs, loss on disposal of assets, amortization of capitalized contract costs, equity compensation expense, deferred income taxes and change in fair value of earnout liabilities. In addition, $28.0 million of cash was used by changes in operating assets and liabilities consisting primarily of a $12.1 million increase in accounts receivable due to the overall increase in revenue over the prior period, a $5.9 million increase in net income taxes receivable/decrease in net income taxes payable due to a decrease in the cumulative tax provision, a $3.6 million decrease in lease liabilities primarily due to payments on office leases, an increase of $4.8 million in deferred commissions due to increased bookings, a decrease of $4.8 million in accrued expenses mainly due to the payment of our 2020 bonus accrual, and an increase of $2.1 million of prepaid expenses due to the timing and increase in expenses to support our growth, partially offset by an increase in accounts payable of $3.4 million driven by overall growth in the organization and corresponding expense to support it and $0.9 million of unbilled receivables due to the timing of billing and revenue recognition milestones.

For the three months ended March 31, 2020, our operating activities provided $0.7 million in cash flow, consisting of a net loss of $30.1 million, adjusted for noncash items of $51.7 million primarily related to depreciation and amortization, amortization of debt financing costs, provision for doubtful accounts, deferred tax

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benefit and change in fair value of earnout liabilities. In addition, $20.9 million of cash was used by changes in operating assets and liabilities consisting primarily of a decrease in accrued expenses of $14.8 million driven by our 2019 bonus payment, an increase of $12.9 million in accrued interest due to the timing of quarterly interest payments, and an increase of $7.2 million unbilled receivables due to the timing of revenue recognition and billing milestones, offset by a decrease of $12.7 million in income tax receivable.

For the year ended December 31, 2020, our operating activities provided $124.2 million in cash flow, consisting of a net loss of $95.3 million, adjusted for net non-cash items of $207.2 million primarily related to an increase in depreciation and amortization, driven by the increase in intangible assets due to the Transaction, amortization of debt financing costs, loss on disposal of assets, amortization of capitalized contract costs, equity compensation expense, deferred income taxes and change in fair value of earnout liabilities. In addition, $12.3 million of cash was provided by changes in operating assets and liabilities consisting primarily of an increase in accrued interest of $11.9 million, accrued expenses of $10.5 million largely due to a payment due to the Seller for tax benefits from net operating loss carrybacks as permitted by the CARES Act, deferred revenue of $10.7 million driven by the overall increase in sales and billings, and accounts payable of $5.7 million driven by overall growth in the organization and corresponding expense to support it, and a decrease in prepaid expenses of $9.0 million, offset by an increase in accounts receivable of $15.5 million, unbilled receivables of $4.2 million and deferred commissions of $9.5 million, all driven by the overall growth of the Company as well as a decrease in lease liabilities of $6.4 million.

For the year ended December 31, 2019, our operating activities provided $61.4 million in cash flow, consisting of net income of $18.2 million, adjusted for noncash items of $60.4 million primarily related to depreciation and amortization, amortization of debt financing costs, provision for doubtful accounts, deferred tax benefit and change in fair value of earnout liabilities. In addition, $17.2 million of cash was used by changes in operating assets and liabilities consisting primarily of an increase in accounts receivable of $7.5 million and an increase of $6.0 million unbilled receivables driven by the overall growth of the Company, $7.4 million of deferred contract costs driven by an increase in sales commissions and an increase of $2.4 million in prepaid expenses to support the growth of the organization, offset by an increase in accrued expenses of $11.9 million driven by overall increases in incentive compensation, payroll, and general expense accruals required to support the growth of the organization, and a decrease in accounts payable of $2.4 million and deferred revenue of $2.9 million.

Investing Activities

For the three months ended March 31, 2021, we used $14.9 million in cash for investing activities, comprised primarily of minority investments in TrialX Inc. and ClinicalHealth Inc. (“Inspire”) and the purchase of internal-use software, equipment and leasehold improvements.

For the three months ended March 31, 2020, we used $2.9 billion in cash for investing activities, comprised primarily of the $2.9 billion consideration for the Transaction, as well as $5.1 million for the purchase of internal-use software, equipment and leasehold improvements.

For the year ended December 31, 2020, we used $3.1 billion in cash for investing activities, comprised primarily of the $2.9 billion consideration for the Transaction and $127.6 million for the Trifecta acquisition (net of cash acquired) and the purchase of internal-use software, equipment and leasehold improvements.

For the year ended December 31, 2019, we used $101.9 million in cash for investing activities, comprised primarily of $78.3 million for acquisitions made (net of cash acquired) and $23.5 million for the purchase of internal-use software, equipment and leasehold improvements.

Financing Activities

For the three months ended March 31, 2021, our financing activities used $4.5 million primarily attributable to principal payments made on our long-term debt as well as earn out payments related to acquisitions in prior years.

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For the three months ended March 31, 2020, our financing activities provided $3.1 billion primarily attributable to $1.8 billion in net proceeds from a contribution from our Principal Stockholders and $1.4 billion of proceeds from issuance of long-term debt and our Revolving Credit Facility related to the Transaction. These proceeds were partially offset by payments related to debt issuance costs.

For the year ended December 31, 2020, our financing activities provided $3.1 billion primarily attributable to $1.8 billion in net proceeds from a contribution from our Principal Stockholders and $1.5 billion of proceeds from issuance of long-term debt and our Revolving Credit Facility related to the Transaction and the Trifecta acquisition. These proceeds were partially offset by payments on our long-term debt and Revolving Credit Facility of $180.3 million, as well as earn out payments of $5.4 million related to acquisitions in prior years.

For the year ended December 31, 2019, our financing activities provided $38.7 million primarily of $54.0 million in proceeds of our Revolving Credit Facility, offset by payments on our long-term debt and Revolving Credit Facility of $4.9 million, as well as earn out payments related to acquisitions in prior years of $10.3 million.

Funding Requirements

We believe that our existing cash and cash equivalents will be sufficient to fund our operations and capital expenditure requirements for at least the next 12 months. Our future capital requirements will depend on many factors, including funding for potential acquisitions, investments, and other growth and strategic opportunities that might require use of existing cash, borrowings under our Revolving Credit Facility, or additional long-term financing. We may also use existing cash and cash flows from operations to pay down long-term debt from time to time. While we believe we have sufficient liquidity to fund our operations, our sources of liquidity could be affected by factors described under “Risk Factors” elsewhere in this prospectus. If necessary, we may borrow funds under our Revolving Credit Facility to finance our liquidity requirements, subject to customary borrowing conditions. To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute our business strategy, we anticipate that they will be obtained through the incurrence of additional indebtedness, additional equity financings or a combination of these potential sources of funds; however, such financing may not be available on favorable terms, or at all. In particular, the widespread COVID-19 pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, reducing our ability to access capital. If we are unable to raise additional funds when desired, our business, financial condition and results of operations could be adversely affected. See “Risk Factors—Risks Related to Our Indebtedness—Our indebtedness could materially adversely affect our financial condition and our ability to operate our business, react to changes in the economy or industry or pay our debts and meet our obligations under our debt and could divert our cash flow from operations to debt payments.”

Indebtedness

Credit Facilities

First Lien Credit Facilities

On January 8, 2020, we entered into the First Lien Credit Facilities with Barclays Bank PLC as administrative agent, collateral agent and lender, and various other lender parties, providing for: (1) the First Lien Term Loan Facility of $920.0 million; and (2) the Revolving Credit Facility of up to $125.0 million. The First Lien Credit Facilities may also be used for swing-line loans up to $30.0 million and letters of credit up to $20.0 million (both, together and with revolving credit loans, not to exceed total revolving commitments of $125.0 million). Amounts borrowed under the term loan accrues interest at LIBOR (with a floor of 1.0%) plus 4% or base rate (with a floor of 1.0%) plus 3.0%, dependent upon the type of borrowing requested by us. The term loan requires quarterly interest and principal payments of $2.3 million and matures on January 8, 2027. As of March 31, 2021 and December 31, 2020, $125.0 million is available for borrowing under the Revolving Credit Facility, subject to certain financial covenants. The maturity date of loans made under the Revolving Credit Facility is January 8, 2025. Interest on loans made under the Revolving Credit Facility accrues at LIBOR plus

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4.0% or base rate plus 3.0%, dependent upon the type of borrowing requested by us. There is a commitment fee of 0.50% on unused portions of the Revolving Credit Facility. The commitment fee is subject to change in increments of 0.125% depending on our net leverage ratio.

Borrowings under the First Lien Term Loan Facilities may be prepaid, in whole or in part, without premium or penalty. We will be required to prepay outstanding amounts upon realizing (subject to exceptions and qualifications) excess cash flows from operations, proceeds from asset disposal or casualty events, incurring debt not otherwise permitted, and upon events of default or illegality. Further, the First Lien Credit Facilities include a financial covenant that requires us to maintain a specified consolidated ratio of total indebtedness to EBITDA in the event revolving credit loans, swing-line loans and letters of credit under the First Lien Credit Facilities exceed 35% of the outstanding revolving commitments. As of March 31, 2021, we were in compliance with this covenant.

On June 26, 2020, we purchased an interest rate cap (the “Interest Rate Cap”) to protect against increases in LIBOR above 1.0% on $917.7 million of notional. The Interest Rate Cap settles every 3 months if LIBOR exceeds 1.0%, receiving a payment equal to such rate differential with respect to the notional. The Interest Rate Cap terminates on October 8, 2023. We paid a premium of $1.3 million for the Interest Rate Cap.

On November 2, 2020, the Company entered into an amendment to the First Lien Credit Facility, which increased the borrowings under the First Lien Term Loan by $150.0 million (the “incremental loan facility”) to $1.1 billion.

On July 13, 2021, we entered into the Second Amendment which, among other things, (i) increased the commitments under the Revolving Credit Facility from $125.0 million to $250.0 million and (ii) extended the maturity date of the Revolving Credit Facility to the earliest to occur of (a) July 13, 2026, (b) the date that commitments under the Revolving Credit Facility are permanently reduced to zero and (c) the date of the termination of the commitments under the Revolving Credit Facility.

On July 20, 2021, we entered into the Third Amendment which, among other things, provided for an additional $200.0 million of term loans as a fungible tranche with the then existing first lien term loans.

Second Lien Term Loan Facility

On January 8, 2020, we entered into the Second Lien Credit Agreement with Wilmington Trust, National Association as administrative agent and collateral agent, and lender parties, providing for providing for the Second Lien Term Loan Facility of $345.0 million. The Second Lien Term Loan Facility bears an interest rate of 9% per annum paid quarterly and has a maturity date of January 8, 2028.

The Second Lien Term Loan Facility requires quarterly interest payments and does not require principal payment until maturity. We must pay a premium if prepaying amounts owed under the term loan prior to 2024, and no premium thereafter. We may prepay the term loan at 109% of par prior to January 8, 2022, at 104.5% of par prior to 2023 and at 102.25% of par prior to 2024. Further, if we prepay the term loan prior to January 8, 2022, we will also be required to pay any future scheduled interest on the term loans due from the prepayment date until January 8, 2022. We will be required to prepay outstanding amounts, including prepayment premiums in certain cases, upon realizing (subject to exceptions and qualifications) proceeds from asset disposal or casualty events, incurring debt not otherwise permitted, and upon events of default or illegality. We have assessed the likelihood of these events occurring to be remote as of March 31, 2021.

Off-Balance Sheet Arrangements

During the periods presented, we did not have, and currently we do not have, any off-balance sheet arrangements, as defined under the rules and regulations of the SEC.

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Critical Accounting Policies and Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make judgments and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of contingent assets and liabilities in our consolidated financial statements. We base our estimates on historical experience, known trends and events, and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. On an ongoing basis, we evaluate our judgments and estimates in light of changes in circumstances, facts, and experience. The effects of material revisions in estimates, if any, are reflected in the consolidated financial statements prospectively from the date of change in estimates.

While our significant accounting policies are described in more detail in the notes to our consolidated financial statements appearing elsewhere in this prospectus, we believe the following accounting policies used in the preparation of our consolidated financial statements require the most significant judgments and estimates.

Revenue Recognition

Our revenues result from contracts with clients that generally range from one to five years. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. Under typical payment terms for our contracts, the client pays based on the terms of the contract, generally net 30 to net 90 days. The payment terms are not considered a significant financing component due to the timing in which control transfers and we expect to receive payment in less than a year. As a practical expedient, we do not account for significant financing components if the period between when we transfer the promised product or service to the client and when the client pays for that product or service will be one year or less.

Revenue is based on the transaction price, which is defined as the amount of consideration we expect to receive in exchange for providing products and services to client. If the consideration promised in a contract includes a variable amount, we estimate the amount to which it expects to be entitled using either the expected value or most likely amount method. Examples of variable consideration in the Company’s contracts include volume discounts, service-level penalties, and performance bonuses, other forms of contingent revenue, or other variable consideration such as third-party pass-through and out-of-pocket costs incurred. We only include estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Our estimates are based on all information (historical, current and forecasted) that is reasonably available to us, taking into consideration the type of client, the type of transaction and the specific facts and circumstances of each arrangement. We review and update these estimates regularly, and the impact of any adjustments are recognized in the period the adjustments are identified.

Amounts billed and due from clients are short term in nature and are classified as receivables since payments are unconditional and only the passage of time is required before payments are due. We determine an allowance for doubtful accounts by identifying troubled accounts and by using historical experience and knowledge applied to an aging of accounts, knowledge of our customers’ financial condition, credit history, and existing economic conditions.

Goodwill and Other Intangibles

We record goodwill as the excess purchase price over the fair value of net assets acquired in business combinations, which are accounted for under the acquisition method of accounting. Goodwill is not amortized, instead it is tested for impairment at the reporting unit level, which is one level below or the same as an operating

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segment. The fair value of the reporting unit is primarily based on an estimate of the discounted cash flows expected to result from that reporting unit. We also have the option to assess qualitative factors to determine if it is necessary to perform the goodwill impairment test. Qualitative factors considered in this assessment include industry and market considerations, overall financial performance and other relevant events and factors affecting each reporting unit. If, after assessing the totality of events or circumstances, we determine that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, no further testing is necessary. If, however, we determine that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then we must perform the quantitative test. The quantitative test requires a comparison of the fair value of the individual reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is in excess of the carrying value, the related goodwill is considered not impaired and no further analysis is necessary. If the carrying value of the reporting unit exceeds the fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The goodwill balance is subject to annual impairment testing, as well as interim assessments as necessary if circumstances exist or an event occurs resulting in a more-likely-than-not scenario that would reduce fair value.

Intangible assets consist of acquired customer relationships, contractual customer relationships, developed technology, patents and trade names. Contractual customer relationships represent existing contracts between us and our customers. All of the intangible assets are determined to have a finite life and are amortized over the estimated useful life using the straight-line method. We evaluate finite intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset might not be recoverable. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset are less than its carrying amount.

Common Stock Valuations

In the absence of a public trading market, the fair value of our common stock was determined by our board of directors, with input from management, taking into account our most recent valuations from an independent third-party valuation specialist. The valuations of our common stock were determined in accordance with the guidelines outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. The assumptions we use in the valuation models were based on future expectations combined with management judgment, and considered numerous objective and subjective factors to determine the fair value of our common stock as of the date of each option grant, including the following factors:

• relevant precedent transactions involving our capital stock;

• contemporaneous valuations performed at periodic intervals by unrelated third-party specialists;

• the liquidation preferences, rights, preferences, and privileges of our redeemable convertible preferred stock relative to the common stock;

• our actual operating and financial performance;

• current business conditions and projections;

• our stage of development;

• the likelihood and timing of achieving a liquidity event for the shares of common stock underlying the stock options, such as an initial public offering, given prevailing market conditions;

• any adjustment necessary to recognize a lack of marketability of the common stock underlying the granted options;

• recent secondary stock sales and tender offers;

• the market performance of comparable publicly-traded companies; and

• the U.S. and global capital market conditions.

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Application of these approaches involves the use of estimates, judgment, and assumptions that are highly complex and subjective, such as those regarding our expected future revenue, expenses, and future cash flows, discount rates, market multiples, the selection of comparable companies, and the probability of possible future events. Changes in any or all of these estimates and assumptions or the relationships between those assumptions impact our valuations as of each valuation date and may have a material impact on the valuation of our common stock.

For valuations after the completion of this offering, our board of directors will determine the fair value of each share of underlying common stock based on the closing price of our common stock as reported on the date of grant. Future expense amounts for any particular period could be affected by changes in our assumptions or market conditions.

Equity-Based Compensation

In order to calculate equity-based compensation expense, we use the Black-Scholes option pricing model to arrive at the fair value of profits interest units, which is estimated at the date of grant. As such, the following assumptions are made based on historical and current data: expected volatility, risk-free interest rate, expected term of the profits interests, and dividend yield. Expected volatility is estimated using the historic volatility of public stock prices from peer entities. Risk-free interest rate is estimated based on rates used at grant date of five-year U.S. treasury security yields that have comparable terms to the expected terms of the units used in the model. The expected term assumption within the model refers to the amount of time that granted options are expected to be outstanding based on a liquidity event. Equity-based compensation expense is recognized over the vesting period of the award on a graded basis, and we elect to recognize any forfeitures as they arise.

Initial Offering Price and Stock Options Granted Subsequent to December 31, 2020

Subsequent to March 31, 2021, the Company reassessed the fair value of common stock granted during February 2021 and April 2021 in relation to its anticipated IPO price range adjusting for the 330,000-for-one forward stock split. In performing this reassessment, the fair value of the Company’s common stock increased from $8.89 per share to $17.24 per share for those awards that were granted in February 2021, and from $9.05 per share to $17.24 per share for those awards that were granted in April 2021. In aggregate, the total stock-based compensation expense expected to be recognized in relation to the aforementioned awards is approximately $136.9 million, which is an increase of $97.8 million from the original estimate of $39.1 million, which is expected to be recognized, net of estimated forfeitures, over a requisite service period of approximately five years.

Income Taxes

We use the asset and liability approach for measuring deferred tax assets and liabilities based on temporary differences existing at each balance sheet date using currently enacted tax rates. Temporary differences exist when there are differences between the reported amounts of assets and liabilities and the tax basis for such recorded amounts. Valuation allowances reduce deferred tax assets when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

We have adopted ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740), on accounting for uncertainty in income taxes. As such, under this guidance, we may recognize the tax benefit from an uncertain tax position only if the likelihood of it being sustained on an examination is more likely than not, based on the technical merits of the position. An individual tax position is evaluated as to whether it has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have less than a 50% likelihood of being sustained, no tax benefit is recorded. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized on ultimate settlement.

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The adopted guidance on accounting for uncertainty in income taxes also addresses the following topics: classification, accounting in interim periods, interest and penalties on income taxes, and derecognition, and we recognize interest accrued related to unrecognized tax benefits in interest expense and penalties as income tax expense.

Business Combinations

We account for acquisitions of entities that qualify as business combinations under the acquisition method of accounting in accordance with ASC 805, Business Combinations. Under this method, the assets acquired and liabilities assumed, including amounts attributable to noncontrolling interest, are recorded at fair value once control is obtained of the acquired business. The fair value recorded is determined based on our best estimates and assumptions assumed on the acquisition date. During the time at which all information for determination of the values of assets acquired and liabilities assumed, and not exceeding one year from the acquisition date, we record any measurement period adjustments as they are identified. We record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed as they occur, with the corresponding offset to goodwill.

JOBS Act Election

We qualify as an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As an emerging growth company, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable, in general, to public companies that are not emerging growth companies. These provisions include:

• the option to present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations in this prospectus;

• not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002;

• reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

• exemptions from the requirements of holding nonbinding, advisory stockholder votes on executive compensation or on any golden parachute payments not previously approved.

We will remain an emerging growth company until the earliest to occur of: (i) the last day of the first fiscal year in which our annual gross revenue exceeds $1.07 billion; (ii) the date that we become a “large accelerated filer,” with at least $700.0 million of equity securities held by non-affiliates as of the end of the second quarter of that fiscal year; (iii) the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; and (iv) the last day of the fiscal year ending after the fifth anniversary of the completion of this offering.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide may be different than the information you receive from other public companies in which you hold stock.

An emerging growth company can also take advantage of the extended transition period provided in Section 13(a) of the Exchange Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of this extended transition period and, as a result, our operating results and financial statements may not be comparable to the operating results and financial statements of companies who have adopted the new or revised accounting standards.

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As a result of these elections, some investors may find our common stock less attractive than they would have otherwise. The result may be a less active trading market for our common stock, and the price of our common stock may become more volatile.

Recently Adopted and Issued Accounting Standards

We have reviewed all recently issued standards and have determined that, other than as disclosed in Note 2 to our consolidated financial statements and unaudited condensed consolidated financial statements appearing elsewhere in this prospectus, such standards will not have a material impact on our consolidated financial statements and unaudited condensed consolidated financial statements or do not otherwise apply to our operations.

Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Risk

As part of the close of the Transaction on January 8, 2020, we issued $920.0 million of term loans under the First Lien Term Loan Facility and $345.0 million of term loans issued under the Second Lien Term Loan Facility.

We have borrowings under the First Lien Term Loan Facility that bear interest at a rate per year equal to the LIBOR rate (with a floor of 1.0%) plus 4.0% or base rate (with a floor of 1.0%) plus 3.0%, dependent upon the type of borrowing requested by the Company. To date, the Company has elected to calculate interest on the outstanding balance at LIBOR rate plus 4%. Interest on loans made under the Revolving Credit Facility accrues at an interest rate per year equal to the LIBOR rate plus 4.0% or base rate plus 3.0%, dependent upon the type of borrowing requested by the Company. There is no LIBOR floor associated with loans made under the Revolving Credit Facility. The interest rate for loans made under the Revolving Credit Facility is subject to change in increments of 0.25% depending on the Company’s net leverage ratio. There is a commitment fee of 0.50% on unused portions of the Revolving Credit Facility. The commitment fee is subject to change in increments of 0.125% depending on the Company’s net leverage ratio.

In June 26, 2020, we purchased an interest rate cap to protect against increases in LIBOR above 1.0% on $917.7 million of notional amount of debt. The interest rate cap settles every 3 months if LIBOR exceeds 1.0%, with the Company receiving a payment equal to such rate differential, if any, with respect to the notional. The interest rate cap terminates on October 8, 2023. We paid a premium of $1.3 million for the interest rate cap.

We have borrowings under the Second Lien Term Loan Facility with Wilmington Trust, National Association as administrative agent and collateral agent, and lender parties, providing for the Second Lien Term Loan Facility of $345.0 million. The Second Lien Term Loan Facility bears an interest rate of 9% per annum paid quarterly and has a maturity date of January 8, 2028.

As of March 31, 2021, we had no outstanding borrowings under the Revolving Credit Facility. A hypothetical 100 basis point increase in interest rates would have increased our interest expense by $3.4 million for the three months ended March 31, 2021 and by $13.7 million for the year ended December 31, 2020. Our exposure to interest rate risk is minimized by the aforementioned interest rate cap. As of March 31, 2021, we recorded the fair value of our interest rate cap in the amount of $1.7 million as an other current asset.

Non-GAAP Measures

We use certain metrics that are not required by, or presented in accordance with, GAAP, mainly Adjusted EBITDA, to measure and assess the performance of our business, to evaluate the effectiveness of our business strategies, to make budgeting decisions, to make certain compensation decisions, and to compare our performance against that of other peer companies using similar measures. We believe that presentation of Adjusted EBITDA and other metrics in this prospectus will aid investors in understanding our business.

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We measure operating performance based on Adjusted EBITDA, defined for a particular period as net income (loss) excluding interest expense, provision (benefit) for income taxes, depreciation and amortization expense, equity-based compensation expense, integration costs, acquisition related adjustments, restructuring costs, litigation, change in value of contingent consideration, management fees, charitable contributions and other items not indicative of our ongoing operating performance.

You are encouraged to evaluate our calculation of Adjusted EBITDA and the reasons we consider these adjustments appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in our presentation of Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA following this offering, and any such modification may be material. Adjusted EBITDA has its limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include that Adjusted EBITDA does not reflect:

• our cash expenditure or future requirements for capital expenditures or contractual commitments;

• changes in our cash requirements for our working capital needs;

• the interest expense and the cash requirements necessary to service interest or principal payments on our debt;

• cash requirements for replacement of assets that are being depreciated and amortized;

• reflect non-cash compensation, which is a key element of our overall long-term compensation;

• the impact of certain cash charges or cash receipts resulting from matters we do not find indicative of our ongoing operations; and

• other companies in our industry may calculate Adjusted EBITDA differently than we do.

• The following table reconciles net (loss) income to Adjusted EBITDA:

	Successor			Predecessor
	Year Ended December 31,						Three Months Ended March 31,
	2020			2019			2021			2020
	(in thousands)
Net (loss) income	$	(95,274	)	$	18,193		$	(20,624	)	$	(30,092	)
Interest expense		91,310			55,415			21,735			22,794
Income tax benefit		(38,904	)		(279	)		(5,763	)		(16,091	)
Depreciation and amortization		205,697			64,602			53,044			50,924
Equity-based compensation expense		4,594			—			1,284			—
Integration cost(a)		20,172			12,241			6,073			6,213
Acquisition-related adjustments(b)		21,242			14,913			(59	)		13,797
Restructuring costs(c)		5,169			(3	)		530			—
Litigation(d)		2,829			—			(22	)		—
Change in value of contingent consideration(e)		1,358			1,011			2,926
Management fees(f)		55			2,125			—			55
Charitable contribution(g)		—			500			—			—
Other(h)		115			—			—			—
Adjusted EBITDA	$	218,363		$	168,718		$	59,124		$	47,600

(a) Includes certain integration costs in connection with mergers and acquisitions, including the Transaction, the Trifecta acquisition, and other acquisitions made by WCG. These costs include system integration costs, marketing and rebranding costs, and certain payroll and employee related expenses.

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(b) Includes legal and professional costs related to the Company’s mergers and acquisitions. Costs related to the Transaction for the years ended December 31, 2020 and 2019, and the three months ended March 31, 2020, were $15.0 million, $10.2 million and $11.8 million, respectively. Costs related to the Trifecta acquisition were $0.9 million, which occurred during the year ended December 31, 2020. Costs related to other acquisitions made by WCG were $5.3 million for the year ended December 31, 2020 and $4.7 million for the year ended December 31, 2019.

(c) Includes costs related to restructuring initiatives and the closing of a product line, and impairment of related assets.

(d) Includes litigation costs outside of the ordinary course of business related to settlement with certain employees.

(e) Includes valuation adjustments for acquisition-related contingent consideration, which is subject to remeasurement at each balance sheet date. Any change in the fair value of such acquisition-related contingent consideration is reflected in our condensed consolidated statements of operations as a change in fair value of the liability. We adjust the carrying value of the acquisition-related contingent consideration until the contingency is finally determined or final payment is made.

(f) Includes management fee paid to our prior sponsor in 2019 and 2020. Upon completion of the Transaction on January 8, 2020, this management fee was eliminated.

(g) Includes a contribution to the WCG Foundation, a charitable organization for developing grants and programs for education.

(h) Reflects one-time costs related to the preparation for this offering.

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BUSINESS

Our Mission

WCG’s mission is to provide clinical trial stakeholders with the highest-quality service, accelerate the scientific advancement of human health, and ensure that the risks of progress never outweigh the value of human life.

Our Company

We believe we are a leading provider of clinical trial solutions, focused on providing solutions that are designed to measurably improve the quality and efficiency of clinical research, stimulate growth and foster compliance. Our transformational solutions enable biopharmaceutical companies, CROs, and institutions to accelerate the delivery of new treatments and therapies to patients, while maintaining the highest standards of human protection. We leverage our differentiated strategic position at the center of the clinical trial ecosystem to provide new types of technology-enabled solutions to all stakeholders involved, with the aim to address the key critical pain points throughout the clinical trial process.

Clinical trials are an essential part of the drug and device development process, but ineffective trial design and management continues to delay much-needed therapies from being made available to patients. Delayed patient enrollment, slow trial startup, burdensome administrative processes, use of disparate technologies, and under-representation of minority patients are a few of the key critical pain points our clients face in running clinical trials today. As a result, clinical trials are increasingly more expensive to conduct, are regularly delayed, and often face regulatory and data quality challenges. While investments in R&D have reached new highs, the returns on investment have steadily declined. According to the Deloitte Center for Health Solutions, each of the 12 leading biopharmaceutical companies realized, on average, a return on R&D investment of approximately 2% in 2018, down from 10% in 2010.

WCG was founded in 2012, backed by Arsenal Capital Partners, with the goal of systematically transforming drug development by addressing the key critical pain points adversely affecting clinical trial performance. Our proprietary suite of technology-enabled solutions provides ethical review services as well as broader clinical trial solutions including study planning and optimization, patient engagement, and scientific and regulatory review services. We serve all stakeholders in the clinical trial ecosystem, including biopharmaceutical companies and CROs, trial sites, institutions and investigators, as well as patients and advocacy groups. Our solutions include software as well as technology-enabled clinical services that provide integrated, end-to-end support along the clinical trial process. Our clients leverage our solutions to inform the critical decisions that are key to saving significant time and expense, enhancing drug safety and efficacy, and ultimately allowing for the improvement of millions of lives. The impact of WCG’s contributions was especially pronounced in 2020 with our support of over 580 COVID-19 clinical trials, including many of the most highly impactful and publicized vaccines and antivirals.

Starting with our first and oldest business, Western IRB, we believe WCG has built a 50-year reputation for excellence in the performance of ethical reviews to become a partner of choice to some of the most sophisticated biopharmaceutical companies, regulators, and investigators. We have expanded our platform’s capabilities over the years and presently enjoy a differentiated strategic position at the center of the clinical trial ecosystem, enhancing efficiency and connectivity by uniting all stakeholders through our integrated technology platform. Since our founding, our end-to-end solutions have benefitted over 5,000 biopharmaceutical companies and CROs, of which 4,000 are small and mid-cap biopharmaceutical companies, 10,000 research sites, and several million patients. Our management estimates that over the last two years ended December 31, 2020, WCG supported approximately 90% of all global clinical trials, across a broad array of therapeutic areas and trial phases and, over the same period, our solutions have been leveraged by 87% of all new drugs and therapeutic biologics approved by the FDA. With a global workforce of over 4,000 individuals who are core to our mission

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and our platform, we have a presence in 71 countries. Our significant expertise is evidenced by our track record of supporting over 4,000 global clinical trials from March 2020 through February 2021. We expect to continue to expand our operations at home and abroad as needed to service our increasingly diverse and international client base. We believe our clinical professionals are industry thought-leaders who provide expert consultation on ethical standards, trial operations, and regulatory submissions for drugs and devices. We believe our strategic position at the center of the clinical trial ecosystem provides us with the breadth and depth of knowledge and insight to serve our mission, and confidently develop new products and services to enhance our value proposition and growth trajectory.

Since WCG’s founding, we have focused on a strategic direction that includes long-term and sustained above-market and profitable growth. In order to achieve this, we have maintained a focus on four key elements of that strategy to guide our operations. Specifically, we:

• capitalize on our large and high-growth markets;

• grow within our existing client base;

• further leverage the WCG Clinical Trial Ecosystem^™, the WCG Knowledge Base^™ and our proprietary technology platform; and

• expand our platform through the acquisition of new capabilities.

We believe we have a proven track record of consistent growth and strong financial performance. We serve a high-growth market, and have outperformed through organic expansion of our portfolio, cross-selling of our solutions into our large client base and the strategic acquisition of complementary capabilities.

• From 2018 to 2020, our revenue increased by approximately 16% per year, from $345.6 million to $463.4 million, with an Adjusted EBITDA margin (defined as Adjusted EBITDA divided by revenue) reaching 47% in 2020. Our revenues increased by approximately 33%, from $103.5 million to $137.6 million, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020, with Adjusted EBITDA margin reaching 43% in the first quarter of 2021.

• For 2019 and 2020, 74% and 69% of the Company’s revenue growth, respectively, was Organic Revenue Growth.

• We had a net loss of $2.6 million in 2018, net income of $18.2 million in 2019, and a net loss of $95.3 million in 2020 primarily due to the impact of the Transaction. In addition, we had a net loss of $20.6 million and $30.1 million in the three months ended March 31, 2021 and 2020, respectively. Our Adjusted EBITDA increased by approximately 50%, from approximately $146.0 million in 2018 to approximately $218.4 million in 2020. Our Adjusted EBITDA increased by approximately 24%, from $47.6 million to $59.1 million, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020.

• From 2019 to 2020, our bookings increased by approximately 12%, from $555.2 million to $621.8 million. Our bookings increased by approximately 55%, from $171.8 million to $266.2 million, for the three months ended March 31, 2021 compared to the three months ended March 31, 2020.

• As of March 31, 2021, our top 25 clients each purchased on average more than four of our solutions, and each contributed revenues of over $2 million. We estimate the current opportunity from further cross selling our existing solutions to these clients to be over $1.6 billion.

• WCG has a strong track record of acquiring and integrating leading technologies and solutions into our platform, having closed 31 acquisitions since 2012. These acquisitions have provided complementary solutions and incremental expertise to our growing portfolio, expanding the capabilities of our end-to-end platform.

See “Prospectus Summary—Summary Consolidated Financial and Operating Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information regarding bookings and Adjusted EBITDA, including a reconciliation of Adjusted EBITDA to net (loss) income.

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Our Differentiated Platform of Integrated Solutions

WCG’s Clinical Trial Ecosystem^™—A Key Differentiator

For decades, the biopharmaceutical industry has approached clinical trials on a trial-by-trial basis, with each new trial requiring a one-time assembly of research sites, patient participants, and supporting technologies. When a trial ends, the teams organized to carry it out are disbanded. Each trial becomes a one-time and episodic collaboration of the operational expertise, human capital, and specific technology used in the trial. This single-trial model has discouraged many organizations from making long-term investments in unifying the end-to-end trial process given the required investment horizon. Yet, many of the operational challenges affecting clinical trials today, including high costs, long duration, and poor patient enrollment, are the direct results of this lack of continuity and connectivity. WCG has created a more permanent alignment of interest across stakeholders and improved consistency of workflows through the WCG Clinical Trial Ecosystem^™ , which leverages our expansive client relationships and deep data-driven insights to enhance the connectivity and efficiency throughout the clinical trial process. We believe our strategic position at the center of the clinical trial ecosystem provides us with differentiated breadth and depth of knowledge and insight to serve our clients, fulfill our mission, and confidently develop new products and services to enhance our value proposition and growth trajectory.

Positioned at the center of the clinical trial ecosystem, WCG acts as a single point of connectivity among all stakeholders involved, a large number of which are clients that we have relationships with and that we serve:

* Based on revenue.

** Based on management estimates.

Each of these stakeholders benefits from WCG’s differentiated platform of end-to-end solutions:

• patients benefit from the ability to access life-saving therapies sooner and may participate in clinical trials with increased safety through faster enrollment, improved engagement and increased awareness;

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• sites, institutions and investigators benefit by having access to a unified and interconnected network, allowing them to enhance their visibility to sponsors, more effectively recruit the appropriate group of patients, and therefore more efficiently conduct clinical trials; and

• sponsors and CROs benefit from the ability to select strong performing sites with greater precision and to more efficiently enroll patients, by leveraging unified workflows, interconnected sites, and integrated technology-enabled solutions. This in turn allows them to conduct clinical trials faster and at a lower overall cost.

We believe our ability to make an impact in the clinical trial ecosystem by leveraging our differentiated platform was demonstrated in the context of the COVID-19 pandemic, with WCG engaged across 580 COVID-19 studies during 2020, providing support and expertise in ethical review, institutional biosafety, site identification, site matching, site optimization, data monitoring and statistical consulting. Demonstrating our ability to be a central point of connectivity among stakeholders involved in the clinical trial process, from March 2020 through April 2021, we connected sponsors to over 3,000 sites within our network for purposes of COVID-19 clinical trials, and as of December 31, 2020 had over 400 clinical research coordinators engaged in providing site optimization and enrollment support for COVID-19 vaccine and therapeutic trials.

WCG’s Knowledge Base^™—Comprehensive Real-Time Trial Data

Leveraging the WCG Knowledge Base^™, our management estimates that over the last two years ended December 31, 2020, WCG participated in over 90% of all global clinical trials, across a broad array of therapeutic areas and trial phases, which provides us with unique access to clinical trial data and deep insights in the industry. WCG’s Knowledge Base^™ is a primary dataset which was purpose-built to aggregate a wide array of clinical trial performance data assembled over the years. WCG has strategically developed proprietary algorithms that query WCG Knowledge Base^™ and provide authoritative insights into the matters that are central to effective clinical trial decisions. We leverage the WCG Knowledge Base^™ across our businesses, from generating client insights to informing our new product innovation and broader business development.

A selection of direct applications of the WCG Knowledge Base^™ are provided below.

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How We Serve Our Clients

In order to best serve our clients’ needs throughout the clinical trial continuum, WCG is organized into two segments:

Ethical Review segment. Our ER segment provides technology-enabled services that ensure clinical trials respect the rights and protect the welfare of patient participants. Over the last two decades, WCG has performed over 58,000 ethical reviews, developing specialized expertise and capabilities that we believe are differentiated in the industry. Federal regulations require clinical trial sponsors, including CROs and biopharmaceutical companies, to submit specific documentation related to the conduct of the clinical trial to a qualified IRB. The IRB is an independent committee established to review and approve research involving human participants, whose primary purpose is to protect the rights and welfare of the participating patients. The IRB has the authority to approve, require modifications in, or disapprove clinical trials. It is responsible for reviewing key aspects of the clinical trial, including:

• trial protocol, which describes the objectives, methods and procedures which must be followed in the conduct of the trial;

• investigators, who are licensed and qualified clinicians responsible for conducting the trial on behalf of the sponsor; and

• participant informed consent, including the information sheet which describes the risks and benefits to the participant associated with participation in the trial, and the consent certificate which documents that understanding.

Clinical Trial Solutions segment. Our CTS segment provides an integrated suite of over 40 technology-enabled solutions that support the conduct of effective clinical trials. These solutions include proprietary software and specialty clinical consulting services which provide integrated, end-to-end support of workflows along the clinical trial process and have been designed with the specific objective to optimize efficiency. Using the WCG

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Clinical Trial Ecosystem^™ we are able to offer clients a fit-for-purpose suite of the solutions that match the specific needs of a project, optimizing cost and efficiency.

Our revenues consist of fees for the review of clinical research trial protocols and investigators, technology-enabled specialty clinical consulting services which support various steps of the clinical trial process that are designed to optimize efficiency, sale of software licenses and hosted SaaS software applications which support the conduct of effective clinical trials. Because many of our agreements with our customers contain performance obligations over a period of years, spanning the life of a clinical trial, our backlog provides us, at any point in time, with visibility into approximately 75% of our revenues for the next twelve months.

WCG’s Technology-Enabled Solutions Address Key Critical Pain Points Along the Clinical Trial Process

Key Critical Pain Points of Clinical Trials	WCG Solutions Overview	Select WCG Technologies & Solutions*
	Ethical Review segment
Ethical Review	Performs the regulatory-mandated obligations of protecting the human trial participants by reviewing and approving the trial protocols, investigator sites, and informed consent materials.	•  Connexus 5.0™: Workflow application for managing trial submissions used in over 3,300 institutions, academic medical centers, and hospitals; •  IRBNet™: SaaS research management workflow platform used by approximately 2,000 research institutions to connect and manage clinical trial activities; and •  IBC: Institutional Biosafety Committee Oversight—NIH Mandated
		Biosafety reviews for research in recombinant DNA, and gene and cell therapy.
	Clinical Trial Solutions segment
Study Planning & Site Optimization	Provides data-based insight to identify, activate, and benchmark the performance of the most effective sites selected for inclusion in a trial, site startup support, trial training, proprietary site-support technologies, and research administration solutions.	•  WCG Predict™: SaaS platform to provide data-driven insights for clients to analyze optimal sites and manage resources, timelines, and budgets; •  Pharmaseek™: Site optimization services, including contracting and budgeting; •  KMR™, MCC™, and Avoca™: Site benchmarking and analytics, and trial quality performance consulting;
		•  Velos™: Site CTMS—Clinical research management software used by over 100 organizations across over 2,000 research sites; and •  InvestigatorSpace™: Online trial personnel training.

* Data as of April 28, 2021.

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Key Critical Pain Points of Clinical Trials	WCG Solutions Overview	Select WCG Technologies & Solutions*
Patient Engagement	Improves patient-related activities in a clinical trial, including identifying, enrolling, and retaining targeted patient populations. Ensures that each patient encounter is properly documented by expert clinicians and supported by technology (e.g. electronic clinical outcome assessment (“eCOA”), electronic patient-reported outcomes (“ePRO”)).	•  My-Patient.com™: Workflow software for patient enrollment and retention and services used to expedite and monitor all stages of patient enrollment; and •  Virgil™: eCOA and ePRO software supporting clinical rater and patient training, and assessments.
Scientific & Regulatory Review	Ensures that the data recorded in a clinical trial can support effective regulatory submissions, including specialized biostatistical analysis and endpoint adjudication expertise, and software that supports the regulatory requirements of pharmacovigilance reporting.	•  Safety Portal™: AI-based software for regulatory-mandated delivery of trial safety documents to global investigators and ethics committees—accommodating precision distribution in 113 countries; •  AIMS™: Software supporting the activities of the Drug Safety Monitoring Boards / Data Monitoring Committees in their evaluation of drug safety and efficacy; and •  independent expert reviews of clinical endpoints and safety data to enhance regulatory approval submissions.

* Data as of April 28, 2021.

Our Market Opportunity

Traditional drug development has led to immeasurable public health benefits, but challenging diseases persist while many patients await life-saving medicines. Developing a new drug can take over 10 years and cost more than $2 billion to bring to market, according to Tufts CSDD. While investments in research and development have reached new highs, the returns on investment have steadily declined. In 2021, global biopharmaceutical R&D expenditures are expected to reach $195 billion according to EvaluatePharma. However, according to the Deloitte Center for Health Solutions, each of the 12 leading biopharmaceutical companies realized, on average, a return on R&D investment of approximately 2% in 2018, down from 10% in 2010.

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* Source: Deloitte Center for Health Solutions and EvaluatePharma.

This decreasing return on drug R&D is driving a transformation of the industry’s approach to drug development, especially as it relates to clinical trials, which represent the most costly and time-consuming stage of the R&D process and therefore bear the greatest investment risk. Tufts CSDD reports that, in 2020, there were 6,500 total active drugs in clinical trial phases each drug having less than 12% probability of receiving regulatory approval. Contributing to this unfavorable trend, the costs of clinical trials are escalating, trial timelines are being extended, and data quality issues result in undesirable delays in regulatory approvals. In addition, new therapeutic categories and scientific advances, including cell and gene therapy, and precision medicine, are emerging at a rapid pace and have stimulated new and innovative approaches for addressing oncology and rare diseases. These advances have the potential to bring significant benefits, but also result in greater trial complexity and related expenses. As of December 31, 2020, the average trial protocol requires 263 procedures per patient, up 44% since 2009, as reported by Tufts CSDD. This increasing complexity is fueling the demand for the new type of outsourced, data-driven and science-based trial solutions that we provide, therefore expanding the size of our market opportunity.

The key critical pain points that contribute to this time and cost burden are ethical review, study planning and site optimization, patient engagement, scientific and regulatory review, amongst others. Leveraging our strategic position at the center of the clinical trial ecosystem, we have developed a suite of integrated and technology-enabled solutions that we believe have had a significant impact on these existing hurdles, and in turn have created value to all stakeholders, including:

• Increasing speed to market for treatments and reducing costs to healthcare systems by removing unnecessary delays: Before we introduced an innovative transformation of the IRB process, our management estimates that IRB multi-site reviews required a turnaround time of four to six months. Today, these reviews are completed in just eight days, demonstrating a 95% improvement in IRB review time. We estimate this improvement alone saved approximately $3.1 million per Phase III trial in improved productivity and resulted in total savings of approximately $1.2 billion for trials we supported in 2020. This was accomplished through WCG strategically aligning institutions and research sites with our single, integrated review model. The data-driven insights from our integrated

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review model have also contributed to a 50% reduction in trial startup time and a 37% improvement in time needed to negotiate contracts and budgets.

• Increasing trial access for patients with rare diseases by utilizing our proprietary data and clinical insights solutions: While sponsors struggle to meet patient enrollment timelines in approximately 85% of clinical trials according to industry sources, one study demonstrated our ability to accelerate enrollment rates in trials by 33%. By increasing access to clinical trials, we were able to help one COVID-19 vaccine trial, sponsored by a large biopharmaceutical company, achieve 42% participant diversity.

• Providing thought leadership through publications and information services: Our publications inform over 290,000 industry subscribers of the latest trends and insights in the clinical research landscape. Our conferences, events, and webinars are annually attended by over 80,000 industry participants, allowing for increased cooperation among sites, sponsors, patients, and regulators, and positioning WCG as a trusted brand in the clinical trial ecosystem.

These key critical pain points in the clinical trial process impact both costs and timelines, which are key focus areas for industry participants, allowing for WCG’s addressable market to rapidly expand. Our integrated suite of solutions includes both proprietary technologies and services, including research compliance and quality management services, as well as specialty clinical expertise, all of which address the key requirements for effective end-to-end clinical trials. According to EvaluatePharma, the total global pharmaceutical research and development spend is expected to reach approximately $195 billion in 2021. Approximately half of that spend, or $89 billion, represents clinical trial spend across phases I through IV, of which approximately $48 billion is conducted by pharmaceutical companies and $41 billion is outsourced to CROs. As part of this clinical trial market, the specific segments which WCG addresses, including IRB, study planning and site optimization, patient engagement, and scientific and regulatory review, account for approximately $9 billion in 2021, which we estimate is projected to grow at 14% annually between 2021 and 2023.

Because of the strategic alignment of our solutions with key critical pain points of the clinical trial process, WCG has demonstrated approximately 16% revenue growth per year between 2018 and 2020, representing a significantly faster rate than our total market, which we estimate is projected to grow at a rate of 7% from 2018 through 2023.

WCG captures an increasing share of the drug development being conducted by small and mid-cap biopharmaceutical companies, which accounted for approximately 63% of all clinical trials in 2019. These earlier stage companies typically rely on fewer internal resources and are subject to shorter competitive timeframes. We believe WCG’s fit-for-purpose solutions have positioned us as a partner of choice for these emerging players in the clinical trial ecosystem. This growing client segment accounted for approximately 21% of our annual bookings growth in 2020, and we believe will continue to drive increased activity, fueled by record levels of funding. U.S. listed biotechnology companies raised a record of over $63 billion in 2020, representing more than twice the funds raised a year earlier.

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As clinical trials have become more complex and costly, clients rely increasingly on our expert clinical insights and proprietary technology-enabled applications, a trend which has increased the size of our market opportunity and which we expect to persist.

Our Contributions to Society

During our 50-year history through our predecessor companies, WCG has embraced its role as a “Servant to Mankind.” At the core of our mission, we apply leading scientific knowledge and proprietary technology to advance life-saving innovations. By helping to improve the clinical trial process, we allow valuable therapies to be delivered to patients sooner and at a lower cost. WCG is proud to serve the individuals on the frontlines of science and medicine, and the organizations that strive to develop new products and therapies to improve the quality of human health. We believe that it is our role to empower the scientific advancement of human health, while ensuring that the risks of progress never outweigh the value of human life.

As a mission-driven organization at heart with a strong commitment to the highest ethical standards, WCG is focused on safeguarding the interests of all stakeholders engaged with our Company, including clients, patients, employees and shareholders.

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Strategically positioned at the very center of the clinical trial ecosystem, we act as the key point of connectivity among our various clients, who leverage our solutions to inform the critical decisions that save significant time and expense, enhance drug safety and efficacy, and ultimately improve millions of lives.

With 2.5 million patients enrolled in WCG-supported studies, our relationship with patients is also key to our mission, as demonstrated by our commitment to champion a new and improved paradigm for treating trial participants, The WCG Patient Experience^™. Beyond raising patient awareness for clinical studies, we are shifting the clinical trial framework from treating participants as “subjects” to placing a greater focus on the patient experience, one which should rely on empathy from start to finish.

Our employees bring their heads and hearts to the mission, acting as change agents to serve a greater societal purpose. We maintain a leading employee retention ratio of 92% by selectively recruiting individuals who align with our core mission, and by providing differentiated compensation and benefits packages. We are proud of our Diversity and Inclusion culture with its emphasis on ensuring that we maintain an environment of mutual respect and equal opportunity for all.

In 2002, in partnership with the World Health Organization and the National Institutes of Health, WCG established the International Fellows Program to provide clinical professionals from both developed and emerging economies with the knowledge necessary to create, manage and administer IRBs within their own countries. WCG sponsors these Fellows to travel to the United States and attend six-month IRB training programs provided twice a year. Since inception, 200 program graduates, representing over 26 countries across four continents, have returned to their home countries with the requisite knowledge to improve the quality of clinical research and to ensure patient protection in their clinical trials, demonstrating WCG’s continued commitment to a 50-year long legacy of protecting the interests of patients in clinical research.

The COVID-19 pandemic also highlighted our organization’s remarkable dedication to its mission. Despite facing the challenges of remote working and the personal impacts of the pandemic, our team supported and contributed to over 723 COVID-19 trials, including many of the most highly impactful vaccines and antivirals.

WCG is proud to serve the individuals on the frontlines of science and medicine, and the organizations that strive to develop new products and therapies to improve the quality of human health. It is our role to empower them to accelerate advancement. We firmly believe that we must have the clinical insight to develop, the courage to advance, and the persistence to transform a change-resistant industry, while never compromising the highest level of ethical standards.

Our Competitive Strengths

We compete by offering a specialized and integrated suite of technology applications and expert clinical services across all stages of the clinical trial continuum. We differentiate ourselves through our competitive strengths, which include:

A Leading Position with a Long-standing Reputation: Through our predecessor companies, we have been serving the clinical trial community for over 50 years and have positioned ourselves as a leading provider of clinical trial solutions. Our strong reputation is evidenced by our client retention ratio of 99% as of December 31, 2020. The average tenure for our top 30 clients is more than 14 years. WCG has conducted over 58,000 ethical reviews over the past two decades, providing highly differentiated clinical trial services to stakeholders across the ecosystem. We believe our long-standing reputation, purpose-built mission and proven track record have positioned us as a partner of choice to some of most sophisticated biopharmaceutical companies, regulators, and investigators. We believe that the combination of our experience, track record of innovation, and expansive positioning within the industry will allow us to grow and capture increasing market share in our $9 billion total addressable market.

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Our Large, Growing and Diversified Client Base: Uniquely positioned at the center of the clinical trial ecosystem, we have provided our solutions and services to over 5,000 biopharmaceutical companies and CROs, 10,000 research sites, and several million patients over the past nine years. Addressing a broad array of therapeutic areas and trial phases, we serve a diversified base of clients, including all of the top 50 biopharmaceutical companies by revenue, all of the top eight CROs by revenue, and approximately 4,000 small and midcap biopharmaceutical companies. Additionally, WCG is contracted to provide services to 3,300 institutions, hospitals, and academic medical centers, up from approximately 215 such institutions in 2012, demonstrating that WCG has grown to represent virtually all institutions in FDA-regulated research. Along with these institutions, we support over 10,000 independent sites in their clinical trial activities and maintain close relationships with 100 patient advocacy groups. Further, we are proud to have our proprietary clinical technology installed and operating in over 100 Veterans Affairs hospitals, the largest health system in the United States, serving 9 million veterans. Our client base is diverse, with no client accounting for more than 10 % of our revenues in the years ended December 31, 2019 and 2020. Our top five clients represented less than 25% of our total revenues for the year ended December 31, 2020.

Our Differentiated and Integrated End-to-End Platform: We believe WCG has developed a powerful and differentiated platform, the WCG Clinical Trial Ecosystem^™, allowing for better connectivity among the three principal clinical trial stakeholders – sponsors and CROs, research sites, and patients. WCG has built on its unique position at the center of the clinical trial ecosystem, leveraging its long-term client relationships and a 50-year reputation. Stakeholders within the WCG Clinical Trial Ecosystem^™ are digitally connected to WCG and to one another by more than 30 proprietary, client-facing applications, which remain in place with the client and are used repeatedly across multiple trials over time. We believe the WCG Clinical Trial Ecosystem^™ has become a broad-based infrastructure for the industry at large, allowing for the startup and conduct of trials more cost-effectively and quickly. We believe that our platform is uniquely differentiated in the industry.

Our Proprietary Technology Applications: Our proprietary clinical technology applications have been built to address the key requirements of clinical trials, from start to end. These end-to-end applications have been designed by clinicians who have a deep understanding of the workflows involved at each stage of clinical trial execution. We offer 30 client-facing and purpose-built applications which are integrated into a single platform, with over 93% of WCG engagements delivered through our proprietary technology. Leveraging our technology, we maintain real-time connectivity to our clients and their clinical trial activity on a day-to-day basis and are strategically positioned to assemble large amounts of data which we believe provides us with differentiated insights. Each of our applications feeds real-time data to our WCG Knowledge Base^™, which in turn provides algorithm-supported clinical insights to optimize the conduct of each trial on a tailored basis. Combined and integrated into a single end-to-end platform, we believe that these technology assets differentiate us amongst our competitors and would present a challenge to replicate. We protect our proprietary technology through intellectual property rights, including copyrights, patents, trade secrets, know-how, and trademarks.

The Deep Expertise of Our People and Our Culture of Quality and Innovation: We are led by a diverse, global, and talented team of scientists, software engineers, and subject matter experts who not only advance our solutions but also seek to understand and tackle the industry’s greatest challenges. We believe that the extraordinary expertise of our teams and our high employee retention provide a powerful competitive advantage, and remain focused on investing in individual employee development programs. Sharing core values of dedication, ethics, quality, and respect, our executive management team is focused on transforming the clinical trial environment to ensure that much-needed therapies reach patients in need more quickly and effectively. We are driven by a strong spirit of innovation, with significant capital expenditures devoted to driving internal R&D activities. In addition to a strong financial track record demonstrated by our ability to meet or exceed our budget every year since our founding, our team has deep expertise in acquiring and integrating new capabilities, technologies and solutions, having closed 31 acquisitions since 2012. Finally, our management team benefits from the guidance and strategic counsel of two advisory boards in the fields of oncology and gene therapy, who consist of deeply experienced thought-leaders with insight into the changing landscape of research in these complex therapeutic areas.

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Our Growth Strategy

We serve large and high-growth markets, and we expect to continue to sustain our above-market growth trajectory by leveraging our differentiated platform and value proposition. There are significant competitive and regulatory barriers to entry that contribute to our leading market position. There is an increasing number of scientific, administrative, regulatory, and societal changes making clinical trials more challenging to conduct. Along with the ongoing shift of drug development towards small and midcap biopharmaceutical companies, a number of trends including increasing trial complexity and record levels of funding are fueling substantial organic growth and expanding the size of our market opportunity. We possess substantial opportunity to further cross-sell our solutions to our existing client base. We believe our unique position at the center of the clinical trial ecosystem combined with our proprietary WCG Knowledge Base^™ provides us with insights to further develop capabilities and solutions that solve the key critical industry pain points. Additionally, we expect to continue to augment our organic growth through strategic acquisitions to complement our existing suite of solutions with new capabilities.

Our future growth strategy relies on four key drivers:

Capitalize on Our Large and High-Growth Markets: As clinical trials have become more complex and costly, clients rely increasingly on our expert clinical insights and proprietary technology-enabled applications, a trend which has increased the size of our market opportunity and which we expect to persist. WCG has demonstrated approximately 16% revenue growth per year between 2018 and 2020, representing a significantly faster rate than our total market, which we estimate is projected to grow at a rate of 7% from 2018 through 2023. WCG captures an increasing share of the drug development being conducted by small and mid-cap biopharmaceutical companies, which accounted for approximately 63% of all clinical trials conducted in 2019. These earlier stage companies typically rely on fewer internal resources and are subject to shorter competitive timeframes. We believe WCG’s fit-for-purpose solutions have positioned us as a partner of choice for these emerging players in the clinical trial ecosystem. This growing client base reflected approximately 20% of our annual bookings growth in 2020, and is expected to continue to drive increased activity, fueled by record levels of funding. Through our end-to-end suite of offerings, we believe that we are well-positioned to capitalize on these continued tailwinds.

Grow Within Our Existing Client Base: Our strong growth is driven in large part by increasing penetration of our solutions within our existing client base. WCG has a proven track record of cross-selling its solutions, with our top 25 clients purchasing at least four of our solutions as of March 31, 2021. We believe that we have significant opportunity to expand our revenues with existing clients, and estimate the additional market opportunity from expanding our existing solutions within our top 25 clients to surpass $2 billion. Bookings within our top 25 clients grew by 43% between 2018 and 2020. Furthermore, given our position at the center of the clinical trial ecosystem, as we engage with additional clients and increase the penetration of our solutions among existing clients, the value of our insights and position in the industry further expand. To support this growth, we have executed master service agreements with 29 of our top 30 accounts. The bookings in our top 30 accounts have grown at an approximately 30% compounded annual growth rate from 2018 to the first quarter of 2021 and we estimate that the current opportunity from further cross selling our existing solutions to these clients to be over $1.6 billion. Our bookings performance in these 30 accounts has been resilient through the pandemic, with an increase of 20% compounded annual growth rate from 2018 through 2020.

Further Leverage the WCG Clinical Trial Ecosystem^™, the WCG Knowledge Base^™ and Our Proprietary Technology Platform: The improvement and optimization of clinical trial processes is being realized through operational transparency, which is only made possible by real-time data-driven analysis. Positioned at the core of our clinical trial platform, the WCG Knowledge Base^™ is a central repository of data, assembled by leveraging our role as the point of connectivity between all stakeholders of the clinical trial ecosystem.WCG Knowledge Base^™ includes 31 terabytes of real-time, regulatory-grade data. Our ubiquitous involvement in 90% of all global clinical trials, over the last two years ended December 31, 2020 as estimated by our management, provides us with a unique access to data which, when combined with our clinical expertise, delivers actionable trial insights to our clients. We have demonstrated our ability to successfully improve the trajectory of clinical trials across

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therapeutic areas based on insights gained from our industry-wide WCG Knowledge Base^™. In addition to direct client applications, the WCG Knowledge Base^™ provides us with differentiated insight into the key critical pain points of the clinical trial ecosystem and informs our new product innovation and broader business development. We believe that our integrated platform is a key competitive advantage that allows us to deliver deep insights to our clients, further differentiating our suite of solutions and enhancing the attractiveness of our offering to prospective partners.

Continuously Expand Our Platform Through the Acquisition of New Capabilities: Since 2012, we have acquired and successfully integrated 30 companies, which have allowed us to further expand our suite of solutions and capabilities. Acquiring and integrating additional capabilities are part of our core competencies and will remain an important pillar of our growth strategy. We believe there remains a significant opportunity to expand in our $9 billion total addressable market and beyond. We expect to continue to rely on strategic acquisitions to enhance our capabilities, and will leverage our business development team to drive further cross-selling in with the aim to supplement our organic growth.

Sales and Marketing

Our sales and marketing functions pursue a coordinated approach with a global commercial team of business development, product management, and marketing experts. Our global commercial team collaborates with our scientists, subject matter experts, and technologists to engage with customers and prospects to understand their needs and offer tailored solutions with our software and technology-enabled services. Our marketing campaigns include integrated, multi-channel campaigns designed to highlight the benefits and differentiated capabilities of our software and technology-enabled services to reach new audiences and generate and nurture leads. Furthermore, we invest significant time and resources on thought leadership. Our scientists and experts have authored thousands of scientific publications, posters, and articles to share knowledge and methods and advance adoption. We also partner with software distributors in global regions to expand our reach.

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Competition

No single company offers a suite of clinical trial solutions that compete with all of our services and solutions. Nevertheless, the market for our ethical review services and clinical trial solutions and related services for the biopharmaceutical industry is competitive and highly fragmented. In our ER segment, we compete with several commercial IRBs, notably Advarra, Inc. Our CTS segment competes with in-house teams at biopharmaceutical companies as well as several clinical trial businesses, which include eResearch Technology, Inc., Medidata Solutions, Inc. and Signant Health, among others. We generally compete in software and solutions on the basis of the quality and capabilities of our products, our scientific and technical expertise, our ability to innovate and develop solutions attractive to customers, our customer and regulatory agency partnerships, and price, amongst other factors. We believe that our competitive position is strong, and that we are able to effectively win new customers with our integrated services and solutions.

Intellectual Property

Our success and ability to compete depend in part upon our intellectual property. We rely on a combination of patent, trademark, copyright and trade secret laws, as well as contracts with our employees and third parties, to protect our technology, brands and other intellectual property. We have a portfolio of patents to protect certain of our methods, systems and designs. We cannot predict whether any patent applications we are currently pursuing will issue as patents in any particular jurisdiction or whether the claims of any issued patents will provide sufficient proprietary protection from competitors.

We also have applied for and/or obtained and maintain registration in the United States and other countries for numerous trademarks We pursue trademark registrations to the extent we believe doing so would be beneficial to our competitive position. We cannot predict whether any pending trademark applications will be granted. Third parties may also oppose our trademark applications, which could result in the rejection of those applications. Alternatively, in order to resolve an opposition, we have in the past, and may again in the future have to enter into a co-existence or settlement agreement with the third party opposing our trademark application, which could place limits on our use and/or display of the relevant trademark.

From time to time, we may be involved in intellectual property litigation. We may bring suits alleging that third parties are infringing or otherwise violating our intellectual property, and third parties may sue us, alleging that we are infringing or otherwise violating their intellectual property. We may also be involved in disputes challenging the validity, enforceability or ownership of intellectual property rights, or opposing applications for the registration or issuance of intellectual property.

Human Capital

At WCG, our people enable our business. Our global workforce strives towards our mission everyday: to accelerate scientific advancement of life-saving therapies by providing the highest quality services which reduce delays and costs and ensure that the risks of progress never outweigh the value of human life. Our workforce exhibits courage to drive positive change, serve a greater purpose, and bring their head and heart to our mission for the betterment of the world. WCG’s values and culture sit at the center of our commitment to all stakeholders in the clinical trial ecosystem and guide our recruitment, retention and development of our talent.

We are led by a diverse, global, and talented team of scientists, software developers, and subject matter experts who seek to understand our customers’ challenges and are dedicated to tackling these challenges. As of March 31, 2020, our workforce included a total of nearly 4,400 individuals, including 1,322 full-time employees, 26 part-time employees and over 3,000 contingent employees which are largely on-demand clinicians. Approximately 30% of our workforce held advanced degrees in their respective disciplines, including Ph.Ds, MDs, and other clinical science areas. We offer employees a myriad of professional development opportunities and encourage a performance-driven environment. Through WCG’s Diversity & Inclusion Council, we promote

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a diverse and inclusive work environment that honors the diversity and potential of our workforce. In response to COVID-19 in 2020 and 2021, we have implemented a flexible and proactive approach that adapted our work environment, policies and benefits to provide support for our workforce as they balanced their personal and professional lives. During this period, no employees were impacted through reductions in force, layoffs or furloughs and we were able to provide uninterrupted service to clients and take on new work in support of helping end COVID-19. None of our employees are represented by a labor union, and we have never experienced a work stoppage. We believe that our relations with our employees are positive.

Government Regulation

Regulation of Institutional Review Boards

A key element of our business is the offering of central IRB reviews and approvals for our customers’ clinical studies. IRB review is a key requirement for our customers’ conduct of clinical studies in support of the development of product candidates. IRBs are subject to regulation by the Office of Human Research Protections in the U.S. Department of Health and Human Services and the FDA related to the review and approval of clinical trials. FDA regulations govern the composition, operation, registration, and responsibilities of IRBs that review certain FDA-regulated clinical trials and clinical trials in support of research or marketing authorizations for certain FDA-regulated products. In conducting its initial review and continuing review required to be conducted at least annually, IRB must adhere to written procedures and evaluate certain approval criteria, which, among other things, ensures that the risk to research subjects is minimized and reasonable in relation to the anticipated benefits of the trial. An IRB is expected to review all research documents and activities, including but not limited to, informed consents, protocols, and investigator brochures. Additionally, IRBs must meet various notice, documentation and recordkeeping requirements, as required by federal law. IRBs are routinely visited and examined by FDA inspectors in some instances, several times per year. In addition to complying with federal regulations, WCG IRB voluntarily conforms to the accreditation requirements of the Association for the Accreditation of Human Research Protection Programs (“AAHRPP”), an independent accreditation organization which has the sole mission of assuring IRBs perform to the highest standards of the industry. Every five years, the IRB must reapply for new accreditation which is awarded after successfully completing an on-site, multi-day audit conducted by third-party experts. WCG’s predecessor company, Western IRB was the first commercial IRB to be accredited by AAHRPP in 2003, and WCG IRB has maintained that accreditation since that time. Assuring that our IRB activities remain as the standard of the IRB industry, WCG has met the requirements for an ISO 9001 Certification in recognition of our continuous improvement processes. Beyond complying with federal regulatory standards, and conforming to AAHRPP accreditation requirements, WCG IRB is audited by our clients on an average 15 times per year.

The FDA may conduct inspections of IRBs to verify compliance with regulatory requirements. If nonconformities are observed, the FDA may issue a Warning Letter, untitled letter, or depending on the severity and repeat nature of the violation, may disqualify an IRB. Until the IRB takes appropriate corrective action, FDA may withhold approval of new studies that are conducted at the institution or reviewed by the IRB, direct that no new subjects be added to ongoing studies, terminate ongoing studies when doing so would not endanger the subjects, or notify relevant state and federal regulatory agencies and other parties with direct interest in the FDA’s action of the deficiencies in the operation of the IRB in instances when the apparent noncompliance creates a significant threat to the rights and welfare of human subjects. The FDA may also refuse to consider data from a clinical trial reviewed by a disqualified IRB in support of a marketing authorization.

Regulation of Biopharmaceutical and Medical Device Products

The development, testing, manufacturing, labeling, approval, promotion, distribution and post-approval monitoring and reporting of biopharmaceutical products are subject to regulation by numerous governmental authorities at both the national and local levels, including the FDA. Our customers’ products are subject to these regulations, and our customers expect and require that certain of our services and offerings comply. For example,

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our customers may require that documents or records we produce that may be used in support of the development and approval process be compliant with part 11 of Title 21 of the U.S. Code of Federal Regulations, which relates to the creation, modification, maintenance, storage, retrieval, or transmittal of electronic records submitted to the FDA. Further, certain portions of our business we conduct in connection with designing preclinical and clinical trials must comply with Good Clinical Practice requirements adopted by the FDA and similar regulatory authorities in other countries, which helps ensure the quality and integrity of the data. In certain circumstances, we have taken on legal and regulatory responsibility through a transfer of obligations to us from our clinical trial customers. Failure to comply with certain regulations may result in the termination of ongoing research and disqualification of data collected during the clinical trials. For example, violations could result, depending on the nature of the violation and the type of product involved, in the issuance of a warning letter, suspension or termination of a clinical trial, refusal of the FDA to authorize a clinical study for initiation, approve marketing applications or withdrawal of such applications, injunction, seizure of investigational products, civil penalties, criminal prosecutions or debarment.

Healthcare and Biopharmaceutical Industry Arrangements

The conduct of pre-clinical and clinical trials may be subject to laws and regulations that are intended to prevent the misuse of government healthcare program funding. In the United States, these laws include, among others, the False Claims Act, which prohibits submitting or causing the submission of false statements or improper claims for government healthcare program payments, and the federal Anti-Kickback Statute, which prohibits paying, offering to pay or receiving payment with the intent to induce the referral of services or items that are covered under a federal healthcare program. Violations of these laws and regulations may result in administrative, civil, and criminal penalties, fines, imprisonment and possible exclusion from federal healthcare programs.

Healthcare Reform

In recent years, there have been a number of legislative and regulatory changes designed to reform the U.S. healthcare system. For example, ACA substantially changed the way healthcare is financed by both governmental and private insurers, and other government and Congressional inquiries, proposed and enacted legislation and regulations, guidance documents, and executive actions have intended to, among other things, ensure that IRBs are providing adequate patient protection, increase the transparency of product pricing, reform government program reimbursement methodologies for drug products, and provide procedures for the importation of certain prescription drugs authorized for sale in a foreign country. In addition, there has been increased legislative scrutiny of commercial IRBs, including their operations and conflicts of interest. Any healthcare reform and cost-containment measures may affect the healthcare and biopharmaceutical industry, including research and development initiatives, and could result in reduced demand for our services.

Bribery, Anti-Corruption and Other Laws

We are subject to compliance with the FCPA and similar anti-bribery laws, such as the Bribery Act, which generally prohibit companies and their intermediaries from making improper payments to foreign government officials for the purpose of obtaining or retaining business. In addition, in the United States, we may also be subject to certain state and federal fraud and abuse laws, including the federal Anti-Kickback Statute and False Claims Act, that are intended to reduce waste, fraud and abuse in the health care industry. Our employees, distributors, and agents are required to comply with these laws, and we have implemented policies, procedures, and training, to minimize the risk of violating these laws.

Properties

As of March 31, 2021, we had 26 offices in four countries, with our headquarters located in Princeton, New Jersey. We lease all of our offices. None of our facilities are used for anything other than general office use. We

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believe that our facilities are adequate for our operations and that suitable additional space will be available when needed. Because of the COVID-19 pandemic, in March 2020, we temporarily closed all of our offices. As of March 31, 2021, all of our offices remained closed, but we have instituted a protocol for assessing the need to re-open any facilities and determining what safety measures are required or recommended by local health authorities to re-open such facilities. We believe our employees have been able to maintain the same level of productivity in a remote working environment as they did prior to the pandemic. We expect that most of our offices will re-open in some capacity once the current pandemic has abated.

As of March 31, 2021, our significant operating leases were as follows:

Location	Approximate Square Footage		Lease Expiration Date
Princeton, New Jersey		44,500	December 16, 2022
Puyallup, Washington		49,800	June 30, 2024
Cary, North Carolina		49,500	February 29, 2028
Plymouth Meeting, Pennsylvania		25,000	August 10, 2021
Eden Prairie, Minnesota		41,900	December 31, 2029
Frankfurt am Main Hesse, Germany		3,200	September 30, 2027
Hamilton, New Jersey		35,000	December 31, 2027
München Bavaria, Germany		2,900	Perpetual
Madison, Wisconsin		13,100	August 31, 2021
Tokyo, Japan		2,600	February 19, 2022

Legal Proceedings

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. Management believes that we do not have any pending or threatened litigation which, individually or in the aggregate, would have a material adverse effect on our business, results of operations, financial condition and/or cash flows.

Indemnification and Insurance

Our business exposes us to potential liability including, but not limited to, potential liability for (i) breach of contract, negligence, and privacy and network security claims by our customers, (ii) non-compliance with applicable laws and regulations, and (iii) employment-related claims. In certain circumstances, we may also be liable for the acts or omissions of others, such as suppliers of goods or services.

We attempt to manage our potential liability to third-parties through contractual protection (such as indemnification and limitation of liability provisions) in our contracts with customers and others, and through insurance. The contractual indemnification provisions vary in scope and generally protect us from what we would consider the most likely potential liabilities, with common exceptions such as liability arising out of our gross negligence or willful misconduct. In addition, in the event that we seek to enforce such an indemnification provision, the indemnifying party may not have sufficient resources to fully satisfy its indemnification obligations or may otherwise not comply with its contractual obligations.

We generally require our customers and other counterparties to maintain adequate insurance, and we currently maintain errors and omissions, professional liability, and cyber liability insurance coverage with limits and terms we believe to be appropriate and customary. The coverage provided by such insurance is subject to all usual and customary terms and conditions, and accordingly may not be adequate for all claims made. Further, such claims may be contested by applicable insurance carriers.

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Data Privacy and Security

Numerous state, federal and foreign laws, including consumer protection laws and regulations, govern the collection use, processing, disclosure, transmission and protection of personal information, including personal health-related information. In the United States, numerous federal and state laws and regulations, including data breach notification laws, health information privacy and security laws, such as HIPAA, and federal and state consumer protection laws and regulations (for example Section 5 of the Federal Trade Commission Act), that govern the collection, use, processing, disclosure, transmission and protection of health-related and other personal information could apply to our operations or the operations of our partners. In addition, certain state and non-U.S. laws, such as the CCPA, the CPRA, the GDPR and the UK GDPR, govern the privacy and security of personal information, including personal health information in certain circumstances, some of which are more stringent than HIPAA and many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. We have implemented a security program using an Information Security Management System (“ISMS”) designed to preserve privacy and apply security controls to protect our information assets. The ISMS serves as a mechanism to continuously evaluate, improve, and maintain information security controls critical to our business. The WCG ISMS is certified in conformance with the international security standard ISO27001:2013, which is managed centrally and applied across the entire Company, providing the ability to reduce exposure and adapt to cybersecurity threats. Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other, complicating compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information about our executive officers and directors, including their ages as of the date of this prospectus.

Name	Age		Position
Executive Officers
Donald A. Deieso, Ph.D.		72	Executive Chairman and Chief Executive Officer and Director
Nicholas Slack		38	President and Chief Commercial Officer
Laurie L. Jackson		57	Chief Financial Officer and Chief Administration Officer
Barbara J. Shander		51	Chief Legal Officer and EVP of Corporate Development
Dawn Flitcraft		55	President of Ethical Review Division
Non-Employee Directors
John Baumer		53	Director
Eugene Gorbach		44	Director
Henrik Kjær Hansen		44	Director
Stephen McLean		63	Director
Kavita Patel, MD		47	Director
Richard Pilnik		64	Director
James Rothman, Ph.D		71	Director
Peter Zippelius		42	Director
Charles D. Kennedy		58	Director Nominee*

*To be elected to the board upon or before the consummation of this offering.

The following is a brief biography of each of our executive officers and directors:

Donald A. Deieso, Ph.D has served as our Chief Executive Officer since October 2013 and executive chairman of our board of directors since February 2012. Dr. Deieso also currently serves as a member of the board of directors of BioIVT since May 2016 and Inspire since 2018, and previously served as Chairman of the board of directors for Certara, Inc. from 2014 to 2018, former Chairman of TractManager, Inc. from 2013 to 2021, former Chairman of Breckenridge Financial Services from 2013 to 2015, and a director of iMDS from 2012 to 2013. Prior to joining the Company, Dr. Deieso served as an operating partner and co-head of the Healthcare Group at Arsenal Capital Partners from 2011 to 2019. Dr. Deieso served as Chief Executive Officer of a number of publicly-traded and privately-held companies in the healthcare, biopharmaceutical, technology, and engineering industries. Additionally, Dr. Deieso has held senior positions in federal and state regulatory agencies. Dr. Deieso received a B.S. in mechanical engineering from Manhattan College, and an M.S. and Ph.D. from Rutgers University. We believe Dr. Deieso brings to our board of directors extensive knowledge of the healthcare, biopharmaceutical and technology industries, which together with his experience leading the Company as our Chief Executive Officer, makes him well qualified to serve as one of our directors.

Nicholas Slack has served as our President and Chief Commercial Officer since November 2020. Mr. Slack previously served as our Executive Vice President and Chief Commercial Officer from January 2018 to November 2020, our Chief Growth Officer from January 2014 to January 2018, and SVP of Consulting and Strategic Partnerships from July 2012 to January 2014. Prior to joining the Company, Mr. Slack served as the Director of Consulting Services for HRP Consulting Group from October 2010 to July 2012, and the Associate Director of Accreditation for AAHRPP from August 2008 to October 2010. Mr. Slack received a B.A. in philosophy from the University of Akron in 2005 and an M.S. in bioethics from the University of Pennsylvania.

Laurie L. Jackson, MBA, CPA, has served as Chief Financial Officer of WCG since August 2017, adding Chief Administration Officer to her responsibilities in March 2021, including oversight of the Human Capital

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Management function and the Company’s entire real estate portfolio. Preceding her current role and upon joining the Company, Ms. Jackson held dual roles of President and Chief Financial Officer for Western IRB (WIRB), one of WCG’s largest operating units. Prior to joining WCG, Ms. Jackson was Chief Financial Officer for The Broadlane Group, Inc., a role she held from September 2000 to May 2011. Previous roles included Assistant Controller at DaVita; Director, Financial Reporting at Tenet Healthcare; and Director of Finance, Mountain Region for Hillhaven Corp. Ms. Jackson has over 30 years of global executive leadership experience in finance, accounting, and operations with rapidly-growing healthcare organizations. Ms. Jackson earned a B.A. in accounting from Western Washington University, and an M.B.A. from the City University of Seattle.

Barbara J. Shander has served as our Chief Legal Officer and EVP of Corporate Development since April 2021. Ms. Shander was previously an attorney with Morgan, Lewis & Bockius LLP’s corporate and business transactions group from October 1997 to April 2021, where she was partner from 2004 until 2021 and deputy practice area leader of the Private Equity practice. Ms. Shander received a B.S. in accounting from the University of Delaware, and a J.D. from Villanova University School of Law.

Dawn Flitcraft has served as the President of our Ethical Review Division since January 2019. Ms. Flitcraft joined the Company in 2016 as the Chief Merger and Acquisition (M&A) Integration Officer. Prior to joining the Company, from March 2016 to November 2016, Ms. Flitcraft was the Chief Operating Officer and General Manager for Keosys Medical Imaging, a medical imaging company, and from October 2003 to October 2015, Ms. Flitcraft served in a variety of executive management roles at BioClinica, a company that supports pharmaceutical and medical device innovation. Ms. Flitcraft received a B.S. in nuclear medicine and biology from Cedar Crest College and she holds a certification in M&A Integration.

John Baumer has served as a member of our board of directors since 2019. Mr. Baumer is a partner at Leonard Green & Partners, LP, where he has been employed since May 1999. Prior to joining Leonard Green & Partners, LP, he served as a Vice President in the Corporate Finance Division of Donaldson, Lufkin & Jenrette Securities Corporation, or DLJ, in Los Angeles. Prior to joining DLJ in 1995, Mr. Baumer worked at Fidelity Investments and Arthur Andersen LLP. Mr. Baumer served on the board of directors of Petco Animal Supplies, Inc., a pet care product company, from 2000 to 2016 and Leslie’s Poolmart, Inc., a specialty retailer of swimming pool supplies and related products, from 2001 to 2017. He earned a B.A. in Business Administration from the University of Notre Dame and an M.B.A. from the Wharton School at the University of Pennsylvania. We believe Mr. Baumer is qualified to serve on our board of directors due to his finance and capital markets experience as well as insight into the healthcare industry, gained from advising multiple healthcare companies.

Eugene Gorbach has served as a member of our board of directors since 2012. Mr. Gorbach is an Investment Partner of Arsenal, a private equity firm where he has been employed since 2008. Mr. Gorbach co-leads Arsenal’s healthcare investment franchise. During his tenure at Arsenal, Mr. Gorbach has led a number of investments to build prominent businesses in pharmaceutical services, life sciences and information technology, such as Certara, Inc., CellCarta Inc., BioIVT, Inc., and TractManager, Inc. He currently serves on the board of directors of Cello Health, a leading provider of pharmaceutical market access and scientific evidence communication solutions; CellCarta, a leading immunology research laboratory services business; and BioIVT, Inc. a biological product company specializing in control and disease state matrices. Mr. Gorbach earned a B.A. in Economics and Government from Dartmouth College, and an M.B.A. from the Wharton School at the University of Pennsylvania. We believe Mr. Gorbach is qualified to serve on our board of directors due to his experience in finance and in investing in pharmaceutical services companies.

Henrik Kjær Hansen has served as a member of our board of directors since 2020. Mr. Hansen is employed as a Senior Partner, Head of Principal Investments New Investments and Projects at Novo Holdings A/S, a role he has held since joining the firm in 2017. Prior to joining Novo Holdings A/S, Mr. Hansen was a Senior Vice President at Moelis & Co. in London from 2009 to 2016. Mr. Hansen currently serves on the board of directors of Orexo AB, a pharmaceutical company. He holds a BSc. in Business Administration and a MSc. in Applied Economics and Finance from Copenhagen Business School. We believe Mr. Hansen is qualified to serve on our board of directors due to his experience with healthcare buy-and sell-side M&A transactions.

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Stephen McLean has served as a member of our board of directors since 2012. Mr. McLean has served as a Senior Partner, Healthcare Group of Arsenal Capital Partners, a New York-based private equity firm, since 2010. Previously, he was a founder of Merrill Lynch Capital Partners and its successors as well as a founder of several life sciences businesses. Mr. McLean currently serves on the board of directors of a number of private companies and one public company, including BioIVT, LLP, a provider of biospecimens for drug discovery; CellCarta, Inc., a provider of specialized research services in the development of immunology and oncology focused drugs; Accumen, Inc., a provider of technology-enabled solutions to optimize clinical laboratories and imaging departments; Pharma Value Demonstration, Inc., a provider of services to analyze and communicate the value and effectiveness of drugs, a Florida-based primary care provider, and Certara Inc. drug development and software services company. He previously served as director of TractManager Inc., a provider of contract and spend optimization solutions for hospitals and payers. Mr. McLean is also a founder and Chairman of the International Biomedical Research Alliance, a non-profit organization dedicated to training biomedical researchers in collaboration with the Best Value Healthcare LLC, National Institutes of Health, Oxford and Cambridge Universities. He graduated from the Wharton School of the University of Pennsylvania with a B.S. in Economics, summa cum laude and an M.B.A., with Distinction. We believe Mr. McLean is qualified to serve on our board of directors due to his insight into the healthcare industry, gained from founding, investing in, and serving as a director of multiple healthcare companies as well as his knowledge of finance.

Kavita Patel, MD has served as a member of our board of directors since November 2020. Dr. Kavita Patel is a practicing physician in Washington, D.C., and a Nonresident Fellow at the Brookings Institution, where her research and reports focus on patient-centered care, payment and delivery systems and health reform. She previously served in the Obama Administration as Director of Policy for the Office of Intergovernmental Affairs and Public Engagement in the White House. She also served as a policy analyst and aide to the late Senator Edward Kennedy. As Deputy Staff Director on Health, she was part of the senior staff of the Health, Education, Labor and Pensions (HELP) Committee under Senator Kennedy’s leadership. Dr. Patel also served as the Managing Director of Clinical Transformation at the Center for Health Policy at the Brookings Institution and Vice President of Payer and Provider Strategy at Johns Hopkins Health System. Dr. Patel currently serves on the board of directors of SelectQuote, Inc. Dr. Patel serves on the board of several non-profit organizations, including Dignity Healthcare and SSM Healthcare. Dr. Patel holds a B.A. in Plan II Honors from the University of Texas at Austin, an M.D. from University of Texas Health Science Center, and a M.S. from the University of California, Los Angeles. We believe that Dr. Patel is qualified to serve on our board of directors based on her extensive experience as a medical practitioner.

Richard Pilnik has served as a member of our board of directors since April 2021, and following this offering will serve as our lead independent director. Mr. Pilnik has been President of RDP Consulting, Inc. since 2009. Mr. Pilnik was the President and member of the board of directors of Vigor Medical Services, Inc., a medical device company, since May 2017. From December 2015 to November 2017, Mr. Pilnik served as a member of the board of directors of Chiltern International Limited, a private leading mid-tier clinical research organization, and was Chairman of the Board from April 2016 to November 2017. Currently, Mr. Pilnik serves on the board of directors of DiaMedica Therapeutics Inc., a clinical-stage biopharmaceutical company that is developing innovating treatments with a focus on neurological and kidney diseases. Mr. Pilnik holds a Bachelor of Arts in Economics from Duke University and an MBA from the Kellogg School of Management at Northwestern University. We believe that Mr. Pilnik’s deep experience in the biopharmaceutical and healthcare services industry enables him to make valuable contributions to our Board of Directors.

James Rothman, Ph.D has served as a member of our board of directors since February 2012. Dr. Rothman has been a faculty member at Yale University since 2008, where he serves as the Sterling Professor of Cell Biology, Chairman of the Yale School of Medicine’s Department of Cell Biology and is the Director and founder of the Nanobiology Institute. Dr. Rothman served as Chief Scientific Officer of GE Healthcare, from 2004 to 2008. Previously, Dr. Rothman founded and chaired the Department of Cellular Biochemistry and Biophysics at Memorial Sloan-Kettering Cancer Center from 1991 until 2004, where he held the Paul A. Marks Chair and served as a Vice-Chairman of Sloan-Kettering Institute. Previously, Dr. Rothman was the Wu Professor of Chemical Biology in the Department of Physiology and Cellular Biophysics at Columbia University and Director of Columbia University’s Sulzberger Genome Center, from 2004 to 2008. Dr. Rothman was awarded the 2013

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Nobel Prize in Physiology or Medicine, for his discoveries in cellular biology. Dr. Rothman chairs Arsenal Capital Partners’ Healthcare Advisory Board and currently serves on the board of directors for various private biotechnology companies. Dr. Rothman holds a B.S. in Physics from Yale College, and a Ph.D. in Biological Chemistry from Harvard Medical School. We believe that Dr. Rothman is qualified to serve on our board of directors due to his educational background and extensive experience in biochemistry and cell biology, as well as his experience as an executive of healthcare and biotechnology companies.

Pete Zippelius has served as a member of our board of directors since 2019. Mr. Zippelius is a Partner at Leonard Green & Partners, L.P., which he joined in 2018. Previously, Mr. Zippelius was a Managing Director and Co-Head of North American Healthcare Investment Banking at J.P. Morgan Chase & Co. from 2015 to 2018. Prior to his time at J.P. Morgan, Mr. Zippelius was a Managing Director and Co-Head of Healthcare Services Investment Banking at Deutsche Bank Securities, and prior to that, he was a Managing Director in the Healthcare Investment Banking group at Morgan Stanley. He presently serves on the board of directors of Catalent, a provider of delivery technologies, development, drug manufacturing, biologics, gene therapies and consumer health products, Press Ganey, a company developing and distributing patient satisfaction surveys, and WellSky, a company offering healthcare software solutions. He holds a B.S. in Finance from Virginia Tech. We believe Mr. Zippelius is qualified to serve on our board of directors due to his business experience and financial acumen.

Charles D. Kennedy, MD has been nominated to serve as a member of our board of directors. Since July 2017, Dr. Kennedy has served as the Chief Executive Officer and Managing Partner of Blue Ox Healthcare Partners, LLC (“Blue Ox”), where he leads the firm’s overall strategic focus and is a member of the Investment Committee. Prior to Blue Ox, Dr. Kennedy was Chief Population Health Officer for Healthagen, Aetna’s healthcare IT subsidiary, from January 2015 to January 2017. He also served as CEO of Aetna’s Accountable Care Solutions division, growing revenues from single digit million to a multi-billion-dollar subsidiary. Before Aetna, Dr. Kennedy was CEO of Anthem’s HealthCore subsidiary, Vice President of Health Information Technology for WellPoint, Co-Founder and CEO of CareAssured, and Director of Strategic Informatics at Blue Shield of California. Previously, Dr. Kennedy was a practicing physician on the medical staff at Kaiser Permanente and other Northern California medical facilities for seven years. He currently serves on the board of Blue Ox portfolio company Epic Sciences. Dr. Kennedy has served on the AHIP Foundation Board, and the advisory board for the Center for Healthcare Innovation, Healthcare and Life Science Innovation Lab. He was also a founding commissioner of the Certification Commission for Health Information Technology and served a five-year appointment as the health insurance industry representative to the U.S. Government on the HIT Policy Committee advising the management and distribution of a $30 billion budget. He holds an M.D. in Internal Medicine from the University of California at Los Angeles, an M.B.A. in Corporate Strategy and Health Care Economics from Stanford University, and a B.S. in Genetics from the University of California at Berkeley. We believe that Mr. Kennedy’s background and experience in finance and information technology, including his over 25 years of experience as a C-level executive and board advisor at several leading companies, qualifies him to serve on our board of directors.

Composition of the Board of Directors after this Offering

Our business and affairs are managed under the direction of the board of directors. Our board of directors will consist of ten directors.

Pursuant to the Voting Agreement, the Principal Stockholders will agree to vote, or cause to be voted, all of their outstanding shares of our common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the LGP Directors, the Arsenal Directors and the Novo Director. Immediately following the consummation of this offering, LGP will own 116,561,248 shares of common stock of WCG, which represents approximately 31% of the voting power of all of WCG’s common stock; Arsenal will own 85,893,188 shares of common stock of WCG, which represents approximately 23% of the voting power of all of WCG’s common stock, Novo will own 54,264,653 shares of common stock of WCG, which represents approximately 14% of the voting power of all of WCG’s common stock, and GIC Investor will own 44,962,141

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shares of common stock of WCG, which represents approximately 12% of the voting power of all of WCG’s common stock, in each case, assuming no exercise of the underwriters’ option to purchase additional shares. LGP has designated John Baumer and Peter Zippelius as nominees for election to our board of directors, and Arsenal has designated Eugene Gorbach and Stephen McLean as nominees for election to our board of directors and Novo has designated Henrik Kjaer Hansen as a nominee for election to our board of directors. GIC Investor has designated Igor Baskin as a non-voting observer of our board of directors.

So long as LGP owns, in the aggregate, (i) greater than 50% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, LGP will be entitled to nominate two directors, (ii) less than or equal to 50%, but greater than 30% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, it will be entitled to nominate one director, and (iii) less than or equal to 30%, it will not be entitled to nominate a director.

So long as Arsenal owns, in the aggregate, (i) greater than 70% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, Arsenal will be entitled to nominate two directors, (ii) less than or equal to 70%, but greater than 40% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, it will be entitled to nominate one director, and (iii) less than or equal to 40% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, it will not be entitled to nominate a director.

So long as Novo owns, in the aggregate, (i) greater than 60% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, Novo will be entitled to nominate one director, and (ii) less than or equal to 60%, it will not be entitled to nominate a director.

So long as GIC Investor owns, in the aggregate, (i) greater than 75% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, GIC Investor will be entitled to designate one non-voting observer to our board of directors. See “Certain Relationships and Related Party Transactions—Voting Agreement.”

In accordance with our amended and restated certificate of incorporation, which will be in effect upon the closing of this offering, our board of directors will be divided into three classes with staggered three year terms. At each annual meeting of stockholders after the initial classification, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. Our directors will be divided among three classes as follows:

• the Class I directors will be John Baumer, Donald E. Deieso, Ph.D. and Eugene Gorbach, and their terms will expire at the annual meeting of stockholders to be held in 2022;

• the Class II directors will be Peter Zippelius, Stephen McLean, James Rothman, Ph.D. and Kavita Patel, M.D., and their terms will expire at the annual meeting of stockholders to be held in 2023; and

• the Class III directors will be Richard Pilnik, Charles D. Kennedy, M.D. and Henrik Kjaer Hansen, and their terms will expire at the annual meeting of stockholders to be held in 2024.

Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our board of directors may have the effect of delaying or preventing changes in control of our Company.

From and after the first date on which the Principal Stockholders cease to beneficially own (directly or indirectly) more than 50% of the voting power of the outstanding shares of common stock, directors may only be removed for cause by the affirmative vote of the holders of at least a two-thirds in voting power of the outstanding shares of our common stock. Prior to such time, directors may be removed with or without cause by the affirmative vote of the holders of at least a majority in voting of the outstanding shares of our common stock.

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Director Independence and Controlled Company Exception

Our board of directors has affirmatively determined that John Baumer, Eugene Gorbach, Henrik Kjaer Hansen, Stephen McLean, Kavita Patel, MD, Richard Pilnik, James Rothman, Ph.D, Peter Zippelius and Charles D. Kennedy are independent directors under the rules of The Nasdaq Global Select Market.

After the consummation of this offering, the Principal Stockholders will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a “controlled company” within the meaning of The Nasdaq Global Select Market’s corporate governance standards. Under these rules, a “controlled company” may elect not to comply with certain corporate governance standards, including the requirements:

• that a majority of our board of directors consist of independent directors;

• that our board of directors have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;

• that our board of directors have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• for an annual performance evaluation of the nominating and corporate governance committee and compensation committee.

Following this offering, we may elect to rely on certain of the exemptions listed above for so long as we remain a “controlled company.” As a result, you may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements. See “Risk Factors—Risks Related to our Common Stock and this Offering—We are a “controlled company” within the meaning of The Nasdaq Global Select Market’s rules and, as a result, will qualify for, and may rely on, exemptions from certain corporate governance requirements.” In the event that we cease to be a “controlled company” and our common stock continues to be listed on The Nasdaq Global Select Market, we will be required to comply with these provisions within the applicable transaction periods.

Leadership Structure of the Board of Directors

Our board of directors will combine the roles of chairman of the Board and Chief Executive Officer. These positions will be held by Donald A. Deieso, Ph.D., as our Executive Chairman and Chief Executive Officer at the consummation of this offering. The board of directors has determined that combining these positions will serve the best interests of the Company and its stockholders. The board of directors believes that the Company’s Chief Executive Officer is best situated to serve as Chairman because he is the director most familiar with the Company’s business and industry, and most capable of effectively identifying strategic priorities and leading the consideration and execution of strategy. The board of directors believes that the combined position of Chairman and Chief Executive Officer promotes the development of policy and plans, and facilitates information flow between management and the board of directors, which is essential to effective governance.

Committees of the Board of Directors

Upon consummation of this offering, our board of directors will have the following committees: the audit committee, the compensation committee and the nominating and corporate governance committee. From time to time, our board of directors may also establish any other committees that it deems necessary or desirable.

Audit Committee. Upon consummation of this offering, we expect to have an audit committee consisting of Eugene Gorbach, as chair and Kavita Patel, MD and Richard Pilnik. Rule 10A-3 of the Exchange Act requires us to have one independent audit committee member upon the listing of our common stock, a majority of

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independent directors on our audit committee within 90 days of the effective date of this registration statement and an audit committee composed entirely of independent directors within one year of the effective date of this registration statement. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. Our board of directors has determined that, besides Mr. Gorbach (who is an affiliate of Arsenal), the members of the audit committee satisfy the independence requirements of Rule 10A-3. The audit committee appoints and reviews the qualifications and independence of our independent registered public accounting firm, prepares compensation committee reports to be included in proxy statements filed under SEC rules and reviews the scope of audit and non-audit assignments and related fees, the results of the annual audit, accounting principles used in financial reporting, internal auditing procedures, the adequacy of our internal control procedures, the quality and integrity of our financial statements and investigations into matters related to audit functions. The audit committee is also responsible for overseeing risk management on behalf of our board of directors. See “—Risk Oversight.”

Compensation Committee. Upon consummation of this offering, we expect to have a compensation committee consisting of Stephen McLean, as chair and James Rothman, Ph.D and Peter Zippelius. The principal responsibilities of the compensation committee are to review and approve matters involving executive and director compensation, recommend changes in employee benefit programs, authorize equity and other incentive arrangements, prepare compensation committee reports to be included in proxy statements filed under SEC rules and authorize our Company to enter into employment and other employee related agreements.

Nominating and Corporate Governance Committee. Upon the consummation of this offering, we expect to have a nominating and corporate governance committee consisting of Henrik Kjaer Hansen, as chair and Eugene Gorbach and James Rothman, Ph.D. The nominating and corporate governance committee assists our board of directors in identifying individuals qualified to become board members, consistent with criteria approved by our board of directors and in accordance with the terms of the Voting Agreement, makes recommendations for nominees for committees, oversees the evaluation of the board of directors and management and develops, recommends to the board of directors and reviews our corporate governance principles.

Board Leadership Structure

Because we have an executive chairman of the board that is not an “independent director,” our board of directors has appointed Richard Pilnik to serve as our lead independent director, effective at the time of effectiveness of the registration statement of which this prospectus forms a part. The lead independent director’s responsibilities include, but are not limited to: (i) presiding over all meetings of the board of directors at which the executive chairman of the board of directors is not present, including any executive sessions of the independent directors; (ii) approving board meeting schedules and agendas; and (iii) acting as the liaison between the independent directors on the one hand and the chief executive officer and executive chairman of our board of directors on the other.

Risk Oversight

Our board of directors has extensive involvement in the oversight of risk management related to us and our business and accomplishes this oversight primarily through the audit committee. To that end, our audit committee will meet quarterly with our Chief Financial Officer and our independent auditors where it will receive regular updates regarding our management’s assessment of risk exposures including liquidity, credit and operational risks and the process in place to monitor such risks and review results of operations, financial reporting and assessments of internal controls over financial reporting.

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Code of Ethics

Prior to the consummation of this offering, we intend to adopt a code of ethics applicable to all of our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. Our code of ethics will be available on our website at www.wcgclinical.com under Investor Relations. Our code of ethics will be a “code of ethics” as defined in Item 406(b) of Regulation S-K. In the event that we amend or waive certain provisions of our code of ethics applicable to our principal executive officer, principal financial officer or principal accounting officer that requires disclosure under applicable SEC rules, we intend to disclose the same on our website.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past year has served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee. No interlocking relationship exists between any member of our compensation committee (or other committee performing equivalent functions) and any executive, member of the board of directors or member of the compensation committee (or other committee performing equivalent functions) and of any other company.

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EXECUTIVE AND DIRECTOR COMPENSATION

This section discusses material components of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below. In 2020, our named executive officers (“NEOs”) and their positions were as follows:

• Donald Deieso, Chief Executive Officer;

• Nicholas Slack, President and Chief Commercial Officer; and

• Laurie Jackson, Chief Financial Officer and Chief Administrative Officer.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs we adopt following the completion of the IPO may differ materially from currently planned programs summarized in this discussion.

Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for the fiscal year ended December 31, 2020.

Name and Principal Position	Year		Salary ($)		Stock Awards($)(1)		All Other Compensation ($)			Total
Donald A. Deieso, Ph.D.		2020	$	690,000	$	5,160,720	$	82,671	(2)	$	5,933,391
Chief Executive Officer
Nicholas Slack		2020	$	450,000	$	1,075,188	$	48,008	(3)	$	1,573,196
President & Chief Commercial Officer
Laurie L. Jackson		2020	$	360,500	$	752,624	$	39,340	(4)	$	1,152,464
Chief Financial Officer & Chief Administrative Officer

(1) Amounts reflect the full grant-date fair value of the time-vesting profits interests granted during 2020 computed in accordance with ASC Topic 718, rather than amounts paid to or realized by the named individual. The grant date fair value of performance-vesting Class B Units was computed based upon the probable outcome of the performance conditions as of the grant date in accordance with FASB ASC Topic 718. Achievement of the performance conditions for the performance-vesting Class B Units was not deemed probable on the grant date and, accordingly, no value is included in the table for these awards pursuant to the SEC’s disclosure rules. At maximum achievement of the performance targets, the values of the performance-based profits interests would have been $2,690,945 for Dr. Deieso, $560,633 for Mr. Slack and $392,439 for Ms. Jackson. We provide information regarding the assumptions used to calculate the value of all profits interests made to executive officers in Note 7 of the Financial Statements included elsewhere in this offering.

(2) Amounts reflect (a) $0 of matching contributions under the Company’s 401(k) plan and (b) $82,671 of personal time off (“PTO”) payout for accrued, unused PTO in 2020.

(3) Amounts reflect (a) $11,400 of matching contributions under the Company’s 401(k) plan and (b) $36,608 of PTO payout for accrued, unused PTO in 2020.

(4) Amounts reflect (a) $11,400 of matching contributions under the Company’s 401(k) plan and (b) $27,940 of PTO payout for accrued, unused PTO in 2020.

2020 Salaries

The named executive officers receive a base salary to compensate them for services rendered to our Company. The base salary payable to each named executive officer is intended to provide a fixed component of

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compensation reflecting the executive’s skill set, experience, role and responsibilities. Base salaries are reviewed annually and may be increased based on the individual performance of the named executive officer, Company performance, any change in the executive’s position within our business, the scope of his or her responsibilities and any changes thereto.

In 2020, the named executive officers received the following adjustments to their base salaries: Dr. Deieso received a base salary adjustment of 15% to $690,000 effective January 1, 2020; Mr. Slack received a base salary adjustment of 3% to $397,837 effective January 1, 2020 and Ms. Jackson received a base salary adjustment of 3% to $435,000 effective January 1, 2020; Mr. Slack received a base salary promotion adjustment of 13% to $450,000 effective November 1, 2020 upon assuming the role of President in addition to his role of Chief Commercial Officer. Effective January 1, 2021, Dr. Deieso received a base salary adjustment of 3% to $710,700; and Ms. Jackson received a base salary adjustment of 7% to $385,000.

2020 Bonuses

In 2020, each of the named executive officers were eligible to receive an annual executive incentive bonus from the Company; the target bonus is set forth in their respective employment agreements, expressed as a percentage of annual base salary, as described below in “Executive Compensation Arrangements—Employment Agreements.” Actual bonus payments were determined by the Company on a discretionary basis based on the Company’s overall performance for the year, as well as each individual’s performance, subject to each named executive officer’s continued employment through the payment date. For 2020, in light of the COVID-19 pandemic, prior to the time at which management would have earned their annual incentive bonuses, the Board of Directors approved the management team’s recommendation to not pay its named executive officers such annual incentive bonuses.

Equity Compensation

Equity-based awards for the Company’s named executive officers were granted in the form of profits interests, which entitle the holder to a portion of the profits and appreciation in the equity value of Da Vinci Purchaser Holdings LP arising after the date of grant. On August 15, 2020, Messrs. Deieso and Slack and Ms. Jackson were granted profits interests and on October 27, 2020, Mr. Slack was granted additional profits interests (in recognition of his expanded role as President and Chief Commercial Officer), each as set forth below. In addition, Messrs. Deieso and Slack and Ms. Jackson were granted 126,990, 67,428 and 89,904 profits interests, respectively, on April 26, 2021, which vest in five equal annual installments on the first five anniversaries of the date of grant, subject to the named executive officers continuous service through each vesting date. See “Equity Compensation—Da Vinci Purchaser Holdings LP 2020 Class B Unit Incentive Equity Plan” for further information.

The following table sets forth the profits interests granted to the Company’s named executive officers in the fiscal year ended December 31, 2020:

Named Executive Officer	2020 Profits Interests Granted
Donald Deieso		269,712	(1,2)
Nicholas Slack		56,192	(1,2)
Laurie Jackson		39,334	(1,2)

(1) See “Outstanding Equity Awards at Fiscal Year-End” section for details of each profits interest grant.

(2) Fifty (50%) of the granted profits interests are subject to time-based vesting. For the profits interests grant of August 15, 2020 only, the first 20% vested on January 8, 2021; the remaining 80% vest in four equal annual installments on January 8th of each year thereafter, subject to continued service through each vesting date. For the profits interest grant of October 27, 2020, vesting occurs in 20% equal installments on each of the first five anniversaries of the grant date. Time-based vesting criteria will accelerate and profit interests subject to time-based vesting will become fully vested upon the occurrence of a “Change of Control” (as defined in the Class B Incentive Plan). Fifty (50%) of the granted profits interests are subject to

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performance-based vesting as follows: one-third (1/3) of the profits interests vest if the Principal Stockholders have received cash proceeds representing a return of at least 1.5 times their invested capital, one-third (1/3) of the profits interests vest if the Principal Stockholders have received cash proceeds representing a return of at least 2.0 times their invested capital and one-third (1/3) of the profits interests vest if the Principal Stockholders have received cash proceeds representing a return of at least 2.5 times their invested capital, each subject to continued service through each vesting date.

For purposes of this “Executive Compensation” section, “Principal Stockholders” shall mean Green Equity Investors VII, L.P., a Delaware limited partnership, Green Equity Investors Side VII, L.P., a Delaware limited partnership (collectively “LGP”), one or more funds managed by Arsenal Capital Partners IV LP, a Delaware limited partnership, Arsenal Capital Partners V LP, a Delaware limited partnership, Novo Holdings A/S, a Danish corporation and Dein Investment Pte. Ltd., a Singapore private limited company.

Other Elements of Compensation

Retirement Plans

We maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. We expect our named executive officers will be eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to a specified percentage of the employee contributions, and these matching contributions are fully vested as of the date on which the contribution is made. We believe providing a vehicle for tax-deferred retirement savings though our 401(k) plan and making fully-vested matching contributions adds to the overall desirability of our executive compensation package, and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

Employee Benefits and Perquisites

Health/Welfare Plans. All full-time employees, including our named executive officers, are eligible to participate in our health and welfare plans, including:

• medical, dental and vision benefits;

• medical and dependent care flexible spending accounts;

• short-term and long-term disability insurance; and

• life insurance.

In addition, all employees, including our named executive officers, receive a cash payout for accrued, unused PTO at the end of each fiscal year. Our named executive officers do not have a cap on the amount of accrued, unused PTO for which they can receive a cash payout; this is an executive perquisite given generally employees’ accrued, unused PTO payments are capped at 40 hours after 80 hours have been rolled forward into the next calendar year.

We believe the perquisites described above are necessary and appropriate to provide a competitive compensation package to our named executive officers.

No Tax Gross-Ups

We do not make gross-up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by our Company.

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Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of units underlying outstanding equity incentive plan awards for each named executive officer as of December 31, 2020.

			Equity Awards
Name	Grant Date		Number of Shares or Units of Stock That Have Not Vested (#) (1)		Market Value of Shares or Units of Stock That Have Not Vested ($) (2)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (3)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (2)
Donald Deieso		08/15/2020		134,856	$	2,783,261		134,856	$	2,783,261
Nicholas Slack		08/15/2020		25,286	$	521,872		25,286	$	521,872
		10/27/2020		2,810	$	57,995		2,810	$	57,995
Laurie Jackson		08/15/2020		19,667	$	405,902		19,667	$	405,902

(1) For the profits interests grant of August 15, 2020 only, the first 20% vested on January 8, 2021; the remaining 80% vest in four equal annual installments on January 8 of each year thereafter, subject to continued employment of the NEO on each vesting date. For the profits interest grant of October 27, 2020, vesting occurs in 20% equal installments on each of the first five anniversaries of the grant date, subject to continued employment of the NEO on each vesting date. Time-vesting profits interests will accelerate to become fully vested upon the occurrence of a “Change of Control” (as defined in the Class B Incentive Plan).

(2) There is no public market for the profits interests. For purposes of this disclosure, we determined the equity value of the Company using a third-party valuation as of December 31, 2020. The amounts reported reflect the equity value in excess of the Class B thresholds of $100 per Class B Unit as of December 31, 2020, assuming the Principal Stockholders would have received cash proceeds for their investment representing a return of at least 1.5 times their invested capital.

(3) One-third (1/3) of the profits interests vest if the Principal Stockholders have received cash proceeds representing a return of at least 1.5 times their invested capital, one-third (1/3) of the profits interests vest if the Principal Stockholders have received cash proceeds representing a return of at least 2.0 times their invested capital and one-third (1/3) of the profits interests vest if the Principal Stockholders have received cash proceeds representing a return of at least 2.5 times their invested capital, each subject to continued service through each vesting date.

Executive Compensation Arrangements

Employment Agreements

Donald Deieso, Chief Executive Officer

On October 1, 2013, the Company entered into an employment agreement with Dr. Deieso, which was subsequently amended and restated on January 1, 2016 (the “Deieso Employment Agreement”), providing for his position as Executive Chairman and Chief Executive Officer of the Company. Dr. Deieso’s employment with the Company is at-will and either party may terminate the Deieso Employment Agreement without notice.

The Deieso Employment Agreement provided that Dr. Deieso is entitled to a base salary of $500,000 per year. Dr. Deieso has the opportunity to earn an annual incentive bonus in an amount equal to up to seventy-five percent (75%) of his annual base salary, determined in the sole discretion of the Company’s Board of Directors. As described previously in the 2020 Salaries section, Dr. Deieso has received subsequent base salary adjustments and his current base salary is $700,710 per year and his bonus target has since been adjusted to 125% of his base salary.

Upon termination of Dr. Deieso’s employment by the Company without Cause or if Dr. Deieso resigns for Good Reason, Dr. Deieso will be entitled to receive, subject to his execution and non-revocation of a release of

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claims, in addition to any accrued amounts, (i) his annual base salary at the rate in effect as of his separation date for a period of twelve (12) months and (ii) payment of the Company’s share of the premiums for participation in the Company’s health plans pursuant to COBRA for the twelve-month period following termination.

“Cause” is defined in the Deieso Employment Agreement generally as the following conduct of Dr. Deieso: (i) conviction of Dr. Deieso of any felony, or the conviction of Dr. Deieso of a misdemeanor which involves moral turpitude, or the entry by Dr. Deieso of a plea of guilty or nolo contendere with respect to any of the foregoing, (ii) the commission of any act or failure to act by Dr. Deieso that involves moral turpitude, dishonesty, theft, destruction of property, fraud, embezzlement or unethical business conduct, or that otherwise causes material injury to the Company or any of its affiliates, whether financially or otherwise, (iii) any breach by Dr. Deieso of any rule or policy of Company or any of its affiliates, and the failure of Dr. Deieso to cure such violation (to the extent such violation is capable of being cured) under this clause (iii) within twenty (20) days after receipt of written notice from the Company, (iv) any breach by Dr. Deieso of the requirements of any other contract or agreement between the Company (or any of its affiliates) and Dr. Deieso, including the Deieso Employment Agreement, and the failure of Dr. Deieso to cure such breach (to the extent such breach is capable of being cured) under this clause, or (v) within ten (10) days after receipt of written notice from the Company, in each case, with respect to clauses (i) through (iv), as determined in good faith by the Company’s Board of Directors in the exercise of its reasonable business judgment.

“Good Reason” is defined in the Deieso Employment Agreement generally as the occurrence of any of the following events: (i) a material reduction in Dr. Deieso’s base salary, other than as part of a reduction plan affecting all of the Company’s leadership team that is instituted as a result of economic circumstances, (ii) a material breach by the Company of the Deieso Employment Agreement, and (iii) a material diminution in the duties and authority of Dr. Deieso, provided that Dr. Deieso can be replaced as Executive Chairman without triggering any rights for Good Reason. Notwithstanding the foregoing, a termination by Dr. Deieso for Good Reason shall exist only if Dr. Deieso provides written notice to the Company specifying in reasonable detail the events or conditions that give rise to Good Reason and Dr. Deieso provides such notice to the Company within ninety (90) days after such events or conditions first arise. Within thirty (30) days after notice has been received, the Company shall have the opportunity, but shall not have the obligation, to cure such events or conditions that give rise to Good Reason. If the Company does not cure such events or conditions within the thirty (30) day period, Dr. Deieso must voluntarily terminate his employment within thirty (30) days of the expiration of the cure period.

Under the Deieso Employment Agreement, Dr. Deieso is subject to a perpetual covenant of confidentiality, an eighteen-month post-termination non-compete provision, a three-year post-termination non-solicitation of customers and employees of the Company provision and a three-year post-termination non-disparagement provision in favor of the Company.

Nicholas Slack, President & Chief Commercial Officer

On January 1, 2016, the Company entered into an employment agreement with Mr. Slack (the “Slack Employment Agreement”), providing for his position as President & Chief Commercial Officer of the Company. Mr. Slack’s employment with the Company is at-will and either party may terminate the Slack Employment Agreement without notice.

The Slack Employment Agreement provides that Mr. Slack is entitled to a base salary of $285,000 per year. Mr. Slack has the opportunity to earn an annual incentive bonus in an amount equal to up to thirty-five percent (35%) of his then applicable annual base salary, determined in the sole discretion of the Company’s Board of Directors. As described previously in the 2020 Salaries section, Mr. Slack has received subsequent base salary adjustments and his current base salary is $450,000 per year and his bonus target has since been adjusted to 50% of his base salary.

Upon termination of Mr. Slack’s employment by the Company without Cause or if Mr. Slack resigns for Good Reason, Mr. Slack will be entitled to receive, subject to his execution and non-revocation of a release of

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claims, in addition to any accrued amounts, (i) his annual base salary at the rate in effect as of his separation date for a period of twelve (12) months and (ii) payment of the Company’s share of the premiums for participation in the Company’s health plans pursuant to COBRA for the twelve-month period following termination.

“Cause” is defined in the Slack Employment Agreement generally as the following conduct of Mr. Slack: (i) conviction of Mr. Slack of any felony, or the conviction of Mr. Slack of a misdemeanor which involves moral turpitude, or the entry by Mr. Slack of a plea of guilty or nolo contendere with respect to any of the foregoing, (ii) the commission of any act or failure to act by Mr. Slack that involves moral turpitude, dishonesty, theft, destruction of property, fraud, embezzlement or unethical business conduct, or that otherwise causes material injury to the Company or any of its affiliates, whether financially or otherwise, (iii) any material breach by Mr. Slack of any material rule or policy of Company or any of its affiliates, or (iv) any material breach by Mr. Slack of the material requirements of any other contract or agreement between the Company (or any of its affiliates) and Mr. Slack, including the Slack Employment Agreement. Mr. Slack may only be terminated for Cause pursuant to subsections (iii) through (iv) above if he has not cured such breach, if curable, within thirty (30) days after his receipt of written notice thereof from the Board of Directors of the Company that specifies the conduct constituting Cause. Additionally, and solely for these purposes, Mr. Slack’s dismissal from the Company on account of death or disability will not be deemed a dismissal without Cause.

“Good Reason” is defined in the Slack Employment Agreement generally as the occurrence of any of the following events: (i) a reduction in Mr. Slack’s base salary, other than as part of a reduction plan affecting all of the Company’s leadership team, (ii) a material breach by the Company of any contract or written agreement between the Company (or any of its affiliates) and Mr. Slack, including the Slack Employment Agreement, (iii) a material diminution in the duties and authority of Mr. Slack and (iv) the principal place of employment of Mr. Slack is relocated to any location which is outside of a forty-five (45) mile radius of Princeton, New Jersey. Notwithstanding the foregoing, a termination by Executive for Good Reason shall exist only if Mr. Slack provides written notice to the Company specifying in reasonable detail the events or conditions that give rise to Good Reason and Mr. Slack provides such notice to the Company within ninety (90) days after such events or conditions first arise. Within thirty (30) days after notice has been received, the Company shall have the opportunity, but shall not have the obligation, to cure such events or conditions that give rise to Good Reason. If the Company does not cure such events or conditions within the thirty (30) day period, Mr. Slack must voluntarily terminate his employment within thirty (30) days of the expiration of the cure period.

Under the Slack Employment Agreement, Mr. Slack is subject to a perpetual covenant of confidentiality, an eighteen-month post-termination non-compete provision, a two-year post-termination non-solicitation of customers and employees provision and a perpetual post-termination non-disparagement provision in favor of the Company.

Laurie Jackson, Chief Financial Officer & Chief Administrative Officer

On June 11, 2012, the Company entered into an employment agreement with Ms. Jackson, (the “Jackson Employment Agreement”), providing for her position as Chief Financial Officer and Chief Administrative Officer of the Company. Ms. Jackson’s employment with the Company is at-will and either party may terminate the Jackson Employment Agreement without notice.

The Jackson Employment Agreement provides that Ms. Jackson is entitled to a base salary of $225,000 per year. Ms. Jackson has the opportunity to earn an annual incentive bonus in an amount equal to up to twenty-five percent (25%) of her annual base salary, determined in the sole discretion of the Company’s Board of Directors. As described previously in the 2020 Salaries section, Ms. Jackson has received subsequent base salary adjustments and her current base salary is $435,000 per year and her bonus target has since been adjusted to 50% of her base salary.

Upon termination of Ms. Jackson’s employment by the Company without Cause or if Ms. Jackson resigns for Good Reason, Ms. Jackson will be entitled to receive, subject to her execution and non-revocation of a release

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of claims, in addition to any accrued amounts, (i) her annual base salary at the rate in effect as of her separation date for a period of twelve (12) months and (ii) payment of the Company’s share of the premiums for participation in the Company’s health plans pursuant to COBRA for the twelve-month period following termination.

“Cause” is defined in the Jackson Employment Agreement generally as the following conduct of Ms. Jackson: (i) conviction of Ms. Jackson of any felony, or the conviction of Ms. Jackson of a misdemeanor which involves moral turpitude, or the entry by Ms. Jackson of a plea of guilty or nolo contendere with respect to any of the foregoing, (ii) the commission of any act or failure to act by Ms. Jackson that involves moral turpitude, dishonesty, theft, destruction of property, fraud, embezzlement or unethical business conduct, or that otherwise causes material injury to the Company or any of its affiliates, whether financially or otherwise, (iii) any breach by Ms. Jackson of any rule or policy of Company or any of its affiliates, and the failure of Ms. Jackson to cure such violation (to the extent such violation is capable of being cured) under this clause (iii) within ten (10) after receipt of written notice from the Company, (iv) any breach by Ms. Jackson of the requirements of any other contract or agreement between the Company (or any of its affiliates) and Ms. Jackson, including the Jackson Employment Agreement, and the failure of Ms. Jackson to cure such breach (to the extent such breach is capable of being cured) under this clause, or (v) within ten (10) days after receipt of written notice from the Company, in each case, with respect to clauses (i) through (iv), as determined in good faith by the Board of Directors of the Company in the exercise of its reasonable business judgment.

“Good Reason” is defined in the Jackson Employment Agreement generally as the occurrence of any of the following events: (i) a material reduction in Ms. Jackson’s base salary, other than as part of a reduction plan affecting all of the Company’s leadership team that is instituted as a result of economic circumstances, or (ii) a material breach by the Company of the Jackson Employment Agreement. Notwithstanding the foregoing, a termination by Ms. Jackson for Good Reason shall exist only if Ms. Jackson provides written notice to the Company specifying in reasonable detail the events or conditions that give rise to Good Reason and Ms. Jackson provides such notice to the Company within ninety (90) days after such events or conditions first arise. Within thirty (30) days after notice has been received, the Company shall have the opportunity, but shall not have the obligation, to cure such events or conditions that give rise to Good Reason. If the Company does not cure such events or conditions within the thirty (30) day period, Ms. Jackson must voluntarily terminate her employment within thirty (30) days of the expiration of the cure period.

Under the Jackson Employment Agreement, Ms. Jackson is subject to a perpetual covenant of confidentiality, a two-year post-termination non-compete provision, a three-year post-termination non-solicitation of customers and employee provision and a three-year post-termination non-disparagement provision in favor of the Company.

We entered into amended and restated employment agreements with each of our named executive officers in 2021 in connection with this offering.

Director Compensation

For the year ended December 31, 2020, the Company paid compensation and granted equity awards to Directors for their service on our Board of Directors. The following table provides summary information concerning compensation paid or accrued by us to or on behalf of our non-employee Directors for services rendered to us during the last fiscal year. In addition, the Company reimburses the Directors for reasonable travel and related expenses associated with Board of Director meetings and any committee meetings.

Name	Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
James Rothman	$	24,000	$	365,540	$	100,000	$	489,540
Kavita Patel	$	10,000	$	365,540		—	$	375,540
Pascale Witz	$	10,000	$	365,540		—	$	375,540

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(1) Cash fees are made on a quarterly basis.

(2) Amounts reflect the full grant-date fair value of time-based profits interests granted during 2020 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. The grant date fair value of performance-vesting Class B Units was computed based upon the probable outcome of the performance conditions as of the grant date in accordance with FASB ASC Topic 718. Achievement of the performance conditions for the performance-vesting Class B Units was not deemed probable on the grant date and, accordingly, no value is included in the table for these awards pursuant to the SEC’s disclosure rules. At maximum achievement of the performance targets, the values of the performance-based profits interests would have been $190,603 for Mr. Rothman and Messrs. Patel and Witz. We provide information regarding the assumptions used to calculate the value of all profits interests made to executive officers in Note 7 of the Financial Statements included elsewhere in this offering.

(3) Additional payment in recognition of Dr. Rothman’s subject matter expertise and related contributions to WCG’s business.

The table below shows the aggregate numbers of unvested profits interests held as of December 31, 2020 by each non-employee Director who was serving as of December 31, 2020.

Name	Unvested Restricted Shares Outstanding at Fiscal Year End (1)
James Rothman		19,104
Kavita Patel		19,104
Pascale Witz		19,104

(1) Fifty (50%) of the granted profits interests are subject to time-based vesting. For Mr. Rothman’s August 15, 2020 profits interests grant, the first 20% vested on January 8, 2021;    the remaining 80% vest in four equal annual installments on January 8 of each year thereafter, subject to continued service through each vesting date. For Messrs. Patel’s and Witz’s October 27, 2020 profits interest grant, vesting occurs in 20% equal installments on each of the first five anniversaries of the grant date. Time-based vesting criteria will accelerate and vest fully upon the occurrence of a “Change of Control” (as defined in the Class B Incentive Plan).    Fifty (50%) of the granted profits interests are subject to performance-based vesting as follows: one-third (1/3) of the profits interests vest if the Principal Stockholders have received cash proceeds representing a return of at least 1.5 times its invested capital, one-third (1/3) of the profits interests vest if the Principal Stockholders have received cash proceeds representing a return of at least 2.0 times its invested capital and one-third (1/3) of the profits interests vest if the Principal Stockholders have received cash proceeds representing a return of at least 2.5 times its invested capital, each subject to continued service through each vesting date.

In connection with the offering, the Company intends to approve and implement a compensation program for non-employee Directors that may consist of annual retainer fees and/or long-term equity awards for non-employee Directors, pursuant to which each non-employee director will receive an annual director fee of $90,000 as well as an additional annual fee of $45,000 for serving as lead independent director and $27,500 for service as the chair of our audit committee and an annual fee of $10,000 for service on our audit committee (other than chair), each earned on a quarterly basis. Each director will also receive a restricted stock unit award in connection with this offering and an annual restricted stock unit award, each with a grant date value of $200,000 which will vest in full on the date of our annual shareholder meeting immediately following the date of grant, subject to the non-employee Director continuing in service through such meeting date. The award is further subject to accelerated vesting upon a change in control (as defined in the 2021 Incentive Award Plan).

Equity Compensation

Da Vinci Purchaser Holdings LP 2020 Class B Unit Incentive Equity Plan

The outstanding long-term incentives held by our named executive officers consist of profits interests granted pursuant to the Da Vinci Purchaser Holdings LP 2020 Class B Unit Incentive Equity Plan, or the 2020

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Class B Incentive Plan. These profits interests, which are designed to align employees’ interests with the interests of Da Vinci Purchaser Holdings LP, or the Partnership, and its subsidiaries, represent interests in the future profits (once a certain level of proceeds has been generated) in the Partnership.

In general, awards of profits interests are 50% time-vested and 50% performance-vested. Time-vested profits interests generally vest ratably over five years from the vesting commencement date, subject to continued employment through each vesting date. Upon the occurrence of a Change of Control, the outstanding unvested time-vesting profits interests shall become fully vested and non-forfeitable.

One-third (1/3) of the performance vested profits interests vest when the aggregate proceeds (in the form of cash and marketable securities) received by each of the Principal Stockholders are at least 1.5 times the aggregate capital contributions made by each such Principal Stockholder with respect to its common interests. A subsequent one-third (1/3) of the performance-vested profits interests vest when proceeds received by each of the Principal Stockholders are at least 2.0 times the aggregate capital contributions made by each such Principal Stockholder with respect to its common interests. The final one-third (1/3) of the performance-vested profits interests vest when proceeds received by each of the Principal Stockholders are at least 2.5 times the aggregate capital contributions made by each such Principal Stockholder with respect to its common interests, each subject to continued service through the vesting date. In the event the Principal Stockholders receive non-marketable securities as consideration in connection with a Sale (as defined in the 2020 Class B Incentive Plan), the outstanding unvested performance-vesting profits interests will be eligible to vest in connection with such Sale when such non-marketable securities are converted into cash, cash equivalents or marketable securities (as defined in the 2020 Class B Incentive Plan) (the “Cash Conversion Date”). If the unvested outstanding performance-vesting profits interests do not vest on the Cash Conversion Date, such outstanding unvested performance-vesting profits interests will be automatically forfeited.

In the event a named executive officer terminates employment with the Company, all outstanding unvested profits interests will be immediately and automatically forfeited for no consideration, provided, that, if the named executive officer is terminated without Cause, the named executive officer resigns with Good Reason, or in the event of the named executive officer’s death or disability, the named executive officer’s unvested profits interests shall remain outstanding and eligible to vest for the six-month period following termination.

In connection with this offering, no additional profits interests will be granted under the 2020 Class B Incentive Plan. In addition, in connection with this offering, the holders of unvested profits interests that are subject to time-based vesting will receive a distribution of restricted shares of our common stock. The restricted shares will continue to vest in accordance with the terms of the existing time-based vesting schedule. With respect to holders of unvested profits interests that are subject to performance-based vesting, following unanimous approval by the compensation committee in April 2021 to accelerate vesting, the performance condition described above will be deemed to have been satisfied in connection with this offering; provided the recipient provides continuous service through the six-month anniversary of this offering in full. Such holders will also be entitled to a distribution of restricted shares of our common stock in exchange for such profits interests on such vesting date. The Company estimates stock-based compensation expense of $12.9 million related to the vesting of these performance-based units, which the Company expects to book in the first quarter of 2022.

2021 Incentive Award Plan

We intend to adopt a 2021 Incentive Award Plan, or the 2021 Plan, to facilitate the grant of cash and equity incentives to Directors, employees (including our named executive officers) and consultants of our Company and certain of its affiliates to enable our Company and certain affiliates to obtain and retain services of these individuals, which is essential to our long-term success. We expect the 2021 Plan to be effective on the date it is adopted by our Board of Directors, subject to approval of such plan by our stockholders.

The material terms of the 2021 Plan are summarized below.

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Eligibility and Administration

The Company’s employees, consultants and directors, and employees and consultants of any of the Company’s subsidiaries, will be eligible to receive awards under the 2021 Plan. The basis for participation in the 2021 Plan by eligible persons is the selection of such persons for participation by the plan administrator in its discretion. The 2021 Plan will be generally administered by our board of directors, which may delegate its duties and responsibilities to committees of our board of directors and/or officers (referred to collectively as the plan administrator below), subject to certain limitations that may be imposed under the 2021 Plan, Section 16 of the Exchange Act and/or stock exchange rules, as applicable. The plan administrator will have the authority to make all determinations and interpretations under, and adopt rules for the administration of, the 2021 Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the 2021 Plan, including any vesting and vesting acceleration conditions. The plan administrator may also institute and determine the terms and conditions of an “exchange program,” which could provide for the surrender or cancellation, transfer, or reduction or increase of exercise price, of outstanding awards, subject to the limitations provided for in the 2021 Plan. The plan administrator’s determinations under the 2021 Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the 2021 Plan or any award thereunder.

Limitation on Awards and Shares Available

The number of shares initially available for issuance under awards granted pursuant to the 2021 Plan will be 37,918,905 shares of our common stock. The number of shares initially available for issuance will be increased on January 1 of each calendar year beginning in 2022 and ending in 2031, by an amount equal to the lesser of (a) 5% of the shares of our common stock outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by our board of directors. Initially no more than 37,918,905 shares of our common stock may be issued upon the exercise of incentive stock options under the 2021 Plan. Shares issued under the 2021 Plan may be authorized but unissued shares, shares purchased in the open market or treasury shares.

If an award under the 2021 Plan expires, lapses or is terminated, exchanged for cash, surrendered to an exchange program, repurchased, cancelled without having been fully exercised or forfeited, then any shares subject to such award will, as applicable, become or again be available for new grants under the 2021 Plan. Shares delivered to the Company by a participant to satisfy the applicable exercise price or purchase price of an award and/or satisfy any applicable tax withholding obligation (including shares retained by the Company from the award being exercised or purchased and/or creating the tax obligation), will become or again be available for award grants under the 2021 Plan, provided that shares underlying the non-qualified stock options granted in connection with the Effective Date Option Awards (as defined in the 2021 Plan) will not become or again be available for awards under the 2021 Plan. The payment of dividend equivalents in cash in conjunction with any outstanding awards will not count against the number of shares available for issuance under the 2021 Plan. Awards granted under the 2021 Plan upon the assumption of, or in substitution or exchange for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger, consolidation, acquisition or similar corporate transaction will not reduce the shares available for grant under the 2021 Plan. The plan administrator may, in its discretion, make adjustments to the maximum number and kind of shares which may be issued under the 2021 Plan upon the occurrence of a merger, reorganization, consolidation, combination, amalgamation, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of common stock or other securities of the Company, change in control, issuance of warrants or other rights to purchase common stock or other securities of the Company or similar corporate transaction or event.

Awards

The 2021 Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs; restricted stock; dividend equivalents; restricted stock units, or RSUs; stock

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appreciation rights, or SARs; and other stock or cash-based awards. Certain awards under the 2021 Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the 2021 Plan will be set forth in award agreements, which will detail the terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. A brief description of each award type follows.

Stock options. Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. Unless otherwise determined by the plan administrator and only with respect to certain substitute options granted in connection with a corporate transaction, the exercise price of a stock option will not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant shareholders). Unless otherwise determined by the plan administrator in accordance with applicable laws, the term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant shareholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions as the plan administrator may determine. ISOs may be granted only to the Company’s U.S. employees and employees of the Company’s present or future parent or subsidiaries, if any.

SARs. SARs entitle their holder, upon exercise, to receive from the Company an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR will not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction), and unless otherwise determined by the plan administrator in accordance with applicable laws, the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions as the plan administrator may determine.

Restricted stock and RSUs. Restricted stock is an award of nontransferable shares of our common stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are unfunded, unsecured rights to receive, on the applicable settlement date, our common stock or an amount in cash or other consideration determined by the plan administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions during the applicable restriction period or periods set forth in the award agreement. RSUs may be accompanied by the right to receive the equivalent value of dividends paid on shares of our common stock prior to the delivery of the underlying shares, subject to the same restrictions on transferability and forfeitability as the RSUs with respect to which the dividend equivalents are granted. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral and in accordance with applicable law. Conditions applicable to restricted stock and RSUs may be based on continuing service, performance and/or such other conditions as the plan administrator may determine.

Other stock or cash-based awards. Other stock or cash-based awards may be granted to participants, including awards entitling participants to receive our common stock to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified performance criteria or otherwise). Such awards may be paid in our common stock, cash or other property, as the administrator determines. Other stock or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation payable to any individual who is eligible to receive awards. The plan administrator will determine the terms and conditions of other stock or cash-based awards, which may include vesting conditions based on continued service, performance and/or other conditions.

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Performance Awards

Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals or other criteria the plan administrator may determine, which may or may not be objectively determinable. Performance criteria upon which performance goals are established by the plan administrator may include: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including, but not limited to, gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on shareholders’ equity; total shareholder return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; marketing initiatives; and other measures of performance selected by the Company’s board of directors or its applicable committee, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference to the Company’s performance or the performance of its subsidiary, division, business segment or business unit, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies. When determining performance goals, the plan administrator may provide for exclusion of the impact of an event or occurrence which the plan administrator determines should appropriately be excluded, including, without limitation, non-recurring charges or events, acquisitions or divestitures, changes in the corporate or capital structure, events not directly related to the business or outside of the reasonable control of management, foreign exchange gains or losses, and legal, regulatory, tax or accounting changes.

Provisions of the 2021 Plan Relating to Director Compensation

The 2021 Plan provides that the plan administrator may establish compensation for non-employee directors from time to time subject to the 2021 Plan’s limitations. The plan administrator may establish the terms, conditions and amounts of all such non-employee director compensation in its discretion and in the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation or other compensation and the grant date fair value (as determined in accordance with ASC 718, or any successor thereto) of any equity awards granted as compensation for services as a non-employee director during any calendar year may not exceed $1,000,000. The plan administrator may make exceptions to this limits for individual non-employee directors in extraordinary circumstances, as the plan administrator may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee directors.

Certain Transactions

In connection with certain transactions and events affecting our common stock, including, without limitation, any dividend or other distribution, reorganization, merger, consolidation, recapitalization, or sale of all

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or substantially all of the assets of the Company, or sale or exchange of common stock or other securities of the Company, a change in control, or issuance of warrants or other rights to purchase common stock or other securities of the Company, or similar corporate transaction or event, or change in any applicable laws or accounting principles, the plan administrator has broad discretion to take action under the 2021 Plan to prevent the dilution or enlargement of intended benefits, facilitate such transaction or event, or give effect to such change in applicable laws or accounting principles. This includes canceling awards in exchange for either an amount in cash or other property with a value equal to the amount that would have been obtained upon exercise or settlement of the vested portion of such award or realization of the participant’s rights under the vested portion of such award, accelerating the vesting of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares available, replacing awards with other rights or property and/or terminating awards under the 2021 Plan.

For purposes of the 2021 Plan, a “change in control” means and includes each of the following:

• a transaction or series of transactions whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company or its subsidiaries or any employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, us) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of the Company’s securities possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

• during any period of two consecutive years, individuals who, at the beginning of such period, constitute the Company board of directors together with any new directors (other than a director designated by a person who shall have entered into an agreement with the Company to effect a change in control transaction) whose election by the Company board of directors or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

• the consummation by the Company (whether directly or indirectly) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

• which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent either by remaining outstanding or by being converted into voting securities of the company or the person that, as a result of the transaction, controls, directly or indirectly, the company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the Company’s business, directly or indirectly, at least a majority of the combined voting power of the successor entity’s outstanding voting securities immediately after the transaction, and

• after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the successor entity; provided, however, that no person or group shall be treated as beneficially owning 50% or more of the combined voting power of the successor entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

Foreign Participants, Claw-back Provisions, Transferability and Participant Payments

With respect to foreign participants, the plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above. All awards will

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be subject to the provisions of any claw-back policy implemented by the Company to the extent set forth in such claw-back policy or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the 2021 Plan are generally non-transferable prior to vesting and are exercisable only by the participant. With regard to tax withholding obligations arising in connection with awards under the 2021 Plan and exercise price obligations arising in connection with the exercise of stock options under the 2021 Plan, the plan administrator may, in its discretion and subject to any applicable blackout or lock-up periods, accept cash, wire transfer, or check, shares of our common stock that meet specified conditions (a market sell order) or such other consideration as it deems suitable or any combination of the foregoing.

Plan Amendment and Termination

The Company’s board of directors may amend, suspend or terminate the 2021 Plan at any time. However, no amendment, other than an increase in the number of shares available under the 2021 Plan, in excess of the initial pool and annual increase as described above, may materially and adversely affect any award outstanding at the time of such amendment without the affected participant’s consent. The Company’s board of directors will obtain stockholder approval for any plan amendment to the extent necessary to comply with applicable laws. The plan administrator will have the authority, without the approval of the Company’s shareholders, to amend any outstanding award, including by substituting another award of the same or different type, changing the exercise or settlement date, converting an ISO to an NSO and institute any such exchange program. No award may be granted pursuant to the 2021 Plan after the expiration of the 2021 Plan. The 2021 Plan is scheduled to remain in effect until the earlier of (i) the tenth anniversary of the date on which the Company’s board of directors adopts the 2021 Plan and (ii) the earliest date as of which all awards granted under the 2021 Plan have been satisfied in full or terminated and no shares approved for issuance under the 2021 Plan remain available to be granted under new awards.

Securities Laws

The 2021 Plan is intended to conform to all provisions of the Securities Act, the Exchange Act and any and all regulations and rules promulgated by the SEC thereunder, including, without limitation, Exchange Act Rule 16b-3. The 2021 Plan will be administered, and awards will be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations.

Federal Income Tax Consequences

The material federal income tax consequences of the 2021 Plan under current federal income tax law are summarized in the following discussion, which deals with the general U.S. federal income tax principles applicable to the 2021 Plan. The following discussion is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. Foreign, state and local tax laws, and employment, estate and gift tax considerations are not discussed due to the fact that they may vary depending on individual circumstances and from locality to locality.

Stock options and SARs. A 2021 Plan participant generally will not recognize taxable income and the Company generally will not be entitled to a tax deduction upon the grant of a stock option or SAR. The tax consequences of exercising a stock option and the subsequent disposition of the shares received upon exercise will depend upon whether the option qualifies as an ISO or an NSO. Upon exercising an NSO when the fair market value of our common stock is higher than the exercise price of the option, a 2021 Plan participant generally will recognize taxable income at ordinary income tax rates equal to the excess of the fair market value of the stock on the date of exercise over the purchase price, and the Company (or its subsidiaries, if any) generally will be entitled to a corresponding tax deduction for compensation expense, in the amount equal to the amount by which the fair market value of the shares purchased exceeds the purchase price for the shares. Upon a subsequent sale or other disposition of the option shares, the participant will recognize a short-term or long-term

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capital gain or loss in the amount of the difference between the sales price of the shares and the participant’s tax basis in the shares.

Upon exercising an ISO, a 2021 Plan participant generally will not recognize taxable income, and the Company will not be entitled to a tax deduction for compensation expense. However, upon exercise, the amount by which the fair market value of the shares purchased exceeds the purchase price will be an item of adjustment for alternative minimum tax purposes. The participant will recognize taxable income upon a sale or other taxable disposition of the option shares. For federal income tax purposes, dispositions are divided into two categories: qualifying and disqualifying. A qualifying disposition generally occurs if the sale or other disposition is made more than two years after the date the option was granted and more than one year after the date the shares are transferred upon exercise. If the sale or disposition occurs before these two periods are satisfied, then a disqualifying disposition generally will result.

Upon a qualifying disposition of ISO shares, the participant will recognize long-term capital gain in an amount equal to the excess of the amount realized upon the sale or other disposition of the shares over their purchase price. If there is a disqualifying disposition of the shares, then the excess of the fair market value of the shares on the exercise date (or, if less, the price at which the shares are sold) over their purchase price will be taxable as ordinary income to the participant. If there is a disqualifying disposition in the same year of exercise, it eliminates the item of adjustment for alternative minimum tax purposes. Any additional gain or loss recognized upon the disposition will be recognized as a capital gain or loss by the participant.

The Company will not be entitled to any tax deduction if the participant makes a qualifying disposition of ISO shares. If the participant makes a disqualifying disposition of the shares, the Company should be entitled to a tax deduction for compensation expense in the amount of the ordinary income recognized by the participant.

Upon exercising or settling a SAR, a 2021 Plan participant will recognize taxable income at ordinary income tax rates, and the Company should be entitled to a corresponding tax deduction for compensation expense, in the amount paid or value of the shares issued upon exercise or settlement. Payments in shares will be valued at the fair market value of the shares at the time of the payment, and upon the subsequent disposition of the shares the participant will recognize a short-term or long-term capital gain or loss in the amount of the difference between the sales price of the shares and the participant’s tax basis in the shares.

Restricted stock and RSUs. A 2021 Plan participant generally will not recognize taxable income at ordinary income tax rates and the Company generally will not be entitled to a tax deduction upon the grant of restricted stock or RSUs. Upon the termination of restrictions on restricted stock or the payment of RSUs, the participant will recognize taxable income at ordinary income tax rates, and the Company should be entitled to a corresponding tax deduction for compensation expense, in the amount paid to the participant or the amount by which the then fair market value of the shares received by the participant exceeds the amount, if any, paid for them. Upon the subsequent disposition of any shares, the participant will recognize a short-term or long-term capital gain or loss in the amount of the difference between the sales price of the shares and the participant’s tax basis in the shares.

However, a 2021 Plan participant granted restricted stock that is subject to forfeiture or repurchase through a vesting schedule such that it is subject to a risk of forfeiture (as defined in Section 83 of the Code) may make an election under Section 83(b) of the Code to recognize taxable income at ordinary income tax rates, at the time of the grant, in an amount equal to the fair market value of the shares of common stock on the date of grant, less the amount paid, if any, for the shares. The Company will be entitled to a corresponding tax deduction for compensation, in the amount recognized as taxable income by the participant. If a timely Section 83(b) election is made, the participant will not recognize any additional ordinary income on the termination of restrictions on restricted stock, and the Company will not be entitled to any additional tax deduction.

Other stock or cash-based awards. A 2021 Plan participant will not recognize taxable income and the Company will not be entitled to a tax deduction upon the grant of other stock or cash-based awards until cash or

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shares are paid or distributed to the participant. At that time, any cash payments or the fair market value of shares that the participant receives will be taxable to the participant at ordinary income tax rates and the Company should be entitled to a corresponding tax deduction for compensation expense. Payments in shares will be valued at the fair market value of the shares at the time of the payment. Upon the subsequent disposition of the shares, the participant will recognize a short-term or long-term capital gain or loss in the amount of the difference between the sales price of the shares and the participant’s tax basis in the shares.

Section 162(m) of the Code. Section 162(m) of the Code limits the deduction certain employers may take for otherwise deductible compensation payable to certain executive officers of the employer to the extent the compensation paid to such an officer for the year exceeds $1 million. Payment of awards under the 2021 Plan could result in an officer receiving compensation in excess of $1 million in a year and thus a loss of deductibility for the Company.

Section 280G of the Code. Section 280G of the Code limits the deduction that the employer may take for otherwise deductible compensation payable to certain individuals if the compensation constitutes an “excess parachute payment.” Excess parachute payments arise from payments made to disqualified individuals that are in the nature of compensation and are contingent on changes in ownership or control of the employer or certain affiliates. Accelerated vesting or payment of awards under the 2021 Plan upon a change in ownership or control of the employer or its affiliates could result in excess parachute payments. In addition to the deduction limitation applicable to the employer, a disqualified individual receiving an excess parachute payment is subject to a 20% excise tax on the amount thereof.

Section 409A of the Code. Section 409A of the Code (“Section 409A”) imposes an additional 20% tax and interest on an individual receiving non-qualified deferred compensation under a plan that fails to satisfy certain requirements. For purposes of Section 409A, “non-qualified deferred compensation” could include equity-based incentive programs, including certain stock options, stock appreciation rights and RSU programs. Generally speaking, Section 409A does not apply to incentive stock options, non-discounted non-qualified stock options and stock appreciation rights if no deferral is provided beyond exercise, or restricted stock.

The awards made pursuant to the 2021 Plan are expected to be designed in a manner intended to be exempt from, or comply with, the requirements of Section 409A of the Code. However, if the 2021 Plan or any award thereunder fails to be maintained and administered in compliance with Section 409A, a participant could be subject to the additional taxes and interest.

State, local and foreign tax consequences may in some cases differ from the United States federal income tax consequences described above. The foregoing summary of the United States federal income tax consequences in respect of the 2021 Plan is for general information only. Interested parties should consult their own advisors as to specific tax consequences of their awards.

The 2021 Plan is not subject to the Employee Retirement Income Security Act of 1974, as amended, and is not intended to be qualified under Section 401(a) of the Code.

2021 Employee Stock Purchase Plan

We intend to adopt the 2021 Employee Stock Purchase Plan, or the ESPP to assist the Company’s eligible employees in acquiring a stock ownership interest in the Company and to help our eligible employees provide for their future security and to encourage them to remain in our employment. We expect the ESPP to be effective on the date it is adopted by the Board, subject to approval of such plan by our stockholders. The material terms of the ESPP are summarized below.

Summary of the ESPP

This section summarizes certain principal features of the ESPP. The summary is qualified in its entirety by reference to the complete text of the ESPP.

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The ESPP is comprised of two distinct components in order to provide increased flexibility to grant the right to purchase shares of our common stock under the ESPP to U.S. and to non-U.S. employees. Specifically, the ESPP authorizes (1) the grant of the right to purchase shares of our common stock by U.S. employees that are intended to qualify as rights granted pursuant to an “employee stock purchase plan” under Section 423 of the Code (the “Section 423 Component”), and (2) the grant of the right to purchase shares of our common stock that are not intended to qualify as rights granted pursuant to an “employee stock purchase plan” under Section 423 of the Code to facilitate participation for employees located outside of the U.S. who do not benefit from favorable U.S. federal tax treatment or who otherwise are not eligible or not intended to participate in the Section 423 Component and to provide flexibility to comply with non-U.S. law and other considerations (the “Non-Section 423 Component”). Where permitted under local law and custom, we expect that the Non-Section 423 Component will generally be operated and administered on terms and conditions similar to the Section 423 Component.

Shares Available for Awards; Administration

A total of 3,791,891 shares of our common stock will initially be reserved for issuance under the ESPP. In addition, the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2022 and ending on and including January 31, 2031, by an amount equal to the lesser of (A) 1.0% of the aggregate number of shares of our common stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as is determined by our board of directors. The number of shares that may be issued or transferred pursuant to the rights granted under the Section 423 Component of the ESPP will not exceed an aggregate of 3,791,891 shares. Our board of directors or a committee of our board of directors will administer and will have authority to interpret the terms of the ESPP and determine eligibility of participants. We expect that the compensation committee will be the initial administrator of the ESPP.

Eligibility

We expect that all of the Company employees will be eligible to participate in the ESPP. However, an employee may not be granted rights to purchase stock under the ESPP if the employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of stock and other securities of the Company, or a parent or subsidiary corporation of the Company. Directors who are not employees are not eligible to participate. Employees who choose not to participate, or are not eligible to participate at the start of an offering period but who become eligible thereafter, may enroll in any subsequent offering period. Additionally, the plan administrator may provide that an employee will not be eligible to participate in an offering period under the Section 423 Component if (i) such employee is a highly compensated employee under Section 414(q) of the Code, (ii) such employee has not met a service requirement designated by the plan administrator, (iii) such employee’s customary employment is for twenty hours per week or less, (iv) such employee’s customary employment is for less than five months in any calendar year and/or (v) such employee is a citizen or resident of a non-U.S. jurisdiction or the grant of a right to purchase shares of our common stock under the ESPP to such employee would be prohibited under the laws of such non-U.S. jurisdiction or the grant of a right to purchase such shares under the ESPP to such employee in compliance with the laws of such non-U.S. jurisdiction would cause the ESPP to violate the requirements of Section 423 of the Code.

Grant of Rights

Stock will be offered under the ESPP during offering periods. The length of the offering periods under the ESPP will be determined by the plan administrator and may be up to twenty- seven months long. The plan administrator will establish one or more purchase periods within each offering period. The number of purchase periods within, and purchase dates during each offering period, will be established by the plan administrator prior to the commencement of each offering period. The length of the purchase periods will be determined by the plan administrator and may be up to twenty-seven months long. Employee payroll deductions will be used to purchase

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shares on each purchase date during an offering period. The purchase dates for each offering period will be the final trading day of the purchase period or such other date as determined by the plan administrator. Payroll deductions for each offering periods under the ESPP will commence for a participant on the first regular payday following the applicable enrollment date of an offering period and will end on the last such payday in the offering period to which such participant’s authorization is applicable, unless sooner terminated or suspended by the participant or plan administrator under the ESPP. The plan administrator may, in its discretion, modify the terms of future offering periods. In non-U.S. jurisdictions where participation in the ESPP through payroll deductions is prohibited, the plan administrator may provide that an eligible employee may elect to participate through contributions to the participant’s account under the ESPP in a form acceptable to the plan administrator in lieu of or in addition to payroll deductions.

The ESPP permits participants to purchase our common stock through payroll deductions of a specified percentage or a fixed dollar amount of their eligible compensation, which, in either event, may not be less than 1% and may not be more than the maximum percentage specified by the plan administrator for the applicable offering period or purchase period. In the absence of a contrary designation, such maximum percentage will be 100,000 shares. The plan administrator will establish a maximum number of shares that may be purchased by a participant during any offering period or purchase period. In addition, no employee will be permitted to accrue the right to purchase stock under the Section 423 Component at a rate in excess of $25,000 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of our common stock as of the first day of the offering period).

On the first trading day of each offering period, each participant will be granted the right to purchase shares of our common stock. The right will expire on the earlier of, the end of the applicable offering period, the last purchase date of the offering period, and the date on which the participant withdraws from the ESPP, and will be exercised at that time to the extent of the payroll deductions (or contributions) accumulated during the offering period. The purchase price of the shares, in the absence of a contrary designation, with respect to the Section 423 Component will be 85% of the lower of the fair market value of our common stock on the first trading day of the offering period or on the purchase date. Participants may voluntarily end their participation in the ESPP at any time during a specified period prior to the end of the applicable offering period, and will be paid their accrued payroll deductions (and contributions, if applicable) that have not yet been used to purchase shares of our common stock. If a participant withdraws from the ESPP during an offering period, the participant cannot rejoin until the next offering period. Participation ends automatically upon a participant’s termination of employment.

A participant may not transfer rights granted under the ESPP other than by will or the laws of descent and distribution, and are generally exercisable only by the participant.

Certain Transactions

In the event of certain non-reciprocal transactions or events affecting our common stock, including, without limitation, any dividend or other distribution, change in control, reorganization, merger, repurchase, redemption, recapitalization, liquidation, dissolution, sale of all or substantially all of our assets or sale or exchange of our shares of our common stock, or other similar corporate transaction or event, the plan administrator will make equitable adjustments to the ESPP and outstanding rights. In the event of any events or transactions set forth in the immediately preceding sentence or any unusual or non-recurring events or transactions, the plan administrator may provide for (1) either the replacement of outstanding rights with other rights or property or termination of outstanding rights in exchange for cash, (2) the assumption or substitution of outstanding rights by the successor or survivor corporation or parent or subsidiary thereof, if any, (3) the adjustment in the number and type of shares of stock subject to outstanding rights, (4) the use of participants’ accumulated payroll deductions to purchase stock on a new purchase date prior to the next scheduled purchase date and termination of any rights under ongoing offering periods or (5) the termination of all outstanding rights.

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Plan Amendment; Termination

The plan administrator may amend, suspend or terminate the ESPP at any time. However, shareholder approval will be obtained for any amendment that increases the aggregate number or changes the type of shares that may be sold pursuant to rights under the ESPP, in excess of the initial pool and annual increase as described above, or changes the corporations or classes of corporations whose employees are eligible to participate in the ESPP. The ESPP will continue until terminated by our board of directors.

Material U.S. Federal Income Tax Consequences

The material federal income tax consequences of the ESPP under current federal income tax law are summarized in the following discussion, which deals with the general tax principles applicable to the ESPP. The following discussion is based upon laws, regulations, rulings and decisions now in effect, all of which are subject to change. Foreign, state and local tax laws, and employment, estate and gift tax considerations are not discussed due to the fact that they may vary depending on individual circumstances and from locality to locality.

The ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Code. Under the applicable Code provisions, no income will be taxable to a participant until the sale or other disposition of the shares purchased under the ESPP. This means that an eligible employee will not recognize taxable income on the date the employee is granted a right under the ESPP (i.e., the first day of the offering period). In addition, the employee will not recognize taxable income upon the purchase of shares. Upon such sale or disposition, the participant will generally be subject to tax in an amount that depends upon the length of time such shares are held by the participant prior to disposing of them. If the shares are sold or disposed of more than two years from the first day of the offering period during which the shares were purchased and more than one year from the date of purchase, or if the participant dies while holding the shares, the participant (or his or her estate) will recognize ordinary income measured as the lesser of: (1) the excess of the fair market value of the shares at the time of such sale or disposition over the purchase price; or (2) an amount equal to 15% of the fair market value of the shares as of the first day of the offering period. Any additional gain will be treated as long- term capital gain. If the shares are held for the holding periods described above but are sold for a price that is less than the purchase price, there is no ordinary income and the participating employee has a long-term capital loss for the difference between the sale price and the purchase price.

If the shares are sold or otherwise disposed of before the expiration of the holding periods described above, the participant will recognize ordinary income generally measured as the excess of the fair market value of the shares on the date the shares are purchased over the purchase price and we will be entitled to a tax deduction for compensation expense in the amount of ordinary income recognized by the employee. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on how long the shares were held following the date they were purchased by the participant prior to disposing of them. If the shares are sold or otherwise disposed of before the expiration of the holding periods described above but are sold for a price that is less than the purchase price, the participant will recognize ordinary income equal to the excess of the fair market value of the shares on the date of purchase over the purchase price (and we will be entitled to a corresponding deduction), but the participant generally will be able to report a capital loss equal to the difference between the sales price of the shares and the fair market value of the shares on the date of purchase.

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PRINCIPAL STOCKHOLDERS

The following table sets forth information regarding the beneficial ownership of our common stock as of June 30, 2021 for:

• each person or entity who is known by us to beneficially own more than 5% of our common stock;

• each of our directors and named executive officers; and

• all of our directors and executive officers as a group.

Percentage of beneficial ownership prior to this offering is based on 334,189,051 shares of common stock outstanding as of June 30, 2021 after giving effect to the Distribution and the filing and effectiveness of our amended and restated certificate of incorporation and the amended and restated bylaws. Percentage of beneficial ownership after this offering is based on 379,189,051 shares of common stock outstanding (assuming no exercise of the underwriters’ option to purchase additional shares) after giving effect to the sale by us of the shares of common stock offered hereby.

Information with respect to beneficial ownership has been furnished to us by each director, executive officer or stockholder listed in the table below, as the case may be. The amounts and percentages of our common stock beneficially owned are reported on the basis of rules of the SEC governing the determination of beneficial ownership of securities. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days after June 30, 2021. As a result, in computing the number of shares beneficially owned by an individual or entity and the percentage ownership of that person, shares of common stock subject to options, warrants or other rights held by such person that are currently exercisable or that will become exercisable or will otherwise vest within 60 days of June 30, 2021 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. More than one person may be deemed to be a beneficial owner of the same securities.

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Unless otherwise indicated below, to our knowledge, all persons listed below have sole voting and investment power with respect to their shares of common stock, except to the extent authority is shared by spouses under applicable law. Unless otherwise indicated below, the address for each person or entity listed below is c/o WCG Clinical, Inc., 212 Carnegie Center, Suite 301, Princeton, NJ 08540.

	Number of Shares Beneficially Owned						Percentage of Shares Beneficially Owned
	Before this Offering		After this Offering				Before this Offering			After this Offering
Name of Beneficial Owner			Assuming No Exercise of the Underwriters’ Option		Assuming Full Exercise of the Underwriters’ Option					Assuming No Exercise of the Underwriters’ Option			Assuming Full Exercise of Underwriters’ Option
5% Stockholders
Entities affiliated with Leonard Green & Partners, L.P.(1)		116,561,248		116,561,248		116,561,248		34.9	%		30.7	%		30.2	%
Arsenal Capital Partners(2)		85,893,188		85,893,188		85,893,188		25.7	%		22.7	%		22.3	%
Novo Holdings A/S(3)		54,264,653		54,264,653		54,264,653		16.2	%		14.3	%		14.1	%
GIC Investor(4)		44,962,141		44,962,141		44,962,141		13.5	%		11.9	%		11.7	%
Named Executive Officers, Directors and Director Nominees
Donald A. Deieso, Ph.D.(5)		4,369,257		4,369,257		4,369,257		1.3	%		1.2	%		1.1	%
Nicholas Slack(6)		1,227,357		1,227,357		1,227,357		*	%		*	%		*	%
Laurie L. Jackson(7)		1,204,338		1,204,338		1,204,338		*	%		*	%		*	%
John Baumer(1)		116,561,248		116,561,248		116,561,248		34.9	%		30.7	%		30.2	%
Eugene Gorbach(2)		85,893,188		85,893,188		85,893,188		25.7	%		22.7	%		22.3	%
Henrik Kjær Hansen(3)		54,264,653		54,264,653		54,264,653		16.2	%		14.3	%		14.1	%
Stephen McLean(2)		85,893,188		85,893,188		85,893,188		25.7	%		22.7	%		22.3	%
Kavita Patel, MD(8)		176,790		176,790		176,790		*	%		*	%		*	%
Richard Pilnik		—		—		—		—	%		—	%		—	%
James Rothman, Ph.D(9)		1,107,040		1,107,040		1,107,040		*	%		*	%		*	%
Peter Zippelius(1)		116,561,248		116,561,248		116,561,248		34.9	%		30.7	%		30.2	%
Charles D. Kennedy		—		—		—		—	%		—	%		—	%
All directors, and executive officers as a group (14 persons)		265,806,475		265,806,475		265,806,475		79.5	%		70.1	%		68.9	%

* Represents beneficial ownership of less than 1% of our outstanding common stock.

(1) Voting and investment power with respect to the shares of our common stock held by Green Equity Investors VII, L.P., Green Equity Investors Side VII, L.P., LGP Associates VII-A LLC and LGP Associates VII-B LLC (collectively, “Green VII”), is shared. Messrs. Baumer and Zippelius may also be deemed to share voting and investment power with respect to such shares due to their positions with affiliates of Green VII, and each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Each of the foregoing entities’ and individuals’ address is c/o Leonard Green & Partners, L.P., 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025.

(2) Voting and investment power with respect to the shares of our common stock held by Arsenal Capital Partners IV LP and Arsenal Capital Partners IV-B LP (together, “Fund IV”), Arsenal Capital Partners V LP and Arsenal Capital Partners V-B LP (together, “Fund V”), ACP WCG Co-Invest 1-2020 LLC, ACP WCG Co-Invest 2-2020 LP, ACP WCG Co-Invest 3-2020 LP and ACP WCG Co-Invest 4-2020 LP (collectively, the “Arsenal Funds”), is shared. Each entity within the Arsenal Funds is controlled by its respective general partner or board of managers (an “Investment LP”). Arsenal Capital Investment IV LP is the general partner of Fund IV, Arsenal Capital Investment V LP is the general partner of Fund V. Arsenal Capital Investment WCG 2020 LLC is the general partner of each of ACP WCG Co-Invest 2-2020 LP, ACP WCG Co-Invest 3-2020 LP and ACP WCG Co-Invest 4-2020 LP. ACP WCG 1-2020 is controlled by a board of managers. Each of the Investment LPs is governed by an investment committee consisting of 17 individuals, including

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Messrs. Gorbach and McLean. Arsenal Capital Group LLC (“Group LLC”), or its respective members, is the general partner of each Investment LP and appoints the members of its investment committee or portfolio company committee. As such, Group LLC has the power to control each Investment LP’s voting and investment decisions and may be deemed to have beneficial ownership of the securities held by the Arsenal Funds. Group LLC is managed by a board of managers consisting of two members that act by majority approval. The individual members of such board are Terrence M. Mullen and Jeffrey B. Kovach. Each of the foregoing entities’ and individuals’ address is c/o Arsenal Capital Partners, 100 Park Avenue, 31st Floor, New York, New York 10017.

(3) Novo Holdings A/S has sole voting and investment power with respect to the shares. Mr. Hansen is employed as a senior partner at Novo Holdings A/S and is not deemed to hold any beneficial ownership or reportable pecuniary interest in the shares held by Novo Holdings A/S. The address of Novo Holdings A/S is Tubor Havnevej 19, 2900 Hellerup, Denmark, +45 3527 6500, CVR# 24257630.

(4) Consists of 44,962,141 shares of common stock held of record by Dein Investment Pte. Ltd. (the “GIC Investor”). The GIC Investor shares the power to vote and the power to dispose of these shares with GIC Special Investments Pte. Ltd. (“GIC SI”), and GIC Private Limited (“GIC”), both of which are private limited companies incorporated in Singapore. GIC SI is wholly owned by GIC and is the private equity investment arm of GIC. GIC is wholly owned by the Government of Singapore and was set up with the sole purpose of managing Singapore’s foreign reserves. The Government of Singapore disclaims beneficial ownership of these shares. The business address for the GIC Investor is 168 Robinson Road, #37-01 Capital Tower, Singapore 068912.

(5) Represents 1,299,228 shares of common stock and 3,070,029 shares of restricted stock.

(6) Represents 366,806 shares of common stock and 910,551 shares of restricted stock.

(7) Represents 293,614 shares of common stock and 910,724 shares of restricted stock.

(8) Represents shares of restricted stock.

(9) Represents 947,929 shares of common stock and 159,111 shares of restricted stock.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a description of transactions to which we were a party since January 1, 2018 in which the amount involved exceeded or will exceed $120,000, and in which any of our executive officers, directors or holders of more than 5% of any class of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

Amended and Restated Registration Rights Agreement

On January 8, 2020, the Company, the Principal Stockholders and certain other stockholders entered into a registration rights and coordination agreement. Immediately prior to the effectiveness of the registration statement of which this prospectus is a part, we will amend and restate the existing registration rights agreement (the “Amended and Restated Registration Rights Agreement”). The Amended and Restated Registration Rights Agreement will grant to the Principal Stockholders and certain other stockholders the right to demand that we file a registration statement (“demand registration rights”) or request that their shares of our capital stock be covered by a registration statement that we are otherwise filing (“piggyback registration rights”). At any time beginning six months after the effective date of this offering, the Principal Stockholders can demand that we register the offer and sale of their shares. LGP has unlimited demand registration rights, and Arsenal, Novo and the GIC Investor each may effect two demand registrations. In addition, the Principal Stockholders and certain other stockholders will have unlimited customary shelf and piggyback registration rights, and have agreed to customary cutback provisions with respect to demand and piggyback registrations. The Amended and Restated Registration Rights Agreement will also include that certain stockholders will coordinate trades of equity securities for a two-year period following this offering, as well as customary indemnification and expense provisions.

Voting Agreement

We will enter into a Voting Agreement with the Principal Stockholders, to be effective immediately prior to the effectiveness of the registration statement of which this prospectus is a part. Pursuant to the Voting Agreement, LGP will have the right to designate certain of our directors (the “LGP Directors”), Arsenal will have the right to designate certain of our directors (the “Arsenal Directors”), Novo will have the right to designate certain of our directors (the “Novo Directors”, and together with the LGP Directors and the Arsenal Directors, the “Principal Stockholder Directors”) and GIC Investor will have the right to designate one non-voting observer (the “GIC Observer”).

So long as LGP owns, in the aggregate, (i) greater than 50% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, LGP will be entitled to nominate two directors, (ii) less than or equal to 50%, but greater than 30% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, it will be entitled to nominate one director, and (iii) less than or equal to 30%, it will not be entitled to nominate a director.

So long as Arsenal owns, in the aggregate, (i) greater than 70% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, Arsenal will be entitled to nominate two directors, (ii) less than or equal to 70%, but greater than 40% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, it will be entitled to nominate one director, and (iii) less than or equal to 40%, it will not be entitled to nominate a director.

So long as Novo owns, in the aggregate, (i) greater than 60% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, Novo will be entitled to nominate one director, and (ii) less than or equal to 60%, it will not be entitled to nominate a director.

So long as GIC Investor owns, in the aggregate, (i) greater than 75% of the total outstanding shares of our common stock owned by it immediately following the consummation of this offering, GIC Investor will be entitled to designate one non-voting observer to our board of directors.

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Each of the Principal Stockholders will also agree to vote, or cause to vote, all of their outstanding shares of our common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the Principal Stockholder Directors. See “Management—Composition of our Board of Directors.”

Other Transactions

We have granted equity awards to our executive officers and certain of our directors. See “Executive and Director Compensation” for a description of these equity awards.

Stephen M. McLean, Jr., our Treasurer & Vice President, Corporate Development, is the son of Stephen McLean, one of our directors, and received annual compensation of approximately $539,754, $502,957 and $449,378 for the years ended December 31, 2020, 2019 and 2018, respectively.

Dein Investment Pte. Ltd., one of our stockholders owning over 5% of our common stock, is a lender under our Second Lien Term Loan Facility. See “Capitalization”, “Principal Stockholders” and “Description of Certain Indebtedness.”

Indemnification Agreements

Our amended and restated bylaws, as will be in effect prior to the closing of this offering, provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL, subject to certain exceptions contained in our amended and restated bylaws. In addition, our amended and restated certificate of incorporation, as will be in effect prior to the closing of this offering, will provide that our directors will not be liable for monetary damages for breach of fiduciary duty.

Prior to the closing of this offering, we will enter into indemnification agreements with each of our executive officers and directors. The indemnification agreements will provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the DGCL, subject to certain exceptions contained in those agreements.

There is no pending litigation or proceeding naming any of our directors or officers for which indemnification is being sought, and we are not aware of any pending litigation that may result in claims for indemnification by any director or executive officer.

Our Policy Regarding Related Party Transactions

Our board of directors recognizes the fact that transactions with related persons present a heightened risk of conflicts of interests or improper valuation (or the perception thereof). In connection with this offering, our board of directors intends to adopt a written policy on transactions with related persons that is in conformity with the requirements for issuers having publicly held common stock that is listed on the The Nasdaq Global Select Market. Under such policy:

• any related person transaction, and any material amendment or modification to a related person transaction, must be reviewed and approved or ratified by a committee of the board of directors composed solely of independent directors who are disinterested or by the disinterested members of the board of directors; and

• any employment relationship or transaction involving an executive officer and any related compensation must be approved by the compensation committee of the board of directors or recommended by the compensation committee to the board of directors for its approval.

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In connection with the review and approval or ratification of a related person transaction:

• management must disclose to the committee or disinterested directors, as applicable, the name of the related person and the basis on which the person is a related person, the material terms of the related person transaction, including the approximate dollar value of the amount involved in the transaction and all the material facts as to the related person’s direct or indirect interest in, or relationship to, the related person transaction;

• management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction complies with the terms of our agreements governing our material outstanding indebtedness that limit or restrict our ability to enter into a related person transaction;

• management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction will be required to be disclosed in our applicable filings under the Securities Act or the Exchange Act, and related rules, and, to the extent required to be disclosed, management must ensure that the related person transaction is disclosed in accordance with such Acts and related rules; and

• management must advise the committee or disinterested directors, as applicable, as to whether the related person transaction constitutes a “personal loan” for purposes of Section 402 of the Sarbanes-Oxley Act.

In addition, the related person transaction policy will provide that the committee or disinterested directors, as applicable, in connection with any approval or ratification of a related person transaction involving a non-employee director or director nominee, should consider whether such transaction would compromise the director or director nominee’s status as an “independent,” or “outside” director, as applicable, under the rules and regulations of the SEC, the The Nasdaq Global Select Market and the U.S. Internal Revenue Code of 1986, as amended (the “Code”).

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DESCRIPTION OF CAPITAL STOCK

The following descriptions of our capital stock and certain provisions of our amended and restated certificate of incorporation and our amended and restated bylaws, each of which will become effective upon the consummation of this offering, and the DGCL are summaries and are qualified by reference to the amended and restated certificate of incorporation and the amended and restated bylaws, which are filed as exhibits to the registration statement of which this prospectus forms a part.

General

Our authorized capital stock following this offering will consist of 2,000,000,000 shares of common stock, par value $0.01 per share, and 20,000,000 shares of preferred stock, par value $0.01 per share. The board of directors has determined by resolution that we will issue all shares of our capital stock in uncertificated form. We urge you to read our amended and restated certificate of incorporation and our amended and restated bylaws.

Common Stock

Upon the consummation of this offering, we expect that 379,189,051 shares of common stock, or 385,939,051 shares of common stock if the underwriters exercise their option to purchase additional shares from us in full, will be issued and outstanding.

Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders and do not have cumulative voting rights. An election of directors by our stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election. Holders of common stock are entitled to receive proportionately any dividends as may be declared from time to time by our board of directors out of assets legally available therefor, subject to any preferential dividend rights of any series of preferred stock that we may designate and issue in the future.

In the event of our liquidation, dissolution, or winding up, the holders of common stock are entitled to receive proportionately our net assets available for distribution to stockholders after the payment in full of all debts and other liabilities and subject to the prior rights of any outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights. There will be no sinking fund provisions applicable to our common stock. The rights, preferences and privileges of holders of common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

Preferred Stock

Upon the closing of this offering, we will have no shares of preferred stock issued or outstanding.

Under the terms of our amended and restated certificate of incorporation, our board of directors is authorized to direct us to issue shares of preferred stock in one or more series without stockholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and limitations, qualifications, restrictions, including without limitation voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.

The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could have the effect of making it more difficult for a third party to acquire, or could discourage a third party from seeking to acquire, a majority of our outstanding voting stock. We have no present plans to issue any shares of preferred stock.

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Dividends

The DGCL permits a corporation to declare and pay dividends out of “surplus” or, if there is no “surplus,” out of its net profits for the fiscal year in which the dividend is declared or the preceding fiscal year. “Surplus” is defined as the excess of the net assets of the corporation over the amount determined to be the capital of the corporation by the board of directors. The capital of the corporation is typically calculated to be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets equal the fair value of the total assets minus total liabilities. The DGCL also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

Declaration and payment of any dividend will be subject to the discretion of our board of directors. The time and amount of dividends will depend upon our financial condition, operations, cash requirements and availability, debt repayment obligations, capital expenditure needs, restrictions in our debt instruments, industry trends, the provisions of Delaware law affecting the payment of dividends to stockholders and any other factors our board of directors may consider relevant.

We have no current plans to pay dividends on our common stock. Any decision to declare and pay dividends in the future will be made at the sole discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. Our ability to pay dividends will be limited by covenants in our existing indebtedness and may be limited by the agreements governing other indebtedness that we or our subsidiaries incur in the future. See “Description of Certain Indebtedness.” In addition, because we are a holding company and have no direct operations, we will only be able to pay dividends, if any, from funds we receive from our subsidiaries.

Authorized but Unissued Shares

The authorized but unissued shares of our common stock and our preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of The Nasdaq Global Select Market. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could make more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Voting Agreement

In connection with this offering, we will enter into the Voting Agreement with the Principal Stockholders pursuant to which the Principal Stockholders will have specified board representation rights, governance rights and other rights. See “Certain Relationships and Related Party Transactions—Voting Agreement.”

Registration Rights

Upon the closing of this offering, pursuant to the Amended and Restated Registration Rights Agreement, the holders of 325,799,017 shares of our common stock, or their transferees, will be entitled to various rights with respect to the registration of these shares under the Securities Act. Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. Shares covered by a registration statement will be eligible for sale in the public market upon the expiration or release from the terms of the lock-up agreement. See “Certain Relationships and Related Party Transactions—Amended and Restated Registration Rights Agreement” elsewhere in this prospectus.

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Exclusive Venue

Our amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that unless we consent in writing to the selection of an alternative forum, (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders, (iii) any action asserting a claim against us arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our amended and restated bylaws (as either may be amended and/or restated from time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim against us governed by the internal affairs doctrine will have to be brought only in the Court of Chancery in the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware). Our amended and restated certificate of incorporation also requires that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act; however, there is uncertainty as to whether a court would enforce such provision, and investors cannot waive compliance with federal securities laws and the rules and regulations thereunder. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may have the effect of discouraging lawsuits against our directors and officers. These provisions will not apply to any suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

Conflicts of Interest

Delaware law permits corporations to adopt provisions in its certificate of incorporation renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. Our amended and restated certificate of incorporation will, to the maximum extent permitted from time to time by Delaware law, renounce any interest or expectancy that we have in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to our officers, directors or certain stockholders or their respective affiliates, other than those officers, directors, stockholders or affiliates who are our or our subsidiaries’ employees. Our amended and restated certificate of incorporation will provide that, to the fullest extent permitted by law, none of the Principal Stockholders or any of their respective affiliates or any director who is not employed by us (including any director who serves as one of our officers) or his or her affiliates will have any duty to refrain from (i) engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (ii) otherwise competing with us or our affiliates. In addition, to the fullest extent permitted by law, in the event that the Principal Stockholders or any non-employee director acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself or himself or its or his affiliates or for us or our affiliates, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and they may take any such opportunity for themselves or offer it to another person or entity. Our amended and restated certificate of incorporation will not renounce our interest in any business opportunity that is expressly offered to a non-employee director solely in his or her capacity as a director or officer of the Company. To the fullest extent permitted by law, no business opportunity will be deemed to be a potential corporate opportunity for us unless we would be permitted to undertake the opportunity under our amended and restated certificate of incorporation, we have sufficient financial resources to undertake the opportunity and the opportunity would be in line with our business.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors’ fiduciary duties, subject to certain exceptions. Our amended and restated certificate of incorporation includes a provision that eliminates the

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personal liability of directors for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions is to eliminate the rights of us and our stockholders, through stockholders’ derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, exculpation does not apply to any director if the director has breached his or her duty of loyalty, failed to act in good faith, knowingly or intentionally violated the law, authorized illegal dividends or redemptions or derived an improper personal benefit from his or her actions as a director.

Our amended and restated bylaws provide that we must indemnify and advance expenses to our directors and officers to the fullest extent authorized by the DGCL. We also are expressly authorized to carry directors’ and officers’ liability insurance for our directors, officers and certain employees for some liabilities. We believe that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability, indemnification and advancement provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

We currently are party to indemnification agreements with certain of our directors and officers. These agreements require us to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation, Our Amended and Restated Bylaws and Delaware Law

Certain provisions of Delaware law and our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that may delay, defer or discourage another party from acquiring control of us. We expect that these provisions, certain of which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they also give our board of directors the power to discourage acquisitions that some stockholders may favor.

Classified Board of Directors; Removal

Our amended and restated certificate of incorporation provides that our board of directors is divided into three classes, following the expiration of specified initial terms for each class, each class serving three-year staggered terms. As a result, approximately one-third of our directors are elected each year. Our amended and restated certificate of incorporation also provides that, from and after the first date on which the Principal Stockholders cease to beneficially own (directly or indirectly) more than 50% of the voting power of the outstanding shares of our Common Stock, directors may only be removed from our board of directors for cause by the affirmative vote of at least a 66 2/3% of the voting power of our outstanding shares of common stock. Prior to the first date on which the Principal Stockholders cease to beneficially own (directly or indirectly) more

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than 50% of the voting power of the outstanding shares of our Common Stock, directors may be removed from our board of directors with or without cause by the affirmative vote of at least a majority of the voting power of our outstanding shares of common stock. See “Management—Committees of the Board of Directors.” These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control of us or our management.

Board of Directors Vacancies: Size of the Board of Directors

Our amended and restated certificate of incorporation will provide that, subject to the rights of the holders of any series of preferred stock to elect directors, vacant directorships, including newly created seats, shall be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director. Our amended and restated certificate of incorporation will provide that, subject to the rights of the holders of any series of preferred stock to elect directors and the rights granted pursuant to the voting agreement, the number of directors constituting our board of directors will be permitted to be set only by a resolution adopted by our board of directors. These provisions would prevent a stockholder from increasing the size of our board of directors and then gaining control of our board of directors by filling the resulting vacancies with its own nominees. This will make it more difficult to change the composition of our board of directors and will promote continuity of management.

Requirements for Advance Notification of Stockholder Meetings, Nominations and Proposals

Our amended and restated certificate of incorporation will provide that special meetings of the stockholders may be called only by the chairman of the board, a resolution adopted by the affirmative vote of the majority of the directors then in office and not by our stockholders or any other person or persons, provided however, that prior to the first date on which the Principal Stockholders cease to beneficially own (directly or indirectly) more than 50% of the voting power of the outstanding shares of our Common Stock, special meetings of stockholders may also be called by our Secretary at the request of any Principal Stockholder. Our amended and restated bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. In addition, any stockholder who wishes to bring business before an annual meeting or to nominate directors at an annual meeting or a special meeting at which directors will be elected must comply with the advance notice requirements set forth in our amended and restated bylaws. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers or changes in control of us or our management.

Stockholder Action by Consent

Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted and shall be delivered to the corporation in accordance with Section 228 of the DGCL, unless our amended and restated certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation prohibits stockholder action by consent (and, thus, requires that all stockholder actions be taken at a meeting of our stockholders) from and after the first date on which the Principal Stockholders cease to beneficially own (directly or indirectly) more than 50% of the voting power of the outstanding shares of our Common Stock. Prior to such date, stockholders may take action by consent.

Approval for Amendment of Certificate of Incorporation and Bylaws

Our amended and restated certificate of incorporation further provides that, from and after the first date on which the Principal Stockholders cease to beneficially own (directly or indirectly) more than 50% of the voting power of the outstanding shares of our Common Stock, the affirmative vote of holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock, voting as a single class, will be required to

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amend certain provisions of our amended and certificate of incorporation, including provisions relating to the size of the board, removal of directors, special meetings, actions by written consent and cumulative voting. From and after the first date on which the Principal Stockholders cease to beneficially own (directly or indirectly) more than 50% of the voting power of the outstanding shares of our Common Stock, the affirmative vote of holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock, voting as a single class, will be required to amend or repeal our bylaws, although our bylaws may be amended by a simple majority vote of our board of directors.

Business Combinations

We have opted out of Section 203 of the DGCL; however, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain “business combinations” with any “interested stockholder” for a three-year period following the time that the stockholder became an interested stockholder, unless:

• prior to such time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or

• at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least two-thirds of our outstanding voting stock that is not owned by the interested stockholder.

Generally, a “business combination” includes a merger, asset, or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is generally defined a person who, together with that person’s affiliates and associates, owns 15% or more of our outstanding voting stock. For purposes of this section only, “voting stock” has the meaning given to it in Section 203 of the DGCL.

Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with us for a three-year period. This provision may encourage companies interested in acquiring us to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

Our amended and restated certificate of incorporation provides that the Principal Stockholders and their affiliates, and any of their respective direct or indirect transferees and any group as to which such persons are a party, do not constitute “interested stockholders” for purposes of this provision.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be American Stock Transfer & Trust.

Stock Exchange Listing

We have applied to list our common stock on The Nasdaq Global Select Market under the symbol “WCGC.”

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DESCRIPTION OF CERTAIN INDEBTEDNESS

Credit Facilities

General

On January 8, 2020, in connection with the acquisition of each of WCG Holdings IV Inc. and WCG Market Intelligence & Insights Inc., WCG Purchaser Corp. (formerly known as Da Vinci Purchaser Corp.) entered into a first lien credit agreement and a second lien credit agreement, which provided for the following:

• a $920.0 million First Lien Term Loan Facility;

• a $125.0 million Revolving Credit Facility; and

• a $345.0 million Second Lien Term Loan Facility.

On November 2, 2020, WCG Purchaser Corp. entered into an incremental amendment to the First Lien Term Loan Facility which, among other things, provided for an additional $150 million of term loans as a fungible tranche with the then existing first lien term loans.

On July 13, 2021, we entered into the Second Amendment which, among other things, (i) increased the commitments under the Revolving Credit Facility from $125.0 million to $250.0 million and (ii) extended the maturity date of the Revolving Credit Facility to the earliest to occur of (a) July 13, 2026, (b) the date that commitments under the Revolving Credit Facility are permanently reduced to zero and (c) the date of the termination of the commitments under the Revolving Credit Facility.

On July 20, 2021, we entered into the Third Amendment which, among other things, provided for an additional $200.0 million of term loans as a fungible tranche with the then existing first lien term loans.

The following summary describes the material provisions of the Credit Facilities, but may not contain all information that is important to you. We urge you to read the provisions of the agreements governing the Credit Facilities, which have been filed as exhibits to the registration statement of which this prospectus forms a part.

Interest Rates and Fees

Borrowings under the First Lien Facilities are, at the option of WCG Purchaser Corp., either Base Rate Loans or Eurocurrency Rate Loans (each as defined in the first lien credit agreement). Term loans and revolving loans comprising each Base Rate (as defined in the first lien credit agreement) borrowings under the First Lien Facilities accrue interest at the Base Rate plus an Applicable Rate (as defined in the first lien credit agreement). The current applicable rate for Base Rate term loans is 3.00%. The current applicable rate for Base Rate revolving loans ranges from 3.00% to 2.50% per annum, based upon specified leverage ratios. Term loans and revolving loans comprising each Eurocurrency Rate borrowings bear interest at the Eurocurrency Rate plus an Applicable Rate. The current applicable rate for Eurocurrency Rate term loans is 4.00%. The current applicable rate for Eurocurrency Rate revolving loans ranges from 4.00% to 3.50% per annum, based upon specified leverage ratios. Following the consummation of a Qualifying IPO (as defined in the first lien credit agreement), the above rates for revolving loans will be reduced by 0.25%.

Borrowings under the Second Lien Term Loan Facility accrue interest at 9.0% per annum.

In addition to paying interest on the principal amounts outstanding under the Credit Facilities, WCG Purchaser Corp. is required to pay a commitment fee under the Revolving Credit Facility in respect of the unutilized commitments thereunder at a rate ranging from 0.25% per year to 0.50% per year, in each case based upon specified leverage ratios. WCG Purchaser Corp. is also subject to customary letter of credit and agency fees.

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Mandatory Prepayments

The first lien credit agreement requires that WCG Purchaser Corp., following the end of each fiscal year, repay the outstanding principal amount of all term loans under the First Lien Facilities in an aggregate amount equal to (A) 50% of Excess Cash Flow (as defined in the credit agreements) of WCG Purchaser Corp. and its restricted subsidiaries for such fiscal year if the First Lien Net Leverage Ratio (as defined in the first lien credit agreement, “FLNLR”). is greater than or equal to 4:75:1.00, which percentage is reduced to 25% if the FLNLR is less than 4.75:1.00 and equal to or greater than 4.25:1.00, and to 0% if the FLNLR is less than 4.25:1.00, minus (B) at the option of WCG Purchaser Corp., (i) the aggregate principal amount of any voluntary prepayment, repurchase, redemption or other retirement of any term loans under the First Lien Facilities and other term loans that are Pari Passu Lien Debt (as defined in the first lien credit agreement), (ii) the aggregate principal amount of any voluntary payments and prepayments of any Revolving Credit Facility loans and other revolving loans that are Pair Passu Lien Debt (as defined in the first lien credit agreement), to the extent accompanied by a corresponding permanent reduction in commitments, (iii) the aggregate principal amount of any voluntary prepayment, repurchase, redemption or other retirement of any Junior Lien Debt (as defined in the first lien credit agreement), (iv) the aggregate principal amount of voluntary prepayment, repurchase, redemption or other retirement of debt secured by liens on Excluded Assets (as defined in the first lien credit agreement) and (v) the aggregate principal amount of voluntary prepayment, repurchase, redemption or other retirement of debt of restricted subsidiaries that are not guarantors under the first lien credit agreement.

The first lien credit agreement requires WCG Purchaser Corp. to repay term loan amounts outstanding under the First Lien Facilities following the receipt of net proceeds from non-ordinary course asset sales constituting collateral or casualty insurance or condemnation proceeds with respect to property constituting collateral, to the extent the aggregate amount of such proceeds, in each case, exceeds $17.46 million for any transaction or series of related transactions. Subject to certain reinvestment rights, WCG Purchaser Corp. must apply 100% of the net proceeds to prepay the term loans under the First Lien Facilities if the FLNLR is equal to or greater than 4.75:1.00, which percentage is reduced to 50% if the FLNLR is less than 4.75:1.00 and equal to or greater than 4.25:1.00, and to 0% if the FLNLR is less than 4.25:1.00.

Solely to the extent the Termination Conditions (as defined in the first lien credit agreement) have been satisfied and the First Lien Facilities and any other Senior Priority Lien Debt (as defined in the second lien credit agreement) have been repaid in full (other than in connection with a Permitted Refinancing (as defined in the second lien credit agreement)), the second lien credit agreement requires WCG Purchaser Corp. to repay term loan amounts outstanding under the Second Lien Term Loan Facility following the receipt of net proceeds from non-ordinary course asset sales constituting collateral or casualty insurance or condemnation proceeds with respect to property constituting collateral, to the extent the aggregate amount of such proceeds, in each case, exceeds $21.825 million for any transaction or series of related transactions. Subject to certain reinvestment rights, WCG Purchaser Corp. must apply 100% of the net proceeds to prepay the term loans under the Second Lien Term Loan Facility if the Second Lien Net Leverage Ratio (as defined in the second lien credit agreement, “SNLR”) is equal to or greater than 6.75:1.00, which percentage is reduced to 50% if the SNLR is less than 6.75:1.00 and equal to or greater than 6.25:1.00, and to 0% if the SNLR is less than 6.25:1.00.

Each credit agreement requires 100% of the net proceeds from the issuance or incurrence of indebtedness to be applied to prepay the term loans under the Credit Facilities, to the extent such incurrence is not permitted to be incurred under the indebtedness covenants of credit agreements or such indebtedness constitutes Refinancing Indebtedness (as defined in the credit agreements). Such prepayment is required under the second lien credit agreement solely to the extent the Termination Conditions (as defined in the first lien credit agreement) have been satisfied and the First Lien Facilities and any other Senior Priority Lien Debt (as defined in the second lien credit agreement) have been repaid in full (other than in connection with a Permitted Refinancing (as defined in the second lien credit agreement)).

If prior to January 8, 2022 WCG Purchaser Corp. is required to prepay the Second Lien Term Loan Facility using 100% of the proceeds of indebtedness (i) not permitted to be incurred by the indebtedness covenants of the

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second lien credit agreement or (ii) that constitutes Credit Agreement Refinancing Indebtedness (as defined in the second lien credit agreement), WCG Purchaser Corp. shall be required to pay a premium equal to (A) the present value on such prepayment date of (x) the remaining interest payments on the Second Lien Term Loan Facility from such prepayment date through January 8, 2022 plus (y) 104.5% of the principal amount of the Second Lien Term Loan Facility that would be outstanding on January 8, 2022 less (B) the principal amount of the Second Lien Term Loan Facility being prepaid as of the date of prepayment.

Voluntary Prepayment

WCG Purchaser Corp. may voluntarily prepay outstanding borrowings under the First Lien Facilities at any time in whole or in part without premium or penalty, subject to the applicable prepayment premium for any Repricing Event (as defined in the first lien credit agreement) which has expired.

WCG Purchaser Corp. may voluntarily prepay outstanding borrowings under the Second Lien Term Loan Facility at any time in whole or in part, without premium or penalty, except that, (i) prior to January 8, 2022, WCG Purchaser Corp. may only voluntarily prepay up to 40% of the principal amount of Second Lien Term Loan Facility outstanding on January 8, 2020 using the amount of net cash proceeds received by WCG Purchaser Corp. from equity interest offerings or an equity contribution to WCG Purchaser Corp. made with the net cash proceeds of one or more equity interest offerings, (ii) on and after January 8, 2022 but before January 8, 2023, WCG Purchaser Corp. may prepay the Second Lien Term Loan Facility in whole or in part at a redemption price of 104.5% of the principal amount being repaid plus accrued and unpaid interest and (iii) on and after January 8, 2023 but before January 8, 2024, WCG Purchaser Corp. may prepay the Second Lien Term Loan Facility in whole or in part at a redemption price of 102.25% of the principal amount being repaid plus accrued and unpaid interest.

Amortization and Final Maturity

The First Lien Term Loan Facility is payable in quarterly installments of 0.25% of the aggregate principal amount of all term loans outstanding on the closing date of the first lien credit agreement. The remaining unpaid balance on the First Lien Term Loan Facility, together with all accrued and unpaid interest thereon, is due and payable on or prior to January 8, 2027. Outstanding borrowings under the Revolving Credit Facility do not amortize and are due and payable on January 8, 2025. The remaining unpaid balance on the Second Lien Term Loan Facility, together with all accrued and unpaid interest thereon, is due and payable on January 8, 2028.

Guarantees and Security

WCG Purchaser Corp.’s obligations under the Credit Facilities are guaranteed by each of WCG Purchaser Corp.’s subsidiary guarantors and by its direct parent entity, WCG Purchaser Intermediate Corp. (“Holdings”). All obligations under the First Lien Facilities are secured by, among other things, and in each case subject to certain exceptions: (1) a first-priority pledge of all of the capital stock or other equity interests held by WCG Purchaser Corp., Holdings and certain subsidiaries (collectively, the “Grantors”), (2) a first-priority pledge in substantially all of the other tangible and intangible assets of each Grantor and (3) a first-priority pledge in intellectual property collateral owned by the Grantors (as applicable). All obligations under the Second Lien Credit Facility are secured by, among other things, and in each case subject to certain exceptions: (1) a second-priority pledge of all of the capital stock or other equity interests held by the Grantors, (2) a second-priority pledge in substantially all of the other tangible and intangible assets of each Grantor and (3) a second-priority pledge in intellectual property collateral owned by the Grantors (as applicable).

Covenants and Other Matters

The credit agreements governing the Credit Facilities each contain a number of covenants that, among other things and subject to certain exceptions, restrict WCG Purchaser Corp., Holdings and restricted subsidiaries’ ability to:

• incur liens;

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• make investments, loans, advances, guarantees and acquisitions;

• incur indebtedness or issue certain disqualified stock;

• consolidate or merge;

• sell or otherwise dispose of assets;

• pay dividends or make other distributions on equity interests, or redeem, repurchase or retire equity interests;

• alter the business conducted by us and our restricted subsidiaries;

• enter into transactions with affiliates;

• enter into agreements restricting the ability to pay dividends or grant liens securing obligations under the credit agreements;

• redeem, repurchase or refinance other indebtedness; and

• amend or modify governing documents.

In addition, the first lien credit agreement requires WCG Purchaser Corp. to comply with a first lien leverage ratio (not to exceed 8.00:1:00 and in each case, measured on a trailing four-quarter basis). The requirement is only triggered if (a) all revolving loans, (b) swing line loans and (c) letters of credit (other than undrawn letters of credit that have been cash collateralized or backstopped in an amount equal to 100% of the then available face amount thereof) exceeds an amount equal to 35% of the aggregate amount of outstanding revolving credit commitments.

The credit agreements also contain certain customary representations and warranties and affirmative covenants, and certain reporting obligations. In addition, the lenders under the Credit Facilities will be permitted to accelerate all outstanding borrowings and other obligations, terminate outstanding commitments and exercise other specified remedies upon the occurrence of certain events of default (subject to certain grace periods and exceptions), which include, among other things, payment defaults, breaches of representations and warranties, covenant defaults, certain cross-defaults and cross-accelerations to other indebtedness, certain events of bankruptcy and insolvency, certain judgments and changes of control. The credit agreements define “change of control” to include, among other things, (1) the Permitted Holders (as defined in the credit agreements) ceasing to beneficially own, directly or indirectly, prior to our initial public offering, at least a majority of the aggregate ordinary voting power of Holdings, and (2) after our initial public offering, (a) any person or group holding more than 35% of the aggregate ordinary voting power of Holdings, and (b) such person or group hold a greater percentage of aggregate ordinary voting power represented by the equity interests of Holdings beneficially owned, directly or indirectly, in the aggregate by the Permitted Holders (as defined in the credit agreements).

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SHARES ELIGIBLE FOR FUTURE SALE

The sale of a substantial amount of our common stock in the public market after this offering could adversely affect the prevailing market price of our common stock. Furthermore, substantially all of our common stock outstanding prior to the consummation of this offering will be subject to the contractual and legal restrictions on resale described below. The sale of a substantial amount of common stock in the public market after these restrictions lapse, or the expectation that such a sale may occur, could adversely affect the prevailing market price of our common stock and our ability to raise equity capital in the future.

Upon consummation of this offering, we expect to have outstanding an aggregate of 379,189,051 shares of our common stock, assuming no exercise of outstanding options and assuming that the underwriters have not exercised their option to purchase additional shares. All of the shares of common stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act by persons other than “affiliates,” as that term is defined in Rule 144 under the Securities Act. Generally, the balance of our outstanding shares of common stock are “restricted securities” within the meaning of Rule 144 under the Securities Act, and the sale of those shares will be subject to the limitations and restrictions that are described below. Shares of our common stock that are not restricted securities and are purchased by our affiliates will be “control securities” under Rule 144. Restricted securities may be sold in the public market only if registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act. These rules are summarized below. Control securities may be sold in the public market subject to the restrictions set forth in Rule 144, other than the holding period requirement.

Upon the expiration of the lock-up agreements described below, and subject to the provisions of Rule 144, an additional 318,797,553 shares will be available for sale in the public market. The sale of these restricted securities is subject, in the case of shares held by affiliates, to the volume restrictions contained in Rule 144.

Lock-up Agreements

In connection with this offering, we and our executive officers and directors and our other existing security holders have agreed with the underwriters not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for 180 days after the date of this prospectus without first obtaining the written consent of the representatives. The lock-up provisions are subject to certain exceptions, including, in the case of the Principal Stockholders and our directors and executive officers, a price-based release. See “Underwriting.”

Rule 144

In general, under Rule 144 as in effect on the date of this prospectus, beginning 90 days after the consummation of this offering, a person who is an affiliate, and who has beneficially owned our common stock for at least six months, is entitled to sell in any three-month period a number of shares that does not exceed the greater of:

• 1% of the number of shares of our common stock then outstanding, which will equal approximately 3,791,891 shares immediately after consummation of this offering; or

• the average weekly trading volume in our common stock on The Nasdaq Global Select Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.

Sales by our affiliates under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. An “affiliate” is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with an issuer.

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Under Rule 144, a person who is not deemed to have been an affiliate of ours at any time during the 90 days preceding a sale, and who has beneficially owned the shares proposed to be sold for at least six months, would be entitled to sell those shares subject only to availability of current public information about us, and after beneficially owning such shares for at least twelve months, would be entitled to sell an unlimited number of shares without restriction. To the extent that our affiliates sell their common stock, other than pursuant to Rule 144 or a registration statement, the purchaser’s holding period for the purpose of effecting a sale under Rule 144 commences on the date of transfer from the affiliate.

Rule 701

In general, under Rule 701 as in effect on the date of this prospectus, any of our employees, directors, officers, consultants or advisors who purchased shares from us in reliance on Rule 701 in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering, or who purchased shares from us after that date upon the exercise of options granted before that date, are eligible to resell such shares 90 days after the effective date of this offering in reliance upon Rule 144. If such person is not an affiliate, such sale may be made subject only to the manner of sale provisions of Rule 144. If such a person is an affiliate, such sale may be made under Rule 144 without compliance with the holding period requirement, but subject to the other Rule 144 restrictions described above. However, substantially all Rule 701 shares are subject to lock-up agreements as described above and will become eligible for sale in compliance with Rule 144 only upon the expiration of the restrictions set forth in those agreements.

Stock Plans

We intend to file a registration statement or statements on Form S-8 under the Securities Act covering shares of common stock reserved for issuance under our 2021 Plan and pursuant to all outstanding option grants made prior to this offering. These registration statements are expected to be filed as soon as practicable after the closing date of this offering. Shares issued upon the exercise of stock options after the effective date of the applicable Form S-8 registration statement will be eligible for resale in the public market without restriction, subject to Rule 144 limitations applicable to affiliates and the lock-up agreements described above.

Registration Rights

Following this offering, some of our stockholders will, under some circumstances, have the right to require us to register their shares for future sale. See “Certain Relationships and Related Party Transactions—Amended and Restated Registration Rights Agreement.”

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following discussion is a summary of the material U.S. federal income tax consequences to Non-U.S. Holders (as defined below) of the purchase, ownership and disposition of our common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions, and published rulings and administrative pronouncements of the U.S. Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect a Non-U.S. Holder. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position to that discussed below regarding the tax consequences of the purchase, ownership and disposition of our common stock.

This discussion is limited to Non-U.S. Holders that hold our common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a Non-U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. In addition, it does not address consequences relevant to Non-U.S. Holders subject to special rules, including, without limitation:

• U.S. expatriates and former citizens or long-term residents of the United States;

• persons holding our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

• banks, insurance companies, and other financial institutions;

• brokers, dealers or traders in securities;

• “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax;

• partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

• tax-exempt organizations or governmental organizations;

• persons deemed to sell our common stock under the constructive sale provisions of the Code;

• persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation;

• tax-qualified retirement plans;

• “qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds; and

• persons subject to special tax accounting rules as a result of any item of gross income with respect to our common stock being taken into account in an applicable financial statement.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

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THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

For purposes of this discussion, a “Non-U.S. Holder” is any beneficial owner of our common stock that is neither a “U.S. person” nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes. A U.S. person is any person that, for U.S. federal income tax purposes, is or is treated as any of the following:

• an individual who is a citizen or resident of the United States;

• a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Distributions

As described in the section entitled “Dividend Policy,” we do not anticipate declaring or paying dividends to holders of our common stock in the foreseeable future. However, if we do make distributions of cash or property on our common stock, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a Non-U.S. Holder’s adjusted tax basis in its common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below under “—Sale or Other Taxable Disposition.”

Subject to the discussion below on effectively connected income, dividends paid to a Non-U.S. Holder will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty, provided the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder will be exempt from the U.S. federal withholding tax described above. To claim the exemption, the Non-U.S. Holder must furnish to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States.

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Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Sale or Other Taxable Disposition

A Non-U.S. Holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other taxable disposition of our common stock unless:

• the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such gain is attributable);

• the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

• our common stock constitutes a U.S. real property interest (“USRPI”) by reason of our status as a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates. A Non-U.S. Holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A Non-U.S. Holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on gain realized upon the sale or other taxable disposition of our common stock, which may be offset by U.S. source capital losses of the Non-U.S. Holder (even though the individual is not considered a resident of the United States), provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe we currently are not, and do not anticipate becoming, a USRPHC. Because the determination of whether we are a USRPHC depends, however, on the fair market value of our USRPIs relative to the fair market value of our non-U.S. real property interests and our other business assets, there can be no assurance we currently are not a USRPHC or will not become one in the future. Even if we are or were to become a USRPHC, gain arising from the sale or other taxable disposition of our common stock by a Non-U.S. Holder will not be subject to U.S. federal income tax if our common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder owned, actually and constructively, 5% or less of our common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of dividends on our common stock will not be subject to backup withholding, provided the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any distributions on our common stock paid to the Non-U.S. Holder,

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regardless of whether such distributions constitute dividends or whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of our common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person or the holder otherwise establishes an exemption. Proceeds of a disposition of our common stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 to 1474 of the Code (such Sections commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”)) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States owned foreign entities” (each as defined in the Code), annually report certain information about such accounts, and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends on our common stock. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of stock, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.

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CERTAIN ERISA CONSIDERATIONS

The U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), imposes certain requirements on “employee benefit plans” (as defined in Section 3(3) of ERISA) subject to Title I of ERISA and on entities that are deemed to hold “plan assets” of such employee benefit plans (collectively, “ERISA Plans”), and on those persons who are fiduciaries with respect to ERISA Plans. Investments by ERISA Plans are subject to ERISA’s general fiduciary requirements, including, but not limited to, the requirement of investment prudence and diversification and the requirement that an ERISA Plan’s investments be made in accordance with the documents governing the ERISA Plan.

Section 406 of ERISA and Section 4975 of the Code prohibit certain transactions involving the assets of an ERISA Plan (as well as those plans, accounts or arrangements that are not subject to ERISA but which are subject to Section 4975 of the Code, such as individual retirement accounts and entities that are deemed to hold the assets of such plans, accounts or arrangements (together with ERISA Plans, “Covered Plans”)) with certain persons (referred to as “parties in interest” or “disqualified persons”) having certain relationships to such Covered Plans, unless a statutory or administrative exemption is applicable to the transaction. A party in interest or disqualified person who engaged in a non-exempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and the Code. In addition, the fiduciary of a Covered Plan that engaged in such a non-exempt prohibited transaction may be subject to penalties and liabilities under ERISA and the Code.

Any Covered Plan fiduciary which proposes to cause a Covered Plan to purchase or hold the shares of common stock hereby (or any interest therein) should consider the applicability of the fiduciary responsibility and prohibited transaction provisions of ERISA and Section 4975 of the Code to such purchase or holding, and to confirm that such purchase and holding will not constitute or result in a non-exempt prohibited transaction or any other violation of an applicable requirement of ERISA or the Code.

Non-U.S. plans, governmental plans, certain church plans, and entities that are deemed to hold the assets of such plans (collectively, “Plans”), while not subject to the fiduciary responsibility provisions of ERISA or the prohibited transaction provisions of ERISA or Section 4975 of the Code, may nevertheless be subject to other U.S., non-US, state, local or other federal laws or regulations that are substantially similar to the foregoing provisions of ERISA or the Code (“Similar Law”). Fiduciaries of any Plans subject to Similar Law should consult with their counsel before purchasing or holding the shares of common stock offered hereby (or any interest therein) to determine the need for, and the availability, if necessary, of any exemptive relief under any such law or regulations.

Each purchaser which is, or is investing the assets of, a Covered Plan or Plan to purchase shares of common stock hereby should consider the fact that none of the Issuer, the underwriters or any of their respective affiliates (the “Transaction Parties”) is acting as a fiduciary to any Covered Plan or Plan with respect to the decision to purchase the shares of common stock (or any interest therein) in connection with the initial offer and sale hereunder, and are not undertaking to provide impartial investment advice or advice based on any particular investment need, or to give advice in a fiduciary capacity, with respect to such decision. Neither this discussion nor anything provided in this prospectus is, or is intended to be, investment advice directed at any potential Covered Plan or Plan purchasers, or at Covered Plan or Plan purchasers generally, and such purchasers of any common stock should consult and rely on their own counsel and advisers as to whether an investment in common stock is suitable for the Covered Plan or Plan. This disclosure is intended to be general in nature and is not directed at any specific purchaser of the common stock, and does not constitute advice regarding the advisability of an investment in the common stock for any specific purchaser.

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UNDERWRITING

The Company and the underwriters named below have entered into an underwriting agreement with respect to the shares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicated in the following table. Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc. are the representatives of the underwriters.

Underwriters	Number of Shares
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
BofA Securities, Inc.
Barclays Capital Inc.
Jefferies LLC
William Blair & Company, L.L.C.
BMO Capital Markets Corp.
UBS Securities LLC
SVB Leerink LLC
HSBC Securities (USA) Inc.
Total		45,000,000

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the shares covered by the option described below unless and until this option is exercised.

The underwriters have an option to buy up to an additional 6,750,000 shares from the Company to cover sales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise that option for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares in approximately the same proportion as set forth in the table above.

The following tables show the per share and total underwriting discounts and commissions to be paid to the underwriters by the Company. Such amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase 6,750,000 additional shares.

	No Exercise	Full Exercise
Per Share	$	$
Total	$	$

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $                per share from the initial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other selling terms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters’ right to reject any order in whole or in part.

We intend to agree that, without the prior written consent of Goldman Sachs & Co. LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC on behalf of the underwriters, we will not, and will not publicly disclose an intention to, during the period ending 180 days after the date of this prospectus (the “Company Restricted Period”):

• offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the SEC a registration statement under the Securities Act relating to, any securities of the Company that are substantially similar to the shares of common stock, including but not limited to any options or

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warrants to purchase shares of common stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing; or

• enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or any such other securities, whether any such transaction described here or in the above clause is to be settled by delivery of common stock or such other securities, in cash or otherwise.

Notwithstanding the foregoing, such restrictions on us will not apply to: (A) the shares to be sold in this offering; (B) the issuance of shares of common stock upon the exercise of an option or warrant or the conversion of a security outstanding as described in this prospectus; (C) the grant of compensatory equity-based awards, and/or the issuance of shares of common stock with respect thereto, or the filing of any registration statement on Form S-8 (including any resale registration statement on Form S-8) relating to securities granted, issued or to be granted pursuant to any plan described in this prospectus or any assumed benefit plan contemplated by clause (B); (D) any shares of common stock issued pursuant to any non-employee director compensation plan or program disclosed in this prospectus; (E) the purchase of shares of common stock pursuant to employee stock purchase plans described in the this prospectus; (F) common stock or any securities convertible into, or exercisable or exchangeable for, common stock, or the entrance into an agreement to issue common stock or any securities convertible into, or exercisable or exchangeable for, common stock, in connection with any merger, joint venture, strategic alliances, commercial or other collaborative transaction or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided that the aggregate number of common stock or any securities convertible into, or exercisable or exchangeable for, common stock that we may issue or agree to issue shall not exceed 10% of the total outstanding share capital of the Company immediately following the issuance of the shares; and provided further, that the recipients of any such shares of common stock and securities issued pursuant to this clause (F) during the 180-day restricted period described above shall enter into an agreement substantially in the form attached hereto on or prior to such issuance; (G) the confidential submission of any registration statement relating to any proposed offering of shares of common stock or any securities convertible into or exercisable or exchangeable for common stock beneficially owned by the Principal Stockholders, our directors and executive officers, provided that, no offering or sale of any common stock shall be made during the Company Restricted Period without the prior written release, waiver or consent from Goldman Sachs & Co. LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC; or (H) facilitating the establishment of a trading plan on behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer during the Company Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer may be made under such plan during the Company Restricted Period.

In addition, all of our directors and officers and the holders of substantially all of our outstanding stock and stock options have agreed that, without the prior written consent of Goldman Sachs & Co. LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC on behalf of the underwriters, they will not, and will not publicly disclose an intention to, during the period ending 180 days after the date of this prospectus (such period, the “Holder Restricted Period”):

• offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of common stock, or any options or warrants to purchase any shares of common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of common stock (such options, warrants or other securities, collectively, “Derivative Instruments”), including without limitation any such shares or Derivative Instruments now owned acquired; or

• engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap

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or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition, or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of common stock or Derivative Instruments, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of common stock or other securities, in cash or otherwise.

Notwithstanding the foregoing, our directors, executive officers and the Principal Stockholders (each a “Major Holder”) may, following the commencement of the second Trading Day after the Company publicly announces its earnings (which for this purpose shall include reporting of financial results on a press release or a Form 10-Q but shall not include reporting of “flash” numbers or preliminary or partial earnings) for the first completed quarterly period following the most recent period for which financial statements (which, for the avoidance of doubt, shall not include “flash” numbers) are included in this prospectus (the “First Earnings Release”), sell in a registered public offering (the “Post-Earnings Offering”) a number of shares of common stock that, together with the shares of common stock sold in the Post-Earnings Offering by other Major Holders, is in the aggregate not in excess of 60% of the number of Shares sold in the this offering; provided that the last reported closing price of the common stock on The Nasdaq Global Select Market is at least 30% greater than the initial public offering price per share set forth on the cover page of this prospectus for any 10 Trading Days out of the 15-consecutive full Trading Day period ending on the closing of the Trading Day immediately following the First Earnings Release (where “Trading Day” means a day on which the New York Stock Exchange and the Nasdaq Stock Market are open for the buying and selling of securities).

In addition, the restrictions on our directors and officers and the holders of all of our outstanding stock and stock options described above will not apply to: (A) transactions relating to shares of common stock or other securities acquired (i) in this offering or (ii) in open market transactions after the completion of this offering; (B) transfers of shares of common stock or any security convertible into common stock as a bona fide gift, or for bona fide estate planning purposes; (C) in the case of a corporation, partnership, limited liability company or other business entity, (i) to another corporation, partnership, limited liability company or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act, as amended), or to any investment fund or other entity controlled or managed by the holder or affiliates of such holder, or (ii) as part of a distribution by the lock-up party to its stockholders, partners, members or other equityholders or to the estate of any such stockholders, partners, members or other equityholders; (D) by will, other testamentary document or intestacy; (E) to any member of the immediate family or to any trust for the direct or indirect benefit of our directors and officers or the holders of all of our outstanding stock and stock options or their immediate family, or if in the case of a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (“immediate family” means any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin); (F) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement; (G) facilitating the establishment of a trading plan on behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5 1 under the Exchange Act for the transfer of shares of common stock, provided that (i) such plan does not provide for the transfer of common stock during the Holder Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the holder or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of common stock may be made under such plan during the Holder Restricted Period; (H) transfers to the Company from an employee of or service provider of the Company upon death, disability or termination of employment, in each case, of such employee or service provider; (I) (i) transfers to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of common stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights or (ii) transfers necessary (including transfers on the open market) to generate such amount of cash needed for the payment of taxes, including estimated taxes, due as a result of the vesting or settlement of restricted stock units whether by means of a “net settlement” or otherwise,

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and in all such cases described in subclauses (i) and (ii), provided that any such shares of common stock received upon such exercise, vesting or settlement shall be subject to the terms of the lock-up agreement, and provided further that any such restricted stock units, options, warrants or rights are held by our directors and officers and the holders of all of our outstanding stock and stock options pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in this prospectus; (J) transfers to the Company in connection with the repurchase of shares of common stock issued pursuant to equity awards granted under a stock incentive plan or other equity award plan, which plan is described in this prospectus, or pursuant to the agreements pursuant to which such shares were issued, as described in this prospectus, provided that such repurchase of shares of common stock is in connection with the termination of the service-provider relationship with the Company; (K) transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the board of directors of the Company and made to all holders of the Company’s capital stock involving a change of control of the Company, provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, our directors’ and officers’ and the holders’ of our outstanding stock and stock options shall remain subject to the provisions of the lock-up agreement; (L) exercise of any rights to purchase, exchange or convert any stock options granted pursuant to the Company’s equity incentive plans referred to in this prospectus, or any warrants or other securities convertible into or exercisable or exchangeable for shares of common stock, which warrants or other securities are described in this prospectus; (M) and sales of shares of common stock in this offering; (N) with the prior written consent of each of the representatives; provided that in the case of clauses (A), (B), (C), and (E) above no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution; (other than a filing on Form 5); provided that in the case of clauses (D), (F), (H), (I), (J) and (L), (1) any filing under Section 16 of the Exchange Act made during the Lock-Up Period shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described in the applicable clause and (B) to the extent applicable, the underlying shares of common stock continue to be subject to the restrictions on transfer set forth in this lock-up agreement and (2) the undersigned does not otherwise voluntarily effect any other public filings or reports regarding such exercise during the Holder Restricted Period; provided that in the case of any transfer or distribution pursuant to clause (B), (C), (D), (E) or (F), each transferee, donee or distributee shall sign and deliver a lock-up agreement substantially in the form of the lock-up agreement described here; provided that in the case of any conversion, reclassification exchange or exercise pursuant to clause (I), any such shares of common stock received upon such shall remain subject to the provisions of the lock-up agreement; and provided that in the case of clauses (B), (C), (D) and (E), such transfer shall not involve a disposition for value. For purposes of clause (K), “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (as defined in Section 13(d)(3) of the Exchange Act), of shares of capital stock if, after such transfer, such person or group of affiliated persons would beneficially own (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) at least a majority of the outstanding voting securities of the Company (or the surviving entity).In addition, if any Major Holder party is in any way released from, or receives a waiver of, any of its obligations described above (a “Released Party”), the other Major Holders (the “Non-Released Party”) will be similarly and contemporaneously released or waived from their obligations described above (which for the avoidance of doubt will include a release or waiver of the same percent of shares of common stock as the percent of shares of common stock held by the Released Party that are subject to the release or waiver, with such percentage calculated by reference to the aggregate number of shares of common stock beneficially owned by the Released Party and persons or entities, if any, identified as associated with such Released Party in a footnote to the Principal Stockholders table of this prospectus (the “Pro-Rata Release”)).Notwithstanding the foregoing, no waiver or release will trigger a Pro-Rata Release, if: (a) such releases or waivers granted to any individual party or parties (other than stockholders subject to Section 16 reporting with respect to the Company under the Exchange Act) represent in the aggregate for all such waivers or terminations an aggregate amount less than or equal to 1% of the Company’s total then outstanding common stock, (b) such release or waiver is effected solely to permit a transfer not involving a disposition for value and the transferee has agreed in writing to sign and deliver a substantially similar lock-up agreement or (c) such release or waiver is granted to a holder of common stock in connection with an underwritten public offering of common stock pursuant to a registration statement that is filed with the

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SEC and the undersigned has been given via written notice, and the undersigned has declined, the opportunity to participate in such underwritten public offering (for the avoidance of doubt, if the Non-Released Party elects to participate in such public offering but with respect to a percentage of common stock of the undersigned that is less than the Pro-Rata Release, then any remaining common stock of the undersigned shall remain subject to the foregoing restrictions).

Goldman Sachs & Co. LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC, in their sole discretion, may jointly waive or release the lock-up agreements described above in whole or in part at any time.

Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated among the Company and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in addition to prevailing market conditions, will be the Company’s historical performance, estimates of the business potential and earnings prospects of the Company, an assessment of the Company’s management and the consideration of the above factors in relation to market valuation of companies in related businesses.

An application has been made to list the common stock on The Nasdaq Global Select Market under the symbol “WCGC.”

In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. A “covered short position” is a short position that is not greater than the amount of additional shares for which the underwriters’ option described above may be exercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase additional shares pursuant to the option described above. “Naked” short sales are any short sales that create a short position greater than the amount of additional shares for which the option described above may be exercised. The underwriters must cover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market after pricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for or purchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of such underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the Company’s stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the common stock. As a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected on The Nasdaq Global Select Market, in the over-the-counter market or otherwise.

The Company estimates that its share of the total expenses of the offering, excluding underwriting discounts and commissions, will be approximately $8.7 million. The Company has agreed to reimburse the underwriters for certain expenses in connection with this offering in the amount up to $35,000.

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The Company has agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they received or will receive customary fees and expenses. Certain of the underwriters or their affiliates are lenders under our Credit Facilities. Affiliates of Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, BofA Securities, Inc., Barclays Capital Inc., Jefferies LLC, BMO Capital Markets Corp., UBS Securities LLC and HSBC Securities (USA) Inc., underwriters in this offering, will receive a portion of the net offering proceeds of this offering in connection with the repayment of the Revolving Credit Facility and the First Lien Term Loan Facility. See “Use of Proceeds.”

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively traded securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the issuer. The underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.

European Economic Area

In relation to each Member State of the European Economic Area (each, a “Relevant Member State”), an offer to the public our common stock may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member State of our common stock may be made at any time under the following exemptions under the Prospectus Regulation:

(a) To any legal entity which is a “qualified investor” as defined in the Prospectus Regulation;

(b) To fewer than 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

(c) In any other circumstances falling within Article 1(4) of the Prospectus Regulation,

provided that no such offer of shares of our common stock a require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or a supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of our common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and our common stock to be offered so as to enable an investor to decide to purchase or subscribe for any shares of common stock, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Regulation in that Relevant Member State. The expression “Prospectus Regulation” means Regulation ((EU) 2017/1129), and includes any relevant implementing measure in the Relevant Member State.

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United Kingdom

An offer to the public of our common stock may not be made in the United Kingdom, except that an offer to the public in the United Kingdom of our common stock may be made at any time under the following exemptions under the UK Prospectus Regulation:

• to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation;

• to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the representatives for any such offer; or

• in any other circumstances falling within section 86 of the Financial Services and Markets Act 2000 (as amended, “FSMA”),

provided that no such offer of shares of our common stock shall require us or any underwriter to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of our common stock in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and our common stock to be offered so as to enable an investor to decide to purchase shares of our common stock, and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018.

Canada

The shares of common stock may be sold in Canada only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions, and Ongoing Registrant Obligations. Any resale of the shares of common stock must be made in accordance with an exemption form, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory of these rights or consult with a legal advisor.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

Hong Kong

The shares of common stock may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (“Companies (Winding Up and Miscellaneous Provisions) Ordinance”) or which do not constitute an invitation to the public within the meaning of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“Securities and Futures Ordinance”), or (ii) to “professional investors” as defined in the Securities and Futures Ordinance and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a

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“prospectus” as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance, and no advertisement, invitation or document relating to the shares of common stock may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to shares of common stock which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” in Hong Kong as defined in the Securities and Futures Ordinance and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined under Section 4A of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”)) under Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.

Where the shares of common stock are subscribed or purchased under Section 275 of the SFA by a relevant person that is a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor, the securities (as defined in Section 239(1) of the SFA) of that corporation shall not be transferable for 6 months after that corporation has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer in that corporation’s securities pursuant to Section 275(1A) of the SFA, (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore (“Regulation 32”).

Where the shares of common stock are subscribed or purchased under Section 275 of the SFA by a relevant person that is a trust (where the trustee is not an accredited investor (as defined in Section 4A of the SFA)) whose sole purpose is to hold investments and each beneficiary of the trust is an accredited investor, the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferable for 6 months after that trust has acquired the shares under Section 275 of the SFA except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person (as defined in Section 275(2) of the SFA), (2) where such transfer arises from an offer that is made on terms that such rights or interest are acquired at a consideration of not less than $200,000 (or its equivalent in a foreign currency) for each transaction (whether such amount is to be paid for in cash or by exchange of securities or other assets), (3) where no consideration is or will be given for the transfer, (4) where the transfer is by operation of law, (5) as specified in Section 276(7) of the SFA, or (6) as specified in Regulation 32.

Singapore Securities and Futures Act Product Classification—Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the SFA, the Company has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the common shares are “prescribed capital markets products” (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).

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Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended), or the FIEA. The securities may not be offered or sold, directly or indirectly, in Japan or to or for the benefit of any resident of Japan (including any person resident in Japan or any corporation or other entity organized under the laws of Japan) or to others for reoffering or resale, directly or indirectly, in Japan or to or for the benefit of any resident of Japan, except pursuant to an exemption from the registration requirements of the FIEA and otherwise in compliance with any relevant laws and regulations of Japan.

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LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Latham & Watkins LLP. The validity of the shares of common stock offered hereby will be passed upon for the underwriters by Simpson Thacher  & Bartlett LLP.

EXPERTS

The financial statements as of and for the period ended December 31, 2020, included in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein. Such financial statements are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of WCG HoldCo IV LLC (the Predecessor) as of December 31, 2019 and for the year then ended included in this prospectus and in the registration statement have been so included in reliance on the report of BDO USA, LLP, an independent registered public accounting firm, appearing elsewhere herein and in the registration statement, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of our common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some items of which are contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our common stock, we refer you to the registration statement and its exhibits. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The exhibits to the registration statement should be reviewed for the complete contents of these contracts and documents. A copy of the registration statement and its exhibits may be obtained from the SEC upon the payment of fees prescribed by it. The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file electronically with it. 

Upon completion of this offering, we will become subject to the information and periodic and current reporting requirements of the Exchange Act, and in accordance therewith, will file periodic and current reports, proxy statements and other information with the SEC. The registration statement, such periodic and current reports and other information can be obtained electronically by means of the SEC’s website at www.sec.gov.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
WCG Clinical, Inc. and Subsidiaries
Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm of Deloitte & Touche LLP for the year ended December 31, 2020		F-2
Report of Independent Registered Public Accounting Firm of BDO USA, LLP for the year ended December 31, 2019 (the Predecessor)		F-3
Consolidated Balance Sheets as of December 31, 2020 and 2019		F-4
Consolidated Statements of Operations and Consolidated Statement of Comprehensive (Loss) Income for the years ended December 31, 2020 and 2019		F-5
Consolidated Statement of Redeemable Preferred Units and Members’ Equity for the year ended December 31, 2019 and Consolidated Statement of Stockholders’ Equity for the year ended December 31, 2020		F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019		F-7
Notes to the Consolidated Financial Statements		F-8
Unaudited Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020		F-59
Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Comprehensive (Loss) Income for the three months ended March 31, 2021 and 2020		F-60
Condensed Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2021 and 2020		F-61
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2021 and 2020		F-62
Notes to the Condensed Financial Statements		F-63

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of WCG Clinical, Inc. (formerly known as WCG Purchaser Holdings Corp).

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of WCG Clinical, Inc. and subsidiaries (the “Company”) as of December 31, 2020 (Successor), the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for the year ended December 31, 2020 (Successor), and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Change in Accounting Principle

As discussed in Notes 2 and 4 to the financial statements, the Company has changed its method of accounting for leases due to the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), using the modified retrospective approach.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

May 11, 2021 (June 17, 2021 as it relates to Note 9 to the financial statements and, July 27, 2021 as to the effects of the stock split discussed in Note 9 to the financial statements)

We have served as the Company’s auditor since 2020.

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Unitholders and Board of Managers

WCG HoldCo IV LLC

Princeton, New Jersey

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of WCG HoldCo IV LLC (the “Predecessor”) as of December 31, 2019, the related consolidated statements of operations, comprehensive income, redeemable preferred units and members’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Predecessor at December 31, 2019, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Predecessor’s management. Our responsibility is to express an opinion on the Predecessor’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Predecessor in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Predecessor is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Predecessor’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ BDO USA, LLP

We served as the Predecessor’s auditor since 2013.

Seattle, Washington

May 11, 2021

F-3

WCG Clinical, Inc. and Subsidiaries

Consolidated Balance Sheets

	Successor			Predecessor
	December 31,
(IN THOUSANDS, EXCEPT PER SHARE/UNIT AND SHARE/UNIT DATA)	2020			2019
Assets
Current Assets
Cash and cash equivalents	$	177,902		$	32,945
Restricted cash		195			590
Accounts receivable, net of allowance for doubtful accounts of $1,772 and $1,540 at December 31, 2020 and 2019, respectively		105,235			85,827
Income taxes receivable		2,328			2,730
Unbilled receivables		4,175			9,371
Current portion of deferred commissions		3,624			3,337
Prepaid expenses and other current assets		10,798			9,763
Total Current Assets		304,257			144,563
Intangible assets, net		1,704,131			172,570
Internal-use software, equipment and leasehold improvements, net		71,345			55,697
Operating lease right-of-use assets		35,514			—
Deferred commissions, net of current portion		1,528			2,086
Debt issuance costs of revolving credit facility		2,261			—
Other assets		10,000			10,000
Goodwill		1,707,737			467,253
Total Assets	$	3,836,773		$	852,169
Liabilities and Members’ Equity/Stockholders’ Equity
Current Liabilities
Accounts payable	$	17,831		$	9,776
Accrued expenses and other liabilities		60,714			46,596
Current portion of deferred revenue		12,080			10,643
Current portion of earnout liabilities and deferred acquisition payments		1,847			8,372
Current portion of operating lease liabilities		8,062			—
Current portion of long-term debt		10,704			5,325
Accrued interest		11,916			10
Total Current Liabilities		123,154			80,722
Long-term debt, net of discount and current portion		1,356,622			667,668
Operating lease liabilities, net of current portion		34,624			—
Earnout liabilities and deferred acquisition payments, net of current portion		4,792			1,920
Deferred revenue		4,657			4,058
Deferred rent		—			6,271
Deferred tax liabilities		374,666			17,366
Total Liabilities		1,898,515			778,005
Commitments and contingencies
Redeemable preferred units; liquidation preference of $111,700 at December 31, 2019		—			64,797
Members’ Equity
Common units, no par value; unlimited units authorized; 610,971 units issued and outstanding at December 31, 2019		—			65,476
Stockholders’ Equity
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 333,262,731 shares issued and outstanding at December 31, 2020		3,333			—
Additional paid-in capital		2,030,356			—
Accumulated deficit		(95,274	)		(56,319	)
Accumulated other comprehensive (loss) income		(157	)		210
Total Members’ Equity/Stockholders’ Equity		1,938,258			9,367
Total Liabilities, Redeemable Preferred Units, and Members’ Equity/Stockholders’ Equity	$	3,836,773		$	852,169

See notes to consolidated financial statements.    

F-4

WCG Clinical, Inc. and Subsidiaries

Consolidated Statements of Operations

	Successor			Predecessor
	Year Ended December 31,
(IN THOUSANDS, EXCEPT PER SHARE/UNIT AND SHARE/UNIT DATA)	2020			2019
Revenues	$	463,441		$	412,846
Cost of Revenues (exclusive of depreciation and amortization)		169,131			157,686
Operating Expenses:
Selling, general and administrative expenses		90,036			90,397
Depreciation and amortization		205,697			64,602
Acquisition-related expenses		38,469			26,789
Total Operating Expenses		334,202			181,788
Operating (Loss) Income		(39,892	)		73,372
Other Expense:
Interest expense		91,310			55,415
Other expense		2,976			43
Total Other Expense		94,286			55,458
(Loss) Income Before Income Taxes		(134,178	)		17,914
Income Tax Benefit		(38,904	)		(279	)
Net (Loss) Income	$	(95,274	)	$	18,193
Net (Loss) Income per Common Share/Unit:
Basic and diluted	$	(0.29	)	$	12.59
Weighted Average Common Shares/Units Outstanding:
Basic and diluted		330,534,874			610,971

See notes to consolidated financial statements.

WCG Clinical, Inc. and Subsidiaries

Consolidated Statements of Comprehensive (Loss) Income

	Successor			Predecessor
	Year Ended December 31,
(IN THOUSANDS)	2020			2019
Net (Loss) Income	$	(95,274	)	$	18,193
Foreign currency translation adjustment, net of tax		(157	)		135
Comprehensive (Loss) Income	$	(95,431	)	$	18,328

See notes to consolidated financial statements.

F-5

WCG Clinical, Inc. and Subsidiaries

Consolidated Statement of Redeemable Preferred Units and Members’ Equity    

(IN THOUSANDS, EXCEPT UNIT DATA)	Redeemable Preferred Units				Common Units				Accumulated Deficit			Accumulated Other Comprehensive Income		Total Members’ Equity
	Units		Amount		Units		Amount
Predecessor
Balance, December 31, 2018		80,000	$	64,797		610,971	$	65,476	$	(74,512	)	$	75	$	(8,961	)
Foreign currency translation		—		—		—		—		—			135		135
Net income		—		—		—		—		18,193			—		18,193
Balance, December 31, 2019		80,000	$	64,797		610,971	$	65,476	$	(56,319	)	$	210	$	9,367

Consolidated Statement of Stockholders’ Equity

(IN THOUSANDS, EXCEPT SHARE DATA)	Common Stock				Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive (Loss)			Total Stockholders’ Equity
	Shares		Amount
Successor
Balance, January 1, 2020		—		—		—		—			—			—
Issuance of common stock		333,262,731		3,333		—		—			—			3,333
Contribution from Principal Stockholders		—		—		2,025,762		—			—			2,025,762
Equity-based compensation		—		—		4,594		—			—			4,594
Foreign currency translation		—		—		—		—			(157	)		(157	)
Net loss		—		—		—		(95,274	)		—			(95,274	)
Balance, December 31, 2020		333,262,731	$	3,333	$	2,030,356	$	(95,274	)	$	(157	)	$	1,938,258

See notes to consolidated financial statements.    

F-6

WCG Clinical, Inc. and Subsidiaries

Consolidated Statement of Cash Flows

	Successor			Predecessor
	Year Ended December 31,
(IN THOUSANDS)	2020			2019
Operating Activities
Net (loss) income	$	(95,274	)	$	18,193
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		205,697			64,602
Provision for doubtful accounts		106			1,004
Loss on disposal and impairment of assets		5,169			3
Amortization of debt issuance costs		5,390			3,708
Amortization of deferred commissions		4,350			5,181
Equity compensation expense		4,594			—
Deferred tax provision (benefit)		(25,185	)		(15,081	)
Change in fair value of earnout liability		1,358			1,011
Non-cash lease expense		5,754			—
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable		(15,492	)		(7,532	)
Income taxes receivable/payable		89			210
Unbilled receivables		(4,175	)		(6,023	)
Deferred commissions		(9,502	)		(7,357	)
Prepaid expenses and other assets		9,002			(2,403	)
Accounts payable		5,659			(2,372	)
Lease liabilities		(6,425	)		—
Accrued expenses and other liabilities		10,471			11,879
Deferred rent		—			(691	)
Deferred revenue		10,699			(2,942	)
Accrued interest		11,916			—
Net Cash Provided By Operating Activities		124,201			61,390
Investing Activities
Purchase of internal-use software, equipment and leasehold improvements		(27,275	)		(23,541	)
Cash paid for acquired businesses, net of cash and restricted cash acquired		(3,028,376	)		(78,323	)
Net Cash Used In Investing Activities		(3,055,651	)		(101,864	)
Financing Activities
Contribution from Principal Stockholders		1,755,247			—
Proceeds from long-term debt		1,415,000			54,000
Proceeds from revolving credit facility		125,000			—
Payments on long-term debt		(4,976	)		(4,920	)
Payments on revolving credit facility		(125,000	)		—
Debt issuance costs payment		(50,349	)		—
Payments of earnout liabilities and deferred acquisition consideration		(5,394	)		(10,333	)
Net Cash Provided By Financing Activities		3,109,528			38,747
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		19			134
Net Increase (Decrease) in Cash, Cash Equivalents, and Restricted Cash		178,097			(1,593	)
Cash, Cash Equivalents, and Restricted Cash, beginning of year		—			35,128
Cash, Cash Equivalents, and Restricted Cash, end of year	$	178,097		$	33,535
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Interest	$	72,660		$	51,465
Income taxes	$	4,201		$	14,592
Supplemental Schedules of Noncash Investing and Financing Activities
Contribution from Principal Stockholders (Parent equity issued in acquisitions)	$	273,848		$	—
Contingent consideration issued in acquisitions	$	1,824		$	4,730
Operating ROU lease assets obtained in exchange for operating lease liabilities	$	1,888		$	—
Accounts payable and accrued expenses for purchases of internal-use software, equipment and leasehold improvements	$	2,427		$	—

See notes to consolidated financial statements.    

F-7

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 1. Description of Business

WCG Clinical, Inc. (f/k/a WCG Purchaser Holdings Corp.) (“we,” “us,” “our,” or the “Company”), through its subsidiaries, provides solutions that are designed to measurably improve the quality and efficiency of clinical research. The Company, through its subsidiaries, enables biopharmaceutical companies, contract research organizations, and institutions to accelerate the delivery of new treatments and therapies to patients, while maintaining the highest standards of human protection. The Company, through its subsidiaries, delivers transformational solutions that stimulate growth, foster compliance, and maximize efficiency for those who perform clinical trials. The Company and WCG Purchaser Intermediate Corp., its direct subsidiary, are holding companies with no other operations, cash flows, material assets or liabilities other than the direct and indirect equity interests in WCG Purchaser Corp., a direct subsidiary of WCG Purchaser Intermediate Corp.

Change in Control Transaction

On January 8, 2020 (the “Effective Date”), pursuant to the Stock Purchase Agreement, dated as of November 6, 2019, by and among Da Vinci Purchaser Corp (the “Purchaser” or the “Successor”), WCG HoldCo IV LLC (the “Seller” or the “Predecessor”), and WCG Holdings IV Inc. and WCG Market Intelligence & Insights Inc., the Seller’s subsidiaries (collectively, the “Acquiree”), the Purchaser purchased all of the equity interests in the Acquiree from Seller (the “Transaction”) for total consideration of $3.2 billion. The Purchaser survived the Transaction and in February 2020, the Purchaser was renamed to WCG Purchaser Holdings Corp. and later renamed to WCG Clinical, Inc.

In connection with the Transaction, a new parent entity, WCG Purchaser Holdings LP (f/k/a Da Vinci Purchaser Holdings LP) (the “Parent”), was formed. Pursuant to the Transaction, the Parent issued Class A Units to certain of its stockholders, including LGP, Arsenal, Novo, and the GIC Investor (“Principal Stockholders”) for total consideration of $1.76 billion. The proceeds were contributed by the Principal Stockholders and used by the Company to partially fund the consideration for the Transaction.

The consolidated financial statements for the year ended December 31, 2019 (the “Predecessor” period) were derived from historical financial statements and accounting records of the Seller and reflect the historical financial position, results of operations, equity and cash flows of the Seller’s Acquiree and consolidated subsidiaries in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Seller had no operations other than its ownership of the Acquiree and its consolidated subsidiaries. Determining the Seller as the Predecessor presents the same information as would be presented if the Acquiree were deemed to be the predecessor entities.

Starting on January 1, 2020 and for the year ended December 31, 2020 (the “Successor” period), the consolidated financial statements reflect the accounts of the Company and its consolidated subsidiaries, prepared on a stand-alone basis and in conformity with U.S. GAAP. While the Transaction closed on January 8, 2020, the Company determined that the operational activities from January 1, 2020 through January 7, 2020 were immaterial to the financial statements for the year ended December 31, 2020 (Successor) and do not result in material differences in the amounts recognized in the balance sheet, statement of operations or cash flows. In light of the proximity of the Effective Date to the start of the Company’s January accounting period (i.e. only four business days from January 1, 2020 to the Effective Date, during which the Predecessor did not have material operations), the Company elected to present the activities from January 1, 2020 through January 7, 2020 in the Successor period.

As a result of the Transaction, the Company is considered to be the acquirer for accounting purposes. The Transaction was accounted for using the acquisition method of accounting, and the Successor financial statements reflect a new basis in the net assets acquired, measured at fair value on the Effective Date. As a result

F-8

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

of the application of the acquisition method of accounting on the Effective Date, the financial statements for the Predecessor and Successor periods are presented on a different basis and are, therefore, not comparable. The Company’s combined and consolidated financial statements are presented with a black line that delineates this lack of comparability between financial statements for the Predecessor and Successor periods. Total change of control transaction costs were $257.2 million, comprised of $198.9 million related to the acceleration of the Predecessor’s profits interest units and $58.3 million related to transaction expenses, including bonus payments and success-based fees paid by Seller in connection with the closing of the Transaction. The change of control transaction costs were recorded on the black line and therefore are not reflected in either the Predecessor or Successor periods.

The following table summarizes total consideration transferred, and the estimated fair value of the identified assets acquired and liabilities assumed at the Effective Date:

(IN THOUSANDS)
Consideration
Cash consideration	$	2,935,867
Equity consideration (Parent equity issued in acquisition)		267,598
Total consideration	$	3,203,465
Assets Acquired and Liabilities Assumed
Cash, cash equivalents, and restricted cash	$	35,064
Accounts receivable		83,851
Federal income tax receivable		2,417
Other current assets		18,231
Intangible assets		1,813,784
Equipment and leasehold improvements		75,066
Operating lease right-of-use assets		36,497
Investments		10,000
Goodwill		1,644,777
Accounts payable		(12,111	)
Accrued expenses and other liabilities		(49,650	)
Earnouts related to prior acquisitions		(8,851	)
Deferred tax liability		(395,877	)
Lease liabilities		(43,814	)
Deferred revenue		(5,919	)
Total net assets acquired	$	3,203,465

The estimated fair market value of the acquired intangible assets and weighted-average useful lives are as follows:

(IN THOUSANDS)
	Fair Value		Useful Life (in years)
Noncontractual customer relationships	$	1,450,000		15
Developed technology		70,000		6-7
Patents and Trade name		45,000		10
Contractual customer relationships		175,000		3-7
Other		73,784		5-7
	$	1,813,784

F-9

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The estimated fair values assigned to identifiable intangible assets acquired were determined primarily by using an income approach which was based on assumptions and estimates made by management. Significant assumptions utilized in the income approach were based on company-specific information and projections, which are not observable in the market and are thus considered Level 3 measurements by authoritative guidance. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed has been recorded as goodwill and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized such as assembled workforce and growth opportunities. The goodwill recorded is not deductible for income tax purposes.

During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to in the Consolidated Statements of Operations.

The Company assumed liabilities measured at fair value of $8.9 million relating to earn-outs of previous acquisitions made by the Acquiree. The remaining earn-outs that were not probable were estimated to be $7.4 million as of the Effective Date and are considered contingent obligations of the Company.

The Company expensed all transaction costs as incurred, which are included in acquisition-related expenses in the Consolidated Statements of Operations, with the exception of certain expenses resulting from the change of control. For the year ended December 31, 2020 (Successor), the Company incurred $11.8 million of transaction costs. For the year ended December 31, 2019 (Predecessor), the Seller incurred transaction costs of $10.2 million.

Pro forma financial information (unaudited)

The following unaudited pro forma information presents the combined results of the Company, as if the Transaction had been completed on January 1, 2019, with adjustments to give effect to pro forma events that are directly attributable to the Transaction.

(IN THOUSANDS)	Year ended December 31,
	2020 (Successor)			2019 (Predecessor)
Pro forma revenues	$	463,411		$	412,846
Pro forma loss		(85,948	)		(143,032	)

The unaudited pro forma consolidated results for the years ended December 31, 2020 (Successor) and December 31, 2019 (Predecessor) primarily include the following pro forma adjustments related to non-recurring activity, net of tax:

• Incremental amortization expense of $111.5 million related to acquired intangible assets were included in pro forma net loss for the year ended December 31, 2019 (Predecessor).

• Additional interest expense and amortization of debt issuance cost of $40.4 million were included in pro forma net loss for the year ended December 31, 2019 (Predecessor).

• Acquisition-related costs of $9.3 million incurred in the year ended December 31, 2020 (Successor) were included in pro forma net loss for the year ended December 31, 2019 (Predecessor).

F-10

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 2. Summary of Significant Accounting Policies

(a) Basis of Presentation

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, among other estimates, the determination of fair values and useful lives of long-lived assets, including internal-use software, as well as intangible assets, goodwill, allowance for doubtful accounts, recoverability of deferred tax assets, recognition of revenue and deferred revenue (including at the date of business combinations), amortization periods of contract assets, value of interest rate swaps, determination of fair value of equity-based awards, fair values of contingent consideration liabilities, and estimates associated with the fair values of the net assets acquired in business combinations and assumptions used in testing for impairment of long-lived assets . The Company evaluates these estimates on an ongoing basis. Actual results could differ from those estimates and such differences could be material to the Company’s consolidated financial statements.

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) it affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The adoption dates discussed below reflect this election.

COVID-19

In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of COVID-19. The COVID-19 pandemic has caused business disruption domestically in the United States, the area in which the Company primarily operates. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration of the COVID-19 pandemic. Therefore, while the Company expects that this matter may impact the Company’s financial condition, results of operations, or cash flows, the extent of the financial impact and duration cannot be reasonably estimated at this time. Further, the Company was both positively and negatively impacted by COVID-19, as each operating segment was engaged to support related studies.

(b) Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned direct and indirect subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

(c) Segment reporting

The Company manages its operations through two operating and reportable segments, Ethical Review (“ER”) and Clinical Trial Solutions (“CTS”), for the purpose of assessing and making operating decisions. The ER segment provides services including initial and continuing review of protocol, initial and continuing review of investigators, change in research, advertisement review, translations, biosafety management, biosafety program

F-11

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

assessments, training, etc. The ER segment also provides a hosted software application to its clients on a subscription basis. The CTS segment provides transformational solutions that stimulate growth, foster compliance, and maximize efficiency for those who perform clinical trials, including both services and software licenses. The services include clinical and human gene therapy research services and laboratory biosafety consulting services; solutions for human research protections and clinical research support; online learning solutions in the field of clinical research; an electronic informed consent solution that streamlines the clinical research process; and oncology review services; cloud-based solutions and an automated technology platform that enable clinical research sites to centralize and manage research activities.

(d) Cash, Cash Equivalents and Restricted Cash

The Company considers all cash accounts that are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company maintains its cash and cash equivalents in bank deposit accounts, which at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash. Cash that is received by customers which is to be used to make payments to clinical research sites on behalf of the clinical research sponsors are maintained in separate bank accounts and are listed on the Consolidated Balance Sheets as restricted cash.

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to the amounts presented in the Consolidated Statements of Cash Flows:

(IN THOUSANDS)	Successor		Predecessor
	Year ended December 31,
	2020		2019
Cash and cash equivalents	$	177,902	$	32,945
Restricted cash		195		590
Total cash and cash equivalents, and restricted cash	$	178,097	$	33,535

(e) Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents investments and receivables. Management believes that the Company is not exposed to significant credit risk as the Company’s cash deposits are held at financial institutions that management believes to be of high-credit quality, and the Company has not experienced any losses on these deposits. The Company conducts ongoing credit evaluations of its customers and generally does not require collateral or other security.

As of and for the year ended December 31, 2020 (Successor), only one customer has accounted for more than 10% of the accounts receivable. This customer accounts for $20.4 million, approximately 19%, of the total accounts receivable presented on the Consolidated Balance Sheet as of December 31, 2020 (Successor). The agreement with such customer was entered in the ordinary course of business and includes standard terms and provisions. The agreement will remain in effect until December 11, 2021 and may be extended by mutual agreement. The agreement may be terminated by 30 days’ written notice by either party. No customers accounted for more than 10% of the total revenues for the year ended December 31, 2020 (Successor) and total accounts receivable or revenues for the year ended December 31, 2019 (Predecessor).

(f) Accounts Receivable

Accounts receivable are carried at original invoice amount less an estimate made for doubtful receivables based on a regular review of all outstanding amounts. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience and knowledge applied to an aging of accounts,

F-12

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

knowledge of its customers’ financial condition, credit history, and existing economic conditions. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. An account receivable is considered past due if any portion of the receivable balance is outside of the payment terms. Interest is not charged on accounts receivable. An allowance for doubtful accounts of $1.8 million and $1.5 million was provided in the accompanying Consolidated Balance Sheets as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively.

(g) Internal-Use Software, Equipment and Leasehold Improvements

The Company capitalizes its costs to develop its internal use software when a project has been determined to meet application development stage, or preliminary development efforts are successfully completed, management has authorized and committed project funding, it is probable that the project will be completed, and the software will be used as intended. These costs are included in Internal-use software, equipment and leasehold improvements, net in the Company’s Consolidated Balance Sheets and are amortized on a straight-line basis over the estimated useful life of the related asset, which approximates 3 years. Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred. These costs include personnel and related employee benefits for employees directly associated with the software development and external costs of the materials or services consumed in developing or obtaining the software. Capitalized internal-use software classified as construction in progress includes capitalized software costs for projects that have not yet been placed in service.

The Company capitalized internal-use software costs of $22.4 million and $19.4 million for the years ended December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively.

Equipment, furniture and fixtures and leasehold improvements are recorded at cost, less accumulated depreciation. Expenditures which improve or extend the life of the respective assets are capitalized, whereas expenditures for normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation and amortization are removed from the Company’s Consolidated Balance Sheets and any gain or loss is recorded in the Consolidated Statements of Operations.

Depreciation is calculated using the straight-line method over the estimated useful lives of assets. The estimated useful lives are as follows:

Equipment	5 years
Furniture and fixtures	7 years
Leasehold improvements	Shorter of remaining lease term or estimated useful life

(h) Debt Issuance Costs

Debt issuance costs for the Company’s term loans are recorded as a direct deduction from the carrying amount of the term loans, consistent with debt discounts, and are amortized through maturity of the term loans using the effective interest method. Amortization of these debt issuance costs is included in interest expense. Debt issuance costs for line-of-credit agreements, including the Company’s senior revolving credit facility, are capitalized and amortized over the term of the underlying agreements using the straight-line method. The Company incurred $47.5 million and $0 of debt issuance costs in relation to the term loans in the years ended December 31, 2020 (Successor) and 2019 (Predecessor), respectively. The Company incurred $2.8 million and $0 of debt issuance costs in relation to the revolver credit facility in the years ended December 31, 2020 (Successor) and 2019 (Predecessor), respectively. Amortization of the term loan debt issuance costs is included in interest expense while the unamortized balance related to the term loans is presented as part of the long-term debt, net of discount and current portion. The unamortized balance of the debt issuance costs on the revolver credit facility is

F-13

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

presented separately on the Consolidated Balance Sheet. Amortization expense recognized on debt issuance costs in relation to the term loans totaled $4.8 million and $3.7 million for the years ended December 31, 2020 (Successor) and 2019 (Predecessor), respectively. Amortization expense recognized on debt issuance costs in relation to the revolving credit facility totaled $1.0 million and $0 for the years ended December 31, 2020 (Successor) and 2019 (Predecessor), respectively.

(i) Impairment of Long-Lived Assets

The carrying amounts of the Company’s long-lived assets, including property and equipment, leasehold improvements, capitalized internal-use software, and acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful lives are shorter than originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted net cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the new shorter useful life. The Company accelerated depreciation of certain fixed assets that were determined to no longer have future economic benefit. See Note 12. Internal-use Software, Equipment and Leasehold Improvements and Note 13. Goodwill and Intangibles for additional information.

(j) Goodwill

The Company records goodwill as the excess of the purchase price over the fair value of net assets acquired in business combinations accounted for under the acquisition method of accounting. Goodwill is not amortized, instead it is subject to annual impairment testing and interim assessments between annual tests if an event occurs or circumstances exist that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount.

Following early adoption of ASU No. 2017-04, Intangibles – Goodwill and Other (Topic 350) on January 1, 2019, the Company has the option to assess qualitative factors to determine if it is necessary to perform the goodwill impairment test. Qualitative factors considered in this assessment include industry and market considerations, overall financial performance and other relevant events and factors affecting each reporting unit. If, after assessing the totality of events or circumstances, the Company determines that it is not more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, no further testing is necessary. If, however, the Company determines that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then the Company must perform the quantitative test. The quantitative test requires a comparison of the fair value of the individual reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is in excess of the carrying value, the related goodwill is considered not impaired and no further analysis is necessary. If the carrying value of the reporting unit exceeds the fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

The Company conducts its annual impairment test of goodwill during the fourth quarter of each fiscal year. The early adoption of ASU 2017-04 did not have an impact on our consolidated financial statements as we concluded based on the qualitative assessment performed in 2019 and 2020 that the fair value of each of the Company’s two reporting units was more likely than not greater than their carrying amounts, and no further analysis was needed. Goodwill is tested for impairment at the reporting unit level, which is one level below or the same as an operating segment. The Company determined that it has two reporting units, ER and CTS, which are the same as its operating segments.

F-14

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

No significant changes occurred from the assessment date in the fourth quarter to the end of the fiscal year. Accordingly, no impairment loss was recorded for the years ended December 31, 2020 (Successor), and December 31, 2019 (Predecessor).

(k) Intangible Assets

Intangible assets consist of acquired customer relationships, contractual customer relationships, developed technology, patents and trade names. Contractual customer relationships represent existing contracts between the Company and customers. All of the intangible assets are determined to have a finite life and are amortized over the estimated useful life using the straight-line method. The Company evaluates finite intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset might not be recoverable. An impairment loss is recognized when estimated undiscounted future cash flows expected to result from the use of the asset are less than its carrying amount. In connection with an effort to better optimize our operating structure, the Company recorded a $4.6 million impairment loss as of December 31, 2020 due to the abandonment of certain capital assets and activities that no longer fit the Company’s core objectives. The impairment loss is included within selling, general and administrative expenses in the Company’s Statement of Operations for the year ended December 31, 2020 (Successor). There were no impairment losses related to intangible assets for the year ended December 31, 2019 (Predecessor).

(l) Revenue Recognition

Effective January 1, 2019, the Company adopted the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”), on a full retrospective basis. Refer to the Recently Adopted Accounting Pronouncements for additional information.

The Company’s revenues consist of fees for the review of clinical research trial protocols and investigators, technology-enabled specialty clinical consulting services which support various steps of the clinical trial process that are designed to optimize efficiency, fees for software licenses and hosted software applications which support the conduct of effective clinical trials, and professional services associated with maintenance and training. The Company’s revenues result from contracts with clients that generally range from one to five years. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

Certain of the Company’s contracts contain multiple performance obligations. Performance obligations promised in a contract are identified based on the products and services that will be transferred to a client that are both capable of being distinct, whereby the client can benefit from the service either on its own or together with other resources that are readily available and are distinct in the context of the contract, whereby the transfer of services and products is separately identifiable from other promises in the contract. If a contract is separated into more than one distinct performance obligation, the Company allocates the total transaction price to each distinct performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services.

In instances where standalone selling price is not directly observable, such as when the Company does not sell the product or service separately, the Company determines the standalone selling price using information that may include market conditions and other observable inputs. The Company typically has more than one standalone selling price for individual products and services due to the stratification of those products and services by clients and circumstances. In these instances, the Company may use information such as the size of the client and geographic region in determining the standalone selling price.

F-15

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Revenue is based on the transaction price, which is defined as the amount of consideration the Company expects to receive in exchange for providing products and services to clients. If the consideration promised in a contract includes a variable amount, the Company estimates the amount to which it expects to be entitled using either the expected value or most likely amount method. Examples of variable consideration in the Company’s contracts include volume discounts, service-level penalties, and performance bonuses, other forms of contingent revenue, or other variable consideration such as third-party pass-through and out-of-pocket costs incurred. The Company only includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates are based on all information (historical, current and forecasted) that is reasonably available to the Company, taking into consideration the type of client, the type of transaction and the specific facts and circumstances of each arrangement. The Company reviews and updates these estimates regularly, and the impact is recognized in the period the adjustments are identified. The Company has not experienced any out-of-period adjustments that were quantitatively material. Amounts billed and due from clients are short term in nature and are classified as receivables since payments are unconditional and only the passage of time is required before payments are due.

As a practical expedient, the Company does not account for significant components if the period between when the Company transfers the promised product or service to the client and when the client pays for that product or service will be one year or less. Under typical payment terms for the Company’s contracts, the client pays generally net 30 to net 90 days. The payment terms are not considered a significant financing component due to the timing in which control transfers and the Company expects to receive payment in less than a year.

The Company may include subcontractor services such as investigators or third-party vendor equipment or software in certain integrated services arrangements. The Company has the ultimate responsibility to fulfill these costs and therefore records the related amounts in gross revenues.

Assurance-type warranties are the only warranties provided by the Company, and as such, the Company does not recognize revenue on warranty-related work.

Revenues do not include any state or local taxes collected from clients on behalf of governmental authorities. The Company made the accounting policy election to continue to exclude these amounts from revenues.

The Company does not believe that it currently has any obligations related to rights to return that would result in a material impact to revenues.

The following describes the nature of the Company’s primary types of revenues and the revenue recognition policies as they pertain to the types of transactions the Company enters into with its clients.

ER Segment

The Company recognizes revenue under its ER segment through services satisfied at points in time associated with the review of research trial protocols, including initial and continuing review of protocols, initial and continuing review of investigators, and other reviews associated with research trials. The Company’s ER segment also separately provides a hosted software application to its clients on a subscription basis for research management and trial submissions.

(i) Ethical Review Services

The Company recognizes revenue associated with the review of research protocols when the client has taken control, and the performance obligation of review is satisfied, which is when delivery of the Certificate of Action

F-16

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

has been issued and provided to the client. The performance obligation of review is satisfied at a point in time because the client is not able to simultaneously receive and consume the benefits provided as the Company performs the services, the Company’s performance does not create or enhance an asset that the client controls as the asset is created or enhanced, and the Company does not have an enforceable right to payment for performance completed to date.

(ii) Software Hosting

Revenues from a software hosting or SaaS arrangements are recognized ratably over the contractual term of the contract as the client has the right to continuous use of software at any time throughout the term, simultaneously receiving and consuming the benefits of the SaaS arrangement as it is provided. Further, during the contractual term, the client has access to the software, but does not have the contractual right to take possession of it. The output method that accurately depicts the transfer of control was determined to be the ratable delivery of accessibility to the client.

CTS Segment

The Company recognizes revenue under its CTS segment through specialized services related to the administration, conduct and optimization of clinical trials enabled by a variety of integrated technology-enabled solutions. These solutions include specialty clinical consulting services and proprietary software which provide integrated, end-to-end support of various steps of the clinical trial process that have been designed to optimize efficiency.

(i) Clinical Consulting Services

Clinical consulting services include study planning, site identification and activation including contracting and budgeting, site optimization through benchmarking and analytics, patient enrollment and retention services, clinical rater and patient training and assessments, specialized biostatistical analysis and endpoint adjudication, research management and independent expert reviews of clinical endpoints and safety data.

Clinical consulting services are provided on a time-and-material basis, as a fixed-price contract or as a fixed-price per measure of output contract and the contract terms range from less than one year to over five years. The performance obligation of professional services is satisfied over time because the client simultaneously receives and consumes the benefits provided as the Company performs the services. Fixed-price contracts utilize an input method to measure the progress based on the number of resources used over the varying lengths of time they are incurred. Fixed-price per measure of output contracts utilize an output method to measure the progress based volume of activities in each period or units delivered. These methods accurately depict the transfer of control based on the nature of the contracts.

Some of these services are enabled by proprietary technology.

(ii) Software Licenses and Hosting

The Company’s software license offerings include clinical management and support software that contains many of the Company’s learning modules and integration software for clients to track and maintain data for their clinical trials and to deliver trial safety documents. Some of these offerings can be delivered entirely or partially through Software-as-a-Service (“Saas”) or cloud delivery models, while others are delivered as on-premise software licenses.

F-17

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Revenue from on-premise software licenses, whereby the client has the right to take contractual possession of the software, is recognized at the point in time when the software is delivered, and control has transferred to the client. The Company has determined that post-contract support and the right to unspecified enhancements and upgrades on a “when-and-if-available” basis included with on-premise software licenses are immaterial in the context of the contract.

Revenues from a software hosting or SaaS arrangement is recognized ratably over the contractual term of the contract as the client has the right to continuous use of software at any time throughout the term, simultaneously receiving and consuming the benefits of the SaaS arrangement as it is provided. The output method that accurately depicts the transfer of control was determined to be the ratable delivery of accessibility to the client. In software hosting arrangements, the rights provided to the client (e.g., license rights, contract termination provisions and the ability of the client to operate the software on its own in the case of an on-premise license agreement) are considered in determining whether the arrangement includes a license. In arrangements that include a software license, the associated license revenue is recognized at a point in time, as the software license has significant standalone value and the functionality of the license the clients have rights to during the license term does not substantively change due to ongoing activities.

The Company also separately provides software services that include configuration, maintenance and support, and training and consulting. Revenue is recognized as services are performed, measured on a proportional-performance basis, using either input or output methods that are specific to the service provided.

(iii) Other Revenues

Other revenues include newsletter subscriptions, market research reports, and other professional education materials. Subscription revenue that is billed upfront is initially recorded as deferred revenue and is recognized as revenue over the term of the subscription or contract period using an output-based measure of passage of time or progress based on volume of activities in each period. Revenue from products sold on a one-off basis is recognized at the point of sale, when the client obtains control of the products.

Refer to Note 6. Revenue from Contracts with Customers, for further information, including disaggregation of revenue, contract balances, and contract acquisition costs.

(m) Cost of Revenues

Cost of revenues, excluding depreciation and amortization (referred to as “cost of revenues”), consists primarily of payroll and employee related expenses, site services, client reimbursable expenses, rent, review board fees, and overhead attributable to the delivery of services and goods. This amount includes the direct labor costs used to provide the Company’s services. Cost of revenues do not include indirect expenses such as advertising, sales commissions, and other expenses that cannot be directly attributed to the good or service being provided by the Company.

(n) Selling, General and Administrative

Selling, general and administrative expenses (“SG&A”) consists primarily of non-revenue producing employee-related expenses, including payroll, sales commissions and equity-based compensation, associated with our executive, legal, finance, human resources, and other administrative functions. SG&A expense also includes professional fees for external legal, accounting and other consulting services, overhead costs, impairment of intangible assets, lease abandonment charges and other general operating expenses.

F-18

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(o) Rent Expense and Deferred Rent

Leases (ASC 840)

The Company (Predecessor) leases administrative office and storage space nationwide under non-cancelable operating leases. For leases that contain pre-determined, fixed escalations of the minimum rent, the Company recognizes the rent expense on a straight-line basis and records the cumulative difference between the rent expense and the cash rent payable as a liability. Leases meeting the criteria for capitalization are reported as capital leases.

Leases (ASC 842)

The Company (Successor) early adopted the new Leases standard (“ASC 842”) effective January 1, 2020, using the optional transition method, and therefore, it has not applied the standard to the comparative periods presented on the consolidated financial statements. The Company determines if an arrangement is a lease at inception. Upon adoption of ASC 842, the Company elected the package of practical expedients available for transition that allow the Company to not reassess whether expired or existing contracts contain leases under the new definition of a lease, lease classification for expired or existing leases and whether previously capitalized initial direct costs would qualify for capitalization under ASC 842. The Company’s material operating leases consist of leases for administrative office and storage space nationwide. The Company’s leases generally have remaining terms up to ten years, and the lease terms include options to extend or not terminate the lease when it is reasonably certain that it will exercise extension options or not exercise termination options. Operating lease assets and liabilities are recognized at the lease commencement date. Operating lease liabilities represent the present value of lease payments not yet paid. Operating lease assets represent our right to use an underlying asset and are based upon the operating lease liabilities adjusted for prepayments or accrued lease payments, initial direct costs, lease incentives, and impairment of operating lease assets. The rates implicit in the lease are not determinable, and therefore, the Company uses its incremental borrowing rate as the discount rate to determine the present value of the lease payments for leases. The incremental borrowing rate is determined on the basis that the Company would have to pay to borrow on a collateralized basis over a similar term.

Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities within current liabilities and long-term liabilities on our Consolidated Balance Sheets. Where leases contain escalation clauses, rent abatements, or concessions, such as rent holidays and landlord or tenant incentives or allowances, the Company applies them in the determination of straight-line operating lease cost over the lease term. Variable payments are excluded from the measurement of ROU assets and lease liabilities and are recognized as lease expense in the Consolidated Statement of Operations when the obligation is incurred. In addition, as the Company has elected to combine lease and non-lease components for all classes of assets, any variable payments related to leases such as common area maintenance, insurance, and taxes are disclosed as variable lease cost. Certain real estate leases include options to renew or terminate at the Company’s election. The Company assessed the likelihood of the options at the inception of the lease on a lease by lease basis.

In response to the COVID-19 pandemic, the FASB provided relief under ASU 2016-02, Leases (Accounting Standards Codification “ASC” 842). Under this relief, companies can make a policy election on how to treat lease concessions resulting directly from the COVID-19 pandemic, provided that the modified contracts result in total cash flows that are substantially the same or less than the cash flows in the original contract. The Company made the policy election to account for lease concessions that result from the COVID-19 pandemic as if they were made under enforceable rights in the original contract. Additionally, the Company made the policy election to account for these concessions outside of the lease modification framework described under ASC 842. The Company recorded accruals for deferred rental payments and recognized rent abatements or concessions as variable lease costs in the periods incurred. As of December 31, 2020, the Company recorded a total of

F-19

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

$0.9 million in relation to accruals for rent payment deferrals in “accrued expenses and other liabilities” in the accompanying Consolidated Balance Sheet.

Related to the adoption of Topic 842, and for leases executed subsequent to the adoption of Topic 842, our policy elections are as follows:

Separation of lease and non-lease components

The Company elected the expedient to account for lease and non-lease components as a single component for all applicable classes of underlying assets.

Short-term recognition exemption

The Company elected the short-term lease recognition exemption for all applicable classes of underlying assets. Leases with an initial term of 12 months or less, that do not include an option to purchase the underlying asset that we are reasonably certain to exercise, are not recorded on the Consolidated Balance Sheet. Short-term lease disclosures include only those leases with a term greater than one month and 12 months or less, and expense is recognized on a straight-line basis over the lease term.

(p) Other Assets

Other assets consist of a minority investment of $10.0 million made during 2018 in exchange for a 14.29 percent interest in ClinicaHealth, Inc. (“Inspire”). The Company’s minority investment does not allow it to exert significant influence on Inspire. The Company records investments in securities that are not publicly traded at cost, less impairments and adjusts the investment for any changes resulting from an observable price change in an orderly transaction for identical or similar investments of the same issuer. The Company assesses relevant transactions that occur on or before the balance sheet date to identify observable price changes, and regularly monitors these investments to evaluate whether there is an indication that the investment is impaired, based on the implied value of recent company financings, public market prices of comparable companies, and general market conditions. No impairment factors were identified for the investment for the years ended December 31, 2020 (Successor) and December 31, 2019 (Predecessor).

(q) Long-term Debt

The fair value of the Company’s debt is based on a discounted cash flow approach using quoted prices of instruments with similar terms and maturities and an estimate for our standalone credit risk valuations with observable inputs. The primary inputs to the valuation include market expectations, the Company’s credit risk, and the contractual terms of the debt instrument (Level 2 fair value measurement).

Although we have determined the estimated fair values using available market information and commonly accepted valuation methodologies, considerable judgment was required in interpreting market data to develop fair value estimates for the term loans under the Second Lien Credit Facility. The fair value estimates were based on information available as of December 31, 2020 (Successor) and December 31, 2019 (Predecessor). As such, our estimates are not necessarily indicative of the amount we could realize in a current market exchange.

(r) Net income (loss) per Share/Unit

Basic income (loss) per share/unit is computed by dividing net income (loss) attributable to the Company by the weighted average number of common shares/units outstanding during the reporting period, without consideration

F-20

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

for potentially dilutive securities. Diluted income (loss) per share/unit is computed by dividing net income (loss) attributable to the Company by the weighted-average shares/units outstanding during the period after adjusting for the impact of securities that would have a dilutive effect on income (loss) per share/unit. All net income for the Seller for the year ended December 31, 2019 was entirely allocable to Seller’s unitholders.

See Note 9. Earnings (Loss) per Share/Unit, for additional information on dilutive securities.

(s) Income Taxes

Deferred income taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company has adopted the accounting standard, ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740), on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position are only included if there is greater than 50 percent likelihood of them being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also addresses derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties as income tax expense.

(t) Equity-Based Compensation

Equity-based compensation expense includes cost associated with profits interest units granted to certain members of key management. The fair value of profits interest units is estimated at the date of grant using the Black-Scholes option pricing model, which requires management to make certain assumptions of future expectations based on historical and current data. The assumptions include the expected term of the profits interests, expected volatility, dividend yield, and risk-free interest rate. The expected term represents the amount of time that options granted are expected to be outstanding, based on a liquidity event. The risk-free rate is based on the rate at grant date of five-year U.S. treasury security yields, with a term comparable to the expected term of the units. Expected volatility is estimated based on the historical volatility of comparable public entities’ stock price from the same industry. The Company’s marketability discount is based on varying volatilities exhibited of comparable public companies. The Company recognizes compensation expense over the vesting period of the award on a graded basis. The Company elects to recognize forfeitures as they occur.

(u) Foreign Currency Translation

Generally, the functional currency of the Company’s international subsidiaries is the local currency of the country in which they operate. The Company translates the assets and liabilities of its non-U.S. dollar functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each reporting period. Revenue and expenses for these subsidiaries are translated using average exchange rates prevailing during the period.

F-21

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Gains and losses from these translations are recognized as a cumulative translation adjustment and included as a separate component in accumulated other comprehensive (loss) income within Consolidated Statements of Members’ Equity.

For transactions that are not denominated in the local functional currency, the Company remeasures monetary assets and liabilities at exchange rates in effect at the end of each reporting period. Foreign currency transaction gains and losses are included net within comprehensive loss in the Consolidated Statements of Comprehensive (Loss) Income and resulted in foreign currency (loss) gain of $(0.2) million and $0.1 million for the years ended December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively.

(v) Business Combinations

Upon acquisition of a company, the Company determines if the transaction is a business combination, which is accounted for using the acquisition method of accounting pursuant to FASB ASC 805, “Business Combinations.” Under the acquisition method, once control is obtained of a business, the assets acquired, and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at fair value. The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The determination of the fair values is based on estimates and judgments made by management. The Company’s estimates of fair value are based upon assumptions it believes to be reasonable, but which are inherently uncertain and unpredictable. Measurement period adjustments are reflected at the time identified, up through the conclusion of the measurement period, which is the time at which all information for determination of the values of assets acquired and liabilities assumed is received, and is not to exceed one year from the acquisition date. The Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill.

The Company’s consolidated financial statements include the results of operations of an acquired business after the completion of the acquisition.

(w) Contingent Consideration

The Company records contingent consideration resulting from a business combination at fair value at the acquisition date. The Company revalues these obligations and records increases or decreases in their fair value as an adjustment to earnings. Changes to contingent consideration obligations can result from adjustments to discount rates, accretion of the liability due to the passage of time, changes in estimates of the likelihood or timing of achieving the earnouts.

(x) Comprehensive (Loss) Income

FASB ASC 220, “Comprehensive Income,” establishes standards for reporting of comprehensive income and its components (revenue, gains, and losses) in a full set of general-purpose financial statements. FASB ASC 220 requires that all components of comprehensive income, including net income, be reported in a financial statement that is displayed with the same prominence as other financial statements. Comprehensive (loss) income is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Net (loss) income and other comprehensive (loss) income, including foreign currency translation adjustments, shall be reported to arrive at comprehensive (loss) income. Comprehensive (loss) income is displayed in the Consolidated Statements of Comprehensive (Loss) Income.

F-22

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(y) Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of inputs that may be used to measure fair value are defined below:

• Level 1—Quoted prices in active markets for identical assets or liabilities.

• Level 2—Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company’s financial instruments consist of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, term loans, and an Interest Rate Cap derivative. The assets and liabilities that were measured at fair value on a recurring basis are cash equivalents, restricted cash equivalents and the Interest Rate Cap derivative. With the exception of the Successor Second Lien Term Loan, the Company has determined that the carrying values of its financial instruments approximate fair values.

Interest Rate Cap is valued in the market using discounted cash flows techniques. These techniques incorporate Level 1 and Level 2 inputs. The market inputs are utilized in the discounted cash flows’ calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative instrument valuation model for interest rate swaps are observable in active markets and are classified as Level 2 in the hierarchy.

The following table set forth the assets and liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at December 31, 2020 (Successor):

(IN THOUSANDS)	Level 1		Level 2		Level 3		Total
Asset
Interest Rate Cap	$	—	$	477	$	—	$	477
Total	$	—	$	477	$	—	$	477

The fair value of the Interest Rate Cap at December 31, 2019 (Predecessor) was immaterial.

For the acquisitions noted in Note 3. Business Combinations, the fair value measurement methods used to estimate the fair value of the assets acquired and liabilities assumed at the acquisition dates utilized a number of significant unobservable inputs of Level 3 assumptions. These assumptions included, among other things, projections of future operating results, implied fair value of assets using an income approach by preparing a discounted cash flow analysis, and other subjective assumptions.

(z) New Accounting Pronouncements

The Company, an emerging growth EGC, has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies.

F-23

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Recently Adopted Accounting Pronouncements

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”), related to revenue recognition which replaces numerous requirements in U.S. GAAP, including industry-specific requirements, and provides companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of the new standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services in accordance with the five step model outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application.

Effective January 1, 2019, the Company and the Predecessor adopted the requirements of Topic 606 using the full retrospective method, where the standard was applied to each prior reporting period presented and the cumulative effect of applying the standard was recognized at January 1, 2018.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842), which replaced the existing guidance in ASC Topic 840, “Leases” (“Topic 840”). The FASB subsequently issued the following amendments to ASU No. 2016-02 that have the same effective date and transition date: ASU No. 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; ASU No. 2018-11, Leases (Topic 842): Targeted Improvements; ASU No. 2018-20, Narrow-Scope Improvement for Lessors; and ASU No. 2019-01, Leases (Topic 842): Codification Improvements.

ASC 842 requires an entity to recognize a right of use (“ROU”) asset and lease liability for all leases with terms of more than 12 months. The Company early adopted the new standard effective January 1, 2020, using the optional transition method, and therefore, it has not applied the standard to the comparative periods presented on the Company’s consolidated financial statements. The Company recorded ROU assets of $36.5 million and lease liabilities of $43.8 million on the Company’s Consolidated Balance Sheets on January 1, 2020. The difference between the right-of-use assets and lease liabilities was due to deferred rent that was reclassified from Deferred Rent on the Company’s Consolidated Balance Sheet to ROU assets on the adoption date.

The Company has elected the following practical expedients:

Package of practical expedients	The Company has not reassessed whether any expired or existing contracts are, or contain, leases.
	The Company has not reassessed the lease classification for any expired or existing leases.
	The Company has not reassessed initial direct costs for any expired or existing leases.
Hindsight practical expedient	The Company has not elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of operating lease assets.

F-24

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Topic 842 did not have any impact to the Consolidated Statements of Operations or the Consolidated Statements of Cash flows. Adoption of the new standard resulted in changes to the Company’s accounting policy for leases. See Note 2. Summary of Significant Accounting Policies and Note 4. Leases, for more information.

In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”, which requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. This ASU also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. The Company and the Predecessor adopted this standard as of January 1, 2019 with no impact on its Consolidated Financial Statements.

In November 2016, the FASB issued ASU 2016-18 “Statement of Cash Flows (Topic 230): Restricted Cash.” ASU 2016-18 requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The ASU requires changes in the Company’s restricted cash to be classified as either operating activities, investing activities or financing activities in the Consolidated Statements of Cash Flows, depending on the nature of the activities that gave rise to the restriction. The new standard is effective for annual reporting periods beginning after December 15, 2018. Retrospective transition method is to be applied to each period presented. The Company and the Predecessor adopted this standard as of January 1, 2019 with no impact on its Consolidated Financial Statements.

In January 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, (“ASU 2017-04”). ASU 2017-04 will simplify the measurement of goodwill by eliminating step two of the two-step impairment test. Step two measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. ASU 2017-04 requires an entity to compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in reporting periods beginning after December 15, 2022, with early adoption permitted. The Company and the Predecessor adopted this standard as of January 1, 2019 with no impact on its Consolidated Financial Statements.

In June 2018, the FASB issued ASU 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” This guidance simplifies the accounting for non-employee share-based payment transactions. The amendments specify that ASC 718 applies to all share-based payment transactions in which a grantor acquires goods and services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606, “Revenue from Contracts with Customers.” The Company and the Predecessor adopted this standard as of January 1, 2019 with no impact on its Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements (Topic 820)”, which improved the effectiveness of disclosure requirements for recurring and

F-25

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company adopted this standard on January 1, 2020 with no material impact on its Consolidated Financial Statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments”, which has been subsequently amended by ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, ASU No. 2019-11 and ASU No. 2020-03 (“ASU 2016-13”). The provisions of ASU 2016-13 modify the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology and require a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Per ASU 2019-10 issued in November 2019, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for private companies. Early adoption is permitted. The Company is currently assessing the timing and impact of adopting ASU 2016-13 on the Company’s Consolidated Financial Statements.

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles-Goodwill and Other-Internal-use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.” The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for calendar-year public business entities in 2020. For all other entities, the amendments are effective for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted. The Company is currently assessing the timing and impact of adopting ASU 2018-15 on the Company’s Consolidated Financial Statements.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax) which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently assessing the timing and impact of adopting ASU 2019-12 on the Company’s Consolidated Financial Statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848).” This guidance provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating whether we will elect the optional expedients, as well as evaluating the impact of ASU 2020-04 on the Company’s Consolidated Financial Statements.

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WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 3. Business Combinations

2020 Acquisition Activity—Successor Period

Trifecta Multimedia, LLC

On November 1, 2020, the Company acquired Trifecta Multimedia, LLC (“Trifecta”), which is a technology-enabled clinical trial solution company with its major asset being the comprehensive site communication platform, by acquiring all membership interests of Trifecta for a total purchase price of $137.9 million. The acquisition provided the Company with site communication technology in clinical trials. The total purchase price included cash consideration of $129.9 million and equity consideration of $6.3 million of membership interests in the Parent, at fair value. The equity consideration was part of an exchange agreement in which the Parent would transfer membership interests valued at $25.0 million of Parent with 25% vested at the acquisition date and the remaining 75% vested equally on each anniversary of the acquisition date for the next three years. The total purchase price also included contingent consideration of $1.8 million which was deferred at the acquisition date, with payment to the sellers contingent upon exceeding revenue targets in fiscal years 2021, 2022, and 2023. The amount of contingent payment equals to the amount by which the revenue exceeds the targets without a cap to the maximum payment. The contingent consideration was recorded at its estimated fair value as of the acquisition date. This business is included in the CTS reportable segment.

The following table summarizes the total consideration transferred to acquire Trifecta and the estimated fair value of the identified assets acquired and liabilities assumed as of the acquisition date:

(IN THOUSANDS)
Consideration
Cash consideration	$	129,862
Equity consideration (Parent equity issued in acquisition)		6,250
Contingent consideration (earnout)		1,824
Total consideration	$	137,936
Assets Acquired and Liabilities Assumed
Cash and cash equivalents		2,289
Accounts receivable		5,998
Other current assets		1,584
Intangible assets		65,940
Equipment and leasehold improvements		2,846
Operating lease right-of-use assets		3,409
Other assets		185
Goodwill		63,613
Accounts payable		(61	)
Accrued expenses and other liabilities		(364	)
Deferred revenue		(120	)
Lease liabilities		(3,409	)
Deferred tax liability		(3,974	)
Total net assets acquired	$	137,936

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WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The following table summarizes the components of intangible assets acquired and their estimated weighted-average useful lives as of the acquisition date:

(IN THOUSANDS)	Fair Value		Useful Life (in years)
Trade name	$	3,270		10
Noncompete agreement		270		5
Developed technology		31,450		4
Noncontractual customer relationships		30,950		8
Total intangible assets subject to amortization	$	65,940

The Company accounted for the Trifecta acquisition using the acquisition method of accounting. The Successor’s consolidated financial statements reflect the preliminary purchase price allocation to the assets acquired and liabilities assumed based on fair values at the date of the acquisition. The fair values assigned to identifiable intangible assets acquired were determined primarily by using an income approach which was based on assumptions and estimates made by management. Significant assumptions utilized in the income approach were based on company-specific information and projections, which are not observable in the market and are thus considered Level 3 measurements by authoritative guidance. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed has been recorded as goodwill and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized such as assembled workforce and growth opportunities. The acquisition was considered an acquisition of assets for tax purposes and, accordingly, goodwill is expected to be deductible for tax purposes.

During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to in the Consolidated Statements of Operations.

The amounts of revenues and earnings of Trifecta included in the Company’s Consolidated Statement of Operations from the acquisition date of November 1, 2020 to December 31, 2020 are as follows:

(IN THOUSANDS)
Revenues	$	4,236
Net loss		(1,825	)

Transaction Costs

The Company incurred $0.9 million of transaction costs, primarily consisting of legal and advisory fees, associated with the Trifecta acquisition in the year ended December 31, 2020 and the costs were included in acquisition-related expenses in the Consolidated Statements of Operations. The Company also incurred costs for the issuance of debt incurred to finance the Trifecta acquisition, which were capitalized as debt issuance costs as of the acquisition date in the amount of $4.0 million.

2019 Acquisition Activity—Predecessor Period

Analgesic Solutions LLC

On April 1, 2019, the Predecessor acquired all equity interests of Analgesic Solutions LLC (“Analgesic Solutions”), which focuses on increasing assay sensitivity in clinical trials by offering consulting, innovative

F-28

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

tools, data science, technology, and specialized training, for a total purchase price of $18.6 million. The acquisition provided the Predecessor expertise in and technology for capturing and analyzing reliable measures of pain experienced by participants in clinical trials. The total purchase price included cash consideration of $13.8 million and contingent consideration of $4.7 million which provided the sellers with an opportunity to earn up to $6.0 million as an earnout based on achieving certain levels of earnings in 2019 and 2020. The contingent consideration was recorded at its estimated fair value as of the acquisition date. The acquisition also provided the sellers with an opportunity to earn an additional $2.0 million as retention bonuses payable at the 2-year anniversary of the acquisition date. This business is included in the CTS reportable segment.

The following table summarizes the total consideration transferred to acquire Analgesic Solutions and the estimated fair value of the identified assets acquired and liabilities assumed as of the acquisition date:

(IN THOUSANDS)
Consideration
Cash consideration	$	13,845
Contingent consideration (earnout)		4,730
Total consideration	$	18,575
Assets Acquired and Liabilities Assumed
Cash and cash equivalents	$	230
Accounts receivable		624
Other current assets		534
Intangible assets		6,300
Equipment and leasehold improvements		66
Goodwill		13,849
Accounts payable		(89	)
Accrued expenses and other liabilities		(709	)
Deferred rent		(17	)
Accrued tax liability		(1,475	)
Deferred revenue		(738	)
Total net assets acquired	$	18,575

The following table summarizes the components of intangible assets acquired and their estimated weighted-average useful lives as of the Analgesic Solutions acquisition date:

(IN THOUSANDS)	Fair Value		Useful Life (in years)
Trade name	$	620	10
Noncompete agreements		60	3-4
Developed technology		1,230	4
Noncontractual customer relationships		4,390	8
Total intangible assets subject to amortization	$	6,300

The Predecessor accounted for the acquisition using the acquisition method of accounting. The Predecessor’s consolidated financial statements reflect the purchase price allocation to the assets acquired and liabilities assumed based on fair values at the date of the acquisition. The fair values assigned to identifiable intangible assets acquired were determined primarily by using an income approach which was based on assumptions and estimates made by management. Significant assumptions utilized in the income approach were based on

F-29

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

company-specific information and projections, which are not observable in the market and are thus considered Level 3 measurements by authoritative guidance. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed has been recorded as goodwill and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized such as assembled workforce and growth opportunities. The goodwill recorded is not deductible for income tax purposes.

Subsequent to the acquisition date, the Predecessor has adjusted the contingent consideration to fair value with changes in fair value recognized in earnings. Changes in fair values reflect new information about the probability and timing of meeting the conditions of the contingent earnout. The fair value of the contingent consideration for the acquisition was $4.8 million and $4.8 million as of December 31, 2020 and December 31, 2019, respectively, discounted based on the probability-weighted cash flows. The 2019 earnout target was achieved and the original 2020 earnout target was renegotiated to be assessed based on 2021 results due to COVID impact.

The amounts of revenues and earnings of Analgesic Solutions included in the Predecessor’s Consolidated Statement of Operations from the acquisition date of April 1, 2019 to December 31, 2019 are as follows:

(IN THOUSANDS)
Revenues	$	5,617
Net income		202

WCG CSO Consulting LLC

On July 19, 2019, the Predecessor acquired the assets of WCG CSO Consulting LLC (“WCG CSO Consulting”), which provides management consulting services for biopharmaceutical clinical research clients and focuses on making clinical development more efficient and productive through improvements in organization, process and technology, for a total purchase price of $1.5 million. The acquisition provided the Company expert consultants to assist clients with the integration of technologies used in clinical trials. The acquisition provided certain members of the WCG CSO Consulting management team with an opportunity to earn an additional $1.8 million structured as a series of retention bonuses. The retention bonuses are spread evenly across 2020, 2021, and 2022 and represent up to $0.6 million of additional payments per year. As of December 31, 2020 (Successor) all employees were terminated and no further retention bonuses will be due. This business is included in the CTS reportable segment.

The acquisition did not have a material impact on the Predecessor’s reported revenue or earnings for the year ended December 31, 2019 (Predecessor).

PharmaSeek

On August 1, 2019, the Predecessor acquired all equity interests of PharmaSeek, LLC (“PharmaSeek”), a provider of turn-key administrative, consulting, patient recruitment and training solutions for clinical research sites, for a total cash purchase price of $40.9 million. The acquisition provided the Company with capabilities to help research sites improve their clinical research programs. This business is included in the CTS reportable segment.

F-30

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The following table summarizes the total consideration transferred to acquire PharmaSeek and the estimated fair value of the identified assets acquired and liabilities assumed as of the acquisition date:

(IN THOUSANDS)
Consideration
Cash consideration	$	40,939
Total consideration	$	40,939
Assets Acquired and Liabilities Assumed
Cash and cash equivalents	$	563
Accounts receivable		3,085
Other current assets		6
Intangible assets		21,434
Equipment and leasehold improvements		401
Goodwill		16,887
Accounts payable		(689	)
Accrued expenses and other liabilities		(745	)
Deferred revenue		(3	)
Total assets acquired	$	40,939

The following table summarizes the components of intangible assets acquired and their estimated weighted-average useful lives as of the PharmaSeek acquisition date:

(IN THOUSANDS)	Fair Value		Useful Life (in years)
Trade name	$	940	10
Noncompete agreements		546	5
Developed technology		3,040	4
Noncontractual customer relationships		16,908	8
Total intangible assets subject to amortization	$	21,434

The Predecessor accounts for the acquisition using the acquisition method of accounting. The Predecessor’s consolidated financial statements reflect the purchase price allocation to the assets acquired and liabilities assumed based on fair values at the date of the acquisition. The fair values assigned to identifiable intangible assets acquired were determined primarily by using an income approach which was based on assumptions and estimates made by management. Significant assumptions utilized in the income approach were based on company-specific information and projections, which are not observable in the market and are thus considered Level 3 measurements by authoritative guidance. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed has been recorded as goodwill and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized such as assembled workforce and growth opportunities. The acquisition was considered an acquisition of assets for tax purposes and, accordingly, goodwill is expected to be deductible for tax purposes.

The amounts of revenues and earnings of PharmaSeek included in the Predecessor’s Consolidated Statement of Operations from the acquisition date of August 1, 2019 to December 31, 2019 are as follows:

(IN THOUSANDS)
Revenues	$	5,216
Net income		427

F-31

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Statistics Collaborative Inc.

On December 31, 2019, the Predecessor acquired all equity interests of Statistics Collaborative Inc. (“SCI”), which strengthened the Predecessor’s clinical services by adding SCI’s highly specialized biostatistical consulting services for developers of new drugs and biologics, for a total purchase price of $23.3 million. The acquisition provided the Company with highly specialized biostatistics consultants to assist clients analyze and present clinical trial data. This business is included in the CTS reportable segment.

The following table summarizes the total consideration transferred to acquire SCI and the estimated fair value of the identified assets acquired and liabilities assumed as of the acquisition date:

(IN THOUSANDS)
Consideration
Cash consideration	$	23,308
Total consideration	$	23,308
Assets Acquired and Liabilities Assumed
Cash and cash equivalents	$	730
Accounts receivable		1,717
Other current assets		400
Intangible assets		10,760
Equipment and leasehold improvements		351
Goodwill		12,627
Accounts payable		(19	)
Accrued expenses and other liabilities		(739	)
Accrued tax liability		(2,519	)
Total assets acquired	$	23,308

The following table summarizes the components of intangible assets acquired and their estimated weighted-average useful lives as of the SCI acquisition date:

(IN THOUSANDS)	Fair Value		Useful Life (in years)
Trade name	$	1,150		10
Noncompete agreements		400		1
Noncontractual customer relationships		9,210		8
Total intangible assets subject to amortization	$	10,760

The Predecessor accounts for the acquisition using the acquisition method of accounting. The Predecessor’s consolidated financial statements reflect the purchase price allocation to the assets acquired and liabilities assumed based on fair values at the date of the acquisition. The fair values assigned to identifiable intangible assets acquired were determined primarily by using an income approach which was based on assumptions and estimates made by management. Significant assumptions utilized in the income approach were based on company-specific information and projections, which are not observable in the market and are thus considered Level 3 measurements by authoritative guidance. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed has been recorded as goodwill and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized such as assembled workforce and growth opportunities. The acquisition was considered an acquisition of assets for tax purposes and, accordingly, goodwill is expected to be deductible for tax purposes.

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WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The acquisition did not have a material impact on the Predecessor’s reported revenue or earnings for the year ended December 31, 2019 (Predecessor).

Transaction Costs

The Predecessor incurred $3.4 million of transaction costs, primarily consisting of legal and advisory fees, related to acquisitions during the year ended December 31, 2019 (Predecessor) and the costs were included in acquisition-related expenses in the Consolidated Statement of Operations. No debt issuance costs were capitalized related to the transactions during the year ended December 31, 2019.

Pro forma financial information (unaudited)

The following unaudited pro forma information presents the combined results of the Company, Trifecta, Analgesic Solutions, SCI, and PharmaSeek as if the acquisitions of Trifecta, Analgesic Solutions, SCI, and PharmaSeek had been completed on January 1, 2019, with adjustments to give effect to pro forma events that are directly attributable to the acquisitions. The unaudited pro forma results do not reflect operating efficiencies or potential cost savings prior to the completion of such acquisitions, including those that may have resulted from the consolidation of operations if such acquisitions had been completed on an earlier date. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations had we completed the transaction on January 1, 2019.

(IN THOUSANDS)	Year ended December 31,
	2020 (Successor)			2019 (Predecessor)
Pro forma revenues	$	484,973		$	458,714
Pro forma net (loss) income		(115,799	)		8,301

The unaudited pro forma consolidated results for the years ended December 31, 2020 (Successor) and December 31, 2019 (Predecessor) primarily include the following pro forma adjustments related to non-recurring activity, net of tax:

• Acquisition-related costs of $0.7 million incurred in the year ended December 31, 2020 (Successor) were included in pro forma net income for the year ended December 31, 2019 (Predecessor).

• Incremental amortization expenses of $7.0 million and $11.0 million related to acquired intangible assets were included in pro forma net (loss) income for the years ended December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively.

• Additional compensation expenses of $4.9 million and $4.9 million were included in pro forma net (loss) income for the years ended December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively.

Note 4. Leases

As of January 1, 2020, the Company’s leases consist of operating leases for administrative office and storage spaces nationwide. The primary operating lease commitments at are related to the corporate headquarters in Princeton, New Jersey. The Company has additional offices in Pennsylvania, Minnesota, California, North Carolina, Virginia, Kansas, Washington, and Massachusetts in the United States and internationally in Germany and Japan. The leases have remaining lease terms of up to ten years, with options to renew. Additionally, during the year of 2020, the Company acquired 6 new office leases through acquisition of Trifecta and opening of new office spaces.

F-33

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The operating ROU assets and lease liabilities are recognized based on the present value of the future lease payments over the lease term at commencement date. The following table presents the lease related assets and liabilities recorded on the Consolidated Balance Sheet as of December 31, 2020 (Successor):

(IN THOUSANDS)
Lease assets and liabilities	Balance sheet classification	December 31, 2020
Assets:
Operating lease assets	Operating right-of-use asset	$	35,514
Total operating lease assets		$	35,514
Liabilities:
Current operating lease liabilities	Current portion of operating lease liabilities	$	8,062
Non-current operating lease liabilities	Operating lease liabilities, net of current portion	$	34,624
Total operating lease liabilities		$	42,686

The following table presents the components of lease expense for operating leases for the year ended December 31, 2020 (Successor):

(IN THOUSANDS)	For the Year Ended
	December 31, 2020
Operating lease cost:	$	8,821
Variable lease cost	$	1,912
Total lease cost	$	10,733

The following table presents the weighted-average remaining lease term and discount rate related to the Company’s operating leases are as follows (Successor):

	Year ended December 31, 2020
Weighted-average remaining lease term (in years):
Operating leases		4.5
Weighted-average discount rate:
Operating leases		5.8	%

The following table presents a maturity analysis of the Company’s operating lease liabilities as of December 31, 2020 (Successor):

(IN THOUSANDS)
	Operating leases
2021	$	10,198
2022		9,228
2023		7,604
2024		6,654
2025		5,468
Thereafter		10,885
Total future lease payments		50,037
Less imputed interest		(7,351	)
Present value of operating lease liabilities	$	42,686

F-34

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The following table presents the supplemental cash flow information related to leases for the year ended December 31, 2020 (Successor):

(IN THOUSANDS)
	Year ended
	December 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	9,405
Right-of-use assets obtained in exchange for new lease liabilities:
Operating leases	$	1,888

The right-of-use assets obtained in exchange for new lease liabilities above represent the right-of-use assets obtained during the year, excluding operating leases acquired through acquisitions, which are included as cash used from investing activities.

In early 2020, the Company made a strategic decision to abandon certain capital assets and activities that no longer fit the Company’s core objectives. Accordingly, the Company will cease use the leased office space prior to the original termination date, and as a result, adjusted the useful life of the right-of-use asset to reflect the remaining expected use until cease-use date. This has resulted in an accelerated amortization expense of the right-of-use asset of $0.5 million for the year ended December 31, 2020 (Successor). As of December 31, 2020 (Successor), the Company did not enter into leases that have not yet commenced. The Company has not entered into any leases with related parties.

In 2019, the Company had non-cancellable operating leases for facilities expiring at various dates through 2030. Rental and facility expenses on these operating leases aggregated to approximately $8.0 million for the year ending December 31, 2019 (Predecessor).

Approximate minimum base rents for future years as of December 31, 2019 (Predecessor) were as follows:

(IN THOUSANDS)
2020	$	9,388
2021		9,182
2022		8,414
2023		7,122
2024		5,705
Thereafter		15,016
Total	$	54,827

Note 5. Segment Reporting

Operating segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance.

The Company has determined that its chief executive officer (“CEO”) is its CODM. The Company’s CODM allocates resources and assesses performance based upon financial information at the two reportable segments level, ER and CTS, and as such, the Company’s operations constitute two operating segments and two reportable segments. Further, the Company’s single measure of segment profit (loss) is gross profit, exclusive of

F-35

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

depreciation and amortization, as shown in the table below. Additionally, as the CODM does not use assets by segments to make decisions and as such information is not provided to the CODM on a regular basis, no disclosure related to assets or any other accounts is necessary below.

The following tables summarize the Company’s segment information for the fiscal years ended December 31, 2020 (Successor) and 2019 (Predecessor).

(IN THOUSANDS)	Successor December 31, 2020		Predecessor December 31, 2019
Revenue:
ER	$	239,381	$	202,246
CTS		224,060		210,600
Total Revenue	$	463,441	$	412,846
Cost of Revenue (exclusive of depreciation and amortization)
ER	$	45,135	$	45,780
CTS		123,996		111,906
Total Cost of Revenue	$	169,131	$	157,686
Gross Profit (exclusive of depreciation and amortization)
ER	$	194,246	$	156,466
CTS		100,064		98,694
Total Gross Profit	$	294,310	$	255,160

(IN THOUSANDS)	Successor December 31, 2020			Predecessor December 31, 2019
Segment Reconciliation:
Total Gross Profit	$	294,310		$	255,160
Selling, general and administrative expenses		90,036			90,397
Depreciation and amortization		205,697			64,602
Acquisition-related expenses		38,469			26,789
Operating (Loss) Income		(39,892	)		73,372
Interest expense		91,310			55,415
Other expenses		2,976			43
(Loss) Income Before Income Taxes	$	(134,178	)	$	17,914

Geographic Information

Revenue generated outside of the U.S. is considered not material. The Company allocates revenue to external customers based on where contracts were originated rather than where the legal entity is domiciled. No single customer accounted for more than 10% of the Company’s revenue during the years ended December 31, 2020 and 2019.

F-36

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The following table summarizes internal-use software, equipment and leasehold improvements, net by geographic areas as of December 31, 2020 (Successor) and 2019 (Predecessor).

(IN THOUSANDS)	Successor		Predecessor
Geographical Information	December 31, 2020		December 31, 2019
Internal-use software, equipment and leasehold improvements, net
Americas	$	60,074	$	46,147
EMEA (Europe, the Middle East and Africa)		8		5
APAC (Asia-Pacific)		178		210
Total Internal-use software, equipment and leasehold improvements (exclusive of construction in progress), net	$	60,260	$	46,362

The following table summarizes the right of use asset by geographic areas as of December 31, 2020 (Successor). There were no right of use assets as of December 31, 2019 (Predecessor).

	Successor
(IN THOUSANDS) Geographical Information	December 31, 2020
ROU Assets
Americas	$	35,248
EMEA (Europe, the Middle East and Africa)		—
APAC (Asia-Pacific)		266
Total ROU Assets, net	$	35,514

Note 6. Revenue from Contracts with Customers

Disaggregation of Revenues

Based on similar operational as well as economic characteristics, the Company’s revenue from contracts with customers is disaggregated as follows:

(IN THOUSANDS)	Successor		Predecessor
	Year Ended December 31,
	2020		2019
CTS segment
Software (point in time)	$	12,190	$	14,797
Software (over time)		21,007		22,718
Services (point in time)		14,463		11,580
Services (over time)		176,400		161,505
Total—CTS segment	$	224,060	$	210,600
ER segment
Software (point in time)	$	—	$	—
Software (over time)		5,038		3,565
Services (point in time)		234,343		198,681
Services (over time)		—		—
Total—ER segment	$	239,381	$	202,246
Total	$	463,441	$	412,846

F-37

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and deferred revenue (contract liabilities). The Company records a contract asset when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Contract assets relate to the Company’s rights to consideration for performance obligations satisfied but not billed at the reporting date on contracts. Contract assets are billed and transferred to client accounts receivable when the rights become unconditional. For multi-year agreements, the Company generally invoices clients annually at the beginning of each annual coverage period or at agreed-upon milestones. The Company records a receivable related to revenue recognized when the Company has an unconditional right to invoice related to those performance obligations.

As of December 31, 2020 (Successor) and 2019 (Predecessor), the Company had contract assets of $4.2 million and $9.4 million, respectively, which is included in unbilled receivables on the Consolidated Balance Sheets. The changes in contract assets were primarily due to active consulting projects at year-end and large projects in the CTS segment with deferred billing terms in 2019.

As of December 31, 2020 (Successor) and 2019 (Predecessor), the Company had contract liabilities of $16.7 million and $14.7 million respectively, which is included in deferred revenue on the Consolidated Balance Sheets. Revenue recognized during the years ended December 31, 2020 (Successor) and 2019 (Predecessor) that was included in the deferred revenue balance at the beginning of such years was $8.5 million and $9.0 million, respectively.

The unsatisfied performance obligation as of December 31, 2020 (Successor) and 2019 (Predecessor) was approximately $551.1 million and $489.7 million, respectively. The Company expects to recognize approximately 50% of the remaining performance obligations as of December 31, 2020 (Successor), as revenue over the next twelve months ended December 31, 2021, and the balance thereafter. The Company’s long-term contracts generally range from 1 to 5 years.

Contract Acquisition Costs

As a practical expedient, the Company recognizes the incremental costs of obtaining a contract as an expense with a client if the Company expects the benefit of those costs to be less than one year. The Company has determined that certain sales incentive programs for contracts that are longer than one year meet the requirements to be capitalized, if it expects to recover the costs.

Capitalized contract acquisition costs were $5.2 million and $5.4 million as of December 31, 2020 (Successor) and 2019 (Predecessor), respectively. Capitalized costs to obtain a contract are amortized ratably over the expected contract life, which generally ranges from 1 to 5 years. During the years ended December 31, 2020 (Successor) and 2019 (Predecessor), the Company amortized $4.4 million and $5.2 million, respectively, of the capitalized contract acquisition costs into selling, general and administrative expenses in the Consolidated Statements of Operations. The Company did not incur any impairment losses on capitalized costs to obtain a contract in the years ended December 31, 2020 (Successor) and 2019 (Predecessor).

Note 7. Equity-based Compensation

Successor

On January 8, 2020 and in connection with the Transaction, the Company, through its affiliation with the Parent, approved the formation of the Da Vinci Purchaser Holdings LP 2020 Class B Unit Incentive Equity Plan

F-38

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(“Profits Interest Plan”). Under the Profits Interest Plan, the Parent is authorized to issue a total of 2,247,606 Profit Interest Units (“Class B Incentive Units”). As of December 31, 2020, 1,334,762 of the Class B Incentive Units were issued and outstanding to the Company employees.

There are two types of Class B Incentive Units included within the Profits Interest Plan: Class B time-vesting units (“time-based units”), and Class B performance-based vesting units (“performance-based units”). The Parent may grant Class B Incentive Units with time-based vesting component only, which vest 20% on each annual anniversary of the grant date over five-years, except for the initial grants dated August 15, 2020 that will vest on January 8, 2021 or July 20, 2021 depending on the grant. Upon the occurrence of a Change of Control event, the time-based units shall become fully vested and non-forfeitable immediately prior to the effective date of such Change of Control; provided that the participant remains continuously employed or engaged in service by the Parent or any of its subsidiaries (and no Termination of Services occurs) from the date of grant through the consummation of such Change of Control.

Additionally, the Parent may grant Class B Incentive Units which also include performance-based vesting, whereby such performance-based units will vest upon the Principal Stockholder having received proceeds over a specified-level of the Principal Stockholder equity investment, generally allocated between three different tiers of performance goals. One of the measurement dates to determine if / whether the thresholds are met is a Change of Control (as defined in the Class B Incentive Plan). An initial public offering as contemplated by the Company will not constitute a Change of Control, and accordingly no outstanding units will vest by virtue of the initial public offering. The performance-based units were not probable of vesting due to a Change of Control event not being probable as of December 31, 2020; as such, no expense was recorded for these units for the year ended December 31, 2020.

Once vested, the holder is entitled to distributions and liquidation and pre-emptive rights proportionate to their ownership interest and participates in the same form of consideration as other equity holders in the event of a sale of the entity. For both time and performance-based vesting units, if the employee leaves the Company voluntarily, all unvested performance vesting units will be automatically forfeited for no consideration. However, if the employee is terminated by the Company without cause, or the employee resigns for good reason, the units can continue to vest as described above for six months after the termination date, and any unvested units thereafter will be automatically forfeited for no consideration. Additionally, if the employee is terminated for any reason, the Parent has a right, but not an obligation, to redeem all or any portion of the terminated employee’s vested granted units at fair market value on the termination date. These units do not have a maximum contractual life, as such these units do not expire. For the year ended December 31, 2020, the Company granted 679,181 time-based units and 679,181 performance-based units.

F-39

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The fair value of the Class B time-based units that vest solely upon continued employment is measured at the grant date and is recognized as expense over the employee’s requisite service period. The Option-Pricing method using the Black-Scholes model has been used to determine the grant date fair value of the awards. The expense related to the vesting of the units is recorded on the Company’s books because the Company directly benefits from the services provided by unit holders. The grant date fair values were determined based on the following pricing models and inputs:

	December 31,
	2020 (Successor)
Pricing model	Black—Scholes
Risk-free interest rate(1)	0.29%
Expected stock price volatility(2)	44.0%
Dividend yield	0.0%
Expected exercise term (in years)(3)	5
Marketability Discount(4)	20%

(1) Based on five-year U.S. Treasury Security yields, which is consistent with expected term.

(2) In projecting expected stock price volatility, the Company considered the trading activity of the stock prices of comparable public companies

(3) The Company estimated the expected exercise term based upon the timing of a potential liquidity event date

(4) The Company estimated marketability discount based on varying volatilities exhibited of comparable public companies

Equity-based compensation expense related to the Class B “time-based” units was $4.6 million for the year ended December 31, 2020. Equity-based compensation expense has been recorded within cost of revenues, and selling, general and administrative expenses within the Consolidated Statement of Operations as follows:

(IN THOUSANDS)	December 31,
	2020 (Successor)
Cost of revenues	$	1,160
Selling, general and administrative	$	3,434
Total	$	4,594

As of December 31, 2020, there was total unrecognized compensation costs related to the time-based units of $20.9 million which is expected to be recognized over a weighted-average period of 4.1 years. The Company did not recognize a tax benefit from equity-based compensation expense in 2020.

The following table summarizes the activity for the Profits Interest Plan for the year ended December 31, 2020 (dollar amounts are not in thousands):

	Units			Weighted Average Grant Date Fair Value Per Unit
Outstanding, January 1, 2020		—		$	—
Granted		1,358,362			29.11
Forfeited		(23,600	)		29.11
Outstanding, December 31, 2020		1,334,762		$	29.11

F-40

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Outstanding units represents the total units expected to vest, including “time-based” awards for which the requisite service period has not yet been rendered. No units were vested as of December 31, 2020.

Predecessor

In February 2017, the Predecessor established the WCG HoldCo IV LLC Equity Incentive Plan (the “Predecessor Plan”), whereby it was authorized to issue a total of 83,314 Equity Incentive Units (“Units”). The Units issued under the Predecessor Plan participated in the increase in value of the Predecessor but were not eligible to receive any distributions until the preferred unitholders received an amount equal to the gross income or gain of the LLC, up to the amount of the aggregate preferred unpaid yield in cases where it was payable, the preferred unit additional amount, until the aggregate preferred unpaid yield as of the time of distribution had been paid in full; and 2) the preferred unitholders received an amount equal to the aggregate preferred unreturned capital with respect to the preferred units. Units vested according to a vesting schedule established by the Committee, generally over a five-year period.

The Units included within the Predecessor Plan were subject to certain time-based vesting. Twenty percent (20%) of the Units vested on the first anniversary of the vesting commencement date and eighty percent (80%) of the Units subject to the grant agreement vested in 48 equal monthly installments with the first installment vesting on the last day of the first full calendar month after the first anniversary of the vesting commencement date and each successive monthly installment vesting and on the last day of each successive calendar month thereafter.

In addition to the time-based vesting outlined above, the units are also subject to a performance condition. The units granted under the Predecessor Plan are eligible to receive distributions from the Predecessor after time-based vesting conditions have been achieved. Distributions from the Predecessor to Unitholders can take place when certain circumstances and events occur as defined within the plan. Management does not believe distributions are probable to occur to Unitholders under the Predecessor Plan unless there is a change in control event, and therefore there is a performance condition that change in control must occur for the Units to achieve “exercisability” and receive value for the units held.

Unvested interests are forfeited for no consideration upon termination. Predecessor also has the right, but not the obligation (the “Repurchase Option”) to repurchase or redeem all or any portion of the equity incentive units from a Unitholder in the event that they cease to be employed by the LLC or any of its Subsidiaries for any reason or no reason. In the event the Repurchase Option is exercised, the equity incentive units are subject to repurchase by the Company at a per unit price equal to the lower of (i) the per unit price at which the equity incentive units were acquired by the Unitholder or (ii) the per unit fair market value as of the date of delivery of a written notice.    The Predecessor could exercise the Repurchase Option by sending the written notice to the Unitholder at any time commencing on such Unitholder’s termination date and ending 180 days after such Termination Date. These units did not have a maximum contractual life, as such these units do not expire. For the year ended December 31, 2019, the Company granted 7,648 Units.

The Option-Pricing method using the Black-Scholes model has been used to determine the grant date fair value of the awards. The grant date fair values were determined based on the following pricing models and inputs:

	December 31,
	2019
Pricing model	Black—Scholes
Risk-free interest rate(1)	2.71%
Expected stock price volatility(2)	36.0%
Dividend yield	0.0%
Expected exercise term (in years)(3)	3.25
Marketability Discount(4)	20%

F-41

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(1) Based on five-year U.S. Treasury Security yields, which is consistent with expected term.

(2) In projecting expected stock price volatility, Predecessor considered the trading activity of the stock prices of comparable public companies

(3) Predecessor estimated the expected exercise term based upon the timing of a potential liquidity event date

(4) Predecessor estimated marketability discount based on varying volatilities exhibited of comparable public companies

The Units were not probable of vesting as of December 31, 2019; as such, no expense was recorded in the Predecessor’s financial statements for these units for the year ended December 31, 2019.

A following table summarizes the activity for the Predecessor Plan for the year ended December 31, 2019 (dollar amounts are not in thousands):

	Units			Weighted Average Grant Date Fair Value Per Unit
Outstanding, January 1, 2019		75,991		$	646
Granted		7,648			714
Forfeited		(1,015	)		714
Outstanding, December 31, 2019		82,624		$	652

No Units were vested as of December 31, 2019. As the Units do not have an exercise price, the instruments do not have intrinsic value.

The terms of the Predecessor Plan required the acceleration of vesting for Units upon a change in control. On January 6, 2020, the Predecessor’s Committee approved the acceleration of vesting for outstanding Units, the effect of which took place immediately prior to the January 8, 2020 Transaction. The Predecessor’s Committee, at the same time, also approved the cancellation of any remaining unvested awards and terminated the Predecessor Plan. The vesting was accelerated upon a change in control and, pursuant to accounting guidance governing such transactions, the Predecessor Company recorded incremental stock-based compensation expense of $198.9 million, which is recorded on the black line. The modification of the Predecessor Plan resulted in accelerated vesting for 82,624 Units, which were held by 71 employees, 6 directors, and 1 contractor.    

Note 8. Preferred Units

As of December 31, 2019, the Predecessor had authorized Preferred Units. In connection with the Predecessor’s recapitalization in 2016, 80,000 Preferred Units and 15,203 Common Units were issued to a unitholder in exchange for $80.0 million. The financial statements reflect the allocation of $64.8 million of Preferred Units and $15.2 million of Common Units based on their relative fair values.

The Preferred Units are presented in the financial statements at the discounted value and are not being accreted to their face value as there was no probable event expected that would require amortization of the discount.

Voting: Preferred Units are not entitled to voting privileges.

Preemptive Rights: Preferred Units have no preemptive rights.

Preferred Return: The Preferred Units are allocated an amount of the Predecessor’s gross income as determined for U.S. federal income tax purposes (including any gain from the disposition of the Predecessor’s assets) up to

F-42

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

an amount that would equal the cumulative amount of a per annum cumulative dividend (accruing on a daily basis and compounded on the last day of each calendar quarter beginning from last day of the calendar quarter in which the Preferred Units are issued) at a rate (the “Preferred Yield Rate”) equal to (i) 10.00% until the 7th anniversary of the Closing and (ii) Libor + 900, with such spread increased on the 8th anniversary of the Closing and on each anniversary thereafter by 200 bps per year up to a maximum of Libor + 1700 (the “Cumulative Preferred Yield”). “Libor” will be 3-month Libor as determined in the manner set forth in the Company’s senior debt documents immediately after the Closing, subject to a Libor floor of 1.00%.

Redemption: All, but not less than all, the Preferred Units are redeemable at par plus accrued dividends at the sole option of the Predecessor at any time. If, under certain conditions, the Preferred Units are redeemed before the 5th anniversary of August 15, 2016, in addition to the amounts set out above, the Preferred Holders will receive a make-whole premium, which will be equal to the net present value of the cumulative dividend that would accrue on the Preferred Units (assuming a Preferred Yield Rate of 10%) from the redemption date through the 5th anniversary of the Closing discounted to the redemption date on a quarterly basis at a rate equal to Libor (as defined above) + 450 bps (the “Make-Whole Premium”). The Make-Whole Premium would be allocated to the Preferred Units out of the Company’s gross income to the extent of such gross income. The Make-Whole Premium does not apply to a Change of Control transaction, as described below.

Change of Control, Initial Public Offering (IPO): All, but not less than all, the Preferred Units are redeemable at the option of the Predecessor or the Preferred Holders at par of $1,000 per unit plus accrued dividends at any time upon a Change of Control or upon a Qualified IPO (with respect to the Predecessor) or upon an IPO (with respect to the Preferred Holders). Change of Control shall include Predecessor no longer having the ability to nominate the majority of the votes on the Board of Managers, a sale of substantially all the Predecessor’s assets and a sale by existing investors of in excess of 50% of the equity held by such investors. For the avoidance of doubt, no Make-Whole Premium will be payable with respect to a redemption occurring either upon a Change of Control or upon a Qualified IPO.

The redemption preference provisions of the Preferred Units are considered contingent redemption provisions as there are certain elements that are not solely within the control of the Predecessor. These elements primarily relate to a Change of Control or upon a Qualified IPO. As a result, the Predecessor considered the Preferred Units as redeemable and has classified the Preferred Units outside of members’ equity in the mezzanine section of the Consolidated Balance Sheet as of December 31, 2019. Additionally, the Predecessor evaluated the probability of the Preferred Units being redeemed outside the Company’s control and determined that it was not probable as of December 31, 2019. As such, an adjustment to the initial carrying amount of the Preferred Units is not necessary as of December 31, 2019.

All outstanding Preferred Units were redeemed for $111.9 million in connection with the closing of the Transaction on January 8, 2020.

Note 9. Earnings (loss) per Share/Unit

Successor

The following table sets forth the computation of the Company’s basic and diluted net loss per share:

(IN THOUSANDS EXCEPT PER SHARE AND SHARE DATA)
	December 31, 2020 Successor
Net loss	$	(95,274)
Weighted average basic and diluted shares outstanding		330,534,874
Basic and diluted net loss per share	$	(0.29)

F-43

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The basic and diluted net (loss) per share amounts and weighted average common shares outstanding of the Successor in the accompanying Consolidated Statement of Operations for the year ended December 31, 2020 (and the table above) have been revised from the amounts previously reported to present actual historical basic and diluted net (loss) per share of the Successor for the period then ended, as required by ASC 260, rather than the previously reported pro forma amounts that are expected to be presented in accordance with Regulation S-X Article 11 immediately prior to the effective date of the Successor’s planned initial public offering of its common stock. The correction of this presentation error had no impact on the Successor’s previously reported consolidated net (loss) and comprehensive (loss) for the year ended December 31, 2020.

For the fiscal year ended December 31, 2020, a total of 1,334,762 Class B Incentive Units were not included in the computation of weighted average diluted units outstanding as the effect would be anti-dilutive. The Class B Incentive Units represent participating securities to the extent they are vested; however, no losses have been allocated to the Class B Incentive Units during the period ended December 31, 2020 because they do not have a contractual obligation to share in losses.

On July 26, 2021, the Company effected a 330,000 for 1 forward stock split of the Company’s common stock. All shares and per share information presented in the financial statements have been adjusted to reflect the stock split on a retroactive basis for all periods presented. There was no change in the par value. On July 26, 2021, the Company increased the authorized shares of common stock, par value $0.01 per share to 1,000,000,000 shares.

Predecessor

The following table sets forth the computation of the Company’s basic and diluted net income per unit:

(IN THOUSANDS EXCEPT PER UNIT AND UNIT DATA)
	December 31, 2019
	Predecessor
Net income	$	18,193
Minus: Preferred dividends		(10,501	)
Income available to common unitholders	$	7,692
Weighted average basic and diluted units outstanding		610,971
Basic and diluted net income (loss) per unit	$	12.59

For the fiscal year ended December 31, 2019, a total of 79,566 Units were not included in the computation of weighted average diluted units outstanding as the effect would be anti-dilutive.

F-44

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 10. Long-Term Debt

Debt Consisted of the following (in thousands):

(IN THOUSANDS)	Successor			Predecessor
	December 31, 2020			December 31, 2019
Successor First Lien Term Loan, matures January 8, 2027, LIBOR plus 4.00%, subject to a LIBOR floor of 1.00%, or base rate (with a floor of 1.00%) plus 3.0%, with an effective rate of 5.00%	$	1,065,024		$	—
Successor Second Lien Term Loan, matures January 8, 2028, Applicable rate of 9.00%		345,000			—
Predecessor First Lien Term Notes, matures August 15, 20221		—			510,190
Predecessor Second Lien Term Notes, matures August 15, 20232		—			172,700
Less: Unamortized debt discount and issuance costs		(42,698	)		(9,897	)
Total debt, net		1,367,326			672,993
Less: Long-term debt current portion		(10,704	)		(5,325	)
Long term debt net of current portion and discount	$	1,356,622		$	667,668

¹  At the Predecessor’s option, interest on the Predecessor First lien term notes is determined under one of the two methods. The first method was LIBOR, plus a term loan LIBOR margin of 5.0%, and which shall not be less than 1.0%. The second method was based on the greater of: A) (i) the Prime Rate or (ii) the Federal Funds Rate plus 0.50%, or B) the one-month LIBOR rate, but not less than 1.0%, plus 1.0% plus a term loan index margin of 3.25%.

²  At the Predecessor’s option, the interest on the Predecessor Second Lien Term Notes is determined under one of two methods. The first method was based on the greater of 1.0% or the Bloomberg L.P.’s published LIBOR plus a term loan LIBOR margin of 9.0%. The second method is based on the greater of: A) (i) the Prime Rate or (ii) the Federal Funds Rate plus fifty basis points, or B) the one month LIBOR rate, but not less than 1.0%, plus 1.0% plus a term loan index margin of 7.25%.

Successor Credit Facilities

As part of the close of the Transaction on January 8, 2020, the Company issued $920.0 million of term loans (“Successor First Lien Term Loan”) under the First Lien Credit Agreement (“Successor First Lien Credit Facility”) and $345.0 million of term loans (“Successor Second Lien Term Loan”) issued under the Second Lien Credit Agreement (“Successor Second Lien Credit Facility”). As part of close of the Transaction, all outstanding obligations under the Predecessor First Lien Credit Facility (as defined below) and the Predecessor Second Lien Credit Facility (as defined below) were repaid.

Successor First Lien Credit Facility

On January 8, 2020, the Company entered into the Successor First Lien Credit Facility with Barclays Bank PLC as administrative agent, collateral agent and lender, and various other lender parties, providing for: (1) term loans of $920.0 million; and (2) revolving credit loans of up to $125.0 million (“Successor Revolving Credit Facility”). The Successor First Lien Credit Facility may also be used for swing-line loans up to $30.0 million and letters of credit up to $20.0 million (both, together and with revolving credit loans, not to exceed total revolving commitments of $125.0 million), from time to time, subject to certain limitations described below.

Successor First Lien Term Loan

The Successor First Lien Term Loan requires quarterly interest payments and quarterly principal payments of $2.3 million and matures on January 8, 2027. Interest on Successor First Lien Term Loan accrues at an interest

F-45

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

rate per year equal to the LIBOR rate (with a floor of 1.0%) plus 4.0% or base rate (with a floor of 1.0%) plus 3.0%, dependent upon the type of borrowing requested by the Company. To date, the Company has elected to calculate interest on the outstanding balance at LIBOR rate plus 4%.

On November 2, 2020, the Company entered into an amendment to the Successor First Lien Credit Facility, which increased the borrowings under the Successor First Lien Term Loan by $150.0 million (the “incremental loan facility”) to $1.1 billion. The proceeds of the incremental term loan facility were used to fund the acquisition of Trifecta, to pay certain fees, costs and other expenses in connection with the Trifecta acquisition and for general corporate purposes. The terms and provisions of the incremental term loan facility are the same as the Company’s Successor First Lien Term Loan.

Successor Revolving Credit Facility

As of December 31, 2020, $125.0 million is available for borrowing under the Successor Revolving Credit Facility, subject to certain financial covenants.

The maturity date of loans made under the Successor Revolving Credit Facility is January 8, 2025. Interest on loans made under the Successor Revolving Credit Facility accrues at an interest rate per year equal to the LIBOR rate plus 4.0% or base rate plus 3.0%, dependent upon the type of borrowing requested by the Company. There is no LIBOR floor associated with loans made under the Successor Revolving Credit Facility. The interest rate for loans made under the Successor Revolving Credit Facility is subject to change in increments of 0.25% depending on the Company’s net leverage ratio. There is a commitment fee of 0.50% on unused portions of the Successor Revolving Credit Facility. The commitment fee is subject to change in increments of 0.125% depending on the Company’s net leverage ratio.

Borrowings under the Successor First Lien Credit Facility may be prepaid by the Company, in whole or in part, without premium or penalty. Beginning 2021, the Company will be required to prepay outstanding amounts upon realizing (subject to exceptions and qualifications) excess cash flows from operations, proceeds from asset disposal or casualty events, incurring debt not otherwise permitted, and upon events of default or illegality. If, as of certain dates (in accordance with the Successor First Lien Credit Facility), the Borrower’s revolving credit loans, swing-line loans, and letters of credit under the Successor First Lien Credit Facility exceed 35% of the outstanding revolving commitments, the Borrower would be subject to a financial covenant. Such financial covenant requires the Borrower to maintain a specified consolidated ratio of 8.00:1.00 of total net first lien indebtedness to EBITDA (as calculated in accordance with the Successor First Lien Credit Facility). As of December 31, 2020, the financial covenant was not tested since the Borrower’s revolving credit loans, swing-line loans, and letters of credit were 0% of the outstanding revolving commitments.

On June 26, 2020, the Company purchased an interest rate cap (the “Interest Rate Cap”) to protect against increases in LIBOR above 1.0% on $917.7 million of notional. The Interest Rate Cap settles every 3 months if LIBOR exceeds 1.0%, with the Company receiving a payment equal to such rate differential, if any, with respect to the notional. The Interest Rate Cap terminates on October 8, 2023. The Company paid a premium of $1.3 million for the Interest Rate Cap.

The Interest Rate Cap is recorded on the Company’s Consolidated Balance Sheets at estimated fair value and the changes in fair value are included in interest expense in the Consolidated Statements of Operations. At December 31, 2020, the estimated fair value of the Interest Rate Cap was $0.5 million recorded in Other Current Assets on the Consolidated Balance Sheet. The interest rate caps are classified as Level 2 in the fair value hierarchy.

Successor Second Lien Credit Facility

On January 8, 2020, the Company entered into the Successor Second Lien Credit Facility with Wilmington Trust, National Association as administrative agent and collateral agent, and lender parties, providing for a term loan of

F-46

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

$345.0 million (“Successor Second Lien Term Loan”). The Successor Second Lien Term Loan bears an interest rate of 9% per annum paid quarterly and has a maturity date of January 8, 2028.

The Successor Second Lien Term Loan requires quarterly interest payments and does not require principal payment until maturity. The Company must pay a premium if prepaying amounts owed under the term loan prior to 2024, and no premium thereafter. The Company may prepay the Successor Second Lien Term Loan at 109% of par prior to January 8, 2022, at 104.5% of par prior to 2023 and at 102.25% of par prior to 2024. Further, if the Company prepays the Successor Second Lien Term Loan prior to January 8, 2022, the Company will also be required to pay any future scheduled interest on the Successor Second Lien Term Loan due from the prepayment date until January 8, 2022. The Borrower will be required to prepay outstanding amounts, including prepayment premiums in certain cases, upon realizing (subject to exceptions and qualifications) proceeds from asset disposal or casualty events, incurring debt not otherwise permitted, and upon events of default or illegality. The Company has assessed the likelihood of these events occurring to be remote as of December 31, 2020.

The fair value of the Successor Second Lien Term Loan is approximately $439.8 million as of December 31, 2020.

Obligations under the Successor First Lien Credit Facility and Successor Second Lien Credit Facility are secured by all of the Company’s assets and guaranteed by most of the Company’s subsidiaries, including any future material subsidiaries that are required to guarantee obligations under the Successor First Lien Credit Facility, as well as WCG Purchaser Intermediate Corp., the Company’s direct subsidiary. The credit facilities contain customary representations and warranties, affirmative and negative covenants (subject, in each case, to exceptions and qualifications) and events of defaults, including covenants that restrict the Company’s ability and the ability of its subsidiaries to, among other things, incur additional indebtedness or issue disqualified stock, pay dividends and make other restricted payments (including restricted investments), sell assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets.

As of December 31, 2020, principal payments scheduled to be made on the Company’s debt obligations are as follows (in thousands):

(IN THOUSANDS)
2021	$	10,704
2022		10,704
2023		10,704
2024		10,704
2025		10,704
Thereafter		1,356,505
Total debt principal payments	$	1,410,025

Predecessor Credit Facilities

Predecessor First Lien Credit Facility

On August 15, 2016, the Predecessor entered into the First Lien Credit Agreement (“Predecessor First Lien Credit Facility”) led by Golub Capital Markets. The Predecessor First Lien Credit Facility provided for Term Notes of $320.0 million (“Predecessor First Lien Term Notes”) and a revolving line of credit of up to $30.0 million (“Predecessor Revolving Credit Facility”).

At the Predecessor’s option, the interest on the Predecessor First Lien Term Notes was determined under one of two methods. The first method was LIBOR, plus a term loan LIBOR margin of 5.0%, and which shall not be less

F-47

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

than 1.0%. The second method was based on the greater of: A) (i) the Prime Rate or (ii) the Federal Funds Rate plus 0.50%, or B) the one-month LIBOR rate, but not less than 1.0%, plus 1.0% plus a term loan index margin of 3.25%. At December 31, 2019, the effective interest rate was 6.10%.

On March 15, 2017, the Predecessor entered into the First Incremental Amendment to the Predecessor First Lien Credit Facility under which an additional $81.0 million was added to the credit facility in order to fund the acquisition of ThreeWire, Inc.

On March 29, 2017, the Predecessor entered into the Second Incremental Amendment to the Predecessor First Lien Credit Facility under which an additional $34.5 million was added to the credit facility, in order to fund the acquisition of MedAvante-ProPhase, Inc.

On March 5, 2018, the Predecessor drew $24.9 million from its Predecessor Revolving Credit Facility to partially fund the acquisition of Applied Clinical Intelligence, LLC.

On March 30, 2018, the Predecessor completed the First Lien Amended and Restated Credit Agreement. In the transaction, the Predecessor added a $125.0 million delayed draw term loan, of which $25.0 million was funded at closing to repay the $24.9 million drawn on the revolving line of credit. This amendment also increased the Predecessor Revolving Credit Facility by $10.0 million to $40.0 million and reduced the applicable interest margin by 0.75% from 5.00% to 4.25%.

The Predecessor made the following draws on the delayed draw term loan under the Predecessor First Lien Credit Facility:

• On December 10, 2018, the Predecessor drew $10.0 million to fund the acquisition of Velos, LLC

• On April 1, 2019, the Predecessor drew $14.0 million to fund the acquisition of Analgesic Solutions

• On August 1, 2019, the Predecessor drew $40.0 million to fund the acquisition of PharmaSeek

On April 12, 2018, the Predecessor purchased an interest rate cap transaction (the “Predecessor First Lien Interest Rate Cap”) on its Predecessor First Lien Credit Facility, to protect against increases in LIBOR above 3.5% on $454.5 million of notional. The Interest Rate Cap settles every month if LIBOR exceeds 3.5%, with the Predecessor receiving a payment equal to such rate differential with respect to the notional. The Interest Rate Cap terminates on October 31, 2020. The Predecessor paid a premium of $0.5 million for the Interest Rate Cap.

Under the Predecessor First Lien Credit Facility, the Company must pay a 1% premium if they repay, refinance or replace the Term Loan before February 15, 2017 upon an incurrence of any new or additional loan. After February 15, 2017, or not upon an incurrence of a new or additional loan, the debt may be prepaid by the Predecessor, in whole or in part, without premium or penalty. The Predecessor will be required to prepay outstanding amounts upon realizing (subject to exceptions and qualifications) excess cash flows from operations, an incurrence of indebtedness, proceeds from an asset disposition or insurance/condemnation event and upon an event of default or illegality. Further, the Predecessor First Lien Credit Facility includes a financial covenant that required the Predecessor to maintain a specified consolidated ratio of total indebtedness to EBITDA (as calculated in accordance with the Predecessor First Lien Credit Facility). As of December 31, 2019, the Predecessor was in compliance with this covenant.

Predecessor Second Lien Credit Facility

On August 15, 2016, the Predecessor entered into the Second Lien Credit Agreement (“Predecessor Second Lien Credit Facility”) led by Guggenheim Corporate Funding. The Predecessor Second Lien Credit Facility provided for term notes of $94.0 million (“Predecessor Second Lien Term Notes”).

F-48

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

At the Predecessor’s option, the interest on the Predecessor Second Lien Term Notes is determined under one of two methods. The first method was based on the greater of 1.0% or the Bloomberg L.P.’s published LIBOR plus a term loan LIBOR margin of 9.0%. The second method is based on the greater of: A) (i) the Prime Rate or (ii) the Federal Funds Rate plus fifty basis points, or B) the one month LIBOR rate, but not less than 1.0%, plus 1.0% plus a term loan index margin of 7.25%. At December 31, 2019, the effective rate was 10.10%.

On March 29, 2017, the Predecessor entered into the First Incremental Amendment to the Predecessor Second Lien Credit Facility where an additional $78.7 million was added to the credit facility, in order to fund the acquisition of MedAvante-ProPhase, Inc.

On March 30, 2018, the Predecessor completed the Second Lien Amended and Restated Credit Agreement. In the transaction, the Predecessor reduced the applicable interest rate margin by 0.75% from 9.00% to 8.25%.

On April 12, 2018, the Predecessor purchased an interest rate cap transaction (the “Predecessor Second Lien Interest Rate Cap”) on its Predecessor Second Lien Credit Facility, to protect against increases in LIBOR above 3.5% on $172.7 million of notional. The Predecessor Interest Rate Cap settles every month if LIBOR exceeds 3.5%, with the Company receiving a payment equal to such rate differential with respect to the notional. The Predecessor paid a premium of $0.2 million for the Predecessor Second Lien Interest Rate Cap.

The Interest Rate Caps were recorded on the Predecessor’s Consolidated Balance Sheets at estimated fair value and the changes in fair value are included in interest expense in the Consolidated Statements of Operations. At December 31, 2019, the estimated fair value of the Predecessor Interest Rate Cap was not material. The interest rate caps are classified as Level 2 in the fair value hierarchy.

The Company must pay a premium if prepaying amounts owed under the term loan prior to 2018, and no premium thereafter. The Company may prepay the term loan at 103% of par prior to August 15, 2017, at 102% of par prior to 2018 and at 101% of par prior to 2019. The Company will be required to prepay outstanding amounts upon realizing (subject to exceptions and qualifications) excess cash flows from operations, an incurrence of indebtedness, proceeds from an asset disposition or insurance/condemnation event and upon an event of default or illegality. Further, the Predecessor Second Lien Credit Facility includes a financial covenant that requires the Company to maintain a specified consolidated ratio of total indebtedness to EBITDA (as calculated in accordance with the Predecessor Second First Lien Credit Facility). As of December 31, 2019, the Company was in compliance with this covenant.

As of December 31, 2019, $50.0 million was outstanding, on the line from letters of credit outstanding on the Predecessor’s leased office space in Needham, MA. This letter of credit was cancelled in January 2020.

The term notes outstanding were secured by all the assets of the Predecessor and guaranteed by most of the Predecessor’s subsidiaries. The credit agreement required the Predecessor to meet certain financial covenants. As of December 31, 2019, the Predecessor was in compliance with these covenants.

On January 8, 2020, as part of the Transaction, the Predecessor First Lien Credit Facility and Predecessor Second Lien Credit Facility were paid off using the proceeds from the Transaction and the Predecessor First Lien Interest Rate Cap and the Predecessor Second Lien Interest Rate Cap agreements were terminated.

F-49

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 11. Income Taxes

The Company’s (Loss) Income before provision of income taxes were as follows for the years ended December 31, 2020 and 2019:

	Successor			Predecessor
(IN THOUSANDS)	Year Ended December 31,
	2020			2019
(Loss) Income before provision of income taxes
Domestic	$	(134,766	)	$	17,315
Foreign		588			599
Total (Loss) Income before provision of income taxes	$	(134,178	)	$	17,914

The Company’s income tax (benefit) consists of the following for the years ended December 31, 2020 and 2019:

	Successor			Predecessor
(IN THOUSANDS)	Year Ended December 31,
Income tax (benefit)	2020			2019
Current
Federal	$	(15,557	)	$	10,655
State		1,707			3,983
Foreign		184			164
Deferred
Federal		(18,034	)		(12,044	)
State		(7,204	)		(3,037	)
Total income tax (benefit)	$	(38,904	)	$	(279	)

The reconciliation of the income tax (benefit) to the amounts computed using the federal statutory rates applied to pretax income is as follows for the years ended December 31, 2020 and 2019:

	Successor			Predecessor
(IN THOUSANDS)	Year Ended December 31,
	2020			2019
Income tax (benefit) reconciliation
Income tax provision at the applicable rate of 21 percent	$	(28,177	)	$	3,762
Non-deductible transaction costs		1,050			636
Other non-deductible costs		1,363			176
State income taxes		(6,017	)		291
R&D credit		(137	)		(345	)
Change in valuation allowance		—			(3,803	)
Rate change		(5,588	)		(1,286	)
Other adjustments		(1,398	)		290
Total Income tax (benefit)	$	(38,904	)	$	(279	)

F-50

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The nature of the Company’s deferred tax assets and liabilities are as follows:

	Successor			Predecessor
(IN THOUSANDS)	Year Ended December 31,
	2020			2019
Deferred Tax Assets
Accrued expenses	$	4,523		$	3,000
Lease liability		10,227			—
Deferred revenue		589			45
Interest expense limitation		4,828			9,406
Net operating losses		10,080			7,759
Total deferred tax assets prior to valuation allowance		30,247			20,210
Valuation Allowance		(1,018	)		(3,076	)
Total deferred tax assets	$	29,229		$	17,134
Deferred Tax Liabilities
Intangible assets	$	(380,468	)	$	(25,248	)
Fixed assets		(13,826	)		(8,788	)
Right of use assets		(8,224	)		—
Deferred commission costs		(1,176	)		—
Other deferreds		(201	)		(464	)
Total deferred tax liabilities		(403,895	)		(34,500	)
Deferred tax liabilities, net	$	(374,666	)	$	(17,366	)

There is no liability recorded for uncertain tax positions, nor was there tax expense or interest expense related to uncertain positions recorded for the years ended December 31, 2020 or December 31, 2019.

As of December 31, 2020, the Company has available federal and state net operating loss carryforwards of approximately $9.3 million and $124.4 million, respectively, some of which are subject to limitation on their utilization. Approximately $2.2 million of these federal net operating losses expire in various years between fiscal 2036 and fiscal 2037. Approximately $7.1 million of these federal net operating losses can be carried forward indefinitely (without expiration). The Tax Cuts and Jobs Act changed the Federal net operating carryforward and carryback rules to only allow net operating losses generated after December 31, 2017 to be carried forward indefinitely (without expiration). Net operating losses generated prior to December 31, 2017 will follow the previous set of rules that allow net operating losses to be carried back two years and forward twenty years. States have not uniformly adopted these new net operating loss rules and the treatment will vary from state to state. The state net operating losses expire in various years between fiscal 2021 and fiscal 2040. Finally, we have interest expense carryforwards that can be carried forward indefinitely (without expiration).

The Company has recorded a valuation against certain deferred tax assets. The valuation allowance decreased by $2.1 million during the year ended December 31, 2020 and decreased by $4.3 million during the year ended December 31, 2019. The decrease for the year ended December 31, 2020 includes a valuation allowance reduction due to the reassessment of the Company’s ability to realize some of its deferred tax assets, primarily related to the interest expense limitation. This adjustment was made as part of the Company’s opening balance sheet considerations and is reflective of the new tax consolidated group that was created. Accordingly, $2.1 million was made as an adjustment to the opening goodwill. This reduction is driven by the existence of sufficient taxable income of the appropriate character within the carryback and carryforward period available. A majority of the valuation allowance relates to tax assets in existence as of the opening balance sheet. Any

F-51

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

subsequent reduction of that portion of the valuation allowance and the recognition of the associated tax benefits will be recorded to our provision for income taxes subsequent to our final determination of the valuation allowance or the conclusion of the measurement period, whichever comes first.

The Company or one of its subsidiaries files income tax returns in the U.S. and various state and foreign jurisdictions. With few exceptions, the Company is generally no longer subject to U.S. federal, state and foreign tax examinations by tax authorities for years before 2017, 2016 and 2014, respectively. Based on the Company’s assessment of many factors, including prior experience and complex judgements about future events, the Company does not currently anticipate significant changes in its uncertain tax positions on the consolidated balance sheet over the next 12 months other than expiration of statutes of limitations.

We do not provide for a U.S. income tax liability and foreign withholding taxes on undistributed foreign earnings of our foreign subsidiaries as we consider those earnings to be permanently reinvested. It is not practicable for us to calculate the amount of unrecognized deferred tax liabilities associated with these earnings.

On March 27, 2020, the President of the United States signed into law the Coronavirus Aid, Relief, and Economic Security Act (also known as the CARES Act), a stimulus package intended to help mitigate the economic devastation caused by the coronavirus. The CARES Act includes changes to the tax treatment of business net operating losses (NOLs) for corporations. The 2017 Tax Cuts and Jobs Act tax reform legislation previously limited NOLs to 80% of taxable income in any one tax period. The CARES Act temporarily removes the 80% limit for taxable years beginning before 2021 to allow an NOL carryforward to fully offset a corporation’s income. The CARES Act also allowed employers to defer remittance of FICA payroll taxes generated in the 2020 tax year, to be paid 50% by 12/31/2021 and 50% by 12/31/2022. The Company generated $3.9 million in FICA payroll taxes in the 2020 tax year that will be remitted in equal installments on December 31, 2021 and December 31, 2022.

Note 12. Internal-use Software, Equipment and Leasehold Improvements

The following table consist of Internal-use software, equipment and leasehold improvements at December 31, (in thousands):

(IN THOUSANDS)
	Successor 2020			Predecessor 2019
Internal-use software	$	60,228		$	57,292
Equipment		16,306			23,536
Furniture and fixtures		4,963			6,452
Leasehold improvements		11,973			13,217
Assets under capital lease		—			—
Total internal-use software, equipment and leasehold improvements, gross		93,470			100,497
Less accumulated depreciation and amortization		(33,210	)		(54,135	)
Total Internal-use software, equipment and leasehold improvements (exclusive of construction in progress), net		60,260			46,362
Construction in progress		11,085			9,335
Total internal-use software, equipment and leasehold improvements, net	$	71,345		$	55,697

Depreciation and amortization expense related to internal-use software, equipment, and leasehold improvements was $33.8 million and $21.0 million for the years ended December 31, 2020 (Successor) and December 31, 2019

F-52

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(Predecessor), respectively. Amortization expense related to assets under capital lease prior to the adoption of ASC 842 is included within Depreciation and amortization expense and was $0.2 million for the year ended December 31, 2019 (Predecessor).

In early 2020, the Company made a strategic decision to abandon certain capital assets and activities that no longer fit the Company’s core objectives. Accordingly, depreciation and amortization expense includes accelerated depreciation and amortization of $0.1 million due to the decision to abandon these capital assets and activities.

Note 13. Goodwill and Intangibles

The following table presents the Company’s intangible assets (other than goodwill) and the related amortization:

(IN THOUSANDS)
December 31, 2020—Successor	Weighted Average Amortization Period (Years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets subject to amortization:
Noncontractual customer relationships		15	$	1,472,200	$	(91,826	)	$	1,380,374
Developed technology		6		98,828		(10,199	)		88,629
Patents and trade names		10		47,187		(4,136	)		43,051
Contractual customer relationships		3-7		175,000		(43,949	)		131,051
Others		3-6		73,572		(12,546	)		61,026
			$	1,866,787	$	(162,656	)	$	1,704,131

(IN THOUSANDS)
December 31, 2019—Predecessor	Weighted Average Amortization Period (Years)		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Intangible assets subject to amortization:
Noncontractual customer relationships		8	$	223,485	$	(114,098	)	$	109,387
Developed technology		4-8		35,719		(24,064	)		11,655
Patents and trade names		10		57,371		(11,759	)		45,612
Contractual customer relationship		3-4		19,120		(15,409	)		3,711
Others		3-5		7,053		(4,848	)		2,205
			$	342,748	$	(170,178	)	$	172,570

Amortization expense related to finite-lived intangible assets was $171.9 million and $43.6 million for the years ended December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively.

F-53

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Estimated aggregate annual amortization expense related to finite-lived intangible assets for each of the succeeding five years and thereafter is as follows:

(IN THOUSANDS)
Year ending December 31,
2021	$	180,255
2022		180,151
2023		146,554
2024		146,107
2025		139,344
Thereafter		911,720
Total amortization expense	$	1,704,131

In connection with an effort to better optimize the Company’s operating structure, the Company recorded a $4.6 million impairment loss during the year ended December 31, 2020 (Successor) due to our abandonment of certain capital assets and activities that no longer fit the Company’s core objectives. The impairment loss is included within selling, general and administrative expenses in the Company’s Statement of Operations for the year ended December 31, 2020 (Successor). No impairment loss was recorded for year ended December 31, 2019 (Predecessor).

The changes in the carrying amount of goodwill for the periods indicated were as follows:

(IN THOUSANDS)
Predecessor
Balance, December 31, 2018	$	422,185
Goodwill addition—Analgesic Solution		13,849
Goodwill addition—WCG CSO Consulting		1,350
Goodwill addition—PharmaSeek		16,887
Goodwill addition—SCI		12,627
Measurement period adjustments related to Velos assumed working capital		322
Measurement period adjustments related to WCG Conferences Velos assumed working capital		33
Balance, December 31, 2019	$	467,253
Successor
Balance, January 1, 2020		—
Goodwill addition—the Transaction		1,644,777
Goodwill addition—Trifecta		63,613
Goodwill addition—Other		150
Measurement period adjustments related to SCI assumed working capital		(61	)
Measurement period adjustments related to the Transaction		(742	)
Balance, December 31, 2020	$	1,707,737

F-54

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

The following table presents the Company’s goodwill allocated to each of the Company’s reporting units:

(IN THOUSANDS)
	December 31, 2020 (Successor)		December 31, 2019 (Predecessor)
ER	$	1,096,658	$	127,306
CTS		611,079		339,947
Total Goodwill	$	1,707,737	$	467,253

Note 14. Employee Benefit Plan

The Company, through its subsidiaries, sponsors a defined contribution 401(k) plan covering the employees of the individual subsidiaries.

The Company makes matching contributions to the plan for employees who meet certain eligibility requirements. Plan expense was $4.3 million and $3.6 million for the years ended December 31, 2020 (Successor) and December 31, 2019 (Predecessor), respectively.

Note 15. Commitments and Contingencies

Litigation

Occasionally, the Company becomes involved in claims and legal proceedings. These proceedings are, in the opinion of management, ordinary routine matters incidental to the normal business conducted by the Company. In the opinion of management and the Company’s internal legal counsel, such proceedings are substantially covered by insurance, and the ultimate disposition of such proceedings would not be expected to have a material adverse effect on the Company’s consolidated financial position, operating results or cash flows.

Employment Agreements

The Company has employment agreements with several senior executives; such agreements provide for incentive compensation and severance provisions that include compensation and noncompetition agreements. Each employment agreement provides that employment is at-will and, therefore, may be terminated by either party that may require compensation payments. For more information on such employment agreements, please see “Executive Compensation Arrangements—Employment Agreements.”

F-55

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Note 16: Condensed Financial Information of Registrant (Parent Company Only)

WCG Clinical, Inc.

Parent Company Only

Condensed Balance Sheets

(in thousands)

	Successor			Predecessor
	December 31,
	2020			2019
ASSETS
Current Assets
Cash	$	—		$	—
Total Current Assets		—			—
Investment in Subsidiaries		1,938,258			74,164
Total Assets	$	1,938,258		$	74,164
LIABILITIES AND MEMBERS’ EQUITY/STOCKHOLDERS’ EQUITY
Current Liabilities	$	—		$	—
Total Current Liabilities		—			—
Total Liabilities		—			—
Redeemable preferred units; liquidation preferences of $111,700 at December 31, 2019		—			64,797
MEMBERS’ EQUITY
Common units, no par value; unlimited units authorized; 610,971 issued and outstanding at December 31, 2019		—			65,476
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 333,262,731 issued and outstanding at December 31, 2020		3,333			—
Additional paid-in capital		2,030,356			—
Accumulated deficit		(95,274	)		(56,319	)
Accumulated other comprehensive (loss) income		(157	)		210
Total Members’ Equity/Stockholders’ Equity		1,938,258			9,367
Total Liabilities, Redeemable Preferred Units, and Members’ Equity/Stockholders’ Equity	$	1,938,258		$	74,164

F-56

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

WCG Clinical, Inc.

Parent Company Only

Condensed Statements of Operations

(in thousands)

	Successor			Predecessor
	Year Ended December 31,
	2020			2019
Revenues	$	—		$	—
Cost of Revenues (exclusive of depreciation and amortization)		—			—
Operating Expenses		—			—
Total Operating Expenses		—			—
Operating (Loss) Income		—			—
Other Expense
Total Other Expense		—			—
Equity in Net (Loss) Income of Subsidiaries		(95,274	)		18,193
Net (Loss) Income	$	(95,274	)	$	18,193

WCG Clinical, Inc.

Parent Company Only

Condensed Statements of Comprehensive (Loss) Income

(in thousands)

	Successor			Predecessor
	Year Ended December 31,
	2020			2019
OPERATING ACTIVITIES
Net (Loss) Income	$	(95,274	)	$	18,193
Subsidiaries’ Other Comprehensive (Loss) Income		(157	)		135
Total Comprehensive (Loss) Income	$	(95,431	)	$	18,328

Business and Basis of Presentation

Description of Business

WCG Clinical, Inc. (f/k/a WCG Purchaser Holdings Corp.), through its subsidiaries, provides solutions that are designed to measurably improve the quality and efficiency of clinical research. WCG Clinical, Inc. and WCG Purchaser Intermediate Corp., its direct subsidiary, are holding companies with no other operations, cash flows, material assets or liabilities other than the direct and indirect equity interests in WCG Purchaser Corp. For the periods presented, the Successor and Predecessor did not receive any dividends from WCG Purchaser Corp. or its consolidated subsidiaries. WCG Clinical, Inc.’s ability to pay dividends is limited under the terms of WCG Purchaser Corp.’s Successor First Lien Credit Facility and Successor Second Lien Credit Facility. The credit facilities contain covenants limiting WCG Purchaser Corp.’s ability and the ability of its restricted subsidiaries to, among other things: incur additional indebtedness or issue disqualified stock, pay dividends and make other restricted payments (including restricted investments), sell assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets. Due to the aforementioned qualitative restrictions,

F-57

WCG Clinical, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

substantially all of the assets of the WCG Clinical, Inc.’s subsidiaries are restricted. These covenants are subject to important exceptions and qualifications as described in the credit facilities. For a discussion of the credit facilities, see the Long-Term Debt footnote.

Basis of Presentation

These condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, WCG Clinical, Inc.’s investments in subsidiaries are presented under the equity method of accounting. A condensed statement of cash flows was not presented because WCG Clinical, Inc. has no material operating, investing, or financing cash flow activities for the years ended December 31, 2020 (Successor) and December 31, 2019 (Predecessor). See Description of Business footnote for further discussion. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, these parent-only statements should be read in conjunction with the accompanying notes to consolidated financial statements.

Note 17. Subsequent Events

The Company has evaluated subsequent events through May 11, 2021, the date on which the consolidated financial statements were issued and determined that no additional subsequent events occurred that would require recognition or disclosure in the consolidated financial statements.

On April 1, 2021 the Company acquired The Avoca Group, Inc. (“Avoca”) a life sciences solutions firm dedicated to improving quality and compliance in clinical trials. The Avoca Quality Consortium (AQC^®) is comprised of leading pharma, biotech, CRO, site, and clinical service provider companies with the shared objective of elevating clinical trial quality and bringing key stakeholders in the clinical trials process into greater alignment. In connection with the Avoca acquisition, the total purchase price was $44.0 million, of which $36.0 million was paid in cash and $8.0 million of membership interests in the Parent were granted at fair value as equity consideration. In addition, the sellers and certain participating Avoca employees have the opportunity to earn an additional $12.0 million in the aggregate by achieving certain future EBITDA targets. The transaction was funded by the Company’s cash on hand. The Company is in the process of completing the purchase price valuation, and the allocation of the purchase price has not yet been completed. The acquisition of The Avoca Group, Inc. does not constitute a material business combination.

F-58

WCG Clinical, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(UNAUDITED)

	March 31,			December 31,
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA)	2021			2020
Assets
Current Assets
Cash and cash equivalents	$	174,988		$	177,902
Restricted cash		—			195
Accounts receivable, net of allowance for doubtful accounts of $2,406 and $1,772 at March 31, 2021 and December 31, 2020, respectively		116,554			105,235
Income taxes receivable		8,211			2,328
Unbilled receivables		3,255			4,175
Current portion of deferred commissions		3,683			3,624
Prepaid expenses and other current assets		12,854			10,798
Total Current Assets		319,545			304,257
Intangible assets, net		1,659,050			1,704,131
Internal-use software, equipment and leasehold improvements, net		73,263			71,345
Operating lease right-of-use asset		31,523			35,514
Deferred commissions, net of current portion		3,397			1,528
Debt issuance costs of revolving credit facility		2,123			2,261
Other assets		15,000			10,000
Goodwill		1,707,737			1,707,737
Total Assets	$	3,811,638		$	3,836,773
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	21,238		$	17,831
Accrued expenses and other liabilities		55,870			60,714
Current portion of deferred revenue		11,943			12,080
Current portion of earnout liabilities and deferred acquisition payments		—			1,847
Current portion of operating lease liabilities		8,039			8,062
Current portion of long-term debt		10,704			10,704
Accrued interest		12,188			11,916
Total Current Liabilities		119,982			123,154
Long-term debt, net of discount and current portion		1,355,330			1,356,622
Operating lease liabilities, net of current portion		31,004			34,624
Earnout liabilities and deferred acquisition payments, net of current portion		7,709			4,792
Deferred revenue		4,126			4,657
Deferred tax liabilities		374,666			374,666
Total Liabilities		1,892,817			1,898,515
Commitments and Contingencies
Stockholders’ Equity
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 333,262,731 and 333,262,731 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively		3,333			3,333
Additional paid-in capital		2,031,640			2,030,356
Accumulated deficit		(115,898	)		(95,274	)
Accumulated other comprehensive loss		(254	)		(157	)
Total Stockholders’ Equity		1,918,821			1,938,258
Total Liabilities and Stockholders’ Equity	$	3,811,638		$	3,836,773

See notes to condensed consolidated financial statements.

F-59

WCG Clinical, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(UNAUDITED)

	Three months ended March 31,
(IN THOUSANDS, EXCEPT PER SHARE AND SHARE DATA)	2021			2020
Revenues	$	137,642		$	103,499
Cost of Revenues (exclusive of depreciation and amortization)		51,561			37,264
Operating Expenses:
Selling, general and administrative expenses		28,602			21,245
Depreciation and amortization		53,044			50,924
Acquisition-related expenses		9,062			17,463
Total Operating Expenses		90,708			89,632
Operating Loss		(4,627	)		(23,397	)
Other Expense:
Interest expense		21,735			22,794
Other expense (income)		25			(8	)
Total Other Expense		21,760			22,786
Loss Before Income Taxes		(26,387	)		(46,183	)
Income Tax Benefit		(5,763	)		(16,091	)
Net Loss	$	(20,624	)	$	(30,092	)
Net Loss per Common Share:
Basic and diluted	$	(0.06	)	$	(0.09	)
Weighted Average Common Shares:
Basic and diluted		333,262,731			330,000,000

See notes to condensed consolidated financial statements.

WCG Clinical, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss

(UNAUDITED)

	Three months ended March 31,
(IN THOUSANDS)	2021			2020
Net Loss	$	(20,624	)	$	(30,092	)
Foreign currency translation adjustment, net of tax		(97	)		(151	)
Comprehensive Loss	$	(20,721	)	$	(30,243	)

See notes to condensed consolidated financial statements.

F-60

WCG Clinical, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(UNAUDITED)

(IN THOUSANDS, EXCEPT SHARE DATA)	Common Stock				Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity
	Shares		Amount
Balance, January 1, 2020		—		—		—		—			—			—
Issuance of common stock		330,000,000		3,300		—		—			—			3,300
Contribution from Principal Stockholders		—		—		2,019,537		—			—			2,019,537
Foreign currency translation		—		—		—		—			(151	)		(151	)
Net loss		—		—		—		(30,092	)		—			(30,092	)
Balance, March 31, 2020		330,000,000	$	3,300	$	2,019,537	$	(30,092	)	$	(151	)	$	1,992,594
Balance, December 31, 2020		333,262,731		3,333		2,030,356		(95,274	)		(157	)		1,938,258
Equity-based compensation		—		—		1,284		—			—			1,284
Foreign currency translation		—		—		—		—			(97	)		(97	)
Net loss		—		—		—		(20,624	)		—			(20,624	)
Balance, March 31, 2021		333,262,731	$	3,333	$	2,031,640	$	(115,898	)	$	(254	)	$	1,918,821

See notes to condensed consolidated financial statements.

F-61

WCG Clinical, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(UNAUDITED)

	Three months ended March 31,
(IN THOUSANDS)	2021			2020
Operating Activities
Net loss	$	(20,624	)	$	(30,092	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		53,044			50,924
Provision for doubtful accounts		826			23
Loss on disposal and impairment of assets		525			—
Amortization of debt issuance costs		1,522			1,212
Amortization of deferred commissions		1,344			1,689
Equity compensation expense		1,284			—
Deferred tax provision benefit		—			(3,672	)
Change in fair value of earnout liability		2,926			—
Non-cash lease expense		3,466			1,481
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable		(12,145	)		(1,711	)
Income taxes receivable/payable		(5,883	)		(12,682	)
Unbilled receivables		920			(7,212	)
Deferred commissions		(3,272	)		(2,669	)
Prepaid expenses and other assets		(2,142	)		2,642
Accounts payable		3,407			(1,529	)
Lease liabilities		(3,643	)		(1,679	)
Accrued expenses and other liabilities		(4,843	)		(14,770	)
Deferred revenue		(668	)		5,753
Accrued interest		272			12,943
Net Cash Provided By Operating Activities		16,316			651
Investing Activities
Purchase of internal-use software, equipment and leasehold improvements		(9,882	)		(5,094	)
Cash paid for acquired businesses, net of cash and restricted cash acquired		—			(2,900,804	)
Cash paid for investments		(5,000	)		—
Net Cash Used In Investing Activities		(14,882	)		(2,905,898	)
Financing Activities
Contribution from Principal Stockholders		—			1,755,239
Proceeds from long-term debt		—			1,265,000
Proceeds from revolving credit facility		—			125,000
Payments on long-term debt		(2,676	)		—
Debt issuance costs payment		—			(46,366	)
Payments of earnout liabilities and deferred acquisition consideration		(1,856	)		(160	)
Net Cash (Used) Provided By Financing Activities		(4,532	)		3,098,713
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(11	)		(6	)
Net (Decrease) Increase in Cash, Cash Equivalents, and Restricted Cash		(3,109	)		193,460
Cash, Cash Equivalents, and Restricted Cash, Beginning of Period		178,097			—
Cash, Cash Equivalents, and Restricted Cash, End of Period	$	174,988		$	193,460
Supplemental Disclosures of Cash Flow Information
Cash paid during the period for:
Interest	$	20,852		$	8,344
Income taxes	$	16		$	—
Supplemental Schedules of Noncash Investing and Financing Activities
Contribution from Principal Stockholders (Parent equity issued in acquisition)	$	—		$	267,598
Accounts payable and accrued expenses for purchases of internal-use software, equipment and leasehold improvements	$	4,393		$	1,299

See notes to condensed consolidated financial statements.

F-62

WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Note 1. Description of Business

WCG Clinical, Inc. (f/k/a WCG Purchaser Holdings Corp.) (“we,” “us,” “our,” or the “Company”), through its subsidiaries, provides solutions that are designed to measurably improve the quality and efficiency of clinical research. The Company, through its subsidiaries, enables biopharmaceutical companies, contract research organizations, and institutions to accelerate the delivery of new treatments and therapies to patients, while maintaining the highest standards of human protection. The Company, through its subsidiaries, delivers transformational solutions that stimulate growth, foster compliance, and maximize efficiency for those who perform clinical trials. The Company and WCG Purchaser Intermediate Corp., its direct subsidiary, are holding companies with no other operations, cash flows, material assets or liabilities other than the direct and indirect equity interests in WCG Purchaser Corp., a direct subsidiary of WCG Purchaser Intermediate Corp.

Change in Control Transaction

On January 8, 2020 (the “Effective Date”), pursuant to the Stock Purchase Agreement, dated as of November 6, 2019, by and among Da Vinci Purchaser Corp (the “Purchaser” or the “Successor”), WCG HoldCo IV LLC (the “Seller” or the “Predecessor”), and WCG Holdings IV Inc. and WCG Market Intelligence & Insights Inc., the Seller’s subsidiaries (collectively, the “Acquiree”), the Purchaser purchased all of the equity interests in the Acquiree from Seller (the “Transaction”) for total consideration of $3.2 billion. The Purchaser survived the Transaction and in February 2020, the Purchaser was renamed to WCG Purchaser Holdings Corp. and later renamed to WCG Clinical, Inc.

In connection with the Transaction, a new parent entity, WCG Purchaser Holdings LP (f/k/a Da Vinci Purchaser Holdings LP) (the “Parent”), was formed. Pursuant to the Transaction, the Parent issued Class A Units to certain of its stockholders, including LGP, Arsenal, Novo, and the GIC Investor (“Principal Stockholders”) for total consideration of $ 1.76 billion. The proceeds were contributed by the Principal Stockholders and used by the Company to partially fund the consideration for the Transaction.

Starting on January 1, 2020 and for the three months ended March 31, 2020 (the “Successor” period), the condensed consolidated financial statements reflect the accounts of the Company and its consolidated subsidiaries, prepared on a stand-alone basis and in conformity with U.S. GAAP. While the Transaction closed on January 8, 2020, the Company determined that the operational activities from January 1, 2020 through January 7, 2020 were immaterial to the financial statements for the three months ended March 31, 2020 and do not result in material differences in the amounts recognized in the balance sheet, statement of operations or cash flows. In light of the proximity of the Effective Date to the start of the Company’s January accounting period (i.e. only four business days from January 1, 2020 to the Effective Date, during which the Predecessor did not have material operations), the Company elected to present the activities from January 1, 2020 through January 7, 2020 in the Successor period. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s December 31, 2020 audited condensed consolidated financial statements and notes thereto.

As a result of the Transaction, the Company is considered to be the acquirer for accounting purposes. The Transaction was accounted for using the acquisition method of accounting, and the Successor financial statements reflect a new basis in the net assets acquired, measured at fair value on the Effective Date.

F-63

WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The following table summarizes total consideration transferred, and the estimated fair value of the identified assets acquired and liabilities assumed at the Effective Date:

(IN THOUSANDS)
Consideration
Cash consideration	$	2,935,867
Equity consideration (Parent equity issued in acquisition)		267,598
Total consideration		3,203,465
Assets Acquired and Liabilities Assumed
Cash, cash equivalents, and restricted cash	$	35,064
Accounts receivable		83,851
Federal income tax receivable		2,417
Other current assets		18,231
Intangible assets		1,813,784
Equipment and leasehold improvements		75,066
Operating right-of-use assets		36,497
Investments		10,000
Goodwill		1,644,777
Accounts payable - trade		(12,111	)
Accrued expenses and other liabilities		(49,650	)
Earnouts related to prior acquisitions		(8,851	)
Deferred tax liability		(395,877	)
Lease liabilities		(43,814	)
Deferred revenue		(5,919	)
Total net assets acquired	$	3,203,465

The estimated fair market value of the acquired intangible assets and weighted-average useful lives are as follows:

(IN THOUSANDS)
	Fair Value		Useful life (in years)
Noncontractual customer relationships	$	1,450,000		15
Developed technology		70,000		6-7
Patents and Trade name		45,000		10
Contractual customer relationships		175,000		3-7
Other		73,784		5-7
	$	1,813,784

The estimated fair values assigned to identifiable intangible assets acquired were determined primarily by using an income approach which was based on assumptions and estimates made by management. Significant assumptions utilized in the income approach were based on company-specific information and projections, which are not observable in the market and are thus considered Level 3 measurements by authoritative guidance. The excess of the purchase price over the fair value of the assets acquired and liabilities assumed has been recorded as goodwill and represents the estimated future economic benefits arising from other assets acquired that could not be individually identified and separately recognized such as assembled workforce and growth opportunities. The goodwill recorded is not deductible for income tax purposes.

F-64

WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The Company assumed liabilities measured at fair value of $8.9 million relating to earn-outs of previous acquisitions made by the Acquiree. The remaining earn-outs that were not probable were estimated to be $7.4 million as of the Effective Date and are considered contingent obligations of the Company. Our accounting for this acquisition was finalized during the first quarter of 2020.

The Company expensed all transaction costs as incurred, which are included in acquisition-related expenses in the Condensed Consolidated Statements of Operations, with the exception of certain expenses resulting from the change of control. The Company incurred $11.8 million of transaction costs in total.

Pro forma financial information (unaudited)

The following unaudited pro forma information presents the combined results of the Company, as if the Transaction had been completed on January 1, 2019, with adjustments to give effect to pro forma events that are directly attributable to the Transaction.

(IN THOUSANDS)	Year ended December 31,
	2020			2019
	(Successor)			(Predecessor)
Pro forma revenues	$	463,411		$	412,846
Pro forma loss		(85,948	)		(143,032	)

The unaudited pro forma consolidated results for the years ended December 31, 2020 (Successor) and December 31, 2019 (Predecessor) primarily include the following pro forma adjustments related to non-recurring activity, net of tax:

• Incremental amortization expense of $111.5 million related to acquired intangible assets were included in pro forma net loss for the year ended December 31, 2019 (Predecessor).

• Additional interest expense and amortization of debt issuance cost of $40.4 million were included in pro forma net loss for the year ended December 31, 2019 (Predecessor).

• Acquisition-related costs of $9.3 million incurred in the year ended December 31, 2020 (Successor) were included in pro forma net loss for the year ended December 31, 2019 (Predecessor).

Note 2. Summary of Significant Accounting Policies

(a) Basis of Presentation

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include, among other estimates, the determination of fair values and useful lives of long-lived assets, including internal-use software, as well as intangible assets, goodwill, allowance for doubtful accounts, recoverability of deferred tax assets, recognition of revenue and deferred revenue (including at the date of business combinations), amortization periods of contract assets, value of interest rate swaps, determination of fair value of equity-based awards, fair values of contingent consideration liabilities, and estimates associated with the fair values of the net assets acquired in business combinations and assumptions used in testing for impairment of long-lived assets . The Company evaluates these estimates on an ongoing basis. Actual results could differ from those estimates and such differences could be material to the Company’s condensed consolidated financial statements.

F-65

WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) it affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The adoption dates discussed below reflect this election.

COVID-19

In March 2020, the World Health Organization declared COVID-19 a global pandemic, and governmental authorities around the world have implemented measures to reduce the spread of COVID-19. The COVID-19 pandemic has caused business disruption domestically in the United States, the area in which the Company primarily operates. While the disruption is currently expected to be temporary, there is considerable uncertainty around the duration of the COVID-19 pandemic. Therefore, while the Company expects that this matter may impact the Company’s financial condition, results of operations, or cash flows, the extent of the financial impact and duration cannot be reasonably estimated at this time. Further, the Company was both positively and negatively impacted by COVID-19, as each operating segment was engaged to support related studies.

(b) Unaudited Interim Financial Statements

The accompanying condensed consolidated financial statements are unaudited. In management’s opinion, the accompanying unaudited condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information. These unaudited condensed consolidated financial statements include all adjustments necessary, consisting of only normal recurring adjustments, to fairly state the financial position and the results of the Company’s operations and cash flows for interim periods in accordance with U.S. GAAP. Interim period results are not necessarily indicative of results of operations or cash flows for a full year or any subsequent interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s December 31, 2020 audited condensed consolidated financial statements and notes thereto.

(c) Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned direct and indirect subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

(d) Segment Reporting

The Company manages its operations through two operating and reportable segments, Ethical Review (“ER”) and Clinical Trial Solutions (“CTS”), for the purpose of assessing and making operating decisions. The ER segment provides services including initial and continuing review of protocol, initial and continuing review of investigators, change in research, advertisement review, translations, biosafety management, biosafety program assessments, training, etc. The ER segment also provides a hosted software application to its clients on a subscription basis. The CTS segment provides transformational solutions that stimulate growth, foster compliance, and maximize efficiency for those who perform clinical trials, including both services and software licenses. The services include clinical and human gene therapy research services and laboratory biosafety

F-66

WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

consulting services; solutions for human research protections and clinical research support; online learning solutions in the field of clinical research; an electronic informed consent solution that streamlines the clinical research process; and oncology review services; cloud-based solutions and an automated technology platform that enable clinical research sites to centralize and manage research activities.

(e) Cash, Cash Equivalents and Restricted Cash

The Company considers all cash accounts that are not subject to withdrawal restrictions or penalties, and all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company maintains its cash and cash equivalents in bank deposit accounts, which at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash. Cash that is received by customers which is to be used to make payments to clinical research sites on behalf of the clinical research sponsors are maintained in separate bank accounts and are listed on the Condensed Consolidated Balance Sheets as restricted cash.

(IN THOUSANDS)	March 31, 2021		December 31, 2020
Cash and cash equivalents	$	174,988	$	177,902
Restricted cash		—		195
Total cash and cash equivalents, and restricted cash	$	174,988	$	178,097

(f) Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents investments and receivables. Management believes that the Company is not exposed to significant credit risk as the Company’s cash deposits are held at financial institutions that management believes to be of high-credit quality, and the Company has not experienced any losses on these deposits. The Company conducts ongoing credit evaluations of its customers and generally does not require collateral or other security.

As of and for the three months ended March 31, 2021, only one customer has accounted for more than 10% of the accounts receivable or revenues. The customer accounts for $16.3 million, approximately 11.8%, of the total revenue presented on the Condensed Consolidated Statement of Operation for the three months ended March 31, 2021 and $20.5 million, approximately 16.3% of the total accounts receivable presented on the Condensed Consolidated Balance Sheet as of March 31, 2021. As of December 31, 2020, only one customer has accounted for more than 10% of the accounts receivable. The customer accounts for $20.4 million, approximately 19%, of the total accounts receivable presented on the Condensed Consolidated Balance Sheet as of December 31, 2020. The agreement with such customer was entered in the ordinary course of business and includes standard terms and provisions. The agreement will remain in effect until December 11, 2021 and may be extended by mutual agreement. The agreement may be terminated by 30 days’ written notice by either party. No customers accounted for more than 10% of the revenues for the three months ended March 31, 2020.

(g) Impairment of Long-Lived Assets

The carrying amounts of the Company’s long-lived assets, including property and equipment, leasehold improvements, capitalized internal-use software, and acquired intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful lives are shorter than originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted net cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If

F-67

WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the new shorter useful life. The Company accelerated depreciation of certain fixed assets that were determined to no longer have future economic benefit. There were no impairment triggers for the three months ended March 31, 2021.

(h) Goodwill

The Company records goodwill as the excess of the purchase price over the fair value of net assets acquired in business combinations accounted for under the acquisition method of accounting. Goodwill is not amortized, instead it is subject to annual impairment testing and interim assessments between annual tests if an event occurs or circumstances exist that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. There were no impairment triggers for the three months ended March 31, 2021. There were no changes to goodwill during the three months ended March 31, 2021.

During the three months ended March 31, 2021, there were no measurement period adjustments for the Trifecta Multimedia, LLC acquisition.

(i) Revenue Recognition

Effective January 1, 2019, the Company adopted the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (“Topic 606”), on a full retrospective basis. Refer to the Recently Adopted Accounting Pronouncements for additional information.

The Company’s revenues consist of fees for the review of clinical research trial protocols and investigators, technology-enabled specialty clinical consulting services which support various steps of the clinical trial process that are designed to optimize efficiency, fees for software licenses and hosted software applications which support the conduct of effective clinical trials, and professional services associated with maintenance and training. The Company’s revenues result from contracts with clients that generally range from one to five years. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

Certain of the Company’s contracts contain multiple performance obligations. Performance obligations promised in a contract are identified based on the products and services that will be transferred to a client that are both capable of being distinct, whereby the client can benefit from the service either on its own or together with other resources that are readily available and are distinct in the context of the contract, whereby the transfer of services and products is separately identifiable from other promises in the contract. If a contract is separated into more than one distinct performance obligation, the Company allocates the total transaction price to each distinct performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services.

In instances where standalone selling price is not directly observable, such as when the Company does not sell the product or service separately, the Company determines the standalone selling price using information that may include market conditions and other observable inputs. The Company typically has more than one standalone selling price for individual products and services due to the stratification of those products and services by clients and circumstances. In these instances, the Company may use information such as the size of the client and geographic region in determining the standalone selling price.

Revenue is based on the transaction price, which is defined as the amount of consideration the Company expects to receive in exchange for providing products and services to clients. If the consideration promised in a contract includes a variable amount, the Company estimates the amount to which it expects to be entitled using either the expected value or most likely amount method. Examples of variable consideration in the Company’s contracts

F-68

WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

include volume discounts, service-level penalties, and performance bonuses, other forms of contingent revenue, or other variable consideration such as third-party pass-through and out-of-pocket costs incurred. The Company only includes estimated amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates are based on all information (historical, current and forecasted) that is reasonably available to the Company, taking into consideration the type of client, the type of transaction and the specific facts and circumstances of each arrangement. The Company reviews and updates these estimates regularly, and the impact of any adjustments are recognized in the period that adjustments are identified. The Company has not experienced any out-of-period adjustments that were quantitatively material. Amounts billed and due from clients are short term in nature and are classified as receivables since payments are unconditional and only the passage of time is required before payments are due.

As a practical expedient, the Company does not account for significant financing components if the period between when the Company transfers the promised product or service to the client and when the client pays for that product or service will be one year or less.

The Company may include subcontractor services such as investigators or third-party vendor equipment or software in certain integrated services arrangements. The Company has the ultimate responsibility to fulfill these costs and therefore records the related amounts in gross revenues.

Assurance-type warranties are the only warranties provided by the Company, and as such, the Company does not recognize revenue on warranty-related work.

Revenues do not include any state or local taxes collected from clients on behalf of governmental authorities. The Company made the accounting policy election to continue to exclude these amounts from revenues.

The Company does not believe that it currently has any obligations related to rights to return that would result in a material impact to revenues. The following describes the nature of the Company’s primary types of revenues and the revenue recognition policies as they pertain to the types of transactions the Company enters into with its clients.

ER Segment

The Company recognizes revenue under its ER segment through services satisfied at points in time associated with the review of research trial protocols, including initial and continuing review of protocols, initial and continuing review of investigators, and other reviews associated with research trials. The Company’s ER segment also separately provides a hosted software application to its clients on a subscription basis for research management and trial submissions.

(i) Ethical Review Services

The Company recognizes revenue associated with the review of research protocols when the client has taken control, and the performance obligation of review is satisfied, which is when delivery of the Certificate of Action has been issued and provided to the client. The performance obligation of review is satisfied at a point in time because the client is not able to simultaneously receive and consume the benefits provided as the Company performs the services, the Company’s performance does not create or enhance an asset that the client controls as the asset is created or enhanced, and the Company does not have an enforceable right to payment for performance completed to date.

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Notes to Condensed Consolidated Financial Statements

(ii) Software Hosting

Revenues from a software hosting or SaaS arrangements are recognized ratably over the contractual term of the contract as the client has the right to continuous access at any time throughout the term, simultaneously receiving and consuming the benefits of the SaaS arrangement as it is provided. Further, during the contractual term, the client has use of the software, but does not have the contractual right to take possession of it. The output method that accurately depicts the transfer of control was determined to be the ratable delivery of accessibility to the client.

CTS Segment

The Company recognizes revenue under its CTS segment through specialized services related to the administration, conduct and optimization of clinical trials enabled by a variety of integrated technology-enabled solutions. These solutions include specialty clinical consulting services and proprietary software which provide integrated, end-to-end support of various steps of the clinical trial process that have been designed to optimize efficiency.

(i) Clinical Consulting Services

Clinical consulting services include study planning, site identification and activation including contracting and budgeting, site optimization through benchmarking and analytics, patient enrollment and retention services, clinical rater and patient training and assessments, specialized biostatistical analysis and endpoint adjudication, research management and independent expert reviews of clinical endpoints and safety data.

Clinical consulting services are provided on a time-and-material basis, as a fixed-price contract or as a fixed-price per measure of output contract and the contract terms range from less than one year to over five years. The performance obligation of professional services is satisfied over time because the client simultaneously receives and consumes the benefits provided as the Company performs the services. Fixed-price contracts utilize an input method to measure the progress based on the number of resources used over the and varying lengths of time they are incurred. Fixed-price per measure of output contracts utilize an output method to measure the progress based volume of activities in each period or units delivered. These methods accurately depict the transfer of control based on the nature of the contracts.

Some of these services are enabled by proprietary technology.

(ii) Software Licenses and Hosting

The Company’s software license offerings include clinical management and support software that contains many of the Company’s learning modules and integration software for clients to track and maintain data for their clinical trials and to deliver trial safety documents. Some of these offerings can be delivered entirely or partially through Software-as-a-Service (“SaaS”) or cloud delivery models, while others are delivered as on-premise software licenses.

Revenue from on-premise software licenses, whereby the client has the right to take contractual possession of the software, is recognized at the point in time when the software is delivered, and control has transferred to the client. The Company has determined that post-contract support and the right to unspecified enhancements and upgrades on a “when-and-if-available” basis included with on-premise software licenses are immaterial in the context of the contract.

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Notes to Condensed Consolidated Financial Statements

Revenues from a software hosting or SaaS arrangement is recognized ratably over the contractual term of the contract as the client has the right to continuous access use of software at any time throughout the term, simultaneously receiving and consuming the benefits of the SaaS arrangement as it is provided. The output method that accurately depicts the transfer of control was determined to be the ratable delivery of accessibility to the client. In software hosting arrangements, the rights provided to the client (e.g., license rights, contract termination provisions and the ability of the client to operate the software on its own in the case of an on-premise license agreement) are considered in determining whether the arrangement includes a license. In arrangements that include a software license, the associated license revenue is recognized at a point in time, as the software license has significant standalone value and the functionality of the license the clients have rights to during the license term does not substantively change due to ongoing activities.

The Company also separately provides software services that include configuration, maintenance and support, and training and consulting. Revenue is recognized as services are performed, measured on a proportional-performance basis, using either input or output methods that are specific to the service provided.

(iii) Other Revenues

Other revenues include newsletter subscriptions, market research reports, and other professional education materials. Subscription revenue that is billed upfront is initially recorded as deferred revenue and is recognized as revenue over the term of the subscription or contract period using an output-based measure of passage of time or progress based on volume of activities in each period. Revenue from products sold on a one-off basis is recognized at the point of sale, when the client obtains control of the products.

Refer to Note 4. Revenue from Contracts with Customers, for further information, including disaggregation of revenue, contract balances, and contract acquisition costs.

(j) Other Assets

Other assets consist of a minority investment of $12.5 million, of which $10.0 million was made during 2018 and $2.5 million was made on March 19, 2021, in exchange for a 15.80 percent interest in total in ClinicaHealth, Inc. (“Inspire”). The Company’s minority investment does not allow it to exert significant influence on Inspire. The Company records investments in securities that are not publicly traded at cost, less impairments and adjusts the investment for any changes resulting from an observable price change in an orderly transaction for identical or similar investments of the same issuer. The Company assesses relevant transactions that occur on or before the balance sheet date to identify observable price changes, and regularly monitors these investments to evaluate whether there is an indication that the investment is impaired, based on the implied value of recent company financings, public market prices of comparable companies, and general market conditions. No impairment factors were identified for the investment for the three months ended March 31, 2021 and the year ended December 31, 2020.

On January 4, 2021, the Company acquired 25 percent ownership of TrialX, Inc (“TrialX”) through a minority investment of $2.5 million in TrialX. The investment provides the Company the ability to have significant influence, but not control, over TrialX’s operations. The Company accounted for its ownership in TrialX under the equity method of accounting, electing the fair value option, with the investment carried on the Condensed Consolidated Balance Sheet at fair value and all subsequent changes in fair value included in the Condensed Consolidated Statements of Operations in other expense.

(k) Long-term Debt

The fair value of the Company’s debt is based on a discounted cash flow approach using quoted prices of instruments with similar terms and maturities and an estimate for our standalone credit risk valuations with

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Notes to Condensed Consolidated Financial Statements

observable inputs. The primary inputs to the valuation include market expectations, the Company’s credit risk, and the contractual terms of the debt instrument (Level 2 fair value measurement).

Although we have determined the estimated fair values using available market information and commonly accepted valuation methodologies, considerable judgment was required in interpreting market data to develop fair value estimates for the term loans under the Second Lien Credit Facility. The fair value estimates were based on information available as of March 31, 2021 and December 31, 2020. As such, our estimates are not necessarily indicative of the amount we could realize in a current market exchange.

(l) Net Loss per Share

Basic loss per share is computed by dividing net loss attributable to the Company by the weighted average number of common shares outstanding during the reporting period, without consideration for potentially dilutive securities. Diluted loss per share is computed by dividing net loss attributable to the Company by the weighted-average shares outstanding during the period after adjusting for the impact of securities that would have a dilutive effect on loss per share. All net loss for the Company for the three months ended March 31, 2021 and March 31, 2020 was entirely allocable to Company’s stockholders.

See Note 6. Loss per Share, for additional information on dilutive securities.

(m) Income Taxes

Deferred income taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company has adopted the accounting standard, ASU 2019-12, Simplifying the Accounting for Income Taxes (Topic 740), on accounting for uncertainty in income taxes, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements. Under this guidance, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position are only included if there is greater than 50 percent likelihood of them being realized upon ultimate settlement. The guidance on accounting for uncertainty in income taxes also addresses derecognition, classification, interest and penalties on income taxes, and accounting in interim periods. The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties as income tax expense.

(n) Equity-Based Compensation

Equity-based compensation expense includes cost associated with profits interest units granted to certain members of key management. The fair value of profits interest units is estimated at the date of grant using the Black-Scholes option pricing model, which requires management to make certain assumptions of future expectations based on historical and current data. The assumptions include the expected term of the profits interests, expected volatility, dividend yield, and risk-free interest rate. The expected term represents the amount

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Notes to Condensed Consolidated Financial Statements

of time that options granted are expected to be outstanding, based on a liquidity event. The risk-free rate is based on the rate at grant date of five-year U.S. treasury security yields, with a term comparable to the expected term of the units. Expected volatility is estimated based on the historical volatility of comparable public entities’ stock price from the same industry. The Company’s marketability discount is based on varying volatilities exhibited of comparable public companies. The Company recognizes compensation expense over the vesting period of the award on a graded basis. The Company elects to recognize forfeitures as they occur.

(o) Contingent Consideration

The Company records contingent consideration resulting from a business combination at fair value at the acquisition date. The Company revalues these obligations and records increases or decreases in their fair value as an adjustment to earnings. Changes to contingent consideration obligations can result from adjustments to discount rates, accretion of the liability due to the passage of time, changes in estimates of the likelihood or timing of achieving the earnouts.

(p) Fair Value Measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The three levels of inputs that may be used to measure fair value are defined below:

• Level 1 — Quoted prices in active markets for identical assets or liabilities.

• Level 2 — Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company’s financial instruments consist of cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses and other current liabilities, term loans, and an Interest Rate Cap derivative. The assets and liabilities that were measured at fair value on a recurring basis are cash equivalents, restricted cash equivalents, the Interest Rate Cap derivative, contingent considerations, and certain investments. With the exception of the Second Lien Term Loan, the Company has determined that the carrying values of its financial instruments approximate fair values.

Interest Rate Cap is valued in the market using discounted cash flows techniques. These techniques incorporate Level 1 and Level 2 inputs. The market inputs are utilized in the discounted cash flows’ calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative instrument valuation model for interest rate swaps are observable in active markets and are classified as Level 2 in the hierarchy.

The Company has elected the fair value option of accounting of its investment in TrialX. The estimate of fair value for the investment involves an evaluation of the investment and its underlying assets, including quoted prices for similar assets or liabilities in active markets and relevant trading multiples of comparable companies that are publicly traded, among other inputs. The Company classifies such fair value investment within Level 3 of the fair value hierarchy.

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WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

In connection with prior business combinations, the Company may be required to pay future consideration that is contingent upon the achievement of specific performance targets. The Company determines the fair value of these obligations using various estimates and assumptions that are not observable in the market and represent a Level 3 measurement within the fair value hierarchy. These assumptions included, among other things, projections of future operating results, implied fair value of assets using an income approach by preparing a discounted cash flow analysis, and other subjective assumptions. The resulting probability-weighted cash flows were discounted using a cost of debt ranging from 0.55% to 1.28%.

As of March 31, 2021, the fair value of acquisition-related contingent consideration was $7.7 million. The following table represents a roll-forward of the acquisition-related contingent consideration:

(IN THOUSANDS)	Three months ended March 31, 2021
Balance at beginning of period	$	6,639
Payments		(1,856	)
Changes in fair value		2,926
Balance at end of period	$	7,709

The following table set forth the assets and liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at March 31, 2021:

(IN THOUSANDS)	Level 1		Level 2		Level 3		Total
Assets
Interest Rate Cap	$	—	$	1,725	$	—	$	1,725
Fair Value Option Investment		—		—		2,500		2,500
Total	$	—	$	1,725	$	2,500	$	4,225
Liabilities
Contingent Consideration	$	—	$	—	$	7,709	$	7,709
Total	$	—	$	—	$	7,709	$	7,709

The following table set forth the assets and liabilities that were measured at fair value on a recurring and non-recurring basis by their levels in the fair value hierarchy at December 31, 2020:

(IN THOUSANDS)	Level 1		Level 2		Level 3		Total
Assets
Interest Rate Cap	$	—	$	477	$	—	$	477
Total	$	—	$	477	$	—	$	477
Liabilities
Contingent Consideration	$	—	$	—	$	6,639	$	6,639
Total	$	—	$	—	$	6,639	$	6,639

(q) New Accounting Pronouncements

The Company, an emerging growth company, or EGC, has elected to take advantage of the benefits of the extended transition period provided for in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for

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WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

complying with new or revised accounting standards which allows the Company to defer adoption of certain accounting standards until those standards would otherwise apply to private companies.

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842), which replaced the existing guidance in ASC Topic 840, “Leases” (“Topic 840”). The FASB subsequently issued the following amendments to ASU No. 2016-02 that have the same effective date and transition date: ASU No. 2018-01, Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; ASU No. 2018-11, Leases (Topic 842): Targeted Improvements; ASU No. 2018-20, Narrow-Scope Improvement for Lessors; and ASU No. 2019-01, Leases (Topic 842): Codification Improvements.

ASC 842 requires an entity to recognize a right of use (“ROU”) asset and lease liability for all leases with terms of more than 12 months. The Company early adopted the new standard effective January 1, 2020, using the optional transition method, and therefore, it has not applied the standard to the comparative periods presented on the Company’s condensed consolidated financial statements. The Company recorded ROU assets of $36.5 million and lease liabilities of $43.8 million on the Company’s Condensed Consolidated Balance Sheets on January 1, 2020. The difference between the right-of-use assets and lease liabilities was due to deferred rent that was reclassified from Deferred Rent on the Company’s Consolidated Balance Sheet to ROU assets on the adoption date.

The Company has elected the following practical expedients:

Package of practical expedients	The Company has not reassessed whether any expired or existing contracts are, or contain, leases.
	The Company has not reassessed the lease classification for any expired or existing leases.
	The Company has not reassessed initial direct costs for any expired or existing leases.
Hindsight practical expedient	The Company has not elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of operating lease assets.

Topic 842 did not have any impact to the Condensed Consolidated Statements of Operations or the Condensed Consolidated Statements of Cash flows. Adoption of the new standard resulted in changes to the Company’s accounting policy for leases.

In August 2018, the FASB issued ASU 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements (Topic 820)”, which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements. The amendments in this Update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company adopted this standard on January 1, 2020 with no material impact on its Condensed Consolidated Financial Statements.

Recently Issued Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments”, which has been subsequently amended by

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Notes to Condensed Consolidated Financial Statements

ASU No. 2018-19, ASU No. 2019-04, ASU No. 2019-05, ASU No. 2019-10, ASU No. 2019-11 and ASU No. 2020-03 (“ASU 2016-13”). The provisions of ASU 2016-13 modify the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology and require a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Per ASU 2019-10 issued in November 2019, ASU 2016-13 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for private companies. Early adoption is permitted. The Company is currently assessing the timing and impact of adopting ASU 2016-13 on the Company’s Condensed Consolidated Financial Statements.

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles-Goodwill and Other-Internal-use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.” The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. ASU 2018-15 is effective for calendar-year public business entities in 2020. For all other entities, the amendments are effective for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted. The Company is currently assessing the timing and impact of adopting ASU 2018-15 on the Company’s Condensed Consolidated Financial Statements.

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” ASU 2019-12 simplifies the accounting for income taxes by removing exceptions within the general principles of Topic 740 regarding the calculation of deferred tax liabilities, the incremental approach for intra-period tax allocation, and calculating income taxes in an interim period. In addition, the ASU adds clarifications to the accounting for franchise tax (or similar tax) which is partially based on income, evaluating tax basis of goodwill recognized from a business combination, and reflecting the effect of any enacted changes in tax laws or rates in the annual effective tax rate computation in the interim period that includes the enactment date. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently assessing the timing and impact of adopting ASU 2019-12 on the Company’s Condensed Consolidated Financial Statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848)”. This guidance provides temporary optional expedients and exceptions to accounting guidance on contract modifications and hedge accounting to ease entities’ financial reporting burdens as the market transitions from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The guidance was effective upon issuance and generally can be applied through December 31, 2022. The Company is currently evaluating whether we will elect the optional expedients, as well as evaluating the impact of ASU 2020-04 on the Company’s Condensed Consolidated Financial Statements.

Note 3. Segment Reporting

Operating segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance.

The Company has determined that its chief executive officer (“CEO”) is its CODM. The Company’s CODM allocates resources and assesses performance based upon financial information at the two reportable segments level, ER and CTS, and as such, the Company’s operations constitute two operating segments and two reportable segments. Further, the Company’s single measure of segment profit (loss) is gross profit, exclusive of depreciation and amortization, as shown in the table below. Additionally, as the CODM does not use assets by

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Notes to Condensed Consolidated Financial Statements

segments to make decisions and as such information is not provided to the CODM on a regular basis, no disclosure related to assets or any other accounts is necessary below.

The following tables summarize the Company’s segment information for the three months ended March 31, 2021 and March 31, 2020.

(IN THOUSANDS)	Three Months Ended March 31,
	2021		2020
Revenue:
ER	$	66,127	$	53,770
CTS		71,515		49,729
Total Revenue	$	137,642	$	103,499
Cost of Revenue (exclusive of depreciation and amortization)
ER	$	13,458	$	10,180
CTS		38,103		27,084
Total Cost of Revenue	$	51,561	$	37,264
Gross Profit (exclusive of depreciation and amortization)
ER	$	52,669	$	43,590
CTS		33,412		22,645
Total Gross Profit	$	86,081	$	66,235

(IN THOUSANDS)	Three Months Ended March 31,
	2021			2020
Segment Reconciliation:
Total Gross Profit	$	86,081		$	66,235
General and administrative expenses		28,602			21,245
Depreciation and amortization		53,044			50,924
Acquisition-related expenses		9,062			17,463
Operating Loss		(4,627	)		(23,397	)
Interest expense		21,735			22,794
Other expense (income)		25			(8	)
Loss Before Income Taxes	$	(26,387	)	$	(46,183	)

Geographic Information

Revenue generated outside of the U.S. is considered not material. The Company allocates revenue to external customers based on where contracts were originated rather than where the legal entity is domiciled. One customer accounted for 11.8% of the revenues during three months ended March 31, 2021 while no single customer accounted for more than 10% of the Company’s revenue during the three months ended March 31, 2020.

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WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The following table summarizes internal-use software, equipment and leasehold improvements, net by geographic areas as of March 31, 2021 and December 31, 2020.

(IN THOUSANDS)	March 31,		December 31,
Geographical Information	2021		2020
Internal-use software, equipment and leasehold improvements, net
Americas	$	58,823	$	60,074
EMEA (Europe, the Middle East and Africa)		7		8
APAC (Asia-Pacific)		183		178
Total Internal-use software, equipment and leasehold improvements (exclusive of construction in progress), net	$	59,013	$	60,260

The following table summarizes the right of use asset by geographic areas as of March 31, 2021 and December 31, 2020.

(IN THOUSANDS)	March 31,		December 31,
Geographical Information	2021		2020
ROU Assets
Americas	$	31,335	$	35,248
EMEA (Europe, the Middle East and Africa)		—		—
APAC (Asia-Pacific)		188		266
Total ROU Assets, net	$	31,523	$	35,514

Note 4. Revenue from Contracts with Customers

Disaggregation of Revenues

Based on similar operational as well as economic characteristics, the Company’s revenue from contracts with customers is disaggregated as follows:

(IN THOUSANDS)	Three months ended March 31,
	2021		2020
CTS segment
Software (point in time)	$	2,369	$	2,467
Software (overtime)		4,703		5,949
Services (point in time)		4,224		3,171
Services (overtime)		60,219		38,142
Total - CTS segment	$	71,515	$	49,729
ER segment
Software (overtime)		939		573
Services (point in time)		65,188		53,197
Total - ER segment	$	66,127	$	53,770
Total	$	137,642	$	103,499

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WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and deferred revenue (contract liabilities). The Company records a contract asset when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Contract assets relate to the Company’s rights to consideration for performance obligations satisfied but not billed at the reporting date on contracts. Contract assets are billed and transferred to client accounts receivable when the rights become unconditional. For multi-year agreements, the Company generally invoices clients annually at the beginning of each annual coverage period or at agreed-upon milestones. The Company records a receivable related to revenue recognized when the Company has an unconditional right to invoice related to those performance obligations.

As of March 31, 2021 and December 31, 2020, the Company had contract assets of $3.3 million and $4.2 million, respectively, which is included in unbilled receivables on the Condensed Consolidated Balance Sheets. The changes in contract assets were primarily due to active consulting projects at year-end and large projects in the CTS segment with deferred billing terms in 2020.

As of March 31, 2021 and December 31, 2020, the Company had contract liabilities of $16.1 million and $16.7 million respectively, which is included in deferred revenue on the Condensed Consolidated Balance Sheets. Revenue recognized during the three months ended March 31, 2021 and the twelve months ended December 31, 2020 that was included in the deferred revenue balance at the beginning of such periods was $6.1 million and $8.5 million, respectively.

The unsatisfied performance obligation as of March 31, 2021 and December 31, 2020 was approximately $631.7 million and $551.1 million, respectively. The Company expects to recognize approximately 50% of the remaining performance obligations as of March 31, 2021, as revenue over the next twelve months ended March 31, 2022, and the balance thereafter. The Company’s long-term contracts generally range from 1 to 5 years.

Contract Acquisition Costs

As a practical expedient, the Company recognizes the incremental costs of obtaining a contract as an expense with a client if the Company expects the benefit of those costs to be less than one year. The Company has determined that certain sales incentive programs for contracts that are longer than one year meet the requirements to be capitalized, if it expects to recover the costs.

Capitalized contract acquisition costs were $7.1 million and $5.2 million as of March 31, 2021 and December 31, 2020, respectively. Capitalized costs to obtain a contract are amortized ratably over the expected contract life, which generally ranges from 1 to 5 years. During the three months ended March 31, 2021 and March 31, 2020, the Company amortized $1.3 million and $1.7 million, respectively, of the capitalized contract acquisition costs into selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. The Company did not incur any impairment losses on capitalized costs to obtain a contract in the three months ended March 31, 2021 and March 31, 2020.

Note 5. Equity-based Compensation

On January 8, 2020 and in connection with the Transaction, the Company, through its affiliation with the Da Vinci Purchaser Holdings LP (the “Parent”), approved the formation of the Da Vinci Purchaser Holdings LP 2020 Class B Unit Incentive Equity Plan (“Profits Interest Plan”). Under the Profits Interest Plan, the Parent is authorized to issue a total of 2,247,606 Profit Interest Units (“Class B Incentive Units”). As of March 31, 2021, 1,317,794 of the Class B Incentive Units were issued and outstanding to the Company employees.

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WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

There are two types of Class B Incentive Units included within the Profits Interest Plan: Class B time-vesting units (“time-based units”), and Class B performance-based vesting units (“performance-based units”). The Parent may grant Class B Incentive Units with time-based vesting component only, which vest 20% on each annual anniversary of the grant date over five-years, except for the initial grants dated August 15, 2020 that will vest on January 8, 2021 or July 20, 2021 depending on the grant. Upon the occurrence of a Change of Control event (as defined in the Class B Incentive Plan), the time-based units shall become fully vested and non-forfeitable immediately prior to the effective date of such Change of Control; provided that the participant remains continuously employed or engaged in service by the Parent or any of its subsidiaries (and no Termination of Services occurs) from the date of grant through the consummation of such Change of Control.

Additionally, the Parent may grant Class B Incentive Units which also include performance-based vesting , whereby such performance-based units will vest upon the Principal Stockholder having received proceeds over a specified-level of the Principal Stockholder equity investment, generally allocated between three different tiers of performance goals. One of the measurement dates to determine if / whether the thresholds are met is a Change of Control (as defined in the Class B Incentive Plan). An initial public offering as contemplated by the Company will not constitute a Change of Control, and accordingly no outstanding units will vest by virtue of the initial public offering.    The performance-based units were not probable of vesting due to a Change of Control event not being probable as of March 31, 2021; as such, no expense was recorded for these units for the year ended March 31, 2021.

Once vested, the holder is entitled to distributions and liquidation and pre-emptive rights proportionate to their ownership interest and participates in the same form of consideration as other equity holders in the event of a sale of the entity. For both time and performance-based vesting units, if the employee leaves the Company voluntarily, all unvested performance vesting units will be automatically forfeited for no consideration. However, if the employee is terminated by the Company without cause, or the employee resigns for good reason, the units can continue to vest as described above for six months after the termination date, and any unvested units thereafter will be automatically forfeited for no consideration. Additionally, if the employee is terminated for any reason, the Parent has a right, but not an obligation, to redeem all or any portion of the terminated employee’s vested granted units at fair market value on the termination date. These units do not have a maximum contractual life, as such these units do not expire. For the three months ended March 31, 2021, the Company granted 4,496 time-based units and 4,496 performance-based units. No Class B Incentive Units were granted during the three months ended March 31, 2020.

The fair value of the Class B time-based units that vest solely upon continued employment is measured at the grant date and is recognized as expense over the employee’s requisite service period. The Option-Pricing method using the Black-Scholes model has been used to determine the grant date fair value of the awards. The expense related to the vesting of the units is recorded on the Company’s books because the Company directly benefits from the services provided by unit holders. The grant date fair values were determined based on the several different pricing models and inputs. The contractual term of the Class B Incentive Units ranges from 4 to 5 years. Expected volatility is the average volatility over the expected terms of comparable public entities from the same industry. The risk-free interest rate is based on a treasury rate with a remaining term similar to the expected term. The Company is recently formed and at this time does not expect to distribute any dividends.

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WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Equity-based compensation expense related to the Class B “time-based” units was $1.3 million and $0.0 million for the three months ended March 31, 2021 and March 31, 2020, respectively. Equity-based compensation expense has been recorded within cost of revenues, and selling, general and administrative expenses within the Condensed Consolidated Statement of Operations as follows:

(IN THOUSANDS)	March 31,
	2021
Cost of revenues	$	302
Selling, general and administrative		982
Total	$	1,284

As of March 31, 2021, there was total unrecognized compensation costs related to the time-based units of $19.3 million which is expected to be recognized over a weighted-average period of 3.8 years. The Company did not recognize a tax benefit from equity-based compensation expense in three months ended March 31, 2021.

The performance-based units were not probable of vesting as of March 31, 2021; as such, no expense was recorded for these units for the three months ended March 31, 2021.

The following table summarizes the activity for the Profits Interest Plan for the three months ended March 31, 2021 (dollar amounts are not in thousands):

	Units			Weighted Average Grant Date Fair Value Per Unit
Outstanding, January 1, 2021		1,334,762		$	29.11
Granted		8,992			29.85
Forfeited		(25,960	)		29.11
Outstanding, March 31, 2021		1,317,794		$	29.12

Outstanding units represents the total of vested Class B Incentive Units and those expected to vest, including “time-based” awards for which the requisite service period has not yet been rendered. 121,440 Class B Incentive Units were vested as of March 31, 2021.

Note 6. Loss per Share

The following table sets forth the computation of the Company’s basic and diluted net loss per share:

(IN THOUSANDS EXCEPT PER SHARE AND SHARE DATA)
	Three Months Ended March 31, 2021			Three Months Ended March 31, 2020
Net loss	$	(20,624	)	$	(30,092	)
Weighted average basic and diluted shares outstanding		333,262,731			330,000,000
Basic and diluted net loss per share	$	(0.06	)	$	(0.09	)

For the three months ended March 31, 2021, a total of 1,317,794 Class B Incentive Units were not included in the computation of weighted average diluted units outstanding as the effect would be anti-dilutive. No Class B Incentive Units were granted during the three months ended March 31, 2020. The Class B Incentive Units represent participating securities to the extent they are vested; however, no losses have been allocated to the Class B Incentive Units during the period ended March 31, 2021 because they do not have a contractual obligation to share in losses.

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WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Note 7. Long-Term Debt

Debt Consisted of the following:

(IN THOUSANDS)
	March 31, 2021			December 31, 2020
First Lien Term Loan, matures January 8, 2027, LIBOR plus 4.00%, subject to a LIBOR floor of 1.00%, or base rate (with a floor of 1.00%) plus 3.0%, with an effective rate of 5.00%	$	1,062,348		$	1,065,024
Second Lien Term Loan, matures January 8, 2028, Applicable rate of 9.00%		345,000			345,000
Less: Unamortized debt discount and issuance costs		(41,314	)		(42,698	)
Total debt, net		1,366,034			1,367,326
Less: Long-term debt current portion		(10,704	)		(10,704	)
Long term debt net of current portion and discount	$	1,355,330		$	1,356,622

Credit Facilities

As part of the close of the Transaction on January 8, 2020, the Company issued $920.0 million of term loans (“First Lien Term Loan”) under the First Lien Credit Agreement (“First Lien Credit Facility”) and $345.0 million of term loans (“Second Lien Term Loan”) issued under the Second Lien Credit Agreement (“Second Lien Credit Facility”).

First Lien Credit Facility

On January 8, 2020, the Company entered into the First Lien Credit Facility with Barclays Bank PLC as administrative agent, collateral agent and lender, and various other lender parties, providing for: (1) term loans of $920.0 million; and (2) revolving credit loans of up to $125.0 million (“Revolving Credit Facility”). The First Lien Credit Facility may also be used for swing-line loans up to $30.0 million and letters of credit up to $20.0 million (both, together and with revolving credit loans, not to exceed total revolving commitments of $125.0 million), from time to time, subject to certain limitations described below.

First Lien Term Loan

The First Lien Term Loan requires quarterly interest payments and quarterly principal payments of $2.3 million and matures on January 8, 2027. Interest on First Lien Term Loan accrues at an interest rate per year equal to the LIBOR rate (with a floor of 1.0%) plus 4.0% or base rate (with a floor of 1.0%) plus 3.0%, dependent upon the type of borrowing requested by the Company. To date, the Company has elected to calculate interest on the outstanding balance at LIBOR rate plus 4%.

On November 2, 2020, the Company entered into an amendment to the First Lien Credit Facility, which increased the borrowings under the First Lien Term Loan by $150.0 million (the “incremental loan facility”) to $1.1 billion.

Revolving Credit Facility

As of March 31, 2021 and December 31, 2020, $125.0 million and $125.0 million are available for borrowing under the Revolving Credit Facility, respectively, subject to certain financial covenants.

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WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The maturity date of loans made under the Revolving Credit Facility is January 8, 2025. Interest on loans made under the Revolving Credit Facility accrues at an interest rate per year equal to the LIBOR rate plus 4.0% or base rate plus 3.0%, dependent upon the type of borrowing requested by the Company. There is no LIBOR floor associated with loans made under the Revolving Credit Facility. The interest rate for loans made under the Revolving Credit Facility is subject to change in increments of 0.25% depending on the Company’s net leverage ratio. There is a commitment fee of 0.50% on unused portions of the Revolving Credit Facility. The commitment fee is subject to change in increments of 0.125% depending on the Company’s net leverage ratio.

Borrowings under the First Lien Credit Facility may be prepaid by the Company, in whole or in part, without premium or penalty. Beginning 2021, the Company will be required to prepay outstanding amounts upon realizing (subject to exceptions and qualifications) excess cash flows from operations, proceeds from asset disposal or casualty events, incurring debt not otherwise permitted, and upon events of default or illegality. If, as of certain dates (in accordance with the First Lien Credit Facility), the Borrower’s revolving credit loans, swing-line loans, and letters of credit under the First Lien Credit Facility exceed 35% of the outstanding revolving commitments, the Borrower would be subject to a financial covenant. Such financial covenant requires the Borrower to maintain a specified consolidated ratio of 8.00:1.00 of total net first lien indebtedness to EBITDA (as calculated in accordance with the First Lien Credit Facility). As of March 31, 2021 and December 31, 2020, the financial covenant was not tested since the Borrower’s revolving credit loans, swing-line loans, and letters of credit were 0% of the outstanding revolving commitments.

On June 26, 2020, the Company purchased an interest rate cap (the “Interest Rate Cap”) to protect against increases in LIBOR above 1.0% on $917.7 million of notional. The Interest Rate Cap settles every 3 months if LIBOR exceeds 1.0%, with the Company receiving a payment equal to such rate differential, if any, with respect to the notional. The Interest Rate Cap terminates on October 8, 2023. The Company paid a premium of $1.3 million for the Interest Rate Cap.

The Interest Rate Cap is recorded on the Company’s Condensed Consolidated Balance Sheets at estimated fair value and the changes in fair value are included in interest expense in the Condensed Consolidated Statements of Operations. At March 31, 2021 and December 31, 2020, the estimated fair value of the Interest Rate Cap was $1.7 million and $0.5 million, respectively, recorded in Other Current Assets on the Condensed Consolidated Balance Sheet. The interest rate caps are classified as Level 2 in the fair value hierarchy.

Second Lien Credit Facility

On January 8, 2020, the Company entered into the Second Lien Credit Facility with Wilmington Trust, National Association as administrative agent and collateral agent, and lender parties, providing for a term loan of $345.0 million (“Second Lien Term Loan”). The Second Lien Term Loan bears an interest rate of 9% per annum paid quarterly and has a maturity date of January 8, 2028.

The Second Lien Term Loan requires quarterly interest payments and does not require principal payment until maturity. The Company must pay a premium if prepaying amounts owed under the term loan prior to 2024, and no premium thereafter. The Company may prepay the Second Lien Term Loan at 109% of par prior to January 8, 2022, at 104.5% of par prior to 2023 and at 102.25% of par prior to 2024. Further, if the Company prepays the Second Lien Term Loan prior to January 8, 2022, the Company will also be required to pay any future scheduled interest on the Second Lien Term Loan due from the prepayment date until January 8, 2022. The Borrower will be required to prepay outstanding amounts, including prepayment premiums in certain cases, upon realizing (subject to exceptions and qualifications) proceeds from asset disposal or casualty events, incurring debt not otherwise permitted, and upon events of default or illegality. The Company has assessed the likelihood of these events occurring to be remote as of March 31, 2021.

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WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

The fair value of the Second Lien Term Loan is approximately $415.3 million and $439.8 million as of March 31, 2021 and December 31, 2020, respectively.

Obligations under the First Lien Credit Facility and Second Lien Credit Facility are secured by all of the Company’s assets and guaranteed by most of the Company’s subsidiaries, including any future material subsidiaries that are required to guarantee obligations under the First Lien Credit Facility, as well as WCG Purchaser Intermediate Corp., the Company’s direct subsidiary. The credit facilities contain customary representations and warranties, affirmative and negative covenants (subject, in each case, to exceptions and qualifications) and events of defaults, including covenants that restrict the Company’s ability and the ability of its subsidiaries to, among other things, incur additional indebtedness or issue disqualified stock, pay dividends and make other restricted payments (including restricted investments), sell assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets.

As of March 31, 2021, principal payments scheduled to be made on the Company’s debt obligations are as follows (in thousands):

(IN THOUSANDS)
Remainder of 2021	$	8,027
2022		10,704
2023		10,704
2024		10,704
2025		10,704
Thereafter		1,356,505
Total debt principal payments	$	1,407,348

Note 8. Income Taxes

The Company calculated the provision for income taxes during 2021 and 2020 interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” pre-tax income or loss , excluding unusual or infrequently occurring discrete items, for the reporting period. Certain items such as changes in tax rates, tax benefits or expense related to settlements of equity-based payment awards, and foreign currency gains or losses are treated as discrete items and are recorded in the period in which they arise. When calculating the annual estimated effective income tax rate we excluded those jurisdictions with a loss that have a full valuation allowance in place, as no tax benefit is expected for these jurisdictions.

On March 27, 2020, Congress enacted The Coronavirus Aid, Relief, and Economic Security (CARES) Act to provide certain relief as a result of the COVID-19 pandemic. The CARES Act, among other things, includes provisions relating to net operating loss carryback periods, alternative minimum tax credit refunds, and modification to the net interest deduction limitations. See further discussion below regarding the impacts.

Company’s effective tax rate (ETR) from continuing operations was 21.8 percent for the quarter ended March 31, 2021 and 34.8 percent for the same quarter ended March 31, 2020. The primary difference is caused by fluctuations in the income attributed to the Company’s various state income tax filings and the impact of the benefit recorded in 2020 for the tax law changes, as further noted below.

During the three months ended March 31, 2021, we recorded an income tax benefit of approximately $5.76 million. This benefit is primarily driven by the expected US federal benefit from continued operations, the state tax benefit and adjustments for permanent items. During the three months ended March 31, 2020, we

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WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

recorded an income tax benefit of approximately $16 million. This benefit is primarily driven by the expected US federal benefit from continued operations, the state tax benefit and adjustments for permanent items. Additionally, this period reflected additional benefits for the impacts of tax law changes stemming from the CARES Act, specifically the Company’s ability to carryback net operating losses to periods with a higher, 35%, tax rate.

Note 9. Commitments and Contingencies

Litigation

Occasionally, the Company becomes involved in claims and legal proceedings. These proceedings are, in the opinion of management, ordinary routine matters incidental to the normal business conducted by the Company. In the opinion of management and the Company’s internal legal counsel, such proceedings are substantially covered by insurance, and the ultimate disposition of such proceedings would not be expected to have a material adverse effect on the Company’s consolidated financial position, operating results or cash flows.

Employment Agreements

The Company has employment agreements with several senior executives; such agreements provide for incentive compensation and severance provisions that include compensation and noncompetition agreements. Each employment agreement provides that employment is at-will and, therefore, may be terminated by either party that may require compensation payments. For more information on such employment agreements, please see “Executive Compensation Arrangements—Employment Agreements.”

F-85

WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Note 10. Condensed Financial Information of Registrant (Parent Company Only)

WCG Clinical, Inc.

Parent Company Only

Condensed Balance Sheets

(in thousands)

	March 31, 2021			December 31, 2020
ASSETS
Current Assets
Cash	$	—		$	—
Total Current Assets		—			—
Investment in subsidiaries		1,918,821			1,938,258
Total Assets	$	1,918,821		$	1,938,258
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities	$	—		$	—
Total Current Liabilities		—			—
Total Liabilities		—			—
STOCKHOLDERS’ EQUITY
Common stock, $0.01 par value; 1,000,000,000 shares authorized; 333,262,731 and 333,262,731 issued and outstanding at March 31, 2021 and December 31, 2020, respectively		3,333			3,333
Additional paid-in capital		2,031,640			2,030,356
Accumulated deficit		(115,898	)		(95,274	)
Accumulated other comprehensive loss		(254	)		(157	)
Total Stockholders’ Equity		1,918,821			1,938,258
Total Liabilities and Stockholders’ Equity	$	1,918,821		$	1,938,258

F-86

WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

WCG Clinical, Inc.

Parent Company Only

Condensed Statements of Operations

(in thousands)

	Three months ended
	March 31, 2021			March 31, 2020
Revenues	$	—		$	—
Cost of Revenues (exclusive of depreciation and amortization)		—			—
Operating Expenses		—			—
Total Operating Expenses		—			—
Operating Loss		—			—
Other Expense
Total Other Expense		—			—
Equity in Net Loss of Subsidiaries		(20,624	)		(30,092	)
Net Loss	$	(20,624	)	$	(30,092	)

WCG Clinical, Inc.

Parent Company Only

Condensed Statements of Comprehensive Loss

(in thousands)

	Three months ended
	March 31, 2021			March 31, 2020
OPERATING ACTIVITIES
Net Loss	$	(20,624	)	$	(30,092	)
Subsidiaries’ Other Comprehensive Loss		(97	)		(151	)
Total Comprehensive Loss	$	(20,721	)	$	(30,243	)

F-87

WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

Business and Basis of Presentation

Description of Business

WCG Clinical, Inc. (f/k/a WCG Purchaser Holdings Corp.), through its subsidiaries, provides solutions that are designed to measurably improve the quality and efficiency of clinical research. WCG Clinical, Inc. and WCG Purchaser Intermediate Corp., its direct subsidiary, are holding companies with no other operations, cash flows, material assets or liabilities other than the direct and indirect equity interests in WCG Purchaser Corp. For the periods presented, the Company did not receive any dividends from WCG Purchaser Corp. or its consolidated subsidiaries. WCG Clinical, Inc.’s ability to pay dividends is limited under the terms of WCG Purchaser Corp.’s First Lien Credit Facility and Second Lien Credit Facility. The credit facilities contain covenants limiting WCG Purchaser Corp.’s ability and the ability of its restricted subsidiaries to, among other things: incur additional indebtedness or issue disqualified stock, pay dividends and make other restricted payments (including restricted investments), sell assets, create liens, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets. Due to the aforementioned qualitative restrictions, substantially all of the assets of the WCG Clinical, Inc.’s subsidiaries are restricted. These covenants are subject to important exceptions and qualifications as described in the credit facilities. For a discussion of the credit facilities, see the Long-Term Debt footnote.

Basis of Presentation

These condensed financial statements have been presented on a “parent-only” basis. Under a parent-only presentation, WCG Clinical, Inc.’s investments in subsidiaries are presented under the equity method of accounting. A condensed statement of cash flows was not presented because WCG Clinical, Inc. has no material operating, investing, or financing cash flow activities for the three months ended March 31, 2021 and March 31, 2020. See Description of Business footnote for further discussion. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. As such, these parent-only statements should be read in conjunction with the accompanying notes to condensed consolidated financial statements.

Note 11. Subsequent Events

The Company has evaluated subsequent events through July 27, 2021, the date on which the condensed consolidated financial statements were issued and determined that no additional subsequent events occurred that would require recognition or disclosure in the condensed consolidated financial statements.

On April 1, 2021 the Company acquired The Avoca Group, Inc. (“Avoca”) a life sciences solutions firm dedicated to improving quality and compliance in clinical trials. The Avoca Quality Consortium (AQC^®) is comprised of leading pharma, biotech, CRO, site, and clinical service provider companies with the shared objective of elevating clinical trial quality and bringing key stakeholders in the clinical trials process into greater alignment. In connection with the Avoca acquisition, the total purchase price was $44.0 million, of which $36.0 million was paid in cash and $8.0 million of membership interests in the Parent were granted at fair value as equity consideration. In addition, the sellers and certain participating Avoca employees have the opportunity to earn an additional $12.0 million in the aggregate by achieving certain future EBITDA targets. The transaction was funded by the Company’s cash on hand. For certain acquisitions, including the Avoca acquisition, the Company will employ the services of third-party valuation specialists to assist in the purchase price valuation. As of the date of issuance of these financial statements and the notes included, our third-party valuation specialists have not completed their report for this acquisition and as such, disclosing an incomplete purchase price allocation and valuation would not be meaningful. The acquisition of The Avoca Group, Inc. does not constitute a material business combination.

F-88

WCG Clinical, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

On June 1, 2021, the Company acquired Intrinsic Imaging LLC (“Intrinsic”) for a total purchase price of $80.0 million. Intrinsic is in the business of providing comprehensive medical imaging and cardiac safety core lab services to customers in support of clinical trials across all therapeutic areas and device and software validation studies, including, but not limited to advisory services, consulting services, data acquisition, data centralization and harmonization, data analysis, quality control, data processing, data review, data transfer, query management, and reader management and oversight. In addition, certain participating Intrinsic management team has the opportunity to earn an additional $12.1 million in the aggregate by achieving certain future EBITDA targets. The transaction was funded by the Company’s cash on hand. The Company is in the process of determining the purchase price valuation, and the allocation of the purchase price has not yet been completed. The acquisition of Intrinsic does not constitute a material business combination.

On July 20, 2021, the Company completed the acquisition of NCT Holdings, Inc. (“VeraSci”), a provider of innovative solutions that improve data quality in clinical trials, including endpoint and assessment services, rater training and certification, language services, and electronic clinical outcome assessment technology. The Company acquired all the outstanding shares of VeraSci for a purchase price of $330.0 million in cash, which was funded, along with transaction fees and expenses, by $200.0 million of term loan borrowings pursuant to the Third Amendment and $140.0 million of borrowings under the Revolving Credit Facility.

On July 26, 2021, the Company effected a 330,000 for 1 forward stock split of the Company’s common stock. All shares and per share information presented in the financial statements have been adjusted to reflect the stock split on a retroactive basis for all periods presented. There was no change in the par value. On July 26, 2021, the Company increased the authorized shares of common stock, par value $0.01 per share to 1,000,000,000 shares.

F-89

45,000,000 Shares

WCG Clinical, Inc.

Common Stock

Goldman Sachs & Co. LLC Morgan Stanley BofA Securities Barclays

Jefferies	William Blair	BMO Capital Markets
UBS Investment Bank	SVB Leerink	HSBC

Through and including                  , 2021 (the 25^th day after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth all the costs and expenses, other than underwriting discounts, payable in connection with the sale of the shares of common stock being registered hereby. Except as otherwise noted, the Registrant will pay all of the costs and expenses set forth in the following table. All amounts shown below are estimates, except the SEC registration fee, the FINRA filing fee and the stock exchange listing fee:

	Amount
SEC registration fee	$	95,981
FINRA filing fee	$	116,963
Stock exchange listing fee	$	300,000
Printing and engraving expenses	$	450,000
Legal fees and expenses	$	2,500,000
Accounting fees and expenses	$	5,134,650
Transfer agent and registrar fees	$	4,000
Miscellaneous expenses	$	144,760
Total	$	8,746,354

Item 14. Indemnification of Directors and Officers

Section 102 of the DGCL allows a corporation to eliminate the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except in cases where the director breached his or her duty of loyalty to the corporation or its stockholders, failed to act in good faith, engaged in intentional misconduct or a knowing violation of the law, willfully or negligently authorized the unlawful payment of a dividend or approved an unlawful stock redemption or repurchase or obtained an improper personal benefit. Our certificate of incorporation contains a provision which eliminates directors’ personal liability as set forth above.

Our certificate of incorporation and bylaws provide in effect that we shall indemnify our directors and officers to the extent permitted by the DGCL. Section 145 of the DGCL provides that a Delaware corporation has the power to indemnify its directors, officers, employees and agents in certain circumstances. Subsection (a) of Section 145 of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding provided that such director, officer, employee or agent acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, provided that such director, officer, employee or agent had no reasonable cause to believe that his or her conduct was unlawful.

Subsection (b) of Section 145 of the DGCL empowers a corporation to indemnify any director, officer, employee or agent, or former director, officer, employee or agent, who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in any of the capacities set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred in connection with the

II-1

defense or settlement of such action or suit provided that such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery shall determine that despite the adjudication of liability such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Section 145 further provides that to the extent that a director or officer or employee of a corporation has been successful in the defense of any action, suit or proceeding referred to in subsections (a) and (b) or in the defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith; that indemnification provided by Section 145 shall not be deemed exclusive of any other rights to which the party seeking indemnification may be entitled; and the corporation is empowered to purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or her or incurred by him or her in any such capacity or arising out of his or her status as such whether or not the corporation would have the power to indemnify him or her against such liabilities under Section 145; and that, unless indemnification is ordered by a court, the determination that indemnification under subsections (a) and (b) of Section 145 is proper because the director, officer, employee or agent has met the applicable standard of conduct under such subsections shall be made by (1) a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (3) by the stockholders.

We have in effect insurance policies for general officers’ and directors’ liability insurance covering all of our officers and directors. In addition, we have entered into indemnification agreements with our directors and officers. These indemnification agreements may require us, among other things, to indemnify each such director or officer for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by such director or officer in any action or proceeding arising out of his or her service as one of our directors or officers.

Item 15. Recent Sales of Unregistered Securities

During the three years preceding the filing of this registration statement, we have issued the following securities which were not registered under the Securities Act of 1933, as amended:

on April 1, 2021, we issued 2.8070312 shares of common stock to Da Vinci Purchaser Holdings LP in connection with the acquisition of Avoca Group, Inc.; and

on November 2, 2020, we issued 9.8870650 shares of common stock to Da Vinci Purchaser Holdings LP in connection with the acquisition of Trifecta Multimedia, LLC.

The issuances of the securities in the transactions described above were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Rules 506 and 701 promulgated thereunder. The securities were issued directly by the registrant and did not involve a public offering or general solicitation. The recipients of such securities represented their intentions to acquire the securities for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof.

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Item 16. Exhibits and Financial Statement Schedules

(a)    Exhibits.

Exhibit No.	Exhibit Description
1.1	Form of Underwriting Agreement.
3.1	Certificate of Incorporation of the Company, as amended to date and as currently in effect.
3.2	Form of Amended and Restated Certificate of Incorporation of the Company, to be effective upon the consummation of this offering.
3.3*	Amended and Restated Bylaws of the Company, as amended to date and as currently in effect.
3.4	Form of Amended and Restated Bylaws of the Company, to be effective upon the consummation of this offering.
4.1	Specimen Common Stock Certificate of the Company.
4.2	Form of Amended and Restated Registration Rights Agreement, to be effective immediately prior to the effectiveness of the registration statement.
4.3	Form of Voting Agreement, to be effective immediately prior to the effectiveness of the registration statement.
5.1	Opinion of Latham & Watkins LLP.
10.1*	First Lien Term Credit Agreement, dated January  8, 2020, by and among WCG Purchaser Corp. (formerly known as Da Vinci Purchaser Corp.), WCG Purchaser Intermediate Corp. (formerly known as Da Vinci Purchaser Intermediate Corp.), Barclays Bank PLC and the lenders party thereto.
10.2*	First Amendment to First Lien Term Credit Agreement, dated November  2, 2020, by and among WCG Purchaser Corp. (formerly known as Da Vinci Purchaser Corp.), WCG Purchaser Intermediate Corp. (formerly known as Da Vinci Purchaser Intermediate Corp.), Barclays Bank PLC and the lenders party thereto.
10.3	Second Amendment to First Lien Credit Agreement, dated July 13, 2021, by and among WCG Purchaser Corp. (formerly known as Da Vinci Purchaser Corp.), WCG Purchaser Intermediate Corp. (formerly known as Da Vinci Purchaser Intermediate Corp.), Barclays Bank PLC and the lenders party thereto.
10.4	Third Amendment to First Lien Credit Agreement, dated as of July 20, 2021, by and among WCG Purchaser Corp. (formerly known as Da Vinci Purchaser Corp.), WCG Purchaser Intermediate Corp. (formerly known as Da Vinci Purchaser Intermediate Corp.), Barclays Bank PLC and the lenders party thereto.
10.5*	Second Lien Term Credit Agreement, dated January  8, 2020, by and among WCG Purchaser Corp. (formerly known as Da Vinci Purchaser Corp.), WCG Purchaser Intermediate Corp. (formerly known as Da Vinci Purchaser Intermediate Corp.), Wilmington Trust, National Association and the lenders party thereto.
10.6+	Amended and Restated Employment Agreement, dated July 23, 2021, by and between the WCG Clinical, Inc. and Donald A. Deieso, Ph.D.
10.7+	Amended and Restated Employment Agreement, dated July 23, 2021, by and between the WCG Clinical, Inc. and Nicholas Slack.
10.8+	Amended and Restated Employment Agreement, dated July 23, 2021, by and between the WCG Clinical, Inc. and Laurie L. Jackson.
10.9*+	2020 Class B Unit Incentive Equity Plan of Da Vinci Purchaser Holdings LP.

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Exhibit No.	Exhibit Description
10.10*+	Form Class B Award Agreement under the 2020 Class B Unit Incentive Equity Plan of Da Vinci Purchaser Holdings L.P.
10.11+	2021 Incentive Award Plan of the Company, to be effective upon the consummation of this offering.
10.12+	Non-Employee Director Compensation Policy.
10.13+	Form of Indemnification Agreement.
21.1	List of subsidiaries of WCG Clinical, Inc.
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
23.2	Consent of BDO USA LLP, independent registered public accounting firm.
23.3	Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on signature page).
99.1	Consent of Charles D. Kennedy to be listed as a director nominee.

* Previously filed.

+ Indicates management contract or compensatory plan.

(b)    Financial Statement Schedules.

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or the notes thereto.

Item 17. Undertakings

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, New Jersey on this 27th day of July, 2021.

WCG CLINICAL, INC.
By:	/s/ Donald A. Deieso, Ph.D.
	Name:	Donald A. Deieso, Ph.D.
	Title:	Executive Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Donald A. Deieso, Ph.D. Donald A. Deieso, Ph.D.	Executive Chairman and Chief Executive Officer (principal executive officer)	July 27, 2021
/s/ Laurie L. Jackson Laurie L. Jackson	Chief Financial Officer and Chief Administration Officer (principal financial and accounting officer)	July 27, 2021
* John Baumer	Director	July 27, 2021
* Eugene Gorbach	Director	July 27, 2021
* Henrik Kjær Hansen	Director	July 27, 2021

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Signature	Title	Date
* Stephen McLean	Director	July 27, 2021
* Kavita Patel, MD	Director	July 27, 2021
* Richard Pilnik	Director	July 27, 2021
* James Rothman, Ph.D.	Director	July 27, 2021
* Peter Zippelius	Director	July 27, 2021

*By:	/s/ Laurie L. Jackson
	Laurie L. Jackson
	Attorney-in-fact

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EX-1.1

Exhibit 1.1

WCG Clinical, Inc.

Common Stock

Underwriting Agreement

[•], 2021

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC

BofA Securities, Inc.

As representatives (the “Representatives”) of the several Underwriters

named in Schedule I hereto,

c/o Goldman Sachs & Co. LLC

200 West Street,

New York, New York 10282

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Ladies and Gentlemen:

WCG Clinical, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [•] shares (the “Firm Shares”) and, at the election of the Underwriters, up to [•] additional shares (the “Optional Shares”) of the Company’s common stock, par value $0.01 per share (“Stock”). The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares.”

In connection with the “Transaction”, which closed on January 8, 2020, a subsidiary of the Company purchased all of the issued and outstanding equity interests in the “Acquiree” from “Seller” (as each such term is defined in the Registration Statement and the Pricing Prospectus under the caption “Basis of Presentation”). Accordingly, references herein to the Company at any time or for any period prior to the consummation of the Transaction shall be understood to refer to the Acquiree.

In connection with the offering contemplated by this Agreement, the “Distribution” (as such term is defined in the Registration Statement and the Pricing Prospectus under the caption “Prospectus Summary—Distribution”) were or will be effected, pursuant to which Da Vinci Purchaser Holdings LP, the Company’s direct parent (the “Parent”), will be liquidated and the unitholders of Parent will receive shares of Stock.

1. The Company represents and warrants to, and agrees with, each of the Underwriters that:

(a) A registration statement on Form S–1 (File No. 333-257611) (the “Initial Registration Statement”) in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with respect to the Initial Registration Statement has been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Act has been initiated or, to the Company’s knowledge, threatened by the Commission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the various parts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement”; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus”; such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act or Rule 163B under the Act is hereinafter called a “Testing-the-Waters Communication”; and any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act is hereinafter called a “Written Testing-the-Waters Communication”; and any “issuer free writing prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);

(b) (i) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission, and (ii) each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the applicable requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b) of this Agreement);

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(c) For the purposes of this Agreement, the “Applicable Time” is [•]:[•] [a.m.][p.m.] (Eastern time) on the date of this Agreement. The Pricing Prospectus, as supplemented by the information listed on Schedule II(c) hereto, taken together (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not, and as of each Time of Delivery (as defined in Section 4(a) of this Agreement) will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus, and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication, as supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not, and as of each Time of Delivery, will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the Underwriter Information;

(d) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information;

(e) Neither the Company nor any of its subsidiaries has, since the date of the latest audited financial statements included in the Pricing Prospectus, (i) sustained any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree or (ii) entered into any transaction or agreement (whether or not in the ordinary course of business) that is material to the Company and its subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, that is material to the Company and its subsidiaries taken as a whole, in each case otherwise than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been (x) any change in the capital stock (other than as a result of (i) the exercise, if any, of stock options or the award, if any, of stock options or restricted stock in the ordinary course of business pursuant to the Company’s equity plans that are described in the Pricing Prospectus and the Prospectus, (ii) the issuance, if any, of stock upon conversion of Company securities as described in the Pricing Prospectus and the Prospectus or (iii) the 330,000-for-1 stock split contemplated in the Pricing Prospectus and the Prospectus) or long-term or short-term debt of the Company or any of its subsidiaries (except for the transactions contemplated in the Pricing Prospectus and Prospectus) or (y) any Material Adverse Effect (as defined below); as used in this Agreement, “Material Adverse Effect” shall mean any material adverse change or effect, or any development involving a prospective material adverse change or effect, in or affecting (i) the business, properties, general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth or contemplated in the Pricing Prospectus, or (ii) the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus, including the Distribution;

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(f) The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries;

(g) Each of the Company and each of its subsidiaries has been (i) duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus, and (ii) duly qualified as a foreign corporation for the transaction of business and is in good standing (where such concept exists) under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and each subsidiary of the Company has been listed in the Registration Statement;

(h) The Company has an authorized capitalization as set forth in the Pricing Prospectus and all of the issued and outstanding shares of capital stock of the Company, have been duly and validly authorized and issued and are fully paid and non-assessable and conform to the description of the Stock contained in the Pricing Disclosure Package and the Prospectus; and all of the issued shares of capital stock of, or other equity interests in, each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable and (except, in the case of any foreign subsidiary, for directors’ qualifying shares) are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims, except for liens and encumbrances pursuant to the Credit Facilities (as such term is defined disclosed in the Pricing Prospectus and the Prospectus);

(i) The Shares to be issued and sold by the Company have been duly and validly authorized and, when issued and delivered against payment therefor as provided herein, will be duly and validly issued and fully paid and non-assessable and will conform to the description of the Stock contained in the Pricing Disclosure Package and the Prospectus; and the issuance of the Shares is not subject to any preemptive or similar rights;

(j) The issue and sale of the Shares, the compliance by the Company with this Agreement and the consummation of the transactions contemplated in this Agreement and the Pricing Prospectus, including the Distribution, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (i) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, except, in the case of this clause (i) for such defaults, breaches, or violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) the certificate of incorporation or by-laws (or other applicable organizational document) of the Company or any of its subsidiaries or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties, except, in the case of this clause (iii) for such breaches, violations or

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defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, including the Distribution, except such as have been obtained under the Act, the approval by the Financial Industry Regulatory Authority (“FINRA”) of the underwriting terms and arrangements and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the Underwriters;

(k) Neither the Company nor any of its subsidiaries is (i) in violation of its certificate of incorporation or by-laws (or other applicable organizational document), (ii) in violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except, in the case of the foregoing clauses (ii) and (iii), for such violations or defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(l) The statements set forth in the Pricing Prospectus and the Prospectus under the caption “Description of Capital Stock”, insofar as they purport to constitute a summary of the terms of the Stock, and under the captions “Material U.S. Federal Income Tax Consequences to Non-U.S. Holders” and “Underwriting”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and complete in all material respects;

(m) Other than as set forth in the Pricing Prospectus, there are no legal, governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which the Company or any of its subsidiaries or, to the Company’s knowledge, any officer or director of the Company is a party or of which any property of the Company or any of its subsidiaries or, to the Company’s knowledge, any officer or director of the Company is the subject which, if determined adversely to the Company or any of its subsidiaries (or such officer or director), would individually or in the aggregate reasonably be expected to have a Material Adverse Effect; and, to the Company’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or others; there are no current or pending Actions that are required under the Act to be described in the Registration Statement or the Pricing Prospectus that are not so described therein; and there are no statutes, regulations or contracts or other documents that are required under the Act to be filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement and the Pricing Prospectus;

(n) The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof, will not be an “investment company”, as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);

(o) At the time of filing the Initial Registration Statement and any post-effective amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined under Rule 405 under the Act;

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(p) Deloitte & Touche LLP, who have certified certain financial statements of the Company and its subsidiaries, and BDO USA, LLP, who have certified certain financial statements of the Seller and its subsidiaries, are each independent public accountants as required by the Act and the rules and regulations of the Commission thereunder;

(q) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that (i) complies with the requirements of the Exchange Act applicable to the Company, (ii) has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and (iii) is sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and except as disclosed in the Pricing Prospectus, the Company’s internal control over financial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting (it being understood that this subsection shall not require the Company to comply with Section 404 of the Sarbanes Oxley Act of 2002 as of an earlier date than it would otherwise be required to so comply under applicable law);

(r) Since the date of the latest audited financial statements included in the Pricing Prospectus, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;

(s) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act applicable to the Company; such disclosure controls and procedures have been designed to ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective;

(t) This Agreement has been duly authorized, executed and delivered by the Company;

(u) Neither the Company nor any of its subsidiaries or affiliates, nor any director, officer or employee of the Company or any of its subsidiaries or affiliates nor, to the knowledge of the Company, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries or affiliates has (i) made, offered, promised or authorized any unlawful contribution, gift, entertainment or other unlawful expense (or taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any person or government official (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) (“Government Official”) in order to influence official action) or (ii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as

6

amended, or the rules and regulations thereunder, the Bribery Act 2010 of the United Kingdom or any other applicable anti-corruption, anti-bribery or related law, statute or regulation (collectively, “Anti-Corruption Laws”); the Company and its subsidiaries and affiliates have conducted their businesses in compliance with Anti-Corruption Laws and have instituted and maintained and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; neither the Company nor any of its subsidiaries or affiliates will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of Anti-Corruption Laws;

(v) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance with the requirements of applicable anti-money laundering laws, including, but not limited to, the Bank Secrecy Act of 1970, as amended by the USA PATRIOT ACT of 2001, and the rules and regulations promulgated thereunder, and the applicable anti-money laundering laws of the various jurisdictions in which the Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulation or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

(w) Neither the Company nor any of its subsidiaries, nor any director, officer of the Company or any of its subsidiaries or, to the knowledge of the Company, any employee, any agent, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries is an individual or entity (“Person”) that is, or is owned or controlled by one or more Persons that are (i) currently the subject or the target of any sanctions administered or enforced by the U.S. Government, including, without limitation the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or the U.S. Department of State and including, without limitation the designation as a “specially designated national” or “blocked person,” the European Union, Her Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority (collectively, “Sanctions”), (ii) located, organized, or resident in a country or territory that is the subject or target of Sanctions (as of the date of this Agreement, Crimea, Cuba, Iran, North Korea and Syria) (a “Sanctioned Jurisdiction”), and the Company will not, directly or indirectly, use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person or entity (A) to fund or facilitate any activities of or business with any Person, or in any country or territory, that, at the time of such funding, is the subject or the target of Sanctions, in violation of applicable Sanctions, or (B) in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions; neither the Company nor any of its subsidiaries is engaged in, will engage in, or has, at any time in the past five years, engaged in, any dealings or transactions with or involving any Person that was or is, as applicable, at the time of such dealing or transaction, the subject or target of Sanctions or with or in any Sanctioned Jurisdiction;

(x) The financial statements included in the Registration Statement, the Pricing Prospectus and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial position of the Company and its subsidiaries at the dates indicated and the statement of operations, comprehensive (loss) income, redeemable preferred units and members’ equity, stockholders’ equity and cash flows of the Company and its subsidiaries for the periods specified; said financial statements have been prepared in conformity

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with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly, in all material respects and in accordance with GAAP, the information required to be stated therein. The summary financial information included in the Registration Statement, the Pricing Prospectus and the Prospectus present fairly, in all material respects, the information shown therein and, other than the non-GAAP measures, have been compiled on a basis consistent with that of the audited financial statements included therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Prospectus or the Prospectus under the Act or the rules and regulations promulgated thereunder. All disclosures contained in the Registration Statement, the Pricing Prospectus and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable;

(y) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and each of its subsidiaries (i) own or otherwise possess adequate rights to use all patents, trademarks, service marks, trade names, domain names and other source indicators or identifiers, copyrights, trade secrets and all other intellectual property necessary for the conduct of their respective businesses, (ii) have not received any written notice since January 1, 2016 claiming that the Company or any of its subsidiaries has infringed, misappropriated, or violated any such rights of others and, to the knowledge of the Company, do not, through the conduct of their respective businesses, infringe, misappropriate or violate any such right of others, (iii) to the knowledge of the Company, such rights of the Company and its subsidiaries are not being infringed, misappropriated or violated by any person, (iv) no third party has possession of, or any current or contingent right to access or possess, any proprietary source code of the Company or its subsidiaries, except pursuant to source code escrow agreements with industry-standard release conditions and (v) the Company’s proprietary software that is distributed or made available to third parties does not incorporate, use or interact with any open source or similar software in a manner that would require the Company or any of its subsidiaries to make such source code available to third parties;

(z) (i) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT Systems”) are adequate for, and operate and perform in all respects as required in connection with the operation of the business of the Company and its subsidiaries as currently conducted, and free and clear of all bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants; (ii) the Company and its subsidiaries have implemented and maintained reasonable controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there have been no breaches, violations, outages or unauthorized uses of or accesses to same, nor any incidents under internal review or investigations relating to the same; (iii) the Company and its subsidiaries are presently in compliance in all material respects with applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification;

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(aa) No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) included in any of the Registration Statement, the Pricing Prospectus or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith;

(bb) Nothing has come to the attention of the Company that has caused the Company to believe that the statistical and market-related data included in each of the Registration Statement, the Pricing Prospectus and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects;

(cc) To the extent applicable to the Company on the date hereof, there is and has been no failure on the part of the Company or any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications;

(dd) Neither the Company nor any of its affiliates has taken or will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company or any of its subsidiaries in connection with the offering of the Shares;

(ee) The Company and each of its subsidiaries have such permits, licenses, registrations, approvals, consents, franchises and other approvals or authorizations of governmental or regulatory authorities (“Permits”) as are necessary under applicable law to own their respective properties and conduct their respective businesses as currently conducted in the manner described in the Registration Statement, the Pricing Prospectus and the Prospectus, except for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received notice of any proceedings related to the revocation or modification of any such Permits that, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Material Adverse Effect. Neither the Company nor its subsidiaries has any reason to believe that any such Permits will not be renewed in the ordinary course of business, except where such non-renewal would not, individually or in the aggregate, have a Material Adverse Effect;

(ff) The Company and its subsidiaries, taken as a whole, are insured against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged and as required by law;

(gg) From the time of initial confidential submission of a registration statement relating to the Shares with the Commission through the date hereof, the Company has been and is an “emerging growth company” as defined in Section 2(a)(19) of the Act (an “Emerging Growth Company”);

(hh) (A) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, with respect to each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that is sponsored, maintained or contributed to by the Company or its subsidiaries and, with respect to any employee benefit plan subject to Title IV of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (the “Code”), to which the Company, its subsidiaries or any trade or business, whether or not incorporated, that, together with the Company, would be deemed to be a “single employer” within the meaning of Section 4001(b) of ERISA or Section 414

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of the Code (an “ERISA Affiliate”) could have any liability (each, a “Plan”), (i) no event of the kind described in Section 4043(c) of ERISA has occurred; (ii) the fair market value of the assets under each Plan exceeds the present value of all benefits accrued under such Plan (determined based on those assumptions used to fund such Plan); (iii) no non-exempt prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred, (iv) each Plan is in compliance with applicable law, including, without limitation, ERISA and the Code, (v) neither the Company nor any ERISA Affiliate has incurred or reasonably expects to incur any liability with respect to any Plan under Title IV of ERISA (other than contributions to the Plan or premiums to the Pension Benefit Guaranty Corporation in the ordinary course and without default), (vi) neither the Company nor any of its direct or indirect subsidiaries has any liability in respect of any post-employment health, medical or life insurance benefits for former, current or future employees of the Company or any subsidiary, except as required to avoid excise tax under Section 4980B of the Code or any similar law, (vii) none of the Company or any of its ERISA Affiliates, sponsors, contributes to or has any obligation to contribute to any “multiemployer pension plan” (as defined in Section 3(37) of ERISA), (viii) there is no pending audit or investigation by the Internal Revenue Service, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other governmental agency or any foreign regulatory agency with respect to any Plan and (ix) no Plan is, or is reasonably expected to be, in “at risk status” (within the meaning of Section 303(i) of ERISA), and no Plan that is a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA is in “endangered status” or “critical status” (within the meaning of Sections 304 and 305 of ERISA) and (B) (i) none of the following events has occurred or is reasonably likely to occur: (a) an increase in the aggregate amount of contributions required to be made to all Plans by the Company or its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the Company and its subsidiaries’ most recently completed fiscal year; or (b) an increase in the Company and its subsidiaries’ “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) compared to the amount of such obligations in the Company and its subsidiaries’ most recently completed fiscal year; (ii) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified, and nothing has occurred, whether by action or by failure to act, which would cause the loss of such qualification and (iii) for each Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA, no Plan has failed (whether or not waived), or is reasonably expected to fail, to satisfy the minimum funding standards (within the meaning of Section 302 of ERISA or Section 412 of the Code) applicable to such Plan;

(ii) (i) The Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution, to the protection of human health or safety, the environment or natural resources, or to hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described the Registration Statement, the Pricing

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Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws;

(jj) No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries, on the one hand, and the directors, officers, shareholders, customers or suppliers of the Company or any of its subsidiaries, on the other, that is required by the 1933 Act to be described in the Registration Statement and the Prospectus and that is not so described in such documents and in the Pricing Disclosure Package;

(kk) Neither the Company or any of its subsidiaries is a party to any contract, agreement or understanding with any person (other than this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or any Underwriter for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares;

(ll) The Company and its subsidiaries are and have been in compliance with all applicable Health Care Laws (as defined below), except as would not, individually or in the aggregate, have a Material Adverse Effect. For purposes of this Agreement, the “Health Care Laws” means: (i) the Federal Food, Drug, and Cosmetic Act and the regulations of the U.S. Food and Drug Administration (“FDA”), and any similar foreign, federal, state, and local laws or regulations; (ii) foreign, federal, state, and local laws and regulations regarding institutional review boards, ethical review, biosafety review, and the protection of human subjects, including but not limited to the applicable provisions of Public Health Service Act, the Federal Policy for the Protection of Human Subjects (the “Common Rule”) and U.S. Department of Health and Human Services (“HHS”) regulations in 45 C.F.R. Part 46; (iii) all applicable U.S. federal, state, local and all applicable foreign health care related fraud and abuse laws, including, without limitation, the U.S. Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the U.S. Civil False Claims Act (31 U.S.C. §§ 3729 et seq.), 18 U.S.C. Sections 286 and 287, the federal health care program false statement law (42 U.S.C. § 1320a-7b(a)), the Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a), the health care fraud criminal provisions under the U.S. Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) (42 U.S.C. §§ 1320d et seq.), and the exclusion laws (42 U.S.C. § 1320a-7); (iv) the Administrative Simplification provisions of HIPAA, the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. §§ 17921 et seq.), and any applicable state or foreign counterpart thereof or other law or regulation the purpose of which is to protect the data and/or privacy of individuals; (v) applicable regulations promulgated pursuant to such laws; (vi) any amendments to such laws or regulations; and (vii) applicable laws and regulations regarding licensure of professionals, services, and facilities. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company or its subsidiaries since July 1, 2016 has not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, inquiry, arbitration or other action from any court or arbitrator or governmental or regulatory authority (including any warning letter, untitled letter, It Has Come to Our Attention letter or unresolved FDA Form 483) alleging that any service, product, operation or activity is in violation of any applicable Health Care Laws in any material respect other than any such claim, action, suit, proceeding, hearing, enforcement, investigation, inquiry,

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arbitration or other action which has been resolved without the payment of any fine or penalty on the part of the Company or its subsidiaries nor, to the knowledge of the Company, is any such claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action threatened. Except as would not, individually or in the aggregate, have a Material Adverse Effect: the Company and its subsidiaries have filed, maintained or submitted all reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments as required by any applicable Health Care Laws and all such reports, documents, forms, notices, applications, records, claims, submissions and supplements or amendments were complete and accurate on the date filed (or were corrected or supplemented by a subsequent submission). The Company or its subsidiaries is not a party to any material corporate integrity agreements, deferred prosecution agreements, monitoring agreements, consent decrees, settlement orders or similar agreements with or imposed by any governmental or regulatory authority, or has any reporting obligations, plan of correction or other remedial measures entered into pursuant to any such agreement entered into with, or such decree or order issued by, any such governmental or regulatory authority with respect to any Health Care Law. Additionally, none of the Company, any of its subsidiaries nor any of its or their respective employees, officers or directors, or, to the knowledge of the Company, agents, is listed as disqualified, excluded, suspended or debarred by any governmental or regulatory authority or, to the knowledge of the Company, is subject to a governmental inquiry, investigation, inquiry, proceeding, or other similar action that could reasonably be expected to result in disqualification, debarment, suspension, or exclusion;

(mm) Except as would not, individually or in the aggregate, have a Material Adverse Effect: the Company and its subsidiaries have submitted and possess, or qualify for applicable exemptions to, such valid and current Permits issued or required by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their businesses as currently conducted as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus (collectively, the “Authorizations”), including, without limitation, all such Authorizations required by the HHS, FDA or any other state, federal or foreign agencies or bodies that regulate, oversee, or are engaged in research, nonclinical studies, preclinical studies, clinical trials, tests or studies (including human subjects research), or the products that are the subject of such studies, and the Company or its subsidiaries has not received any written notice of proceedings relating to the revocation, termination, limitation, suspension or material adverse modification of, or material non-compliance with, any such Authorization;

(nn) Since January 1, 2016, the services, products, operations, and activities of the Company that are described in the Registration Statement, Pricing Sale Prospectus, and the Prospectus (collectively, “Services”) were and, if still pending, are being conducted in all material respects in accordance with all applicable Health Care Laws; and none of the Company or its subsidiaries has received any written notice of, or written correspondence from, any governmental or regulatory authority alleging or asserting material noncompliance of such Services with applicable Health Care Laws. To the knowledge of the Company, no governmental or regulatory authority is considering such action.

(oo) Except (i) as described in the Registration Statement, the Pricing Sale Prospectus and the Prospectus or (ii) as would not reasonably be expected to have a Material Adverse Effect, with respect to each Government Contract (as defined below): (A) during the five years prior to the date hereof, (1) the Company and each of its subsidiaries has complied with all laws, regulations and requirements applicable to Government Contracts or Government Proposals (as defined below) and the terms and conditions of (including all representations and certifications relating to) each Government Contract and Government Proposal, including compliance with accounting requirements; (2) neither the Company nor any of its subsidiaries nor any of their

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respective Principals (as defined in 48 C.F.R. § 2.101), or, to the knowledge of the Company, current employees is or has been suspended or debarred, or proposed for debarment or suspension from government contracting declared ineligible or determined non-responsible; (3) no governmental body or prime contractor or subcontractor has notified the Company or any of its subsidiaries, as applicable, in writing of any breach or violation of any applicable law that remains unresolved and pertains to any Government Contract; (4) neither the Company nor any of its subsidiaries has received any notice of termination for default, cure notice or show cause notice that remains unresolved and pertains to any Government Contract; (5) neither the Company nor any of its subsidiaries has received any written or oral notice of any audits or investigations that pertains to a Government Contract; (6) neither the Company nor any of its subsidiaries has conducted an internal investigation or compliance review, or made any voluntary or mandatory disclosure to any governmental body with respect to any irregularity, misstatement, significant overpayment or violation of law arising under or relating to any Government Contract; (7) neither the Company nor any of its subsidiaries has been subject to a civil fraud law suit or received a subpoena or civil investigative demand issued by any governmental body regarding any Government Contract; and (8) neither the Company nor any of its subsidiaries is subject to claims or disputes in excess of $250,000 as a result of a written finding or determination by a Governmental Authority, and no Governmental Authority has withheld or set off or attempted to withhold or set off, an amount in excess of $250,000 otherwise due or payable to the Company or any subsidiary under any Government Contract; and (B) neither the Company nor any of its subsidiaries holds a facility security clearance as defined in the National Industrial Security Program Operating Manual (DoD 5220.22-M) or any similar security clearance issued by any non-U.S. Governmental Authority. As used herein, “Government Contract” means any prime contract, subcontract, purchase order, task order, delivery order, teaming agreement, joint venture agreement, strategic alliance agreement, basic ordering agreement, pricing agreement, letter contract, grant, subgrant or other similar written arrangement of any kind, between the Company or any of its subsidiaries, on the one hand, and any governmental body or any prime contractor or subcontractor (at any tier) of any governmental body, on the other hand. As used herein, “Government Proposal” means a bid, quote, tender, offer or proposal which, if accepted, would result in a Government Contract.

(pp) The Company and its subsidiaries have paid all federal, state, local and non-U.S. taxes required to be paid by any of them and filed all federal, state, local and non-U.S. tax returns required to be filed by any of them through the date hereof, except (A) as otherwise disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (B) for any taxes which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in the applicable financial statements in accordance with GAAP or (C) where the failure to pay or file would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no tax deficiency that has been asserted in writing against the Company or any of its subsidiaries or any of their respective properties or assets, except (x) for such deficiencies as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (y) as otherwise disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus.

2. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $[•], the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of

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such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in clause (a) of this Section 2 (provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares), that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder.

The Company hereby grants to the Underwriters the right to purchase at their election up to [•] Optional Shares, at the purchase price per share set forth in the paragraph above, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

3. Upon the authorization by you of the release of the Shares, the several Underwriters propose to offer the Shares for sale upon the terms and conditions set forth in the Pricing Disclosure Package and the Prospectus.

4. (a) The Shares to be purchased by each Underwriter hereunder, in definitive or book-entry form, and in such authorized denominations and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company shall be delivered by or on behalf of the Company to the Representatives, through the facilities of the Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance. The Company will cause the certificates, if any, representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on [•], 2021 or such other time and date as the Representatives and the Company may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York City time, on the date specified by the Representatives in the written notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery”, such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.

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(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(j) hereof will be delivered at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at [•] p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation (where not otherwise required) or to file a general consent to service of process in any jurisdiction (where not otherwise required);

(c) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement (or such later time as may be agreed by the Company and the Representatives) and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would

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include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to its securityholders as soon as practicable (which may be satisfied by filing with the Commission’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”) or any successor thereto), but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158);

(e) (i) During the period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus (the “Lock-Up Period”), not to (A) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under the Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants to purchase shares of Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Stock or any such substantially similar securities or (B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or any such other securities, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Stock or such other securities, in cash or otherwise, in each case of (A) and (B) above, or publically disclose intention thereof, without the prior written consent of the Representatives;

The restrictions contained in the preceding paragraph shall not apply to (A) the Shares to be sold hereunder; (B) the issuance by the Company of shares of Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof as described in each of the Pricing Prospectus and the Prospectus; (C) the grant of compensatory equity-based awards, and/or the issuance of shares of Stock with respect thereto, or the filing of any registration statement on Form S-8 (including any resale registration statement on Form S-8) relating to securities granted, issued or to be granted pursuant to any plan described in each of the Pricing Prospectus and the Prospectus or any assumed benefit plan contemplated by clause (B); (D) any shares of Stock issued pursuant to any non-employee director compensation plan or program disclosed in the Registration Statement, Pricing Prospectus or Prospectus; (E) the purchase of shares of Stock pursuant to employee stock purchase plans described in each of the Pricing Prospectus and the Prospectus; (F) Stock or any securities convertible into, or exercisable or exchangeable for, Stock, or the entrance into an agreement to issue Stock or any securities convertible into, or exercisable or exchangeable for, Stock, in connection with any

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merger, joint venture, strategic alliances, commercial or other collaborative transaction or the acquisition or license of the business, property, technology or other assets of another individual or entity or the assumption of an employee benefit plan in connection with a merger or acquisition; provided that the aggregate number of Stock or any securities convertible into, or exercisable or exchangeable for, Stock that the Company may issue or agree to issue pursuant to this clause (F) shall not exceed 10% of the total outstanding share capital of the Company immediately following the issuance of the Shares; and provided further, that the recipients of any such shares of Stock and securities issued pursuant to this clause (F) during the Lock-Up Period shall enter into an agreement substantially in the form attached hereto on or prior to such issuance; (G) the confidential submission of any registration statement relating to any proposed offering of shares of Stock or any securities convertible into or exercisable or exchangeable for Stock beneficially owned by the stockholders named in Schedule IV hereto (or there transferees), provided that, no offering or sale of any Stock shall be made during the term of the lock-up letter signed by such stockholder without the prior written release, waiver or consent from the Representatives; or (H) facilitating the establishment of a trading plan on behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Stock, provided that (i) such plan does not provide for the transfer of Stock during the term of the lock-up letter signed by such stockholder and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Stock may be made under such plan during the term of the lock-up letter signed by such stockholder.

(ii) If the Representatives, in their sole discretion, agree to release or waive the restrictions set forth in a lock-up letters in the form attached as Annex II pursuant to Section 8(i) hereof, in each case for an officer or director of the Company, and provide the Company with notice of the impending release or waiver at least three business days before the effective date of the release or waiver, the Company agrees to announce the intention to make an impending release or waiver by a press release substantially in the form of Annex III hereto through a major news service at least two business days before the effective date of the release or waiver;

(f) During a period of three years from the effective date of the Registration Statement, so long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act, to furnish to its stockholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its stockholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail; provided that no report or other information need to be furnished pursuant to this Section 5(f) to the extent that it is available on EDGAR;

(g) During a period of three years from the effective date of the Registration Statement, so long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act, to furnish to you copies of all reports or other communications (financial or other) furnished to stockholders, and to deliver to you (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission); provided that no reports, documents or other information need to be furnished pursuant to this Section 5(g) to the extent that they are available on EDGAR;

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(h) To use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds”;

(i) To use its best efforts to list, subject to notice of issuance, the Shares on the Nasdaq Global Select Market (the “Exchange”);

(j) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the Act;

(k) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c) of the Commission’s Informal and Other Procedures (16 CFR 202.3a);

(l) Upon reasonable request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Shares (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred;

(m) To promptly notify you if the Company ceases to be an Emerging Growth Company at any time prior to the later of (i) completion of the distribution of the Shares within the meaning of the Act and (ii) the last Time of Delivery;

(n) To deliver to each Underwriter (or its agent), on or before the date of execution of this Agreement, a properly completed and executed certification regarding beneficial owners of legal entity customers, together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing certification; and

6. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus required to be filed with the Commission; any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listed on Schedule II(a) hereto;

(b) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic road show;

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(c) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Written Testing-the-Waters Communication any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication would conflict with the information in the Registration Statement, the Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus, Written Testing-the-Waters Communication or other document which will correct such conflict, statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with the Underwriter Information;

(d) The Company represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any Testing-the-Waters Communications, other than Testing-the-Waters Communications with the prior consent of the Representatives with entities that the Company reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act; and (ii) it has not distributed, or authorized any other person to distribute, any Written Testing-the-Waters Communication, other than those distributed with the prior consent of the Representatives that are listed on Schedule II(d) hereto; and the Company reconfirms that the Underwriters have been authorized to act on its behalf in engaging in Testing-the-Waters Communications;

(e) Each Underwriter represents and agrees that any Testing-the-Waters Communications undertaken by it were with entities that such Underwriter reasonably believes are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act.

7. The Company covenants and agrees with the several Underwriters that (a) the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Written Testing-the-Waters Communication, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 5(b) hereof, including the reasonably incurred fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey; (iv) all fees and expenses in connection with listing the Shares on the Exchange; (v) the filing fees incident to, and the reasonably incurred fees and disbursements of counsel for the Underwriters in connection with, any required review by the Financial Industry Regulatory Authority (“FINRA”) of the terms of the sale of the Shares; (vi) the cost of preparing stock certificates; if applicable; (vii) the cost and charges of any transfer agent

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or registrar and (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section, provided, however, that the amount payable by the Company pursuant to subsection (iii) or the reasonable fees and disbursements of counsel to the Underwriters described in subsection (v) of this Section 7 shall not exceed $35,000 in the aggregate. It is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make and all travel and lodging expenses of the Underwriters and their representatives and counsel.

8. The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein are, at and as of the Applicable Time and such Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Act shall have been initiated or threatened by the Commission no stop order suspending or preventing the use of the Pricing Prospectus, Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;

(b) Simpson Thacher Bartlett LLP, counsel for the Underwriters, shall have furnished to you such written opinion and negative assurance letter, each dated such Time of Delivery, in form and substance satisfactory to you, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(c) Latham & Watkins LLP, counsel for the Company, shall have furnished to you their written opinion and negative assurance letter, each dated such Time of Delivery, in form and substance satisfactory to you;

(d) (i) On the date of the Prospectus at a time concurrently with the execution of this Agreement, at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, Deloitte & Touche LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you and (ii) on the date of the Prospectus at a time concurrently with the execution of this Agreement, and at 9:30 a.m., New York City time, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement, BDO USA, LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, in each case containing statements and information of the type customarily included in accountants’ “comfort letters” to underwriters with respect to the financial

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statements and certain financial information contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus (except that, in any letter dated at a Time of Delivery, the specified “cut-off” date referred to in the comfort letters shall be a date no more than three business days prior to such Time of Delivery);

(e) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change or effect, or any development involving a prospective change or effect, in or affecting (x) the business, properties, general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole, except as set forth or contemplated in the Pricing Prospectus, or (y) the ability of the Company to perform its obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus, including the Distribution, the effect of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;

(f) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities “nationally recognized statistical rating organization”, as defined in Section 3(a)(62) of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities;

(g) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, the NASDAQ Global Market, or other relevant exchanges; (ii) a suspension or material limitation in trading in the Company’s securities on the Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;

(h) The Shares to be sold at such Time of Delivery shall have been duly listed, subject to notice of issuance, on the Exchange;

(i) The Company shall have obtained and delivered to the Underwriters executed copies of an agreement from each officer, director, and stockholder of the Company listed on Schedule III hereto, substantially to the effect set forth in Annex II hereto in form and substance satisfactory to you;

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(j) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement;

(k) The Company shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company, satisfactory to you as to the accuracy of the representations and warranties of the Company, herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to such other matters as you may reasonably request, and the Company shall have furnished or caused to be furnished certificates as to the matters set forth in subsections (a) and (e) of this Section 8;

(l) The Distribution shall have been consummated as described in the Prospectus.

(m) On the date of the Prospectus at a time concurrently with the execution of this Agreement, on the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, The Representatives shall have received a certificate from the Company signed by the chief financial officer, in form and substance satisfactory to the Representatives, stating the conclusions and findings of such individual, in his or her capacity as chief financial officer of the Company, with respect to the financial information and other matters requested by the Representatives.

(n) At each Time of Delivery, the Company shall have furnished to the Representatives such additional information, certificates, opinions or documents as the Representatives may reasonably request.

9. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under the Act (a “roadshow”), any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any reasonably incurred legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any Testing-the-Waters Communication, in reliance upon and in conformity with the Underwriter Information.

(b) Each Underwriter, severally and not jointly, will indemnify and hold harmless the Company and against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus,

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the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow, or any Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow, or any Testing-the-Waters Communication, in reliance upon and in conformity with the Underwriter Information; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred. As used in this Agreement with respect to an Underwriter and an applicable document, “Underwriter Information” shall mean the written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fifth paragraph under the caption “Underwriting”, and the information contained in the fourteenth, fifteenth and sixteenth paragraphs under the caption “Underwriting”.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) of this Section 9 of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; provided that the failure to notify the indemnifying party shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding paragraphs of this Section 9. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement.

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(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each employee, officer and director of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act and each broker-dealer or other affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company (including any person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company) and to each person, if any, who controls the Company within the meaning of the Act.

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10. (a) If any Underwriter shall default in its obligation to purchase the Shares that it has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then the Company shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any director, officer, employee, affiliate or controlling person of any Underwriter, or the Company or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Shares.

25

12. If this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason any Shares are not delivered by or on behalf of the Company as provided herein, or the Underwriters decline to purchase the Shares for any reason permitted under this Agreement, the Company will reimburse the Underwriters through you for all out-of-pocket expenses approved in writing by you, including reasonably incurred fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

13. In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you as the Representatives.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the Representatives c/o Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Registration Department, Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department and BofA Securities, Inc. at One Bryant Park, New York, New York 10036, Attention of Syndicate Department (email: dg.ecm_execution_services@bofa.com), with a copy to ECM Legal (email: dg.ecm_legal@bofa.com); if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth on the cover of the Registration Statement, Attention: Chief Legal Officer; provided, however, that any notice to an Underwriter pursuant to Section 9(b) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire or telex constituting such Questionnaire, which address will be supplied to the Company by you on request; provided further that notices under subsection 5(e) shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as you at Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282, Attention: Control Room, Morgan Stanley & Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department and BofA Securities, Inc. at One Bryant Park, New York, New York 10036, Attention of Syndicate Department (email: dg.ecm_execution_services@bofa.com), with a copy to ECM Legal (email: dg.ecm_legal@bofa.com). Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

14. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, or any director, officer, employee, or affiliate of any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

26

15. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

16. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Company, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement, (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate and (v) none of the activities of the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. The Company agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

17. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company and the Underwriters, or any of them, with respect to the subject matter hereof.

18. This Agreement and any transaction contemplated by this Agreement and any claim, controversy or dispute arising under or related thereto shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would results in the application of any other law than the laws of the State of New York. The Company agrees that any suit or proceeding arising in respect of this Agreement or any transaction contemplated by this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the jurisdiction of, and to venue in, such courts.

19. The Company and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

20. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

21. Notwithstanding anything herein to the contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company relating to that treatment and structure, without the Underwriters

27

imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts that may be relevant to that treatment.

22. Recognition of the U.S. Special Resolution Regimes.

(a) In the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

(c) As used in this section:

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and each of the Representatives plus one for each counsel counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters,

28

the form of which shall be submitted to the Company for examination, upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours, WCG Clinical, Inc.
By:
	Name:
	Title:

Accepted as of the date hereof
Goldman Sachs & Co. LLC
By:
	Name:
	Title:
Morgan Stanley & Co. LLC

By:
	Name:
	Title:
BofA Securities, Inc.
By:
	Name:
	Title:

On behalf of each of the Underwriters

29

SCHEDULE I

Underwriter	Total Number of Firm Shares to be Purchased	Number of Optional Shares to be Purchased if Maximum Option Exercised
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
BofA Securities, Inc.
Barclays Capital Inc.
Jefferies LLC
William Blair & Company, L.L.C.
BMO Capital Markets Corp.
UBS Securities LLC
SVB Leerink LLC
HSBC Securities (USA) Inc.
Total

SCHEDULE II

(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package

[Electronic Roadshow dated [•]]

(b) Additional documents incorporated by reference

[None]

(c) Information other than the Pricing Prospectus that comprise the Pricing Disclosure Package

The initial public offering price per share for the Shares is $[•].

The number of Shares purchased by the Underwriters is [•].

(d) Written Testing-the-Waters Communications

[None]

SCHEDULE III

List of Officers, Directors and Equityholders to Execute the Lock-Up Agreement

Officers:

Donald A. Deieso

Nicholas Slack

Laurie L. Jackson

Barbara J. Shander

Dawn Flitcraft

Christina Armstrong

Marco Capasso

David Forster

Frank Garafalo

Jill Johnston

Alan Lefkowitz

Lindsay McNair

Jonathan Seltzer

Directors:

John Baumer

Eugene Gorbach

Henrik Kjær Hansen

Charles D. Kennedy

Stephen McLean

Kavita Patel

Richard Pilnik

James Rothman

Peter Zippelius

Equityholders:

Lori Abrams

ACP WCG Co-Invest 1-2020 LP

ACP WCG Co-Invest 1-2020 LP

ACP WCG Co-Invest 2-2020 LP

ACP WCG Co-Invest 3-2020 LP

ACP WCG Co-Invest 4-2020 LP

Megan Aiken

Arsenal Capital Partners IV LP

Arsenal Capital Partners IV-B LP

Arsenal Capital Partners V LP

Arsenal Capital Partners V-B LP

Avoca Group, Inc.

Alessandro Ballard

James Bannon

Gregory Barrett

Steven Beales

Cerdi Beltre

Mark Bogas

David Borasky Jr.

Tamara Bowles

George Brenner

Lisa Calicchio

Diane Carozza

Cynthia Carter

Suzanne Caruso

William Castell

Michael Cioffi

Jeffrey Cooper

Randy Czaniecki

Ibrahim Dagher

Dein Investment Pte Ltd.

Maria di Meglio

Peter Dibiaso

Christopher Dorf

Steven Downing

Charles Eibeler

Steven Eisenstein

Victoria England

Christopher English

ePharmaSolutions Inc.

Anne Garvey

Ken Getz

Eunice Gilcrease

Norman Goldfarb

Green Equity Investors Side VII, L.P.

Green Equity Investors VII, L.P.

Seth Halvorson

Gerald Hanson

Melissa Havens

Nan Hayworth

Scott Hayworth

Carsten Henke

Steven Herne

Sunny Hong

Stuart Horowitz

Elizabeth Hoyle

Amy Hutnik

Sofija Jovic

David Ju

Ping Kao

John Katen

Jeremy Katz

Nathaniel Katz

David Kettinger

LGP Associates VII-A LLC

LGP Associates VII-B LLC

Lisa La Luna

33

John LaSelva

Andrea Licari

Jeffrey Litwin

Colleen LoConte

Christopher Martin

Linda Martin

Douglas Mayer

Lindsay McCarthy

Anita McCaslin

Robert McGrath

Stephen McLean, Jr

Brooke Millman-Ice

Theresa Moench

Arturo Morales

Matthew Morris

April Mulroney

Joseph Mumma

Brian Mundy

Ian Neilson

Seth Nelson

Robert Newman

Novo Holdings A/S

Nick Ng

Emmanuel Olart

Andrew Olmsted

Alison O’Neill

Mark Opler

Joseph O’Rourke

Karen Paritee

Natan Paz

Casey Phillips

Angela Pitwood

Dawn Pope

Christopher Randolph

Monika Roberts

Timothy Schuckman

Bindi Shah-Johnson

Stephen Smith

Lauren Sobocinski

Craig Sowell

Lauren Stark

Magdalin Stavrianidis

David Steffenson

Jonathan Suarez

Linda Sullivan

Mark Summers

Ronald Thornton

Trifecta Multimedia Holdings Inc.

Megan Trost

Meghan Weiss

Eric Whiston

34

Patricia Whited

Angela Wilmer

Janet Wittes

Pascale Witz

Lauren Wollman

Kristi Wood

Manuela Zosulis

Jonathan Zung

35

SCHEDULE IV

Donald A. Deieso

Nicholas Slack

Laurie L. Jackson

Barbara J. Shander

Dawn Flitcraft

John Baumer

Eugene Gorbach

Henrik Kjær Hansen

Charles D. Kennedy

Stephen McLean

Kavita Patel

Richard Pilnik

James Rothman

Peter Zippelius

ACP WCG Co-Invest 1-2020 LP

ACP WCG Co-Invest 1-2020 LP

ACP WCG Co-Invest 2-2020 LP

ACP WCG Co-Invest 3-2020 LP

ACP WCG Co-Invest 4-2020 LP

Arsenal Capital Partners IV LP

Arsenal Capital Partners IV-B LP

Arsenal Capital Partners V LP

Arsenal Capital Partners V-B LP

Dein Investment Pte Ltd.

Green Equity Investors Side VII, L.P.

Green Equity Investors VII, L.P.

LGP Associates VII-A LLC

LGP Associates VII-B LLC

Novo Holdings A/S

36

ANNEX I

[FORM OF PRESS RELEASE]

WCG Clinical, Inc.

[Date], 2021

WCG Clinical, Inc. (the “Company”) announced today that Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc., the lead book-running managers in the recent public sale of         shares of the Company’s common stock, are [waiving] [releasing] a lock-up restriction with respect to    shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on        , 20    , and the shares may be sold on or after such date.

This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.

ANNEX II

[FORM OF LOCK-UP AGREEMENT]

WCG Clinical, Inc.

Lock-Up Agreement

[Date], 2021

Goldman Sachs & Co. LLC

Morgan Stanley & Co. LLC

BofA Securities, Inc.

c/o Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282-2198

c/o Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

Re: WCG Clinical, Inc. - Lock-Up Agreement

Ladies and Gentlemen:

The undersigned understands that Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with WCG Clinical, Inc., a Delaware corporation (the “Company”), providing for a public offering (the “Public Offering”) of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to a Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission (the “SEC”). Capitalized terms used but not defined herein shall have the meaning assigned to it in the Underwriting Agreement.

In consideration of the agreement by the Underwriters to offer and sell the Shares, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date 180 days after the date set forth on the final prospectus used to sell the Shares (the “Lock-Up Period”), the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of any shares of Common Stock of the Company, or any options or warrants to purchase any shares of Common Stock of the Company, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock of the Company (such options, warrants or other securities, collectively,

“Derivative Instruments”), including without limitation any such shares or Derivative Instruments now owned or hereafter acquired by the undersigned, (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any shares of Common Stock of the Company or Derivative Instruments, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”) or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) above or transaction or arrangement described in clause (ii) above. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or which reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period. [Notwithstanding the foregoing, in the event the Company determines to confidentially submit, file or cause to be confidentially submitted or filed a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Common Stock of the Company, the undersigned may request inclusion of, and may include, its shares of Common Stock in such registration statement so long as (i) the undersigned shall have notified the Representatives at least three business days in advance of any such submission and (ii) none of the undersigned, the Company or its affiliates publicly discloses the intention to take any of the actions restricted by this paragraph in connection therewith.]¹ For the avoidance of doubt, notwithstanding any provision in this agreement to the contrary, nothing in this agreement shall be deemed to prohibit the initial distribution or transfer of shares of Common Stock to the undersigned or its affiliates prior to the Public Offering from Da Vinci Purchaser Holdings LP, a Delaware limited partnership and the parent company of the Company.

[Notwithstanding the foregoing, subject to compliance with applicable securities laws including without limitation Rule 144 promulgated under the Securities Act, the undersigned may following the commencement of the second Trading Day after the Company publicly announces its earnings (which for this purpose shall include reporting of financial results on a press release or a Form 10-Q but shall not include reporting of “flash” numbers or preliminary or partial earnings) for the first completed quarterly period following the most recent period for which financial statements (which, for the avoidance of doubt, shall not include “flash” numbers) are included in the Prospectus (the “First Earnings Release”), sell in a registered public offering (the “Post-Earnings Offering”) a number of shares of Common Stock that, together with the shares of Common Stock sold in the Post-Earnings Offering by other holders of Common Stock pursuant to similar provisions in lock-up agreements, is in the aggregate not in excess of 60% of the number of Shares sold in the Public Offering; provided that the last reported closing price of the Common Stock on the exchange on which the Common Stock is listed is at least 30% greater than the initial public offering price per share set forth on the cover page of the Prospectus for any 10 Trading Days out of the 15-consecutive full Trading Day period ending on the closing of the Trading Day immediately following the First Earnings Release (where “Trading Day” means a day on which the New York Stock Exchange and the Nasdaq Stock Market are open for the buying and selling of securities); provided, further, that the (i) shares of Common Stock that may be sold

¹  NTD: For Sponsors and Section 16 D&O only.

2

by any stockholder (including the undersigned) in the Post-Earnings Offering shall be pro rata in proportion to the shares of Common Stock held by such stockholder and (ii) if the undersigned declines to participate in the Post-Earnings Offering, (a) none of the undersigned’s shares of Common Stock shall be released pursuant to this paragraph and (b) the undersigned’s pro rata allocation may be redistributed amongst the other selling stockholders in the Post-Earnings Offering.]²

If the undersigned is an officer or director of the Company, (i) each of the Representatives agree that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Stock, the Representatives will notify the Company of the impending release or waiver, and (ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by press release through a major news service or any other method that satisfies the obligations described in FINRA Rule 5131(d) at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect at the time of the transfer.

Notwithstanding the foregoing, the undersigned may transfer the undersigned’s shares of Common Stock of the Company in the following transactions:

(a) transactions relating to shares of Common Stock or other securities acquired (1) in the Public Offering (subject to the restriction on shares purchased by officers or directors of the Company set forth below) or (2) in open market transactions after the completion of the Public Offering;

(b) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, or for bona fide estate planning purposes;

(c) if the undersigned is a corporation, partnership, limited liability company or other business entity, (A) to another corporation, partnership, limited liability company or other business entity that is an affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlled or managed by the undersigned or affiliates of the undersigned, or (B) as part of a distribution by the undersigned to its stockholders, partners, members or other equityholders or to the estate of any such stockholders, partners, members or other equityholders;

(d) by will, other testamentary document or intestacy;

(e) to any member of the undersigned’s immediate family or to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, or if the undersigned is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust (for purposes of this agreement, “immediate family” shall mean any relationship by blood, current or former marriage, domestic partnership or adoption, not more remote than first cousin);

²  NTD: For Sponsors and Section 16 D&O only.

3

(f) by operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement;

(g) facilitating the establishment of a trading plan on behalf of a stockholder, officer or director of the Company pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Lock-Up Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Lock-Up Period;

(h) transfers to the Company from an employee of or service provider of the Company upon death, disability or termination of employment, in each case, of such employee or service provider;

(i) (A) transfers to the Company in connection with the vesting, settlement, or exercise of restricted stock units, options, warrants or other rights to purchase shares of Common Stock (including, in each case, by way of “net” or “cashless” exercise), including for the payment of exercise price and tax and remittance payments due as a result of the vesting, settlement, or exercise of such restricted stock units, options, warrants or rights, or (B) transfers necessary (including transfers on the open market) to generate such amount of cash needed for the payment of taxes, including estimated taxes, due as a result of the vesting or settlement of restricted stock units whether by means of a “net settlement” or otherwise, and in all such cases described in subclauses (A) and (B), provided that any such shares of Common Stock received upon such exercise, vesting or settlement shall be subject to the terms of this agreement, and provided further that any such restricted stock units, options, warrants or rights are held by the undersigned pursuant to an agreement or equity awards granted under a stock incentive plan or other equity award plan, each such agreement or plan which is described in the Prospectus;

(j) transfers to the Company in connection with the repurchase of shares of Common Stock issued pursuant to equity awards granted under a stock incentive plan or other equity award plan, which plan is described in the Prospectus, or pursuant to the agreements pursuant to which such shares were issued, as described in the Prospectus; provided that such repurchase of shares of Common Stock is in connection with the termination of the undersigned’s service-provider relationship with the Company;

(k) transfers pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board of Directors of the Company and made to all holders of the Company’s capital stock involving a Change of Control of the Company; provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, the undersigned’s Common Stock shall remain subject to the provisions of this agreement;

4

(l) exercise of any rights to purchase, exchange or convert any stock options granted to the undersigned pursuant to the Company’s equity incentive plans referred to in the Prospectus, or any warrants or other securities convertible into or exercisable or exchangeable for shares of Common Stock, which warrants or other securities are described in the Prospectus;

(m) to the Underwriters pursuant to the Underwriting Agreement; and

(n) with the prior written consent of each of the Representatives;

provided that in the case of clauses (a), (b), (c), and (e) above no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such transfer or distribution (other than a filing on Form 5);

provided that in the case of clauses (d), (f), (h), (i), (j) and (l), (1) any filing under Section 16 of the Exchange Act made during the Lock-Up Period shall clearly indicate in the footnotes thereto that (A) the filing relates to the circumstances described in the applicable clause and (B) to the extent applicable, the underlying shares of Common Stock continue to be subject to the restrictions on transfer set forth in this lock-up agreement and (2) the undersigned does not otherwise voluntarily effect any other public filings or reports regarding such exercise during the Lock-Up Period;

provided that in the case of any transfer or distribution pursuant to clause (b), (c), (d), (e) or (f), each transferee, donee or distributee shall sign and deliver a lock-up agreement substantially in the form of this agreement;

provided that in the case of any conversion, reclassification exchange or exercise pursuant to clause (l), any such shares of Common Stock received upon such shall remain subject to the provisions of this agreement; and

provided that in the case of clauses (b), (c), (d) and (e), such transfer shall not involve a disposition for value.

For purposes of clause (k), “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similar transaction), in one transaction or a series of related transactions, to a person or group of affiliated persons (as defined in Section 13(d)(3) of the Exchange Act), of shares of capital stock if, after such transfer, such person or group of affiliated persons would beneficially own (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) at least a majority of the outstanding voting securities of the Company (or the surviving entity).

The undersigned acknowledges and agrees that none of the Underwriters has made any recommendation or provided any investment or other advice to the undersigned with respect to this Lock-Up Agreement or the subject matter hereof, and the undersigned has consulted its own legal, accounting, financial, regulatory, tax and other advisors with respect to this Lock-Up Agreement and the subject matter hereof to the extent the undersigned has deemed appropriate. The undersigned further acknowledges and agrees that, although the Underwriters may provide certain Regulation Best Interest and Form CRS disclosures or other related documentation to you in connection with the Public Offering, the Underwriters are not making a recommendation to you to participate in the Public Offering or sell any Shares at the price determined in the Public Offering, and nothing set forth in such disclosures or documentation is intended to suggest that any Underwriter is making such a recommendation.

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Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an underwriting agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

[The Underwriters agree that in the event any Underwriter enters into, or has entered into, any other lock-up agreement in connection with the Public Offering, all material terms, including but not limited to all material restrictions, in such other lock-up agreement shall be the same as, or less favorable than (with respect to the terms granted to the stockholder party to such agreement), such terms granted to the undersigned pursuant to this agreement. The Underwriters further agree that if any Major Holder (as defined below) party to a lock-up agreement in connection with the Public Offering is in any way released from, or receives a waiver of, any of its obligations pursuant to such lock-up agreement (including by amendment to the lock-up agreement or otherwise) (a “Released Party”), the undersigned will be similarly and contemporaneously released or waived from its obligations hereunder (which for the avoidance of doubt will include a release or waiver of the same percent of shares of Common Stock as the percent of shares of Common Stock held by the Released Party that are subject to the release or waiver, with such percentage calculated by reference to the aggregate number of shares of Common Stock beneficially owned by the Released Party and persons or entities, if any, identified as associated with such Released Party in a footnote to the Principal Stockholders table of the prospectus relating to the Public Offering (the “Pro-Rata Release”)), and the Underwriters shall provide prompt notice thereof to the undersigned at least two business days prior to the effectiveness of the release or waiver with respect to the Released Party; provided that failure to provide such notice will not release the undersigned from its obligations hereunder or result in any losses, claims, damages or liabilities, joint or several, against the Underwriters. Notwithstanding the foregoing, no waiver or release will trigger a Pro-Rata Release, if: (a) such releases or waivers granted to any individual party or parties (other than stockholders subject to Section 16 reporting with respect to the Company under the Exchange Act) represent in the aggregate for all such waivers or terminations an aggregate amount less than or equal to 1% of the Company’s total then outstanding Common Stock, (b) such release or waiver is effected solely to permit a transfer not involving a disposition for value and the transferee has agreed in writing to sign and deliver a lock-up agreement substantially in the form of this agreement or (c) such release or waiver is granted to a holder of Common Stock in connection with an underwritten public offering of Common Stock pursuant to a registration statement that is filed with the SEC and the undersigned has been given via written notice, and the undersigned has declined, the opportunity to participate in such underwritten public offering (for the avoidance of doubt, if the undersigned elects to participate in such public offering but with respect to a percentage of Common Stock of the undersigned that is less than the Pro-Rata Release, then any remaining Common Stock of the undersigned shall remain subject to this Lock-Up Agreement). For purposes of this Agreement, each of the following persons is a “Major Holder”: each officer and director of the Company, investment funds affiliated with or advised by Arsenal Capital Partners, investment funds affiliated with or advised by Leonard Green & Partners, L.P., Dein Investment Pte. Ltd and Novo Holdings A/S.]³

Notwithstanding anything herein to the contrary, if (i) the closing of the Public Offering has not occurred prior to September 15, 2021, (ii) the registration statement related to the Public Offering is withdrawn prior to the execution of the Underwriting Agreement, or (iii) the Company notifies the Representatives or the Representatives notify the Company, in either case in writing prior to the execution of the Underwriting Agreement, that the notifying party does not intend to proceed with the Public Offering, this agreement shall automatically terminate and be of no further force or effect.

³  NTD: For Sponsors and Section 16 D&O only.

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The Underwriters and the undersigned irrevocably and unreservedly agree that this agreement may be executed by way of electronic signatures and agree that this agreement, or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record.

The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Common Stock of the Company or Derivative Instruments except in compliance with the foregoing restrictions. This agreement shall be governed by and construed in accordance with the laws of the State of New York.

Very truly yours,

Exact Name of Shareholder

Authorized Signature

Title

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EX-3.1

Exhibit 3.1

CERTIFICATE OF INCORPORATION

OF

DA VINCI PURCHASER HOLDINGS CORP.

FIRST: The name of the Company is Da Vinci Purchaser Holdings Corp.

SECOND: The address of the Company’s registered office in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, County of Kent, Dover, Delaware 19904, and the name of its registered agent at such address is National Registered Agents, Inc. ·

THIRD: The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware as it now exists or may hereafter be amended and supplemented.

FOURTH: The total number of shares of stock which the Company shall have authority to issue is 1,000 having a par value of $.01 per share. All such shares are Common Stock and shall be uncertificated.

FIFTH: The name and mailing address of the incorporator is:

Christian Galgano

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter or repeal the bylaws of the corporation.

SEVENTH: No director of this corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.

EIGHTH: Election of directors need not be by written ballot unless the bylaws of the corporation shall so provide.

I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, herein declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 1^st day of November, 2019.

/s/ Christian Galgano

Christian Galgano

Sole Incorporator

CERTIFICATE OF AMENDMENT TO   CERTIFICATE OF INCORPORATION OF   DA VINCI PURCHASER HOLDINGS CORP.

Da Vinci Purchaser Holdings Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:

1. The name of the Corporation is “Da Vinci Purchaser Holdings Corp.” and this corporation was incorporated pursuant to the General Corporation Law on November 1, 2019 under the name “Da Vinci Purchaser Holdings Corp.”.

2. This Certificate of Amendment has been duly adopted by the Board of Directors of the Corporation in order to change the name and registered agent of the Corporation, in accordance with the applicable provisions of Section 242 and Section 133 of the General Corporation Law.

3. Article FIRST of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as follows:

The name of this Company is “WCG Purchaser Holdings Corp.”.

4. Article SECOND of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as follows:

The address of the Company’s registered office in the State of Delaware is c/o Corporation Service Company, 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808, and the name of its registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this February 13, 2020.

By:	/s/ Alan Lefkowitz
Name:	Alan Lefkowitz
Title:	Vice President and Secretary

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION OF

WCG PURCHASER HOLDINGS CORP.

WCG Purchaser Holdings Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:

1. The name of the Corporation is “WCG Purchaser Holdings Corp.” and this corporation was incorporated pursuant to the General Corporation Law on November 1, 2019 under the name “Da Vinci Purchaser Holdings Corp.”.

2. Article FOURTH of the Corporation’s Certificate of Incorporation, as amended prior to the date hereof, is hereby amended to read in its entirety as follows:

The total number of shares of stock which the Company shall have authority to issue is 1,200 having a par value of $0.01 per share. All such shares are Common Stock and shall be uncertificated.

3. Except as otherwise set forth in this Certificate of Amendment, the Corporation’s Certificate of Incorporation, as amended prior to the date hereof, shall remain unchanged.

4. This Certificate of Amendment has been duly adopted in accordance with Sections 228 and 242 of the General Corporation Law by the Board of Directors and the sole stockholder of the Corporation.

[Signature Page Follows]

The Corporation has caused this Certificate of Amendment to Certificate of Incorporation to be signed this 9th day of April, 2021.

WCG PURCHASER HOLDINGS CORP.
By:	/s/ Alan Lefkowitz
Name:	Alan Lefkowitz
Title:	Vice President and Secretary

CERTIFICATE OF AMENDMENT

TO

THE CERTIFICATE OF INCORPORATION

OF

WCG PURCHASER HOLDINGS CORP.

Adopted in accordance with the provisions

of Section 242 of the General Corporation Law of

the State of Delaware

WCG Purchaser Holdings Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify as follows:

FIRST:    The name of the Corporation is “WCG Purchaser Holdings Corp.” and this corporation was incorporated pursuant to the General Corporation Law on November 1, 2019 under the name “Da Vinci Purchaser Holdings Corp.”.

SECOND:    This Certificate of Amendment has been duly adopted by the Board of Directors of the Corporation in order to change the name of the Corporation, in accordance with the applicable provisions of Section 242 and Section 133 of the General Corporation Law.

THIRD:    Article FIRST of the Corporation’s Certificate of Incorporation is hereby amended to read in its entirety as follows:

The name of this Company is “WCG Clinical, Inc.”

[Signature Page Follows]

IN WITNESS WHEREOF, I have subscribed this document on the date set forth below and do hereby affirm, under the penalties of perjury, that the statements contained therein have been examined by me and are true and correct.

Date: May 4, 2021

WCG PURCHASER HOLDINGS CORP.
By:	/s/Alan Leftkowitz
Name:	Alan Lefkowitz
Title:	Vice President and Secretary

Delaware	Page 1
The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “WCG CLINICAL, INC.”, FILED IN THIS OFFICE ON THE TWENTY-SIXTH DAY OF JULY, A.D. 2021, AT 10:27 O`CLOCK A.M.    

7682670 8100	Authentication: 203760280
SR# 20212797343	Date: 07-26-21
You may verify this certificate online at corp.delaware.gov/authver.shtml

	State of Delaware
CERTIFICATE OF AMENDMENT	Secretary of State
	Division of Corporations
	Delivered 10:27 AM 07/26/2021
TO THE	FILED 10:27 AM 07/26/2021
	SR 20212797343 - File Number 7682670
CERTIFICATE OF INCORPORATION
OF

WCG CLINICAL, INC.

Adopted in accordance with the provisions

of Section 242 of the General Corporation Law of

the State of Delaware

WCG Clinical, Inc. (the “Corporation”), a corporation duly organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY THAT:

1. The Board of Directors of the Corporation duly adopted resolutions by written consent in lieu of a meeting in accordance with Sections 141 (f) and 242 of the General Corporation Law of the State of Delaware setting forth an amendment to the Certificate of Incorporation of the Corporation and declaring said amendment to be advisable, which resolution is as follows:

RESOLVED, that Article FOURTH of the Certificate of lncorporation of the Corporation is hereby amended and restated in its entirety to read as set forth below:

“FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 1,000,000,000 having a par value of $0.01 per share. All such shares are Common Stock and shall be uncertificated.

Upon this Certificate of Amendment becoming effective pursuant to the General Corporation Law of the State of Delaware (the “Effective Time”), each one (1) share of Common Stock, par value $0.01 per share, issued and outstanding or held by the Corporation in treasury immediately prior to the Effective Time (the “Old Common Stock”) shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, subdivided and changed into 330,000 shares of Common Stock, par value $0.01 per share, of the Corporation (the ‘‘New Common Stock”); provided, however, in lieu of any fractional interests in shares of New Common Stock to which any stockholder would otherwise be entitled pursuant hereto

(taking into account all shares of Old Common Stock represented by a given stock certificate), the stockholder shall be entitled to receive a cash payment equal to the amount determined by the Board of the Corporation to be the fair value of such a share multiplied by such fraction. From and after the Effective Time, certificates (if any) representing the Old Common Stock shall represent the number of whole shares of New Common Stock into which such shares shall have been reclassified, subdivided and changed pursuant to this Certificate of Amendment.”

2. The foregoing amendment was duly adopted in accordance with Sections 242 and 228 (by the written consent of the stockholders of the Corporation) of the General Corporation Law of the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Certificate of Amendment to be duly executed this 26th day of July, 2021.

WCG CLINICAL, INC.
By:	/s/ Alan Leftkowitz
Name: Alan Leftkowitz
Title: Vice President and Secretary

[WCG Clinical, inc.—Signature Page to the Stock Split Amendment]

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

WCG CLINICAL, INC.

The name of the corporation is WCG Clinical, Inc. (the “Corporation”). The Corporation was incorporated under the name “WCG Purchaser Holdings Corp.” by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on November 1, 2019. This Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), which amends, restates and integrates and also further amends the provisions of the certificate of incorporation, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”) and by the written consent of the Corporation’s stockholders in accordance with Section 228 of the DGCL. The certificate of incorporation is hereby amended, integrated and restated to read in its entirety as follows:

ARTICLE I

NAME

The name of the corporation is WCG Clinical, Inc.

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE III

PURPOSE AND DURATION

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL. The Corporation is to have a perpetual existence.

ARTICLE IV

CAPITAL STOCK

The total number of shares of all classes of stock that the Corporation shall have authority to issue is 2,020,000,000, which shall be divided into two classes as follows:

2,000,000,000 shares of common stock, par value $0.01 per share (“Common Stock”); and

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20,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”).

Section 1. Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL or any successor provision thereof, and no vote of the holders of Common Stock or Preferred Stock voting separately as a class shall be required therefor.

Section 2. Shares of Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Corporation (the “Board”) is hereby authorized to provide from time to time by resolution or resolutions for the creation and issuance, out of the authorized and unissued shares of Preferred Stock, of one or more series of Preferred Stock by filing a certificate (a “Certificate of Designation”) with the Secretary of State of the State of Delaware pursuant to the DGCL, setting forth such resolution or resolutions and, with respect to each such series, establishing the designation of such series and the number of shares to be included in such series and fixing the terms of such series, the voting powers (full or limited, or no voting power), preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions thereof, of the shares of each such series, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted by the DGCL. Without limiting the generality of the foregoing, and subject to the rights of the holders of any series of Preferred Stock then outstanding, the resolution or resolutions providing for the establishment of any series of Preferred Stock may, to the extent permitted by law, provide that such series shall be superior to, rank equally with or be junior to the Preferred Stock of any other series. The terms, voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of each series of Preferred Stock may be different from those of any and all other series at any time outstanding. Except as otherwise expressly provided in this Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock), no vote of the holders of shares of Preferred Stock or Common Stock shall be a prerequisite to the issuance of any shares of any series of the Preferred Stock so authorized in accordance with this Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock). Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock) or pursuant to the DGCL. Unless otherwise provided in the Certificate of Designation establishing a series of Preferred Stock, the Board may, by resolution or resolutions, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of such series and, if the number of shares of such series shall be so decreased, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution or resolutions originally fixing the number of shares of such series.

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ARTICLE V

BOARD OF DIRECTORS

For the management of the business and for the conduct of the affairs of the Corporation it is further provided that:

Section 1. Except as otherwise provided in this Certificate of Incorporation and the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board. The number of directors which shall constitute the whole Board shall be fixed exclusively by one or more resolutions adopted from time to time by the Board. Except as otherwise expressly provided by the bylaws of the Corporation (as the same may be amended and/or restated from time to time, the “Bylaws”) or delegated by resolution of the Board, the Board shall have the exclusive power and authority to appoint and remove officers of the Corporation.

Section 2. Other than any directors elected by the separate vote of the holders of one or more series of Preferred Stock, if applicable, the Board shall be and is divided into three classes, designated as Class I, Class II and Class III. At the first annual meeting of stockholders following the time at which the initial classification of the Board becomes effective (the “Effective Time”), the term of office of the Class I directors shall expire and Class I directors shall be elected for a term of three years. At the second annual meeting of stockholders following the Effective Time, the term of office of the Class II directors shall expire and Class II directors shall be elected for a term of three years. At the third annual meeting of stockholders following the Effective Time, the term of office of the Class III directors shall expire and Class III directors shall be elected for a term of three years. Subject to any special rights of the holders of one or more series of Preferred Stock to elect directors, at each succeeding annual meeting of stockholders, directors shall be elected for a term of three years to succeed the directors of the class whose terms expire at such annual meeting. No decrease in the number of directors shall shorten the term of any incumbent director. Any such director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, disqualification or removal from office. The Board is authorized to assign members of the Board already in office as of the Effective Time to their respective class.

Section 3. Subject to any special rights of the holders of one or more series of Preferred Stock to elect directors, any director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of stock of the Corporation entitled to vote thereon; provided, however, that prior to the Trigger Event, any individual director may be removed with or without cause by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of stock of the Corporation entitled to vote thereon.

Section 4. Except as otherwise expressly required by law, and subject to any special rights of the holders of one or more series of Preferred Stock to elect directors, any vacancies on the Board resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors shall be filled only by the affirmative vote of a majority of the directors then in office, even if less than a quorum, or by the sole remaining director and shall not be filled by the stockholders. Any director appointed

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in accordance with the preceding sentence shall hold office for a term that shall coincide with the remaining term of the class to which the director shall have been appointed and until such director’s successor shall have been elected and qualified or until his or her earlier death, resignation, disqualification or removal.

Section 5. During any period when the holders of any series of Preferred Stock have the special right to elect additional directors, upon commencement and for the duration of such period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of additional directors, and the holders of such series of Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to the Certificate of Incorporation (including any Certificate of Designation establishing such series of Preferred Stock), and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to the Certificate of Designation establishing such series of Preferred Stock, whichever occurs earlier, subject to his or her earlier death, resignation, disqualification or removal. Except as otherwise provided by this Certificate of Incorporation (including any Certificate of Designation establishing any series of Preferred Stock), whenever the holders of any series of Preferred Stock having the special right to elect additional directors are divested of such right pursuant to this Certificate of Incorporation (including pursuant to any such Certificate of Designation), all such additional directors elected by the holders of such series, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors shall automatically cease to be qualified as directors, the term of office of all such directors shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.

Section 6. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

Section 7. Except as may otherwise be set forth in the resolution or resolutions of the Board providing for the issuance of one or more series of Preferred Stock, and then only with respect to such series of Preferred Stock, cumulative voting in the election of directors is specifically denied.

ARTICLE VI

STOCKHOLDERS

Section 1. Subject to the special rights of the holders of one or more series of Preferred Stock, at any time prior to the Trigger Event, any action required or permitted to be taken by the stockholders of the Corporation may be taken without a meeting if a consent or consents, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation in accordance with Section 228 of the DGCL. From and after the Trigger Event, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation (and may not be taken by consent of the stockholders in lieu of a meeting).

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Section 2. Subject to the special rights of the holders of one or more series of Preferred Stock, special meetings of the stockholders of the Corporation may be called, for any purpose or purposes, at any time by the Chairman of the Board or a resolution adopted by the affirmative vote of the majority of the then-serving members of the Board, but such special meetings may not be called by stockholders or any other Person or Persons (as defined below). Notwithstanding the immediately preceding sentence, prior to the Trigger Event, special meetings of stockholders of the Corporation may be called by the Secretary of the Corporation at the request of a Principal Stockholder.

Section 3. Advance notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

ARTICLE VII

LIABILITY AND INDEMNIFICATION

Section 1. To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended after approval by the stockholders of this Article VII to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended, automatically and without further action, upon the date of such amendment.

Section 2. Neither any amendment nor repeal of this Article VII, nor the adoption by amendment of this Certificate of Incorporation of any provision inconsistent with this Article VII, shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any action or proceeding accruing or arising (or that, but for this Article VII, would accrue or arise) prior to such amendment or repeal or adoption of an inconsistent provision.

ARTICLE VIII

FORUM

Section 1. Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or stockholder of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the DGCL or the Bylaws or this Certificate of Incorporation (as either may be amended and/or restated from time to time) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (iv) any action, suit or proceeding asserting a claim against the Corporation governed by the internal affairs doctrine; and (b) the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

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Section 2. Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article VIII. Notwithstanding the foregoing, the provisions of this Article VIII shall not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the United States have exclusive jurisdiction.

ARTICLE IX

CERTAIN STOCKHOLDER RELATIONSHIPS

Section 1. In recognition and anticipation that (i) certain directors, principals, officers, employees and/or other representatives of the Principal Stockholders and their Affiliates (as defined below) may serve as directors, officers, employees or agents of the Corporation, (ii) the Principal Stockholders and their Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) members of the Board who are not employees of the Corporation (“Non-Employee Directors”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article IX are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve any of the Principal Stockholders, the Non-Employee Directors or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.

Section 2. None of (i) the Principal Stockholders or any of their Affiliates or (ii) any Non-Employee Director or his or her Affiliates (the Persons identified in (i) and (ii) above being referred to, collectively, as “Identified Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (1) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with the Corporation or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces pursuant to Section 122(17) of the DGCL any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section 3 of this Article IX. Subject to Section 3 of this Article IX, in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted

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by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person.

Section 3. The Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director if such opportunity is expressly offered to such Person solely in his or her capacity as a director or officer of the Corporation, and the provisions of Section 2 of this Article IX shall not apply to any such corporate opportunity.

Section 4. In addition to and notwithstanding the foregoing provisions of this Article IX, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted, to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.

Section 5. For purposes of this Article IX, “Affiliate” shall mean (a) in respect of any Principal Stockholder, any Person that, directly or indirectly, is controlled by such Principal Stockholder, controls such Principal Stockholder or is under common control with such Principal Stockholder and shall include (i) any principal, member, director, partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation) and (ii) any funds or vehicles advised by Affiliates of such Principal Stockholder, (b) in respect of a Non-Employee Director, any Person that, directly or indirectly, is controlled by such Non-Employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (c) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation.

Section 6. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article IX.

ARTICLE X

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS

Section 1. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by this Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred upon stockholders, directors or any other persons herein are granted by and pursuant to this Certificate of Incorporation in its current form or as hereafter amended are granted subject to the rights reserved in this Article X. Notwithstanding the foregoing, from and after the Trigger Event, notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of stock required by law or by this Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of

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Preferred Stock), the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class, shall be required to alter, amend, repeal or adopt any provision inconsistent with any of Articles V, VI, VII, VIII, IX or this Article X.

Section 2. The Board is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws. The stockholders shall also have the power to make, repeal, alter, amended and rescind, in whole or in part, the Bylaws, provided, however, that, from and after the Trigger Event, in addition to any affirmative vote of the holders of any particular class or series of stock required by law or by this Certificate of Incorporation (including any Certificate of Designation in respect of one or more series of Preferred Stock), the affirmative vote of the holders of at least 66 2/3% of the voting power of the outstanding shares of stock entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend or repeal, in whole or in part, any provision of the Bylaws.

ARTICLE XI

DGCL SECTION 203

Section 1. The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL.

Section 2. Notwithstanding the foregoing, the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Corporation’s Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any interested stockholder (as defined below) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:

(a) prior to such time, the Board approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder,

(b) upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned by (i) persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or

(c) at or subsequent to such time, the business combination is approved by the Board and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the Corporation which is not owned by the interested stockholder.

Section 3. For purposes of this Article XI, references to:

(a) “affiliate” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person.

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(b) “associate”, when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.

(c) “business combination”, when used in reference to the Corporation and any interested stockholder of the Corporation, means:

(i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (a) with the interested stockholder, or (b) with any other corporation, partnership, unincorporated association or other entity if (x) the merger or consolidation is caused by the interested stockholder and (y) as a result of such merger or consolidation Section 2 of this Article XI is not applicable to the surviving entity;

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;

(iii) any transaction which results in the issuance or transfer by the Corporation, or by any direct or indirect majority-owned subsidiary of the Corporation, of any stock of the Corporation, or of such subsidiary, to the interested stockholder, except: (a) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation, or any such subsidiary, which securities were outstanding prior to the time that the interested stockholder became such; (b) pursuant to a merger under Section 251(g) of the DGCL; (c) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (d) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (e) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (c) through (e) of this subsection (iii) shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments);

(iv) any transaction involving the Corporation, or any direct or indirect majority-owned subsidiary of the Corporation, which has the effect, directly or indirectly, of increasing the proportionate share of stock of any class or series, or securities exercisable for,

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exchangeable for or convertible into stock of any class or series, of the Corporation, or of any such subsidiary, which is owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or

(v) any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (i) through (iv) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary of the Corporation.

(d) “control”, including the terms “controlling,” “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of a corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Section 2, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

(e) “interested stockholder” means (x) any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation at any time within the three (3) year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder, and (y) the affiliates and associates of such person; but “interested stockholder” shall not include (a) the Principal Stockholders, any Sponsor Direct Transferee, any Sponsor Indirect Transferee or any of their respective affiliates or successors or any “group”, or any member of any such group, to which such persons are a party under Rule 13d-5 of the Exchange Act, (b) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation, provided that such person specified in this clause (b) shall be an interested stockholder if thereafter such person acquires any additional shares of voting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person, or (c) a stockholder that becomes an interested stockholder inadvertently and (x) as soon as practicable divests itself of ownership of sufficient shares so that such stockholder ceases to be an interested stockholder and (y) would not, at any time within the three-year period immediately prior to a business combination between the Corporation and such stockholder, have been an interested stockholder but for the inadvertent acquisition of ownership. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

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(f) “owner,” including the terms “own” and “owned,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:

(i) beneficially owns such stock, directly or indirectly; or

(ii) has (a) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (b) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more persons; or

(iii) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (b) of subsection (ii) above), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.

(g) “person” means any individual, corporation, partnership, unincorporated association or other entity.

(h) “Sponsor Direct Transferee” means any person that acquires (other than in a registered public offering) directly from any Principal Stockholder or any of their respective affiliates or successors or any “group”, or any member of any such group, of which such persons are a party under Rule 13d-5 of the Exchange Act, beneficial ownership of 15% or more of the then outstanding voting stock of the Corporation.

(i) “Sponsor Indirect Transferee” means any person that acquires (other than in a registered public offering) directly from any Sponsor Direct Transferee or any other Sponsor Indirect Transferee beneficial ownership of 15% or more of the then outstanding voting stock of the Corporation.

(j) “stock” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

(k) “voting stock” means stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity. Every reference in this Article XI to a percentage or proportion of voting stock shall refer to such percentage or other proportion of the votes of such voting stock.

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ARTICLE XII

MISCELLANEOUS

If any provision or provisions (or part thereof) of this Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock) shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provision or provisions (or part thereof) in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, any Certificate of Designation relating to any series of Preferred Stock and each portion of any paragraph of this Certificate of Incorporation or Certificate of Designation containing any such provision or provisions held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions (or parts thereof) of this Certificate of Incorporation (including, without limitation, any Certificate of Designation relating to any series of Preferred Stock and each such portion of any paragraph of this Certificate of Incorporation or Certificate of Designation containing any such provision or provisions held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

ARTICLE XIII

INTERPRETATION

For as long as the Voting Agreement remains in effect, in the event of any conflict between the terms and provisions of this Certificate of Incorporation and those contained in the Voting Agreement, the terms and provisions of the Voting Agreement shall govern and control, except as provided otherwise by mandatory provisions of the DGCL.

ARTICLE XIV

DEFINITIONS

As used in this Certificate of Incorporation, except as otherwise expressly provided herein and unless the context requires otherwise, the following terms shall have the following meanings:

“Affiliate” means, other than as set forth in Section 5 of Article IX, with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the power to direct or cause the direction of the affairs or management of that Person, whether through the ownership of voting securities, as trustee (or the power to appoint a trustee), as a personal representative or executor, by contract, credit arrangement or otherwise and “controlled” and “controlling” have meanings correlative to the foregoing.

“Arsenal” means investment funds affiliated with or advised by Arsenal Capital Partners.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations).

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“GIC Investor” means Dein Investment Pte. Ltd.

“LGP” means investment funds affiliated with or advised by Leonard Green & Partners, L.P.

“Novo” means Novo Holdings A/S.

“Person” means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include any successor (by merger or otherwise) of such entity.

“Principal Stockholders” means LGP, Arsenal, Novo and the GIC Investor.

“Trigger Event” means the first date on which the Principal Stockholders cease to beneficially own (directly or indirectly) more than 50% of the voting power of the outstanding shares of Common Stock. For the purpose of this Certificate of Incorporation, “beneficial ownership” shall be determined in accordance with Rule 13d-3 promulgated under the Exchange Act.

“Voting Agreement” means the Voting Agreement, dated [ ● ], 2021, by and among the Corporation, the Principal Stockholders and other parties thereto, as may be amended and/or restated from time to time.

* * * *

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IN WITNESS WHEREOF, WCG Clinical, Inc. has caused this Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer on this [ ● ] day of [ ● ], 2021.

WCG Clinical, Inc.
By:
Name:	Barbara J. Shander
Title:	Chief Legal Officer and EVP of Corporate Development

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EX-3.4

Exhibit 3.4

Amended and Restated Bylaws of

WCG Clinical, Inc.

(a Delaware corporation)

Table of Contents

Article I - Corporate Offices
1.1	Registered Office
1.2	Other Offices
Article II - Meetings of Stockholders
2.1	Place of Meetings
2.2	Annual Meeting
2.3	Special Meeting
2.4	Notice of Business to be Brought Before a Meeting
2.5	Notice of Nominations for Election to the Board of Directors
2.6	Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors.
2.7	Notice of Stockholders’ Meetings
2.8	Quorum
2.9	Adjourned Meeting; Notice
2.10	Conduct of Business
2.11	Voting
2.12	Record Date for Stockholder Meetings and Other Purposes
2.13	Proxies
2.14	List of Stockholders Entitled to Vote
2.15	Inspectors of Election
Article III - Directors
3.1	Powers
3.2	Number of Directors
3.3	Election, Qualification and Term of Office of Directors
3.4	Resignation and Vacancies
3.5	Place of Meetings; Meetings by Telephone
3.6	Regular Meetings
3.7	Special Meetings; Notice
3.8	Quorum
3.9	Board Action by Written Consent without a Meeting
3.10	Fees and Compensation of Directors
Article IV - Committees
4.1	Committees of Directors
4.2	Committee Minutes
4.3	Meetings and Actions of Committees
Article V - Officers
5.1	Officers
5.2	Appointment of Officers
5.3	Subordinate Officers
5.4	Removal and Resignation of Officers
5.5	Vacancies in Offices
5.6	Representation of Shares of Other Corporations
5.7	Authority and Duties of Officers

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Article VI - Records
Article VII - General Matters
7.1	Execution of Corporate Contracts and Instruments
7.2	Stock Certificates
7.3	Lost Certificates
7.4	Shares Without Certificates
7.5	Construction; Definitions
7.6	Dividends
7.7	Fiscal Year
7.8	Seal
7.9	Transfer of Stock
7.10	Stock Transfer Agreements
7.11	Registered Stockholders
7.12	Waiver of Notice
Article VIII - Notice
8.1	Delivery of Notice; Notice by Electronic Transmission
Article IX - Indemnification
9.1	Indemnification of Directors and Officers
9.2	Indemnification of Others
9.3	Prepayment of Expenses
9.4	Determination; Claim
9.5	Non-Exclusivity of Rights
9.6	Insurance
9.7	Other Indemnification
9.8	Continuation of Indemnification
9.9	Amendment or Repeal; Interpretation
Article X - Amendments
Article XI - Miscellaneous
Article XII - Interpretation
Article XIII - Definitions

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Amended and Restated Bylaws of

WCG Clinical, Inc.

Article I - Corporate Offices

1.1 Registered Office.

The address of the registered office of WCG Clinical, Inc. (the “Corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the Corporation’s certificate of incorporation, as the same may be amended and/or restated from time to time (the “Certificate of Incorporation”).

1.2 Other Offices.

The Corporation may have additional offices at any place or places, within or outside the State of Delaware, as the Corporation’s board of directors (the “Board”) may from time to time establish or as the business of the Corporation may require.

Article II - Meetings of Stockholders

2.1 Place of Meetings.

Meetings of stockholders shall be held at such place, if any, within or outside the State of Delaware, designated by the Board. The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the Corporation’s principal executive office.

2.2 Annual Meeting.

The Board shall designate the date and time of the annual meeting. At the annual meeting, directors shall be elected and other proper business properly brought before the meeting in accordance with Section 2.4 may be transacted. The Board may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.

2.3 Special Meetings.

Special meetings of the stockholders may be called only by such Persons and only in such manner as set forth in the Certificate of Incorporation. The Board may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board.

No business may be transacted at any special meeting of stockholders other than the business specified in the notice of such meeting.

2.4 Notice of Business to be Brought Before a Meeting.

(i) At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (a) specified in a notice of meeting given by or at the direction of the Board, (b) if not specified in a notice of meeting, otherwise brought before the meeting by the Board or the chairperson of the Board, or (c) otherwise properly brought before the meeting by a stockholder present in person who (A)(1) was a record owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.4 and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with this Section 2.4 in all applicable respects or (B) properly made such proposal in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (as so amended and inclusive of such rules and regulations, the “Exchange Act”). The

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foregoing clause (c) shall be the exclusive means for a stockholder to propose business to be brought before an annual meeting of the stockholders. The only matters that may be brought before a special meeting are the matters specified in the Corporation’s notice of meeting given by or at the direction of the Person calling the meeting pursuant to Section 2.3 of these bylaws. For purposes of this Section 2.4 of these bylaws, “present in person” shall mean that the stockholder proposing that the business be brought before the annual meeting of the Corporation, or a qualified representative of such proposing stockholder, appear at such annual meeting. A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder or any other Person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such Person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Stockholders seeking to nominate persons for election to the Board must comply with Section 2.5 and 2.6 of these bylaws, and this Section 2.4 shall not be applicable to nominations except as expressly provided in Section 2.5 and 2.6 of these bylaws.

(ii) Without qualification, for business to be properly brought before an annual meeting by a stockholder, such business must constitute a proper matter for stockholder action and the stockholder must (a) provide Timely Notice (as defined below) thereof in writing and in proper form to the Secretary of the Corporation and (b) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.4. To be timely, a stockholder’s notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the one-year anniversary of the preceding year’s annual meeting which in the case of the first annual meeting of stockholders following the closing of the Corporation’s initial underwritten public offering of common stock, the date of the preceding year’s annual meeting shall be deemed to be June 1, 2021; provided, however, that if the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after such anniversary date, notice by the stockholder to be timely must be so delivered, or mailed and received, not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public disclosure of the date of such annual meeting was first made by the Corporation (such notice within such time periods, “Timely Notice”). In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of Timely Notice as described above.

(iii) To be in proper form for purposes of this Section 2.4, a stockholder’s notice to the Secretary shall set forth:

(a) As to each Proposing Person (as defined below), (A) the name and address of such Proposing Person (including, if applicable, the name and address that appear on the Corporation’s books and records); and (B) the class or series and number of shares of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially own any shares of any class or series of the Corporation as to which such Proposing Person has a right to acquire beneficial ownership at any time in the future (the disclosures to be made pursuant to the foregoing clauses (A) and (B) are referred to as “Stockholder Information”);

(b) As to each Proposing Person, (A) the full notional amount of any securities that, directly or indirectly, underlie any “derivative security” (as such term is defined in Rule 16a-1(c) under the Exchange Act) that constitutes a “call equivalent position” (as such term is defined in Rule 16a-1(b) under the Exchange Act) (“Synthetic Equity Position”) and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series of shares of the Corporation; provided that, for the purposes of the definition of “Synthetic Equity Position,” the term “derivative security” shall also include any security or instrument that would not otherwise constitute a “derivative security” as a result of any feature that would make any conversion, exercise or similar right or privilege of such security or instrument becoming determinable only at some future date or upon the happening of a future occurrence, in which case the determination of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that such security or instrument is immediately convertible or exercisable at the time of such determination; and, provided, further, that any Proposing Person satisfying the requirements of Rule 13d-1(b)(1) under the Exchange Act (other than a Proposing Person that so satisfies Rule 13d-1(b)(1) under the Exchange Act solely by reason of Rule 13d-1(b)(1)(ii)(E)) shall not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such Proposing Person as a hedge with respect to a bona fide derivatives trade or position of such Proposing Person arising in the ordinary course of such Proposing Person’s business as a derivatives dealer, (B) any rights to dividends on the shares of any class or series of shares of the Corporation owned beneficially by such Proposing

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Person that are separated or separable from the underlying shares of the Corporation, (C) any material pending or threatened legal proceeding in which such Proposing Person is a party or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (D) any other material relationship between such Proposing Person, on the one hand, and the Corporation or any affiliate of the Corporation, on the other hand, (E) any direct or indirect material interest in any material contract or agreement of such Proposing Person with the Corporation or any affiliate of the Corporation (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), (F) a representation that such Proposing Person intends or is part of a group which intends to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal or otherwise solicit proxies or votes from stockholders in support of such proposal and (G) any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies or consents by such Proposing Person in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act (the disclosures to be made pursuant to the foregoing clauses (A) through (G) are referred to as “Disclosable Interests”); provided, however, that Disclosable Interests shall not include any such disclosures with respect to the ordinary course business activities of any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner; and

(c) As to each item of business that the stockholder proposes to bring before the annual meeting, (A) a brief description of the business desired to be brought before the annual meeting, the reasons for conducting such business at the annual meeting and any material interest in such business of each Proposing Person, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws, the language of the proposed amendment), (C) a reasonably detailed description of all agreements, arrangements and understandings (x) between or among any of the Proposing Persons or (y) between or among any Proposing Person and any other Person or entity (including their names) in connection with the proposal of such business by such stockholder and (D) any other information relating to such item of business that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies in support of the business proposed to be brought before the meeting pursuant to Section 14(a) of the Exchange Act; provided, however, that the disclosures required by this Section 2.4(iii) shall not include any disclosures with respect to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the stockholder directed to prepare and submit the notice required by these bylaws on behalf of a beneficial owner.

(iv) For purposes of this Section 2.4, the term “Proposing Person” shall mean (a) the stockholder providing the notice of business proposed to be brought before an annual meeting, (b) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the business proposed to be brought before the annual meeting is made, and (c) any participant (as defined in paragraphs (a)(ii)-(vi) of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation.

(v) A Proposing Person shall update and supplement its notice to the Corporation of its intent to propose business at an annual meeting, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.4 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other section of these bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding matters, business or resolutions proposed to be brought before a meeting of the stockholders.

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(vi) Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual meeting that is not properly brought before the meeting in accordance with this Section 2.4. The chairperson of the meeting shall, if the facts warrant, determine that the business was not properly brought before the meeting in accordance with this Section 2.4, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.

(vii) This Section 2.4 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders other than any proposal made in accordance with Rule 14a-8 under the Exchange Act and included in the Corporation’s proxy statement. In addition to the requirements of this Section 2.4 with respect to any business proposed to be brought before an annual meeting, each Proposing Person shall comply with all applicable requirements of the Exchange Act with respect to any such business. Nothing in this Section 2.4 shall be deemed to affect the rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

(viii) For purposes of these bylaws, “public disclosure” shall mean disclosure in a press release reported by a national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act.

(ix) Notwithstanding the foregoing provisions of this Section 2.4, unless otherwise required by law, if the stockholder is not “present in person” (as defined in Section 2.4(i)) at the meeting of stockholders of the Corporation to present the proposed business, such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

2.5 Notice of Nominations for Election to the Board of Directors.

(i) Nominations of any person for election to the Board at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the Person calling such special meeting) may be made at such meeting only (a) by or at the direction of the Board, including by any committee or persons authorized to do so by the Board or these bylaws, or (b) by a stockholder present in person (1) who was a record owner of shares of the Corporation both at the time of giving the notice provided for in this Section 2.5 and at the time of the meeting, (2) is entitled to vote at the meeting and (3) has complied with this Section 2.5 and 2.6 as to such notice and nomination. For purposes of this Section 2.5, “present in person” shall mean that the stockholder proposing that the business be brought before the meeting of the Corporation, or a qualified representative of such stockholder, appear at such meeting. A “qualified representative” of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder or any other Person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such Person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. The foregoing clause (b) shall be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting or special meeting.

(ii) Without qualification, for a stockholder to make any nomination of a person or persons for election to the Board at an annual meeting, the stockholder must (a) provide Timely Notice (as defined in Section 2.4(ii) of these bylaws) thereof in writing and in proper form to the Secretary of the Corporation, (b) provide the information, agreements and questionnaires with respect to such stockholder and its candidate for nomination as required to be set forth by this Section 2.5 and Section 2.6, and (c) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5 and Section 2.6. The number of nominees a stockholder may nominate for election at the annual meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the annual meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such annual meeting.

(iii) Without qualification, if the election of directors is a matter specified in the notice of meeting given by or at the direction of the Person calling a special meeting, then for a stockholder to make any nomination of a person or persons for election to the Board at a special meeting, the stockholder must (a) provide timely notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation,

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(b) provide the information with respect to such stockholder and its candidate for nomination as required by this Section 2.5 and Section 2.6 and (c) provide any updates or supplements to such notice at the times and in the forms required by this Section 2.5. To be timely, a stockholder’s notice for nominations to be made at a special meeting must be delivered to, or mailed and received at, the principal executive offices of the Corporation not earlier than the one hundred twentieth (120th) day prior to such special meeting and not later than the ninetieth (90th) day prior to such special meeting or, if later, the tenth (10th) day following the day on which public disclosure (as defined in Section 2.4) of the date of such special meeting at which directors are to be elected was first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting or special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. The number of nominees a stockholder may nominate for election at the special meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the special meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such special meeting.

(iv) To be in proper form for purposes of this Section 2.5, a stockholder’s notice to the Secretary shall set forth:

(a) As to each Nominating Person (as defined below), the Stockholder Information (as defined in Section 2.4(iii)(a) of these bylaws) except that for purposes of this Section 2.5, the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(iii)(a);

(b) As to each Nominating Person, any Disclosable Interests (as defined in Section 2.4(iii)(b), except that for purposes of this Section 2.5 the term “Nominating Person” shall be substituted for the term “Proposing Person” in all places it appears in Section 2.4(iii)(b) and the disclosure with respect to the business to be brought before the meeting in Section 2.4(iii)(b) shall be made with respect to the nomination of persons for election to the Board to be brought before the meeting); and

(c) As to each candidate whom a Nominating Person proposes to nominate for election as a director, (A) all information with respect to such candidate for nomination that would be required to be set forth in a stockholder’s notice pursuant to this Section 2.5 and Section 2.6 if such candidate for nomination were a Nominating Person, (B) all information relating to such candidate for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14(a) under the Exchange Act (including such candidate’s written consent to being named in the Corporation’s proxy statement as a nominee and to serving as a director if elected), (C) a description of any direct or indirect material interest in any material contract or agreement between or among any Nominating Person, on the one hand, and each candidate for nomination or his or her respective associates or any other participants in such solicitation, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K if such Nominating Person were the “registrant” for purposes of such rule and the candidate for nomination were a director or executive officer of such registrant, and (D) a completed and signed questionnaire, representation and agreement as provided in Section 2.6(i).

(v) Notwithstanding anything in Section 2.5(ii) to the contrary, in the event that the number of directors to be elected to the Board at the annual meeting is increased effective after the time period for which nominations would otherwise be due under Section 2.5(ii) and there is no public announcement by the Corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 2.5 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which such public disclosure is first made by the Corporation.

(vi) For purposes of this Section 2.5 and Section 2.6, the term “Nominating Person” shall mean (a) the stockholder providing the notice of the nomination proposed to be made at the meeting, (b) the beneficial owner or beneficial owners, if different, on whose behalf the notice of the nomination proposed to be made at the meeting is made, and (c) any other participant in such solicitation.

(vii) A stockholder providing notice of any nomination proposed to be made at a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Section 2.5 shall be true and correct as of the record date for stockholders entitled to vote at the

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meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other section of these bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new nomination. In addition to the requirements of this Section 2.5 with respect to any nomination proposed to be made at a meeting, each Nominating Person shall comply with all applicable requirements of the Exchange Act with respect to any such nominations.

(vii) Notwithstanding the foregoing provisions of this Section 2.5, unless otherwise required by law, if the stockholder is not “present in person” (as defined in Section 2.5(i)) at the meeting of stockholders of the Corporation to present a nomination, such nomination shall be disregarded, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

2.6 Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors.

(i) To be eligible to be a candidate for election as a director of the Corporation at an annual or special meeting, a candidate must be nominated in the manner prescribed in Section 2.5 and the candidate for nomination, whether nominated by the Board or by a stockholder of record, must have previously delivered (in the case of a candidate nominated by a stockholder in accordance with Section 2.5, within the time period for delivery of the stockholder’s notice pursuant to Section 2.5), to the Secretary at the principal executive offices of the Corporation, a completed written questionnaire (in a form provided by the Corporation) with respect to the background, qualifications, stock ownership and independence of such proposed nominee.

(ii) The Board may also require any proposed candidate for nomination as a Director to furnish such other information as may reasonably be requested by the Board in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon in order for the Board to determine the eligibility of such candidate for nomination to be an independent director of the Corporation.

(iii) A candidate for nomination as a director shall further update and supplement the materials delivered pursuant to this Section 2.6, if necessary, so that the information provided or required to be provided pursuant to this Section 2.6 shall be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is ten (10) business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five (5) business days after the record date for stockholders entitled to vote at the meeting (in the case of the update and supplement required to be made as of such record date), and not later than eight (8) business days prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of ten (10) business days prior to the meeting or any adjournment or postponement thereof). For the avoidance of doubt, the obligation to update and supplement as set forth in this paragraph or any other section of these bylaws shall not limit the Corporation’s rights with respect to any deficiencies in any notice provided by a stockholder, extend any applicable deadlines hereunder or enable or be deemed to permit a stockholder who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing or adding nominees, matters, business or resolutions proposed to be brought before a meeting of the stockholders.

(iv) No candidate shall be eligible for nomination as a director of the Corporation unless such candidate for nomination and the Nominating Person seeking to place such candidate’s name in nomination has complied with

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Section 2.5 and this Section 2.6, as applicable. The chairperson of the meeting shall, if the facts warrant, determine that a nomination was not properly made in accordance with Section 2.5 and this Section 2.6, and if he or she should so determine, he or she shall so declare such determination to the meeting, the defective nomination shall be disregarded and any ballots cast for the candidate in question (but in the case of any form of ballot listing other qualified nominees, only the ballots cast for the nominee in question) shall be void and of no force or effect.

(v) Notwithstanding anything in these bylaws to the contrary, no candidate for nomination shall be eligible to be seated as a director of the Corporation unless nominated and elected in accordance with Section 2.5 and this Section 2.6.

2.7 Notice of Stockholders’ Meetings.

Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, the notice of any meeting of stockholders shall be sent or otherwise given in accordance with Section 8.1 of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

2.8 Quorum.

Unless otherwise provided by law, the Certificate of Incorporation or these bylaws, the holders of a majority in voting power of the stock issued and outstanding and entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is present or represented.

2.9 Adjourned Meeting; Notice.

When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At any adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

2.10 Conduct of Business.

The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairperson of the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairperson of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairperson, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the chairperson of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for

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maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other Persons as the chairperson of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board or the chairperson of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

2.11 Voting.

Except as may be otherwise provided in the Certificate of Incorporation, each stockholder shall be entitled to one (1) vote for each share of capital stock held by such stockholder.

Except as otherwise provided by the Certificate of Incorporation, at all duly called or convened meetings of stockholders at which a quorum is present, for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Except as otherwise provided by the Certificate of Incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the Corporation, or applicable law, or pursuant to any regulation applicable to the Corporation or its securities, each other matter presented to the stockholders at a duly called or convened meeting at which a quorum is present shall be decided by the affirmative vote of the holders of a majority of the votes cast (excluding abstentions and broker non-votes) on such matter.

2.12 Record Date for Stockholder Meetings and Other Purposes.

In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is first given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting; and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

To the extent stockholder action by consent is permitted by the Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action without a meeting is fixed by the Board, (i) when no prior action of the Board is required by law, the record date for such purpose shall be the first date on which a signed consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of capital stock, or for the purposes of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

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2.13 Proxies.

Each stockholder entitled to vote at a meeting of stockholders may authorize another Person or Persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but, no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A proxy may be in the form of an electronic transmission which sets forth or is submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder.

2.14 List of Stockholders Entitled to Vote.

The Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Corporation’s principal executive office. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 2.14 or to vote in Person or by proxy at any meeting of stockholders.

2.15 Inspectors of Election.

Before any meeting of stockholders, the Corporation shall appoint an inspector or inspectors of election to act at the meeting or its adjournment and make a written report thereof. The Corporation may designate one or more Persons as alternate inspectors to replace any inspector who fails to act. If any Person appointed as inspector or any alternate fails to appear or fails or refuses to act, then the chairperson of the meeting shall appoint a Person to fill that vacancy.

Such inspectors shall:

(i) determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity of any proxies and ballots;

(ii) count all votes or ballots;

(iii) count and tabulate all votes;

(iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); and

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(v) certify its or their determination of the number of shares represented at the meeting and its or their count of all votes and ballots.

Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspection with strict impartiality and according to the best of such inspector’s ability. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein. The inspectors of election may appoint such Persons to assist them in performing their duties as they determine.

Article III - Directors

3.1 Powers.

Except as otherwise provided by the Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board.

3.2 Number of Directors.

Subject to the Certificate of Incorporation, the total number of directors constituting the Board shall be determined from time to time by resolution of the Board. No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.3 Election, Qualification and Term of Office of Directors.

Except as provided in Section 3.4 of these bylaws, each director, including a director elected to fill a vacancy or newly created directorship, shall hold office until the expiration of the term of the class, if any, for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation, disqualification or removal. Directors need not be stockholders. The Certificate of Incorporation or these bylaws may prescribe qualifications for directors.

3.4 Resignation and Vacancies.

Any director may resign at any time upon notice given in writing or by electronic transmission to the Corporation. The resignation shall take effect at the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time of its receipt. When one or more directors so resigns and the resignation is effective at a future date or upon the happening of an event to occur on a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this Section 3.4 in the filling of other vacancies.

Unless otherwise provided in the Certificate of Incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Any director appointed in accordance with the preceding sentence shall hold office for the remainder of the term of the class, if any, to which the director is appointed and until such director’s successor shall have been elected and qualified.

3.5 Place of Meetings; Meetings by Telephone.

The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the Certificate of Incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other, and such participation in a meeting pursuant to this bylaw shall constitute presence in Person at the meeting.

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3.6 Regular Meetings.

Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

3.7 Special Meetings; Notice.

Special meetings of the Board for any purpose or purposes may be called at any time by the chairperson of the Board, the chief executive officer, the president, the secretary or a majority of the total number of directors constituting the Board.

Notice of the time and place of special meetings shall be:

(i) delivered personally by hand, by courier or by telephone;

(ii) sent by United States first-class mail, postage prepaid;

(iii) sent by facsimile or electronic mail; or

(iv) sent by other means of electronic transmission,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, or other address for electronic transmission, as the case may be, as shown on the Corporation’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or electronic mail, or (iii) sent by other means of electronic transmission, it shall be delivered or sent at least twenty-four (24) hours before the time of the holding of the meeting. If the notice is sent by U.S. mail, it shall be deposited in the U.S. mail at least four (4) days before the time of the holding of the meeting. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation’s principal executive office) nor the purpose of the meeting.

3.8 Quorum.

At all meetings of the Board, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

3.9 Board Action by Written Consent without a Meeting.

Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission. After an action is taken, the consent or consent relating thereto shall be filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.10 Fees and Compensation of Directors.

Unless otherwise restricted by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

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Article IV - Committees

4.1 Committees of Directors.

The Board may designate one (1) or more committees, each committee to consist, of one (1) or more of the directors of the Corporation. The Board may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Corporation.

4.2 Committee Minutes.

Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

4.3 Meetings and Actions of Committees.

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i) Section 3.5 (place of meetings and meetings by telephone);

(ii) Section 3.6 (regular meetings);

(iii) Section 3.7 (special meetings and notice);

(iv) Section 3.9 (action without a meeting); and

(v) Section 7.12 (waiver of notice),

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

(i) the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

(ii) special meetings of committees may also be called by resolution of the Board or by the chairperson of the applicable committee; and

(iii) the Board may adopt rules for the governance of any committee to override the provisions that would otherwise apply to the committee pursuant to this Section 4.3, provided that such rules do not violate the provisions of the Certificate of Incorporation or applicable law.

Article V - Officers

5.1 Officers.

The officers of the Corporation shall include a president and a secretary. The Corporation may also have, at the discretion of the Board, a chairperson of the Board and a vice chairperson of the Board from among its members, a chief executive officer, a chief financial officer, a treasurer, one (1) or more vice presidents, one (1) or more assistant vice presidents, one (1) or more assistant treasurers, one (1) or more assistant secretaries, and any such other officers as the Board shall from time to time deem necessary or desirable. Any number of offices may be held by the same Person.

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5.2 Appointment of Officers.

The Board shall appoint the officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 5.3 of these bylaws.

5.3 Subordinate Officers.

The Board may empower the chief executive officer or, in the absence of a chief executive officer, the president, to appoint, such other officers and agents as the business of the Corporation may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board or an authorized officer (as applicable), may from time to time determine.

5.4 Removal and Resignation of Officers.

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

Any officer may resign at any time by giving written notice, by electronic transmission or otherwise, to the Corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.

5.5 Vacancies in Offices.

Any vacancy occurring in any office of the Corporation shall be filled by the Board or as provided in Sections 5.2 and 5.3, as applicable.

5.6 Representation of Shares of Other Corporations.

The chairperson of the Board, the chief executive officer, the president, any vice president, the treasurer, the secretary or assistant secretary of this Corporation, or any other Person authorized by the Board, the chief executive officer, the president or a vice president, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares or securities of any other corporation or other entity standing in the name of this Corporation. The authority granted herein may be exercised either by such Person directly or by any other Person authorized to do so by proxy or power of attorney duly executed by such Person having the authority.

5.7 Authority and Duties of Officers.

All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

Article VI - Records

A stock ledger consisting of one or more records in which the names of all of the Corporation’s stockholders of record, the address and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded in accordance with Section 224 of the DGCL shall be administered by or on behalf of the Corporation. Any records administered by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device, or method, or one or more electronic networks or databases (including one or more distributed electronic networks or databases), provided that the records so kept can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records so kept (i) can be used to prepare the list of stockholders specified in Sections 219 and 220 of the DGCL, (ii) record the information specified in Sections 156, 159, 217(a) and 218 of the DGCL, and (iii) record transfers of stock as governed by Article 8 of the Uniform Commercial Code.

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Article VII - General Matters

7.1 Execution of Corporate Contracts and Instruments.

The Board may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the Corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

7.2 Stock Certificates.

The shares of the Corporation shall be represented by certificates, provided that the Board by resolution may provide that some or all of the shares of any class or series of stock of the Corporation shall be uncertificated. Certificates for the shares of stock, if any, shall be in such form as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock represented by a certificate shall be entitled to have a certificate signed by, or in the name of the Corporation by, any two officers authorized to sign stock certificates representing the number of shares registered in certificate form. The chairperson or vice chairperson of the Board, the president, vice president, the treasurer, any assistant treasurer, the secretary or any assistant secretary of the Corporation shall be specifically authorized to sign stock certificates. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

7.3 Lost Certificates.

The Corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

7.4 Shares Without Certificates

The Corporation may adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.

7.5 Construction; Definitions.

Unless the context requires otherwise, the general provisions, rules of construction and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural and the plural number includes the singular.

7.6 Dividends.

The Board, subject to any restrictions contained in either (i) the DGCL or (ii) the Certificate of Incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock.

The Board may set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Corporation, and meeting contingencies.

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7.7 Fiscal Year.

The fiscal year of the Corporation shall be fixed by resolution of the Board and may be changed by the Board.

7.8 Seal.

The Corporation may adopt a corporate seal, which shall be adopted and which may be altered by the Board. The Corporation may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

7.9 Transfer of Stock.

Shares of the Corporation shall be transferable in the manner prescribed by law and in these bylaws. Shares of stock of the Corporation shall be transferred on the books of the Corporation only by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates representing such shares endorsed by the appropriate Person or Persons (or by delivery of duly executed instructions with respect to uncertificated shares), with such evidence of the authenticity of such endorsement or execution, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing the names of the Persons from and to whom it was transferred.

7.10 Stock Transfer Agreements.

The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

7.11 Registered Stockholders.

The Corporation:

(i) shall be entitled to recognize the exclusive right of a Person registered on its books as the owner of shares to receive dividends and to vote as such owner; and

(ii) shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

7.12 Waiver of Notice.

Whenever notice is required to be given under any provision of the DGCL, the Certificate of Incorporation or these bylaws, a written waiver, signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a Person at a meeting shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these bylaws.

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Article VIII - Notice

8.1 Delivery of Notice; Notice by Electronic Transmission.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provisions of the DGCL, the Certificate of Incorporation, or these bylaws may be given in writing directed to the stockholder’s mailing address (or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) as it appears on the records of the Corporation and shall be given (1) if mailed, when the notice is deposited in the U.S. mail, postage prepaid, (2) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address or (3) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail. A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the DGCL, the Certificate of Incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice or electronic transmission to the Corporation. Notwithstanding the provisions of this paragraph, the Corporation may give a notice by electronic mail in accordance with the first paragraph of this section without obtaining the consent required by this paragraph.

Any notice given pursuant to the preceding paragraph shall be deemed given:

(i) if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

(ii) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

(iii) if by any other form of electronic transmission, when directed to the stockholder.

Notwithstanding the foregoing, a notice may not be given by an electronic transmission from and after the time that (1) the Corporation is unable to deliver by such electronic transmission two (2) consecutive notices given by the Corporation and (2) such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice, provided, however, the inadvertent failure to discover such inability shall not invalidate any meeting or other action.

An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Article IX - Indemnification

9.1 Indemnification of Directors and Officers.

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any director or officer of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by reason of the fact that he or she, or a Person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred by such Person in connection with any such Proceeding. Notwithstanding the preceding sentence, except as otherwise provided in Section 9.4, the Corporation shall be required to indemnify a Person in connection with a Proceeding (or part thereof) initiated by such Person only if the Proceeding (or part thereof) was authorized in the specific case by the Board.

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9.2 Indemnification of Others.

The Corporation shall have the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a Person for whom he or she is the legal representative, is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such Person in connection with any such Proceeding.

9.3 Prepayment of Expenses.

The Corporation shall to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by any officer or director of the Corporation, and may pay the expenses incurred by any employee or agent of the Corporation, in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Person to repay all amounts advanced if it should be ultimately determined that the Person is not entitled to be indemnified under this Article IX or otherwise.

9.4 Determination; Claim.

If a claim for indemnification (following the final disposition of such Proceeding) under this Article IX is not paid in full within sixty (60) days, or a claim for advancement of expenses under this Article IX is not paid in full within thirty (30) days after a written claim therefor has been received by the Corporation, the claimant may thereafter (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by law. In any such action the Corporation shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

9.5 Non-Exclusivity of Rights.

The rights conferred on any Person by this Article IX shall not be exclusive of any other rights which such Person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

9.6 Insurance.

The Corporation may purchase and maintain insurance on behalf of any Person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust enterprise or non-profit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of the DGCL.

9.7 Other Indemnification.

The Corporation’s obligation, if any, to indemnify or advance expenses to any Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such Person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

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9.8 Continuation of Indemnification.

The rights to indemnification and to prepayment of expenses provided by, or granted pursuant to, this Article IX shall continue notwithstanding that the Person has ceased to be a director or officer of the Corporation and shall inure to the benefit of the estate, heirs, executors, administrators, legatees and distributees of such Person.

9.9 Amendment or Repeal; Interpretation.

The provisions of this Article IX shall constitute a contract between the Corporation, on the one hand, and, on the other hand, each individual who serves or has served as a director or officer of the Corporation (whether before or after the adoption of these bylaws), in consideration of such Person’s performance of such services, and pursuant to this Article IX the Corporation intends to be legally bound to each such current or former director or officer of the Corporation. With respect to current and former directors and officers of the Corporation, the rights conferred under this Article IX are present contractual rights and such rights are fully vested, and shall be deemed to have vested fully, immediately upon adoption of theses bylaws. With respect to any directors or officers of the Corporation who commence service following adoption of these bylaws, the rights conferred under this provision shall be present contractual rights and such rights shall fully vest, and be deemed to have vested fully, immediately upon such director or officer commencing service as a director or officer of the Corporation. Any repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or protection (i) hereunder of any Person in respect of any act or omission occurring prior to the time of such repeal or modification or (ii) under any agreement providing for indemnification or advancement of expenses to an officer or director of the Corporation in effect prior to the time of such repeal or modification.

Any reference to an officer of the Corporation in this Article IX shall be deemed to refer exclusively to the chairperson of the Board, a vice chairperson of the Board, a president, a chief executive officer, a chief financial officer, a secretary or a treasurer appointed pursuant to Article V of these bylaws, and to any vice president, assistant secretary, assistant treasurer, or other officer of the Corporation appointed by (x) the Board pursuant to Article V of these bylaws or (y) an officer to whom the Board has delegated the power to appoint officers pursuant to Article V of these bylaws, and any reference to an officer of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be deemed to refer exclusively to an officer appointed by the board of directors (or equivalent governing body) of such other entity pursuant to the certificate of incorporation and bylaws (or equivalent organizational documents) of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. The fact that any Person who is or was an employee of the Corporation or an employee of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise has been given or has used the title of “vice president” or any other title that could be construed to suggest or imply that such Person is or may be an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall not result in such Person being constituted as, or being deemed to be, an officer of the Corporation or of such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise for purposes of this Article IX.

Article X - Amendments

The Board is expressly empowered to adopt, amend or repeal the bylaws of the Corporation. The stockholders also shall have power to adopt, amend or repeal the bylaws of the Corporation; provided, however, that, from and after the Trigger Event, in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by the Certificate of Incorporation, such action by stockholders shall require the affirmative vote of the holders of at least 66 2/3% of the voting power of all the then-outstanding shares of voting stock of the Corporation with the power to vote thereon, voting together as a single class.

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Article XI – Miscellaneous

If any provision or provisions (or part thereof) of these bylaws shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provision or provisions (or part thereof) in any other circumstance and of the remaining provisions of these bylaws shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of these bylaws shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

Article XII – Interpretation

For as long as the Voting Agreement remains in effect, in the event of any conflict between the terms and provisions of these bylaws and those contained in the Voting Agreement, the terms and provisions of the Voting Agreement shall govern and control, except as provided otherwise by mandatory provisions of the DGCL.

Article XIII – Definitions

As used in these bylaws, unless the context otherwise requires, the term:

“Affiliate” means, with respect to any Person, any other Person that controls, is controlled by, or is under common control with such Person. For the purposes of this definition, “control,” when used with respect to any Person, means the power to direct or cause the direction of the affairs or management of that Person, whether through the ownership of voting securities, as trustee (or the power to appoint a trustee), as a personal representative or executor, by contract, credit arrangement or otherwise and “controlled” and “controlling” have meanings correlative to the foregoing.

“Arsenal” means investment funds affiliated with or advised by Arsenal Capital Partners.

An “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

“GIC Investor” means Dein Investment Pte. Ltd.

“LGP” means investment funds affiliated with or advised by Leonard Green & Partners, L.P.

“Novo” means Novo Holdings A/S.

“Person” means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever nature, and shall include any successor (by merger or otherwise) of such entity.

“Principal Stockholders” means LGP, Arsenal, Novo and the GIC Investor.

“Trigger Event” means the first date on which the Principal Stockholders cease to beneficially own (directly or indirectly) more than 50% of the voting power of the outstanding shares of Common Stock. For the purpose of these bylaws, “beneficial ownership” shall be determined in accordance with Rule 13d-3 promulgated under the Exchange Act.

“Voting Agreement” means the Voting Agreement, dated [ ● ], 2021, by and among the Corporation, the Principal Stockholders and other parties thereto, as may be amended and/or restated from time to time.

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WCG Clinical, Inc.

Certificate of Amendment and Restatement of Bylaws

The undersigned hereby certifies that she is the duly elected, qualified, and acting Secretary of WCG Clinical, Inc., a Delaware corporation (the “Corporation”), and that the foregoing bylaws were approved on [ ● ], 2021, effective as of [ ● ], 2021 by the Corporation’s board of directors.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this [ ● ] day of [ ● ], 2021.

Name: Barbara J. Shander

Title:   Chief Legal Officer and EVP of Corporate Development

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EX-4.1

Exhibit 4.1

WCG Clinical, Inc. SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP 000000 00 0 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFIES THAT SPECIMEN is the owner of BY FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $0.01 PAR VALUE, OF (Brooklyn, AMERICAN COUNTERSIGNED New WCG CLINICAL, INC. STOCKAND York) transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned COMMON and registered by the Transfer Agent and Registrar. TRANSFER IN WITNESS WHEREOF, the said Corporation has caused this certificate to be signed by facsimile signatures of its duly & REGISTERED: authorized officers. TRUST INICA Dated: L L C .., G . I . N C . C . W . AUTHORIZED AND COMPANY TRANSFER H H .. D E CHAIRMAN AND CHIEF EXECUTIVE OFFICER ELAWAR CHIEF FINANCIAL OFFICER SIGNATURE REGISTRAR AGENT

THE BOARD OF THIS CORPORATION HAS THE AUTHORITY TO CREATE AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES OF CAPITAL STOCK OTHER THAN COMMON STOCK. THIS CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON WRITTEN REQUEST SENT TO ITS PRINCIPAL EXECUTIVE OFFICES, AND WITHOUT CHARGE, A FULL STATEMENT OF THE BOARD’S AUTHORITY TO CREATE AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES OF CAPITAL STOCK AS WELL AS THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES THEN OUTSTANDING OR AUTHORIZED TO BE ISSUED. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: UTMA –Custodian TEN COM – as tenants in common (Cust) (Minor) TEN ENT – as tenants by entireties under Uniform Transfers to Minors JT TEN – as joint tenants with right of survivorship Act and not as tenants in common (State) Additional abbreviations may also be used though not in the above list. For value received hereby sell, assign, and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated X X NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE GUARANTEED ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE.

EX-4.2

Exhibit 4.2

EXECUTION VERSION

AMENDED AND RESTATED REGISTRATION RIGHTS AND COORDINATION AGREEMENT

BY AND AMONG

WCG CLINICAL, INC.,

GREEN EQUITY INVESTORS VII, L.P.,

GREEN EQUITY INVESTORS SIDE VII, L.P.,

LGP ASSOCIATES VII-A LLC,

LGP ASSOCIATES VII-B LLC,

ARSENAL CAPITAL PARTNERS IV LP,

ARSENAL CAPITAL PARTNERS IV-B LP,

ARSENAL CAPITAL PARTNERS V LP,

ARSENAL CAPITAL PARTNERS V-B LP,

ACP WCG CO-INVEST 1-2020 LLC,

ACP WCG CO-INVEST 2-2020 LP,

ACP WCG CO-INVEST 3-2020 LP,

ACP WCG CO-INVEST 4-2020 LP,

NOVO HOLDINGS A/S.,

DEIN INVESTMENT PTE. LTD.

AND

THE OTHER PARTIES

LISTED ON SCHEDULE 1 TO THIS AGREEMENT

Dated as of [ 🌑 ], 2021

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS; RULES OF CONSTRUCTION
SECTION 1.01.	Definitions	2
ARTICLE II. REGISTRATION RIGHTS
SECTION 2.01.	Company Registration	7
SECTION 2.02.	Demand Registration Rights	9
SECTION 2.03.	Selection of Underwriters	10
SECTION 2.04.	Priority on Registrations	10
SECTION 2.05.	Registration Procedures	11
SECTION 2.06.	Registration Expenses	15
SECTION 2.07.	Indemnification	16
SECTION 2.08.	1934 Act Reports	17
SECTION 2.09.	Lock-Up Agreements	18
SECTION 2.10.	Blackout Periods	19
SECTION 2.11.	Participation in Registrations	19
SECTION 2.12.	Other Registration Rights	19
SECTION 2.13.	Cooperation	19
ARTICLE III. RULE 144; COVERED SALES; NOTICE OF ACQUISITIONS
SECTION 3.01.	Rule 144	19
SECTION 3.02.	Coordination of Covered Sales	20
SECTION 3.03.	Notice of Acquisitions	20
ARTICLE IV. MISCELLANEOUS
SECTION 4.01.	Aggregation of Common Shares	21
SECTION 4.02.	Notices	21
SECTION 4.03.	Binding Effect; Benefits; Entire Agreement	21
SECTION 4.04.	Amendment	21
SECTION 4.05.	Assignability	21
SECTION 4.06.	Applicable Law	22
SECTION 4.07.	Specific Performance	22
SECTION 4.08.	Severability	22
SECTION 4.09.	Additional Securities Subject to Agreement	22
SECTION 4.10.	Termination	22
SECTION 4.11.	Section and Other Headings	22
SECTION 4.12.	Counterparts	22
SECTION 4.13.	Effect	23

SCHEDULE 1 — Contributing Investors

EXHIBIT A — Joinder Agreement

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AMENDED AND RESTATED REGISTRATION RIGHTS AND COORDINATION AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND COORDINATION AGREEMENT (this “Agreement”), is dated as of                , 2021, by and among WCG Clinical, Inc., a Delaware corporation (formerly known as WCG Purchaser Holdings Corp., the “Company”), Green Equity Investors VII, L.P., a Delaware limited partnership (“GEI VII”), Green Equity Investors Side VII, L.P., a Delaware limited partnership (“GEI VII Side”), LGP Associates VII-A LLC, a Delaware limited liability company (“LGP Coinvest VII-A”), LGP Associates VII-B LLC, a Delaware limited liability company (“LGP Coinvest VII-B” and, together with GEI VII, GEI VII Side and LGP Coinvest VII-A, “LGP”), Arsenal Capital Partners IV LP, a Delaware limited partnership (“Arsenal Primary IV”), Arsenal Capital Partners IV-B LP, a Delaware limited partnership (“Arsenal Primary IV-B” together with Arsenal Primary IV, “Arsenal IV”), Arsenal Capital Partners V LP, a Delaware limited partnership (“Arsenal Primary V”), and Arsenal Capital Partners V-B LP, a Delaware limited partnership (“Arsenal Primary V-B” together with Arsenal Primary V, “Arsenal V”), ACP WCG Co-Invest 1-2020 LLC, a Delaware limited liability company (“ACP 1”), ACP WCG Co-Invest 2-2020 LP, a Delaware limited partnership (“ACP 2”), ACP WCG Co-Invest 3-2020 LP, a Delaware limited partnership (“ACP 3”), ACP WCG Co-Invest 4-2020 LP, a Delaware limited partnership (“ACP 4”, and together with ACP 3, ACP 2 and ACP 1, “Arsenal Co-Invest”, and together with Arsenal V and Arsenal IV, “Arsenal”), Novo Holdings A/S, a Danish private limited company (“Novo”), Dein Investment Pte. Ltd., a Singapore private limited company (“GIC” and, together with Arsenal and Novo, the “Minority Investors”), and the parties listed on Schedule 1 hereto as Contributing Investors (the “Contributing Investors”).

WHEREAS, in connection with that certain Stock Purchase Agreement, dated as of November 6, 2019, by and between WCG Purchaser Corp., a Delaware corporation (formerly known as Da Vinci Purchaser Corp., “WCG Purchaser Corp.”), and WCG Holdco IV LLC, a Delaware limited liability company, among other things, WCG Purchaser Corp. acquired all of the issued and outstanding equity interests of WCG Holdings IV Inc., a Delaware corporation, and WCG Market Intelligence & Insights Inc., a Delaware corporation (the “Transaction”);

WHEREAS, in connection with the Transaction, Da Vinci Purchaser Holdings LP, a Delaware limited partnership and the parent company of the Company (“Holdings”), LGP, the Minority Investors and the Contributing Investors previously entered into that certain Registration Rights and Coordination Agreement, dated as of January 8, 2020 (the “Original RRCA”);

WHEREAS, the Company is contemplating an offer and sale of its shares of common stock, par value $0.01 per share (the “Common Shares”), to the public in an underwritten initial public offering (the “Initial Public Offering”);

WHEREAS, in connection with the consummation of the Initial Public Offering, Holdings will be liquidated and the equity holders of Holdings will receive Common Shares of the Company (the “Distribution”); and

WHEREAS, LGP and the Minority Investors wish to amend and restate in its entirety the Original RRCA and replace it on the terms and conditions contained herein, with the Company to replace Holdings as party hereto.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties mutually agree as follows:

ARTICLE I.

DEFINITIONS; RULES OF CONSTRUCTION

SECTION 1.01. Definitions. The following terms, as used in this Agreement, have the following meanings:

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“ACP 1” has the meaning set forth in the preamble to this Agreement.

“ACP 2” has the meaning set forth in the preamble to this Agreement.

“ACP 3” has the meaning set forth in the preamble to this Agreement.

“ACP 4” has the meaning set forth in the preamble to this Agreement.

“Advice” has the meaning set forth in Section 2.05.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. Notwithstanding the foregoing, “Affiliate” in respect of the Novo Partner shall not include the Novo Nordisk Foundation or Novo Nordisk A/S. For the purposes of this definition, “control” when used with respect to any Person means the power to direct or cause the direction of management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” has the meaning set forth in the preamble to this Agreement.

“Arsenal” has the meaning set forth in the preamble to this Agreement.

“Arsenal Co-Invest” has the meaning set forth in the preamble to this Agreement.

“Arsenal IV” has the meaning set forth in the preamble to this Agreement.

“Arsenal Partners” means any of Arsenal Primary IV, Arsenal Primary IV-B, Arsenal Primary V, Arsenal Primary V-B, ACP 1, ACP 2, ACP 3 and ACP 4, in each case, along with any Permitted Transferee of such entity.

“Arsenal Primary IV” has the meaning set forth in the preamble to this Agreement.

“Arsenal Primary IV-B” has the meaning set forth in the preamble to this Agreement.

“Arsenal Primary V” has the meaning set forth in the preamble to this Agreement.

“Arsenal Primary V-B” has the meaning set forth in the preamble to this Agreement.

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“Arsenal V” has the meaning set forth in the preamble to this Agreement.

“Blackout Period” has the meaning set forth in Section 2.10.

“Board of Directors” means the board of directors or equivalent governing body of the Company.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.

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

“Common Shares” has the meaning set forth in the recitals to this Agreement.

“Company” has the meaning set forth in the preamble to this Agreement.

“Contributing Investors” has the meaning set forth in the preamble to this Agreement.

“Coordination Notice” has the meaning set forth in Section 3.02.

“Coordination Transfer” has the meaning set forth in Section 3.02.

“Covered Acquisition” has the meaning set forth in Section 3.03.

“Covered Sale” means any Sale of Registrable Shares other than a Sale: (a) pursuant to a Registration (other than any Non-Marketed Shelf Takedown); or (b) to a Permitted Transferee.

“Demand Holders” means: (i) any Holder that is an LGP Entity; (ii) any Holder that is an Arsenal Partner; (iii) any Holder that is a Novo Partner; and (iv) any Holder that is a GIC Partner, each of which owns one or more Registrable Share from time to time.

“Demand Registration” has the meaning set forth in Section 2.02(a).

“Effectiveness Date” means the date on which Holders are no longer subject to any lock-up in connection with the Company’s Initial Public Offering.

“Effectiveness Period” has the meaning set forth in Section 2.02(a).

“Eligible Recipients” means Persons providing services to the Company or its subsidiaries as employees, directors or members of any therapeutic area leadership team, advisory board or similar entity (whether as employees, directors or independent contractors), but excluding all other independent contractors and the Sponsors and their respective Affiliates and employees.

“Family Group” with respect to any Person who is an individual, means (i) such Person’s spouse, former spouse, ancestors and descendants (whether natural or adopted), parents and their descendants and any spouse of the foregoing persons (collectively, “relatives”), (ii) the trustee, fiduciary or personal representative of such Person with respect to any trust solely for the benefit of such Person or such Person’s relatives (and under the sole control of such Person or such Person’s relatives, except as necessary for estate planning purposes) or (iii) any limited partnership, limited liability company or corporation the

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governing instruments of which provide that such Person (or such Person’s relatives) shall have the sole and exclusive, nontransferable power to direct the management and policies of such entity and of which the sole owners of partnership interests, membership interests or any other equity interests are, and will (directly or indirectly) remain, limited to such Person and such Person’s relatives.

“Form S-1 Effective Time” has the meaning set forth in Section 4.13.

“GEI VII” has the meaning set forth in the preamble to this Agreement.

“GEI VII Side” has the meaning set forth in the preamble to this Agreement.

“GIC” has the meaning set forth in the preamble to this Agreement.

“GIC Partner” means GIC and any Permitted Transferee of the GIC Partner.

“Holder” means any holder from time to time of Common Shares that is either a party to this Agreement or has executed a Joinder Agreement to become a party to this Agreement.

“Holdings” has the meaning set forth in the recitals to this Agreement.

“Incidental Demand Holder” has the meaning set forth in Section 2.02(a).

“Initial Public Offering” has the meaning set forth in the recitals to this Agreement.

“Joinder Agreement” means a joinder agreement, a form of which is attached as Exhibit A to this Agreement.

“LGP” has the meaning set forth in the preamble to this Agreement.

“LGP Coinvest VII-A” has the meaning set forth in the preamble to this Agreement.

“LGP Coinvest VII-B” has the meaning set forth in the preamble to this Agreement.

“LGP Entities” means (i) any of GEI VII, GEI VII Side, LGP Coinvest VII-A and LGP Coinvest VII-B, (ii) any Affiliates of any of the LGP Entities so long as such LGP Entity remains an Affiliate thereof and (iii) any entity under common management with either GEI VII or GEI VII Side or any such entities’ partners or any fund managed by any of the foregoing.

“Lock-up Period” with respect to any Registration that involves an underwritten offering, means the period beginning ten (10) days prior to the effective date of the registration statement relating to such Registration and ending (i) one hundred and eighty (180) days after the effective date of such Registration (in the case of the Initial Public Offering), or (ii) ninety (90) days after the most recent effective date of such Registration (in the case of any offering other than the Initial Public Offering) (or in each case such shorter period as the managing underwriter for any underwritten offering may agree).

“Marketed Shelf Offering” has the meaning set forth in Section 2.01(b).

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“Minority Investor Entities” means, with respect to any Minority Investor, (i) such Minority Investor, (ii) any Affiliates of such Minority Investor so long as such Minority Investor remains an Affiliate thereof and (iii) any entity under common management with such Minority Investor or any fund managed by any of the foregoing.

“Minority Investors” has the meaning set forth in the recitals to this Agreement.

“Non-Marketed Shelf Takedown” means any Sale of Registrable Shares pursuant to a Shelf Registration Statement that is not structured as a Marketed Shelf Offering.

“Notifying Holder” has the meaning set forth in Section 3.02.

“Novo” has the meaning set forth in the preamble to this Agreement.

“Novo Partner” means Novo, along with any Permitted Transferee of such entity.

“Original RRCA” has the meaning set forth in the recitals to this Agreement.

“Permitted Transferee” means (i) in the case of any LGP Entity, any other LGP Entity; (ii) in the case of any Minority Investor Entity of a Minority Investor, any other Minority Investor Entity of such Minority Investor; (iii) investors in any fund or other investment vehicle managed by any LGP Entities, the Minority Investor Entities or their respective Affiliates, upon the liquidation of such fund or investment vehicle as long as the general partner or entity managing such fund or investment vehicle retains a proxy over the voting and disposition of the Common Shares; (iv) in the case of any Holder that is not an individual, any Affiliate thereof so long as such Holder remains an Affiliate thereof; provided, that any such Affiliate shall Transfer such Common Shares to the Holder from whom the Common Shares were originally received or acquired within five (5) calendar days after ceasing to be such an Affiliate; (v) in the case of any Holder that is an individual, members of such Holder’s Family Group; and (vi) in the case of any LGP Entities, a Person to whom such Holder has pledged its Common Shares in connection with a pledge to such Person of all or substantially all of the assets of such Holder; provided, that, in the case of this clause (vi), such Person shall only be a Permitted Transferee with respect to such pledge and not with respect to any other Transfer. Notwithstanding anything to the contrary herein, no (a) portfolio company of LGP or any Minority Investor or Affiliate thereof, (b) no Person conducting business competitive with the business of the Company or (c) Person whose ownership of Common Shares would, by virtue of the identity or operations of such Person or such Person’s subsidiaries or otherwise, prevent or restrict the Company and its subsidiaries from engaging in their businesses (including, without limitation, the Company’s or any of its subsidiaries’ provision of institutional review board services), in each case of clauses (a)-(c), shall be a Permitted Transferee.

“Person” means any individual, a corporation, a partnership, limited liability entity, an association, a trust or any other entity or organization, including a government, or any political subdivision or an agency or instrumentality of a government.

“Piggyback Holder” has the meaning set forth in Section 2.01(a).

“Piggyback Registration” has the meaning set forth in Section 2.01(a).

“Piggyback Shelf Registration” has the meaning set forth in Section 2.01(b).

“Pro Rata Portion” means the aggregate number of Shares to be Transferred, multiplied by such Holder’s percentage ownership of Shares held by all Holders.

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“Registrable Shares” means: (i) any and all Common Shares issued by the Company in connection with the Distribution; (ii) any other securities issued and issuable in connection with such Common Shares, whether by way of stock split, stock dividend, reclassification, subdivision or reorganization, recapitalization, distribution or similar event; and (iii) any other Common Shares owned or acquired after the date hereof by Persons that are the registered holders of securities described in clauses (i) or (ii) above. As to any particular Registrable Shares, such securities shall cease to constitute Registrable Shares when: (1) a registration statement with respect to the offering of such securities by the holder of such securities shall have been declared effective under the 1933 Act and such securities shall have been disposed of by such holder pursuant to such registration statement; (2) such securities have been sold to the public pursuant to a Rule 144 Transfer; (3) for securities held by a Holder who, together with other Holders who are Affiliates of such Holder, hold less than $50 million of securities in the aggregate (calculated using then applicable trading price of the securities on the principal securities exchange upon which such securities are listed), such securities are eligible to be sold by such Holder pursuant to a Rule 144 Transfer without any limitation on the amount of securities which may be sold pursuant to such rule; (4) such securities shall have been otherwise transferred to a Person (other than a Permitted Transferee) and subsequent disposition of such securities shall not require registration or qualification under the 1933 Act or any similar state law then in force and, if such securities are in certificated form, newly issued certificates for such securities that do not bear a legend restricting further transfer shall have been delivered by the Company or its transfer agent; or (5) such securities shall have ceased to be outstanding.

“Registration” means any Piggyback Registration, Shelf Registration or Demand Registration.

“Request Notice” has the meaning set forth in Section 2.02(a).

“Rule 10b5-1 Plans” means trading plans pursuant to Rule 10b5-1 under the 1934 Act.

“Rule 144 Exempt Contributing Investor” has the meaning set forth in Section 3.02.

“Rule 144 Transfer” means any Sale conducted in accordance with Rule 144 (or any similar provision then in force) of the 1933 Act.

“Sale” means a Transfer for value and the terms “Sell” and “Sold” shall have correlative meanings.

“Securityholder” with respect to any Company, means an owner of Common Shares.

“Shares” means: (i) all Common Shares that are not then subject to vesting (including shares that were at one time subject to vesting to the extent they have vested); (ii) all Common Shares issuable upon exercise, conversion or exchange of any option, warrant or convertible security; and (iii) all Common Shares directly or indirectly issued or issuable with respect to the securities referred to in clauses (i) or (ii) above by way of stock dividend or stock split, or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization.

“Shelf Registration Statement” has the meaning set forth in Section 2.01(b).

“Sponsors” means LGP, Arsenal, Novo and GIC.

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“Transaction” has the meaning set forth in the recitals to this Agreement.

“Transfer” means any sale, pledge, assignment, gift, encumbrance, hypothecation or other transfer or disposition of any Shares to any other Person, whether directly, indirectly, voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise.

“Undesignated Registrable Shares” has the meaning set forth in Section 2.01(b).

“WKSI” means a “well-known seasoned issuer” as defined under Rule 405 under the 1933 Act.

ARTICLE II.

REGISTRATION RIGHTS

SECTION 2.01. Company Registration.

(a) Right to Piggyback on Offering of Common Shares. Subject to Section 2.01(c) and Section 2.04, if at any time the Company proposes to file a registration statement for the sale of any Common Shares under the 1933 Act in connection with a public offering of such Common Shares (other than (x) on Form S-4, Form S-8 or any similar successor forms or another form used for a purpose similar to the intended use for such forms or (y) a Shelf Registration Statement) (a “Piggyback Registration”), whether for its own account or for the account of one or more Securityholders of the Company, the Company shall at each such time promptly give each Holder written notice of such determination, but in any event no later than twenty (20) days prior to the anticipated effective date of such Piggyback Registration. Upon the written request of any Holder (a “Piggyback Holder”) given within five (5) Business Days after the delivery of any such notice by the Company, the Company shall use its commercially reasonable efforts to cause to be registered under the 1933 Act all of the Registrable Shares held by such Holder that the Holder has requested in writing to be registered. If no request for inclusion from a Holder is received within such five (5) Business Day period, such Holder shall have no further right to participate in such Piggyback Registration. No registration of Registrable Shares effected under this Section 2.01 shall relieve the Company of its obligation to effect any Demand Registration under Section 2.02. The registration rights contained in this Section 2.01 shall be deemed automatically assigned to any Permitted Transferee.

(b) Right to Piggyback on Shelf Registration. The Company shall prepare and file with the Commission a registration statement on Form S-3 as promptly as practicable following the Company becoming eligible to register securities on Form S-3 under the 1933 Act and shall use commercially reasonable efforts to ensure that there is an effective “shelf” registration statement containing a prospectus that remains current covering (and to qualify under required U.S. state securities laws, if any) the offer and sale of all Registrable Shares by the Holders on a continuous or delayed basis pursuant to Rule 415 under the 1933 Act (such shelf registration, a “Shelf Registration”, and such registration statement, a “Shelf Registration Statement”). Subject to Section 2.01(c) and Section 2.04, the Company shall give each Holder ten (10) Business Days’ notice prior to filing a Shelf Registration Statement. Upon the written request of any Holder given within five (5) Business Days after the delivery of any such notice by the Company, the Company shall include in such Shelf Registration Statement a number of Common Shares equal to the aggregate number of Registrable Shares requested in writing to be included (and to the extent permitted, without naming any requesting

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Holder as a selling stockholder and including only a generic description of the Holder of such securities) (the “Undesignated Registrable Shares”). Upon receipt of any such request for inclusion from such Holder received within such five (5) Business Day period, the Company shall use commercially reasonable efforts to effect the registration in any registration statement described in this Section 2.01(b) of any Registrable Shares requested to be included on the terms set forth in this Agreement. If no request for inclusion from a Holder is received within such five (5) Business Day period, such Holder shall have no further right to participate in such Shelf Registration. Any Shelf Registration in which the Holders participate shall be called a “Piggyback Shelf Registration”. Prior to the filing of any Shelf Registration, any Holder shall have the right to withdraw its request for inclusion of its Registrable Shares in any registration statement pursuant to this Section 2.01(b) by giving written notice to the Company, which withdrawal shall be irrevocable and, following which withdrawal, such Holder shall no longer have any right to include Registrable Shares in such Piggyback Shelf Registration as to which such withdrawal was made. No registration of Registrable Shares effected under this Section 2.01(b) shall relieve the Company of its obligations to effect any Demand Registration under Section 2.02. If the Company or any Demand Holder wants to sell Registrable Shares pursuant to a Shelf Registration Statement, then such party shall provide each other Demand Holder and each Contributing Investor (and any of their respective Permitted Transferees): (x) five (5) Business Days’ notice in connection with any offering of Registrable Shares pursuant to a Shelf Registration Statement that includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and any underwriters (a “Marketed Shelf Offering”); or (y) three (3) Business Days’ notice in connection with any sale of Registrable Shares pursuant to a Non-Marketed Shelf Takedown. Upon the written request of any Demand Holder or Contributing Investors (and any of their respective Permitted Transferees), received by the Company or the applicable initiating Holder within three (3) Business Days of such notice in connection with a Marketed Shelf Offering, or forty-eight (48) hours of such notice (in connection with any Non-Marketed Shelf Takedown), the Company or the applicable initiating Holder shall include a number of Common Shares in such sale equal to the aggregate number of Registrable Shares requested in writing by such Demand Holder or Contributing Investors to be included.

(c) Delay or Abandonment of Registration or Offering. The Company shall have the right to delay, terminate or withdraw any Registration prior to the effectiveness of such Registration or the completion of such offering whether or not any Holder has elected to include Registrable Shares in such Registration. In the case of the delay, termination or withdrawal referred to in the immediately preceding sentence, all expenses incurred in connection with such Registration shall be borne entirely by the Company as set forth in Section 2.06. If, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such Registration, the Company (in the case of any Piggyback Registration or Shelf Registration) or the applicable Demand Holders (in the case of a Demand Registration), shall determine for any reason not to register or to delay registration of all such securities, the Company or the applicable Demand Holders, as applicable, may, at its or their election, give written notice of such determination to each Piggyback Holder or, in the case of any applicable Demand Holders, to the Company which will in turn give such written notice to each Piggyback Holder and (i) in the case of a determination to register none of such securities, the Company shall be relieved of its obligation to register any Registrable Shares in connection with such Registration (but not from any obligation of the Company to pay any registration expenses in connection with such Registration); and (ii) in the case of a determination to delay registering, the Company shall be permitted to delay registering any Registrable Shares for the same period as the delay in registering such other securities.

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SECTION 2.02. Demand Registration Rights.

(a) Right to Demand. At any time and from time to time after the Effectiveness Date, subject to Section 2.02(b), any of the Demand Holders may make a written request pursuant to this Section 2.02(a) (which request will specify the aggregate number of Registrable Shares to be registered and will also specify, if then known, the intended methods of disposition with respect to such registration (a “Request Notice”)) to the Company for registration with the Commission under and in accordance with the provisions of the 1933 Act of all or part of the Registrable Shares then owned by the applicable Demand Holders (a “Demand Registration”). Upon receipt by the Company of a Request Notice to effect a Demand Registration the Company shall within ten (10) Business Days after the receipt of the Request Notice, notify each other Demand Holder and each Contributing Investor of such request and each such other Demand Holder and Contributing Investor shall have the option to include its Registrable Shares in such Demand Registration pursuant to this Section 2.02(a). Subject to Section 2.04, the Company will use commercially reasonable efforts to register all other Registrable Shares that the Company has been requested to register by such other Demand Holders and each Contributing Investor (each, an “Incidental Demand Holder”) pursuant to this Section 2.02 by written request given to the Company by such Incidental Demand Holders within ten (10) Business Days after the giving of such written notice by the Company to such other Demand Holders. The Company shall not be obligated to keep effective any registration statement in connection with any Demand Registration for more than (x) one hundred twenty (120) days or (y) such shorter period when all of the Registrable Shares covered by such registration statement have been sold pursuant such registration statement (the “Effectiveness Period”). Notwithstanding the foregoing, the Company shall not be obligated to effect more than one (1) Demand Registration in any ninety (90)-day period following an Effectiveness Period (or such longer period not to exceed one hundred eighty (180) days as requested by an underwriter pursuant to Section 2.09). Upon receipt of any Request Notice, the Company will deliver any notices required to be delivered by it pursuant to Section 2.01 and this Section 2.02(a) and the Company shall then, subject to Section 2.02(d) and Section 2.04, use its commercially reasonable efforts to effect the prompt registration under the 1933 Act of (i) the Registrable Shares which the Company has been so requested in writing to register by Demand Holders as contained in the Request Notice and (ii) all other Registrable Shares which the Company has been requested in writing to register by the Piggyback Holders and Incidental Demand Holders and Common Shares held by others, all to the extent required to permit the disposition of the Registrable Shares so to be registered in accordance with the intended method or methods of disposition of each seller of such Registrable Shares.

(b) Number of Demand Registrations. Subject to Section 2.02(f), (i) LGP shall have unlimited rights to effect a Demand Registration; (ii) Arsenal shall have the right to effect two (2) Demand Registrations; (iii) Novo shall have the right to effect two (2) Demand Registrations; and (iv) GIC shall have the right to effect two (2) Demand Registrations.

Notwithstanding the foregoing, at any time at which the Company is eligible to register Common Shares on Form S-3 (or any successor form), the Demand Holders shall have the right to require the Company to file a Shelf Registration Statement (or include such Demand Holder’s Common Shares in any Shelf Registration Statement that is maintained pursuant to Section 2.01(b)).

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(c) Revocation. Holders of a majority in number of the Registrable Shares held by Demand Holders to be included in a registration statement pursuant to this Section 2.02, including LGP (if it is participating), may, at any time prior to the effective date of the registration statement relating to such Demand Registration, revoke such request by providing a written notice of such revocation to the Company, and the aborted registration shall not be deemed to be a Demand Registration for purposes of Section 2.02(b). For the avoidance of doubt, any revocation under this Section 2.02(c) shall not relieve the obligation of the Company to pay any registration expenses in connection with such Demand Registration.

(d) Effective Registration. A registration will not count as a Demand Registration: if (i) a Demand Holder, including LGP (if it is participating), determines in its good faith judgment to withdraw a registration following effectiveness due to a material adverse change in the Company or prevailing market terms; (ii) such Registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason and the Company fails to promptly have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the applicable Demand Holders’ satisfaction; (iii) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to any such demand are not satisfied (other than as a result of a material default or breach of such underwriting agreement or purchase agreement by the relevant Demand Holders); (iv) such Demand Registration is fully withdrawn pursuant clause (a) of Section 2.10; or (v) unless the Demand Holder making the Demand Registration is able to register at least fifty percent (50%) of the Registrable Shares requested to be included in such Demand Registration.

(e) Assignability of Demand Registration Rights. The rights offered to a Demand Holder pursuant to this Section 2.02 are only assignable to a Permitted Transferee of such Demand Holder.

(f) Shelf Registration Statement Takedown. The Demand Holders shall have the right to demand an unlimited number of Demand Registrations in the form of a takedown of Registrable Shares.

SECTION 2.03. Selection of Underwriters. If any of the Registrable Shares covered by a Registration are to be sold in an underwritten offering, the Company will have the right to select the managing underwriter(s) to administer the offering. Notwithstanding the foregoing, LGP shall have the right to select any such managing underwriter(s) in connection with any Demand Registration in which it participates; provided, however, that if any Sponsor other than LGP holds a majority of the participating Registrable Shares in connection with any such Demand Registration, LGP shall consult with such Sponsor regarding the selection of any such managing underwriter(s).

SECTION 2.04. Priority on Registrations. If the managing underwriter or underwriters of a Registration advise the Company in writing that in its or their opinion the number of Registrable Shares proposed to be sold in such Registration exceeds the number which can be sold, or adversely affects the price at which the Registrable Shares are to be sold, in such offering, the Company will include in such Registration only the number of Registrable Shares which, in the opinion of such underwriter or underwriters, can be sold in such offering without such adverse effect. To the extent such Registration includes Registrable Shares of more than one Holder, the Registrable Shares so included in such Registration shall be apportioned on a pro rata basis among each other based on the total number of Registrable Shares held by such Holders or as they may otherwise agree in writing:

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(a) in the case of a Piggyback Registration, allocations shall be made: first, to the Company; second, to the Piggyback Holders exercising piggyback registration rights pursuant to Section 2.01(a) and all other holders exercising piggyback registration rights that have been granted by the Company that are pari passu to the rights of the Piggyback Holders pursuant to Section 2.01(a), with any cutbacks applied on a pro rata basis among the Piggyback Holders and such other holders exercising piggyback registration rights, based on the total number of Registrable Shares held by such holders as compared to the total number of shares held by all participants in such Registration; and third, to all other holders exercising piggyback registration rights that have been granted by the Company that are subordinate to those of the Piggyback Holders pursuant to Section 2.01(a), with any cutbacks applied on a pro rata basis among each other or as they may otherwise agree in writing; and

(b) in the case of a Demand Registration or a Marketed Shelf Offering, allocations shall be made: first, to the Holders, with any cutbacks applied pro rata among the Holders based on the total number of Registrable Shares held by such Holders as compared to the total number of shares held by all participants in such Registration; second, to all other holders exercising piggyback registration rights granted by the Company (pursuant to this Agreement or otherwise), with any cutbacks applied on a pro rata basis among such other holders or as they may otherwise agree in writing; and third, to the Company.

SECTION 2.05. Registration Procedures. It shall be a condition precedent to the obligations of the Company and any underwriter or underwriters to take any action pursuant to this Article II that each Holder requesting inclusion in any Registration shall furnish to the Company such information regarding such Holder, the Registrable Shares held by it, the intended method of disposition of such Registrable Shares, and such agreements regarding indemnification, disposition of such securities and other matters referred to in this Article II as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company. With respect to any Registration which includes Registrable Shares held by a Holder, the Company will, subject to Sections 2.01 through 2.04 promptly:

(a) prepare and file with the Commission (or submit confidentially to the SEC) a registration statement on the appropriate form prescribed by the Commission and use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable after such filing. Notwithstanding the foregoing, the Company shall not be obligated to maintain such Registration effective for a period longer than the Effectiveness Period. In addition, before filing a registration statement or prospectus or any amendments or supplements to such registration statement or prospectus, the Company will furnish to the Holders covered by such registration statement and the underwriter or underwriters, if any, copies of or drafts of all such documents proposed to be filed, including documents incorporated by reference in the prospectus and, if required by such Holders, the exhibits incorporated by reference, at least five (5) Business Days prior to the filing of such registration statement. Each Holder will have the opportunity to object to any information pertaining to such Holder that is contained in the prospectus and the Company will make the corrections reasonably requested by such Holder with respect to such information prior to filing any registration statement or any amendment, prospectus or supplement with respect to such registration statement. The Company will not file any registration statement or any amendment, prospectus or any supplement to such registration statement to which Holders of a majority of the Registrable Shares covered by such registration statement or the underwriters, if any, shall reasonably object;

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(b) prepare and file with the Commission such amendments and post-effective amendments to such registration statement and any documents required to be incorporated by reference to such registration statement as may be necessary to keep the registration statement effective for a period of not less than the Effectiveness Period (but not prior to the expiration of the time period referred to in Section 4(3) of the 1933 Act and Rule 174 of the 1933 Act, if applicable); cause the prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act; and comply with the provisions of the 1933 Act applicable to it with respect to the disposition of all Registrable Shares covered by such registration statement during the applicable period in accordance with the intended methods of disposition by the sellers of such Registrable Shares set forth in such registration statement or supplement to the prospectus;

(c) furnish to such Holder, without charge, such number of conformed copies of the registration statement and any post-effective amendment to such registration statement, as such Holder may reasonably request, and such number of copies of the prospectus (including each preliminary prospectus) and any amendments or supplements to such registration statement, and any documents incorporated by reference to such registration statement as the Holder or underwriter or underwriters, if any, may request in order to facilitate the disposition of the securities being sold by such Holder (it being understood that the Company consents in writing to the use of the prospectus and any amendment or supplement to such prospectus by the Holder covered by the registration statement and the underwriter or underwriters, if any, in connection with the offering and sale of the securities covered by the prospectus or any amendments or supplements to such prospectus);

(d) notify such Holder, at any time when a prospectus is required to be delivered under the 1933 Act, when the Company becomes aware of the happening of any event as a result of which the prospectus included in such registration statement (as then in effect) contains any untrue statement of material fact or omits to state a material fact necessary to make the statements in such registration statement (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading and, as promptly as practicable after such notice, prepare and file with the Commission and furnish a supplement or amendment to such prospectus so that, as then-delivered to the investors of such securities, such prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements in such prospectus, in light of the circumstances under which they were made, not misleading;

(e) in the case of an underwritten offering, enter into such customary agreements (including underwriting agreements in customary form) and make members of senior management of the Company available on a basis reasonably requested by the underwriters to participate in, “road show” and other customary marketing activities (including one-on-one meetings with prospective purchasers of the Registrable Shares) and cause to be delivered to the underwriters reasonable opinions of counsel to the Company in customary form, covering such matters as are customarily covered by opinions for an underwritten public offering as the underwriters may reasonably request and addressed to the underwriters;

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(f) make available, for inspection by any seller of Registrable Shares, any underwriter participating in any disposition pursuant to a registration statement, and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, managers, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent that are necessary to be reviewed by such person in connection with the preparation of such registration statement;

(g) if requested, cause to be delivered, immediately prior to the effectiveness of the registration statement (and, in the case of an underwritten offering, at the time of delivery of any Registrable Shares sold pursuant to such underwritten offering), “cold comfort” letters from the Company’s independent certified public accountants addressed to each selling Holder (unless such selling Holder does not provide to such accountants the appropriate representation letter required by rules governing the accounting profession) and each underwriter, if any, stating that such accountants are independent public accountants within the meaning of the 1933 Act and the applicable rules and regulations adopted by the Commission under the 1933 Act, and otherwise in customary form and covering such financial and accounting matters as are customarily covered by letters of the independent certified public accountants delivered in connection with primary or secondary underwritten public offerings, as the case may be;

(h) provide a transfer agent and registrar for all such Registrable Shares not later than the effective date of the registration statement;

(i) use its commercially reasonable efforts to cause all securities included in such registration statement to be listed, by the date of the first sale of securities pursuant to such registration statement, on any national securities exchange, quotation system or other market on which the Common Shares are then listed or proposed to be listed by the Company, if any;

(j) make generally available to its security holders an earnings statement, which need not be audited, satisfying the provisions of Section 11(a) of the 1933 Act as soon as reasonably practicable after the end of the twelve (12)-month period beginning with the first month of the Company’s first fiscal quarter commencing after the effective date of the registration statement, which statement shall cover said twelve (12)-month period;

(k) after the filing of a registration statement, (i) promptly notify each Holder covered by such registration statement of any stop order issued or, to the Company’s knowledge, threatened by the Commission and of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Shares for sale under the applicable securities or blue sky laws of any jurisdiction and (ii) take all reasonable actions to obtain the withdrawal of any order suspending the effectiveness of the registration statement or the qualification of any Registrable Shares at the earliest possible moment;

(l) subject to the time limitations specified in paragraph (b) above, if requested by the managing underwriter or underwriters or such Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information or language for insertion therein as the managing underwriter or underwriters or the Holder reasonably requests to be included in such prospectus supplement or post-effective amendment, including, without limitation, with respect to the number of shares being sold by the Holder to such underwriter or underwriters, the purchase price being paid by such underwriter or underwriters and with respect to any term of the underwritten offering of the securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment;

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(m) as promptly as practicable after filing with the Commission of any document which is incorporated by reference into a registration statement, deliver a copy of such document to such Holder, without charge;

(n) on or prior to the date on which the registration statement is declared effective, use its commercially reasonable efforts to register or qualify, and cooperate with such Holder, the underwriter or underwriters, if any, and their counsel in connection with the registration or qualification of, the securities covered by the registration statement for offer and sale under the securities or blue sky laws of each state and other jurisdiction of the United States as the Holder or managing underwriter or underwriters, if any, requests in writing, to use its commercially reasonable efforts to keep each such Registration or qualification effective, including through new filings, or amendments or renewals, during the Effectiveness Period do any and all other acts or things necessary or advisable to enable the disposition in all such jurisdictions of the Registrable Shares covered by the applicable registration statement. Notwithstanding the foregoing, the Company will not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject;

(o) cooperate with such Holder and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or underwriters, if any, may request;

(p) if requested by any managing underwriter, include in any prospectus or prospectus supplement updated financial or business information for the Company’s most recent period or current quarterly period (including estimated results or ranges of results) if required for purposes of marketing the offering in the view of the managing underwriter;

(q) use its commercially reasonable efforts to cause the securities covered by the registration statement to be registered with or approved by such other governmental agencies, authorities or self-regulatory bodies within the United States as may be necessary to enable the seller or sellers in connection with such registration statement or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Shares; and

(r) to the extent the Company is a WKSI at the time any Request Notice is submitted to the Company pursuant to Section 2.02, which requests that the Company file an automatic shelf registration statement (as defined in Rule 405 under the 1933 Act) (an “automatic shelf registration statement”) on a Shelf Registration Statement, the Company shall file an automatic shelf registration statement that covers those Registrable Shares which are requested to be registered. If the Company does not pay the filing fee covering Registrable Shares at the time the automatic shelf registration statement is filed, the Company agrees to pay such fee at such time or times as the Registrable Shares are to be sold.

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The Holders, upon receipt of any notice from the Company of the happening of any event of the kind described in subsection (d) of this Section 2.05, will forthwith discontinue disposition of the securities until the Holders’ receipt of the copies of the supplemented or amended prospectus contemplated by subsection (d) of this Section 2.05 or until it is advised in writing (the “Advice”) by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings which are incorporated by reference in the prospectus, and, if so directed by the Company, each Holder will, or will request the managing underwriter or underwriters, if any, to, deliver, to the Company (at the Company’s sole expense) all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such securities current at the time of receipt of such notice. In the event the Company shall give any such notice, the time periods mentioned in subsections (a), (b) and (n) of this Section 2.05 shall be extended by the number of days during the period from and including any date of the giving of such notice to and including the date when each seller of securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by subsection (d) of this Section 2.05 or the Advice.

SECTION 2.06. Registration Expenses.

(a) In the case of any Registration, the Company shall bear all expenses incident to the Company’s performance of or compliance with this Agreement, including, without limitation, all Commission and stock exchange or Financial Industry Regulatory Authority registration and filing fees and expenses, fees and expenses of compliance with securities or blue sky laws (including, without limitation, reasonable fees and disbursements of counsel in connection with blue sky qualifications of the Registrable Shares), rating agency fees, printing expenses, messenger, telephone and delivery expenses, fees and disbursements of counsel for the Company and all independent certified public accountants and any fees and disbursements of underwriters customarily paid by issuers or sellers of securities (but not including any underwriting discounts or commissions, or transfer taxes, if any, attributable to the sale of Registrable Shares by a Holder or fees and expenses of the counsel representing all Holders selling Registrable Shares under such Registration as set forth in Section 2.06(b) below).

(b) In connection with each Registration initiated under this Agreement (whether a Demand Registration, a Shelf Registration or a Piggyback Registration), the Company shall reimburse the Holders covered by such Registration or sale for the reasonable fees and disbursements of one primary law firm or such local or specialist law firms as may be reasonably necessary in connection with such Registration and any related offering (which shall represent all Holders in connection with such Registration or sale) chosen by (x) if any Sponsors are participating in such Demand Registration or a Piggyback Registration, such Sponsors (acting jointly) or (y) if no Sponsor is participating in such Registration, the holders of a majority of the number of Registrable Shares included in such Registration.

(c) The obligation of the Company to bear the expenses described in Section 2.06(b) and to reimburse the Holders for the expenses described in Section 2.06(b) shall apply irrespective of whether a registration, once properly demanded, if applicable, becomes effective, is withdrawn or suspended or revoked, or is converted to another form of registration and irrespective of when any of the foregoing shall occur.

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SECTION 2.07. Indemnification.

(a) Indemnification by the Company. The Company agrees to indemnify and hold harmless each Holder, its officers, directors, Affiliates and agents and each Person who controls (within the meaning of the 1933 Act or the 1934 Act) the Holder, including, without limitation any general partner or manager of any Holder, against all losses, claims, damages, liabilities and expenses (including reasonable counsel fees and disbursements) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus, or any amendment or supplement to such registration statement, in which such Holder participates in an offering of Registrable Shares or in any document incorporated by reference to such offering or any omission or alleged omission to state in such offering a material fact required to be stated in such offering or necessary to make the statements in such offering (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading, except insofar as the same are made in reliance on and in conformity with any information with respect to such Holder furnished in writing to the Company by such Holder expressly for use in such offering. Notwithstanding the foregoing, no indemnity agreement with respect to any preliminary prospectus shall inure to the benefit of any Holder from whom the Person asserting such loss, claim, damage or liability purchased the securities if it is determined that such loss, claim, damage or liability was caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a current copy of the prospectus (if the current copy of the prospectus was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of such prospectus. The Company will also indemnify underwriters (as such term is defined in the 1933 Act), their officers and directors and each Person who controls such underwriters (within the meaning of the 1933 Act) to the same extent as provided above with respect to the indemnification of the Holders.

(b) Indemnification by the Holders. In connection with any registration statement in which a Holder is participating, each such Holder will furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Shares of such Holder and to the extent permitted by law agrees to indemnify and hold harmless the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 1934 Act) the Company and any other Holder, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any omission to state a material fact required to be stated in such registration statement or necessary to make the statements in the registration statement or prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the written information or signed affidavit with respect to such Holder so furnished in writing by such Holder expressly for use in the registration statement or prospectus. The obligation to indemnify pursuant to this Section 2.07(b) shall be several, not joint and several, among such Holders and the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registrable Shares pursuant to a registration statement in accordance with the terms of this Agreement. The Company and the Holders acknowledge and agree that, unless otherwise expressly agreed to in writing by such Holders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Shares or in any amendment, supplement or preliminary materials associated with any registration statement are statements specifically relating to (i) transactions or the relationship between such Holder and its Affiliates, on the one hand, and the Company and its Affiliates, on the other hand; (ii) the beneficial ownership of Registrable Shares by such Holder and its Affiliates; (iii) the name and address of such Holder; and (iv) any additional information about such Holder or the plan of distribution (other than for an underwritten offering) required by law or regulation to be disclosed in any such document.

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(c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification under this Agreement will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest may exist between such indemnified and indemnifying parties with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. The failure to so notify the indemnifying party shall not relieve the indemnifying party from any liability under this Agreement with respect to the action, except to the extent that such indemnifying party is materially prejudiced by the failure to give such notice. In addition, no such failure shall relieve the indemnifying party from any other liability which it may have to any other party. No indemnifying party in the defense of any such claim or litigation, shall, except with the written consent of such indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement unless such judgment or settlement includes as an unconditional term the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect of such claim or litigation. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or equitable defenses available to such indemnified party which are in addition to or may conflict with those available to any other of such indemnified parties with respect to such claim, in which event the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels, so long as such number of additional counsel is reasonably acceptable to the indemnifying party.

(d) Contribution. If for any reason the indemnification provided for in the preceding paragraphs (a) and (b) of this Section 2.07 is unavailable to an indemnified party as contemplated by the preceding paragraphs (a) and (b) of this Section 2.07, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the indemnified party and the indemnifying party, but also the relative fault of the indemnified party and the indemnifying party, as well as any other relevant equitable considerations. In no event shall the liability of any selling Holder be greater in amount than the amount of net proceeds received by such Holder upon such sale or the amount for which such indemnifying party would have been obligated to pay by way of indemnification if the indemnification provided in paragraph (b) of this Section 2.07 had been available.

SECTION 2.08. 1934 Act Reports. The Company agrees that, so long as it remains subject to the reporting requirements of the 1934 Act, it will use its commercially reasonable efforts to file in a timely manner all reports required to be filed by it pursuant to the 1934 Act to the extent the Company is required to file such reports. Notwithstanding the foregoing, the Company may deregister any class of its equity securities under Section 12 of the 1934 Act or suspend its duty to file reports with respect to any class of its securities pursuant to Section 15(d) of the 1934 Act if it is then permitted to do so pursuant to the 1934 Act and rules and regulations under the 1934 Act.

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SECTION 2.09. Lock-Up Agreements.

(a) Whenever the Company proposes to register any of its equity securities under the 1933 Act for its own account (other than on Form S-4, S-8, S-3 or any similar successor form or another form used for a purpose similar to the intended use of such forms) in an underwritten offering or is required to use its commercially reasonable efforts to effect the registration of any Registrable Shares under the 1933 Act pursuant to a request by or on behalf of a Demand Holder pursuant to Section 2.02 in connection with an underwritten offering, each Holder of Registrable Shares has agreed by acquisition of its Registrable Shares not to effect any sale or distribution, including any sale pursuant to Rule 144 under the 1933 Act, or to request registration under Section 2.02 of any Registrable Shares during the Lock-Up Period, except as part of such Registration or unless in the case of a private sale or distribution, the transferee agrees in writing to be subject to this Section 2.09. Notwithstanding the foregoing, exceptions may exist for small non-employee Holders in accordance with customary underwriting practices, as determined by the managing underwriter of the related offering. In addition, the obligations under this Section 2.09(a) shall not apply to any sales made by a Contributing Investor pursuant to Rule 10b5-1 Plans in effect prior to such Lock-Up Period, subject to customary exceptions as requested by the underwriters. If requested for by such managing underwriter, each Holder of Registrable Shares will agree to execute a lock-up agreement in customary form, consistent with the terms of this Section 2.09(a). Each of the Company and each Holder agrees that it shall not release or waive any Holder’s obligations pursuant to this Section 2.09 or pursuant to a lock-up agreement (other than small non-employee Holders in accordance with customary underwriting practices) unless comparable waivers or releases are granted to the other Holders.

(b) The Company agrees not to effect any sale or distribution of any of its equity securities or securities convertible into or exchangeable or exercisable for any of such securities within the Lock-up Period (except as part of such underwritten registration or pursuant to registrations on Form S-8, S-4 or S-3 or any successor forms), except that such restriction shall not prohibit after the effective date of the registration statement (i) grants of employee stock (or membership interest) options or other issuances of capital stock (or membership interests) pursuant to the terms of a Company employee benefit plan approved by the Board of Directors, issuances by the Company of capital stock (or membership interests) pursuant to the exercise of such options or the exercise of any other employee stock (or membership interest) options outstanding on the date of this Agreement or subject to any stock option (or membership interest) plan, (ii) the Company from issuing shares of capital stock in private placements pursuant to Section 4(a)(2) of the 1933 Act or in connection with a strategic alliance, or (iii) the Company from publicly announcing its intention to issue, or actually issuing, shares of capital stock to shareholders of another entity as consideration for the Company’s acquisition of, or merger with, such entity. In addition, upon the request of the managing underwriter, the Company shall use its commercially reasonable efforts to cause each holder of its equity securities or any securities convertible into or exchangeable or exercisable for any of such securities whether outstanding on the date of this Agreement or issued at any time after the date of this Agreement (other than any such securities acquired in a public offering), to agree not to effect any such public sale or distribution of such securities during such period, except as part of any such Registration if permitted, and to cause each such holder to enter into a similar agreement to such effect with the Company.

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SECTION 2.10. Blackout Periods. Any registration statement may be suspended or a filing delayed by the Company if it determines in good faith, that the filing or maintenance of a registration statement would, if not so deferred, materially and adversely affect a then proposed or pending significant business transaction, financial project, acquisition, merger or corporate reorganization. Notwithstanding the foregoing: (a) any Demand Holder may withdraw all or a portion of its Demand Registration without it counting as a Demand Registration; (b) the Company may not delay the filing or effectiveness of, or suspend, any registration statement in excess of ninety (90) days in any calendar year (a “Blackout Period”); and (c) such registration statement shall remain effective subsequent to the cessation of such Blackout Period for a number of days equal to the Blackout Period.

SECTION 2.11. Participation in Registrations. No Holder may participate in any Registration under this Agreement which is underwritten unless such Holder (a) agrees to sell its securities on the basis provided in any underwriting arrangements approved by the persons entitled under this Agreement to approve such arrangements consistent with the terms of this Agreement, and (b) completes and executes all questionnaires, powers of attorney, underwriting agreements, lock-up agreements and other documents customarily required under the terms of such underwriting arrangements and provides such written information concerning itself as may be required for registration, including for inclusion in any registration statement.

SECTION 2.12. Other Registration Rights. The Company represents that, as of the date of this Agreement, it has not granted to any Person the right to request or require the Company to register any equity securities issued by the Company, other than as set forth in this Agreement. The Company will not grant any Person any registration rights with respect to the capital stock of the Company that are prior in right or in conflict or inconsistent with the rights of the Holders as set forth in this Article II in any material respect (it being understood that this shall not preclude the grant of additional demand and piggyback registration rights in and of themselves).

SECTION 2.13. Cooperation. Each Holder agrees to take any and all actions required to be taken under this Agreement to ensure the performance by it of its obligations pursuant to this Agreement.

ARTICLE III.

RULE 144; COVERED SALES; NOTICE OF ACQUISITIONS

SECTION 3.01. Rule 144. After the Initial Public Offering, the Company shall file any reports required to be filed by it under the 1933 Act and the 1934 Act and the rules and regulations adopted by the Commission under the 1933 Act and the 1934 Act, and it will take such further action as any Holder may reasonably request to make available adequate current public information with respect to the Company meeting the current public information requirements of Rule 144(c) under the 1933 Act, to the extent required to enable such Holder to sell Registrable Shares without registration under the 1933 Act pursuant to the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time; or (ii) any similar rule or regulation adopted by the Commission after the date of this Agreement. Notwithstanding the foregoing, nothing in this Section 3.01 shall be deemed to require the Company to register any of its securities pursuant to the 1934 Act. Subject to the foregoing, the Company shall, at its expense, cooperate with such Holder to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be so sold within such exemption from registration, and enable such securities to be in such denominations as the selling Holders may request.

19

SECTION 3.02. Coordination of Covered Sales. Until the second (2^nd) anniversary of the Initial Public Offering, the Demand Holders and the Contributing Investors will use commercially reasonable efforts to coordinate any Covered Sales (any such Transfer, a “Coordination Transfer”) of Registrable Shares held by them in accordance with this Section 3.02. Prior to any such Coordination Transfer, any Demand Holder or Contributing Investor (the “Notifying Holder”) shall provide the other Demand Holders and Contributing Investors with at least three (3) Business Days’ prior written notice (a “Coordination Notice”) of the Notifying Holder’s intention to Transfer Registrable Shares held by it in a Covered Sale. Notwithstanding the foregoing, in the event of a Non-Marketed Shelf Takedown, a Coordination Notice shall be provided forty-eight (48) hours prior to the Coordination Transfer. Subject to the foregoing provisions of this Section 3.02, each Demand Holder and Contributing Investor receiving a Coordination Notice shall be entitled to effect a Coordination Transfer of the number of Registrable Shares held by it equal to such Holder’s Pro Rata Portion of the Registrable Shares to be Transferred in such Coordination Transfer. Each Coordination Notice shall specify: (i) the earliest time at which such Notifying Holder intends to commence a Covered Sale pursuant to this Section 3.02; and (ii) to the extent the Covered Sale is a Rule 144 Transfer, (A) whether such a Sale will commence a new measurement period for purposes of the Rule 144 group volume limit or is part of a continuing measurement period previously commenced by another Coordination Notice related to a Rule 144 Transfer; and (B) the volume limit for each Demand Holder and Contributing Investor for that measurement period, determined as of the commencement of such measurement period. In the event that any Demand Holder or Contributing Investor agrees to forego its full Pro Rata Portion of any Covered Sale by written notice to the Notifying Holder, the remainder shall be reallocated to the other Demand Holders and Contributing Investors in like manner. The obligations with respect to Covered Sales set forth in this Section 3.02 shall not apply: (x) to a Contributing Investor who is an Eligible Recipient if such Contributing Investor who is an Eligible Recipient reasonably determines that it can Transfer Registrable Shares held by it without restriction pursuant to Rule 144 without giving effect to the coordination obligations in this Section 3.02 with respect to such Transfer (a “Rule 144 Exempt Contributing Investor”), and (y) to any distribution of Registrable Shares held by a Demand Holder to any direct or indirect limited partner of such Demand Holder in an in-kind, pro rata distribution of such Registrable Shares to such limited partners.

SECTION 3.03. Notice of Acquisitions. Following the Form S-1 Effective Time, upon any acquisition of beneficial ownership of Common Shares (whether by purchase or otherwise, in accordance with the meaning set forth Section 13(d) of the 1934 Act and the rules promulgated thereunder) (a “Covered Acquisition”) by any Demand Holder or Contributing Investor (excluding for purposes of this Section 3.03 the Rule 144 Exempt Contributing Investors), such Demand Holder or, with respect to any such Contributing Investor, the Company, shall use commercially reasonable efforts to provide written notice of such Covered Acquisition (via electronic mail in accordance with Section 4.02 of this Agreement) to the other Demand Holders or the Company, as applicable, by 5:00 p.m., Eastern Time on the trade date of the Covered Acquisition, and in no event later than 48 hours after such Covered Acquisition. Each such notice shall specify (a) the trade date of the Covered Acquisition and (b) the aggregate number of Common Shares acquired in connection with the Covered Acquisition.

20

ARTICLE IV.

MISCELLANEOUS

SECTION 4.01. Aggregation of Common Shares. All Common Shares held by a Holder and its Affiliates shall be aggregated together for all purposes in this Agreement.

SECTION 4.02. Notices. All notices, consents, requests and other communications to any party under this Agreement shall be in writing via email, facsimile or similar electronic transmission and shall be given to such party at its email or facsimile number set forth on the signature pages of this Agreement or in the relevant Joinder Agreement or such other address or facsimile number as such party may hereafter specify in writing to the Secretary of the Company for the purpose by notice to the party sending such communication. Each such notice, request or other communication shall be effective when such message is transmitted to the number or electronic address specified on the signature pages to this Agreement or any Joinder Agreement.

SECTION 4.03. Binding Effect; Benefits; Entire Agreement. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained in this Agreement. This Agreement constitutes the entire agreement and understanding, and supersedes all prior agreements and understandings, both oral and written, between the parties to this Agreement relating to the subject matter of this Agreement.

SECTION 4.04. Amendment. This Agreement may be amended, restated, modified or waived in any respect solely by a written instrument executed by LGP and the Company. Notwithstanding the foregoing: (a) this Agreement may be amended, restated or modified without consent of the Holders solely to allow for the addition of new Holders who execute a Joinder Agreement and the granting to such new Holders rights under this Agreement and any additional rights after the date of this Agreement (i) do not adversely affect, (ii) are not superior to and (iii) are not inconsistent with the existing rights and priorities of the Holders (other than by virtue of adding a Person with additional similar rights and Common Shares); (b) except as set forth in clause (a) above, no provision of this Agreement may be amended, restated or modified in a manner that disproportionally and adversely affects (x) any particular Holder as compared to the other Holders or (y) any group of Holders as compared to another group of Holders without the written consent of such Holder or holders of a majority of Registrable Shares held by such group of Holders, as the case may be; (c) no amendment, restatement, modification or waiver of Section 2.02(b)(ii) shall be effective without the consent of Arsenal; (d) no amendment, restatement, modification or waiver of Section 2.02(b)(iii) shall be effective without the consent of Novo; and (e) no amendment, restatement, modification or waiver of Section 2.02(b)(iv) shall be effective without the consent of GIC.

SECTION 4.05. Assignability. Neither this Agreement nor any right, remedy, obligation or liability arising under this Agreement or by reason of this Agreement shall be assignable by either the Company or any Holder except as otherwise expressly stated in this Agreement or with the prior written consent of each other party. All of the rights offered a Holder under this Agreement who executes a Joinder Agreement are automatically assigned to a Transferee, except for the rights set forth in Section 2.02. The rights set forth in Section 2.02 are assignable to a Transferee who executes a Joinder Agreement to the extent provided in the Joinder Agreement.

21

SECTION 4.06. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, and the parties irrevocably submit to (and waive immunity from) the jurisdiction of the federal and state courts located in the County of New York in the State of New York.

SECTION 4.07. Specific Performance. The parties to this Agreement agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions of this Agreement in any state or federal court (this being in addition to any other remedy to which they are entitled at law or in equity), and each party to this Agreement agrees to waive in any action for such enforcement the defense that a remedy at law would be adequate. The Company shall reimburse such Holder for the reasonable costs of and expenses for counsel for such Holder incurred in connection with any such proceeding if such Holder is the prevailing party in any such proceeding.

SECTION 4.08. Severability. If any provision of this Agreement is declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of the Agreement will not be affected and will remain in full force and effect.

SECTION 4.09. Additional Securities Subject to Agreement. Each Holder agrees that any other Common Shares of the Company which it hereafter acquires by means of a stock split, stock dividend, distribution, exercise of options or warrants or otherwise (other than pursuant to a public offering) whether by merger, consolidation or otherwise (including shares of a surviving corporation into which the Common Shares of the Company are exchanged in such transaction) will be subject to the provisions of this Agreement to the same extent as if held on the date of this Agreement, including for purposes of constituting Registrable Shares under this Agreement.

SECTION 4.10. Termination. This Agreement shall terminate automatically (without any action by any party to this Agreement) as to each Holder when such Holder (together with its Affiliates) ceases to hold any Registrable Shares. Notwithstanding the foregoing, Sections 2.06 and 2.07 and this Article IV shall survive any such termination.

SECTION 4.11. Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

SECTION 4.12. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. A facsimile, Portable Document Format (PDF) or other reproduction of this Agreement may be executed by one or more parties to this Agreement by way of electronic signature, and an executed copy of this Agreement may be delivered by one or more parties to this Agreement by facsimile, PDF or similar instantaneous electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, such execution and delivery shall be considered valid, binding and effective for all purposes, and the parties agree that this Agreement, or any part thereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record. At the request of any party to this Agreement, all parties to this Agreement agree to execute an original of this Agreement as well as any facsimile, PDF or other reproduction of this Agreement.

22

SECTION 4.13. Effect. Notwithstanding anything to the contrary herein, this Agreement shall become effective immediately prior to the effectiveness of the Company’s registration statement on Form S-1 relating to the Initial Public Offering (the “Form S-1 Effective Time”); provided, however, that to the extent the Initial Public Offering is not consummated, this Agreement shall be null and void ab initio and the Original RRCA shall continue to govern in all respects.

[Signature Pages Follow]

23

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

The Company:

WCG CLINICAL, INC.
By:
	Name:
	Title:
Notices:
212 Carnegie Center, Suite 301
Princeton, NJ 08540
(609) 945-0101
Attention: Laurie L. Jackson
	Barbara J. Shander
Phone: (609) 945-0101
with a copy to:
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
Attention: Howard Sobel, Esq.
	John Giouroukakis, Esq.
	Benjamin J. Cohen, Esq.
	Alison A. Haggerty, Esq.
Facsimile: (212) 751-4864

[Signature Page to A&R Registration Rights and Coordination Agreement]

LGP:

GREEN EQUITY INVESTORS VII, L.P.
By: GEI Capital VII, LLC, its general partner
By:
	Name: Peter Zippelius
	Title: Senior Vice President
GREEN EQUITY INVESTORS SIDE VII, L.P.
By: GEI Capital VII, LLC, its general partner
By:
	Name: Peter Zippelius
	Title: Senior Vice President
LGP ASSOCIATES VII-A LLC
By: Peridot Coinvest Manager LLC, its manager
By:
	Name: Peter Zippelius
	Title: Senior Vice President
LGP ASSOCIATES VII-B LLC
By: Peridot Coinvest Manager LLC, its manager
By:
	Name: Peter Zippelius
	Title: Senior Vice President
Notices:
c/o Leonard Green & Partners, L.P. 11111 Santa Monica Boulevard, Suite 2000
Los Angeles, California 90025
Attention: Peter Zippelius;
	David Kass
Facsimile: (310) 954-0404

[Signature Page to A&R Registration Rights and Coordination Agreement]

with a copy to:

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

Attention: Howard Sobel, Esq.

                  John Giouroukakis, Esq.

Facsimile: (212) 751-4864

[Signature Page to A&R Registration Rights and Coordination Agreement]

Minority Investors:

DEIN INVESTMENT PTE. LTD.
By:
	Name:
	Title:
Notices:
c/o GIC Private Equity
280 Park Avenue, 9th Floor
New York, NY 10017
Attention: Alex Moskowitz; Igor Baskin
Email: alexmoskowitz@gic.com.sg; igorbaskin@gic.com.sg
with a copy to:
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
Attn: Mark E. Thierfelder, Esq.;
	Jonathan Kim, Esq.
Email: mark.thierfelder@dechert.com;
	jonathan.kim@dechert.com

[Signature Page to A&R Registration Rights and Coordination Agreement]

ARSENAL CAPITAL PARTNERS IV, LP
By:	Arsenal Capital Investment IV LP, its general partner
By:	Arsenal Capital Group LLC, its general partner
By:
	Name:
	Title:
ARSENAL CAPITAL PARTNERS IV-B, LP
By:	Arsenal Capital Investment IV LP, its general partner
By:	Arsenal Capital Group LLC, its general partner
By:
	Name:
	Title:
ARSENAL CAPITAL PARTNERS V, LP
By:	Arsenal Capital Investment V
	LP, its general partner
By: Arsenal Capital Group LLC, its general partner
By:
	Name:
	Title:
ARSENAL CAPITAL PARTNERS V-B, LP
By:	Arsenal Capital Investment V LP, its general partner
By:	Arsenal Capital Group LLC, its general partner
By:
	Name:
	Title:

[Signature Page to A&R Registration Rights and Coordination Agreement]

ACP WCG CO-INVEST 1-2020 LLC
By: Arsenal Capital Investment WCG 2020 LLC, its manager
By:
	Name:
	Title:
ACP WCG CO-INVEST 2-2020 LP
By: Arsenal Capital Investment WCG 2020 LLC, its general partner
By:
	Name:
	Title:
ACP WCG CO-INVEST 3-2020 LP
By: Arsenal Capital Investment WCG 2020 LLC, its general partner
By:
	Name:
	Title:
ACP WCG CO-INVEST 4-2020 LP
By: Arsenal Capital Investment WCG 2020 LLC, its general partner
By:
	Name:
	Title:

[Signature Page to A&R Registration Rights and Coordination Agreement]

Notices:
Arsenal Capital Partners
100 Park Avenue
31st Floor
New York, NY 10017
Attention:	Stephen McLean
	Eugene Gorbach
Email:	smclean@arsenalcapital.com
	ggorbach@arsenalcapital.com
with a copy to:
Kirland & Ellis LLP
300 N LaSalle
Chicago, IL 60654
Attention:	Ted M. Frankel, P.C.
Email:	tfrankel@kirkland.com

[Signature Page to A&R Registration Rights and Coordination Agreement]

NOVO HOLDINGS A/S
By:
	Name:
	Title:

Notices:
Novo Holdings A/S
Tuborg Havnevej 19
DK 2900 Hellerup, Denmark
Attention:	Henrik Kjær Hansen
	Søren Justesen
	Helen Gaffney
Email:	hkh@novo.dk
	sju@novo.dk
	HGA@novo.dk
with a copy to:
Kromann Reumert
Sundkrogsgade 5
DK-2100 Copenhagen Ø, Denmark
Attention: Christian Lundgren
Email: cl@kromannreumert.com

[Signature Page to A&R Registration Rights and Coordination Agreement]

SCHEDULE 1

CONTRIBUTING INVESTORS

1. Norman Goldfarb

2. Donald Deieso

3. James Rothman

4. Stephen McLean, Jr

5. ePharmaSolutions Inc. (Lance Converse)

6. Jeremy Katz

7. Nicholas Slack

8. Jeffrey Litwin

9. Ken Getz

10. John Katen

11. Christina Armstrong

12. Emmanuel Olart

13. Alan Lefkowitz

14. Laurie Jackson

15. David Forster

16. Kristi Wood

17. Dawn Flitcraft

18. Jill Johnston

19. Stuart Horowitz

20. Lindsay McNair

21. Mark Summers

22. Marco Capasso

23. Meghan Weiss

24. Nan Hayworth

25. Christopher Dorf

26. Sofija Jovic

27. Jonathan Zung

28. David Kettinger

29. Suzanne Caruso

30. Alison O’Neill

31. Dawn Pope

32. Patricia Whited

33. Jeffrey Cooper

34. Cynthia Carter

35. Mark Opler

36. Craig Sowell

37. April Mulroney

38. Ian Neilson

39. Christopher English

40. Timothy Schuckman

41. John LaSelva

42. William Castell

43. James Bannon

44. Andrew Olmsted

45. Steven Beales

46. Tamara Bowles

47. David Borasky Jr.

48. Gerald Hanson

49. Matthew Morris

50. Elizabeth Hoyle

51. Victoria England

52. Megan Aiken

53. Linda Martin

54. Jonathan Seltzer

55. Melissa Havens

56. Angela Pitwood

57. Joseph O’Rourke

58. Steven Herne

59. David Steffenson

60. Jonathan Suarez

61. Christopher Randolph

62. Charles Eibeler

63. Brian Mundy

64. Lauren Wollman

65. Monika Roberts

66. Christopher Martin

67. Anita McCaslin

68. Lisa La Luna

69. Colleen LoConte

70. Karen Paritee

71. Mark Bogas

72. Ping Kao

73. Randy Czaniecki

74. Natan Paz

75. Robert McGrath

76. Cerdi Beltre

77. Lauren Stark

78. George Brenner

79. Ronald Thornton

EXHIBIT A

REGISTRATION RIGHTS

FORM OF JOINDER AGREEMENT

This JOINDER (“Joinder”) dated [________] is executed by [________] (the “Transferee”) and by [________] (the “Transferor”) pursuant to the terms of the Amended and Restated Registration Rights and Coordination Agreement (the “Registration Rights Agreement”) dated as of [___], 2021, by and among WCG Clinical, Inc., a Delaware corporation, Green Equity Investors VII, L.P., a Delaware limited partnership, Green Equity Investors Side VII, L.P., a Delaware limited partnership, LGP Associates VII-A LLC, a Delaware limited liability company, LGP Associates VII-B LLC, a Delaware limited liability company, Arsenal Capital Partners IV LP, a Delaware limited partnership, Arsenal Capital Partners IV-B LP, a Delaware limited partnership, Arsenal Capital Partners V LP, a Delaware limited partnership, and Arsenal Capital Partners V-B LP, a Delaware limited partnership, ACP WCG Co-Invest 1-2020 LLC, a Delaware limited liability company, ACP WCG Co-Invest 2-2020 LP, a Delaware limited partnership, ACP WCG Co-Invest 3-2020 LP, a Delaware limited partnership, ACP WCG Co-Invest 4-2020 LP, a Delaware limited partnership, Novo Holdings A/S, a Danish private limited company, Dein Investment Pte. Ltd., a Singapore private limited company, and the parties listed on Schedule 1 of the Registration Rights Agreement as Contributing Investors. Capitalized terms used but not otherwise defined in this Joinder have the meanings set forth in the Registration Rights Agreement.

1. Acknowledgment. Transferee and Transferor each acknowledge that Transferee is acquiring Common Shares of the Company from Transferor, upon the terms and subject to the conditions of the Registration Rights Agreement.

2. Assignment. Transferor assigns its rights under the Registration Rights Agreement as follows:

• Transferor assigns all rights under the Registration Rights Agreement to Transferee. Transferor confirms that it is not a Demand Holder pursuant to Section 2.02 of the Registration Rights Agreement and Transferee confirms that it will not acquire any of the rights offered to a Demand Holder pursuant to Section 2.02 of the Registration Rights Agreement (“Demand Holder Rights”).

• Transferor assigns all rights under the Registration Rights Agreement to Transferee, including all Demand Holder Rights of Transferor. Transferor and Transferee each confirm that Transferee is a Permitted Transferee and that Transferor and Transferee have each provided notice of this assignment to the Company pursuant to Section 2.02(e) of the Registration Rights Agreement.

3. Agreement. Transferee agrees that it shall be fully bound by and subject to the terms of the Registration Rights Agreement and the terms of this Joinder.

4. Notice. Any notice required or permitted by the Registration Rights Agreement shall be given to Transferee at the address listed beside Transferee’s signature below.

[SIGNATURE PAGE FOLLOWS]

TRANSFEROR

[________________________________]

By:

Title:

TRANSFEREE

[________________________________]

By:

Title:

Address for Notices:

EX-4.3

Exhibit 4.3

EXECUTION VERSION

VOTING AGREEMENT

THIS VOTING AGREEMENT, effective as of the Effective Time and dated as of the day that the Effective Time occurs, is entered into by and among (i) WCG Clinical, Inc., a Delaware corporation (the “Company”), (ii) Green Equity Investors VII, L.P., a Delaware limited partnership, Green Equity Investors Side VII, L.P., a Delaware limited partnership, LGP Associates VII-A LLC, a Delaware limited liability company, LGP Associates VII-B LLC, a Delaware limited liability company (collectively, the “LGP Stockholders”), (iii) Arsenal Capital Partners IV LP, a Delaware limited partnership, Arsenal Capital Partners IV-B LP, a Delaware limited partnership, Arsenal Capital Partners V LP, a Delaware limited partnership, Arsenal Capital Partners V-B LP, a Delaware limited partnership, ACP WCG Co-Invest 1-2020 LLC, a Delaware limited liability company, ACP WCG Co-Invest 2-2020 LP, a Delaware limited partnership, ACP WCG Co-Invest 3-2020 LP, a Delaware limited partnership, and ACP WCG Co-Invest 4-2020 LP, a Delaware limited partnership (collectively, the “Arsenal Stockholders”), (iv) Novo Holdings A/S, a Danish private limited company (the “Novo Stockholder”) and (v) Dein Investment Pte. Ltd., a Singapore private limited company (the “GIC Stockholder” and, together with the LGP Stockholders, the Arsenal Stockholders and the Novo Stockholder, the “Principal Stockholders” and each a “Principal Stockholder”). Capitalized terms used herein without definition shall have the meanings set forth in Section 1.1.

W I T N E S S E T H:

WHEREAS, the Company will price an initial public offering of shares of its common stock (such shares of common stock, the “Common Stock”, and such initial public offering, the “IPO”) pursuant to an Underwriting Agreement dated as of                , 2021 (the “Underwriting Agreement”);

WHEREAS, the parties hereto desire to provide for certain voting rights and other matters for the period on and after the Effective Time.

NOW, THEREFORE, in consideration of the mutual agreements and understandings set forth herein, the parties hereto hereby agree as follows:

ARTICLE I

CERTAIN DEFINITIONS

SECTION 1.1 Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with such first Person. For these purposes, “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” means this Voting Agreement as in effect on the date hereof and as hereafter from time to time amended, modified or supplemented in accordance with the terms hereof.

“Arsenal Stockholder Designee” has the meaning set forth in Section 2.1(b).

“Arsenal Stockholders” has the meaning set forth in the preamble.

“Board of Directors” means the Board of Directors of the Company.

“Closing” means the closing of the IPO.

“Common Stock” has the meaning set forth in the recitals.

“Company” has the meaning set forth in the preamble.

“Covered Purchase” has the meaning set forth in Section 4.2.

“Director” means a member of the Board of Directors.

“Effective Time” has the meaning set forth in Section 4.12.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“IPO” has the meaning set forth in the recitals.

“GIC Stockholder” has the meaning set forth in the preamble.

“GIC Stockholder Designee” has the meaning set forth in Section 2.1(d).

“LGP Stockholder Designee” has the meaning set forth in Section 2.1(a).

“LGP Stockholders” has the meaning set forth in the preamble.

“Necessary Action” means, with respect to a specified result, all commercially reasonable actions required to cause such result that are within the power of a specified Person, including (i) voting or providing a written consent or proxy with respect to the Common Stock, (ii) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company, (iii) executing agreements and instruments and (iv) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

“Notifying Party” has the meaning set forth in Section 4.2.

“Novo Stockholder” has the meaning set forth in the preamble.

“Novo Stockholder Designee” has the meaning set forth in Section 2.1(c).

“Person” means an individual, corporation, company, limited liability company, association, partnership, joint venture, organization, business, trust or any other entity or organization, including a government or any subdivision or agency thereof.

“Principal Stockholders” has the meaning set forth in the preamble.

2

“Underwriting Agreement” has the meaning set forth in the recitals.

ARTICLE II

CORPORATE GOVERNANCE

SECTION 2.1 Board of Directors.

(a) LGP Stockholders’ Representation. For so long as the LGP Stockholders hold, in the aggregate, a number of shares of Common Stock representing at least the percentages shown below of shares of Common Stock held in the aggregate by the LGP Stockholders as of the Closing of the IPO, the Principal Stockholders shall take Necessary Action to vote in favor, at each applicable annual or special meeting of stockholders at which directors are to be elected, of that number of individuals designated by the LGP Stockholders who are included in the slate of nominees recommended by the Board of Directors (each, an “LGP Stockholder Designee”) that, if elected, will result in the number of LGP Stockholder Designees serving on the Board of Directors that is shown below.

Percentage	Number of Directors
Greater than 50%	2
Less than or equal to 50% but greater than 30%	1
Less than or equal to 30%	0

Upon any decrease in the number of directors that the LGP Stockholders are entitled to designate for election to the Board of Directors pursuant to this Section 2.1(a) or Section 2.1(g), the LGP Stockholders shall use their reasonable best efforts to cause the appropriate number of LGP Stockholder Designees to offer to tender their resignation.

(b) Arsenal Stockholders’ Representation. For so long as the Arsenal Stockholders hold, in the aggregate, a number of shares of Common Stock representing at least the percentages shown below of shares of Common Stock held in the aggregate by the Arsenal Stockholders as of the Closing of the IPO, the Principal Stockholders shall take Necessary Action to vote in favor, at each applicable annual or special meeting of stockholders at which directors are to be elected, of that number of individuals designated by the Arsenal Stockholders who are included in the slate of nominees recommended by the Board of Directors (each, an “Arsenal Stockholder Designee”) that, if elected, will result in the number of Arsenal Stockholder Designees serving on the Board of Directors that is shown below.

3

Percentage	Number of Directors
Greater than 70%	2
Less than or equal to 70% but greater than 40%	1
Less than or equal to 40%	0

Upon any decrease in the number of directors that the Arsenal Stockholders are entitled to designate for election to the Board of Directors pursuant to this Section 2.1(b) or Section 2.1(g), the Arsenal Stockholders shall use their reasonable best efforts to cause the appropriate number of Arsenal Stockholder Designees to offer to tender their resignation.

(c) Novo Stockholder Representation. For so long as the Novo Stockholder holds a number of shares of Common Stock representing at least the percentage shown below of shares of Common Stock held by the Novo Stockholder as of the Closing of the IPO, the Principal Stockholders shall take Necessary Action to vote in favor, at each applicable annual or special meeting of stockholders at which directors are to be elected, of one individual designated by the Novo Stockholder who is included in the slate of nominees recommended by the Board of Directors (a “Novo Stockholder Designee”) that, if elected, will result in the number of Novo Stockholder Designees serving on the Board of Directors that is shown below.

Percentage	Number of Directors
Greater than 60%	1
Less than or equal to 60%	0

In the event that the Novo Stockholder is not entitled to designate a director for election to the Board of Directors as a result of the provisions of this Section 2.1(c) or Section 2.1(g), the Novo Stockholder shall use its reasonable best efforts to cause the Novo Stockholder Designee to offer to tender its resignation.

(d) GIC Stockholder Representation. For so long as the GIC Stockholder holds shares of Common Stock representing greater than seventy-five percent (75%) of the shares of Common Stock held by the GIC Stockholder as of the Closing of the IPO, the Principal Stockholders shall take Necessary Action to permit the GIC Stockholder to designate one non-voting observer to the Board of Directors (a “GIC Stockholder Designee”). The Company and the Principal Stockholders shall take Necessary Action to ensure that any GIC Stockholder Designee (i) may attend all meetings of the Board of Directors in a non-voting observer capacity and (ii) receives copies of all notices, minutes, consents and other documents or materials that are provided to the Board of Directors at the same time and in the same manner as provided to the Board of Directors.

4

Each GIC Stockholder Designee shall execute and deliver to the Company a reasonable and customary agreement requested by the Company, providing for the maintenance of confidentiality of, and prohibiting the use of, confidential information. The Company reserves the right to withhold any information and to exclude the GIC Stockholder Designee from any meeting or portion thereof if, at the Company’s sole determination, access to such information or attendance at such meeting would reasonably be expected to adversely affect the attorney-client privilege between the Company and its counsel or result in disclosure of trade secrets or a conflict of interest.

(e) Additional Obligations. An individual designated by a Principal Stockholder for election (including pursuant to Sections 2.1(a), 2.1(b) or 2.1(c)) as a Director shall comply with the requirements of the charter for, and related guidelines of, any committee of the Board of Directors responsible for nominating directors.

(f) Reduction in Size of Board of Directors. If the resignation of any LGP Stockholder Designee, Arsenal Stockholder Designee or Novo Stockholder Designee is accepted by the Board of Directors pursuant to Sections 2.1(a), 2.1(b) or 2.1(c), as applicable, the Company and the Principal Stockholders shall cause the size of the Board of Directors to be reduced accordingly; provided, that in the event that the size of Board of Directors is reduced by four members, the Board of Directors shall act in accordance with the bylaws of the Company then in effect to appoint or nominate a new director to the Board of Directors.

(g) Designation Threshold. Notwithstanding the provisions of Sections 2.1(a), 2.1(b) or 2.1(c), in the event that the LGP Stockholders, the Arsenal Stockholders, the Novo Stockholders or the GIC Stockholder ceases to hold, in the aggregate, a number of shares of Common Stock representing more than 5% of the issued and outstanding shares of Common Stock, such Principal Stockholder shall not have the right pursuant to this Agreement to designate any Person to be included in the slate of nominees to serve on the Board of Directors or designate any non-voting observer to the Board of Directors, as the case may be.

SECTION 2.2 Voting Agreement. Each Principal Stockholder agrees, in person or by proxy, to cast all votes to which such Principal Stockholder is entitled in respect of its shares of Common Stock, whether at any annual or special meeting, by written consent or otherwise, so as to cause to be elected to the Board of Directors those individuals designated in accordance with Section 2.1 and to otherwise effect the intent of this Article II.

SECTION 2.3 Agreement of Company. The Company hereby agrees that it will take all Necessary Actions to cause the matters addressed by this Article II to be carried out in accordance with the provisions thereof. Without limiting the foregoing, the Secretary of the Company or such other officer or employee of the Company who may be fulfilling the duties of the Secretary, shall not record any vote or consent or other action contrary to the terms of this Article II.

SECTION 2.4 Restrictions on Other Agreements. No Principal Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust, agreement or arrangement of any kind with any Person with respect to its shares of Common Stock if and to the extent the terms thereof conflict with the provisions of this Agreement (whether or not such proxy, voting trust, agreements or arrangements are with other Principal Stockholders, holders of Common Stock that are not parties to this Agreement or otherwise).

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ARTICLE III

REPRESENTATIONS AND WARRANTIES

Each of the parties to this Agreement hereby represents and warrants to each other party to this Agreement, severally on behalf of itself and not jointly, that as of the date such party executes this Agreement:

SECTION 3.1 Existence; Authority; Enforceability. Such party has the power and authority to enter into this Agreement and to carry out its obligations hereunder. If such party is an entity, it is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary action, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. If such party is a natural person, such person has full capacity to contract. This Agreement has been duly executed by each of the parties hereto and constitutes his or its legal, valid and binding obligation, enforceable against him or it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws relating to or affecting creditors’ rights generally, or by the general principles of equity. No representation is made by any party with respect to the regulatory effect of this Agreement, and each of the parties has had an opportunity to consult with counsel as to his or its rights and responsibilities under this Agreement. No party makes any representation to any other party as to future law or regulation or the future interpretation of existing laws or regulations by any governmental authority or self-regulatory organization.

SECTION 3.2 Absence of Conflicts. The execution and delivery by such party of this Agreement and the performance of its obligations hereunder does not and will not (i) conflict with, or result in the breach of, any provision of the constitutive documents of such party, if any; (ii) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any contract, agreement or permit to which such party is a party or by which such party’s assets or operations are bound or affected; or (iii) violate any law applicable to such party.

SECTION 3.3 Consents. Other than any consents which have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such party in connection with the execution, delivery or performance of this Agreement.

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ARTICLE IV

MISCELLANEOUS

SECTION 4.1 Termination. This Agreement shall terminate and be of no further force and effect (a) as to (x) the LGP Stockholders, the Arsenal Stockholders or the Novo Stockholder at such time at which such party no longer has the right to designate an individual for nomination to the Board of Directors under this Agreement or (y) the GIC Stockholder at such time at which the GIC Stockholder no longer has the right to designate a non-voting observer to the Board of Directors under this Agreement, (b) upon the written agreement of the LGP Stockholders, the Arsenal Stockholders, the Novo Stockholder and the GIC Stockholder to terminate this Agreement or (c) upon, subject to the final sentence of Section 4.8 of this Agreement, its provisions become illegal or are interpreted by any governmental authority to be illegal, or any exchange on which the Company’s Common Stock are traded asserts in writing that its existence will threaten the continued listing of the Company’s Common Stock on such exchange.

SECTION 4.2 Exchange Act Section 13(d)(6)(B) Monitoring . Following the Effective Time, any Principal Stockholder who purchases or otherwise acquires beneficial ownership (in accordance with the meaning set forth in Rule 13d-3 under the Exchange Act) (a “Covered Purchase”) of shares of Common Stock (the “Notifying Party”) shall use commercially reasonable efforts to provide written notice of such Covered Purchase (via electronic mail in accordance with Section 4.5 of this Agreement) to the other Principal Stockholders by 5:00 p.m., Eastern Time on the trade date for the Covered Purchase, and in no event later than 48 hours after such Covered Purchase. Each such notice shall specify (a) the trade date of the Covered Purchase, (b) the aggregate number of shares of Common Stock the Notifying Party acquired in connection with the Covered Purchase (which amount shall include any shares of Common Stock acquired in connection with the Covered Purchase by any natural person or entity deemed to be the same “person” (as determined in accordance with Section 13(d) of the Exchange Act) as the Notifying Party, and (c) a statement as to whether the aggregate amount of shares of Common Stock acquired in such Covered Purchase (as set forth in clause (b) of this Section 4.2) will in and of itself exceed the threshold set forth in Section 13(d)(6)(B) of the Exchange Act (as calculated in accordance with such section).

SECTION 4.3 Successors and Assigns; Beneficiaries. Except as otherwise provided herein, all of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the respective successors and permitted assigns of the parties hereto. This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void; provided, that each Principal Stockholder (from time to time party hereto) shall be entitled to assign (solely in connection with a transfer of Common Stock) to any of its Affiliates, without such prior written consent, any of its rights and obligations hereunder; provided, further, that any such Affiliate agrees be bound by the obligations hereunder.

SECTION 4.4 Amendment and Modification; Waiver of Compliance.

(a) This Agreement may be amended only by a written instrument duly executed by the Company, the LGP Stockholders, the Arsenal Stockholders, the Novo Stockholder and the GIC Stockholder.

(b) Except as otherwise provided in this Agreement, any failure of any of the parties to comply with any obligation, covenant, agreement or condition herein may be waived by the party entitled to the benefits thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

7

SECTION 4.5 Notices . Any notice, request, claim, demand, document and other communication hereunder to any party shall be effective upon receipt (or refusal of receipt) and shall be in writing and delivered personally or sent by electronic mail or first class mail, or by Federal Express, United Parcel Service or other similar courier or other similar means of communication, as follows:

(i)   If to the LGP Stockholders:

c/o Leonard Green & Partners, L.P.

11111 Santa Monica Boulevard

Suite 2000

Los Angeles, CA 90025

Attn: Pete Zippelius; David Kass

Email: pzippelius @leonardgreen.com; dkass@leonardgreen.com

(ii)   If to the Arsenal Stockholders:

c/o Arsenal Capital Group LLC

100 Park Avenue

31st Floor

New York, NY 10017

Attention: Eugene Gorbach

E-mail: ggorbach@arsenalcapital.com

(iii)   If to the Novo Stockholder:

Novo Holdings A/S

Tuborg Havnevej 19

DK 2900 Hellerup, Denmark

Attn: Henrik Kjær Hansen; Søren Justesen; Helen Gaffney

Email: hkh@novo.dk; sju@novo.dk; HGA@novo.dk

(iv)   If to the GIC Stockholder:

c/o GIC Private Equity

280 Park Avenue

9th Floor

New York, NY 10017

Attn: Alex Moskowitz; Igor Baskin

Email: alexmoskowitz@gic.com.sg; igorbaskin@gic.com.sg

or, in each case, to such other address or electronic mail address as such party may designate in writing to each Principal Stockholder by written notice given in the manner specified herein.

8

All such communications shall be deemed to have been given, delivered or made when so delivered by hand or sent by electronic mail or facsimile (with confirmed receipt or transmission), on the next business day if sent by overnight courier service (with confirmed delivery) or when received if sent by first class mail.

SECTION 4.6 Specific Performance. Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and agrees that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.

SECTION 4.7 Entire Agreement. The provisions of this Agreement and the other writings referred to herein or delivered pursuant hereto which form a part hereof contain the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior oral and written agreements and memoranda and undertakings among the parties hereto with regard to such subject matter.

SECTION 4.8 Severability. If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (i) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by law, (ii) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (iii) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby. If this Agreement would be required to be terminated pursuant to clause (c) of Section 4.1 of this Agreement, the parties to this Agreement shall use their respective reasonable best efforts to cause the provisions of this Agreement to be reformed, prior to any such termination, to the fullest extent possible to both effectuate the intent of the parties to this Agreement (as of the date of this Agreement) and not cause the termination of this Agreement pursuant to Section 4.1 of this Agreement.

SECTION 4.9 GOVERNING LAW; WAIVER OF JURY TRIAL; VENUE AND SUBMISSION TO JURISDICTION .

(a) THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

9

(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY TO THIS AGREEMENT WAIVES TRIAL BY JURY IN ANY LITIGATION IN ANY COURT WITH RESPECT TO, IN CONNECTION WITH, OR ARISING OUT OF THIS AGREEMENT OR THE VALIDITY, PROTECTION, INTERPRETATION, COLLECTION OR ENFORCEMENT OF THIS AGREEMENT.

(c) ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THIS AGREEMENT SHALL BE BROUGHT SOLELY IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE (THE “CHOSEN COURT”) AND EACH PARTY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF THE CHOSEN COURT FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS. IN ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING, EACH PARTY WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS AND AGREES THAT SERVICE OF SUCH PARTY MAY BE MADE BY CERTIFIED OR REGISTERED MAIL DIRECTED TO IT AT ITS ADDRESS SET FORTH HEREIN FOR COMMUNICATIONS TO SUCH PARTY. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OR ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN THE CHOSEN COURT. EACH PARTY FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN THE CHOSEN COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES AGREES THAT THE EXCLUSIVE CHOICE OF FORUM SET FORTH IN THIS SECTION DOES NOT PROHIBIT THE ENFORCEMENT OF ANY JUDGMENT OBTAINED IN THAT FORUM OR ANY OTHER APPROPRIATE FORUM. NOTHING SET FORTH IN THIS SECTION AFFECTS THE RIGHT TO SERVE PROCESS IN ANY OTHER MATTER PERMITTED BY LAW.

SECTION 4.10 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and shall be binding upon the party who executed the same, but all of such counterparts shall constitute the same agreement. The delivery by electronic mail (in portable document format (PDF) or other format), facsimile or other electronic transmission of signatures of the parties complying with the U.S. federal ESIGN Act of 2000 (e.g., www.docusign.com) will have the same effect as delivery of manually signed original signatures, and the parties agree that this Agreement, or any part hereof, shall not be challenged or denied any legal effect, validity and/or enforceability solely on the ground that it is in the form of an electronic record.

SECTION 4.11 Further Assurances. At any time or from time to time after the date hereof, the parties hereto agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as any other party may reasonably request in order to evidence or effectuate the provisions of this Agreement and to otherwise carry out the intent of the parties hereunder.

SECTION 4.12 Effectiveness of Agreement. Immediately prior to the effectiveness of the Company’s registration statement on Form S-1, this Agreement shall thereupon be deemed to be effective (such time, the “Effective Time”). However, to the extent the Closing does not occur, the provisions of this Agreement shall be without any force or effect.

10

IN WITNESS WHEREOF, each of the undersigned has signed this Voting Agreement as of the date first above written.

COMPANY:
WCG CLINICAL, INC.
By:
	Name:
	Title:

[Signature Page to Voting Agreement]

LGP STOCKHOLDERS:
GREEN EQUITY INVESTORS VII, L.P.
By: GEI CAPITAL VII, LLC, its general partner
By:
	Name:
	Title:
GREEN EQUITY INVESTORS SIDE VII, L.P.
By: GEI CAPITAL VII, LLC, its general partner
By:
	Name:
	Title:
LGP ASSOCIATES VII-A LLC
By: PERIDOT COINVEST MANAGER LLC, its manager
By:
	Name:
	Title:
LGP ASSOCIATES VII-B LLC
By: PERIDOT COINVEST MANAGER LLC, its manager
By:
	Name:
	Title:

[Signature Page to Voting Agreement]

NOVO STOCKHOLDER:
NOVO HOLDINGS A/S
By:
	Name:
	Title:

[Signature Page to Voting Agreement]

ARSENAL STOCKHOLDERS:
ARSENAL CAPITAL PARTNERS IV, LP
By: ARSENAL CAPITAL INVESTMENT IV LP, its general partner
By: ARSENAL CAPITAL GROUP LLC, its general partner
By:
	Name:
	Title:
ARSENAL CAPITAL PARTNERS IV-B, LP
By: ARSENAL CAPITAL INVESTMENT IV LP, its general partner
By: ARSENAL CAPITAL GROUP LLC, its general partner
By:
	Name:
	Title:
ARSENAL CAPITAL PARTNERS V, LP
By: ARSENAL CAPITAL INVESTMENT V LP, its general partner
By: ARSENAL CAPITAL GROUP LLC, its general partner
By:
	Name:
	Title:

[Signature Page to Voting Agreement]

ARSENAL CAPITAL PARTNERS V-B, LP
By:	ARSENAL CAPITAL INVESTMENT V LP, its general partner
By:	ARSENAL CAPITAL GROUP LLC, its general partner
By:
	Name:
	Title:
ACP WCG CO-INVEST 1-2020 LLC
By:	Arsenal Capital Investment WCG 2020 LLC, its manager
By:
	Name:
	Title:
ACP WCG CO-INVEST 2-2020 LP
By:	Arsenal Capital Investment WCG 2020 LLC, its general partner
By:
	Name:
	Title:

[Signature Page to Voting Agreement]

ACP WCG CO-INVEST 3-2020 LP
By:	Arsenal Capital Investment WCG 2020 LLC, its general partner
By:
	Name:
	Title:
ACP WCG CO-INVEST 4-2020 LP
By:	Arsenal Capital Investment WCG 2020 LLC, its general partner
By:
	Name:
	Title:

[Signature Page to Voting Agreement]

GIC STOCKHOLDER:
DEIN INVESTMENT PTE LTD
By:
	Name:
	Title:

[Signature Page to Voting Agreement]

EX-5.1

Exhibit 5.1

	1271 Avenue of the Americas
	New York, New York 10020-1401
	Tel: +1.212.906.1200 Fax: +1.212.751.4864
	www.lw.com
	FIRM / AFFILIATE OFFICES
	Beijing	Moscow
	Boston	Munich
	Brussels	New York
	Century City	Orange County
	Chicago	Paris
July 27, 2021	Dubai	Riyadh
	Düsseldorf	San Diego
	Frankfurt	San Francisco
	Hamburg	Seoul
	Hong Kong	Shanghai
	Houston	Silicon Valley
	London	Singapore
	Los Angeles	Tokyo
	Madrid	Washington, D.C.
	Milan

WCG Clinical, Inc.

212 Carnegie Center, Suite 301

Princeton, NJ 08540

Re: Registration Statement No. 333-257611; 51,750,000 shares of common stock of WCG Clinical, Inc.

Ladies and Gentlemen:

We have acted as special counsel to WCG Clinical, Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of up to 51,750,000 shares of common stock, par value $0.01 per share (the “Shares”). The Shares are included in a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on July 1, 2021 (Registration No. 333-257611) (as amended, the “Registration Statement”). The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.

July 27, 2021

Page 2

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the prospectus under the heading “Legal Matters.” We further consent to the incorporation by reference of this letter and consent into any registration statement filed pursuant to Rule 462(b) with respect to the Shares. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Latham & Watkins LLP

EX-10.3

Exhibit 10.3

EXECUTION VERSION

SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT

This SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of July 13, 2021 (this “Second Amendment”), is entered into among WCG Purchaser Corp. (f/k/a Da Vinci Purchaser Corp.), a Delaware corporation (the “Borrower”), WCG Purchaser Intermediate Corp. (f/k/a/ Da Vinci Purchaser Intermediate Corp.), a Delaware corporation (“Holdings”), the Co-Borrowers party hereto, the other Guarantors party hereto, Barclays Bank PLC (“Barclays”), as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Credit Agreement referred to below, the 2021 Incremental Revolving Lenders (as defined below) and the 2021 Refinancing Revolving Lenders (as defined below). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

PRELIMINARY STATEMENTS

WHEREAS, the Borrower, Holdings, the Co-Borrowers from time to time party thereto, the Administrative Agent, the Collateral Agent, the Lenders from time to time party thereto and the other parties from time to time party thereto have entered into that certain First Lien Credit Agreement, dated as of January 8, 2020 (as amended by that certain First Amendment to Credit Agreement, dated as of November 2, 2020 (the “First Amendment”), by and among the Borrower, Holdings, the Co-Borrowers party thereto, the other Guarantors party thereto, the 2020 Incremental Term Lenders (as defined therein) and the Administrative Agent and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by this Second Amendment, the “Credit Agreement”);

WHEREAS, pursuant to, and in accordance with, Section 2.16 of the Credit Agreement, the Borrower, the Co-Borrowers, Holdings, the Administrative Agent and the 2021 Incremental Revolving Lenders (as defined below) wish to amend the Existing Credit Agreement to enable the Borrower and the Co-Borrowers to establish an Incremental Revolving Facility (the “2021 Incremental Revolving Facility”), pursuant to which the Borrower and the Co-Borrowers have requested that the lenders listed on the signature pages hereto as “2021 Incremental Revolving Lenders” (the “2021 Incremental Revolving Lenders”) provide Incremental Revolving Commitments to the Borrower and the Co-Borrowers on the Second Amendment Effective Date (as defined below) in an aggregate principal amount of $125,000,000 (the “2021 Incremental Revolving Commitments”), which will be added to (and form part of) the existing Class of Revolving Commitments;

WHEREAS, pursuant to, and in accordance with, Section 2.17 of the Credit Agreement, the Borrower, the Co-Borrowers, Holdings, the Administrative Agent, the 2021 Incremental Revolving Lenders and the lenders listed on the signature pages hereto as “2021 Refinancing Revolving Lenders” (the “2021 Refinancing Revolving Lenders”) have agreed, immediately after the 2021 Incremental Revolving Commitments are provided on the Second Amendment Effective Date, to extend the original Revolving Commitment Termination Date (and related Maturity Date) with respect to $250,000,000 in aggregate principal amount of outstanding Revolving Commitments (the “2021 Refinancing Revolving Commitments”) (and related Revolving Loans (if any)) under the Revolving Facility);

WHEREAS, as contemplated by Sections 2.16 and 2.17 of the Credit Agreement, (a) the parties hereto have agreed, subject to the satisfaction of the conditions precedent set forth in Section 7 hereof, to amend certain terms of the Existing Credit Agreement as hereinafter provided to give effect to the establishment of the 2021 Incremental Revolving Commitments, (b) this Second Amendment shall constitute an Incremental Amendment, (c) the parties hereto have agreed, subject to the satisfaction of the conditions precedent set forth in Section 7 hereof, to amend certain terms of the Existing Credit Agreement as hereinafter provided to give effect to the refinancing of the existing Revolving Facility (after giving effect to the 2021 Incremental Revolving Commitments) and the establishment of the 2021 Refinancing Revolving Commitments and (d) this Second Amendment shall constitute a Refinancing Amendment; and

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed that:

SECTION 1. RULES OF CONSTRUCTION.

The rules of construction specified in Sections 1.02 through 1.10 of the Credit Agreement shall apply to this Second Amendment, mutatis mutandis, including the terms defined in the preamble and recitals hereto.

SECTION 2. 2021 INCREMENTAL REVOLVING FACILITY.

(a) Subject to the satisfaction (or waiver) of the conditions set forth in Section 7 hereof and in reliance upon the representations and warranties set forth in Section 6 hereof, the 2021 Incremental Revolving Lenders hereby agree that pursuant to Section 2.16 of the Credit Agreement, each 2021 Incremental Revolving Lender, severally and not jointly shall on the Second Amendment Effective Date provide a 2021 Incremental Revolving Commitment denominated in Dollars that is equal to the amount set forth next to its name on Schedule 1-A (the “2021 Incremental Revolving Commitment Schedule”). The aggregate amount of the 2021 Incremental Revolving Commitment is $125,000,000.

(b) The 2021 Incremental Revolving Commitments (i) shall constitute “Revolving Commitments” for all purposes under the Credit Agreement and the other Loan Documents, (ii) shall have identical terms to the existing “Revolving Commitments” for all purposes under the Credit Agreement and the other Loan Documents, (iii) shall (and all Revolving Loans incurred pursuant to such 2021 Incremental Revolving Commitments shall) be part of the same “Facility” as the existing Revolving Loans and Revolving Commitments for all purposes under the Credit Agreement and the other Loan Documents and (iv) shall (and all Revolving Loans incurred pursuant to such 2021 Incremental Revolving Commitments shall) rank pari passu in right of payment and of security with the existing Revolving Commitments and Revolving Loans.

(c) Upon the Second Amendment Effective Date, the Administrative Agent, the Borrower, the Co-Borrowers, the 2021 Incremental Revolving Lenders and the other Revolving Lenders shall take the actions and make the adjustments, repayments and reallocations (as applicable) contemplated by Section 2.16(i) of the Credit Agreement.

(d) The 2021 Incremental Revolving Lenders, the Administrative Agent and the Loan Parties party hereto agree that this Second Amendment shall constitute an “Incremental Amendment” pursuant to and in accordance with Section 2.16 of the Credit Agreement.

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SECTION 3. 2021 REFINANCING REVOLVING COMMITMENTS.

(a) Subject to the satisfaction (or waiver) of the conditions set forth in Section 7 hereof and in reliance upon the representations and warranties set forth in Section 6 hereof, the 2021 Refinancing Revolving Lenders hereby agree that pursuant to Section 2.17 of the Credit Agreement, each 2021 Refinancing Revolving Lender, severally and not jointly shall on the Second Amendment Effective Date, immediately after the 2021 Incremental Revolving Commitments have been established, provide a 2021 Refinancing Revolving Commitment denominated in Dollars that is equal to the amount set forth next to its name on Schedule 1-B (the “Revolving Commitment Schedule”). The aggregate amount of the 2021 Refinancing Revolving Commitments is $250,000,000.

(b) As of the Second Amendment Effective Date, the Revolving Commitment Termination Date (and Maturity Date with respect to the related Revolving Loans (if any)) will be extended as set forth in Section 4 below. Other than with respect to the Revolving Commitment Termination Date (and related Maturity Date applicable to the related Revolving Loans (if any)) of the 2021 Refinancing Revolving Commitments, the terms of all Revolving Commitments and Revolving Loans (if any) shall be identical to those of the Revolving Commitments and Revolving Loans (if any) outstanding immediately prior to the Second Amendment Effective Date (but after giving effect to the 2021 Incremental Revolving Facility contemplated by Section 2 of this Second Amendment).

SECTION 4. AMENDMENTS TO CREDIT AGREEMENT

(a) Subject to the satisfaction of the conditions set forth in Section 7 hereof, the Credit Agreement is hereby amended on the Second Amendment Effective Date as follows:

(i) Section 1.01 of the Credit Agreement is hereby amended by adding in the appropriate alphabetical order the following new definitions:

“2021 Incremental Revolving Commitments” has the meaning provided in the Second Amendment.

“2021 Incremental Revolving Facility” has the meaning provided in the Second Amendment.

“2021 Incremental Revolving Lenders” has the meaning provided in the Second Amendment.

“2021 Refinancing Revolving Commitments” has the meaning provided in the Second Amendment.

“2021 Refinancing Revolving Lenders” has the meaning provided in the Second Amendment.

“Second Amendment” means that certain Second Amendment to this Agreement, dated as of July 13, 2021, among Holdings, the Borrower, the Co-Borrowers, the Administrative Agent, the Collateral Agent, the 2021 Incremental Revolving Lenders, the 2021 Refinancing Revolving Lenders and the other parties party thereto.

“Second Amendment Effective Date” has the meaning provided in the Second Amendment.

(ii) The definition of “Issuing Bank” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

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“Issuing Bank” means each of Barclays Bank PLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., Bank of America, N.A., Bank of Montreal, Jefferies Finance LLC, Golub Capital LLC, HSBC Bank USA, N.A. and UBS AG, Stamford Branch, each as an Issuing Bank hereunder, together with its permitted successors and assigns in such capacity, and any other Revolving Lender that becomes an Issuing Bank in accordance with Section 2.04(k) or (m). Any Issuing Bank may cause Letters of Credit to be issued by an Affiliate of such Issuing Bank or by another financial institution designated by such Issuing Bank, and all Letters of Credit issued by any such Affiliate or any such designated financial institution shall be treated as being issued by such Issuing Bank for all purposes under the Loan Documents.

(iii) The definition of “Loan Documents” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Loan Documents” means collectively, (a) this Agreement, (b) the First Amendment, (c) the Second Amendment, (d) the Notes, (e) any Refinancing Amendment, Incremental Amendment or Extension Amendment, (f) the Guaranty, (g) the Collateral Documents, (h) the Intercreditor Agreement (if any) and (i) the Global Intercompany Note.

(iv) The definition of “Letter of Credit Percentage” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Letter of Credit Percentage” means, (a) initially with respect to (i) Barclays Bank PLC, 17.5%, (ii) Goldman Sachs Bank USA, 21.2%, (iii) Morgan Stanley Senior Funding, Inc., 18.8%, (iv) Bank of America, N.A., 17.5%, (v) Bank of Montreal, 7.0%, (vi) Jefferies Finance LLC, 5.0%, (vii) Golub Capital LLC, 4.0%, (viii) HSBC Bank USA, N.A., 5.0% and (ix) UBS AG, Stamford Branch, 4.0% (in each case, as may be reduced to reflect any percentage allocated to another Issuing Bank pursuant to the immediately succeeding clause (b)) and (b) from time to time after the Closing Date with respect to any other Issuing Bank, a percentage to be agreed between the Borrower and such Issuing Bank.

(v) The definition of “Revolving Commitment” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit and Swing Line Loans hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving Commitment, if any, is set forth on Schedule 1-B of the Second Amendment under the caption “Revolving Commitments” or in the applicable Assignment and Assumption, subject to any increase, adjustment or reduction pursuant to the terms and conditions hereof including Section 2.16. The aggregate amount of the Revolving Commitments as of the Second Amendment Effective Date is $250,000,000.

(vi) The definition of “Revolving Commitment Termination Date” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Revolving Commitment Termination Date” means the earliest to occur of (a) the fifth anniversary of the Second Amendment Effective Date, (b) the date that the Revolving Commitments, including Revolving Commitments in respect of Letters of Credit and Swing Line Loans, are permanently reduced to zero pursuant to Section 2.08 and (c) the date of the termination of the Revolving Commitments pursuant to Section 9.02.

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SECTION 5. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.

On and after the Second Amendment Effective Date, (i) each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or text of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Second Amendment, (ii) all references in the Credit Agreement and each of the other Loan Documents shall be deemed to be references to the Credit Agreement, as modified hereby, (iii) each 2021 Incremental Revolving Lender and 2021 Refinancing Revolving Lender shall constitute a “Lender” under and as defined in the Credit Agreement and (iv) the 2021 Incremental Revolving Commitments and the 2021 Refinancing Revolving Commitments shall constitute a “Revolving Commitment,” in each case, under and as defined in the Credit Agreement. On and after the effectiveness of this Second Amendment, this Second Amendment shall for all purposes constitute a “Loan Document” under and as defined in the Credit Agreement and the other Loan Documents.

SECTION 6. REPRESENTATIONS & WARRANTIES.

The Borrower and each Co-Borrower hereby represents and warrants to the 2021 Incremental Revolving Lenders, the 2021 Refinancing Revolving Lenders and the Administrative Agent on and as of the Second Amendment Effective Date, that:

(a) no Event of Default has occurred and is continuing (immediately prior to giving effect to the 2021 Incremental Revolving Commitments and the 2021 Refinancing Revolving Commitments) or would result from the making of the 2021 Incremental Revolving Commitments or the 2021 Refinancing Revolving Commitments; and

(b) the representations and warranties in the Loan Documents are true and correct in all material respects on and as of the Second Amendment Effective Date (except for representations and warranties that are already qualified by materiality, which representations and warranties are true and correct in all respects), immediately prior to, and after giving effect to, the making of the 2021 Incremental Revolving Commitments and the 2021 Refinancing Revolving Commitments, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except for representations and warranties that are already qualified by materiality, which representations and warranties are true and correct in all respects).

SECTION 7. CONDITIONS PRECEDENT. This Second Amendment shall become effective as of the first date (the “Second Amendment Effective Date”) when the conditions set forth in this Section 7 shall have been satisfied (or waived by the 2021 Incremental Revolving Lenders and the 2021 Refinancing Revolving Lenders) in accordance with the Credit Agreement:

(a) The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent, the 2021 Incremental Revolving Lenders and the 2021 Refinancing Revolving Lenders:

(i) counterparts of this Second Amendment executed by the Borrower, the Co-Borrowers, the Guarantors, the Administrative Agent, the 2021 Incremental Revolving Lenders and the 2021 Refinancing Revolving Lenders;

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(ii) a customary opinion from each of (A) Latham & Watkins LLP, with respect to matters of New York, Delaware and Illinois law and (B) Gordon Rees Scully Mansukhani, LLP, with respect to matters of Wisconsin law, Pennsylvania law, New Hampshire law and Minnesota law;

(iii) a certificate attesting to the Solvency of the Borrower and its Subsidiaries, on a consolidated basis, from the chief financial officer (or officer with equivalent duties) of the Borrower (after giving effect to the making of the 2021 Incremental Revolving Commitments and the 2021 Refinancing Revolving Commitments), substantially in the form of the Solvency certificate furnished on the Closing Date;

(iv) the following:

i. a customary certificate of a Responsible Officer of each Loan Party dated the Second Amendment Effective Date and certifying (A) that either (x) attached thereto is a copy of the Organization Documents of each Loan Party or (y) certifying that there has been no change to such Organization Documents since last delivered to the Administrative Agent, (B) that attached thereto is a true and complete copy of resolutions or other action authorizing the execution, delivery and performance of this Second Amendment and any other document delivered in connection herewith, (C) to the extent not previously delivered to the Administrative Agent (and unchanged since such delivery), as to the incumbency of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Second Amendment or any other document delivered in connection herewith on behalf of such Loan Party and (D) good standing certificates for each Loan Party from such Loan Party’s jurisdiction of formation or organization; and

ii. a customary certificate of another Responsible Officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate delivered pursuant to clause (i) above;

(b) The representations and warranties in Section 6 hereof shall be true and correct as of the Second Amendment Effective Date, and the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, the 2021 Incremental Revolving Lenders and the 2021 Refinancing Revolving Lenders, dated as of the Second Amendment Effective Date and signed by a Responsible Officer of the Borrower, certifying the foregoing;

(c) the Borrower shall have delivered a certificate signed by a Responsible Officer of the Borrower to the Administrative Agent, the 2021 Incremental Revolving Lenders and the 2021 Refinancing Revolving Lenders certifying, in form and substance reasonably satisfactory to the Administrative Agent, the 2021 Incremental Revolving Lenders and the 2021 Refinancing Revolving Lenders, a calculation detailing the making of the 2021 Incremental Revolving Commitments under Section 2.16(c)(i) and/or 2.16(c)(ii) of the Credit Agreement;

(d) The Administrative Agent shall have been paid (or will be paid substantially simultaneously with the making of the 2021 Incremental Revolving Commitments or the 2021 Refinancing Revolving Commitments) (i) all fees and expenses (including all reasonable out-of-pocket costs, fees and expenses (including legal fees and expenses)) owing to it pursuant to the terms of the Credit Agreement (as amended hereby) or as otherwise separately agreed in writing in connection with this Second Amendment and the related transactions, (ii) all outstanding commitment fees and interest (if any) on any outstanding Revolving Loans (if any) on the Second Amendment Effective Date and (iii) all outstanding L/C Fees (if any) on any outstanding Letters of Credit (if any) on the Second Amendment Effective Date;

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(e) On the Second Amendment Effective Date, each of the 2021 Refinancing Revolving Lenders party hereto shall have been paid (or, substantially concurrently with the consummation of the transactions described in this Second Amendment shall be paid) their respective Revolving Facility Arrangement Fee in the amounts as previously agreed between such 2021 Refinancing Revolving Lender in that certain Engagement Letter dated as of June 18, 2021, which payment shall constitute full satisfaction of such Revolving Facility Arrangement Fee; and

(f) The Lenders shall have received, at least three Business Days prior to the Second Amendment Effective Date, (i) all documentation and other information about the Borrower or any Co-Borrower required by bank regulatory authorities in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) to the extent the Borrower or any Co-Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a customary FinCEN beneficial ownership certificate as required by the Beneficial Ownership Regulation with respect to the Borrower (or, to the extent that the Borrower or any Co-Borrower has previously provided such certificate to the 2021 Incremental Revolving Lenders or the 2021 Refinancing Revolving Lenders, confirmation in writing to the Administrative Agent that no change to its beneficial ownership has occurred since the date of such previously provided certificate), that, in each case, has been requested in writing at least ten Business Days prior to the Second Amendment Effective Date.

SECTION 8. REAFFIRMATION.

By executing and delivering a copy hereof, (i) the Borrower and each other Loan Party hereby (A) agrees that all Loans (including, without limitation, any Loans made pursuant to the 2021 Incremental Revolving Commitments or the 2021 Refinancing Revolving Commitments made available on the Second Amendment Effective Date) shall be guaranteed pursuant to the Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Collateral Documents in accordance with the terms and provisions thereof, and (ii) the Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Collateral Documents, (B) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties (including, without limitation, the 2021 Incremental Revolving Lenders and the 2021 Refinancing Revolving Lenders) continue to be in full force and effect and (C) affirms, acknowledges and confirms its guarantee of obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations under the Credit Agreement, in each case after giving effect to this Second Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, each as amended hereby, including the 2021 Incremental Revolving Commitments and the 2021 Refinancing Revolving Commitments, in each case after giving effect to this Second Amendment.

SECTION 9. MISCELLANEOUS PROVISIONS.

(a) Amendments. No amendment or waiver of any provision of this Second Amendment shall be effective unless in writing signed by each party hereto and as otherwise required by Section 11.01 of the Credit Agreement.

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(b) Ratification. This Second Amendment is limited to the matters specified herein and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith.

(c) No Novation; Effect of this Second Amendment. This Second Amendment does not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Second Amendment Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Except as expressly provided herein, nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Second Amendment or any other document contemplated hereby shall be construed as a release or other discharge of Holdings or any Borrower under the Credit Agreement or any Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations are in all respects continuing with only the terms being modified as provided in this Second Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified. Except as expressly set forth herein, this Second Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Second Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. Each Guarantor further agrees that nothing in the Credit Agreement, this Second Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Second Amendment constitutes a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

(d) Governing Law; Submission to Jurisdiction, Etc.. THIS SECOND AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTIONS 11.15 AND 11.16 OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN AS IF SUCH SECTIONS APPEARED HEREIN, MUTATIS MUTANDIS.

(e) Severability. Section 11.14 of the Credit Agreement is incorporated by reference herein as if such Section appeared herein, mutatis mutandis.

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(f) Counterparts; Headings. This Second Amendment may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Second Amendment by telecopy or other electronic imaging (including in pdf. or .tif format) means shall be effective as delivery of a manually executed counterpart of this Second Amendment. The Administrative Agent may also require that signatures delivered by telecopier, .pdf or other electronic imaging means be confirmed by a manually signed original thereof. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Second Amendment.

(g) Electronic Execution. The words “execution,” “signed,” “signature,” and words of like import in this Second Amendment or any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[Remainder of page intentionally blank; signatures begin next page]

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Second Amendment as of the date first above written.

WCG PURCHASER CORP., as the Borrower
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
WCG PURCHASER INTERMEDIATE CORP., as Holdings
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer

[Signature Page to WCG Second Incremental Amendment]

WCG HOLDINGS IV INC., as a Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
WIRB - COPERNICUS GROUP, INC., as a Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
WCG CLINICAL SERVICES INC., as a Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
WCG MARKET INTELLIGENCE & INSIGHTS INC., as a Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
WCG IRB, INC., as a Co-Borrower and Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer

[Signature Page to WCG Second Incremental Amendment]

RESEARCH DATAWARE, LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
APPLIED CLINICAL INTELLIGENCE, LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
WCG GSO CONSULTING LLC, as a Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
ANALGESIC SOLUTIONS LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
WCG INTERNATIONAL INC., as a Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
GLOBAL SAFETY HOLDINGS, INC., as a Co-Borrower and Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer

[Signature Page to WCG Second Incremental Amendment]

MEDAVANTE PROPHASE, INC., as a Co-Borrower and Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
THREEWIRE, INC., as a Co-Borrower and Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
PHARMASEEK, LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
PHARMASEEK FINANCIAL SERVICES, LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
PATIENTWISE CREATIVE, LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer

[Signature Page to WCG Second Incremental Amendment]

EPHARMASOLUTIONS LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
VELOS LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
CLINTRAX GLOBAL, INC., as a Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
KMR GROUP, INC., as a Co-Borrower and Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
WASHINGTON BUSINESS INFORMATION, INC., as a Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer

[Signature Page to WCG Second Incremental Amendment]

WCG CONFERENCES LLC, as a Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
CENTERWATCH LLC, as a Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer
TRIFECTA MULTIMEDIA LLC, as a Guarantor
By:	/s/ Laurie L. Jackson
	Name: Laurie L. Jackson
	Title: Vice President and Chief Financial Officer

[Signature Page to WCG Second Incremental Amendment]

BARCLAYS BANK PLC, as Administrative Agent, Collateral Agent, 2021 Incremental Revolving Lender and 2021 Refinancing Revolving Lender
By:	/s/ Ronnie Glenn
	Name: Ronnie Glenn
	Title: Director

[Signature Page to WCG Second Incremental Amendment]

GOLDMAN SACHS BANK USA
By:	/s/ Thomas Manning
Name: Thomas Manning
Title: Vice President

MORGAN STANLEY SENIOR FUNDING, INC.
By:	/s/ Michael King
Name: Michael King
Title: Vice President

BANK OF AMERICA, N.A.
By:	/s/ David Strickert
Name: David Strickert
Title: Managing Director

BANK OF MONTREAL
By:	/s/ Darryl Jacobson
Name: Darryl Jacobson
Title: Managing Director

JEFFERIES FINANCE LLC
By:	/s/ John Koehler
Name: John Koehler
Title: Managing Director

GOLUB CAPITAL LLC, as L/C Issuer
By:	/s/ Robert G. Tuchscherer
Name: Robert G. Tuchscherer
Title: Senior Managing Director
GC FINANCE OPERATIONS TRUST, as Lender
By:	GC Advisors LLC, its Manager
By:	/s/ Robert G. Tuchscherer
Name: Robert G. Tuchscherer
Title: Senior Managing Director
GC ADVISORS LLC AS AGENT FOR LINCOLN NATIONAL REINSURANCE COMPANY (BARBADOS) LIMITED, as Lender
By:	/s/ Robert G. Tuchscherer
Name: Robert G. Tuchscherer
Title: Senior Managing Director
GC ADVISORS LLC AS AGENT FOR US MML PORTFOLIO III, A SERIES OF GLOBAL INVESTMENT FUND I, as Lender
By:	/s/ Robert G. Tuchscherer
Name: Robert G. Tuchscherer
Title: Senior Managing Director

HSBC BANK USA, N.A.
By:	/s/ Frank Reynolds
Name: Frank Reynolds
Title: Managing Director

UBS AG, STAMFORD BRANCH
By:	/s/ Anthony N Joseph
Name: Anthony N Joseph
Title: Associate Director
By:	/s/ Ken Chin
Name: Ken Chin
Title: Director

Schedule 1-A

2021 Incremental Revolving Commitments

2021 Incremental Revolving Lender	2021 Incremental Revolving Commitment		Applicable Percentage
Goldman Sachs Bank USA	$	33,650,000		26.92	%
Morgan Stanley Senior Funding, Inc.	$	21,600,000		17.28	%
Bank of America, N.A.	$	43,350,000		34.68	%
Bank of Montreal	$	4,600,000		3.68	%
Jefferies Finance LLC	$	12,100,000		9.68	%
UBS AG, Stamford Branch	$	9,700,000		7.76	%
Total	$	125,000,000.00		100.00	%

Schedule 1-B

Revolving Commitments

Revolving Lender	Revolving Commitment		Applicable Percentage
Barclays Bank PLC	$	43,750,000		17.5	%
Goldman Sachs Bank USA	$	53,000,000		21.2	%
Morgan Stanley Senior Funding, Inc.	$	47,000,000		18.8	%
Bank of America, N.A.	$	43,750,000		17.5	%
Bank of Montreal	$	17,500,000		7.0	%
Jefferies Finance LLC	$	12,500,000		5.0	%
GC Finance Operations Trust	$	8,972,854		3.6	%
Lincoln National Reinsurance Company (Barbados) Limited	$	513,573.00		0.2	%
US MML Portfolio III, a series of Global Investment Fund I	$	513,573.00		0.2	%
HSBC Bank USA, N.A.	$	12,500,000		5.0	%
UBS AG, Stamford Branch	$	10,000,000		4.0	%
Total	$	250,000,000		100.0	%

EX-10.4

Exhibit 10.4

THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT

This THIRD AMENDMENT TO FIRST LIEN CREDIT AGREEMENT, dated as of July 20, 2021 (this “Third Amendment”), is entered into among WCG Purchaser Corp. (f/k/a Da Vinci Purchaser Corp.), a Delaware corporation (the “Borrower”), WCG Purchaser Intermediate Corp. (f/k/a/ Da Vinci Purchaser Intermediate Corp.), a Delaware corporation (“Holdings”), the Co-Borrowers party hereto, the other Guarantors party hereto, Barclays Bank PLC (“Barclays”), as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Credit Agreement referred to below, and the 2021 Incremental Term Lenders (as defined below). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below.

PRELIMINARY STATEMENTS

WHEREAS, the Borrower, Holdings, the Co-Borrowers from time to time party thereto, the Administrative Agent, the Collateral Agent, the Lenders from time to time party thereto and the other parties from time to time party thereto have entered into that certain First Lien Credit Agreement, dated as of January 8, 2020 (as amended by that certain First Amendment to Credit Agreement, dated as of November 2, 2020 (the “First Amendment”), by and among the Borrower, Holdings, the Co-Borrowers party thereto, the other Guarantors party thereto, the 2020 Incremental Term Lenders (as defined therein) and the Administrative Agent, as further amended by that certain Second Amendment to First Lien Credit Agreement, dated as of July 13, 2021 (the “Second Amendment”), by and among the Borrower, Holdings, the Co-Borrowers party thereto, the other Guarantors party thereto, the 2021 Incremental Revolving Lenders (as defined therein) and the Administrative Agent and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”; the Existing Credit Agreement as amended by the Third Amendment, the “Credit Agreement”);

WHEREAS, pursuant to, and in accordance with, Section 2.16 of the Credit Agreement, the Borrower, Holdings, the Co-Borrowers, the Administrative Agent and the 2021 Incremental Term Lenders (as defined below) wish to amend the Existing Credit Agreement to enable the Borrower and the Co-Borrowers to establish an Incremental Term Facility (the “2021 Incremental Term Facility”), pursuant to which the Borrower and the Co-Borrowers have requested that the lenders listed on the signature pages hereto, as “2021 Incremental Term Lenders” (the “2021 Incremental Term Lenders”) make Incremental Term Loans to the Borrower and the Co-Borrowers on the Third Amendment Effective Date (as defined below) in an aggregate principal amount of $200,000,000 (the “2021 Incremental Term Loans” and the Incremental Term Loan Commitments in respect thereof, the “2021 Incremental Term Loan Commitments”), which (a) will be added to (and form part of) the existing Class of Initial Term Loans and (b) will be used, together with cash of the Borrower and the Co-Borrowers and any Revolving Loans borrowed on the Third amendment Effective Date, to fund the Acquisition (as defined below);

WHEREAS, Barclays has agreed to act as lead arranger and bookrunner (the “Third Amendment Lead Arranger”) in arranging this Third Amendment, which the Borrower, Holdings and the Co-Borrowers acknowledge hereby;

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WHEREAS, the Borrower intends to, directly or indirectly, consummate, pursuant to that certain Stock Purchase Agreement, dated as of June 15, 2021 (the “Acquisition Agreement”), by and among the Purchaser (as defined therein), the Target, the Sellers (as defined therein) and the other parties thereto, a Permitted Acquisition (the “Acquisition” and the Person or business acquired pursuant to such Permitted Acquisition, the “Target”) on the Third Amendment Effective Date;

WHEREAS, as contemplated by Section 2.16 of the Credit Agreement, (a) the parties hereto have agreed, subject to the satisfaction of the conditions precedent set forth in Section 6 hereof, to amend certain terms of the Existing Credit Agreement as hereinafter provided to give effect to the establishment of the 2021 Incremental Term Commitments and the incurrence of the 2021 Incremental Term Loans and (b) this Third Amendment shall constitute an Incremental Amendment;

WHEREAS, each 2021 Incremental Term Lender is prepared to provide, severally and not jointly, 2021 Incremental Term Loans in an aggregate principal amount for such 2021 Incremental Term Lender equal to its 2021 Incremental Term Commitment set forth on Schedule 1 hereto (the “2021 Incremental Term Loan Schedule”), subject to the terms and conditions set forth herein; and

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, it is agreed that:

SECTION 1. RULES OF CONSTRUCTION.

The rules of construction specified in Sections 1.02 through 1.10 of the Credit Agreement shall apply to this Third Amendment, mutatis mutandis, including the terms defined in the preamble and recitals hereto.

SECTION 2. 2021 INCREMENTAL TERM LOANS.

(a) Pursuant to Section 2.16 of the Credit Agreement, each 2021 Incremental Term Lender, severally and not jointly (i) shall on the Third Amendment Effective Date, have a 2021 Incremental Term Commitment that is equal to the amount set forth next to its name on the 2021 Incremental Term Loan Schedule and (ii) agrees, upon the satisfaction of the conditions in Section 6 of this Third Amendment, to make 2021 Incremental Term Loans to, and in the amount requested by, the Borrower on the Third Amendment Effective Date in a principal amount not to exceed its respective 2021 Incremental Term Commitment, in accordance with this Third Amendment and the Credit Agreement; provided, that any 2021 Incremental Term Loan may be funded by any Affiliate of such 2021 Incremental Term Lender that is an Eligible Assignee under the Credit Agreement. The borrowing of the 2021 Incremental Term Loans will be subject solely to the satisfaction of the conditions precedent set forth in Section 2.16(f) of the Credit Agreement and Section 6 hereof.

(b) The full amount of the 2021 Incremental Term Loans shall be borrowed by the Borrower and the Co-Borrowers, at the election of the Borrower, in a single drawing on the Third Amendment Effective Date and amounts paid or prepaid in respect of the 2021 Incremental Term Loans may not be reborrowed. The 2021 Incremental Term Loans (i) shall be added to, and thereafter constitute a part of, the existing Class of Initial Term Loans and (ii) shall have terms that are identical (including with respect to interest rates (including Applicable Rates and any interest rate floors), amortization, voluntary prepayment terms, mandatory prepayment terms) to the terms applicable to the Initial Term Loans outstanding on the date hereof, as set forth in the Credit Agreement; provided, that the initial Interest Period for the 2021 Incremental Term Loans shall end on August 9, 2021. The 2021 Incremental Term Loans and (in accordance with Section 2.09(a) of the Existing Credit Agreement) the Initial Term Loans outstanding on the date hereof shall, as of the Third Amendment Effective Date, be subject to the scheduled amortization set forth in Section 3(a)(v) hereto with the remaining outstanding principal amount due and payable in full on the Maturity Date for the existing Class of Initial Term Loans (which shall also be the Maturity Date for the 2021 Incremental Term Loans).

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(c) The 2021 Incremental Term Lenders, the Administrative Agent and the Loan Parties party hereto agree that this Third Amendment shall constitute an “Incremental Amendment” pursuant to and in accordance with Section 2.16 of the Credit Agreement.

(d) Immediately upon the incurrence of the 2021 Incremental Term Loans on the Third Amendment Effective Date, (i) the 2021 Incremental Term Loans shall be added to (and form part of) each Borrowing of existing Initial Term Loans outstanding under the Existing Credit Agreement immediately prior to the funding of the 2021 Incremental Term Loans on a pro rata basis (based on the relative sizes of the various outstanding Term Borrowings), so that each Lender will participate ratably in each then outstanding Term Borrowing of Initial Term Loans, (ii) in connection with the foregoing, the Administrative Agent shall (and is hereby authorized to) take all necessary actions to ensure that all Lenders participate in each Term Borrowing of Initial Term Loans (after giving effect to the incurrence of 2021 Incremental Term Loans) on a pro rata basis (based upon the then outstanding principal amount of all Initial Term Loans held by the Lenders at such time), (iii) the 2021 Incremental Term Loans shall constitute a single Class of Term Loans with the Initial Term Loans and shall be part of the Initial Term Loans and shall be assigned the same CUSIP as the Initial Term Loans, (iv) the 2021 Incremental Term Loans will mature on the Maturity Date applicable to the Initial Term Loans made on the Closing Date and (v) the 2021 Incremental Term Loans shall constitute “Initial Term Loans” for all purposes under, and subject to the provisions of, the Loan Documents.

(e) The 2021 Incremental Term Commitment of each 2021 Incremental Term Lender shall automatically terminate upon the funding of the 2021 Incremental Term Loans on the Third Amendment Effective Date.

(f) The 2021 Incremental Term Loans will be used, together with cash on hand of the Borrower and the Co-Borrowers and any Revolving Loans borrowed on the Third Amendment Effective Date, (i) to fund the Acquisition and finance the related transactions as contemplated by the definitive documentation for the Acquisition, (ii) if applicable, to finance the repayment of certain third-party loan facilities of the Target (and termination of commitments thereunder and release of guarantees, liens and security interests thereto) and (iii) to pay fees, costs and expenses related hereto and thereto.

SECTION 3. AMENDMENTS TO CREDIT AGREEMENT.

(a) Subject to the satisfaction of the conditions set forth in Section 6 hereof, the Credit Agreement is hereby amended on the Third Amendment Effective Date as follows:

(i) Section 1.01 of the Credit Agreement is hereby amended by adding in the appropriate alphabetical order the following new definitions:

““2021 Incremental Term Lenders” has the meaning provided in the Third Amendment.”

““2021 Incremental Term Loans” has the meaning provided in the Third Amendment.”

““Third Amendment” means that certain Third Amendment to this Agreement, dated as of the Third Amendment Effective Date, among Holdings, the Borrower, the Co-Borrowers party thereto, the Administrative Agent, the Collateral Agent and the 2021 Incremental Term Lenders.”

““Third Amendment Effective Date” means July 20, 2021.”

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(ii) The definition of “Initial Term Loan Commitment” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

““Initial Term Loan Commitment” means, as to each Lender, (I) on or prior to the First Amendment Effective Date, its obligation to make an Initial Term Loan to the Borrower and the Co-Borrowers hereunder on the Closing Date, expressed as an amount representing the maximum principal amount of the Initial Term Loans to be made by such Lender under this Agreement, (II) on or prior to the Third Amendment Effective Date, its obligation to make a 2020 Incremental Term Loan to the Borrower and the Co-Borrowers hereunder on the First Amendment Effective Date, expressed as an amount representing the maximum principal amount of the 2020 Incremental Term Loans to be made by such Lender under the First Amendment and (III) after the Third Amendment Effective Date, its obligation to make a 2021 Incremental Term Loan to the Borrower and the Co-Borrowers hereunder on the Third Amendment Effective Date, expressed as an amount representing the maximum principal amount of the 2021 Incremental Term Loans to be made by such Lender under the Third Amendment, in each case, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant to an Assignment and Assumption, (ii) a Refinancing Amendment or (iii) an Extension. The initial amount of each Lender’s Initial Term Loan Commitment is set forth on Schedule 2.01 under the caption “Initial Term Loan Commitment” or, otherwise, in the Assignment and Assumption, Refinancing Amendment or Incremental Amendment (including the Third Amendment) pursuant to which such Lender shall have assumed its Initial Term Loan Commitment, as the case may be.”

(iii) The definition of “Loan Documents” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Loan Documents” means collectively, (a) this Agreement, (b) the First Amendment, (c) the Second Amendment, (d) the Third Amendment, (e) the Notes, (f) any Refinancing Amendment, Incremental Amendment or Extension Amendment, (g) the Guaranty, (h) the Collateral Documents, (i) the Intercreditor Agreement (if any) and (j) the Global Intercompany Note.

(iv) The definition of “Lead Arrangers” appearing in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety as follows:

“Lead Arrangers” has the meaning specified in the preliminary statements to this Agreement with respect to the Initial Term Loans funded on the Closing Date and with respect to the (x) 2020 Incremental Term Loans, each of Barclays Bank PLC, Morgan Stanley Senior funding, Inc., BMO Capital Markets Corp., Golub Capital LLC and HSBC Securities (USA) Inc. and (y) the 2021 Incremental Term Loans, each of Barclays Bank PLC, Goldman Sachs Bank USA, Morgan Stanley Senior Funding, Inc., BoFA Securities, Inc., BMO Capital Markets Corp., Jefferies Finance LLC, Golub Capital LLC, HSBC Securities (USA) Inc. and UBS Securities LLC.

(v) Section 2.09(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

“(a) From and after the Third Amendment Effective Date, the Borrower shall repay to the Administrative Agent for the ratable account of the Appropriate Lenders (i) on the last Business Day of each fiscal quarter, commencing with the first quarter ending after the Third Amendment Effective Date (i.e., September 30, 2021), an aggregate principal amount of

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Term Loans (including the Incremental Term Loans made on the Third Amendment Effective Date) equal to 0.25% of the product of (i) the sum of (A) the aggregate principal amount of all Term Loans outstanding immediately prior to the Incremental Facility Effective Date (i.e. $1,059,672,180.46) and (B) the aggregate principal amount of Incremental Term Loans made on the Incremental Facility Effective Date (i.e. $200,000,000.00) and (ii) a fraction, the numerator of which is the aggregate principal amount of the Term Loans made on the Closing Date ($920,000,000.00) and the denominator of which is equal to (x) the aggregate amount of Term Loans made on the Closing Date (i.e. $920,000,000.00) minus (y) the product of (1) the amount in the forgoing clause (ii)(x), (2) 0.25% and (3) the total number of amortization payments that have been made as of the date hereof (i.e. four) (the product of (y)(1), (y)(2) and (y)(3), $9,200,000), after such product is rounded up to the nearest full Dollar (0.25% of such product equaling $3,180,990.36, which payments shall be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Section 2.07); provided that at the election of the Borrower (A) this clause (i) shall be amended, as it relates to any then-existing tranche of Term Loans to increase the amortization with respect thereto, in connection with the Borrowing of any Incremental Term Loans that constitute Pari Passu Lien Debt if and to the extent necessary so that such Incremental Term Loans and the applicable existing Term Loans form the same Class of Term Loans and to the extent possible, a “fungible” tranche, in each case, without the consent of any party hereto, and (B) such amendments shall not decrease any amortization payment to any Lender that would have otherwise been payable to such Lender prior thereto, and (ii) on the Maturity Date for each Class of Term Loans, the aggregate principal amount of all such Term Loans outstanding on such date.”

SECTION 4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.

On and after the Third Amendment Effective Date, (i) each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or text of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Third Amendment, (ii) all references in the Credit Agreement and each of the other Loan Documents shall be deemed to be references to the Credit Agreement, as modified hereby, (iii) each 2021 Incremental Term Lender shall constitute a “Lender” under and as defined in the Credit Agreement and (iv) the 2021 Incremental Term Commitments shall constitute a “Term Loan Commitment,” in each case, under and as defined in the Credit Agreement. On and after the effectiveness of this Third Amendment, this Third Amendment shall for all purposes constitute a “Loan Document” under and as defined in the Credit Agreement and the other Loan Documents.

SECTION 5. REPRESENTATIONS & WARRANTIES.

The Borrower and each Co-Borrower hereby represents and warrants to the 2021 Incremental Term Lenders and the Administrative Agent on and as of the Third Amendment Effective Date, that:

(a) no Specified Event of Default has occurred and is continuing (immediately prior to giving effect to the incurrence of the 2021 Incremental Term Loans) or would result from the incurrence of the 2021 Incremental Term Commitments; and

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(b) the Specified Representations in the Loan Documents are true and correct in all material respects on and as of the Third Amendment Effective Date (except for Specified Representations that are already qualified by materiality, which Specified Representations are true and correct in all respects), immediately prior to, and after giving effect to, the incurrence of the 2021 Incremental Term Loans, except to the extent that such Specified Representations specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (except for Specified Representations that are already qualified by materiality, which Specified Representations are true and correct in all respects).

SECTION 6. CONDITIONS PRECEDENT. This Third Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) when the conditions set forth in this Section 6 shall have been satisfied (or waived by the 2021 Incremental Term Lenders) in accordance with the Credit Agreement:

(a) The Administrative Agent shall have received the following, in each case in form and substance reasonably satisfactory to the Administrative Agent and the 2021 Incremental Term Lenders:

(i) an executed Committed Loan Notice with respect to the 2021 Incremental Term Loans not later than (A) 1:00 p.m. (New York City time) three Business Days prior to the Third Amendment Effective Date for any Borrowing of Eurodollar Rate Loans and (B) 12:00 noon (New York City time) one Business Day prior to the Third Amendment Effective Date for any Borrowing of Base Rate Loans;

(ii) counterparts of this Third Amendment executed by the Borrower, the Co-Borrowers, the Guarantors, the Administrative Agent and the 2021 Incremental Term Lenders;

(iii) a customary opinion from each of (A) Latham & Watkins LLP, with respect to matters of New York, Delaware and Illinois law and (B) Gordon Rees Scully Mansukhani, LLP, with respect to matters of Wisconsin law, Pennsylvania law, New Hampshire law and Minnesota law;

(iv) a certificate attesting to the Solvency of the Borrower and its Subsidiaries, on a consolidated basis, from the chief financial officer (or officer with equivalent duties) of the Borrower (after giving effect to the Acquisition, the incurrence of 2021 Incremental Term Loans and any Revolving Loans on the Third Amendment Effective Date and the application of the proceeds therefrom), substantially in the form of the Solvency certificate furnished on the Closing Date;

(v) the following:

i. a customary certificate of a Responsible Officer of each Loan Party dated the Third Amendment Effective Date and certifying (A) that either (x) attached thereto is a copy of the Organization Documents of each Loan Party or (y) certifying that there has been no change to such Organization Documents since last delivered to the Administrative Agent, (B) that attached thereto is a true and complete copy of resolutions or other action authorizing the execution, delivery and performance of this Third Amendment and any other document delivered in connection herewith, (C) to the extent not previously delivered to the Administrative Agent (and unchanged since such delivery), as to the incumbency of each Loan Party evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Third Amendment or any other document delivered in connection herewith on behalf of such Loan Party and (D) good standing certificates for each Loan Party from such Loan Party’s jurisdiction of formation or organization; and

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ii. a customary certificate of another Responsible Officer as to the incumbency and signature of the secretary or assistant secretary executing the certificate delivered pursuant to clause (i) above;

(b) The representations and warranties in Section 5 hereof shall be true and correct as of the Third Amendment Effective Date, and the Administrative Agent shall have received a certificate, in form and substance reasonably satisfactory to the Administrative Agent and the 2021 Incremental Term Lenders, dated as of the Third Amendment Effective Date and signed by a Responsible Officer of the Borrower, certifying the foregoing;

(c) the Borrower shall have delivered a certificate signed by a Responsible Officer of the Borrower to the Administrative Agent and the 2021 Incremental Term Lenders certifying, in form and substance reasonably satisfactory to the Administrative Agent and the 2021 Incremental Term Lenders, a calculation detailing the incurrence of the 2021 Incremental Term Loans under Section 2.16(c)(i) and 2.16(c)(ii) of the Credit Agreement;

(d) The Administrative Agent and the Lead Arranger shall have been paid all fees and expenses (including all reasonable out-of-pocket costs, fees and expenses (including legal fees and expenses)) owing to it pursuant to the terms of the Credit Agreement (as amended hereby) or as otherwise separately agreed in writing in connection with this Third Amendment and the related transactions, and the 2021 Incremental Term Lenders shall have been paid (or will be paid substantially simultaneously with the making of the 2021 Incremental Term Loans), all participation or upfront fees (which may take the form of OID) owing to them in connection with this Third Amendment or the 2021 Incremental Term Loans;

(e) The Lenders shall have received, at least three Business Days prior to the First Amendment Effective Date, (i) all documentation and other information about the Borrower or any Co-Borrower required by bank regulatory authorities in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (ii) to the extent the Borrower or any Co-Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a customary FinCEN beneficial ownership certificate as required by the Beneficial Ownership Regulation with respect to the Borrower (or, to the extent that the Borrower or any Co-Borrower has previously provided such certificate to the 2021 Incremental Term Lenders, confirmation in writing to the Administrative Agent that no change to its beneficial ownership has occurred since the date of such previously provided certificate), that, in each case, has been requested in writing at least ten Business Days prior to the Third Amendment Effective Date; and

(f) Confirmation from the Borrower (in the form of a certificate signed by a Responsible Officer of the Borrower) that prior to, or substantially simultaneously with the borrowing of the 2021 Incremental Term Loans on the Third Amendment Effective Date:

i. the Acquisition shall have been or will be consummated; and

ii. that the Acquisition satisfies the requirements set forth in clauses (a) and (b) of the definition of “Permitted Acquisition” in the Credit Agreement.

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SECTION 7. REAFFIRMATION.

By executing and delivering a copy hereof, (i) the Borrower and each other Loan Party hereby (A) agrees that all Loans (including, without limitation, the 2021 Incremental Term Loans made available on the Third Amendment Effective Date) shall be guaranteed pursuant to the Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Collateral Documents in accordance with the terms and provisions thereof, and (ii) the Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Collateral Documents, (B) agrees that, notwithstanding the effectiveness of this Third Amendment, after giving effect to this Third Amendment, the Guaranty and the Liens created pursuant to the Collateral Documents for the benefit of the Secured Parties (including, without limitation, the 2021 Incremental Term Lenders) continue to be in full force and effect and (C) affirms, acknowledges and confirms its guarantee of obligations and liabilities under the Credit Agreement and each other Loan Document to which it is a party and the pledge of and/or grant of security interest in its assets as Collateral to secure the Obligations under the Credit Agreement, in each case after giving effect to this Third Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such guarantee, pledge and/or grant continue in full force and effect in respect of, and to secure, the Obligations under the Credit Agreement and the other Loan Documents, each as amended hereby, including the 2021 Incremental Term Loans (including, without limitation, the Obligations with respect to the 2021 Incremental Term Loans), in each case after giving effect to this Third Amendment.

SECTION 8. MISCELLANEOUS PROVISIONS.

(a) Amendments. No amendment or waiver of any provision of this Third Amendment shall be effective unless in writing signed by each party hereto and as otherwise required by Section 11.01 of the Credit Agreement.

(b) Ratification. This Third Amendment is limited to the matters specified herein and shall not constitute a modification, acceptance or waiver of any other provision of the Credit Agreement or any other Loan Document. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Credit Agreement or any other Loan Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith.

(c) No Novation; Effect of this Third Amendment. This Third Amendment does not extinguish the Obligations for the payment of money outstanding under the Credit Agreement or discharge or release the lien or priority of any Loan Document or any other security therefor or any guarantee thereof, and the liens and security interests existing immediately prior to the Third Amendment Effective Date in favor of the Collateral Agent for the benefit of the Secured Parties securing payment of the Obligations are in all respects continuing and in full force and effect with respect to all Obligations. Except as expressly provided herein, nothing herein contained shall be construed as a substitution or novation, or a payment and reborrowing, or a termination, of the Obligations outstanding under the Credit Agreement or instruments guaranteeing or securing the same, which shall remain in full force and effect, except as modified hereby or by instruments executed concurrently herewith. Nothing expressed or implied in this Third Amendment or any other document contemplated hereby shall be construed as a release or other discharge of Holdings or any Borrower under the Credit Agreement or any Borrower or any other Loan Party under any Loan Document from any of its obligations and liabilities thereunder, and except as expressly provided, such obligations are in all respects continuing with only the terms being modified as provided in this Third Amendment. The Credit Agreement and each of the other Loan Documents shall remain in full force and effect, until and except as modified. Except as expressly set forth herein, this Third Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements

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contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Third Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. Each Guarantor further agrees that nothing in the Credit Agreement, this Third Amendment or any other Loan Document shall be deemed to require the consent of such Guarantor to any future amendment to the Credit Agreement. This Amendment constitutes a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents

(d) Governing Law; Submission to Jurisdiction, Etc.. THIS THIRD AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTIONS 11.15 AND 11.16 OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN AS IF SUCH SECTIONS APPEARED HEREIN, MUTATIS MUTANDIS.

(e) Severability. Section 11.14 of the Credit Agreement is incorporated by reference herein as if such Section appeared herein, mutatis mutandis.

(f) Counterparts; Headings. This Third Amendment may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall be deemed an original, but all of which together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Third Amendment by telecopy or other electronic imaging (including in pdf. or .tif format) means shall be effective as delivery of a manually executed counterpart of this Third Amendment. The Administrative Agent may also require that signatures delivered by telecopier, .pdf or other electronic imaging means be confirmed by a manually signed original thereof. Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Third Amendment.

(g) Electronic Execution. The words “execution,” “signed,” “signature,” and words of like import this Third Amendment or any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

SECTION 9. CERTAIN TAX MATTERS.

The 2021 Incremental Term Loans shall be fungible with the Initial Term Loans for U.S. federal income tax purposes.

[Remainder of page intentionally blank; signatures begin next page]

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this First Amendment as of the date first above written.

WCG PURCHASER CORP., as the Borrower
By:	/s/ Laurie Jackson
	Name: Laurie Jackson
	Title: Vice President and Chief Financial Officer
WCG PURCHASER INTERMEDIATE CORP., as Holdings
By:	/s/ Laurie Jackson
	Name: Laurie Jackson
	Title: Vice President and Chief Financial Officer

[Signature Page to WCG Third Incremental Amendment]

WCG HOLDINGS IV INC., as a Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
WIRB - COPERNICUS GROUP, INC., as a Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
WCG CLINICAL SERVICES INC., as a Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
WCG MARKET INTELLIGENCE & INSIGHTS INC., as a Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
WCG IRB, INC., as a Co-Borrower and Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer

[Signature Page to WCG Third Incremental Amendment]

RESEARCH DATAWARE, LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
APPLIED CLINICAL INTELLIGENCE, LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
WCG GSO CONSULTING LLC, as a Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
ANALGESIC SOLUTIONS LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
WCG INTERNATIONAL INC., as a Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
GLOBAL SAFETY HOLDINGS, INC., as a Co-Borrower and Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer

[Signature Page to WCG Third Incremental Amendment]

MEDAVANTE PROPHASE, INC., as a Co-Borrower and Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
THREEWIRE, INC., as a Co-Borrower and Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
PHARMASEEK, LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
PHARMASEEK FINANCIAL SERVICES, LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
PATIENTWISE CREATIVE, LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer

[Signature Page to WCG Third Incremental Amendment]

EPHARMASOLUTIONS LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
VELOS LLC, as a Co-Borrower and Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
CLINTRAX GLOBAL, INC., as a Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
KMR GROUP, INC., as a Co-Borrower and Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
WASHINGTON BUSINESS INFORMATION, INC., as a Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer

[Signature Page to WCG Third Incremental Amendment]

WCG CONFERENCES LLC, as a Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
CENTERWATCH LLC, as a Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer
TRIFECTA MULTIMEDIA, LLC, as a Guarantor
By:	/s/ Laurie Jackson
Name:	Laurie Jackson
Title:	Vice President and Chief Financial Officer

[Signature Page to WCG Third Incremental Amendment]

BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent and 2021 Incremental Term Lender
By:	/s/ Ronnie Glen
	Name: Ronnie Glen
	Title: Director

[Signature Page to WCG Third Incremental Amendment]

Schedule 1

2021 Incremental Term Commitments

2021 Incremental Term Lender	2021 Incremental Term Commitment		Applicable Percentage
BARCLAYS BANK PLC	$	200,000,000.00		100.00	%
Total	$	200,000,000.00		100.00	%

EX-10.6

Exhibit 10.6

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is effective as of July 23, 2021, by and between WCG Clinical, Inc., a Delaware corporation (the “Company”), and Donald A. Deieso, an individual (“Employee”).

WHEREAS, Employee entered into an Employment Agreement with an affiliate of the Company, dated as of October 1, 2013 (as amended, the “Original Agreement”); and

WHEREAS, Employee and the Company desire to amend and restate the Original Agreement in its entirety pursuant to the terms of this Agreement to set forth the terms and conditions of Employee’s continued employment with the Company.

NOW, THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment.

(a) The Company or one of its affiliates hereby agrees to employ Employee, and Employee hereby accepts such employment, as Chief Executive Officer (“CEO”) for the Company, with such duties and responsibilities as shall be set forth by the Board of Directors of the Company (the “Board”), and are commensurate with the position of CEO. Employee shall devote all of his business time, attention, and efforts to the performance of Employee’s duties hereunder. Notwithstanding the foregoing, Employee may provide services (i) as a member of the board of such companies where Employee is serving on the board as of the date hereof, (ii) as a volunteer or director to charitable, educational or civic organizations, (iii) as a member, director or officer of any industry trade association or group, and (iv) as a trustee, director or advisor to any family companies or trusts; provided that, in all cases, such services or acts shall not, in the reasonable judgment of the Board, interfere or be likely to interfere with Employee’s ability to discharge Employee’s duties and responsibilities to the Company. Employee shall faithfully adhere to, execute, and fulfill all lawful policies established by the Company.

(b) As consideration for the services performed by Employee, the Company shall pay Employee a base salary, at the annual rate of $700,710 (“Base Salary”), payable in installments at such times as the Company customarily pays its other executives (but in any event no less often than monthly). In addition to his Base Salary, Employee shall be eligible to receive an annual incentive bonus in an amount up to one hundred twenty-five percent (125%) of Employee’s Base Salary (the “Incentive Bonus”) in the sole discretion of the Board. The applicable criteria for achieving an Incentive Bonus shall be established by the Board, in its or their sole discretion. So long as Employee remains employed by the Company, the Company will provide benefits to Employee no less favorable than those benefits made available generally to similarly situated employees of the Company. The Company may withhold from any amounts payable under this Agreement such federal, state, and local taxes as may be required to be withheld pursuant to any applicable law or regulation. The Company agrees that Employee’s Base Salary and performance will be reviewed at least annually by the Board to determine if an increase in compensation is appropriate, which increase shall be in the sole discretion of the Board.

(c) Employee shall be entitled to paid time off annually in accordance with Company policies.

(d) The Company or one of its affiliates agrees to reimburse Employee for all reasonable business travel and other out-of-pocket expenses incurred by Employee in the discharge of Employee’s duties hereunder, subject to the Company’s reimbursement policies in effect from time to time. In addition,

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the Company will reimburse Employee for dues necessary for him to renew and maintain membership in industry associations or organizations and to subscribe to industry publications, in each case subject to the prior written approval of the Company or the Board, in its or their sole discretion. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with the Company’s expense reporting policy, as may be in effect from time to time, as well as applicable federal and state record keeping requirements.

2. Termination.

(a) Employee’s employment with the Company is at-will, and Employee’s employment with the Company can be terminated by the Company for any reason, with or without cause. The foregoing notwithstanding, in consideration of the benefits conferred in this Section 2, Employee agrees to provide the Company with thirty (30) days’ written notice in advance of Employee’s voluntary resignation, including the identity of Employee’s prospective new employer, if any.

(b) Upon termination of this Agreement for any reason, Employee (or Employee’s estate or personal representative, as applicable) shall be entitled to receive (i) all of Employee’s accrued but unpaid Base Salary through the effective date of termination, whereafter no further Base Salary shall accrue, and (ii) reimbursement of any proper expenses in accordance with Section 1(d).

(c) In the event that the Company terminates Employee’s employment without Cause (as defined below) or Employee resigns for Good Reason (as defined below), Employee shall be entitled to receive the Severance Payment (as defined below); provided, however, that Employee’s receipt of the Severance Payment is expressly conditioned on Employee’s execution and non-revocation of a general release and waiver of any and all claims against the Company arising out of his employment or termination thereof in form and substance specified by and acceptable to the Company (the “Separation Release”). The Salary Portion (as defined below) of the Severance Payment will be paid to Employee as follows: a first payment, which will cover the first two months of Employee’s severance, will be paid to Employee in a lump sum cash payment on the sixtieth (60th) day following Employee’s separation date, provided that Employee has executed, submitted to the Company, and not revoked the Separation Release and the revocation period for the Separation Release has expired, and the remaining amount of the Salary Portion of the Severance Payment will be paid to Employee in accordance with the Company’s normal payroll practices following such sixtieth (60th) day for the remainder of the period in which the Severance Payment is payable. “Severance Payment” means twelve (12) months of Employee’s Base Salary at the rate in effect as of Employee’s separation date (the “Salary Portion”) and continued coverage by the Company of Employee, his spouse and eligible dependents on its medical plan, to the extent covered under such plan immediately prior to Employee’s termination date, for twelve (12) months, at the same premium rates that are charged to current employees receiving the same coverage; provided that (i) such continuation coverage shall cease to apply if Employee does not pay the applicable monthly premium or if Employee is eligible to receive other coverage from his new employer or pursuant to his spouse’s plan, (ii) the COBRA continuation period shall run currently with the severance period, so that, for such continuation coverage benefit to apply, Employee must elect COBRA continuation coverage at the time of his termination of employment, and (iii) in the event that the Company determines in its discretion that it is not practicable or possible to continue to provide such medical or dental benefits, the Company shall pay Employee for the cost of replacing such benefits on an after-tax basis.

(d) “Cause” shall mean (i) conviction of Employee of any felony, or the conviction of Employee of a misdemeanor which involves moral turpitude, or the entry by Employee of a plea of guilty or nolo contendere with respect to any of the foregoing, (ii) the commission of any act or failure to act by Employee that involves moral turpitude, dishonesty, theft, destruction of property, fraud, embezzlement or

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unethical business conduct, or that otherwise causes material injury to the Company or any of its affiliates, whether financially or otherwise, (iii) any breach by Employee of any rule or policy of the Company or any of its affiliates, and the failure of Employee to cure such violation (to the extent such violation is capable of being cured) under this clause (iii) within twenty (20) days after receipt of written notice from the Company, (iv) any breach by Employee of the requirements of any other contract or agreement between the Company (or any of its affiliates) and such Employee, including this Agreement, and the failure of Employee to cure such breach (to the extent such breach is capable of being cured) under this clause, or (v) within ten (10) days after receipt of written notice from the Company, in each case, with respect to clauses (i) through (iv), as determined in good faith by the Board in the exercise of its reasonable business judgment. Additionally, and solely for these purposes, Employee’s dismissal by Company on account of death or disability will not be deemed a dismissal without Cause.

(e) Employee shall have the right to terminate his employment for Good Reason. For purpose of this Agreement, “Good Reason” shall be limited to the following (unless Employee and the Company shall execute a written agreement specifically stating that the occurrence of such event shall not constitute “Good Reason” under this Agreement): (i) a material reduction in Employee’s base salary, other than as part of a reduction plan affecting all of the Company’s leadership team that is instituted as a result of economic circumstances; (ii) a material breach by the Company of this Agreement, or (iii) a material diminution in the duties and authority of Employee. Notwithstanding the foregoing, a termination by Employee for Good Reason shall exist only if Employee provides written notice to the Company specifying in reasonable detail the events or conditions that give Good Reason and Employee provides such notice to the Company within ninety (90) days after such events or conditions first arise. Within thirty (30) days after notice has been received, the Company shall have the opportunity, but shall not have the obligation, to cure such events or conditions that give Good Reason. If the Company does not cure such events or conditions within the thirty (30) day period, Employee must voluntarily terminate his employment within thirty (30) days of the expiration of the cure period.

(f) In the event of the death of Employee during the term of Employee’s employment with the Company, this Agreement shall automatically terminate, and the Company shall have no further obligations hereunder except as provided in Section 2(e).

(g) Upon termination of this Agreement for any reason, Employee (or Employee’s estate or personal representative, as applicable) shall be entitled to receive (i) all of Employee’s accrued but unpaid Base Salary through the effective date of termination, whereafter no further Base Salary shall accrue, and (ii) reimbursement of any proper expenses in accordance with Section 1(d).

3. Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. Employee shall bear all expense of, and shall be solely responsible for, any and all taxes associated with the compensation and benefits provided under this Agreement.

4. Section 409A of the Code.

(a) General. Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), to the extent applicable, and shall be interpreted to avoid any penalty sanctions under Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted to comply with Section 409A and, if necessary, any such provision shall be deemed amended to comply with Section 409A and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All

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payments to be made upon a termination of employment under this Agreement that are deferred compensation may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Employee, directly or indirectly, designate the calendar year of payment.

(b) Payment Delay. To the maximum extent permitted under Section 409A, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Employee during the six (6) month period following Employee’s last day of employment with the Company that does not qualify within this exception and constitutes deferred compensation subject to the requirements of Section 409A shall hereinafter be referred to as the “Excess Amount.” If at the time of Employee’s separation from service, the Company’s (or any entity required to be aggregated with the Company under Section 409A) stock is publicly-traded on an established securities market or otherwise and Employee is a “specified employee” (as defined in Section 409A and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Employee’s last day of employment with the Company (or any successor thereto) for six (6) months following Employee’s last day of employment with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Employee within thirty (30) days following the date that is six (6) months following Employee’s last day of employment with the Company (or any successor thereto) and any amounts payable after such six (6) month period shall be paid in accordance with its original schedule. If Employee dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of Section 409A, such Excess Amount shall be paid to the personal representative of Employee’s estate within sixty (60) days after Employee’s death.

(c) Reimbursements. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

5. Certain Representations and Warranties of Employee. Employee represents and warrants that Employee is entering into this Agreement voluntarily and that Employee’s employment hereunder and compliance with the terms and conditions of this Agreement will not conflict with, or result in a breach of, any agreement to which Employee is a party or by which Employee may be bound, or any legal duty that Employee owes or may owe to another.

6. Restrictive Covenants. As a material condition of the Company’s offer of employment to Employee, Employee is obligated to execute and adhere to the Company’s Employee Work Product, Confidentiality, Non-Competition, and Non-Solicitation Agreement, a copy of which is appended hereto as Exhibit A and the terms of which are hereby fully incorporated herein by reference.

7. Notices. For the purposes of this Agreement, any notice or demand hereunder to or upon any party hereto required or permitted to be given or made shall be deemed to have been duly given or made for all purposes if (a) in writing and sent by (i) messenger or an overnight courier service, or (ii) certified or

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registered mail, postage paid, return receipt requested, or (b) sent by an attachment to an electronic mail message in “pdf” or similar format, or similar electronic means, to such party at the following address:

In the case of Employee, to Employee at the last known address of Employee contained in the personnel records of the Company.

In the case of the Company, to it at:

WCG Clinical, Inc.

212 Carnegie Center, Suite 301

Princeton, NJ 08540

Attention: Chief Legal Officer

Email: bshander@wcgclinical.com

or, in the case of either party, as applicable, to such other names or addresses as the Company or Employee, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

8. Severability; Assignment.

(a) If any portion of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such portion shall be deemed deleted as though it had never been included herein, but the remainder of this Agreement shall remain in full force and effect.

(b) This Agreement (i) shall not be assignable by Employee without the prior written consent of the Company except pursuant to the laws of descent and distribution and then only for purposes of enforcing Employee’s rights under Sections 2(e), 2(f) and 4 and (ii) shall be assignable by the Company only with the consent of Employee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that the Company may assign its rights and obligations under this Agreement without consent of Employee in the event that the Company shall effect a reorganization or consolidate or merge with, sell all or substantially all of its equity or assets to, or enter into any other transaction with, any other entity.

9. Cooperation With Regard to Litigation; Waiver of Trial By Jury.

(a) Employee agrees to cooperate with the Company during the term of this Agreement and thereafter (including following Employee’s termination of employment for any reason) by making himself or herself reasonably available to testify on behalf of the Company or its affiliates, in any action, suit or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company or any of its affiliates in any such action, suit, or proceeding by providing information and meeting and consulting with its counsel and representatives. Employee shall be fully reimbursed for any out-of-pocket expenses reasonably incurred by Employee in the course of such cooperation.

(b) Each of the parties to this Agreement irrevocably and unconditionally waives the right to a trial by jury in any action, suit or proceeding arising out of, connected with or relating to this Agreement, the matters contemplated hereby, or the actions of the parties in the negotiation, administration, performance or enforcement of this Agreement.

10. No Debarment. Employee represents, warrants and covenants that he (i) has not been convicted of a crime within the past ten (10) years; (b) is not currently, nor has ever been, debarred, excluded,

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suspended, and/or declared ineligible by the U.S. Department of Health and Human Services, U.S. Food and Drug Administration, or any other state or federal agency from receiving federal or state money or contracts; and (iii) is not subject to, nor is there any U.S. Department of Health and Human Services, U.S. Food and Drug Administration, or any other state or federal agency action or investigation relating to debarment, exclusion, suspension, and/or a declaration of ineligibility from receiving federal or state money or contracts currently pending or threatened against Employee. Employee covenants to immediately report to the Company any change in status with respect to the foregoing statements that arise during employment.

11. No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

12. Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the Company, its successors and permitted assigns. This Agreement shall also inure to the benefit of and be binding upon Employee, Employee’s executors, administrators and heirs.

12. Governing Law. This Agreement shall be governed by and construed in accordance with, the laws of the State of New Jersey without regard to conflict or choice of law provisions or rules that would defer to the substantive laws of another jurisdiction. Any suit or proceeding arising from the subject matter of this Agreement shall only be brought in the state or federal courts located in Mercer County in the State of New Jersey. The Parties agree that such venue is appropriate and Employee waives any and all rights to contest the exclusive personal jurisdiction and venue of such courts.

13. No Third Party Beneficiaries. Nothing contained in this Agreement, whether express or implied, is intended, or shall be deemed, to create or confer any right, interest or remedy for the benefit of any person other than as otherwise provided in this Agreement.

14. Insurance and Indemnity. The Company shall, to the fullest extent permitted by applicable law and solely in accordance with the terms of the Company’s bylaws as in effect at any time, indemnify Employee for any liabilities by reason of the fact that such person is or was a director or officer of the Company. The Company shall also provide Employee with any coverage under any directors and officers liability insurance policy which is at any time maintained for the benefit of the Company’s directors and officers.

15. Entire Agreement. This Agreement and any Separation Release executed pursuant to Section 2(b) of this Agreement supersede all prior employment or other agreements, negotiations or understandings of any kind with respect to the subject matter hereof and contain the entire understanding between the parties hereto with respect to the subject matter hereof, including without limitation that previous employment agreement between Employee and the Company dated as of July 27, 2012 and the Original Agreement. Any representation, premise or condition, whether written or oral, not specifically incorporated herein, shall have no binding effect upon the parties.

16. Headings. The headings contained in this Agreement are included for convenience and reference purposes only and shall be given no effect in the construction or interpretation of this Agreement.

17. Amendments. No modification, termination or waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the same is sought to be enforced.

18. Survival. To the extent consistent with their terms, the covenants in Sections 2, 3, 6, 7, 9, 10, 11, 12 and 13 hereof shall survive the termination or expiration of this Agreement and the termination of Employee’s employment hereunder.

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19. Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

WCG Clinical, Inc.
By:	/s/ Lisa Calicchio
Name:	Lisa Calicchio
Title:	SVP Human Capital Management
By:	/s/ Donald A. Deieso
Name:	Donald A. Deieso

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Exhibit A

Restrictive Covenant Agreement

See Attached

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(WCG Standard)

EMPLOYEE CONFIDENTIALITY, WORK PRODUCT,

NON-COMPETITION, AND NON-SOLICITATION AGREEMENT

This Employee Work Product, Confidentiality, Non-Competition, and Non-Solicitation Agreement (the “Agreement”) is made and entered by and between Donald A. Deieso (the “Employee”) and WCG Clinical, Inc., on behalf of itself, its parents, affiliates, subsidiaries, divisions, related companies or entities, and its and their respective members, predecessors, successors, and assigns (collectively, the “Company”).

The Company is engaged in the highly competitive clinical research industry and offers leading regulatory, technical, compliance, quality, and ethical review services and processes. Employee’s role with the Company involves a position of trust and confidence in which Employee will have access to Confidential Information (defined in Section 2.1 below), and Employee’s activities will directly or indirectly support the Company’s business, research and development efforts, business and customer relationships, reputation, and goodwill, all of which are the result of significant investments and are valuable interests, and which, if used or diverted to benefit a competitor, would cause irreparable harm. To protect these interests and investments and for good and valuable consideration, including, without limitation, Employee’s at-will employment or any changes to that employment (including position or compensation changes), access to professional advancement potential, including specialized training and enhanced compensation opportunities, access to Confidential Information, and opportunity to develop, maintain, or enhance business and customer relationships, Employee agrees to the following:

1. DISCLOSURE AND ASSIGNMENT OF WORK PRODUCT.

1.1. Disclosure of Company Work Product. Employee will disclose promptly in writing to the Company all Company Work Product. “Company Work Product” means: (a) all ideas, concepts, information, materials, programs, know-how, improvements, discoveries, research, developments, designs, data, reports, plans, systems, technologies, products, techniques, methods, and processes, whether or not patentable, and all Confidential Information, trademarks, service marks, trade dress, design marks, design rights, logos, domain names, handles, user names, trade names, mask work rights, patents, and other intellectual property rights, title, or interest (including, but not limited to, all related patent applications and all priority rights) recognized by the laws of any jurisdiction or country whether or not registered, which were: (i) conceived, created and/or reduced to practice by Employee, either solely or jointly with others, during Employee’s employment with the Company (whether or not during Employee’s hours of work, and whether or not with the use the Company’s facilities, materials, or personnel) and for a period of twelve (12) months following the termination of Employee’s employment from the Company, and (ii) related to the actual or anticipated business or activities of the Company, and/or suggested by or resulting from any task assigned by or to Employee or work performed by Employee for, or on behalf of, the Company; and (b) all copyrightable works (including, without limitation, writings, presentations, reports, programs, drawings, tables, graphs, images, and recordings) Employee creates or prepares during and within the scope of Employee’s employment within the Company or relating to work performed for the Company, whether or not created or prepared during Employee’s hours of work or with the use of the Company’s facilities, materials, or personnel, and regardless of whether the Company specifically requested the preparation of such work.

Employee’s Initials:
WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

1.2. Ownership of Company Work Product. All Company Work Product is the sole and exclusive property of the Company and considered work made for hire, and the Company will retain worldwide rights thereto. To the extent that any Company Work Product is not considered work made for hire, Employee agrees to assign and hereby assigns all rights, title, and interests in Company Work Product to the Company. Employee agrees that all Prior Work Product made or acquired by Employee prior to employment with the Company has been identified on a fully executed copy of Schedule A. Employee also agrees not to assert rights to any Company Work Product that has not been identified as Prior Work Product on Schedule A. During the period of Employee’s employment and thereafter, Employee and Employee’s assigns, executors, administrators, and representatives will execute any applications, assignments, or other instruments that the Company considers necessary to apply for, obtain, transfer, or maintain a patent, trademark or copyright registration, or other proprietary or intellectual property rights to protect the interests of the Company with respect to Company Work Product. Employee will not incorporate, or permit to be incorporated, any Prior Work Product into any Company process, procedure, technique, equipment, property, or Company Work Product without the Company’s prior written consent.

2. CONFIDENTIAL INFORMATION AND COMPANY PROPERTY.

2.1. Confidential Information. “Confidential Information” means all information relating to the Company and/or its operations that is not generally available to the public, including, without limitation, information related to the Company’s business and operating plans or strategies, trade secrets, potential or pending acquisitions, financial information, market analyses, personnel, contractors, vendors or service providers, compensation received or provided, know-how, customer and supplier lists and relationships, product plans, research and development activities, inventions, processes, methodologies, techniques, specifications, algorithms, formulas, technologies, hardware configurations, software and software development, engineering, testing, Company Work Product, all non-public proprietary, confidential, or trade secret information in oral, written, electronic, or other form, and any non-public information the Company has received or will receive from third parties which is entitled to confidentiality or use only for limited purposes.

2.2. Confidentiality and Return of Confidential Information and Company Property. During and after Employee’s employment with the Company, Employee (i) will hold in confidence and will not disclose or use any Confidential Information except as required and authorized in the scope of Employee’s employment with the Company; and (ii) will not exceed Employee’s Company-authorized access to any internal or external Company network. The restrictions on the use or disclosure of Confidential Information shall not apply to information that is or has become, prior to the use or disclosure, generally known by the public other than as the direct or indirect result of a breach of this Agreement by Employee, or to information that is required to be disclosed by law or judicial or administrative process. Employee must provide the Company with immediate, prior notice in writing (if permitted by law) identifying the terms and circumstances surrounding any required disclosure of Confidential Information so the Company may seek an appropriate order or other remedy.

Employee’s Initials:
WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

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Upon termination of Employee’s employment with the Company, and/or upon the Company’s request, Employee will: (i) deliver to the Company all of the Company’s property, electronic devices, equipment, and documents, together with all copies thereof, and any other material containing or disclosing Confidential Information, and (ii) certify in writing that Employee has fully complied with the foregoing obligation. Employee will not make or retain copies of Confidential Information in any form whatsoever (including, without limitation, information contained in computer memory or stored on electronic devices, including hard drives and removable storage media, and information in online or cloud storage or backup or restoration points). Employee will not delete or alter any information contained on any Company computer or other electronic device or equipment before returning the Company computer or other electronic device or equipment to the Company.

For the avoidance of doubt, notwithstanding any provisions in this Agreement or Company policy applicable to the unauthorized use or disclosure of Confidential Information, Employee is hereby notified that, pursuant to the Defend Trade Secrets Act as contained in 18 U.S.C. § 1833, Employee cannot be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law. Employee also may not be held so liable for such disclosures made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, individuals who file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order provided the Employee’s actions are consistent with 18 U.S.C. § 1833.

3. RESTRICTIVE COVENANTS AND FUTURE EMPLOYMENT.

3.1. Definitions.

3.1.1. “Business” means all clinical, technical, regulatory, compliance, quality, and ethical review products, technologies, processes, data applications, platforms, and databases designed for, developed for, used in, or marketed to the clinical research industry, including the management and service thereof.

3.1.2. “Competitor” means any person or entity that is currently engaged, preparing be engaged, or intending to engage in Business or any product, process, technology, machine, invention, or service that competes with, or is intended to compete with, any product, process, technology, machine, invention, or service the Company offers or is developing.

Employee’s Initials:
WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

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3.2. Non-Competition. During Employee’s employment within the Company and for a period of twenty-four (24) months following the termination of Employee’s employment with the Company, Employee shall not directly or indirectly (on Employee’s own or in combination or association with others, and whether for Employee’s own benefit or for the benefit of other persons or entities) perform, or assist others to perform, work for a Competitor in the same geographic area in which the Employee performed work for the Company, in the form of Business that Employee provided the Company (whether the Company engaged or was preparing to engage in such Business), and in any Business about which Employee learned Confidential Information during Employee’s employment with the Company. Employee agrees that the foregoing geographic and temporal scope is reasonable and appropriate based on the nature of the Company’s Business and Employee’s involvement therewith. This Agreement does not restrict or impede, in any way, and shall not be interpreted or understood as restricting or impeding, Employee from discussing the terms and conditions of the Employee’s employment or exercising protected rights that cannot be waived by agreement, including under the National Labor Relations Act.

3.3. Non-Solicitation of Customers. During Employee’s employment with the Company and for a period of twenty-four (24) months following the termination of Employee’s employment with the Company, Employee shall not directly or indirectly (on Employee’s own or in combination or association with others, and whether for Employee’s own benefit or for the benefit of other persons or entities) contact, call upon, solicit, or otherwise accept business from, render services to, market services or products to, divert business from, and/or interfere with the Company’s relationship or business with any of the Company’s existing or prospective customers that Employee interacted with on behalf of the Company, was introduced to by virtue of Employee’s employment with the Company, or otherwise learned Confidential Information concerning, during the last twenty-four (24) months of Employee’s employment with the Company.

3.4. Non-Solicitation of Employees, Consultants, and Contractors. During Employee’s employment within the Company and for a period of twenty-four (24) months following the termination of Employee’s employment with the Company, Employee shall not directly or indirectly (on Employee’s own or in combination or association with others, and whether for Employee’s own benefit or for the benefit of other persons or entities) call upon, solicit, or otherwise engage in activity that could result in the actual or potential termination of the Company’s relationship with any person or entity who is an employee, consultant, or independent contractor of the Company.

3.5. Notifications Regarding Future Employment. Employee will notify all potential future employers of the existence and provisions of this Agreement prior to Employee beginning employment with such future employer. In the event Employee voluntarily terminates employment with the Company, Employee will notify the Company in writing at least ten (10) calendar days before Employee’s anticipated last date of employment within the Company and of the commencement of employment with a new employer. During the twelve (12) month period of time following the termination of Employee’s

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employment from the Company, Employee also will provide the Company with ten (10) calendar days’ written notice prior to commencing employment with a new employer and/or in a new position. The Company may require, and the Employee agrees to provide, written assurances that contain sufficient detail to allow for an informed decision by the Company as to whether Employee’s new position of employment complies with Employee’s obligations under this Agreement. Employee consents to the Company’s notification of Employee’s new employer of the terms contained in this Agreement. Employee will also attend an exit interview during which Employee agrees to provide all information requested by the Company in order to comply with this Agreement.

3.6. Non-Disparagement. During and after the term of Employee’s employment with the Company, Employee shall not defame or disparage the Company, its officers, directors, employees, customers and business partners including, without limitation, through statements made by Employee or at Employee’s direction, with Employee’s knowledge or involvement, in Employee’s name, anonymously, under a pseudonym, or on Employee’s behalf.

4. BREACH OF THE AGREEMENT AND REMEDIES.

Employee acknowledges that the covenants contained in this Agreement are reasonable and necessary to protect the legitimate interests of the Company. Employee agrees and acknowledges that Employee’s breach of the covenants contained in this Agreement will cause irreparable harm to the Company and that damages arising out of a breach may be difficult to determine. Employee therefore agrees and acknowledges that, in addition to all other remedies provided at law and/or in equity, the Company shall be entitled to specific performance and temporary and/or permanent injunctive relief in a court of competent jurisdiction restraining the breach and/or further breach of this Agreement by Employee, Employee’s future employer(s), and/or others acting in concert with Employee, without the necessity of proving actual damages or posting a bond. Any period of restriction in this Agreement shall be extended in the event of a breach, and a court of competent jurisdiction shall have the power to enforce any period of restriction in this Agreement from the date of the last breach up to a maximum of thirty-six (36) months. In addition, if the Company prevails in any suit under this Agreement, in whole or in part, then Employee shall also be liable for the Company’s costs and attorney’s fees in connection with the lawsuit and any related legal proceedings. Should any covenant contained in this Agreement, inclusive of the alternative covenants in Paragraph 5.9, ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law, then a court of competent jurisdiction is expressly empowered to reform such covenant, and such covenant shall be reformed, to the maximum time, geographic, product or service, or other limitations permitted by applicable law. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions, and any such invalidity or unenforceability shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

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5. GENERAL PROVISIONS.

5.1. Survival and Third Party Beneficiaries. The Company may transfer, convey, or assign this Agreement and any rights or obligations, in whole or in part, to any existing or future affiliate, successor, or assign of the Company or to any third party, including in connection with a merger, sale of assets, sale of stock, or any other form of acquisition or transaction pertaining to all or part of the business of the Company, and Employee consents to such transfers, conveyances, or assignments. This Agreement shall inure to the benefit of and may be enforced by the Company and any existing or future affiliates, successors, and assigns, and shall be binding upon Employee, Employee’s executors, administrators, legatees, and other successors in interest. This Agreement is personal to Employee’s employment within the Company and may not be assigned by Employee for any reason. Employee further agrees that the existence or potential existence of any claim or cause of action of Employee against the Company of whatever nature shall not constitute a defense to the Company’s enforcement of Employee’s covenants and obligations in this Agreement.

5.2. Entire Agreement. No modification of or amendment to this Agreement will be effective unless in writing and signed by Employee and an authorized Company representative. Employee has not relied on any oral, written, or other representation by any Company representative concerning the subject matter of this Agreement that is not expressly stated herein and that the terms of this Agreement, including its incorporated Schedule, are fully stated herein. This Agreement applies to Employee’s current position within the Company and to any position which Employee may hold by promotion, transfer, or assignment, and any subsequent change in Employee’s role, responsibilities, salary, compensation, or benefits will not affect the validity, scope, or enforceability of this Agreement or the Company’s rights and remedies in the event of a breach of this Agreement. Any previous non-competition, non-solicitation, confidentiality, non- disclosure, and/or intellectual property agreements between Employee and the Company shall remain in effect to the extent applicable therein, provided that this Agreement shall govern in the event of a conflict of any term in any such agreement(s) and this Agreement. Should this Agreement be declared invalid, void, overbroad, or unenforceable, in whole or in part, for any reason, any previous agreement between Employee and the Company may be enforced in whole or in part.

5.3. At-Will Employment. Nothing contained in this Agreement shall be deemed to confer on Employee any rights with respect to the duration of Employee’s employment with the Company or to require advance notice by the Company prior to the termination of employment. Employee’s employment is terminable at will by either Employee or the Company, with or without cause, except that if Employee initiates the termination, there shall be, at the Company’s option, a period of up to ten (10) calendar days after Employee gives written notice of termination before the termination becomes effective, during which time Employee will provide such transitional services as the Company may request and the Company will continue Employee’s pay so long as Employee satisfactorily provides such services.

5.4. No Expectation of Privacy. Employee understands that the Company maintains an electronic mail system and other communications systems (including messaging services, phones, etc.) that Employee may use solely for the purpose of Company business and that the Company retains the right to review any and all communications and information stored in any electronic mail system or other communication system, with or without notice, at any time, including, but not limited to, with respect to enforcing or monitoring compliance with this Agreement.

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5.5. Compliance With Obligations to Prior Employers and Other Third Parties. Employee represents and warrants that, at the time of executing this Agreement, Employee is not subject to any prohibitions, restrictions, covenants, or commitments pursuant to any oral or written agreement that would either directly or indirectly interfere with Employee’s ability to enter into and comply with this Agreement or to perform any duties or responsibilities of Employee’s position with the Company. During Employee’s employment within the Company, Employee will not (i) improperly use or disclose any confidential information or trade secrets of any former employer or third party; or (ii) use any former employer or third party’s confidential information or property without such entity’s written consent while employed by the Company.

5.6. Waiver. Any waiver or failure to enforce a provision of this Agreement will not be deemed to waive any provision(s) of this Agreement in the future.

5.7. Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address set forth in the Company’s records, by hand delivery or mail service with proof of delivery (i.e. courier, certified or registered mail (return receipt requested), or express mail service). Notice will be effective upon delivery. Each party may change its address for receipt of notice by giving notice of such change to the other party.

5.8. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with laws of the State of Delaware, without regard to its principles of conflicts of law. Any suit, action, or other proceeding arising out of this Agreement shall be subject to the exclusive jurisdiction of the federal or state courts located in the city of Wilmington, Delaware. Employee expressly consents to the exclusive personal jurisdiction of the state and federal courts located in Wilmington, Delaware for any lawsuit filed against Employee by the Company or by Employee against the Company arising from or related to this Agreement. Should a court refuse to enforce the parties’ agreement for Delaware choice of law pursuant to this Paragraph, then alternative covenants and provisions of Paragraph 5.9 shall apply.

5.9. Alternative Covenants and Provisions For Employees in Certain States if Governing Law Provision is Not Enforced.

5.9.1. For a California Employee: The restrictions in Section 3.2 shall not apply. The restrictions in Section 3.4 shall be limited to a period of 12 months following Employee’s termination of employment with the Company, and during that time Employee agrees and covenants not to disrupt or interfere with the business of the Company by directly or indirectly soliciting, recruiting, attempting to recruit, or raiding the employees, consultants, or contractors of the Company of whom Employee became aware by working for the Company or otherwise inducing the termination of employment of any such individual; Employee also agrees and covenants not to use any of the Company’s trade secrets and/or

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Confidential Information to directly or indirectly solicit the employees, consultants, or contractors of the Company. The restrictions in Section 3.3 shall be limited to situations where Employee is aided in his or her conduct by the use or disclosure of the trade secrets (as defined by applicable law) of the Company. The choice of law and choice of venue provisions in Section 5.8 shall not apply. Pursuant to California Labor Code Section 2870, Section 1.2 will not apply to Company Work Product for which no equipment, supplies, facility, or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless: (a) the Company Work Product relates at the time of conception or reduction to practice to either: (i) the business of the Company, or (ii) the Company’s actual or demonstrably anticipated research or development; or (b) the Company Work Product results from any work performed by Employee for the Company.

5.9.2. For a Delaware, Kansas, or Minnesota Employee: Section 1.2 does not apply to Company Work Product for which no equipment, supplies, facility, or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless: (a) the Company Work Product relates at the time of conception or reduction to practice to either: (i) the business of the Company or (ii) the Company’s actual or demonstrably anticipated research or development; or (b) the Company Work Product results from any work performed by Employee for the Company.

5.9.3. For an Illinois Employee: The restrictions in Section 3.2 will not apply for so long as Employee is subject to Illinois law unless the Employee’s actual or expected annualized rate of earnings exceeds $75,0000 per year. This amount shall increase to $5,000 every five (5) years thought January 1, 2037, at which point the amount will be $90,000 per year thereafter. In addition, If Employee resides in Illinois and is subject to Illinois law, then the restrictions in Paragraph 3.3 and 3.4 will not apply for so long as Employee is subject to Illinois law unless the Employee’s actual or expected annualized rate of earnings exceeds $45,0000 per year. The restrictions in paragraphs 3.2 through 3.4 will not apply to an Employee for so long as Employee is subject to Illinois law and the Employees employment was terminated, furloughed, or laid-off related to business circumstances or governmental orders related to the COVID-19 pandemic or similar circumstances, unless, enforcement of the covenants include compensation equivalent to the employee’s base salary at the time of termination for the period of enforcement minus compensation earned through subsequent employment during the period of enforcement. This amount shall increase to $2,500 every five (5) years through January 1, 2037, at which point the amount will be $52,500 per year thereafter. For any Illinois Employee, if 765 ILCS 1060/1-3 applies, Section 1.2 does not apply to Company Work Product for which no equipment, supplies, facility, or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless: (a) the Company Work Product relates at the time of conception or reduction to practice to either: (i) the business of the Company or (ii) the Company’s actual or demonstrably anticipated research or development; or (b) the Company Work Product results from any work performed by Employee for the Company.

5.9.4. For a Massachusetts Employee:

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(a) Employee acknowledges that he/she may consult with an attorney prior to signing this Agreement. Employee acknowledges that if he/she is being initially hired by the Company, that Employee received a copy of this Agreement prior to receiving a formal offer of employment from the Company or at least ten (10) business days before commencement of Employee’s employment by the Company, whichever came first. If Employee was already employed by the Company at the time of signing this Agreement, that Employee was provided a copy hereof at least ten (10) business days before the effective date of this Agreement.

(b) The choice of venue provision in Section 5.8 shall not apply. Employee hereby expressly consents to the exclusive personal jurisdiction of the state or federal court located in the county where Employee resides or the business litigation session of the applicable superior court in Massachusetts for any dispute arising from or related to this Agreement.

(c) The Company will not be obligated to make any Garden Leave Payments and Section 3.2 will not apply if: (i) the Company chooses, in its sole discretion, to waive in writing the provisions of Section 3.2 at or before the time of Employee’s termination, (ii) Employee is terminated without cause or laid off as part of a reduction in force, or (iii) Employee is in breach of his or her obligations set forth in Section 3.2 as determined by the Company. Employee understands that for the limited purposes of the application of the non-competition clause in Section 3.2 of the Agreement, “cause” to terminate Employee’s employment exists if Employee has (i) committed, admitted committing, or plead guilty to a felony or crime involving moral turpitude, fraud, theft, misappropriation, or dishonesty, (ii) violated a material term of this Agreement or policy of the Company, (iii) engaged in insubordination, or failed or refused to perform assigned duties of Employee’s position (other than due to physical or mental illness) despite reasonable opportunity to perform, (iv) failed to exercise reasonable care and diligence in the exercise of Employee’s duties for the Company, or (iv) engaged in conduct or omissions that Employee knew, or should have known (with the exercise of reasonable care), would cause, or be likely to cause, harm to the Company or its reputation in the business community. If Employee breaches Section 3.2 of this Agreement, and also breaches Employee’s fiduciary duty to the Company and/or has unlawfully taken, physically or electronically, any Confidential Information, then the period specified in Section 3.2 shall be extended to a period of twenty- four (24) months from the termination of Employee’s employment.

(d) Section 3.2 shall not apply to Employee post-employment if Employee is: (i) classified as non-exempt under the Fair Labor Standards Act; (ii) 18 years or younger; or (iii) an undergraduate or graduate student in an internship or other short-term employment relationship while enrolled in college or graduate school.

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(e) If Section 3.2 remains effective after the termination of Employee’s employment, and the Company provides Garden Leave Payments, Employee shall receive on a pro-rata basis fifty (50) percent of Employee’s highest annualized base salary paid by the Company within the twenty-four (24) months preceding the termination of Employee’s employment with the Company (“Garden Leave Payments”). Garden Leave Payments, less all legally required and voluntarily authorized deductions, shall be paid consistent with how Employee was paid during his or her employment, for the duration of the twelve (12) month period of restriction under Section 3.2 so long as Employee is in compliance with his or her obligations thereunder. Under no circumstances will Garden Leave Payments be made beyond this twelve (12) month period if the duration of Section 3.2 is extended beyond twelve (12) months for breaching Employee’s fiduciary duty to the Company and/or for unlawfully taking, physically or electronically, property or Confidential Information belonging to the Company. If Employee breaches Section 3.2, in addition to seeking relief as set forth in Section 4, the Company may discontinue Garden Leave Payments.

5.9.5. For a New York Employee: The restriction in Section 3.3 is modified to exclude those customers who became a customer of the Company as a result of Employee’s independent contact and business development efforts with the customer prior to and independent from his/her employment with the Company.

5.9.6. For a Nevada employee: If Employee resides in Nevada and is subject to Nevada law, then the following applies to Employee for so long as Employee is subject to Nevada law: Paragraph 3 does not preclude Employee from providing services to any former client or customer of Employer if: (a) Employee did not solicit the former customer or client; (b) the customer or client voluntarily chose to leave and seek services from Employee; and (c) Employee is otherwise complying with the limitations in this Agreement as to time and scope of activity to be restrained. However, Paragraph 3.2 may not apply to an employee who is paid solely on an hourly wage basis, exclusive of any tips or gratuities.

5.9.7. For a North Carolina Employee: Employee’s non-disclosure obligation in Section 2.2 shall extend for a period of three (3) years after Employee’s termination as to Confidential Information that does not qualify for protection as a trade secret. Trade secret information shall be protected from disclosure as long as the information at issue continues to qualify as a trade secret; and (b) the applicable period of time shall be calculated by looking back two years from the date of enforcement and not from the date employment ends. In addition, Section 1.2 does not apply to Company Work Product for which no equipment, supplies, facility, or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless: (a) the Company Work Product relates at the time of conception or reduction to practice to either: (i) the business of the Company or (ii) the Company’s actual or demonstrably anticipated research or development; or (b) the Company Work Product results from any work performed by Employee for the Company.

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5.9.8. For an Oregon Employee: If Employee resides in Oregon and is subject to Oregon law, then the following applies to Employee for so long as Employee is subject to Oregon law: the restrictions in Paragraph 3 shall only apply if Employee: (a) is engaged in administrative, executive or professional work and performs predominantly intellectual, managerial, or creative tasks, exercises discretion and independent judgment and earns a salary or is otherwise exempt from Oregon’s minimum wage and overtime laws; (b) the Company has a “protectable interest” (meaning, access to trade secrets or competitively sensitive confidential business or professional information); and (c) the total amount of the Employee’s annual gross salary and commission, calculated on an annual basis, at the time of the Employee’s termination, exceeds $100,533, adjusted annually for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the United States Department of Labor immediately preceding the calendar year of the employee’s termination. However, if Employee does not meet requirements of either (a) or (c) (or both), the Company may, on a case-by-case basis, decide to make Paragraph 3 enforceable as to Employee (as allowed by Oregon law), but paying the Employee during the period of time the Employee is restrained from competing the greater of compensation equal to at least: (i) Fifty percent of the employee’s annual gross base salary and commissions at the time of the employee’s termination; or (ii) Fifty percent of $100,533, adjusted annually for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the United States Department of Labor immediately preceding the calendar year of the employee’s termination.

5.9.9. For a Washington Employee:

(a) Employee acknowledges that if Employee is a new employee, Employee has had advance notice of the terms of this Agreement prior to accepting the Company’s offer of employment.

(b) Section 3.2 will not apply to Employee after termination of employment with the Company if Employee’s annualized earnings from the Company did not exceed $100,000.00 per year (adjusted in accordance with Section 5 of Washington HP 1450).

(c) Section 3.2 will not apply to Employee during employment if Employee earns less than twice the Washington minimum hourly wage (subject to the common law duty of loyalty and Company policies).

(d) Employee also understands that the non-competition provision in Section 3.2 will not be enforced against Employee if Employee is terminated from employment without cause or if Employee is laid off unless the Company pays Employee during the 12-month non-competition period an amount equal to the Employee’s base

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salary at the time of termination minus any compensation earned by Employee during the 12-month non-competition period. Employee further understands that for the limited purposes of the application of the non-competition provision in Section 3.2 of the Agreement, “cause” to terminate Employee’s employment exists if Employee has: (i) committed, admitted committing, or plead guilty to a felony or crime involving moral turpitude, fraud, theft, misappropriation, or dishonesty, (ii) violated a material term of this Agreement or policy of the Company, (iii) engaged in insubordination, or failed or refused to perform assigned duties of Employee’s position despite reasonable opportunity to perform, (iv) failed to exercise reasonable care and diligence in the exercise of Employee’s duties for the Company, or (iv) engaged in conduct or omissions that Employee knew, or should have known (with the exercise of reasonable care), would cause, or be likely to cause, harm to the Company or its reputation in the business community.

(e) Section 1.2 does not apply to Company Work Product for which no equipment, supplies, facility, or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless: (a) the Company Work Product relates at the time of conception or reduction to practice to either: (i) the business of the Company or (ii) the Company’s actual or demonstrably anticipated research or development; or (b) the Company Work Product results from any work performed by Employee for the Company.

5.9.10. For a Virginia Employee: A low-wage Employee shall not be subject to the restrictions identified in Section 3.2. A low-wage Employee shall only be restricted from providing services prohibited by Section 3.3 if Employee initiated contact or solicited such services. “Low wage” employees include: (i) those whose average annual earnings are less than $62,608 (adjusted periodically by Va. Code Ann. § 65.2-500(B)); (ii) interns, students, apprentices, or trainees employed, with or without pay, at a trade or occupation in order to gain work or education experience; and (iii) independent contractors who are compensated at an hourly rate that is less than the median hourly wage for occupations as set by the U.S. Bureau of Labor Statistics. “Low wage” employees do not include employees who derive earnings, in whole or in predominant part, from sales commissions, incentives, or bonuses from the Company.

5.9.11. For a Wisconsin Employee: Employee’s nondisclosure obligation in Section 2.2 shall extend for a period of three (3) years after Employee’s termination as to Confidential Information that does not qualify for protection as a trade secret. Trade secret information shall be protected from disclosure as long as the information at issue continues to qualify as a trade secret. Section 3.4 is rewritten to read as follows: “While employed and for a period of one (1) year from the date of the termination of Employee’s employment with the Company, Employee will not participate in soliciting any Covered Employee of the Company that is in a Sensitive Position to leave the employment of the Company on behalf of (or for the benefit of) a Competing Business. As used in this paragraph, an employee is a ‘Covered Employee’ if the employee is someone with whom Employee worked, as to whom Employee had supervisory responsibilities, or regarding which Employee received Confidential Information during the last twenty-four (24) months of Employee’s employment with the Company. An employee in a ‘Sensitive Position’ refers to an employee of the Company who is in a management, supervisory, sales, research, and development, or similar role where the employee is provided Confidential Information or is involved in business dealings with the customers or clients of the Company.”

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5.9.12. For a Washington, DC Employee: Section 3.2 does not apply to any Employee entering this Agreement after the applicability and effective date for DC Code §§ 32-581.01 et seq. Pursuant to that law, no employer operating in the District of Columbia may request or require any employee working in the District of Columbia to agree to a non-compete policy or agreement, in accordance with the Ban on Non-Compete Agreements Amendment Act of 2020. Employee agrees that he/she has been provided the foregoing notice required by the Act within 90 days of the Act’s effective date, 7 days of hire by the Company, or 14 days after Employee’s request for such notice.

EMPLOYEE ACKNOWLEDGES HAVING RECEIVED AND READ A COPY OF THIS AGREEMENT. EMPLOYEE AGREES TO THE TERMS ABOVE AND ACKNOWLEDGES THAT EMPLOYEE INTENDS TO BE LEGALLY BOUND BY THIS AGREEMENT.

WCG Clinical, Inc.		Employee
By:	/s/ Lisa Calicchio	By:	/s/ Donald A. Deieso
Lisa Calicchio		Donald A. Donald
Chief Human Capital Management Officer 212 Carnegie Center, Suite 301
Princeton, NJ 08540
Date:July 23, 2021		Date:July 23, 2021

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SCHEDULE A

DISCLOSURE OF PRIOR WORK PRODUCT

I agree and acknowledge that the following is a complete list of: (a) all ideas, concepts, information, materials, data, programs, know-how, improvements, discoveries, research, developments, designs, data, reports, plans, systems, technologies, products, techniques, methods, and processes, whether or not patentable, and all confidential information and trade secrets, trademarks, service marks, trade dress, design marks, design rights, logos, domain names, handles, user names, trade names, mask work rights, patents, and other intellectual property rights, title, or interest (including, but not limited to, all related patent applications and all priority rights) recognized by the laws of any jurisdiction or country whether or not registered that Employee created or prepared prior to Employee’s employment with the Company; and (b) all copyrightable works (including writings, presentations, reports, computer programs, drawings, tables, graphs, images, and recordings) that Employee created or prepared prior to Employee’s employment with the Company (the “Prior Work Product”):

☒ None

☐See below:

Employee

By:	/s/ Donald A. Deieso
	Donald A. Deieso
Date:	July 23, 2021

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EX-10.7

Exhibit 10.7

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into effective as of July 23, 2021 (this “Agreement”), by and between WCG Clinical, Inc., a Delaware corporation (the “Company”) and Nicholas C. Slack, an individual (“Employee”).

WHEREAS, Employee entered into an Employment Agreement with an affiliate of the Company dated as of January 1, 2016 (the “Original Agreement”); and

WHEREAS, Employee and the Company desire to amend and restate the Original Agreement in its entirety pursuant to the terms of this Agreement to set forth the terms and conditions of Employee’s continued employment with the Company.

NOW, THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment.

(a) The Company or one of its affiliates hereby agrees to employ Employee, and Employee hereby accepts such employment, as the President and Chief Commercial Officer for the Company, with such duties and responsibilities as shall be set forth by the Chief Executive Officer of the Company (the “CEO”) or the Board of Directors of the Company, or any designee(s) thereof (collectively, the “Board”). To the extent necessary to meet the Company’s business goals, the CEO or the Board may modify Employee’s duties or assign new duties to Employee or modify Employee’s reporting relationships. Employee shall devote all of his business time, attention, and efforts to the performance of Employee’s duties hereunder. Notwithstanding the foregoing, Employee may provide services as a volunteer or director to charitable, educational or civic organizations; act as a member, director or officer of any industry trade association or group; and serve as a trustee, director or advisor to any family companies or trusts; provided that, in all cases, such services or acts shall not, in the reasonable judgment of the CEO or Board, interfere or be likely to interfere with Employee’s ability to discharge Employee’s duties and responsibilities to the Company. Employee shall faithfully adhere to, execute, and fulfill all lawful policies established by the Company.

(b) As consideration for the services performed by Employee, the Company shall pay Employee a base salary, at the annual rate of $450,000 (“Base Salary”), payable in installments at such times as the Company customarily pays its other executives (but in any event no less often than monthly). In addition to his Base Salary, Employee shall be eligible to receive an annual incentive bonus in an amount up to fifty percent (50%) of Employee’s Base Salary (the “Incentive Bonus”) in the sole discretion of the Board. The applicable criteria for achieving an Incentive Bonus shall be established by the Board, in its or their sole discretion. So long as Employee remains employed by the Company, the Company will provide benefits to Employee no less favorable than those benefits made available generally to similarly situated employees of the Company. The Company may withhold from any amounts payable under this Agreement such federal, state, and local taxes as may be required to be withheld pursuant to any applicable law or regulation. The Company agrees that Employee’s Base Salary and performance will be reviewed at least annually by the Board to determine if an increase in compensation is appropriate, which increase shall be in the sole discretion of the Board.

(c) Employee shall be entitled to paid time off annually in accordance with Company policies.

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(d) The Company or one of its affiliates agrees to reimburse Employee for all reasonable business travel and other out-of-pocket expenses incurred by Employee in the discharge of Employee’s duties hereunder, subject to the Company’s reimbursement policies in effect from time to time. In addition, the Company will reimburse Employee for dues necessary for him to renew and maintain membership in industry associations or organizations and to subscribe to industry publications, in each case subject to the prior written approval of the Company or the Board, in its or their sole discretion. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with the Company’s expense reporting policy, as may be in effect from time to time, as well as applicable federal and state record keeping requirements.

2. Termination.

(a) Employee’s employment with the Company is at-will, and Employee’s employment with the Company can be terminated by the Company for any reason, with or without cause. The foregoing notwithstanding, in consideration of the benefits conferred in this Section 2, Employee agrees to provide the Company with thirty (30) days’ written notice in advance of Employee’s voluntary resignation, including the identity of Employee’s prospective new employer, if any.

(b) Upon termination of this Agreement for any reason, Employee (or Employee’s estate or personal representative, as applicable) shall be entitled to receive (i) all of Employee’s accrued but unpaid Base Salary through the effective date of termination, whereafter no further Base Salary shall accrue, and (ii) reimbursement of any proper expenses in accordance with Section 1(d).

(c) In the event that the Company terminates Employee’s employment without Cause (as defined below) or Employee resigns for Good Reason (as defined below), Employee shall be entitled to receive the Severance Payment (as defined below); provided, however, that Employee’s receipt of the Severance Payment is expressly conditioned on Employee’s execution and non-revocation of a general release and waiver of any and all claims against the Company arising out of his employment or termination thereof in form and substance specified by and acceptable to the Company (the “Separation Release”). The Salary Portion (as defined below) of the Severance Payment will be paid to Employee as follows: a first payment, which will cover the first two months of Employee’s severance, will be paid to Employee in a lump sum cash payment on the sixtieth (60th) day following Employee’s separation date, provided that Employee has executed, submitted to the Company, and not revoked the Separation Release and the revocation period for the Separation Release has expired, and the remaining amount of the Salary Portion of the Severance Payment will be paid to Employee in accordance with the Company’s normal payroll practices following such sixtieth (60th) day for the remainder of the period in which the Severance Payment is payable. “Severance Payment” means twelve (12) months of Employee’s Base Salary at the rate in effect as of Employee’s separation date (the “Salary Portion”) and continued coverage by the Company of Employee, his spouse and eligible dependents on its medical plan, to the extent covered under such plan immediately prior to Employee’s termination date, for twelve (12) months, at the same premium rates that are charged to current employees receiving the same coverage; provided that (i) such continuation coverage shall cease to apply if Employee does not pay the applicable monthly premium or if Employee is eligible to receive other coverage from his new employer or pursuant to his spouse’s plan, (ii) the COBRA continuation period shall run currently with the severance period, so that, for such continuation coverage benefit to apply, Employee must elect COBRA continuation coverage at the time of his termination of employment, and (iii) in the event that the Company determines in its discretion that it is not practicable or possible to continue to provide such medical or dental benefits, the Company shall pay Employee for the cost of replacing such benefits on an after-tax basis.

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(d) “Cause” shall mean (i) conviction of Employee of any felony, or the conviction of Employee of a misdemeanor which involves moral turpitude, or the entry by Employee of a plea of guilty or nolo contendere with respect to any of the foregoing, (ii) the commission of any act or failure to act by Employee that involves moral turpitude, dishonesty, theft, destruction of property, fraud, embezzlement or unethical business conduct, or that otherwise causes material injury to the Company or any of its affiliates, whether financially or otherwise, (iii) any breach by Employee of any rule or policy of the Company or any of its affiliates, and the failure of Employee to cure such violation (to the extent such violation is capable of being cured) under this clause (iii) within twenty (20) days after receipt of written notice from the Company, (iv) any breach by Employee of the requirements of any other contract or agreement between the Company (or any of its affiliates) and such Employee, including this Agreement, and the failure of Employee to cure such breach (to the extent such breach is capable of being cured) under this clause, or (v) within ten (10) days after receipt of written notice from the Company, in each case, with respect to clauses (i) through (iv), as determined in good faith by the Board in the exercise of its reasonable business judgment. Additionally, and solely for these purposes, Employee’s dismissal by Company on account of death or disability will not be deemed a dismissal without Cause.

(e) Employee shall have the right to terminate his employment for Good Reason. For purpose of this Agreement, “Good Reason” shall be limited to the following (unless Employee and the Company shall execute a written agreement specifically stating that the occurrence of such event shall not constitute “Good Reason” under this Agreement): (i) a material reduction in Employee’s base salary, other than as part of a reduction plan affecting all of the Company’s leadership team that is instituted as a result of economic circumstances; (ii) a material breach by the Company of this Agreement, or (iii) a material diminution in the duties and authority of Employee. Notwithstanding the foregoing, a termination by Employee for Good Reason shall exist only if Employee provides written notice to the Company specifying in reasonable detail the events or conditions that give Good Reason and Employee provides such notice to the Company within ninety (90) days after such events or conditions first arise. Within thirty (30) days after notice has been received, the Company shall have the opportunity, but shall not have the obligation, to cure such events or conditions that give Good Reason. If the Company does not cure such events or conditions within the thirty (30) day period, Employee must voluntarily terminate his employment within thirty (30) days of the expiration of the cure period.

(f) In the event of the death of Employee during the term of Employee’s employment with the Company, this Agreement shall automatically terminate, and the Company shall have no further obligations hereunder except as provided in Section 2(e).

(g) Upon termination of this Agreement for any reason, Employee (or Employee’s estate or personal representative, as applicable) shall be entitled to receive (i) all of Employee’s accrued but unpaid Base Salary through the effective date of termination, whereafter no further Base Salary shall accrue, and (ii) reimbursement of any proper expenses in accordance with Section 1(d).

3. Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. Employee shall bear all expense of, and shall be solely responsible for, any and all taxes associated with the compensation and benefits provided under this Agreement.

4. Section 409A of the Code.

(a) General. Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), to the extent applicable, and shall be interpreted to avoid any penalty sanctions under Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted

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to comply with Section 409A and, if necessary, any such provision shall be deemed amended to comply with Section 409A and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement that are deferred compensation may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Employee, directly or indirectly, designate the calendar year of payment.

(b) Payment Delay. To the maximum extent permitted under Section 409A, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Employee during the six (6) month period following Employee’s last day of employment with the Company that does not qualify within this exception and constitutes deferred compensation subject to the requirements of Section 409A shall hereinafter be referred to as the “Excess Amount.” If at the time of Employee’s separation from service, the Company’s (or any entity required to be aggregated with the Company under Section 409A) stock is publicly-traded on an established securities market or otherwise and Employee is a “specified employee” (as defined in Section 409A and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Employee’s last day of employment with the Company (or any successor thereto) for six (6) months following Employee’s last day of employment with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Employee within thirty (30) days following the date that is six (6) months following Employee’s last day of employment with the Company (or any successor thereto) and any amounts payable after such six (6) month period shall be paid in accordance with its original schedule. If Employee dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of Section 409A, such Excess Amount shall be paid to the personal representative of Employee’s estate within sixty (60) days after Employee’s death.

(c) Reimbursements. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

5. Certain Representations and Warranties of Employee. Employee represents and warrants that Employee is entering into this Agreement voluntarily and that Employee’s employment hereunder and compliance with the terms and conditions of this Agreement will not conflict with, or result in a breach of, any agreement to which Employee is a party or by which Employee may be bound, or any legal duty that Employee owes or may owe to another.

6. Restrictive Covenants. As a material condition of the Company’s offer of employment to Employee, Employee is obligated to execute and adhere to the Company’s Employee Work Product, Confidentiality, Non-Competition, and Non-Solicitation Agreement, a copy of which is appended hereto as Exhibit A and the terms of which are hereby fully incorporated herein by reference.

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7. Notices. For the purposes of this Agreement, any notice or demand hereunder to or upon any party hereto required or permitted to be given or made shall be deemed to have been duly given or made for all purposes if (a) in writing and sent by (i) messenger or an overnight courier service, or (ii) certified or registered mail, postage paid, return receipt requested, or (b) sent by telefax, telex, an attachment to an electronic mail message in “pdf” or similar format, or similar electronic means, to such party at the following address:

In the case of Employee, to Employee at the last known address of Employee contained in the personnel records of the Company.

In the case of the Company, to it at:

WCG Clinical, Inc.

212 Carnegie Center, Suite 301

Princeton, NJ 08540

Attention: Chief Legal Officer

Emai: bshander@wcgclinical.com

or, in the case of either party, as applicable, to such other names or addresses as the Company or Employee, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

8. Severability; Assignment.

(a) If any portion of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such portion shall be deemed deleted as though it had never been included herein, but the remainder of this Agreement shall remain in full force and effect.

(b) This Agreement (i) shall not be assignable by Employee without the prior written consent of the Company except pursuant to the laws of descent and distribution and then only for purposes of enforcing Employee’s rights under Sections 2(e), 2(f) and 4 and (ii) shall be assignable by the Company only with the consent of Employee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that the Company may assign its rights and obligations under this Agreement without consent of Employee in the event that the Company shall effect a reorganization or consolidate or merge with, sell all or substantially all of its equity or assets to, or enter into any other transaction with, any other entity.

9. Cooperation With Regard to Litigation; Waiver of Trial By Jury.

(a) Employee agrees to cooperate with the Company during the term of this Agreement and thereafter (including following Employee’s termination of employment for any reason) by making himself or herself reasonably available to testify on behalf of the Company or its affiliates, in any action, suit or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company or any of its affiliates in any such action, suit, or proceeding by providing information and meeting and consulting with its counsel and representatives. Employee shall be fully reimbursed for any out-of-pocket expenses reasonably incurred by Employee in the course of such cooperation.

(b) Each of the parties to this Agreement irrevocably and unconditionally waives the right to a trial by jury in any action, suit or proceeding arising out of, connected with or relating to this Agreement, the matters contemplated hereby, or the actions of the parties in the negotiation, administration, performance or enforcement of this Agreement.

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10. No Debarment. Employee represents, warrants and covenants that he (i) has not been convicted of a crime within the past ten (10) years; (b) is not currently, nor has ever been, debarred, excluded, suspended, and/or declared ineligible by the U.S. Department of Health and Human Services, U.S. Food and Drug Administration, or any other state or federal agency from receiving federal or state money or contracts; and (iii) is not subject to, nor is there any U.S. Department of Health and Human Services, U.S. Food and Drug Administration, or any other state or federal agency action or investigation relating to debarment, exclusion, suspension, and/or a declaration of ineligibility from receiving federal or state money or contracts currently pending or threatened against Employee. Employee covenants to immediately report to the Company any change in status with respect to the foregoing statements that arise during employment.

11. No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

12. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with, the laws of the State of New Jersey without regard to conflict or choice of law provisions or rules that would defer to the substantive laws of another jurisdiction. Any suit or proceeding arising from the subject matter of this Agreement shall only be brought in the state or federal courts located in Mercer County in the State of New Jersey. The Parties agree that such venue is appropriate and Employee waives any and all rights to contest the exclusive personal jurisdiction and venue of such courts.

13. Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the Company, its successors and permitted assigns. This Agreement shall also inure to the benefit of and be binding upon Employee, Employee’s executors, administrators and heirs.

14. No Third Party Beneficiaries. Nothing contained in this Agreement, whether express or implied, is intended, or shall be deemed, to create or confer any right, interest or remedy for the benefit of any person other than as otherwise provided in this Agreement.

15. Insurance and Indemnity. The Company shall, to the fullest extent permitted by applicable law and solely in accordance with the terms of the Company’s bylaws as in effect at any time, indemnify Employee for any liabilities by reason of the fact that such person is or was a director or officer of the Company. The Company shall also provide Employee with any coverage under any directors and officers liability insurance policy which is at any time maintained for the benefit of the Company’s directors and officers.

16. Entire Agreement. This Agreement and any Separation Release executed pursuant to Section 2(b) of this Agreement supersede all prior employment or other agreements, negotiations or understandings of any kind with respect to the subject matter hereof and contain the entire understanding between the parties hereto with respect to the subject matter hereof, including without limitation that previous employment agreement between Employee and the Company dated as of July 27, 2012 and the Original Agreement. Any representation, premise or condition, whether written or oral, not specifically incorporated herein, shall have no binding effect upon the parties.

17. Headings. The headings contained in this Agreement are included for convenience and reference purposes only and shall be given no effect in the construction or interpretation of this Agreement.

18. Amendments. No modification, termination or waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the same is sought to be enforced.

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19. Survival. To the extent consistent with their terms, the covenants in Sections 2, 3, 6, 7, 9, 10, 11, 12 and 13 hereof shall survive the termination or expiration of this Agreement and the termination of Employee’s employment hereunder.

20. Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

WCG Clinical, Inc.
By:	/s/ Lisa Calicchio
Name:	Lisa Calicchio
Title:	Chief Human Capital Management Officer
By:	/s/ Nicholas C. Slack
Name:	Nicholas C. Slack

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Exhibit A

Restrictive Covenant Agreement

See Attached

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(WCG Standard)

EMPLOYEE CONFIDENTIALITY, WORK PRODUCT,

NON-COMPETITION, AND NON-SOLICITATION AGREEMENT

This Employee Work Product, Confidentiality, Non-Competition, and Non-Solicitation Agreement (the “Agreement”) is made and entered by and between Nicholas C. Slack (the “Employee”) and WCG Clinical, Inc., on behalf of itself, its parents, affiliates, subsidiaries, divisions, related companies or entities, and its and their respective members, predecessors, successors, and assigns (collectively, the “Company”).

The Company is engaged in the highly competitive clinical research industry and offers leading regulatory, technical, compliance, quality, and ethical review services and processes. Employee’s role with the Company involves a position of trust and confidence in which Employee will have access to Confidential Information (defined in Section 2.1 below), and Employee’s activities will directly or indirectly support the Company’s business, research and development efforts, business and customer relationships, reputation, and goodwill, all of which are the result of significant investments and are valuable interests, and which, if used or diverted to benefit a competitor, would cause irreparable harm. To protect these interests and investments and for good and valuable consideration, including, without limitation, Employee’s at-will employment or any changes to that employment (including position or compensation changes), access to professional advancement potential, including specialized training and enhanced compensation opportunities, access to Confidential Information, and opportunity to develop, maintain, or enhance business and customer relationships, Employee agrees to the following:

1. DISCLOSURE AND ASSIGNMENT OF WORK PRODUCT.

1.1. Disclosure of Company Work Product. Employee will disclose promptly in writing to the Company all Company Work Product. “Company Work Product” means: (a) all ideas, concepts, information, materials, programs, know-how, improvements, discoveries, research, developments, designs, data, reports, plans, systems, technologies, products, techniques, methods, and processes, whether or not patentable, and all Confidential Information, trademarks, service marks, trade dress, design marks, design rights, logos, domain names, handles, user names, trade names, mask work rights, patents, and other intellectual property rights, title, or interest (including, but not limited to, all related patent applications and all priority rights) recognized by the laws of any jurisdiction or country whether or not registered, which were: (i) conceived, created and/or reduced to practice by Employee, either solely or jointly with others, during Employee’s employment with the Company (whether or not during Employee’s hours of work, and whether or not with the use the Company’s facilities, materials, or personnel) and for a period of twelve (12) months following the termination of Employee’s employment from the Company, and (ii) related to the actual or anticipated business or activities of the Company, and/or suggested by or resulting from any task assigned by or to Employee or work performed by Employee for, or on behalf of, the Company; and (b) all copyrightable works (including, without limitation, writings, presentations, reports, programs, drawings, tables, graphs, images, and recordings) Employee creates or prepares during and within the scope of Employee’s employment within the Company or relating to work performed for the Company, whether or not created or prepared during Employee’s hours of work or with the use of the Company’s facilities, materials, or personnel, and regardless of whether the Company specifically requested the preparation of such work.

Employee’s Initials: _________

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

1.2. Ownership of Company Work Product. All Company Work Product is the sole and exclusive property of the Company and considered work made for hire, and the Company will retain worldwide rights thereto. To the extent that any Company Work Product is not considered work made for hire, Employee agrees to assign and hereby assigns all rights, title, and interests in Company Work Product to the Company. Employee agrees that all Prior Work Product made or acquired by Employee prior to employment with the Company has been identified on a fully executed copy of Schedule A. Employee also agrees not to assert rights to any Company Work Product that has not been identified as Prior Work Product on Schedule A. During the period of Employee’s employment and thereafter, Employee and Employee’s assigns, executors, administrators, and representatives will execute any applications, assignments, or other instruments that the Company considers necessary to apply for, obtain, transfer, or maintain a patent, trademark or copyright registration, or other proprietary or intellectual property rights to protect the interests of the Company with respect to Company Work Product. Employee will not incorporate, or permit to be incorporated, any Prior Work Product into any Company process, procedure, technique, equipment, property, or Company Work Product without the Company’s prior written consent.

2. CONFIDENTIAL INFORMATION AND COMPANY PROPERTY.

2.1. Confidential Information. “Confidential Information” means all information relating to the Company and/or its operations that is not generally available to the public, including, without limitation, information related to the Company’s business and operating plans or strategies, trade secrets, potential or pending acquisitions, financial information, market analyses, personnel, contractors, vendors or service providers, compensation received or provided, know-how, customer and supplier lists and relationships, product plans, research and development activities, inventions, processes, methodologies, techniques, specifications, algorithms, formulas, technologies, hardware configurations, software and software development, engineering, testing, Company Work Product, all non-public proprietary, confidential, or trade secret information in oral, written, electronic, or other form, and any non-public information the Company has received or will receive from third parties which is entitled to confidentiality or use only for limited purposes.

2.2. Confidentiality and Return of Confidential Information and Company Property. During and after Employee’s employment with the Company, Employee (i) will hold in confidence and will not disclose or use any Confidential Information except as required and authorized in the scope of Employee’s employment with the Company; and (ii) will not exceed Employee’s Company-authorized access to any internal or external Company network. The restrictions on the use or disclosure of Confidential Information shall not apply to information that is or has become, prior to the use or disclosure, generally known by the public other than as the direct or indirect result of a breach of this Agreement by Employee, or to information that is required to be disclosed by law or judicial or administrative process. Employee must provide the Company with immediate, prior notice in writing (if permitted by law) identifying the terms and circumstances surrounding any required disclosure of Confidential Information so the Company may seek an appropriate order or other remedy.

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Employee’s Initials: _________

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

Upon termination of Employee’s employment with the Company, and/or upon the Company’s request, Employee will: (i) deliver to the Company all of the Company’s property, electronic devices, equipment, and documents, together with all copies thereof, and any other material containing or disclosing Confidential Information, and (ii) certify in writing that Employee has fully complied with the foregoing obligation. Employee will not make or retain copies of Confidential Information in any form whatsoever (including, without limitation, information contained in computer memory or stored on electronic devices, including hard drives and removable storage media, and information in online or cloud storage or backup or restoration points). Employee will not delete or alter any information contained on any Company computer or other electronic device or equipment before returning the Company computer or other electronic device or equipment to the Company.

For the avoidance of doubt, notwithstanding any provisions in this Agreement or Company policy applicable to the unauthorized use or disclosure of Confidential Information, Employee is hereby notified that, pursuant to the Defend Trade Secrets Act as contained in 18 U.S.C. § 1833, Employee cannot be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law. Employee also may not be held so liable for such disclosures made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, individuals who file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order provided the Employee’s actions are consistent with 18 U.S.C. § 1833.

3. RESTRICTIVE COVENANTS AND FUTURE EMPLOYMENT.

3.1. Definitions.

3.1.1. “Business” means all clinical, technical, regulatory, compliance, quality, and ethical review products, technologies, processes, data applications, platforms, and databases designed for, developed for, used in, or marketed to the clinical research industry, including the management and service thereof.

3.1.2. “Competitor” means any person or entity that is currently engaged, preparing be engaged, or intending to engage in Business or any product, process, technology, machine, invention, or service that competes with, or is intended to compete with, any product, process, technology, machine, invention, or service the Company offers or is developing.

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Employee’s Initials: _________

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

3.2. Non-Competition. During Employee’s employment within the Company and for a period of twenty-four (24) months following the termination of Employee’s employment with the Company, Employee shall not directly or indirectly (on Employee’s own or in combination or association with others, and whether for Employee’s own benefit or for the benefit of other persons or entities) perform, or assist others to perform, work for a Competitor in the same geographic area in which the Employee performed work for the Company, in the form of Business that Employee provided the Company (whether the Company engaged or was preparing to engage in such Business), and in any Business about which Employee learned Confidential Information during Employee’s employment with the Company. Employee agrees that the foregoing geographic and temporal scope is reasonable and appropriate based on the nature of the Company’s Business and Employee’s involvement therewith. This Agreement does not restrict or impede, in any way, and shall not be interpreted or understood as restricting or impeding, Employee from discussing the terms and conditions of the Employee’s employment or exercising protected rights that cannot be waived by agreement, including under the National Labor Relations Act.

3.3. Non-Solicitation of Customers. During Employee’s employment with the Company and for a period of twenty-four (24) months following the termination of Employee’s employment with the Company, Employee shall not directly or indirectly (on Employee’s own or in combination or association with others, and whether for Employee’s own benefit or for the benefit of other persons or entities) contact, call upon, solicit, or otherwise accept business from, render services to, market services or products to, divert business from, and/or interfere with the Company’s relationship or business with any of the Company’s existing or prospective customers that Employee interacted with on behalf of the Company, was introduced to by virtue of Employee’s employment with the Company, or otherwise learned Confidential Information concerning, during the last twenty-four (24) months of Employee’s employment with the Company.

3.4. Non-Solicitation of Employees, Consultants, and Contractors. During Employee’s employment within the Company and for a period of twenty-four (24) months following the termination of Employee’s employment with the Company, Employee shall not directly or indirectly (on Employee’s own or in combination or association with others, and whether for Employee’s own benefit or for the benefit of other persons or entities) call upon, solicit, or otherwise engage in activity that could result in the actual or potential termination of the Company’s relationship with any person or entity who is an employee, consultant, or independent contractor of the Company.

3.5. Notifications Regarding Future Employment. Employee will notify all potential future employers of the existence and provisions of this Agreement prior to Employee beginning employment with such future employer. In the event Employee voluntarily terminates employment with the Company, Employee will notify the Company in writing at least ten (10) calendar days before Employee’s anticipated last date of employment within the Company and of the commencement of employment with a new employer. During the twelve (12) month period of time following the termination of Employee’s

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Employee’s Initials: _________

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

employment from the Company, Employee also will provide the Company with ten (10) calendar days’ written notice prior to commencing employment with a new employer and/or in a new position. The Company may require, and the Employee agrees to provide, written assurances that contain sufficient detail to allow for an informed decision by the Company as to whether Employee’s new position of employment complies with Employee’s obligations under this Agreement. Employee consents to the Company’s notification of Employee’s new employer of the terms contained in this Agreement. Employee will also attend an exit interview during which Employee agrees to provide all information requested by the Company in order to comply with this Agreement.

3.6. Non-Disparagement. During and after the term of Employee’s employment with the Company, Employee shall not defame or disparage the Company, its officers, directors, employees, customers and business partners including, without limitation, through statements made by Employee or at Employee’s direction, with Employee’s knowledge or involvement, in Employee’s name, anonymously, under a pseudonym, or on Employee’s behalf.

4. BREACH OF THE AGREEMENT AND REMEDIES.

Employee acknowledges that the covenants contained in this Agreement are reasonable and necessary to protect the legitimate interests of the Company. Employee agrees and acknowledges that Employee’s breach of the covenants contained in this Agreement will cause irreparable harm to the Company and that damages arising out of a breach may be difficult to determine. Employee therefore agrees and acknowledges that, in addition to all other remedies provided at law and/or in equity, the Company shall be entitled to specific performance and temporary and/or permanent injunctive relief in a court of competent jurisdiction restraining the breach and/or further breach of this Agreement by Employee, Employee’s future employer(s), and/or others acting in concert with Employee, without the necessity of proving actual damages or posting a bond. Any period of restriction in this Agreement shall be extended in the event of a breach, and a court of competent jurisdiction shall have the power to enforce any period of restriction in this Agreement from the date of the last breach up to a maximum of thirty-six (36) months. In addition, if the Company prevails in any suit under this Agreement, in whole or in part, then Employee shall also be liable for the Company’s costs and attorney’s fees in connection with the lawsuit and any related legal proceedings. Should any covenant contained in this Agreement, inclusive of the alternative covenants in Paragraph 5.9, ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law, then a court of competent jurisdiction is expressly empowered to reform such covenant, and such covenant shall be reformed, to the maximum time, geographic, product or service, or other limitations permitted by applicable law. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions, and any such invalidity or unenforceability shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

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Employee’s Initials: _________

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

5. GENERAL PROVISIONS.

5.1. Survival and Third Party Beneficiaries. The Company may transfer, convey, or assign this Agreement and any rights or obligations, in whole or in part, to any existing or future affiliate, successor, or assign of the Company or to any third party, including in connection with a merger, sale of assets, sale of stock, or any other form of acquisition or transaction pertaining to all or part of the business of the Company, and Employee consents to such transfers, conveyances, or assignments. This Agreement shall inure to the benefit of and may be enforced by the Company and any existing or future affiliates, successors, and assigns, and shall be binding upon Employee, Employee’s executors, administrators, legatees, and other successors in interest. This Agreement is personal to Employee’s employment within the Company and may not be assigned by Employee for any reason. Employee further agrees that the existence or potential existence of any claim or cause of action of Employee against the Company of whatever nature shall not constitute a defense to the Company’s enforcement of Employee’s covenants and obligations in this Agreement.

5.2. Entire Agreement. No modification of or amendment to this Agreement will be effective unless in writing and signed by Employee and an authorized Company representative. Employee has not relied on any oral, written, or other representation by any Company representative concerning the subject matter of this Agreement that is not expressly stated herein and that the terms of this Agreement, including its incorporated Schedule, are fully stated herein. This Agreement applies to Employee’s current position within the Company and to any position which Employee may hold by promotion, transfer, or assignment, and any subsequent change in Employee’s role, responsibilities, salary, compensation, or benefits will not affect the validity, scope, or enforceability of this Agreement or the Company’s rights and remedies in the event of a breach of this Agreement. Any previous non-competition, non-solicitation, confidentiality, non-disclosure, and/or intellectual property agreements between Employee and the Company shall remain in effect to the extent applicable therein, provided that this Agreement shall govern in the event of a conflict of any term in any such agreement(s) and this Agreement. Should this Agreement be declared invalid, void, overbroad, or unenforceable, in whole or in part, for any reason, any previous agreement between Employee and the Company may be enforced in whole or in part.

5.3. At-Will Employment. Nothing contained in this Agreement shall be deemed to confer on Employee any rights with respect to the duration of Employee’s employment with the Company or to require advance notice by the Company prior to the termination of employment. Employee’s employment is terminable at will by either Employee or the Company, with or without cause, except that if Employee initiates the termination, there shall be, at the Company’s option, a period of up to ten (10) calendar days after Employee gives written notice of termination before the termination becomes effective, during which time Employee will provide such transitional services as the Company may request and the Company will continue Employee’s pay so long as Employee satisfactorily provides such services.

5.4. No Expectation of Privacy. Employee understands that the Company maintains an electronic mail system and other communications systems (including messaging services, phones, etc.) that Employee may use solely for the purpose of Company business and that the Company retains the right to review any and all communications and information stored in any electronic mail system or other communication system, with or without notice, at any time, including, but not limited to, with respect to enforcing or monitoring compliance with this Agreement.

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Employee’s Initials: _________

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

5.5. Compliance With Obligations to Prior Employers and Other Third Parties. Employee represents and warrants that, at the time of executing this Agreement, Employee is not subject to any prohibitions, restrictions, covenants, or commitments pursuant to any oral or written agreement that would either directly or indirectly interfere with Employee’s ability to enter into and comply with this Agreement or to perform any duties or responsibilities of Employee’s position with the Company. During Employee’s employment within the Company, Employee will not (i) improperly use or disclose any confidential information or trade secrets of any former employer or third party; or (ii) use any former employer or third party’s confidential information or property without such entity’s written consent while employed by the Company.

5.6. Waiver. Any waiver or failure to enforce a provision of this Agreement will not be deemed to waive any provision(s) of this Agreement in the future.

5.7. Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address set forth in the Company’s records, by hand delivery or mail service with proof of delivery (i.e. courier, certified or registered mail (return receipt requested), or express mail service). Notice will be effective upon delivery. Each party may change its address for receipt of notice by giving notice of such change to the other party.

5.8. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with laws of the State of Delaware, without regard to its principles of conflicts of law. Any suit, action, or other proceeding arising out of this Agreement shall be subject to the exclusive jurisdiction of the federal or state courts located in the city of Wilmington, Delaware. Employee expressly consents to the exclusive personal jurisdiction of the state and federal courts located in Wilmington, Delaware for any lawsuit filed against Employee by the Company or by Employee against the Company arising from or related to this Agreement. Should a court refuse to enforce the parties’ agreement for Delaware choice of law pursuant to this Paragraph, then alternative covenants and provisions of Paragraph 5.9 shall apply.

5.9. Alternative Covenants and Provisions For Employees in Certain States if Governing Law Provision is Not Enforced.

5.9.1. For a California Employee: The restrictions in Section 3.2 shall not apply. The restrictions in Section 3.4 shall be limited to a period of 12 months following Employee’s termination of employment with the Company, and during that time Employee agrees and covenants not to disrupt or interfere with the business of the Company by directly or indirectly soliciting, recruiting, attempting to recruit, or raiding the employees, consultants, or contractors of the Company of whom Employee became aware by working for the Company or otherwise inducing the termination of employment of any such individual; Employee also agrees and covenants not to use any of the Company’s trade secrets and/or

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Employee’s Initials: _________

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

Confidential Information to directly or indirectly solicit the employees, consultants, or contractors of the Company. The restrictions in Section 3.3 shall be limited to situations where Employee is aided in his or her conduct by the use or disclosure of the trade secrets (as defined by applicable law) of the Company. The choice of law and choice of venue provisions in Section 5.8 shall not apply. Pursuant to California Labor Code Section 2870, Section 1.2 will not apply to Company Work Product for which no equipment, supplies, facility, or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless: (a) the Company Work Product relates at the time of conception or reduction to practice to either: (i) the business of the Company, or (ii) the Company’s actual or demonstrably anticipated research or development; or (b) the Company Work Product results from any work performed by Employee for the Company.

5.9.2. For a Delaware, Kansas, or Minnesota Employee: Section 1.2 does not apply to Company Work Product for which no equipment, supplies, facility, or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless: (a) the Company Work Product relates at the time of conception or reduction to practice to either: (i) the business of the Company or (ii) the Company’s actual or demonstrably anticipated research or development; or (b) the Company Work Product results from any work performed by Employee for the Company.

5.9.3. For an Illinois Employee: The restrictions in Section 3.2 will not apply for so long as Employee is subject to Illinois law unless the Employee’s actual or expected annualized rate of earnings exceeds $75,0000 per year. This amount shall increase to $5,000 every five (5) years thought January 1, 2037, at which point the amount will be $90,000 per year thereafter. In addition, If Employee resides in Illinois and is subject to Illinois law, then the restrictions in Paragraph 3.3 and 3.4 will not apply for so long as Employee is subject to Illinois law unless the Employee’s actual or expected annualized rate of earnings exceeds $45,0000 per year. The restrictions in paragraphs 3.2 through 3.4 will not apply to an Employee for so long as Employee is subject to Illinois law and the Employees employment was terminated, furloughed, or laid-off related to business circumstances or governmental orders related to the COVID-19 pandemic or similar circumstances, unless, enforcement of the covenants include compensation equivalent to the employee’s base salary at the time of termination for the period of enforcement minus compensation earned through subsequent employment during the period of enforcement. This amount shall increase to $2,500 every five (5) years through January 1, 2037, at which point the amount will be $52,500 per year thereafter. For any Illinois Employee, if 765 ILCS 1060/1-3 applies, Section 1.2 does not apply to Company Work Product for which no equipment, supplies, facility, or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless: (a) the Company Work Product relates at the time of conception or reduction to practice to either: (i) the business of the Company or (ii) the Company’s actual or demonstrably anticipated research or development; or (b) the Company Work Product results from any work performed by Employee for the Company.

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Employee’s Initials: _________

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

5.9.4. For a Massachusetts Employee:

(a) Employee acknowledges that he/she may consult with an attorney prior to signing this Agreement. Employee acknowledges that if he/she is being initially hired by the Company, that Employee received a copy of this Agreement prior to receiving a formal offer of employment from the Company or at least ten (10) business days before commencement of Employee’s employment by the Company, whichever came first. If Employee was already employed by the Company at the time of signing this Agreement, that Employee was provided a copy hereof at least ten (10) business days before the effective date of this Agreement.

(b) The choice of venue provision in Section 5.8 shall not apply. Employee hereby expressly consents to the exclusive personal jurisdiction of the state or federal court located in the county where Employee resides or the business litigation session of the applicable superior court in Massachusetts for any dispute arising from or related to this Agreement.

(c) The Company will not be obligated to make any Garden Leave Payments and Section 3.2 will not apply if: (i) the Company chooses, in its sole discretion, to waive in writing the provisions of Section 3.2 at or before the time of Employee’s termination, (ii) Employee is terminated without cause or laid off as part of a reduction in force, or (iii) Employee is in breach of his or her obligations set forth in Section 3.2 as determined by the Company. Employee understands that for the limited purposes of the application of the non-competition clause in Section 3.2 of the Agreement, “cause” to terminate Employee’s employment exists if Employee has (i) committed, admitted committing, or plead guilty to a felony or crime involving moral turpitude, fraud, theft, misappropriation, or dishonesty, (ii) violated a material term of this Agreement or policy of the Company, (iii) engaged in insubordination, or failed or refused to perform assigned duties of Employee’s position (other than due to physical or mental illness) despite reasonable opportunity to perform, (iv) failed to exercise reasonable care and diligence in the exercise of Employee’s duties for the Company, or (iv) engaged in conduct or omissions that Employee knew, or should have known (with the exercise of reasonable care), would cause, or be likely to cause, harm to the Company or its reputation in the business community. If Employee breaches Section 3.2 of this Agreement, and also breaches Employee’s fiduciary duty to the Company and/or has unlawfully taken, physically or electronically, any Confidential Information, then the period specified in Section 3.2 shall be extended to a period of twenty-four (24) months from the termination of Employee’s employment.

(d) Section 3.2 shall not apply to Employee post-employment if Employee is: (i) classified as non-exempt under the Fair Labor Standards Act; (ii) 18 years or younger; or (iii) an undergraduate or graduate student in an internship or other short-term employment relationship while enrolled in college or graduate school.

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Employee’s Initials: _________

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

(e) If Section 3.2 remains effective after the termination of Employee’s employment, and the Company provides Garden Leave Payments, Employee shall receive on a pro-rata basis fifty (50) percent of Employee’s highest annualized base salary paid by the Company within the twenty-four (24) months preceding the termination of Employee’s employment with the Company (“Garden Leave Payments”). Garden Leave Payments, less all legally required and voluntarily authorized deductions, shall be paid consistent with how Employee was paid during his or her employment, for the duration of the twelve (12) month period of restriction under Section 3.2 so long as Employee is in compliance with his or her obligations thereunder. Under no circumstances will Garden Leave Payments be made beyond this twelve (12) month period if the duration of Section 3.2 is extended beyond twelve (12) months for breaching Employee’s fiduciary duty to the Company and/or for unlawfully taking, physically or electronically, property or Confidential Information belonging to the Company. If Employee breaches Section 3.2, in addition to seeking relief as set forth in Section 4, the Company may discontinue Garden Leave Payments.

5.9.5. For a New York Employee: The restriction in Section 3.3 is modified to exclude those customers who became a customer of the Company as a result of Employee’s independent contact and business development efforts with the customer prior to and independent from his/her employment with the Company.

5.9.6. For a Nevada employee: If Employee resides in Nevada and is subject to Nevada law, then the following applies to Employee for so long as Employee is subject to Nevada law: Paragraph 3 does not preclude Employee from providing services to any former client or customer of Employer if: (a) Employee did not solicit the former customer or client; (b) the customer or client voluntarily chose to leave and seek services from Employee; and (c) Employee is otherwise complying with the limitations in this Agreement as to time and scope of activity to be restrained. However, Paragraph 3.2 may not apply to an employee who is paid solely on an hourly wage basis, exclusive of any tips or gratuities.

5.9.7. For a North Carolina Employee: Employee’s non-disclosure obligation in Section 2.2 shall extend for a period of three (3) years after Employee’s termination as to Confidential Information that does not qualify for protection as a trade secret. Trade secret information shall be protected from disclosure as long as the information at issue continues to qualify as a trade secret; and (b) the applicable period of time shall be calculated by looking back two years from the date of enforcement and not from the date employment ends. In addition, Section 1.2 does not apply to Company Work Product for which no equipment, supplies, facility, or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless: (a) the Company Work Product relates at the time of conception or reduction to practice to either: (i) the business of the Company or (ii) the Company’s actual or demonstrably anticipated research or development; or (b) the Company Work Product results from any work performed by Employee for the Company.

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Employee’s Initials: _________

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

5.9.8. For an Oregon Employee: If Employee resides in Oregon and is subject to Oregon law, then the following applies to Employee for so long as Employee is subject to Oregon law: the restrictions in Paragraph 3 shall only apply if Employee: (a) is engaged in administrative, executive or professional work and performs predominantly intellectual, managerial, or creative tasks, exercises discretion and independent judgment and earns a salary or is otherwise exempt from Oregon’s minimum wage and overtime laws; (b) the Company has a “protectable interest” (meaning, access to trade secrets or competitively sensitive confidential business or professional information); and (c) the total amount of the Employee’s annual gross salary and commission, calculated on an annual basis, at the time of the Employee’s termination, exceeds $100,533, adjusted annually for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the United States Department of Labor immediately preceding the calendar year of the employee’s termination. However, if Employee does not meet requirements of either (a) or (c) (or both), the Company may, on a case-by-case basis, decide to make Paragraph 3 enforceable as to Employee (as allowed by Oregon law), but paying the Employee during the period of time the Employee is restrained from competing the greater of compensation equal to at least: (i) Fifty percent of the employee’s annual gross base salary and commissions at the time of the employee’s termination; or (ii) Fifty percent of $100,533, adjusted annually for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the United States Department of Labor immediately preceding the calendar year of the employee’s termination.

5.9.9. For a Washington Employee:

(a) Employee acknowledges that if Employee is a new employee, Employee has had advance notice of the terms of this Agreement prior to accepting the Company’s offer of employment.

(b) Section 3.2 will not apply to Employee after termination of employment with the Company if Employee’s annualized earnings from the Company did not exceed $100,000.00 per year (adjusted in accordance with Section 5 of Washington HP 1450).

(c) Section 3.2 will not apply to Employee during employment if Employee earns less than twice the Washington minimum hourly wage (subject to the common law duty of loyalty and Company policies).

(d) Employee also understands that the non-competition provision in Section 3.2 will not be enforced against Employee if Employee is terminated from employment without cause or if Employee is laid off unless the Company pays Employee during the 12-month non-competition period an amount equal to the Employee’s base

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Employee’s Initials: _________

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

salary at the time of termination minus any compensation earned by Employee during the 12-month non-competition period. Employee further understands that for the limited purposes of the application of the non-competition provision in Section 3.2 of the Agreement, “cause” to terminate Employee’s employment exists if Employee has: (i) committed, admitted committing, or plead guilty to a felony or crime involving moral turpitude, fraud, theft, misappropriation, or dishonesty, (ii) violated a material term of this Agreement or policy of the Company, (iii) engaged in insubordination, or failed or refused to perform assigned duties of Employee’s position despite reasonable opportunity to perform, (iv) failed to exercise reasonable care and diligence in the exercise of Employee’s duties for the Company, or (iv) engaged in conduct or omissions that Employee knew, or should have known (with the exercise of reasonable care), would cause, or be likely to cause, harm to the Company or its reputation in the business community.

(e) Section 1.2 does not apply to Company Work Product for which no equipment, supplies, facility, or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless: (a) the Company Work Product relates at the time of conception or reduction to practice to either: (i) the business of the Company or (ii) the Company’s actual or demonstrably anticipated research or development; or (b) the Company Work Product results from any work performed by Employee for the Company.

5.9.10. For a Virginia Employee: A low-wage Employee shall not be subject to the restrictions identified in Section 3.2. A low-wage Employee shall only be restricted from providing services prohibited by Section 3.3 if Employee initiated contact or solicited such services. “Low wage” employees include: (i) those whose average annual earnings are less than $62,608 (adjusted periodically by Va. Code Ann. § 65.2-500(B)); (ii) interns, students, apprentices, or trainees employed, with or without pay, at a trade or occupation in order to gain work or education experience; and (iii) independent contractors who are compensated at an hourly rate that is less than the median hourly wage for occupations as set by the U.S. Bureau of Labor Statistics. “Low wage” employees do not include employees who derive earnings, in whole or in predominant part, from sales commissions, incentives, or bonuses from the Company.

5.9.11. For a Wisconsin Employee: Employee’s nondisclosure obligation in Section 2.2 shall extend for a period of three (3) years after Employee’s termination as to Confidential Information that does not qualify for protection as a trade secret. Trade secret information shall be protected from disclosure as long as the information at issue continues to qualify as a trade secret. Section 3.4 is rewritten to read as follows: “While employed and for a period of one (1) year from the date of the termination of Employee’s employment with the Company, Employee will not participate in soliciting any Covered Employee of the Company that is in a Sensitive Position to leave the employment of the Company on behalf of (or for the benefit of) a Competing Business. As used in this paragraph, an employee is a ‘Covered Employee’ if the employee is someone with whom Employee worked, as to whom Employee had supervisory responsibilities, or regarding which Employee received Confidential Information during the

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Employee’s Initials: _________

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

last twenty-four (24) months of Employee’s employment with the Company. An employee in a ‘Sensitive Position’ refers to an employee of the Company who is in a management, supervisory, sales, research, and development, or similar role where the employee is provided Confidential Information or is involved in business dealings with the customers or clients of the Company.”

5.9.12. For a Washington, DC Employee: Section 3.2 does not apply to any Employee entering this Agreement after the applicability and effective date for DC Code §§ 32-581.01 et seq. Pursuant to that law, no employer operating in the District of Columbia may request or require any employee working in the District of Columbia to agree to a non-compete policy or agreement, in accordance with the Ban on Non-Compete Agreements Amendment Act of 2020. Employee agrees that he/she has been provided the foregoing notice required by the Act within 90 days of the Act’s effective date, 7 days of hire by the Company, or 14 days after Employee’s request for such notice.

EMPLOYEE ACKNOWLEDGES HAVING RECEIVED AND READ A COPY OF THIS AGREEMENT. EMPLOYEE AGREES TO THE TERMS ABOVE AND ACKNOWLEDGES THAT EMPLOYEE INTENDS TO BE LEGALLY BOUND BY THIS AGREEMENT.

WCG Clinical, Inc. By: /s/ Lisa Calicchio	Employee By: /s/ Nicholas C. Slack
Lisa Calicchio Chief Human Capital Management Officer 212 Carnegie Center, Suite 301 Princeton, NJ 08540	Nicholas C. Slack
Date: July 23, 2021	Date: July 23, 2021

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Employee’s Initials: _________

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

SCHEDULE A

DISCLOSURE OF PRIOR WORK PRODUCT

I agree and acknowledge that the following is a complete list of: (a) all ideas, concepts, information, materials, data, programs, know-how, improvements, discoveries, research, developments, designs, data, reports, plans, systems, technologies, products, techniques, methods, and processes, whether or not patentable, and all confidential information and trade secrets, trademarks, service marks, trade dress, design marks, design rights, logos, domain names, handles, user names, trade names, mask work rights, patents, and other intellectual property rights, title, or interest (including, but not limited to, all related patent applications and all priority rights) recognized by the laws of any jurisdiction or country whether or not registered that Employee created or prepared prior to Employee’s employment with the Company; and (b) all copyrightable works (including writings, presentations, reports, computer programs, drawings, tables, graphs, images, and recordings) that Employee created or prepared prior to Employee’s employment with the Company (the “Prior Work Product”):

☒   None

☐   See below:

Employee

By:	/s/ Nicholas C. Slack
	Nicholas C. Slack
Date:	July 23, 2021

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Employee’s Initials: _________

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

EX-10.8

Exhibit 10.8

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is entered into as of July 23, 2021 (this “Agreement”), by and between WCG Clinical, Inc., a Delaware corporation (the “Company”), and Laurie Jackson, an individual (“Employee”).

WHEREAS, Employee entered into an Employment Agreement with an affiliate of the Company dated as of June 11, 2012 (the “Original Agreement”); and

WHEREAS, Employee and the Company desire to amend and restate the Original Agreement in its entirety pursuant to the terms of this Agreement to set forth the terms and conditions of Employee’s continued employment with the Company.

NOW, THEREFORE, in consideration of the premises and of the respective representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Employment.

(a) The Company or one of its affiliates hereby agrees to employ Employee, and Employee hereby accepts such employment, as the Chief Financial Officer and Chief Administrative Office for the Company, with such duties and responsibilities as shall be set forth by the Chief Executive Officer of the Company (the “CEO”) or the Board of Directors of the Company, or any designee(s) thereof (collectively, the “Board”). To the extent necessary to meet the Company’s business goals, the CEO or the Board may modify Employee’s duties or assign new duties to Employee or modify Employee’s reporting relationships. Employee shall devote all of her business time, attention, and efforts to the performance of Employee’s duties hereunder. Notwithstanding the foregoing, Employee may provide services as a volunteer or director to charitable, educational or civic organizations; act as a member, director or officer of any industry trade association or group; and may serve as a trustee, director or advisor to any family companies or trusts; provided that, in all cases, such services or acts shall not, in the reasonable judgment of the CEO or Board, interfere or be likely to interfere with Employee’s ability to discharge Employee’s duties and responsibilities to the Company. Employee shall faithfully adhere to, execute, and fulfill all lawful policies established by the Company.

(b) As consideration for the services performed by Employee, the Company shall pay Employee a base salary, at the annual rate of $435,000 (“Base Salary”), payable in installments at such times as the Company customarily pays its other executives (but in any event no less often than monthly). In addition to her Base Salary, Employee shall be eligible to receive an annual incentive bonus in an amount up to fifty percent (50%) of Employee’s Base Salary (the “Incentive Bonus”) in the sole discretion of the Board. The applicable criteria for achieving an Incentive Bonus shall be established by the Board, in its or their sole discretion. So long as Employee remains employed by the Company, the Company will provide benefits to Employee no less favorable than those benefits made available generally to similarly situated employees of the Company. The Company may withhold from any amounts payable under this Agreement such federal, state, and local taxes as may be required to be withheld pursuant to any applicable law or regulation. The Company agrees that Employee’s Base Salary and performance will be reviewed at least annually by the Board to determine if an increase in compensation is appropriate, which increase shall be in the sole discretion of the Board.

(c) Employee shall be entitled to paid time off annually in accordance with Company policies.

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(d) The Company or one of its affiliates agrees to reimburse Employee for all reasonable business travel and other out-of-pocket expenses incurred by Employee in the discharge of Employee’s duties hereunder, subject to the Company’s reimbursement policies in effect from time to time. In addition, the Company will reimburse Employee for dues necessary for him to renew and maintain membership in industry associations or organizations and to subscribe to industry publications, in each case subject to the prior written approval of the Company or the Board, in its or their sole discretion. All reimbursable expenses shall be appropriately documented in reasonable detail by Employee upon submission of any request for reimbursement, and in a format and manner consistent with the Company’s expense reporting policy, as may be in effect from time to time, as well as applicable federal and state record keeping requirements.

2. Termination.

(a) Employee’s employment with the Company is at-will, and Employee’s employment with the Company can be terminated by the Company for any reason, with or without cause. The foregoing notwithstanding, in consideration of the benefits conferred in this Section 2, Employee agrees to provide the Company with thirty (30) days’ written notice in advance of Employee’s voluntary resignation, including the identity of Employee’s prospective new employer, if any.

(b) Upon termination of this Agreement for any reason, Employee (or Employee’s estate or personal representative, as applicable) shall be entitled to receive (i) all of Employee’s accrued but unpaid Base Salary through the effective date of termination, whereafter no further Base Salary shall accrue, and (ii) reimbursement of any proper expenses in accordance with Section 1(d).

(c) In the event that the Company terminates Employee’s employment without Cause (as defined below) or Employee resigns for Good Reason (as defined below), Employee shall be entitled to receive the Severance Payment (as defined below); provided, however, that Employee’s receipt of the Severance Payment is expressly conditioned on Employee’s execution and non-revocation of a general release and waiver of any and all claims against the Company arising out of her employment or termination thereof in form and substance specified by and acceptable to the Company (the “Separation Release”). The Salary Portion (as defined below) of the Severance Payment will be paid to Employee as follows: a first payment, which will cover the first two months of Employee’s severance, will be paid to Employee in a lump sum cash payment on the sixtieth (60th) day following Employee’s separation date, provided that Employee has executed, submitted to the Company, and not revoked the Separation Release and the revocation period for the Separation Release has expired, and the remaining amount of the Salary Portion of the Severance Payment will be paid to Employee in accordance with the Company’s normal payroll practices following such sixtieth (60th) day for the remainder of the period in which the Severance Payment is payable. “Severance Payment” means twelve (12) months of Employee’s Base Salary at the rate in effect as of Employee’s separation date (the “Salary Portion”) and continued coverage by the Company of Employee, her spouse and eligible dependents on its medical plan, to the extent covered under such plan immediately prior to Employee’s termination date, for twelve (12) months, at the same premium rates that are charged to current employees receiving the same coverage; provided that (i) such continuation coverage shall cease to apply if Employee does not pay the applicable monthly premium or if Employee is eligible to receive other coverage from her new employer or pursuant to her spouse’s plan, (ii) the COBRA continuation period shall run currently with the severance period, so that, for such continuation coverage benefit to apply, Employee must elect COBRA continuation coverage at the time of her termination of employment, and (iii) in the event that the Company determines in its discretion that it is not practicable or possible to continue to provide such medical or dental benefits, the Company shall pay Employee for the cost of replacing such benefits on an after-tax basis.

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(d) “Cause” shall mean (i) conviction of Employee of any felony, or the conviction of Employee of a misdemeanor which involves moral turpitude, or the entry by Employee of a plea of guilty or nolo contendere with respect to any of the foregoing, (ii) the commission of any act or failure to act by Employee that involves moral turpitude, dishonesty, theft, destruction of property, fraud, embezzlement or unethical business conduct, or that otherwise causes material injury to the Company or any of its affiliates, whether financially or otherwise, (iii) any breach by Employee of any rule or policy of the Company or any of its affiliates, and the failure of Employee to cure such violation (to the extent such violation is capable of being cured) under this clause (iii) within twenty (20) days after receipt of written notice from the Company, (iv) any breach by Employee of the requirements of any other contract or agreement between the Company (or any of its affiliates) and such Employee, including this Agreement, and the failure of Employee to cure such breach (to the extent such breach is capable of being cured) under this clause, or (v) within ten (10) days after receipt of written notice from the Company, in each case, with respect to clauses (i) through (iv), as determined in good faith by the Board in the exercise of its reasonable business judgment. Additionally, and solely for these purposes, Employee’s dismissal by Company on account of death or disability will not be deemed a dismissal without Cause.

(e) Employee shall have the right to terminate her employment for Good Reason. For purpose of this Agreement, “Good Reason” shall be limited to the following (unless Employee and the Company shall execute a written agreement specifically stating that the occurrence of such event shall not constitute “Good Reason” under this Agreement): (i) a material reduction in Employee’s base salary, other than as part of a reduction plan affecting all of the Company’s leadership team that is instituted as a result of economic circumstances; (ii) a material breach by the Company of this Agreement, or (iii) a material diminution in the duties and authority of Employee. Notwithstanding the foregoing, a termination by Employee for Good Reason shall exist only if Employee provides written notice to the Company specifying in reasonable detail the events or conditions that give Good Reason and Employee provides such notice to the Company within ninety (90) days after such events or conditions first arise. Within thirty (30) days after notice has been received, the Company shall have the opportunity, but shall not have the obligation, to cure such events or conditions that give Good Reason. If the Company does not cure such events or conditions within the thirty (30) day period, Employee must voluntarily terminate her employment within thirty (30) days of the expiration of the cure period.

(f) In the event of the death of Employee during the term of Employee’s employment with the Company, this Agreement shall automatically terminate, and the Company shall have no further obligations hereunder except as provided in Section 2(e).

(g) Upon termination of this Agreement for any reason, Employee (or Employee’s estate or personal representative, as applicable) shall be entitled to receive (i) all of Employee’s accrued but unpaid Base Salary through the effective date of termination, whereafter no further Base Salary shall accrue, and (ii) reimbursement of any proper expenses in accordance with Section 1(d).

3. Withholding Taxes. The Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. Employee shall bear all expense of, and shall be solely responsible for, any and all taxes associated with the compensation and benefits provided under this Agreement.

4. Section 409A of the Code.

(a) General. Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), to the extent applicable, and shall be interpreted to avoid any penalty sanctions under Section 409A. Accordingly, all provisions herein, or incorporated by reference, shall be construed and interpreted

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to comply with Section 409A and, if necessary, any such provision shall be deemed amended to comply with Section 409A and regulations thereunder. If any payment or benefit cannot be provided or made at the time specified herein without incurring sanctions under Section 409A, then such benefit or payment shall be provided in full at the earliest time thereafter when such sanctions will not be imposed. All payments to be made upon a termination of employment under this Agreement that are deferred compensation may only be made upon a “separation from service” under Section 409A. For purposes of Section 409A, each payment made under this Agreement shall be treated as a separate payment. In no event may Employee, directly or indirectly, designate the calendar year of payment.

(b) Payment Delay. To the maximum extent permitted under Section 409A, the severance benefits payable under this Agreement are intended to comply with the “short-term deferral exception” under Treas. Reg. §1.409A-1(b)(4), and any remaining amount is intended to comply with the “separation pay exception” under Treas. Reg. §1.409A-1(b)(9)(iii); provided, however, any amount payable to Employee during the six (6) month period following Employee’s last day of employment with the Company that does not qualify within this exception and constitutes deferred compensation subject to the requirements of Section 409A shall hereinafter be referred to as the “Excess Amount.” If at the time of Employee’s separation from service, the Company’s (or any entity required to be aggregated with the Company under Section 409A) stock is publicly-traded on an established securities market or otherwise and Employee is a “specified employee” (as defined in Section 409A and determined in the sole discretion of the Company (or any successor thereto) in accordance with the Company’s (or any successor thereto) “specified employee” determination policy), then the Company shall postpone the commencement of the payment of the portion of the Excess Amount that is payable within the six (6) month period following Employee’s last day of employment with the Company (or any successor thereto) for six (6) months following Employee’s last day of employment with the Company (or any successor thereto). The delayed Excess Amount shall be paid in a lump sum to Employee within thirty (30) days following the date that is six (6) months following Employee’s last day of employment with the Company (or any successor thereto) and any amounts payable after such six (6) month period shall be paid in accordance with its original schedule. If Employee dies during such six (6) month period and prior to the payment of the portion of the Excess Amount that is required to be delayed on account of Section 409A, such Excess Amount shall be paid to the personal representative of Employee’s estate within sixty (60) days after Employee’s death.

(c) Reimbursements. All reimbursements provided under this Agreement shall be made or provided in accordance with the requirements of Section 409A, including, where applicable, the requirement that (i) any reimbursement is for expenses incurred during Employee’s lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year, (iii) the reimbursement of an eligible expense will be made on or before the last day of the taxable year following the year in which the expense is incurred, and (iv) the right to reimbursement is not subject to liquidation or exchange for another benefit.

5. Certain Representations and Warranties of Employee. Employee represents and warrants that Employee is entering into this Agreement voluntarily and that Employee’s employment hereunder and compliance with the terms and conditions of this Agreement will not conflict with, or result in a breach of, any agreement to which Employee is a party or by which Employee may be bound, or any legal duty that Employee owes or may owe to another.

6. Restrictive Covenants. As a material condition of the Company’s offer of employment to Employee, Employee is obligated to execute and adhere to the Company’s Employee Work Product, Confidentiality, Non-Competition, and Non-Solicitation Agreement, a copy of which is appended hereto as Exhibit A and the terms of which are hereby fully incorporated herein by reference.

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7. Notices. For the purposes of this Agreement, any notice or demand hereunder to or upon any party hereto required or permitted to be given or made shall be deemed to have been duly given or made for all purposes if (a) in writing and sent by (i) messenger or an overnight courier service, or (ii) certified or registered mail, postage paid, return receipt requested, or (b) sent by telefax, telex, an attachment to an electronic mail message in “pdf” or similar format, or similar electronic means, to such party at the following address:

In the case of Employee, to Employee at the last known address of Employee contained in the personnel records of the Company.

In the case of the Company, to it at:

WCG Clinical, Inc.

212 Carnegie Center, Suite 301

Princeton, NJ 08540

Attention: Chief Legal Officer

Emai: bshander@wcgclinical.com

or, in the case of either party, as applicable, to such other names or addresses as the Company or Employee, as the case may be, shall designate by notice to each other person entitled to receive notices in the manner specified in this Section.

8. Severability; Assignment.

(a) If any portion of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such portion shall be deemed deleted as though it had never been included herein, but the remainder of this Agreement shall remain in full force and effect.

(b) This Agreement (i) shall not be assignable by Employee without the prior written consent of the Company except pursuant to the laws of descent and distribution and then only for purposes of enforcing Employee’s rights under Sections 2(e), 2(f) and 4 and (ii) shall be assignable by the Company only with the consent of Employee, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that the Company may assign its rights and obligations under this Agreement without consent of Employee in the event that the Company shall effect a reorganization or consolidate or merge with, sell all or substantially all of its equity or assets to, or enter into any other transaction with, any other entity.

9. Cooperation With Regard to Litigation; Waiver of Trial By Jury.

(a) Employee agrees to cooperate with the Company during the term of this Agreement and thereafter (including following Employee’s termination of employment for any reason) by making himself or herself reasonably available to testify on behalf of the Company or its affiliates, in any action, suit or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Company or any of its affiliates in any such action, suit, or proceeding by providing information and meeting and consulting with its counsel and representatives. Employee shall be fully reimbursed for any out-of-pocket expenses reasonably incurred by Employee in the course of such cooperation.

(b) Each of the parties to this Agreement irrevocably and unconditionally waives the right to a trial by jury in any action, suit or proceeding arising out of, connected with or relating to this Agreement, the matters contemplated hereby, or the actions of the parties in the negotiation, administration, performance or enforcement of this Agreement.

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10. No Debarment. Employee represents, warrants and covenants that she (i) has not been convicted of a crime within the past ten (10) years; (b) is not currently, nor has ever been, debarred, excluded, suspended, and/or declared ineligible by the U.S. Department of Health and Human Services, U.S. Food and Drug Administration, or any other state or federal agency from receiving federal or state money or contracts; and (iii) is not subject to, nor is there any U.S. Department of Health and Human Services, U.S. Food and Drug Administration, or any other state or federal agency action or investigation relating to debarment, exclusion, suspension, and/or a declaration of ineligibility from receiving federal or state money or contracts currently pending or threatened against Employee. Employee covenants to immediately report to the Company any change in status with respect to the foregoing statements that arise during employment.

11. No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

12. Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon the Company, its successors and permitted assigns. This Agreement shall also inure to the benefit of and be binding upon Employee, Employee’s executors, administrators and heirs.

13. Governing Law. This Agreement shall be governed by and construed in accordance with, the laws of the State of New Jersey without regard to conflict or choice of law provisions or rules that would defer to the substantive laws of another jurisdiction. Any suit or proceeding arising from the subject matter of this Agreement shall only be brought in the state or federal courts located in Mercer County in the State of New Jersey. The Parties agree that such venue is appropriate and Employee waives any and all rights to contest the exclusive personal jurisdiction and venue of such courts.

14. No Third Party Beneficiaries. Nothing contained in this Agreement, whether express or implied, is intended, or shall be deemed, to create or confer any right, interest or remedy for the benefit of any person other than as otherwise provided in this Agreement.

15. Insurance and Indemnity. The Company shall, to the fullest extent permitted by applicable law and solely in accordance with the terms of the Company’s bylaws as in effect at any time, indemnify Employee for any liabilities by reason of the fact that such person is or was a director or officer of the Company. The Company shall also provide Employee with any coverage under any directors and officers liability insurance policy which is at any time maintained for the benefit of the Company’s directors and officers.

16. Entire Agreement. This Agreement and any Separation Release executed pursuant to Section 2(b) of this Agreement supersede all prior employment or other agreements, negotiations or understandings of any kind with respect to the subject matter hereof and contain the entire understanding between the parties hereto with respect to the subject matter hereof, including without limitation that previous employment agreement between Employee and the Company dated as of July 27, 2012 and the Original Agreement. Any representation, premise or condition, whether written or oral, not specifically incorporated herein, shall have no binding effect upon the parties.

17. Headings. The headings contained in this Agreement are included for convenience and reference purposes only and shall be given no effect in the construction or interpretation of this Agreement.

18. Amendments. No modification, termination or waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the same is sought to be enforced.

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19. Survival. To the extent consistent with their terms, the covenants in Sections 2, 3, 6, 7, 9, 10, 11 12 and 13 hereof shall survive the termination or expiration of this Agreement and the termination of Employee’s employment hereunder.

20. Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

WCG Clinical, Inc.
By:	/s/ Lisa Calicchio
Name:	Lisa Calicchio
Title:	Chief Human Capital Management Officer
By:	/s/ Laurie Jackson
Name:	Laurie Jackson

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Exhibit A

Restrictive Covenant Agreement

See Attached

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(WCG Standard)

EMPLOYEE CONFIDENTIALITY, WORK PRODUCT,

NON-COMPETITION, AND NON-SOLICITATION AGREEMENT

This Employee Work Product, Confidentiality, Non-Competition, and Non-Solicitation Agreement (the “Agreement”) is made and entered by and between Laurie Jackson (the “Employee”) and WCG Clinical, Inc., on behalf of itself, its parents, affiliates, subsidiaries, divisions, related companies or entities, and its and their respective members, predecessors, successors, and assigns (collectively, the “Company”).

The Company is engaged in the highly competitive clinical research industry and offers leading regulatory, technical, compliance, quality, and ethical review services and processes. Employee’s role with the Company involves a position of trust and confidence in which Employee will have access to Confidential Information (defined in Section 2.1 below), and Employee’s activities will directly or indirectly support the Company’s business, research and development efforts, business and customer relationships, reputation, and goodwill, all of which are the result of significant investments and are valuable interests, and which, if used or diverted to benefit a competitor, would cause irreparable harm. To protect these interests and investments and for good and valuable consideration, including, without limitation, Employee’s at-will employment or any changes to that employment (including position or compensation changes), access to professional advancement potential, including specialized training and enhanced compensation opportunities, access to Confidential Information, and opportunity to develop, maintain, or enhance business and customer relationships, Employee agrees to the following:

1. DISCLOSURE AND ASSIGNMENT OF WORK PRODUCT.

1.1. Disclosure of Company Work Product. Employee will disclose promptly in writing to the Company all Company Work Product. “Company Work Product” means: (a) all ideas, concepts, information, materials, programs, know-how, improvements, discoveries, research, developments, designs, data, reports, plans, systems, technologies, products, techniques, methods, and processes, whether or not patentable, and all Confidential Information, trademarks, service marks, trade dress, design marks, design rights, logos, domain names, handles, user names, trade names, mask work rights, patents, and other intellectual property rights, title, or interest (including, but not limited to, all related patent applications and all priority rights) recognized by the laws of any jurisdiction or country whether or not registered, which were: (i) conceived, created and/or reduced to practice by Employee, either solely or jointly with others, during Employee’s employment with the Company (whether or not during Employee’s hours of work, and whether or not with the use the Company’s facilities, materials, or personnel) and for a period of twelve (12) months following the termination of Employee’s employment from the Company, and (ii) related to the actual or anticipated business or activities of the Company, and/or suggested by or resulting from any task assigned by or to Employee or work performed by Employee for, or on behalf of, the Company; and (b) all copyrightable works (including, without limitation, writings, presentations, reports, programs, drawings, tables, graphs, images, and recordings) Employee creates or prepares during and within the scope of Employee’s employment within the Company or relating to work performed for the Company, whether or not created or prepared during Employee’s hours of work or with the use of the Company’s facilities, materials, or personnel, and regardless of whether the Company specifically requested the preparation of such work.

Employee’s Initials:                    

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

1.2. Ownership of Company Work Product. All Company Work Product is the sole and exclusive property of the Company and considered work made for hire, and the Company will retain worldwide rights thereto. To the extent that any Company Work Product is not considered work made for hire, Employee agrees to assign and hereby assigns all rights, title, and interests in Company Work Product to the Company. Employee agrees that all Prior Work Product made or acquired by Employee prior to employment with the Company has been identified on a fully executed copy of Schedule A. Employee also agrees not to assert rights to any Company Work Product that has not been identified as Prior Work Product on Schedule A. During the period of Employee’s employment and thereafter, Employee and Employee’s assigns, executors, administrators, and representatives will execute any applications, assignments, or other instruments that the Company considers necessary to apply for, obtain, transfer, or maintain a patent, trademark or copyright registration, or other proprietary or intellectual property rights to protect the interests of the Company with respect to Company Work Product. Employee will not incorporate, or permit to be incorporated, any Prior Work Product into any Company process, procedure, technique, equipment, property, or Company Work Product without the Company’s prior written consent.

2. CONFIDENTIAL INFORMATION AND COMPANY PROPERTY.

2.1. Confidential Information. “Confidential Information” means all information relating to the Company and/or its operations that is not generally available to the public, including, without limitation, information related to the Company’s business and operating plans or strategies, trade secrets, potential or pending acquisitions, financial information, market analyses, personnel, contractors, vendors or service providers, compensation received or provided, know-how, customer and supplier lists and relationships, product plans, research and development activities, inventions, processes, methodologies, techniques, specifications, algorithms, formulas, technologies, hardware configurations, software and software development, engineering, testing, Company Work Product, all non-public proprietary, confidential, or trade secret information in oral, written, electronic, or other form, and any non-public information the Company has received or will receive from third parties which is entitled to confidentiality or use only for limited purposes.

2.2. Confidentiality and Return of Confidential Information and Company Property. During and after Employee’s employment with the Company, Employee (i) will hold in confidence and will not disclose or use any Confidential Information except as required and authorized in the scope of Employee’s employment with the Company; and (ii) will not exceed Employee’s Company-authorized access to any internal or external Company network. The restrictions on the use or disclosure of Confidential Information shall not apply to information that is or has become, prior to the use or disclosure, generally known by the public other than as the direct or indirect result of a breach of this Agreement by Employee, or to information that is required to be disclosed by law or judicial or administrative process. Employee must provide the Company with immediate, prior notice in writing (if permitted by law) identifying the terms and circumstances surrounding any required disclosure of Confidential Information so the Company may seek an appropriate order or other remedy.

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Employee’s Initials:                    

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

Upon termination of Employee’s employment with the Company, and/or upon the Company’s request, Employee will: (i) deliver to the Company all of the Company’s property, electronic devices, equipment, and documents, together with all copies thereof, and any other material containing or disclosing Confidential Information, and (ii) certify in writing that Employee has fully complied with the foregoing obligation. Employee will not make or retain copies of Confidential Information in any form whatsoever (including, without limitation, information contained in computer memory or stored on electronic devices, including hard drives and removable storage media, and information in online or cloud storage or backup or restoration points). Employee will not delete or alter any information contained on any Company computer or other electronic device or equipment before returning the Company computer or other electronic device or equipment to the Company.

For the avoidance of doubt, notwithstanding any provisions in this Agreement or Company policy applicable to the unauthorized use or disclosure of Confidential Information, Employee is hereby notified that, pursuant to the Defend Trade Secrets Act as contained in 18 U.S.C. § 1833, Employee cannot be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law. Employee also may not be held so liable for such disclosures made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, individuals who file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order provided the Employee’s actions are consistent with 18 U.S.C. § 1833.

3. RESTRICTIVE COVENANTS AND FUTURE EMPLOYMENT.

3.1. Definitions.

3.1.1. “Business” means all clinical, technical, regulatory, compliance, quality, and ethical review products, technologies, processes, data applications, platforms, and databases designed for, developed for, used in, or marketed to the clinical research industry, including the management and service thereof.

3.1.2. “Competitor” means any person or entity that is currently engaged, preparing be engaged, or intending to engage in Business or any product, process, technology, machine, invention, or service that competes with, or is intended to compete with, any product, process, technology, machine, invention, or service the Company offers or is developing.

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Employee’s Initials:                    

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

3.2. Non-Competition. During Employee’s employment within the Company and for a period of twenty-four (24) months following the termination of Employee’s employment with the Company, Employee shall not directly or indirectly (on Employee’s own or in combination or association with others, and whether for Employee’s own benefit or for the benefit of other persons or entities) perform, or assist others to perform, work for a Competitor in the same geographic area in which the Employee performed work for the Company, in the form of Business that Employee provided the Company (whether the Company engaged or was preparing to engage in such Business), and in any Business about which Employee learned Confidential Information during Employee’s employment with the Company. Employee agrees that the foregoing geographic and temporal scope is reasonable and appropriate based on the nature of the Company’s Business and Employee’s involvement therewith. This Agreement does not restrict or impede, in any way, and shall not be interpreted or understood as restricting or impeding, Employee from discussing the terms and conditions of the Employee’s employment or exercising protected rights that cannot be waived by agreement, including under the National Labor Relations Act.

3.3. Non-Solicitation of Customers. During Employee’s employment with the Company and for a period of twenty-four (24) months following the termination of Employee’s employment with the Company, Employee shall not directly or indirectly (on Employee’s own or in combination or association with others, and whether for Employee’s own benefit or for the benefit of other persons or entities) contact, call upon, solicit, or otherwise accept business from, render services to, market services or products to, divert business from, and/or interfere with the Company’s relationship or business with any of the Company’s existing or prospective customers that Employee interacted with on behalf of the Company, was introduced to by virtue of Employee’s employment with the Company, or otherwise learned Confidential Information concerning, during the last twenty-four (24) months of Employee’s employment with the Company.

3.4. Non-Solicitation of Employees, Consultants, and Contractors. During Employee’s employment within the Company and for a period of twenty-four (24) months following the termination of Employee’s employment with the Company, Employee shall not directly or indirectly (on Employee’s own or in combination or association with others, and whether for Employee’s own benefit or for the benefit of other persons or entities) call upon, solicit, or otherwise engage in activity that could result in the actual or potential termination of the Company’s relationship with any person or entity who is an employee, consultant, or independent contractor of the Company.

3.5. Notifications Regarding Future Employment. Employee will notify all potential future employers of the existence and provisions of this Agreement prior to Employee beginning employment with such future employer. In the event Employee voluntarily terminates employment with the Company, Employee will notify the Company in writing at least ten (10) calendar days before Employee’s anticipated last date of employment within the Company and of the commencement of employment with a new employer. During the twelve (12) month period of time following the termination of Employee’s

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Employee’s Initials:                    

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

employment from the Company, Employee also will provide the Company with ten (10) calendar days’ written notice prior to commencing employment with a new employer and/or in a new position. The Company may require, and the Employee agrees to provide, written assurances that contain sufficient detail to allow for an informed decision by the Company as to whether Employee’s new position of employment complies with Employee’s obligations under this Agreement. Employee consents to the Company’s notification of Employee’s new employer of the terms contained in this Agreement. Employee will also attend an exit interview during which Employee agrees to provide all information requested by the Company in order to comply with this Agreement.

3.6. Non-Disparagement. During and after the term of Employee’s employment with the Company, Employee shall not defame or disparage the Company, its officers, directors, employees, customers and business partners including, without limitation, through statements made by Employee or at Employee’s direction, with Employee’s knowledge or involvement, in Employee’s name, anonymously, under a pseudonym, or on Employee’s behalf.

4. BREACH OF THE AGREEMENT AND REMEDIES.

Employee acknowledges that the covenants contained in this Agreement are reasonable and necessary to protect the legitimate interests of the Company. Employee agrees and acknowledges that Employee’s breach of the covenants contained in this Agreement will cause irreparable harm to the Company and that damages arising out of a breach may be difficult to determine. Employee therefore agrees and acknowledges that, in addition to all other remedies provided at law and/or in equity, the Company shall be entitled to specific performance and temporary and/or permanent injunctive relief in a court of competent jurisdiction restraining the breach and/or further breach of this Agreement by Employee, Employee’s future employer(s), and/or others acting in concert with Employee, without the necessity of proving actual damages or posting a bond. Any period of restriction in this Agreement shall be extended in the event of a breach, and a court of competent jurisdiction shall have the power to enforce any period of restriction in this Agreement from the date of the last breach up to a maximum of thirty-six (36) months. In addition, if the Company prevails in any suit under this Agreement, in whole or in part, then Employee shall also be liable for the Company’s costs and attorney’s fees in connection with the lawsuit and any related legal proceedings. Should any covenant contained in this Agreement, inclusive of the alternative covenants in Paragraph 5.9, ever be adjudicated to exceed the time, geographic, product or service, or other limitations permitted by applicable law, then a court of competent jurisdiction is expressly empowered to reform such covenant, and such covenant shall be reformed, to the maximum time, geographic, product or service, or other limitations permitted by applicable law. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions, and any such invalidity or unenforceability shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

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Employee’s Initials:                    

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

5. GENERAL PROVISIONS.

5.1. Survival and Third Party Beneficiaries. The Company may transfer, convey, or assign this Agreement and any rights or obligations, in whole or in part, to any existing or future affiliate, successor, or assign of the Company or to any third party, including in connection with a merger, sale of assets, sale of stock, or any other form of acquisition or transaction pertaining to all or part of the business of the Company, and Employee consents to such transfers, conveyances, or assignments. This Agreement shall inure to the benefit of and may be enforced by the Company and any existing or future affiliates, successors, and assigns, and shall be binding upon Employee, Employee’s executors, administrators, legatees, and other successors in interest. This Agreement is personal to Employee’s employment within the Company and may not be assigned by Employee for any reason. Employee further agrees that the existence or potential existence of any claim or cause of action of Employee against the Company of whatever nature shall not constitute a defense to the Company’s enforcement of Employee’s covenants and obligations in this Agreement.

5.2. Entire Agreement. No modification of or amendment to this Agreement will be effective unless in writing and signed by Employee and an authorized Company representative. Employee has not relied on any oral, written, or other representation by any Company representative concerning the subject matter of this Agreement that is not expressly stated herein and that the terms of this Agreement, including its incorporated Schedule, are fully stated herein. This Agreement applies to Employee’s current position within the Company and to any position which Employee may hold by promotion, transfer, or assignment, and any subsequent change in Employee’s role, responsibilities, salary, compensation, or benefits will not affect the validity, scope, or enforceability of this Agreement or the Company’s rights and remedies in the event of a breach of this Agreement. Any previous non-competition, non-solicitation, confidentiality, non-disclosure, and/or intellectual property agreements between Employee and the Company shall remain in effect to the extent applicable therein, provided that this Agreement shall govern in the event of a conflict of any term in any such agreement(s) and this Agreement. Should this Agreement be declared invalid, void, overbroad, or unenforceable, in whole or in part, for any reason, any previous agreement between Employee and the Company may be enforced in whole or in part.

5.3. At-Will Employment. Nothing contained in this Agreement shall be deemed to confer on Employee any rights with respect to the duration of Employee’s employment with the Company or to require advance notice by the Company prior to the termination of employment. Employee’s employment is terminable at will by either Employee or the Company, with or without cause, except that if Employee initiates the termination, there shall be, at the Company’s option, a period of up to ten (10) calendar days after Employee gives written notice of termination before the termination becomes effective, during which time Employee will provide such transitional services as the Company may request and the Company will continue Employee’s pay so long as Employee satisfactorily provides such services.

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Employee’s Initials:                    

WCG Confidentiality and Non-Competition Agreement (Standard Version, July 2021)

5.4. No Expectation of Privacy. Employee understands that the Company maintains an electronic mail system and other communications systems (including messaging services, phones, etc.) that Employee may use solely for the purpose of Company business and that the Company retains the right to review any and all communications and information stored in any electronic mail system or other communication system, with or without notice, at any time, including, but not limited to, with respect to enforcing or monitoring compliance with this Agreement.

5.5. Compliance With Obligations to Prior Employers and Other Third Parties. Employee represents and warrants that, at the time of executing this Agreement, Employee is not subject to any prohibitions, restrictions, covenants, or commitments pursuant to any oral or written agreement that would either directly or indirectly interfere with Employee’s ability to enter into and comply with this Agreement or to perform any duties or responsibilities of Employee’s position with the Company. During Employee’s employment within the Company, Employee will not (i) improperly use or disclose any confidential information or trade secrets of any former employer or third party; or (ii) use any former employer or third party’s confidential information or property without such entity’s written consent while employed by the Company.

5.6. Waiver. Any waiver or failure to enforce a provision of this Agreement will not be deemed to waive any provision(s) of this Agreement in the future.

5.7. Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address set forth in the Company’s records, by hand delivery or mail service with proof of delivery (i.e. courier, certified or registered mail (return receipt requested), or express mail service). Notice will be effective upon delivery. Each party may change its address for receipt of notice by giving notice of such change to the other party.

5.8. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with laws of the State of Delaware, without regard to its principles of conflicts of law. Any suit, action, or other proceeding arising out of this Agreement shall be subject to the exclusive jurisdiction of the federal or state courts located in the city of Wilmington, Delaware. Employee expressly consents to the exclusive personal jurisdiction of the state and federal courts located in Wilmington, Delaware for any lawsuit filed against Employee by the Company or by Employee against the Company arising from or related to this Agreement. Should a court refuse to enforce the parties’ agreement for Delaware choice of law pursuant to this Paragraph, then alternative covenants and provisions of Paragraph 5.9 shall apply.

5.9. Alternative Covenants and Provisions For Employees in Certain States if Governing Law Provision is Not Enforced.

5.9.1. For a California Employee: The restrictions in Section 3.2 shall not apply. The restrictions in Section 3.4 shall be limited to a period of 12 months following Employee’s termination of employment with the Company, and during that time Employee agrees and covenants not to disrupt or interfere with the business of the Company by directly or indirectly soliciting, recruiting, attempting to recruit, or raiding the employees, consultants, or contractors of the Company of whom Employee became aware by working for the Company or otherwise inducing the termination of employment of any such individual; Employee also agrees and covenants not to use any of the Company’s trade secrets and/or

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Confidential Information to directly or indirectly solicit the employees, consultants, or contractors of the Company. The restrictions in Section 3.3 shall be limited to situations where Employee is aided in his or her conduct by the use or disclosure of the trade secrets (as defined by applicable law) of the Company. The choice of law and choice of venue provisions in Section 5.8 shall not apply. Pursuant to California Labor Code Section 2870, Section 1.2 will not apply to Company Work Product for which no equipment, supplies, facility, or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless: (a) the Company Work Product relates at the time of conception or reduction to practice to either: (i) the business of the Company, or (ii) the Company’s actual or demonstrably anticipated research or development; or (b) the Company Work Product results from any work performed by Employee for the Company.

5.9.2. For a Delaware, Kansas, or Minnesota Employee: Section 1.2 does not apply to Company Work Product for which no equipment, supplies, facility, or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless: (a) the Company Work Product relates at the time of conception or reduction to practice to either: (i) the business of the Company or (ii) the Company’s actual or demonstrably anticipated research or development; or (b) the Company Work Product results from any work performed by Employee for the Company.

5.9.3. For an Illinois Employee: The restrictions in Section 3.2 will not apply for so long as Employee is subject to Illinois law unless the Employee’s actual or expected annualized rate of earnings exceeds $75,0000 per year. This amount shall increase to $5,000 every five (5) years thought January 1, 2037, at which point the amount will be $90,000 per year thereafter. In addition, If Employee resides in Illinois and is subject to Illinois law, then the restrictions in Paragraph 3.3 and 3.4 will not apply for so long as Employee is subject to Illinois law unless the Employee’s actual or expected annualized rate of earnings exceeds $45,0000 per year. The restrictions in paragraphs 3.2 through 3.4 will not apply to an Employee for so long as Employee is subject to Illinois law and the Employees employment was terminated, furloughed, or laid-off related to business circumstances or governmental orders related to the COVID-19 pandemic or similar circumstances, unless, enforcement of the covenants include compensation equivalent to the employee’s base salary at the time of termination for the period of enforcement minus compensation earned through subsequent employment during the period of enforcement. This amount shall increase to $2,500 every five (5) years through January 1, 2037, at which point the amount will be $52,500 per year thereafter. For any Illinois Employee, if 765 ILCS 1060/1-3 applies, Section 1.2 does not apply to Company Work Product for which no equipment, supplies, facility, or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless: (a) the Company Work Product relates at the time of conception or reduction to practice to either: (i) the business of the Company or (ii) the Company’s actual or demonstrably anticipated research or development; or (b) the Company Work Product results from any work performed by Employee for the Company.

5.9.4. For a Massachusetts Employee:

(a) Employee acknowledges that he/she may consult with an attorney prior to signing this Agreement. Employee acknowledges that if he/she is being initially hired by the Company, that Employee received a copy of this Agreement prior to receiving a formal offer of employment from the Company or at least ten (10) business days before commencement of Employee’s employment by the Company, whichever came first. If Employee was already employed by the Company at the time of signing this Agreement, that Employee was provided a copy hereof at least ten (10) business days before the effective date of this Agreement.

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(b) The choice of venue provision in Section 5.8 shall not apply. Employee hereby expressly consents to the exclusive personal jurisdiction of the state or federal court located in the county where Employee resides or the business litigation session of the applicable superior court in Massachusetts for any dispute arising from or related to this Agreement.

(c) The Company will not be obligated to make any Garden Leave Payments and Section 3.2 will not apply if: (i) the Company chooses, in its sole discretion, to waive in writing the provisions of Section 3.2 at or before the time of Employee’s termination, (ii) Employee is terminated without cause or laid off as part of a reduction in force, or (iii) Employee is in breach of his or her obligations set forth in Section 3.2 as determined by the Company. Employee understands that for the limited purposes of the application of the non-competition clause in Section 3.2 of the Agreement, “cause” to terminate Employee’s employment exists if Employee has (i) committed, admitted committing, or plead guilty to a felony or crime involving moral turpitude, fraud, theft, misappropriation, or dishonesty, (ii) violated a material term of this Agreement or policy of the Company, (iii) engaged in insubordination, or failed or refused to perform assigned duties of Employee’s position (other than due to physical or mental illness) despite reasonable opportunity to perform, (iv) failed to exercise reasonable care and diligence in the exercise of Employee’s duties for the Company, or (iv) engaged in conduct or omissions that Employee knew, or should have known (with the exercise of reasonable care), would cause, or be likely to cause, harm to the Company or its reputation in the business community. If Employee breaches Section 3.2 of this Agreement, and also breaches Employee’s fiduciary duty to the Company and/or has unlawfully taken, physically or electronically, any Confidential Information, then the period specified in Section 3.2 shall be extended to a period of twenty-four (24) months from the termination of Employee’s employment.

(d) Section 3.2 shall not apply to Employee post-employment if Employee is: (i) classified as non-exempt under the Fair Labor Standards Act; (ii) 18 years or younger; or (iii) an undergraduate or graduate student in an internship or other short-term employment relationship while enrolled in college or graduate school.

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(e) If Section 3.2 remains effective after the termination of Employee’s employment, and the Company provides Garden Leave Payments, Employee shall receive on a pro-rata basis fifty (50) percent of Employee’s highest annualized base salary paid by the Company within the twenty-four (24) months preceding the termination of Employee’s employment with the Company (“Garden Leave Payments”). Garden Leave Payments, less all legally required and voluntarily authorized deductions, shall be paid consistent with how Employee was paid during his or her employment, for the duration of the twelve (12) month period of restriction under Section 3.2 so long as Employee is in compliance with his or her obligations thereunder. Under no circumstances will Garden Leave Payments be made beyond this twelve (12) month period if the duration of Section 3.2 is extended beyond twelve (12) months for breaching Employee’s fiduciary duty to the Company and/or for unlawfully taking, physically or electronically, property or Confidential Information belonging to the Company. If Employee breaches Section 3.2, in addition to seeking relief as set forth in Section 4, the Company may discontinue Garden Leave Payments.

5.9.5. For a New York Employee: The restriction in Section 3.3 is modified to exclude those customers who became a customer of the Company as a result of Employee’s independent contact and business development efforts with the customer prior to and independent from his/her employment with the Company.

5.9.6. For a Nevada employee: If Employee resides in Nevada and is subject to Nevada law, then the following applies to Employee for so long as Employee is subject to Nevada law: Paragraph 3 does not preclude Employee from providing services to any former client or customer of Employer if: (a) Employee did not solicit the former customer or client; (b) the customer or client voluntarily chose to leave and seek services from Employee; and (c) Employee is otherwise complying with the limitations in this Agreement as to time and scope of activity to be restrained. However, Paragraph 3.2 may not apply to an employee who is paid solely on an hourly wage basis, exclusive of any tips or gratuities.

5.9.7. For a North Carolina Employee: Employee’s non-disclosure obligation in Section 2.2 shall extend for a period of three (3) years after Employee’s termination as to Confidential Information that does not qualify for protection as a trade secret. Trade secret information shall be protected from disclosure as long as the information at issue continues to qualify as a trade secret; and (b) the applicable period of time shall be calculated by looking back two years from the date of enforcement and not from the date employment ends. In addition, Section 1.2 does not apply to Company Work Product for which no equipment, supplies, facility, or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless: (a) the Company Work Product relates at the time of conception or reduction to practice to either: (i) the business of the Company or (ii) the Company’s actual or demonstrably anticipated research or development; or (b) the Company Work Product results from any work performed by Employee for the Company.

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5.9.8. For an Oregon Employee: If Employee resides in Oregon and is subject to Oregon law, then the following applies to Employee for so long as Employee is subject to Oregon law: the restrictions in Paragraph 3 shall only apply if Employee: (a) is engaged in administrative, executive or professional work and performs predominantly intellectual, managerial, or creative tasks, exercises discretion and independent judgment and earns a salary or is otherwise exempt from Oregon’s minimum wage and overtime laws; (b) the Company has a “protectable interest” (meaning, access to trade secrets or competitively sensitive confidential business or professional information); and (c) the total amount of the Employee’s annual gross salary and commission, calculated on an annual basis, at the time of the Employee’s termination, exceeds $100,533, adjusted annually for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the United States Department of Labor immediately preceding the calendar year of the employee’s termination. However, if Employee does not meet requirements of either (a) or (c) (or both), the Company may, on a case-by-case basis, decide to make Paragraph 3 enforceable as to Employee (as allowed by Oregon law), but paying the Employee during the period of time the Employee is restrained from competing the greater of compensation equal to at least: (i) Fifty percent of the employee’s annual gross base salary and commissions at the time of the employee’s termination; or (ii) Fifty percent of $100,533, adjusted annually for inflation pursuant to the Consumer Price Index for All Urban Consumers, West Region (All Items), as published by the Bureau of Labor Statistics of the United States Department of Labor immediately preceding the calendar year of the employee’s termination.

5.9.9. For a Washington Employee:

(a) Employee acknowledges that if Employee is a new employee, Employee has had advance notice of the terms of this Agreement prior to accepting the Company’s offer of employment.

(b) Section 3.2 will not apply to Employee after termination of employment with the Company if Employee’s annualized earnings from the Company did not exceed $100,000.00 per year (adjusted in accordance with Section 5 of Washington HP 1450).

(c) Section 3.2 will not apply to Employee during employment if Employee earns less than twice the Washington minimum hourly wage (subject to the common law duty of loyalty and Company policies).

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(d) Employee also understands that the non-competition provision in Section 3.2 will not be enforced against Employee if Employee is terminated from employment without cause or if Employee is laid off unless the Company pays Employee during the 12-month non-competition period an amount equal to the Employee’s base salary at the time of termination minus any compensation earned by Employee during the 12-month non-competition period. Employee further understands that for the limited purposes of the application of the non-competition provision in Section 3.2 of the Agreement, “cause” to terminate Employee’s employment exists if Employee has: (i) committed, admitted committing, or plead guilty to a felony or crime involving moral turpitude, fraud, theft, misappropriation, or dishonesty, (ii) violated a material term of this Agreement or policy of the Company, (iii) engaged in insubordination, or failed or refused to perform assigned duties of Employee’s position despite reasonable opportunity to perform, (iv) failed to exercise reasonable care and diligence in the exercise of Employee’s duties for the Company, or (iv) engaged in conduct or omissions that Employee knew, or should have known (with the exercise of reasonable care), would cause, or be likely to cause, harm to the Company or its reputation in the business community.

(e) Section 1.2 does not apply to Company Work Product for which no equipment, supplies, facility, or trade secret information of the Company was used and that was developed entirely on Employee’s own time, unless: (a) the Company Work Product relates at the time of conception or reduction to practice to either: (i) the business of the Company or (ii) the Company’s actual or demonstrably anticipated research or development; or (b) the Company Work Product results from any work performed by Employee for the Company.

5.9.10. For a Virginia Employee: A low-wage Employee shall not be subject to the restrictions identified in Section 3.2. A low-wage Employee shall only be restricted from providing services prohibited by Section 3.3 if Employee initiated contact or solicited such services. “Low wage” employees include: (i) those whose average annual earnings are less than $62,608 (adjusted periodically by Va. Code Ann. § 65.2-500(B)); (ii) interns, students, apprentices, or trainees employed, with or without pay, at a trade or occupation in order to gain work or education experience; and (iii) independent contractors who are compensated at an hourly rate that is less than the median hourly wage for occupations as set by the U.S. Bureau of Labor Statistics. “Low wage” employees do not include employees who derive earnings, in whole or in predominant part, from sales commissions, incentives, or bonuses from the Company.

5.9.11. For a Wisconsin Employee: Employee’s nondisclosure obligation in Section 2.2 shall extend for a period of three (3) years after Employee’s termination as to Confidential Information that does not qualify for protection as a trade secret. Trade secret information shall be protected from disclosure as long as the information at issue continues to qualify as a trade secret. Section 3.4 is rewritten to read as follows: “While employed and for a period of one (1) year from the date of the termination of Employee’s employment with the Company, Employee will not participate in soliciting any Covered Employee of the Company that is in a Sensitive Position to leave the employment of the Company on behalf of (or for the benefit of) a Competing Business. As used in this paragraph, an employee is a ‘Covered Employee’ if the employee is someone with whom Employee worked, as to whom Employee had supervisory responsibilities, or regarding which Employee received Confidential Information during the

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last twenty-four (24) months of Employee’s employment with the Company. An employee in a ‘Sensitive Position’ refers to an employee of the Company who is in a management, supervisory, sales, research, and development, or similar role where the employee is provided Confidential Information or is involved in business dealings with the customers or clients of the Company.”

5.9.12. For a Washington, DC Employee: Section 3.2 does not apply to any Employee entering this Agreement after the applicability and effective date for DC Code §§ 32-581.01 et seq. Pursuant to that law, no employer operating in the District of Columbia may request or require any employee working in the District of Columbia to agree to a non-compete policy or agreement, in accordance with the Ban on Non-Compete Agreements Amendment Act of 2020. Employee agrees that he/she has been provided the foregoing notice required by the Act within 90 days of the Act’s effective date, 7 days of hire by the Company, or 14 days after Employee’s request for such notice.

EMPLOYEE ACKNOWLEDGES HAVING RECEIVED AND READ A COPY OF THIS AGREEMENT. EMPLOYEE AGREES TO THE TERMS ABOVE AND ACKNOWLEDGES THAT EMPLOYEE INTENDS TO BE LEGALLY BOUND BY THIS AGREEMENT.

WCG Clinical, Inc.		Employee
By:	/s/ Lisa Calicchio	By:	/s/ Laurie Jackson
Lisa Calicchio Chief Human Capital Management Officer 212 Carnegie Center, Suite 301 Princeton, NJ 08540		Laurie Jackson
Date: July 23, 2021		Date: July 23, 2021

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SCHEDULE A

DISCLOSURE OF PRIOR WORK PRODUCT

I agree and acknowledge that the following is a complete list of: (a) all ideas, concepts, information, materials, data, programs, know-how, improvements, discoveries, research, developments, designs, data, reports, plans, systems, technologies, products, techniques, methods, and processes, whether or not patentable, and all confidential information and trade secrets, trademarks, service marks, trade dress, design marks, design rights, logos, domain names, handles, user names, trade names, mask work rights, patents, and other intellectual property rights, title, or interest (including, but not limited to, all related patent applications and all priority rights) recognized by the laws of any jurisdiction or country whether or not registered that Employee created or prepared prior to Employee’s employment with the Company; and (b) all copyrightable works (including writings, presentations, reports, computer programs, drawings, tables, graphs, images, and recordings) that Employee created or prepared prior to Employee’s employment with the Company (the “Prior Work Product”):

☒ None

☐ See below:

Employee

By:	/s/ Laurie Jackson
	Laurie Jackson
Date:	July 23, 2021

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EX-10.11

Exhibit 10.11

WCG CLINICAL, INC.

2021 INCENTIVE AWARD PLAN

ARTICLE I.

PURPOSE

The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI..

ARTICLE II.

ELIGIBILITY

Service Providers are eligible to be granted Awards under the Plan, subject to the limitations described herein.

ARTICLE III.

ADMINISTRATION AND DELEGATION

3.1 Administration. The Plan is administered by the Administrator. The Administrator has authority to determine which Service Providers receive Awards, grant Awards and set Award terms and conditions, subject to the conditions and limitations in the Plan. The Administrator also has the authority to take all actions and make all determinations under the Plan, to interpret the Plan and Award Agreements and to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. The Administrator may correct defects and ambiguities, supply omissions and reconcile inconsistencies in the Plan or any Award as it deems necessary or appropriate to administer the Plan and any Awards. The Administrator’s determinations under the Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Plan or any Award. The Administrator may institute and determine the terms and conditions of an Exchange Program.

3.2 Appointment of Committees. To the extent Applicable Laws permit, the Board may delegate any or all of its powers under the Plan to one or more Committees or officers of the Company or any of its Subsidiaries. The Board may abolish any Committee or re-vest in itself any previously delegated authority at any time.

ARTICLE IV.

STOCK AVAILABLE FOR AWARDS

4.1 Number of Shares. Subject to adjustment under Article VII and the terms of this Article IV, Awards may be made under the Plan covering up to the Overall Share Limit. Shares issued under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.

4.2 Share Recycling. If all or any part of an Award expires, lapses or is terminated, exchanged for cash, surrendered to an Exchange Program, repurchased, canceled without having been fully exercised or forfeited, in any case, in a manner that results in the Company acquiring Shares at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the Participant for such Shares or not issuing any Shares covered by the Award, the unused Shares covered by the Award will, as applicable, become or again be available for Award grants under the Plan. Further, Shares delivered (either by actual

delivery or attestation) to the Company by a Participant to satisfy the applicable exercise or purchase price of an Award and/or to satisfy any applicable tax withholding obligation (including Shares retained by the Company from the Award being exercised or purchased and/or creating the tax obligation) will, as applicable, become or again be available for Award grants under the Plan. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not count against the Overall Share Limit.

4.3 Incentive Stock Option Limitations. Notwithstanding anything to the contrary herein, no more than 37,918,905 Shares may be issued pursuant to the exercise of Incentive Stock Options.

4.4 Substitute Awards. In connection with an entity’s merger or consolidation with the Company or the Company’s acquisition of an entity’s property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based awards granted before such merger or consolidation by such entity or its affiliate in accordance with Applicable Laws. Substitute Awards may be granted on such terms as the Administrator deems appropriate, notwithstanding limitations on Awards in the Plan. Substitute Awards will not count against the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the Plan as provided above), except that Shares acquired by exercise of substitute Incentive Stock Options will count against the maximum number of Shares that may be issued pursuant to the exercise of Incentive Stock Options under the Plan. Additionally, in the event that a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan (and Shares subject to such Awards shall not be added to the Shares available for Awards under the Plan as provided above); provided that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not Employees or Directors prior to such acquisition or combination.

4.5 Non-Employee Director Compensation. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation for non-employee Directors from time to time, subject to the limitations in the Plan. The Administrator will from time to time determine the terms, conditions and amounts of all such non-employee Director compensation in its discretion and pursuant to the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation, or other compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Awards granted to a non-employee Director as compensation for services as a non-employee Director during any fiscal year of the Company may not exceed $1,000,000 of a non-employee Director’s initial service as a non-employee Director. The Administrator may make exceptions to these limits for individual non-employee Directors in extraordinary circumstances, as the Administrator may determine in its discretion, provided that the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee Directors.

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ARTICLE V.

STOCK OPTIONS AND STOCK APPRECIATION RIGHTS

5.1 General. The Administrator may grant Options or Stock Appreciation Rights to Service Providers subject to the limitations in the Plan, including any limitations in the Plan that apply to Incentive Stock Options. The Administrator will determine the number of Shares covered by each Option and Stock Appreciation Right, the exercise price of each Option and Stock Appreciation Right and the conditions and limitations applicable to the exercise of each Option and Stock Appreciation Right. A Stock Appreciation Right will entitle the Participant (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable portion of the Stock Appreciation Right an amount determined by multiplying the excess, if any, of the Fair Market Value of one Share on the date of exercise over the exercise price per Share of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose and payable in cash, Shares valued at such Fair Market Value or a combination of the two as the Administrator may determine or provide in the Award Agreement.

5.2 Exercise Price. The Administrator will establish each Option’s and Stock Appreciation Right’s exercise price and specify the exercise price in the Award Agreement. Unless otherwise determined by the Administrator, the exercise price will not be less than 100% of the Fair Market Value on the grant date of the Option or Stock Appreciation Right.

5.3 Duration. Each Option or Stock Appreciation Right will be exercisable at such times and as specified in the Award Agreement, provided that, unless otherwise determined by the Administrator in accordance with Applicable Laws, the term of an Option or Stock Appreciation Right will not exceed ten years. Notwithstanding the foregoing, if the Participant, prior to the end of the term of an Option or Stock Appreciation Right, violates the non-competition, non-solicitation, confidentiality or other similar restrictive covenant provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participant’s transferees to exercise any Option or Stock Appreciation Right issued to the Participant shall terminate immediately upon such violation unless the Company otherwise determines.

5.4 Exercise. Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation Right, together with, as applicable, payment in full (i) as specified in Section 5.5 for the number of Shares for which the Award is exercised and (ii) as specified in Section 9.5 for any applicable taxes. Unless the Administrator otherwise determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share.

5.5 Payment Upon Exercise. Subject to Section 10.8, any Company insider trading policy (including blackout periods) and Applicable Laws, the exercise price of an Option must be paid by:

(a) cash, wire transfer of immediately available funds or by check payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted;

(b) if there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to pay the exercise price, or (B) the Participant’s delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to pay the exercise price; provided that such amount is paid to the Company at such time as may be required by the Administrator;

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(c) to the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant valued at their Fair Market Value;

(d) to the extent permitted by the Administrator, surrendering Shares then issuable upon the Option’s exercise valued at their Fair Market Value on the exercise date;

(e) to the extent permitted by the Administrator, delivery of any other property that the Administrator determines is good and valuable consideration; or

(f) to the extent permitted by the Company, any combination of the above payment forms approved by the Administrator.

ARTICLE VI.

RESTRICTED STOCK; RESTRICTED STOCK UNITS

6.1 General. The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the Company’s right to repurchase all or part of such shares at their issue price or other stated or formula price from the Participant (or to require forfeiture of such shares) if conditions the Administrator specifies in the Award Agreement are not satisfied before the end of the applicable restriction period or periods that the Administrator establishes for such Award. In addition, the Administrator may grant to Service Providers Restricted Stock Units, which may be subject to vesting and forfeiture conditions during the applicable restriction period or periods, as set forth in an Award Agreement. The Administrator will determine and set forth in the Award Agreement the terms and conditions for each Restricted Stock and Restricted Stock Unit Award, subject to the conditions and limitations contained in the Plan.

6.2 Restricted Stock.

(a) Dividends. Participants holding shares of Restricted Stock will be entitled to all ordinary cash dividends paid with respect to such Shares, unless the Administrator provides otherwise in the Award Agreement. In addition, unless the Administrator provides otherwise, if any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability and forfeitability as the shares of Restricted Stock with respect to which they were paid.

(b) Stock Certificates. The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates issued in respect of shares of Restricted Stock, together with a stock power endorsed in blank.

(c) Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which such Participant would otherwise be taxable under Section 83(a) of the Code, such Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service along with proof of the timely filing thereof.

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6.3 Restricted Stock Units.

(a) Settlement. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after the Restricted Stock Units vest or will instead be deferred, on a mandatory basis or at the Participant’s election, in a manner intended to comply with Section 409A.

(b) Stockholder Rights. A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless and until the Shares are delivered in settlement of the Restricted Stock Unit.

(c) Dividend Equivalents. If the Administrator provides, a grant of Restricted Stock Units may provide a Participant with the right to receive Dividend Equivalents. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject to the same restrictions on transferability and forfeitability as the Restricted Stock Units with respect to which the Dividend Equivalents are granted and subject to other terms and conditions as set forth in the Award Agreement.

ARTICLE VII.

OTHER STOCK OR CASH BASED AWARDS

7.1 Other Stock or Cash Based Awards may be granted to Participants, including Awards entitling Participants to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. Such Other Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments and as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock or Cash Based Awards may be paid in Shares, cash or other property, as the Administrator determines. Subject to the provisions of the Plan, the Administrator will determine the terms and conditions of each Other Stock or Cash Based Award, including any purchase price, performance goal (which may be based on the Performance Criteria), transfer restrictions, and vesting conditions, which will be set forth in the applicable Award Agreement.

ARTICLE VIII.

ADJUSTMENTS FOR CHANGES IN COMMON STOCK

AND CERTAIN OTHER EVENTS

8.1 Equity Restructuring. In connection with any Equity Restructuring, notwithstanding anything to the contrary in this Article VII, the Administrator will equitably adjust each outstanding Award as it deems appropriate to reflect the Equity Restructuring, which may include adjusting the number and type of securities subject to each outstanding Award and/or the Award’s exercise price or grant price (if applicable), granting new Awards to Participants, and making a cash payment to Participants. The adjustments provided under this Section 8.1 will be nondiscretionary and final and binding on the affected Participant and the Company; provided that the Administrator will determine whether an adjustment is equitable.

8.2 Corporate Transactions. In the event of any dividend or other distribution (whether in the form of cash, Common Stock, other securities, or other property), reorganization, merger, consolidation, combination, amalgamation, repurchase, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of the Company, or sale or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase Common Stock or other securities of the Company, other similar corporate transaction

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or event, other unusual or nonrecurring transaction or event affecting the Company or its financial statements or any change in any Applicable Laws or accounting principles, the Administrator, on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting principles may be made within a reasonable period of time after such change) and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to (x) prevent dilution or enlargement of the benefits or potential benefits intended by the Company to be made available under the Plan or with respect to any Award granted or issued under the Plan, (y) to facilitate such transaction or event or (z) give effect to such changes in Applicable Laws or accounting principles:

(a) To provide for the cancellation of any such Award in exchange for either an amount of cash or other property with a value equal to the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights under the vested portion of such Award, as applicable; provided that, if the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participant’s rights, in any case, is equal to or less than zero, then the Award may be terminated without payment;

(b) To provide that such Award shall vest and, to the extent applicable, be exercisable as to all shares covered thereby, notwithstanding anything to the contrary in the Plan or the provisions of such Award;

(c) To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the Administrator;

(d) To make adjustments in the number and type of shares of Common Stock (or other securities or property) subject to outstanding Awards and/or with respect to which Awards may be granted under the Plan (including, but not limited to, adjustments of the limitations in Article IV hereof on the maximum number and kind of shares which may be issued) and/or in the terms and conditions of (including the grant or exercise price), and the criteria included in, outstanding Awards;

(e) To replace such Award with other rights or property selected by the Administrator; and/or

(f) To provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event.

8.3 Administrative Stand Still. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other extraordinary transaction or change affecting the Shares or the share price of Common Stock, including any Equity Restructuring or any securities offering or other similar transaction, for administrative convenience, the Administrator may refuse to permit the exercise of any Award for up to sixty days before or after such transaction.

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8.4 General. Except as expressly provided in the Plan or the Administrator’s action under the Plan, no Participant will have any rights due to any subdivision or consolidation of Shares of any class, dividend payment, increase or decrease in the number of Shares of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. Except as expressly provided with respect to an Equity Restructuring under Section 8.1 above or the Administrator’s action under the Plan, no issuance by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will be made regarding, the number of Shares subject to an Award or the Award’s grant or exercise price. The existence of the Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Company’s right or power to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger, consolidation dissolution or liquidation of the Company or sale of Company assets or (iii) any sale or issuance of securities, including securities with rights superior to those of the Shares or securities convertible into or exchangeable for Shares. The Administrator may treat Participants and Awards (or portions thereof) differently under this Article VIII.

ARTICLE IX.

GENERAL PROVISIONS APPLICABLE TO AWARDS

9.1 Transferability. Except as the Administrator may determine or provide in an Award Agreement or otherwise for Awards other than Incentive Stock Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of law, except by will or the laws of descent and distribution, or, subject to the Administrator’s consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. References to a Participant, to the extent relevant in the context, will include references to a Participant’s authorized transferee that the Administrator specifically approves.

9.2 Documentation. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. Each Award may contain terms and conditions in addition to those set forth in the Plan.

9.3 Discretion. Except as the Plan otherwise provides, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award to a Participant need not be identical, and the Administrator need not treat Participants or Awards (or portions thereof) uniformly.

9.4 Termination of Service; Change in Status. The Administrator will determine, in its sole discretion, the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, whether a Termination of Service resulted from a discharge for Cause and all questions of whether a particular leave of absence constitutes a Termination of Service or any other change or purported change in a Participant’s Service Provider status affects an Award and the extent to which, and the period during which, the Participant, the Participant’s legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, if applicable.

9.5 Withholding. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection with such Participant’s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax obligations based on the applicable statutory withholding rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any payment of any kind otherwise due to a Participant. Subject to Section 10.8 and any Company insider trading policy (including blackout periods), Participants may satisfy such tax obligations (i) in cash, by wire transfer of immediately available funds, by check made payable to the order of the Company, provided that the Company may limit the use of one of the foregoing payment forms if one or more of the payment forms below is permitted, (ii) to the extent permitted by the Administrator, in whole or in part by delivery of Shares, including Shares retained from the Award creating the tax obligation, valued at their Fair Market

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Value, (iii) if there is a public market for Shares at the time the tax obligations are satisfied, unless the Company otherwise determines, (A) delivery (including telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker acceptable to the Company to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver promptly to the Company cash or a check sufficient to satisfy the tax withholding; provided that such amount is paid to the Company at such time as may be required by the Administrator, or (iv) to the extent permitted by the Company, any combination of the foregoing payment forms approved by the Administrator. If any tax withholding obligation will be satisfied under clause (ii) of the immediately preceding sentence by the Company’s retention of Shares from the Award creating the tax obligation and there is a public market for Shares at the time the tax obligation is satisfied, the Company may elect to instruct any brokerage firm determined acceptable to the Company for such purpose to sell on the applicable Participant’s behalf some or all of the Shares retained and to remit the proceeds of the sale to the Company or its designee, and each Participant’s acceptance of an Award under the Plan will constitute the Participant’s authorization to the Company and instruction and authorization to such brokerage firm to complete the transactions described in this sentence.

9.6 Amendment of Award. The Administrator may amend, modify or terminate any outstanding Award, including by substituting another Award of the same or a different type, changing the exercise or settlement date, and converting an Incentive Stock Option to a Non-Qualified Stock Option. The Participant’s consent to such action will be required unless (i) the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Award, or (ii) the change is permitted under Article VIII or pursuant to Section 10.6.

9.7 Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares under the Plan or remove restrictions from Shares previously delivered under the Plan until (i) all Award conditions have been met or removed to the Company’s satisfaction, (ii) as determined by the Company, all other legal matters regarding the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate to satisfy any Applicable Laws. The Company’s inability to obtain authority from any regulatory body having jurisdiction, which the Administrator determines is necessary to the lawful issuance and sale of any securities, will relieve the Company of any liability for failing to issue or sell such Shares as to which such requisite authority has not been obtained.

9.8 Acceleration. The Administrator may at any time provide that any Award will become immediately vested and fully or partially exercisable, free of some or all restrictions or conditions, or otherwise fully or partially realizable.

9.9 Additional Terms of Incentive Stock Options. The Administrator may grant Incentive Stock Options only to employees of the Company, any of its present or future parent or subsidiary corporations, as defined in Sections 424(e) or (f) of the Code, respectively, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code. If an Incentive Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value on the Option’s grant date, and the term of the Option will not exceed five years. All Incentive Stock Options will be subject to and construed consistently with Section 422 of the Code. By accepting an Incentive Stock Option, the Participant agrees if requested by the Company to give prompt notice to the Company of dispositions or other transfers (other than in connection with a Change in Control) of Shares acquired under the Option made within (i) two years from the grant date of the Option or (ii) one year after the transfer of such Shares to the Participant, specifying the date of the disposition or other

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transfer and the amount the Participant realized, in cash, other property, assumption of indebtedness or other consideration, in such disposition or other transfer. Neither the Company nor the Administrator will be liable to a Participant, or any other party, if an Incentive Stock Option fails or ceases to qualify as an “incentive stock option” under Section 422 of the Code. Any Incentive Stock Option or portion thereof that fails to qualify as an “incentive stock option” under Section 422 of the Code for any reason, including becoming exercisable with respect to Shares having a fair market value exceeding the $100,000 limitation under Treasury Regulation Section 1.422-4, will be a Non-Qualified Stock Option.

ARTICLE X.

MISCELLANEOUS

10.1 No Right to Employment or Other Status. No person will have any claim or right to be granted an Award, and the grant of an Award will not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided in an Award Agreement.

10.2 No Rights as Stockholder; Certificates. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any rights as a stockholder with respect to any Shares to be distributed under an Award until becoming the record holder of such Shares. Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the Company will not be required to deliver to any Participant certificates evidencing Shares issued in connection with any Award and instead such Shares may be recorded in the books of the Company (or, as applicable, its transfer agent or stock plan administrator). The Company may place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate to comply with Applicable Laws.

10.3 Effective Date and Term of Plan. The Plan will become effective on the Pricing Date and, unless earlier terminated by the Board, will remain in effect until the earlier of (i) the earliest date as of which all Awards granted under the Plan have been satisfied in full or terminated and no Shares approved for issuance under the Plan remain available to be granted under new Awards or (ii) the tenth anniversary of the date the Board adopted the Plan, but Awards previously granted may extend beyond that date in accordance with the Plan. If the Plan is not approved by the Company’s stockholders, the Plan will not become effective and no Awards will be granted under the Plan.

10.4 Amendment of Plan. The Administrator may amend, suspend or terminate the Plan at any time; provided that no amendment, other than an increase to the Overall Share Limit, may materially and adversely affect any Award outstanding at the time of such amendment without the affected Participant’s consent. No Awards may be granted under the Plan during any suspension period or after Plan termination. Awards outstanding at the time of any Plan suspension or termination will continue to be governed by the Plan and the Award Agreement, as in effect before such suspension or termination. The Board will obtain stockholder approval of any Plan amendment to the extent necessary to comply with Applicable Laws.

10.5 Provisions for Foreign Participants. The Administrator may modify Awards granted to Participants who are foreign nationals or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters.

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10.6 Section 409A.

(a) General. The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A, such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any Award Agreement to the contrary, the Administrator may, without a Participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Company makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Company will have no obligation under this Section 10.6 or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any Participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.

(b) Separation from Service. If an Award constitutes “nonqualified deferred compensation” under Section 409A, any payment or settlement of such Award upon a termination of a Participant’s Service Provider relationship will, to the extent necessary to avoid taxes under Section 409A, be made only upon the Participant’s “separation from service” (within the meaning of Section 409A), whether such “separation from service” occurs upon or after the Termination of Service of a Participant. For purposes of this Plan or any Award Agreement relating to any such payments or benefits, references to a “termination,” “termination of employment,” Termination of Service or like terms means a “separation from service.”

(c) Payments to Specified Employees. Notwithstanding any contrary provision in the Plan or any Award Agreement, any payment(s) of “nonqualified deferred compensation” required to be made under an Award to a “specified employee” (as defined under Section 409A and as the Administrator determines) due to his or her “separation from service” will, to the extent necessary to avoid taxes under Section 409A(a)(2)(B)(i) of the Code, be delayed for the six-month period immediately following such “separation from service” (or, if earlier, until the specified employee’s death) and will instead be paid (as set forth in the Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without interest). Any payments of “nonqualified deferred compensation” under such Award payable more than six months following the Participant’s “separation from service” will be paid at the time or times the payments are otherwise scheduled to be made.

10.7 Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, other employee or agent of the Company or any Subsidiary will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan or any Award, and such individual will not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity as an Administrator, director, officer, other employee or agent of the Company or any Subsidiary. The Company will indemnify and hold harmless each director, officer, other employee and agent of the Company or any Subsidiary that has been or will be granted or delegated any duty or power relating to the Plan’s administration or interpretation, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Administrator’s approval) arising from any act or omission concerning this Plan unless arising from such person’s own fraud or bad faith.

10.8 Lock-Up Period. The Company may, at the request of any underwriter representative or otherwise, in connection with registering the offering of any Company securities under the Securities Act, prohibit Participants from, directly or indirectly, selling or otherwise transferring any Shares or other Company securities during a period of up to one hundred eighty days following the effective date of a Company registration statement filed under the Securities Act, or such longer period as determined by the underwriter.

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10.9 Data Privacy. As a condition for receiving any Award, each Participant explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of personal data as described in this section by and among the Company and its Subsidiaries and affiliates exclusively for implementing, administering and managing the Participant’s participation in the Plan. The Company and its Subsidiaries and affiliates may hold certain personal information about a Participant, including the Participant’s name, address and telephone number; birthdate; social security, insurance number or other identification number; salary; nationality; job title(s); any Shares held in the Company or its Subsidiaries and affiliates; and Award details, to implement, manage and administer the Plan and Awards (the “Data”). The Company and its Subsidiaries and affiliates may transfer the Data amongst themselves as necessary to implement, administer and manage a Participant’s participation in the Plan, and the Company and its Subsidiaries and affiliates may transfer the Data to third parties assisting the Company with Plan implementation, administration and management. These recipients may be located in the Participant’s country, or elsewhere, and the Participant’s country may have different data privacy laws and protections than the recipients’ country. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, to implement, administer and manage the Participant’s participation in the Plan, including any required Data transfer to a broker or other third party with whom the Company or the Participant may elect to deposit any Shares. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participant’s participation in the Plan. A Participant may, at any time, view the Data that the Company holds regarding such Participant, request additional information about the storage and processing of the Data regarding such Participant, recommend any necessary corrections to the Data regarding the Participant or refuse or withdraw the consents in this Section 10.9 in writing, without cost, by contacting the local human resources representative. The Company may cancel Participant’s ability to participate in the Plan and, in the Administrator’s discretion, the Participant may forfeit any outstanding Awards if the Participant refuses or withdraws the consents in this Section 10.9. For more information on the consequences of refusing or withdrawing consent, Participants may contact their local human resources representative.

10.10 Severability. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provisions had been excluded, and the illegal or invalid action will be null and void.

10.11 Governing Documents. If any contradiction occurs between the Plan and any Award Agreement or other written agreement between a Participant and the Company (or any Subsidiary) that the Administrator has approved, the Plan will govern, unless it is expressly specified in such Award Agreement or other written document that a specific provision of the Plan will not apply.

10.12 Governing Law. The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.

10.13 Claw-back Provisions. All Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt or exercise of any Award or the receipt or resale of any Shares underlying the Award) will be subject to any Company claw-back policy, including any claw-back policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder) as set forth in such claw-back policy or the Award Agreement.

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10.14 Titles and Headings. The titles and headings in the Plan are for convenience of reference only and, if any conflict, the Plan’s text, rather than such titles or headings, will control.

10.15 Conformity to Securities Laws. Participant acknowledges that the Plan is intended to conform to the extent necessary with Applicable Laws. Notwithstanding anything herein to the contrary, the Plan and all Awards will be administered only in conformance with Applicable Laws. To the extent Applicable Laws permit, the Plan and all Award Agreements will be deemed amended as necessary to conform to Applicable Laws.

10.16 Relationship to Other Benefits. No payment under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Subsidiary except as expressly provided in writing in such other plan or an agreement thereunder.

10.17 Broker-Assisted Sales. In the event of a broker-assisted sale of Shares in connection with the payment of amounts owed by a Participant under or with respect to the Plan or Awards, including amounts to be paid under the final sentence of Section 9.5: (a) any Shares to be sold through the broker-assisted sale will be sold on the day the payment first becomes due, or as soon thereafter as practicable; (b) such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants receive an average price; (c) the applicable Participant will be responsible for all broker’s fees and other costs of sale, and by accepting an Award, each Participant agrees to indemnify and hold the Company harmless from any losses, costs, damages, or expenses relating to any such sale; (d) to the extent the Company or its designee receives proceeds of such sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably practicable; (e) the Company and its designees are under no obligation to arrange for such sale at any particular price; and (f) in the event the proceeds of such sale are insufficient to satisfy the Participant’s applicable obligation, the Participant may be required to pay immediately upon demand to the Company or its designee an amount in cash sufficient to satisfy any remaining portion of the Participant’s obligation.

ARTICLE XI.

DEFINITIONS

As used in the Plan, the following words and phrases will have the following meanings:

11.1 “Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee.

11.2 “Applicable Laws” means the requirements relating to the administration of equity incentive plans under U.S. federal and state securities, tax and other applicable laws, rules and regulations, the applicable rules of any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws and rules of any foreign country or other jurisdiction where Awards are granted.

11.3 “Award” means, individually or collectively, a grant under the Plan of Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units or Other Stock or Cash Based Awards.

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11.4 “Award Agreement” means a written agreement evidencing an Award, which may be electronic, that contains such terms and conditions as the Administrator determines, consistent with and subject to the terms and conditions of the Plan.

11.5 “Board” means the Board of Directors of the Company.

11.6 “Cause” means (i) if a Participant is a party to a written employment, severance or consulting agreement with the Company or any of its Subsidiaries or an Award Agreement in which the term “cause” is defined (a “Relevant Agreement”), “Cause” as defined in the Relevant Agreement, and (ii) if no Relevant Agreement exists, (A) conviction of any felony, or the conviction of a misdemeanor which involves moral turpitude, or the entry of a plea of guilty or nolo cotendere with respect to any of the foregoing, (B) the commission of any act of failure to act that involves moral turpitude, dishonesty, theft, destruction of property, fraud, embezzlement or unethical business conduct, or that otherwise causes material injury to the Company or any of its Affiliates, whether financially or otherwise, (C) any breach of any rule or policy of the Company or any of its Affiliates, and the failure to cure such violation (to the extent such violation is capable of being cured) under this clause (C) within twenty (20) days after receipt of written from the Company, or (D) any breach of the requirements of any other contract or agreement between the Company (or any of its Affiliates) and such Person, including such Person’s Relevant Agreement, and the failure of such Person to cure such breach (to the extent such breach is capable of being cured) under this clause (D) within ten (10) days after receipt of written notice from the Company, in each case, with respect to clauses (A) through (D), as determined in good faith by the Board in the exercise of its reasonable business judgment.

11.7 “Change in Control” means and includes each of the following:

(a) A transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission or a transaction or series of transactions that meets the requirements of clauses (i) and (ii) of subsection (c) below) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50 % of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(b) During any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new Director(s) (other than a Director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (a) or (c) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the beginning of the two-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or

(c) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction:

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(i) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and

(ii) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award (or portion of any Award) that provides for the deferral of compensation that is subject to Section 409A, to the extent required to avoid the imposition of additional taxes under Section 409A, the transaction or event described in subsection (a), (b) or (c) with respect to such Award (or portion thereof) shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation Section 1.409A-3(i)(5).

The Administrator shall have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) shall be consistent with such regulation.

11.8 “Code” means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder.

11.9 “Committee” means one or more committees or subcommittees of the Board, which may include one or more Company directors or executive officers, to the extent Applicable Laws permit. To the extent required to comply with the provisions of Rule 16b-3, it is intended that each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule 16b-3, a “non-employee director” within the meaning of Rule 16b-3; however, a Committee member’s failure to qualify as a “non-employee director” within the meaning of Rule 16b-3 will not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

11.10 “Common Stock” means common stock of the Company.

11.11 “Company” means WCG Clinical, Inc., a Delaware corporation, or any successor.

11.12 “Consultant” means any person, including any adviser, engaged by the Company or its parent or Subsidiary to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person.

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11.13 “Designated Beneficiary” means the beneficiary or beneficiaries the Participant designates, in a manner the Administrator determines, to receive amounts due or exercise the Participant’s rights if the Participant dies or becomes incapacitated. Without a Participant’s effective designation, “Designated Beneficiary” will mean the Participant’s estate.

11.14 “Director” means a Board member.

11.15 “Disability” means a condition entitling the Participant to receive benefits under a long-term disability plan of the Company or Subsidiary of the Company in which the Participant is eligible to participate, or, in the absence of such plan, the Participant’s complete and permanent inability by reason of illness or accident to materially perform the duties of the occupation at which the Participant is employed or served when such disability commenced. Any determination of whether Disability exists shall be made by the Company (or its designee) in good faith, in its sole and absolute discretion.

11.16 “Dividend Equivalents” means a right granted to a Participant under the Plan to receive the equivalent value (in cash or Shares) of dividends paid on Shares.

11.17 “Employee” means any employee of the Company or its Subsidiaries.

11.18 “Equity Restructuring” means a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of Shares (or other Company securities) or the share price of Common Stock (or other Company securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.

11.19 “Exchange Act” means the Securities Exchange Act of 1934, as amended.

11.20 “Exchange Program” shall mean a program under which (i) outstanding Awards are surrendered or cancelled in exchange for Awards of the same type (which may have higher or lower exercise prices and different terms), Awards of a different type, and/or cash, (ii) Holders would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is reduced or increased. The Administrator will determine the terms and conditions of any Exchange Program in its sole discretion.

11.21 “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: (i) if the Common Stock is listed on any established stock exchange, its Fair Market Value will be the closing sales price for such Common Stock as quoted on such exchange for such date, or if no sale occurred on such date, the last day preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; (ii) if the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales price on such date, or if no sales occurred on such date, then on the last date preceding such date during which a sale occurred, as reported in The Wall Street Journal or another source the Administrator deems reliable; or (iii) in any case the Administrator may determine the Fair Market Value in its discretion.

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11.22 “Greater Than 10% Stockholder” means an individual then owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or its parent or subsidiary corporation, as defined in Section 424(e) and (f) of the Code, respectively.

11.23 “Incentive Stock Option” means an Option intended to qualify as an “incentive stock option” as defined in Section 422 of the Code.

11.24 “Non-Qualified Stock Option” means an Option not intended or not qualifying as an Incentive Stock Option.

11.25 “Option” means an option to purchase Shares.

11.26 “Other Stock or Cash Based Awards” means cash awards, awards of Shares, and other awards valued wholly or partially by referring to, or are otherwise based on, Shares or other property.

11.27 “Overall Share Limit” means the sum of (i) 37,918,905 Shares; and (ii) an annual increase on the first day of each calendar year beginning January 1, 2022 and ending on and including January 1, 2031, equal to the lesser of (A) 5% of the aggregate number of shares of Common Stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of Shares as is determined by the Board.

11.28 “Participant” means a Service Provider who has been granted an Award.

11.29 “Performance Criteria” mean the criteria (and adjustments) that the Administrator may select for an Award to establish performance goals for a performance period, which may include the following: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization, and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on stockholders’ equity; total stockholder return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; marketing initiatives; and other measures of performance selected by the Board or Committee whether or not listed herein, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference to the Company’s performance or the performance of a Subsidiary, division, business segment or business unit of the Company or a Subsidiary, or based upon performance relative to

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performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies. The Committee may provide for exclusion of the impact of an event or occurrence which the Committee determines should appropriately be excluded, including (a) restructurings, discontinued operations, extraordinary items, and other unusual, infrequently occurring or non-recurring charges or events, (b) asset write-downs, (c) litigation or claim judgments or settlements, (d) acquisitions or divestitures, (e) reorganization or change in the corporate structure or capital structure of the Company, (f) an event either not directly related to the operations of the Company, Subsidiary, division, business segment or business unit or not within the reasonable control of management, (g) foreign exchange gains and losses, (h) a change in the fiscal year of the Company, (i) the refinancing or repurchase of bank loans or debt securities, (j) unbudgeted capital expenditures, (k) the issuance or repurchase of equity securities and other changes in the number of outstanding shares, (l) conversion of some or all of convertible securities to Common Stock, (m) any business interruption event (n) the cumulative effects of tax or accounting changes in accordance with U.S. generally accepted accounting principles, or (o) the effect of changes in other laws or regulatory rules affecting reported results.

11.30 “Plan” means this 2021 Incentive Award Plan.

11.31 “Pricing Date” means the date upon which the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission relating to the registered underwritten public offering of shares of Common Stock becomes effective.

11.32 “Restricted Stock” means Shares awarded to a Participant under Article VI subject to certain vesting conditions and other restrictions.

11.33 “Restricted Stock Unit” means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount in cash or other consideration determined by the Administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions.

11.34 “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act.

11.35 “Section 409A” means Section 409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder.

11.36 “Securities Act” means the Securities Act of 1933, as amended.

11.37 “Service Provider” means an Employee, Consultant or Director.

11.38 “Shares” means shares of Common Stock.

11.39 “Stock Appreciation Right” means a stock appreciation right granted under Article V.

11.40 “Subsidiary” means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

11.41 “Substitute Awards” shall mean Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, awards previously granted, or the right or obligation to make future awards, in each case by a company acquired by the Company or any Subsidiary or with which the Company or any Subsidiary combines.

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11.42 “Termination of Service” means the date the Participant ceases to be a Service Provider.

* * * * *

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EX-10.12

Exhibit 10.12

WCG CLINICAL, INC.

NON-EMPLOYEE DIRECTOR COMPENSATION POLICY

Non-employee members of the board of directors (the “Board”) of WCG Clinical, Inc. (the “Company”) shall be eligible to receive cash and equity compensation as set forth in this Non-Employee Director Compensation Policy (this “Policy”). The cash and equity compensation described in this Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not either affiliated with any shareholder or an employee, in each case, of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) who may be eligible to receive such cash or equity compensation, unless such Non-Employee Director declines the receipt of such cash or equity compensation by written notice to the Company. This Policy shall become effective after the effectiveness of the Company’s Form S-1 Registration (the “Effective Date”) and shall remain in effect until it is revised or rescinded by further action of the Board. This Policy may be amended, modified or terminated by the Board at any time in its sole discretion. The terms and conditions of this Policy shall supersede any prior cash and/or equity compensation arrangements for service as a member of the Board between the Company and any of its Non-Employee Directors and between any subsidiary of the Company and any of its non-employee directors.

1. Cash Compensation.

(a) Annual Retainers. Each Non-Employee Director shall receive an annual retainer of $90,000 for service on the Board.

(b) Additional Annual Retainers. In addition, a Non-Employee Director shall receive the following annual retainers:

(i) Lead Independent Director of the Board. A Non-Employee Director serving as Lead Independent Directors of the Board shall receive an additional annual retainer of $45,000 for such service.

(ii) Audit Committee. A Non-Employee Director serving as Chairperson of the Audit Committee shall receive an additional annual retainer of $27,500 for such service. A Non-Employee Director serving as a member of the Audit Committee (other than the Chairperson of the Audit Committee) shall receive an additional annual retainer of $10,000 for such service.

(iii) Compensation Committee. A Non-Employee Director serving as Chairperson of the Compensation Committee shall receive an additional annual retainer of $20,000 for such service. A Non-Employee Director serving as a member of the Compensation Committee (other than the Chairperson of the Compensation Committee) shall receive an additional annual retainer of $7,500 for such service.

(iv) Corporate Governance Committee. A Non-Employee Director serving as Chairperson of the Corporate Governance Committee shall receive an additional annual retainer of $15,000 for such service. A Non-Employee Director serving as a member of the Corporate Govbernance Committee (other than the Chairperson of the Corporate Governance Committee) shall receive an additional annual retainer of $5,000 for such service.

(c) Payment of Retainers. The annual retainers described in Sections 1(a) and 1(b) shall be earned on a quarterly basis based on a calendar quarter and shall be paid by the Company in arrears not later than the fifteenth day following the end of each calendar quarter. In the event a Non-Employee Director does not serve as a Non-Employee Director, or in the applicable positions described in Section 1(b), for an entire calendar quarter, such Non-Employee Director shall receive a prorated portion of the retainer(s) otherwise payable to such Non-Employee Director for such calendar quarter pursuant to Sections 1(a) and 1(b), with such prorated portion determined by multiplying such otherwise payable retainer(s) by a fraction, the numerator of which is the number of days during which the Non-Employee Director serves as a Non-Employee Director or in the applicable positions described in Section 1(b) during the applicable calendar quarter and the denominator of which is the number of days in the applicable calendar quarter.

2. Equity Compensation. Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Company’s 2021 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (such plan, as may be amended from time to time, the “Equity Plan”) and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms previously approved by the Board. All applicable terms of the Equity Plan apply to this Policy as if fully set forth herein, and all equity grants hereunder are subject in all respects to the terms of the Equity Plan.

(a) Effective Date Awards. Each Non-Employee Director who (i) serves on the Board as of the Effective Date or who is initially elected or appointed to the Board within ninety (90) days after the Effective Date and (ii) will continue to serve as a Non-Employee Director immediately following the Effective Date or such other date within ninety (90) days after the Effective Date, shall be automatically granted, on the Effective Date or such other date within ninety (90) days after the Effective Date, an award of restricted stock units that has an aggregate fair value on the date of grant of $200,000 (as determined in accordance with FASB Accounting Codification Topic 718 (“ASC 718”) and subject to adjustment as provided in the Equity Plan in each case). The awards described in this Section 2(a) shall be referred to herein as the “Effective Date Awards”).

(b) Annual Awards. Each Non-Employee Director who (i) serves on the Board as of the date of any annual meeting of the Company’s stockholders (an “Annual Meeting”) after the Effective Date and (ii) will continue to serve as a Non-Employee Director immediately following such Annual Meeting, shall be automatically granted, on the date of such Annual Meeting, an award of restricted stock units that has an aggregate fair value on the date of grant of $200,000 (as determined in accordance with ASC 718 and subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(b) shall be referred to as the “Annual Awards.”

(c) Initial Awards. Except as otherwise determined by the Board, each Non-Employee Director who is initially elected or appointed to the Board after the 90^th day following the Effective Date on any date other than the date of any Annual Meeting shall be automatically granted, on the date of such Non-Employee Director’s initial election or appointment (such Non-Employee Director’s “Start Date”), an award of restricted stock units that has an aggregate fair

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value on such Non-Employee Director’s Start Date equal to the product of $200,000 (as determined in accordance with ASC 718) and (ii) a fraction, the number of which is (x) 365 minus (y) the number of days in the period beginning on the date of the Annual Meeting immediately preceding such Non-Employee Director’s Start Date (or, if no such Annual Meeting has occurred, the Effective Date) and ending on such Non-Employee Director’s Start Date and the denominator of which is 365 (with the number of shares of common stock underlying each such award subject to adjustment as provided in the Equity Plan). The awards described in this Section 2(c) shall be referred to as “Initial Awards.” For the avoidance of doubt, no Non-Employee Director shall be granted (i) both an Effective Date Award and an Initial Award or (ii) more than one Initial Award.

(d) Termination of Employment of Employee Directors. Members of the Board who are employees of the Company or any parent or subsidiary of the Company who subsequently terminate their employment with the Company and any parent or subsidiary of the Company, to the extent that they are eligible, will be eligible to receive, after termination from employment with the Company and any parent or subsidiary of the Company, Annual Awards as described in Section 2(b) above.

(e) Vesting of Awards Granted to Non-Employee Directors. Each Effective Date Award and Initial Award shall vest on the first Annual Meeting following the date of grant, subject to the Non-Employee Director continuing in service on the Board through the applicable vesting date, and each Annual Award shall vest on the earlier of (i) the day immediately preceding the date of the first Annual Meeting following the date of grant and (ii) the first anniversary of the date of grant, subject to the Non-Employee Director continuing in service on the Board through the applicable vesting date. No portion of an Effective Date Award, Annual Award or Initial Award that is unvested at the time of a Non-Employee Director’s termination of service on the Board shall become vested thereafter. All of a Non-Employee Director’s Effective Date Awards, Annual Awards or Initial Awards shall vest in full immediately prior to the occurrence of a Change in Control (as defined in the Equity Plan), to the extent outstanding at such time.

* * * * *

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EX-10.13

Exhibit 10.13

INDEMNIFICATION AND ADVANCEMENT AGREEMENT

This Indemnification and Advancement Agreement (“Agreement”) is made as of                     , 20     by and between WCG Clinical, Inc., a Delaware corporation (the “Company”), and                         , [a member of the Board of Directors/an officer/an employee/an agent/a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement.

RECITALS

WHEREAS, the Board of Directors of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board has determined that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The Amended and Restated Bylaws (the “Bylaws”) require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”). The Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification and advancement of expenses;

WHEREAS, the uncertainties relating to such insurance, to indemnification, and to advancement of expenses may increase the difficulty of attracting and retaining such persons;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Bylaws, Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) and any resolutions adopted pursuant thereto, and is not a substitute therefor, nor diminishes or abrogates any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does not regard the protection available under the Bylaws, Certificate of Incorporation, DGCL and insurance as adequate in the present circumstances, and may not be willing to serve or continue to serve as an officer or director without adequate additional protection, and the Company desires Indemnitee to serve or continue to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that Indemnitee be so indemnified and be advanced expenses.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Services to the Company. Indemnitee agrees to serve as [a/an] [director/officer/employee/agent/fiduciary] of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law). This Agreement does not create any obligation on the Company to continue Indemnitee in such position and is not an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.

Section 2. Definitions. As used in this Agreement:

(a) “Affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended (as in effect on the date hereof).

(b) “Agent” means any person who is authorized by the Company or an Enterprise to act for or represent the interests of the Company or an Enterprise, respectively.

(c) A “Change in Control” occurs upon the earliest to occur after the date of this Agreement of any of the following events:

i. Acquisition of Stock by Third Party. Any Person (as defined below), other than the Principal Stockholders and their Related Parties, is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities unless the change in relative beneficial ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;

ii. Change in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-

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thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

iii. Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;

iv. Liquidation. The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and

v. Other Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether or not the Company is then subject to such reporting requirement.

vi. For purposes of this Section 2(b), the following terms have the following meanings:

1 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

2 “Person” has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person excludes (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

3 “Beneficial Owner” has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner excludes any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another entity.

(d) “Corporate Status” describes the status of a person who is or was acting as a director, officer, employee, fiduciary, or Agent of the Company or an Enterprise.

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(e) “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(f) “Enterprise” means any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity for which Indemnitee is or was serving at the request of the Company as a director, officer, employee, or Agent.

(g) “Expenses” includes all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent or witness in, or otherwise participating in, a Proceeding. Expenses also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 14(d) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses, however, do not include amounts paid in settlement by Indemnitee, the amount of judgments or fines against Indemnitee, or fees, salaries, wages or benefits owed to Indemnitee.

(h) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(i) The term “Proceeding” includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of Indemnitee’s Corporate Status or by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement. A Proceeding also includes a situation the Indemnitee believes in good faith may lead to or culminate in the institution of a Proceeding.

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(j) “Related Party” means, with respect to any Person, (i) any controlling stockholder, controlling member, general partner, subsidiary, spouse or immediate family member (in the case of an individual) of such Person, (ii) any estate, trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners or owners of which consist solely of one or more of the Principal Stockholders (as defined below) and their respective Affiliates (other than the Company and its subsidiaries, if applicable) and Related Parties and/or such other Persons referred to in the immediately preceding clause (i), or (iii) any executor, administrator, trustee, manager, director or other similar fiduciary of any Person referred to in the immediately preceding clause (ii), acting solely in such capacity.

(k) “Principal Stockholders” means funds affiliated with or endorsed by Leonard Green & Partners, L.P. and Arsenal Capital Partners, as well as Novo Holdings A/S and Dein Investment Pte. Ltd.

Section 3. Indemnity in Third-Party Proceedings. The Company will indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.

Section 4. Indemnity in Proceedings by or in the Right of the Company. The Company will indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee for Expenses under this Section 4 related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless, and only to the extent that, the Delaware Court of Chancery or any court in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest extent permitted by applicable law, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding to the extent that Indemnitee is successful, on the merits or otherwise. If Indemnitee is not wholly successful in such Proceeding

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but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by law. For purposes of this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, will be deemed to be a successful result as to such claim, issue or matter.

Section 6. Indemnification For Expenses of a Witness. To the fullest extent permitted by applicable law, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding to which Indemnitee is not a party but to which Indemnitee is a witness, deponent, interviewee, or otherwise asked to participate.

Section 7. Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of Expenses, but not, however, for the total amount thereof, the Company will indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Section 8. Additional Indemnification. Notwithstanding any limitation in Sections 3, 4, or 5, the Company will indemnify Indemnitee to the fullest extent permitted by applicable law (including but not limited to, the DGCL and any amendments to or replacements of the DGCL adopted after the date of this Agreement that expand the Company’s ability to indemnify its officers and directors) if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor).

Section 9. Exclusions. Notwithstanding any provision in this Agreement, the Company is not obligated under this Agreement to make any indemnification payment to Indemnitee in connection with any Proceeding:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except to the extent provided in Section 16(b) and except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or

(b) for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) or similar provisions of state statutory law or common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or

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(c) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement of Expenses under this Agreement, including a Proceeding (or any part of any Proceeding) initiated pursuant to Section 14 of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

Section 10. Advances of Expenses.

(a) The Company will advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding) not initiated by Indemnitee or any Proceeding (or any part of any Proceeding) initiated by Indemnitee if (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement of Expenses under this Agreement, including a proceeding initiated pursuant to Section 14 or (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation. The Company will advance the Expenses within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding.

(b) Advances will be unsecured and interest free. Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, thus Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company. No other form of undertaking is required other than the execution of this Agreement. The Company will make advances without regard to Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. This Section 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.

Section 11. Procedure for Notification of Claim for Indemnification or Advancement.

(a) Indemnitee will notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee will include in the written notification to the Company a description of the nature of the Proceeding and the facts underlying the Proceeding and provide such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding. Indemnitee’s failure to notify the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay in so notifying the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt of such a request for indemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement.

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(b) The Company will be entitled to participate in the Proceeding at its own expense.

Section 12. Procedure Upon Application for Indemnification.

(a) Unless a Change of Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made:

i. by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;

ii. by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;

iii. if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by written opinion provided by Independent Counsel selected by the Board; or

iv. if so directed by the Board, by the stockholders of the Company.

(b) If a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made by written opinion provided by Independent Counsel selected by Indemnitee (unless Indemnitee requests such selection be made by the Board).

(c) The party selecting Independent Counsel pursuant to subsection (a)(iii) or (b) of this Section 12 will provide written notice of the selection to the other party. The notified party may, within ten (10) days after receiving written notice of the selection of Independent Counsel, deliver to the selecting party a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is without merit. If, within thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof and the final disposition of the Proceeding, Independent Counsel has not been selected or, if selected, any objection to has not been resolved, either the Company or Indemnitee may petition the Delaware Court for the appointment as Independent Counsel of a person selected by such court or by such other person as such court designates. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel will be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

(d) Indemnitee will cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to

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such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The Company will advance and pay any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making the indemnification determination irrespective of the determination as to Indemnitee’s entitlement to indemnification and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing of the determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied and providing a copy of any written opinion provided to the Board by Independent Counsel.

(e) If it is determined that Indemnitee is entitled to indemnification, the Company will make payment to Indemnitee within thirty (30) days after such determination.

Section 13. Presumptions and Effect of Certain Proceedings.

(a) In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination will, to the fullest extent not prohibited by law, presume Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company will, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption. Neither the failure of the Company (including by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, will be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(b) If the determination of the Indemnitee’s entitlement to indemnification has not made pursuant to Section 12 within sixty (60) days after the later of (i) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section 11(a) and (ii) the final disposition of the Proceeding for which Indemnitee requested Indemnification (the “Determination Period”), the requisite determination of entitlement to indemnification will, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee will be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law. The Determination Period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, the Determination Period may be extended an additional fifteen (15) days if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 12(a)(iv) of this Agreement.

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(c) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, will not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

(d) For purposes of any determination of good faith, Indemnitee will be deemed to have acted in good faith if Indemnitee acted based on the records or books of account of the Company, its subsidiaries, or an Enterprise, including financial statements, or on information supplied to Indemnitee by the directors or officers of the Company, its subsidiaries, or an Enterprise in the course of their duties, or on the advice of legal counsel for the Company, its subsidiaries, or an Enterprise or on information or records given or reports made to the Company, its subsidiaries or an Enterprise by an independent certified public accountant or by an appraiser, financial advisor or other expert selected with reasonable care by or on behalf of the Company, its subsidiaries, or an Enterprise. Further, Indemnitee will be deemed to have acted in a manner “not opposed to the best interests of the Company,” as referred to in this Agreement if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee benefit plan. The provisions of this Section 13(d) are not exclusive and do not limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(e) The knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, agent or employee of the Enterprise may not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification under this Agreement.

Section 14. Remedies of Indemnitee.

(a) Indemnitee may commence litigation against the Company in the Delaware Court of Chancery to obtain indemnification or advancement of Expenses provided by this Agreement in the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) the Company does not advance Expenses pursuant to Section 10 of this Agreement, (iii) the determination of entitlement to indemnification is not made pursuant to Section 12 of this Agreement within the Determination Period, (iv) the Company does not indemnify Indemnitee pursuant to Section 5 or 6 or the second to last sentence of Section 12(d) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, (v) the Company does not indemnify Indemnitee pursuant to Section 3, 4, 7, or 8 of this Agreement within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee hereunder. Alternatively, Indemnitee, at Indemnitee’s or the Company’s option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee must commence such Proceeding seeking an

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adjudication or an award in arbitration within one hundred and eighty (180) days following the date on which Indemnitee first has the right to commence such Proceeding pursuant to this Section 14(a); provided, however, that the foregoing clause does not apply in respect of a Proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 5 of this Agreement. The Company will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) If a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 will be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee may not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 14 the Company will have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and will not introduce evidence of the determination made pursuant to Section 12 of this Agreement.

(c) If a determination is made pursuant to Section 12 of this Agreement that Indemnitee is entitled to indemnification, the Company will be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company is, to the fullest extent not prohibited by law, precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and will stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e) It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company, to the fullest extent permitted by law, will (within thirty (30) days after receipt by the Company of a written request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee in connection with any action concerning this Agreement, Indemnitee’s right to indemnification or advancement of Expenses from the Company, or concerning any directors’ and officers’ liability insurance policies maintained by the Company, and will indemnify Indemnitee against any and all such Expenses unless the court determines that each of the Indemnitee’s claims in such action were made in bad faith or were frivolous or are prohibited by law.

Section 15. [Reserved]

Section 16. Non-exclusivity; Survival of Rights; Insurance; Subrogation.

(a) The rights to indemnification and advancement of Expenses provided by this Agreement are not exclusive of any other rights to which Indemnitee may at any time be

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entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. The indemnification and advancement of Expenses provided by this Agreement may not be limited or restricted by any amendment, alteration or repeal of this Agreement in any way with respect to any action taken or omitted by Indemnitee in Indemnitee’s Corporate Status occurring prior to any amendment, alteration or repeal of this Agreement. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Bylaws, Certificate of Incorporation, or this Agreement, it is the intent of the parties hereto that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy is cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.

(b) The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more other Persons with whom or which Indemnitee may be associated (including, without limitation, any Principal Stockholder). The relationship between the Company and such other Persons, other than an Enterprise, with respect to the Indemnitee’s rights to indemnification, advancement of Expenses, and insurance is described by this subsection, subject to the provisions of subsection (d) of this Section 16 with respect to a Proceeding concerning Indemnitee’s Corporate Status with an Enterprise.

i. The Company hereby acknowledges and agrees:

1) the Company is the indemnitor of first resort with respect to any request for indemnification or advancement of Expenses made pursuant to this Agreement concerning any Proceeding;

2) the Company is primarily liable for all indemnification and indemnification or advancement of Expenses obligations for any Proceeding, whether created by law, organizational or constituent documents, contract (including this Agreement) or otherwise;

3) any obligation of any other Persons with whom or which Indemnitee may be associated (including, without limitation, any Principal Stockholder), other than an Enterprise, to indemnify Indemnitee and/or advance Expenses to Indemnitee in respect of any proceeding are secondary to the obligations of the Company’s obligations;

4) the Company will indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee may have against any (A) other Person with whom or which Indemnitee may be associated (including, without limitation, any Principal Stockholder), other than an Enterprise, or (B) insurer of any such Person; and

ii. the Company irrevocably waives, relinquishes and releases (A) any other Person with whom or which Indemnitee may be associated (including, without limitation,

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any Principal Stockholder), other than an Enterprise, from any claim of contribution, subrogation, reimbursement, exoneration or indemnification, or any other recovery of any kind in respect of amounts paid by the Company to Indemnitee pursuant to this Agreement and (B) any right to participate in any claim or remedy of Indemnitee against any Person (including, without limitation, any Principal Stockholder), other than an Enterprise, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from any Person (including, without limitation, any Principal Stockholder), other than an Enterprise, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right.

iii. In the event that any other Person with whom or which Indemnitee may be associated (including, without limitation, any Principal Stockholder), other than an Enterprise, or such Person’s insurers advances or extinguishes any liability or loss for Indemnitee, the payor has a right of subrogation against the Company or its insurers for all amounts so paid which would otherwise be payable by the Company or its insurers under this Agreement. In no event will payment by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Principal Stockholder), other than an Enterprise, or such Person’s insurers affect the obligations of the Company hereunder or shift primary liability for the Company’s obligation to indemnify or advance Expenses to any other Person with whom or which Indemnitee may be associated (including, without limitation, any Principal Stockholder), other than an Enterprise.

iv. Any indemnification or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated (including, without limitation, any Principal Stockholder), other than an Enterprise, is specifically in excess over the Company’s obligation to indemnify and advance Expenses or any valid and collectible insurance (including but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company.

(c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company, the policy or policies will cover Indemnitee to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies, including coverage in the event the Company does not or cannot, for any reason, indemnify or advance Expenses to Indemnitee as required by this Agreement. If, at the time of the receipt of a notice of a claim pursuant to this Agreement, the Company has director and officer liability insurance in effect, the Company will give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance with the procedures set forth in the respective policies. The Company will thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies. Indemnitee agrees to assist the Company efforts to cause the insurers to pay such amounts and will comply with the terms of such policies, including selection of approved panel counsel, if required.

(d) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee for any Proceeding concerning Indemnitee’s Corporate Status with an Enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement of

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Expenses from such Enterprise. The Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor of first resort with respect to indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status with such Enterprise. The Company’s obligation to indemnify and advance Expenses to Indemnitee is secondary to the obligations the Enterprise or its insurers owe to Indemnitee. Indemnitee agrees to take all reasonably necessary and desirable action to obtain from an Enterprise indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status with such Enterprise.

(e) In the event of any payment made by the Company under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any Enterprise or insurance carrier. Indemnitee will execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

Section 17. Duration of Agreement. This Agreement continues until and terminates upon the later of: (a) ten (10) years after the date that Indemnitee ceases to have a Corporate Status or (b) one (1) year after the final termination of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement relating thereto. The indemnification and advancement of Expenses rights provided by or granted pursuant to this Agreement are binding upon and be enforceable by the parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Enterprise, and inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators and other legal representatives.

Section 18. Severability. If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will not in any way be affected or impaired thereby and remain enforceable to the fullest extent permitted by law; (b) such provision or provisions will be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) will be construed so as to give effect to the intent manifested thereby.

Section 19. Interpretation. Any ambiguity in the terms of this Agreement will be resolved in favor of Indemnitee and in a manner to provide the maximum indemnification and advancement of Expenses permitted by law. The Company and Indemnitee intend that this Agreement provide to the fullest extent permitted by law for indemnification and advancement in excess of that expressly provided, without limitation, by the Certificate of Incorporation, the Bylaws, vote of the Company stockholders or disinterested directors, or applicable law.

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Section 20. Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving or continuing to serve as a director or officer of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable law, and is not a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 21. Modification and Waiver. No supplement, modification or amendment of this Agreement is binding unless executed in writing by the parties hereto. No waiver of any of the provisions of this Agreement will be deemed or constitutes a waiver of any other provisions of this Agreement nor will any waiver constitute a continuing waiver.

Section 22. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company does not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.

Section 23. Notices. All notices, requests, demands and other communications under this Agreement will be in writing and will be deemed to have been duly given if (a) delivered by hand to the other party, (b) sent by reputable overnight courier to the other party or (c) sent by facsimile transmission or electronic mail, with receipt of oral confirmation that such communication has been received:

(a) If to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee provides to the Company.

(b) If to the Company to:

WCG Clinical, Inc.

212 Carnegie Center, Suite 301

Princeton, NJ 08540

Attention: General Counsel

Email: bshander@wcgclinical.com

or to any other address as may have been furnished to Indemnitee by the Company.

Section 24. Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason

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whatsoever, the Company, in lieu of indemnifying Indemnitee, will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 25. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties are governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or Proceeding arising out of or in connection with this Agreement may be brought only in the Delaware Court of Chancery and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or Proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of any such action or Proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any such action or Proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 26. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed to be an original but all of which together constitutes one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 27. Headings. The headings of this Agreement are inserted for convenience only and do not constitute part of this Agreement or affect the construction thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

WCG CLINICAL, INC.	INDEMNITEE
By:
Name:	Name:
Office:	Address:

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EX-21.1

Exhibit 21.1

Subsidiaries of WCG Clinical, Inc.

Name	Jurisdiction of Incorporation or Organization
WCG Purchaser Intermediate Corp.	Delaware
WCG Purchaser Corp.	Delaware
WCG Holdings IV Inc.	Delaware
WCG Market Intelligence & Insights Inc.	Delaware
WIRB-Copernicus Group, Inc.	Delaware
WCG Clinical Services Inc.	Delaware
Research Dataware, LLC	New Hampshire
WCG IRB, Inc. (fka Western Institutional Review Board, Inc.)	Delaware
Analgesic Solutions LLC	Delaware
Applied Clinical Intelligence, LLC	Pennsylvania
Clintrax Global Inc.	Delaware
Clintrax Global Research Private Limited (India)	India
ePharmaSolutions LLC	Delaware
Global Safety Holdings, Inc. (Vigilare International)	Delaware
MedAvante-ProPhase, Inc.	Delaware
PatientWise Creative, LLC	Wisconsin
PharmaSeek Financial Services, LLC	Wisconsin
PharmaSeek, LLC	Wisconsin
Statistics Collaborative, Inc.	District of Columbia
The Avoca Group, LLC (fka Avoca Interim, LLC)	New Jersey
ThreeWire, Inc.	Minnesota
Trifecta Multimedia, LLC	Delaware
Velos LLC	Delaware
WCG Australia Pty Ltd (Australia)	Australia
WCG CSO Consulting LLC	Delaware
WCG Frankfurt GmbH	Germany
WCG International Inc.	Delaware
WCG K.K.	Japan
WCG München GmbH	Germany
WIRB – Copernicus Mexico, S. de R.L. de C.V.	Mexico
KMR Group, Inc.	Illinois
Washington Business Information, Inc.	Virginia
WCG Conferences LLC	Delaware
CenterWatch LLC	Massachusetts
Intrinsic Imaging LLC	Texas
NCT Holdings, Inc. (“VeraSci”)	Delaware

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement No. 333-257611 on Form S-1 of our report dated May 11, 2021 (June 17, 2021 as it relates to Note 9 to the financial statements and, July 27, 2021 as to the effects of the stock split discussed in Note 9 to the financial statements), relating to the financial statements of WCG Clinical, Inc. and subsidiaries. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ Deloitte & Touche LLP

Parsippany, New Jersey

July 27, 2021

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

WCG HoldCo IV LLC

Princeton, New Jersey

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated May 11, 2021, relating to the consolidated financial statements of WCG HoldCo IV LLC, which is contained in that Prospectus.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO USA, LLP

Seattle, Washington

July 27, 2021

EX-99.1

Exhibit 99.1

Consent to be Named as a Director Nominee

In connection with the filing by WCG Clinical, Inc., of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of WCG Clinical, Inc., in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.

Dated: July 27, 2021	/s/ Charles D. Kennedy
	Name: Charles D. Kennedy