Document THIRD AMENDMENT TO CREDIT AGREEMENT This THIRD AMENDMENT to the Credit Agreement referred to below, dated as of

This THIRD AMENDMENT to the Credit Agreement referred to below, dated as of March 14, 2024 (this "Third Amendment"), by and among ICON LUXEMBOURG S. R.L., a soci t responsabilit limit e incorporated and existing under Luxembourg law, having its registered office at 61, rue de Rollingergrund, L-2440, Luxembourg and registered with the Luxembourg register of commerce and companies (R.C.S. Luxembourg) under number B66588 (the "Lux Borrower"), ICON CLINICAL INVESTMENTS, LLC, a Delaware limited liability company (the "Lux U.S. Subsidiary Borrower" and, together with the Lux Borrower, the "Lux Term Loan Borrowers"), PRA HEALTH SCIENCES, INC., a Delaware corporation (the "U.S. Borrower", and collectively with the Lux Term Loan Borrowers, in their capacity as Borrowers of Term Loans, the "Term Loan Borrowers"), ICON CLINICAL RESEARCH LIMITED, a limited liability company incorporated under the laws of Ireland with registration number 201978 and with registered address at South County Business Park, Leopardstown, Dublin 18, Ireland ("ICON Clinical"), ICON GLOBAL TREASURY UNLIMITED COMPANY, an unlimited liability company incorporated under the laws of Ireland with registration number 649443 and with registered address at South Country Business Park, Leopardstown, Dublin 18, Ireland ("ICON Global"), ICON US HOLDINGS INC., a Delaware corporation ("U.S. Holdco", and collectively with the Lux Borrower, the U.S. Borrower, ICON Clinical and ICON Global, in their capacity as Borrowers of Revolving Loans, the "Revolving Loan Borrowers", and together with the Term Loan Borrowers, the "Borrowers"), the other Loan Parties party hereto, CITIBANK, N.A. ("Citibank"), as administrative agent (in such capacity, the "Administrative Agent"), the Initial Term Loan New Lender (as defined below), the Initial Term Loan Cashless Lenders (as defined below) and the Revolving Lenders party hereto. Capitalized terms not otherwise defined in this Third Amendment have the same meanings as specified in the Amended Credit Agreement (as defined below).

WHEREAS, the Borrowers, ICON PUBLIC LIMITED COMPANY, an Irish public limited company ("Holdings"), the other parties party thereto, the several Lenders (as defined in the Credit Agreement) from time to time party thereto and the Administrative Agent, have entered into that certain Credit Agreement, dated as of July 1, 2021 (together with all exhibits and schedules attached thereto, and as amended by that certain First Amendment to Credit Agreement, dated as of November 29, 2022 and that certain Second Amendment to Credit Agreement, dated as of May 2, 2023, the "Credit Agreement", and as amended by this Third Amendment, the "Amended Credit Agreement")

WHEREAS, pursuant to Section 2.24 of the Credit Agreement, the Term Loan Borrowers have requested that the Lenders provide Credit Agreement Refinancing Indebtedness (a) in an aggregate amount up to $2,382,588,973.41 (the "Repriced Lux Term Loans") to refinance, when combined with certain cash on the balance sheet of Holdings and its Subsidiaries used for such purpose ("ICON Cash"), all of the existing Lux Term Loans under the Credit Agreement outstanding immediately prior to the Third Amendment Effective Date (as defined

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below) (the "Existing Lux Term Loans") and (b) in an aggregate amount up to $593,623,526.30 (the "Repriced U.S. Term Loans" and, together with the Repriced Lux Term Loans, the "Repriced Initial Term Loans") to refinance, when combined with ICON Cash, all of the existing U.S. Term Loans under the Credit Agreement outstanding immediately prior to the Third Amendment Effective Date (as defined below) (the "Existing U.S. Term Loans" and, together with the "Existing Lux Term Loans", the "Existing Term Loans")

WHEREAS, pursuant to Section 9.02(b) of the Credit Agreement, the Revolving Loan Borrowers have requested that the Administrative Agent and the Lenders, including each Revolving Lender, amend the Credit Agreement as set forth herein, and the Administrative Agent and the Lenders party hereto have agreed to so amend the Credit Agreement on the terms and conditions set forth herein

WHEREAS, the Term Loan Borrowers have requested that (a) each of (i) Citibank, N.A., (in such capacity, the "Lux Term Loan New Lender") and (ii) the Lenders holding Existing Lux Term Loans that have selected the "Repricing Cashless Settlement Option" on a continuing lender election substantially in the form of Exhibit A hereto (a "Continuing Lender Election"), which Continuing Lender Election having been executed and delivered to the Administrative Agent prior to 5 00 p.m., New York City time, on March 6, 2024 (the "Consent Deadline") (each such Lender choosing the "Repricing Cashless Settlement Option" on a Continuing Lender Election, a "Lux Term Loan Cashless Lender"), make Repriced Lux Term Loans and (b) each of (i) Citibank, N.A., (in such capacity, the "U.S. Term Loan New Lender" and, together with the Lux Term Loan New Lender, the "Initial Term Loan New Lender") and (ii) the Lenders holding Existing U.S. Term Loans that have selected the "Repricing Cashless Settlement Option" on a Continuing Lender Election, which Continuing Lender Election having been executed and delivered to the Administrative Agent prior to the Consent Deadline (each such Lender choosing the "Repricing Cashless Settlement Option" on a Continuing Lender Election, a "U.S. Term Loan Cashless Lender" collectively, the "U.S. Term Loan Cashless Lenders" and, together with the Lux Term Loan Cashless Lenders, the "Initial Term Loan Cashless Lenders"), make Repriced U.S. Term Loans

WHEREAS, each Loan Party party hereto (collectively, the "Reaffirming Parties", and each, a "Reaffirming Party") expects to realize substantial direct and indirect benefits as a result of this Third Amendment becoming effective and the consummation of the transactions contemplated hereby and agrees to reaffirm its obligations pursuant to the Credit Agreement, the Collateral Documents, and the other Loan Documents to which it is a party

WHEREAS, Citibank, N.A. London Branch, is acting as lead arranger (the "Lead Arranger") and Citigroup Global Markets Inc., J.P. Morgan Securities PLC, Banco Santander S.A., HSBC Continental Europe SA and Morgan Stanley Senior Funding, Inc. are acting as joint bookrunners, in each case, in connection with the Repriced Lux Term Loans and the Repriced U.S. Term Loans

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows

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SECTION 1. Repriced Term Loans

(a) Amendment. This is a Refinancing Amendment referred to in Section 2.24 of the Credit Agreement. Each of the parties party hereto acknowledge and agree that this Third Amendment satisfies the notice requirement set forth in Section 2.11(a) of the Credit Agreement.

(b) Cashless Term Loans. Subject to the terms and conditions hereof and set forth in Section 2.24 of the Credit Agreement, (i) each Lux Term Loan Cashless Lender hereby agrees to make Repriced Lux Term Loans in an aggregate principal amount equal to such Lender's Existing Lux Term Loans (or such lesser amount corresponding to the amount of Repriced Lux Term Loans as may be allocated to such Lux Term Loan Cashless Lender by the Lead Arranger, if any) the proceeds of which shall be applied to the repayment of such Existing Lux Term Loans and (ii) each U.S. Term Loan Cashless Lender hereby agrees to make Repriced U.S. Term Loans in an aggregate principal amount equal to such Lender's Existing U.S. Term Loans (or such lesser amount corresponding to the amount of Repriced U.S. Term Loans as may be allocated to such U.S. Term Loan Cashless Lender by the Lead Arranger, if any) the proceeds of which shall be applied to the repayment of such Existing U.S. Term Loans. Each Lux Term Loan Cashless Lender and each U.S. Term Loan Cashless Lender consents to the foregoing exchange in lieu of repayment in immediately available funds as set forth in Section 2.11 of the Credit Agreement.

(c) New Term Loans. Subject to the terms and conditions hereof and set forth in Section 2.24 of the Existing Credit Agreement, (i) the Lux Term Loan New Lender agrees to make, in a single draw on the Third Amendment Effective Date, Repriced Lux Term Loans to the Lux Term Loan Borrowers and (ii) the U.S. Term Loan New Lender agrees to make, in a single draw on the Third Amendment Effective Date, Repriced U.S. Term Loans to the U.S. Borrower, in each case, in Dollars in the aggregate principal amount set forth on Schedule I hereto. The New Lender hereby approves the Repricing Amendments.

(d) Same Terms. The Repriced Lux Term Loans shall have the same terms as the Existing Lux Term Loans, and the Repriced U.S. Term Loans shall have the same terms as the Existing U.S. Term Loans, in each case, other than as set forth Section 2 hereof (the "Repricing Amendments").

(e) Use of Proceeds. The cash proceeds of (i) the Repriced Lux Term Loans made by the Lux Term Loan New Lender shall be applied toward repayment of the aggregate outstanding principal amount of the Existing Lux Term Loans that are not exchanged for Repriced Lux Term Loans and (ii) the Repriced U.S. Term Loans made by the U.S. Term Loan New Lender shall be applied toward repayment of the aggregate outstanding principal amount of the Existing U.S. Term Loans that are not exchanged for Repriced Lux Term Loans. Upon the Third Amendment Effective Date after giving effect to this Third Amendment, all Existing Lux Term Loans and Existing U.S. Term Loans shall be repaid in full (in cash or by exchange) and shall no longer be outstanding.

(f) Credit Agreement Governs. Effective as of the Third Amendment Effective Date, (i) the Repriced Lux Term Loans shall be "Lux Term Loans" under and as defined in the Loan

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Documents, (ii) the Repriced U.S. Term Loans shall be "U.S. Term Loans" under and as defined in the Loan Documents and (iii) the Repriced Initial Term Loans shall be "Initial Term Loans" under and as defined in the Loan Documents.

(g) Repayment of Principal. The principal amount of the Existing Term Loans shall be payable as set forth in Section 2.10(a) of the Amended Credit Agreement.

(h) Interest. For the avoidance of doubt, all interest accrued and unpaid on the Existing Lux Term Loans and the Existing U.S. Term Loans prior to the Third Amendment Effective Date shall be paid on the Third Amendment Effective Date (provided that, for the avoidance of doubt, interest shall not accrue on the Third Amendment Effective Date on the Existing Lux Term Loans or the Existing U.S. Term Loans). Interest will accrue on the Repriced Lux Term Loans and the Repriced U.S. Term Loans from and after the Third Amendment Effective Date as provided in the Amended Credit Agreement. The initial Interest Period applicable to the Repriced Lux Term Loans and Repriced U.S. Term Loans that are USD Term SOFR Initial Term Loans shall end on March 29, 2024.

(i) Waiver of Breakage. Each Lender party hereto waives the right to the payment of any amounts pursuant to Section 2.16 of the Credit Agreement with respect to any Existing Lux Term Loans and the Existing U.S. Term Loans that are repaid on the Third Amendment Effective Date.

SECTION 2. Further Amendments of the Existing Credit Agreement as of the Third Amendment Effective Date. Immediately after giving effect to the incurrence of the Repriced Lux Term Loans and the Repriced U.S. Term Loans, the Borrowers, the other Loan Parties, the Lenders party hereto and the Administrative Agent hereby agree that effective as of the Third Amendment Effective Date, the Credit Agreement shall be amended in accordance with the provisions of Section 2.24 and Section 9.02 of the Credit Agreement, in the form of the Amended Credit Agreement set forth on Exhibit B hereto (i) by deleting each term thereof which is reflected in red strike-through font (by way of an example) and (ii) by inserting each term thereof which is reflected in blue double underlined font (by way of an example), in each case in the place where such term appears therein, such that, on the Funding Date, the terms and provisions set forth in the Amended Credit Agreement shall replace the terms and provisions of the Credit Agreement in their entirety.

SECTION 3. Conditions to the Effectiveness. The effectiveness of this Third Amendment is subject to the satisfaction (or written waiver) of the following conditions (the date of satisfaction of such conditions being referred to herein as the "Third Amendment Effective Date")

(a) The Administrative Agent shall have received from (i) the Borrowers and each other Loan Party, a counterpart of this Third Amendment signed on behalf of such party, (ii) the Lux Term Loan New Lender, the U.S. Term Loan New Lender and each of the Revolving Lenders a counterpart of this Third Amendment signed on behalf of such party and (iii) each of the Lux Term Loan Cashless Lenders and each of the U.S. Term Loan Cashless Lenders, a duly executed Continuing Lender Election.

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(b) The Administrative Agent shall have received (i) a customary written opinion of Cahill Gordon Reindel LLP, New York counsel for the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent, (ii) a capacity and authority opinion of A L Goodbody LLP, Irish counsel for the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent, (iii) an enforceability opinion of Matheson LLP, Irish counsel for the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, (iv) a capacity opinion of Loyens Loeff Luxembourg S. r.l., Luxembourg counsel for the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent, (v) an enforceability opinion of NautaDutilh Avocats Luxembourg S. r.l., Luxembourg counsel for the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, and (vi) a written opinion of McGuire Woods LLP, Virginia counsel for the Loan Parties, in form and substance reasonably acceptable to the Administrative Agent, in each case (A) dated the Third Amendment Effective Date, (B) addressed to the Administrative Agent and the Lenders, and, in each case, each of their permitted assigns, and (C) each Borrower and each other Loan Party and the Administrative Agent hereby request such counsel to deliver such opinions

(c) The Administrative Agent shall have received a certificate dated the Third Amendment Effective Date executed by a Responsible Officer of Holdings confirming compliance with the conditions set forth in clauses (e) and (f) of this Section 3

(d) The Administrative Agent shall have received (i) a copy of the certificate of incorporation, memorandum of association or articles of incorporation or association and all applicable, if any, certificates of incorporation on a change of name or certificates of re-registration or other formation documents, including all amendments thereto, of each Loan Party as of the Third Amendment Effective Date, certified as of a recent date by the Secretary of State of the state of its organization in the case of a corporation incorporated in the United States, and a certificate as to or of compliance evidencing the good standing of each such Loan Party as of a recent date, from such Secretary of State in the case of a corporation incorporated in the United States (ii) a certificate of the secretary or assistant secretary, manager or director of each Loan Party as of the Third Amendment Effective Date dated the Third Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or similar governing documentation) of such Loan Party as in effect on the Third Amendment Effective Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Loan Party authorizing the execution, delivery and performance of the Third Amendment and other agreement related to or contemplated hereby to which such Person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) if applicable, that the certificate or articles of incorporation or other formation documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above or where a certificate of good standing is not applicable in its jurisdiction of incorporation that attach a true, up to date and correct copy of the certificate or articles of incorporation or other formation documents of each Loan Party duly certified as being true, up to date and correct and (D) as to the incumbency and specimen

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signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (iii) a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary (or manager or director, if applicable) executing the certificate pursuant to clause (ii) above and (iv) with respect to any Loan Party incorporated in Luxembourg (A) an electronic copy of an excerpt (extrait) issued by the Luxembourg Register of Commerce and Companies dated as of the Third Amendment Effective Date (B) an electronic copy of a certificate of non-registration of a judicial decision or of an administrative dissolution without liquidation (certificat de non-inscription d'une d cision judiciare ou de dissolution administrative sans liquidation) from the Luxembourg Insolvency Register (Registre de l'insolvabilit , Reginsol) held and maintained by the Luxembourg Register of Commerce and Companies on the Third Amendment Effective Date, stating that as of the date prior to the Third Amendment Effective Date, no judicial decision pursuant to which the Company would be subject to one of the judicial proceedings referred to therein including, but not limited to, bankruptcy (faillite), reprieve from payments (sursis de paiement) or judicial liquidation (liquidation judiciaire), has been registered with the Luxembourg Register of Commerce and Companies by application of article 13, items 4 to 12 and items 16 and 17 of the Luxembourg law of 19 December 2002 on the Luxembourg register of commerce and companies and on the accounting and annual accounts of undertakings, as amended (C) a confirmation that such Loan Party is renting its premises (D) confirmation that borrowing or guaranteeing or securing, as appropriate, by the entry by the Loan Party into the Loan Documents would not cause any borrowing, guarantee, security or similar limit binding on such Loan Party to be exceeded and (E) a confirmation that each copy document relating to such Loan Party is correct, complete and in full force and effect as at the date no earlier than the Third Amendment Effective Date

(e) No Default or Event of Default shall exist on the Third Amendment Effective Date both immediately before and after giving effect to the Repricing Amendments and the transactions contemplated hereby

(f) The representations and warranties of the Loan Parties set forth in this Third Amendment shall be true and correct in all material respects (or, if qualified as to "materiality" or "Material Adverse Effect", in all respects) on and as of the Third Amendment Effective Date both immediately before and after giving effect to the Repricing Amendments and the transactions contemplated hereby provided that to the extent that a representation and warranty expressly relates to an earlier date, it shall be true and correct in all material respects (or, if qualified by materiality or "Material Adverse Effect", in all respects) on such earlier date

(g) The Administrative Agent shall have received a Borrowing Request for the borrowing of the Repriced Initial Term Loans as required by Section 2.03 of the Credit Agreement provided that such Borrowing Request shall be delivered two (2) Business Days before the Third Amendment Effective Date

(h) To the extent requested at least 10 business days prior to the Third Amendment Effective Date, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable "know-your-customer" and anti-money

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laundering rules and regulations, including the Patriot Act and, if applicable, the requirements of 31 C.F.R. 1010.230, at least three business days prior to the Third Amendment Effective Date

(i) Substantially concurrently with (i) the making of the Repriced Lux Term Loans by the Lux Term Loan New Lender and the Lux Term Loan Cashless Lenders on the Third Amendment Effective Date as provided for herein, the Lux Term Loan Borrowers shall pay all principal and accrued but unpaid interest on the Existing Lux Term Loans, and (ii) the making of the Repriced U.S. Term Loans by the U.S. Term Loan New Lender and the U.S. Term Loan Cashless Lenders on the Third Amendment Effective Date as provided for herein, the U.S. Borrower shall pay all principal and accrued but unpaid interest on the Existing U.S. Term Loans and

(j) Substantially concurrently with the consummation of the transactions contemplated hereby the Term Loan Borrowers shall have paid all accrued and unpaid expenses of the Administrative Agent (including the reasonable and documented accrued and unpaid fees and out-of-pocket expenses of counsel thereto) in connection with this Third Amendment provided that the Term Loan Borrowers shall have received invoices in respect of the payment thereof at least three (3) Business Days in advance of the Third Amendment Effective Date.

Each party hereto agrees that their respective signatures to this Third Amendment or a Continuing Lender Election, once delivered, are irrevocable and may not be withdrawn. Each Lender, by delivering its signature page to this Third Amendment or a Continuing Lender Election, shall be deemed to have consented to, approved and accepted each term of the Amended Credit Agreement set forth in Section 2 hereof and shall be deemed satisfied with each document and each other matter required to be reasonably satisfactory to such Lender unless, prior to the Third Amendment Effective Date, the Administrative Agent receives notice from such Lender specifying such Lender's objections.

SECTION 4. Representations and Warranties. To induce the other parties hereto to enter into this Third Amendment, each Loan Party represents and warrants that, as of the Third Amendment Effective Date

(a) This Third Amendment has been duly authorized, executed and delivered by each Loan Party and constitutes, and the Credit Agreement, as amended by this Third Amendment constitutes, its legal, valid and binding obligation, enforceable against each such Loan Party in accordance with its respective terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicability affecting the enforcement of creditors' rights and (b) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and

(b) The representations and warranties of each Loan Party set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the Third Amendment Effective Date (immediately after giving effect to this Third Amendment) provided that (i) to the extent that a representation and warranty specifically refers to an earlier date, it shall be true and correct in all material respects as of such earlier date and (ii) any representation

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and warranty that is qualified as to "Material Adverse Effect" shall be true and correct in all respects on and as of the Third Amendment Effective Date or on such earlier date, as the case may be.

SECTION 5. Effects on Loan Documents. Except as specifically amended herein or contemplated hereby, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Third Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Loan Documents. Each Borrower and each other Loan Party acknowledges and agrees that, on and after the Third Amendment Effective Date, this Third Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement. On and after the Third Amendment Effective Date, each reference in the Amended Credit Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to "Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Third Amendment, and this Third Amendment and the Credit Agreement as amended by this Third Amendment shall be read together and construed as a single instrument. Nothing herein shall be deemed to entitle the Borrowers or any other Loan Party to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement as amended by this Third Amendment or any other Loan Document in similar or different circumstances.

SECTION 6. Indemnification. Holdings and the Borrowers hereby confirm that the indemnification provisions set forth in Section 9.03 of the Credit Agreement as amended by this Third Amendment shall apply to this Third Amendment and the transactions contemplated hereby.

SECTION 7. Amendments Severability.

(a) This Third Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by each of the parties hereto and

(b) To the extent any provision of this Third Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Third Amendment in any jurisdiction.

SECTION 8. Reaffirmation. Each of the Reaffirming Parties, as party to the Credit Agreement and certain of the Collateral Documents and the other Loan Documents, in each case as amended, supplemented or otherwise modified from time to time, hereby (i) acknowledges and agrees that all of its obligations under the Credit Agreement, the Collateral Documents and the other Loan Documents to which it is a party are reaffirmed and remain in full force and effect

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on a continuous basis, (ii) reaffirms (A) each Lien granted by it to the Administrative Agent or the Collateral Agent for the benefit of the Secured Parties and (B) any guaranties made by it pursuant to the Credit Agreement, (iii) acknowledges and agrees that the grants of security interests by it contained in the Collateral Documents shall remain, in full force and effect after giving effect to the Third Amendment, and (iv) agrees that the Obligations include, among other things and without limitation, the prompt and complete payment and performance by the Borrowers when due and payable (whether at the stated maturity, by acceleration or otherwise) of principal and interest on, and premium (if any) on, the Lux Term Loans, U.S. Term Loans and the Initial Revolving Loans, including for the avoidance of doubt the Repriced Lux Term Loans, the Repriced U.S. Term Loans and the Initial Revolving Loans, under the Credit Agreement, as amended by this Third Amendment. Nothing contained in this Third Amendment shall be construed as substitution or novation of the obligations outstanding under the Credit Agreement or the other Loan Documents, which shall remain in full force and effect, except to any extent modified hereby.

SECTION 9. Collateral Agent. Each of the parties hereto acknowledges and agrees that Citibank., N.A., London Branch, in its capacity as collateral agent under the Credit Agreement (i) will serve as Collateral Agent under the Amended Credit Agreement and (ii) is a third party beneficiary with respect to this Third Amendment.

SECTION 10. Governing Law Waiver of Jury Trial Jurisdiction. This Third Amendment shall be governed by, and construed in accordance with, the law of the State of New York. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS THIRD AMENDMENT, THE AMENDED CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS THIRD AMENDMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. The other provisions of Sections 9.09 and 9.10 of the Credit Agreement are incorporated herein by reference, mutatis mutandis.

SECTION 11. Headings. Section headings in this Third Amendment are for convenience of reference only, are not part of this Third Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Third Amendment.

SECTION 12. Counterparts

. This Third Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to

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constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Third Amendment by facsimile or in electronic (i.e., "pdf" or "tif") format shall be effective as delivery of a manually executed counterpart of this Third Amendment. The words "execution," "signed,", "delivery", "signature," and words of like import in this Third Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, 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 state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.

Signature pages follow

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the date and year first above written.

ICON LUXEMBOURG S. R.L.

PRA HEALTH SCIENCES, INC.

By _ s Diarmaid Cunningham

Name Diarmaid Cunningham

ICON CLINICAL INVESTMENTS, LLC

By _ s Diarmaid Cunningham

Name Diarmaid Cunningham

SIGNED for and on behalf of

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ICON CLINICAL RESEARCH LIMITED

By _ s Diarmaid Cunningham

Name Diarmaid Cunningham

Title Authorized Signatory

SIGNED for and on behalf of

ICON GLOBAL TREASURY UNLIMITED COMPANY

By _ s Diarmaid Cunningham

Name Diarmaid Cunningham

Title Authorized Signatory

ICON US HOLDINGS INC.

By _ s Diarmaid Cunningham

Name Diarmaid Cunningham

SIGNED for and on behalf of

ICON PUBLIC LIMITED COMPANY

by its lawfully appointed attorney

By _ s Diarmaid Cunningham

Name Diarmaid Cunningham

Title Lawfully Appointed Attorney

SIGNED for and on behalf of

ICON HOLDINGS UNLIMITED COMPANY

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By _ s Diarmaid Cunningham

Name Diarmaid Cunningham

Title Authorized Signatory

SIGNED for and on behalf of

DOCS RESOURCING LIMITED

By _ s Diarmaid Cunningham

Name Diarmaid Cunningham