Document


GROUP JOINDER AGREEMENT Dated as of August 13, 2021

THIS GROUP JOINDER AGREEMENT (this “Joinder Agreement”) is executed and delivered by Reprosource Fertility Diagnostics, Inc., a Massachusetts corporation, Blueprint Genetics, Inc., a Delaware corporation, and Mid America Clinical Laboratories, LLC, an Indiana limited liability company (each, a “New Seller” and collectively, the “New Sellers”) in favor of Quest Diagnostics Receivables Inc., a Delaware corporation, as purchaser (the “Buyer”), with respect to that certain Fourth Amended and Restated Receivables Sale Agreement dated as of October 28, 2015 by and between Quest Diagnostics Incorporated and certain of its subsidiaries from time to time party thereto as “Sellers” and the Buyer (as amended, supplemented, joined, restated and/or otherwise modified from time to time, the “Sale Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Sale Agreement.

Subject to receipt of counterparts hereof signed by the Administrative Agent and the Buyer, by its signature below, each New Seller hereby absolutely and unconditionally agrees to become a party to the Sale Agreement as a Seller thereunder and to be bound by the provisions thereof, including, without limitation, the provisions of Section 8.12 thereof.

Attached hereto is an amended and restated version of Schedule 2.1(o) to the Sale Agreement. After giving effect to the amendments and restatements embodied therein, each of the representations and warranties contained in Article II of the Sale Agreement will be true and correct as to each New Seller.

The “Responsible Officers” of each New Seller will be any of its Treasurer or any Vice President, acting singly.

Delivered herewith are each of the documents, certificates and opinions required to be delivered by each New Seller pursuant to Article V of the Sale Agreement.

The provisions of Article VIII of the Sale Agreement are incorporated in this Joinder Agreement by this reference with the same force and effect as if set forth in full herein except that references in such Article VIII to “this Agreement” shall be deemed to refer to “this Joinder Agreement and to the Sale Agreement as modified by this Joinder Agreement.”

Please acknowledge your consent to each New Seller’s joinder in the Sale Agreement by signing the enclosed copy hereof in the appropriate space provided below and Emailing a scanned image of such counterpart to the Administrative Agent and to each New Seller at the Email addresses set forth below their respective signatures hereto.

IN WITNESS WHEREOF, each New Seller has executed this Group Joinder Agreement as of the date first above written.


REPROSOURCE FERTILITY DIAGNOSTICS, INC., a Massachusetts corporation By:_/s/Sandip R. Patel ________________ Name: Sandip R. Patel Title: Vice President & Treasurer Quest Diagnostics 500 Plaza Drive Secaucus, NJ 07094			BLUEPRINT GENETICS, INC., a Delaware corporation By:_/s/Sandip R. Patel ________________ Name: Sandip R. Patel Title: Vice President & Treasurer Quest Diagnostics 500 Plaza Drive Secaucus, NJ 07094
MID AMERICA CLINICAL LABORATORIES, LLC, an Indiana limited liability company By:_/s/Sandip R. Patel ________________ Name: Sandip R. Patel Title: Vice President & Treasurer Quest Diagnostics 500 Plaza Drive Secaucus, NJ 07094			The undersigned hereby consents to each New Seller’s joinder in the Sale Agreement: QUEST DIAGNOSTICS RECEIVABLES INC., as Buyer By:_/s/Sandip R. Patel ________________ Name: Sandip R. Patel Title: Vice President & Treasurer Quest Diagnostics 500 Plaza Drive Secaucus, NJ 07094

The undersigned hereby consents

to each New Seller’s joinder in the Sale Agreement:

MUFG BANK, LTD., as Administrative Agent

By:_/s/ Eric Williams_______________________________

Title: Managing Director

AMENDED AND RESTATED SCHEDULE 2.1(o)

SELLERS’ FEDERAL TAXPAYER ID NUMBERS; AND LOCATION OF RECORDS

Location of Records

Federal EIN

Legal Name of Selleri

Fictitious Name (DBA)

Prior Legal Nameii

5785 Corporate Avenue

Cypress, CA 90630

52-1604494

Quest Diagnostics Infectious Disease, Inc. (DE)

Focus Diagnostics, Inc.

(This was a name change)

33608 Ortega Highway

San Juan Capistrano, CA 92675

95-2701802

Quest Diagnostics Nichols Institute (CA)

Nichols Institute

N/A

8401 Fallbrook Avenue
West Hills, CA 91304

71-8097031

Unilab Corporation (DE)

Quest Diagnostics

N/A

27027 Tourney Road
Valencia, CA 91355-5386

95-2961036

Specialty Laboratories, Inc. (CA)

Quest Diagnostics Nichols Institute of Valencia, Inc.

N/A

3 Sterling Drive

Wallingford, CT 06492

06-0460613

Quest Diagnostics LLC (CT)

N/A

1001 Adams Avenue

Norristown, PA 19403

38-2084239

Quest Diagnostics Clinical Laboratories, Inc. (DE)

N/A

1355 Mittel Blvd.

Wood Dale, IL 60191

36-4257926

Quest Diagnostics LLC (IL)

N/A

10101 Renner Blvd.

Lenexa, KS 66219

43-1039532

LabOne, LLC (MO)

Quest Diagnostics

200 Forest Street

Marlborough, MA 01752

31-1805826

Athena Diagnostics, Inc. (DE)

N/A

200 Forest Street

Marlborough, MA 01752

04-3248020

Quest Diagnostics LLC (MA)

Quest Diagnostics of Connecticut LLC

N/A

1901 Sulphur Spring Road

Baltimore, MD 21227

52-0890739

Quest Diagnostics Incorporated (MD)

N/A

506 E. State Parkway

Schaumburg, IL 60173

38-2084239

Quest Diagnostics Clinical Laboratories, Inc. (DE)

N/A

Quest Diagnostics Incorporated (MI) (merged into QDCL)

10101 Renner Blvd.

Lenexa, KS 66219

20-1908041

Quest Diagnostics Health and Wellness LLC (DE)

Summit Health, Inc.

(this was a change of name and entity type)

1 Insights Drive

Clifton, NJ 07012

16-1387862

Quest Diagnostics Incorporated (DE) iii

QDI Delaware Incorporated

N/A

4380 Federal Drive, Suite 100

Greensboro, NC 27410

38-2084239

Quest Diagnostics Clinical Laboratories, Inc. (DE)

Solstas Lab Partners

Solstas Lab Partners Group

Solstas Lab Partners, LLC and Solstas Lab Partners Group, LLC (merged into QDCL)

Location of Records

Federal EIN

Legal Name of Seller

Fictitious Name (DBA)

Prior Legal Name

4380 Federal Drive, Suite 100

Greensboro, NC 27410

“

4230 Burnham Avenue

Las Vegas, NV 89119

88-0099333

Quest Diagnostics Incorporated (NV)

Quest Diagnostics Incorporated of Nevada

Quest Diagnostics

N/A

6700 Steger Drive

Cincinnati, OH 45237

20-0310967

LabOne of Ohio, Inc. (DE)

LabOne

Quest Diagnostics

N/A

4690 Parkway Drive

Mason, OH 45040

38-2084239

Quest Diagnostics Clinical Laboratories, Inc. (DE)

MedPlus, Inc. (OH) (merged into QDCL)

4 Parkway Center

875 Greentree Road

Pittsburgh, PA 15220

22-3137283

Quest Diagnostics of Pennsylvania Inc. (DE)

N/A

14225 Newbook Drive

Chantilly, VA 20153

54-0854787

Quest Diagnostics Nichols Institute, Inc. (VA)

Nichols Institute

N/A

10101 Renner Blvd.

Lenexa, KS 66219

23-2057350

ExamOne World Wide, Inc. (PA)

N/A

2505 3rd Avenue, Suite 204

Seattle, WA 98121

37-1768269

Blueprint Genetics Inc. (DE)

2560 N. Shadeland Avenue

Indianapolis, IN 46219

35-2014838

Mid America Clinical Laboratories, LLC (IN)

200 Forest Street

Marlborough, MA 01752

26-2679473

Reprosource Fertility Diagnostics, Inc. (MA)

i State designations represent the states in which entity is incorporated or organized. These designations are not part of the legal corporate name, but are included here for reference purposes only.

ii No prior legal names within the past five years.

iii Corporate office located at 500 Plaza Drive, Secaucus, NJ 07094.