EX-4.1





 Exhibit 4.1 

Execution Version 
 SECOND
SUPPLEMENTAL INDENTURE 
 THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of March 5,
2021, is among Quotient Iberia, S.L. (the “New Guarantor”), a limited liability company (“Sociedad de Responsabilidad Limitada”) formed under the laws of Spain and a new indirect subsidiary of Quotient Limited (the
“Issuer”), the Issuer, the existing guarantors (the “Existing Guarantors”) under the Indenture referred to below, and U.S. Bank National Association, as trustee (the “Trustee”) and as collateral
agent (the “Collateral Agent”) under such Indenture. 
 W I T N E S S E T H : 

WHEREAS, the Issuer, the Existing Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered an indenture (the
“Original Indenture”), dated as of October 14, 2016, providing for the issuance of the Issuer’s 12% Senior Secured Notes (the “Securities”); 

WHEREAS, the Issuer, the Existing Guarantors, the Trustee and the Collateral Agent have heretofore executed and delivered a first supplemental
indenture (the “First Supplemental Indenture” and, the Original Indenture, as amended and supplemented by the First Supplemental Indenture, the “Indenture”), dated as of December 4, 2018, providing for certain
amendments to the Original Indenture and the Securities and a waiver in respect of certain obligations of the Issuer and its Restricted Subsidiaries under the Indenture; 

WHEREAS, Section 4.10 of the Original Indenture provides that under certain circumstances the Issuer is required to cause future
Restricted Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which the future Restricted Subsidiary shall guarantee the Issuer’s Obligations under the Securities and the Indenture pursuant to a Guarantee on
the terms and conditions set forth herein and in the Indenture; and 
 WHEREAS, pursuant to Section 9.01(v) of the Original Indenture,
the Trustee, the Collateral Agent, the New Guarantor, the Issuer and the Existing Guarantors are authorized to execute and deliver this Supplemental Indenture without notice to or consent of any Holder. 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged,
the New Guarantor, the Issuer, the Existing Guarantors, the Trustee and the Collateral Agent mutually covenant and agree for the equal and ratable benefit of the Holders as follows: 

1.    Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the recitals
hereto are used herein as therein defined, except that the term “Holders” in this Supplemental Indenture shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and for the benefit of
such Holders. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

 2.    Agreement to Guarantee. The New Guarantor hereby, jointly and severally, with each Existing Guarantor,
irrevocably and unconditionally guarantees as a primary obligor and not merely as a surety on a senior basis to each Holder and to the Trustee and its successors and assigns 












 
the Guaranteed Obligations, on the terms and subject to the conditions set forth in Article 10 of the Original Indenture, and agrees to be bound by all other applicable provisions of the
Indenture and the Securities and to perform all of the obligations and agreements of a Guarantor under the Indenture. 

3.    Notices. All notices or other communications to the New Guarantor shall be given as provided in
Section 12.01 of the Original Indenture. 
 4.    Ratification of Indenture; Supplemental Indenture Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of
the Indenture for all purposes, and every Holder shall be bound hereby. 
 5.    Governing Law. THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW). 
 6.    Trustee Makes No
Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 

7.    Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this
Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all
purposes. All notices, approvals, consents, requests and any communications hereunder must be in writing (provided that any communication sent to the Trustee or the Collateral Agent hereunder must be in the form of a document that is signed manually
or by way of a digital signature provided by DocuSign or Adobe Sign (or such other digital signature provider as specified in writing to the Trustee or the Collateral Agent by the authorized representative), in English. The Issuer, Existing
Guarantors, and the New Guarantor each agrees to assume all risks arising out of the use of using digital signatures and electronic methods to submit communications to the Trustee or the Collateral Agent, including without limitation the risk of the
Trustee or the Collateral Agent acting on unauthorized instructions, and the risk of interception and misuse by third parties. 

8.    Effect of Headings. The Section headings herein are for convenience of reference only and shall not affect
the construction thereof. 
 9.    No Recourse Against Others. No director, officer, employee, manager, member,
partner, incorporator or holder of any Equity Interests in the Issuer or in any Guarantor, as such, shall have any liability for any obligations of the Issuer or the Guarantors under this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or its creation. 












 10.     Electronic Means. The parties agree that the transaction
described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts
of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. 

11.    Provisions of Supplemental Indenture for the Sole Benefit of Parties and Holders of
Securities. Nothing in this Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and their successors hereunder and the Holders of the Securities any benefit or any legal or equitable
right, remedy or claim under this Supplemental Indenture or the Securities. 
 [SIGNATURE PAGE FOLLOWS] 












 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

					
	QUOTIENT IBERIA, S.L.
		
	By:	 	 /s/ Paul Stuart

		 	Name:	 	Paul Stuart
		 	Title:	 	Director
	
	QUOTIENT LIMITED
		
	By:	 	 /s/ Peter Buhler

		 	Name:	 	Peter Buhler
		 	Title:	 	Chief Financial Officer














 
					
	EXISTING GUARANTORS:
	
	QBD (QS IP) LIMITED, as Guarantor
		
	By:	 	 /s/ Ernest Larnach

		 	Name:	 	Ernest Larnach
		 	Title:	 	Director














 
			
	 QUOTIENT BIODIAGNOSTICS, INC.,

    as Guarantor

		
	By:	 	 /s/ Brian Williamson

	Name:	 	Brian Williamson
	Title:	 	Director














 
			
	ALBA BIOSCIENCE LIMITED, as Guarantor
		
	By:	 	 /s/ Ernest Larnach

	Name:	 	Ernest Larnach
	Title:	 	Director














 
			
	QUOTIENT SUISSE SA, as Guarantor
		
	By:	 	 /s/ Ernest Larnach

	Name:	 	Ernest Larnach
	Title:	 	Director














 
			
	 QUOTIENT BIOCAMPUS LIMITED,

    as Guarantor

		
	By:	 	 /s/ Ernest Larnach

	Name:	 	Ernest Larnach
	Title:	 	Director














 
					
	U.S. BANK NATIONAL ASSOCIATION, as Trustee
		
	By:	 	 /s/ Alison D.B. Nadeau

		 	Name:	 	Alison D.B. Nadeau
		 	Title:	 	Vice President
	
	U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent
		
	By:	 	 /s/ Alison D.B. Nadeau

		 	Name:	 	Alison D.B. Nadeau
		 	Title:	 	Vice President