EX-10.2



 Exhibit 10.2 
  

 
  

GUARANTY AND SECURITY AGREEMENT 

Dated as of June 18, 2015 

among 
 Alere Inc., 

as Borrower, 
 and 

Each Other Grantor 
 From Time to
Time Party Hereto 
 and 

GENERAL ELECTRIC CAPITAL CORPORATION, 

as Collateral Agent 
  

 
  







 TABLE OF CONTENTS 
  

							
	 ARTICLE I DEFINED TERMS
		 	1	  
			
	 Section 1.1
		 Definitions
		 	1	  
	 Section 1.2
		 Certain Other Terms
		 	4	  
		
	 ARTICLE II GUARANTY
		 	4	  
			
	 Section 2.1
		 Guaranty
		 	4	  
	 Section 2.2
		 Limitation of Guaranty
		 	5	  
	 Section 2.3
		 Contribution
		 	5	  
	 Section 2.4
		 Authorization; Other Agreements
		 	5	  
	 Section 2.5
		 Guaranty Absolute and Unconditional
		 	5	  
	 Section 2.6
		 Waivers
		 	6	  
	 Section 2.7
		 Reliance
		 	7	  
	 Section 2.8
		 Keepwell
		 	7	  
		
	 ARTICLE III GRANT OF SECURITY INTEREST
		 	7	  
			
	 Section 3.1
		 Collateral
		 	7	  
	 Section 3.2
		 Grant of Security Interest in Collateral
		 	8	  
		
	 ARTICLE IV REPRESENTATIONS AND WARRANTIES
		 	8	  
			
	 Section 4.1
		 Title; No Other Liens
		 	8	  
	 Section 4.2
		 Perfection and Priority
		 	8	  
	 Section 4.3
		 Jurisdiction of Organization; Chief Executive Office
		 	9	  
	 Section 4.4
		 Locations of Inventory, Equipment and Books and Records
		 	9	  
	 Section 4.5
		 Pledged Collateral
		 	9	  
	 Section 4.6
		 Instruments and Tangible Chattel Paper Formerly Accounts
		 	10	  
	 Section 4.7
		 Intellectual Property
		 	10	  
	 Section 4.8
		 Commercial Tort Claims
		 	10	  
	 Section 4.9
		 Specific Collateral
		 	10	  
	 Section 4.10
		 Promissory Notes
		 	10	  
	 Section 4.11
		 Representations and Warranties of the Credit Agreement
		 	10	  
		
	 ARTICLE V COVENANTS
		 	10	  
			
	 Section 5.1
		 Maintenance of Perfected Security Interest; Further Documentation and Consents
		 	10	  
	 Section 5.2
		 Changes in Locations, Name, Etc
		 	11	  
	 Section 5.3
		 Pledged Collateral; Other Matters
		 	12	  
	 Section 5.4
		 Accounts
		 	12	  
	 Section 5.5
		 Commodity Contracts
		 	12	  
	 Section 5.6
		Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property, Letter-of-Credit Rights and Electronic Chattel Paper		 	12	  
	 Section 5.7
		 Intellectual Property
		 	13	  
	 Section 5.8
		 Notice of Commercial Tort Claims
		 	14	  
	 Section 5.9
		 Compliance with Credit Agreement
		 	14	  
		
	 ARTICLE VI REMEDIAL PROVISIONS
		 	14	  
			
	 Section 6.1
		 Code and Other Remedies
		 	14	  
	 Section 6.2
		 Accounts and Payments in Respect of General Intangibles
		 	17	  
	 Section 6.3
		 Pledged Collateral
		 	18	  
	 Section 6.4
		 Proceeds to be Turned over to and Held by Collateral Agent
		 	19	  


  
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	 Section 6.5
		 Sale of Pledged Collateral
		 	19	  
	 Section 6.6
		 Deficiency
		 	19	  
		
	 ARTICLE VII THE COLLATERAL AGENT
		 	20	  
			
	 Section 7.1
		 Collateral Agent’s Appointment as Attorney-in-Fact
		 	20	  
	 Section 7.2
		 Authorization to File Financing Statements
		 	21	  
	 Section 7.3
		 Authority of Collateral Agent
		 	21	  
	 Section 7.4
		 Duty; Obligations and Liabilities
		 	21	  
		
	 ARTICLE VIII MISCELLANEOUS
		 	22	  
			
	 Section 8.1
		 Reinstatement
		 	22	  
	 Section 8.2
		 Release of Collateral
		 	22	  
	 Section 8.3
		 Independent Obligations
		 	23	  
	 Section 8.4
		 No Waiver by Course of Conduct
		 	23	  
	 Section 8.5
		 Amendments in Writing
		 	23	  
	 Section 8.6
		 Additional Grantors; Additional Pledged Collateral
		 	23	  
	 Section 8.7
		 Notices
		 	24	  
	 Section 8.8
		 Successors and Assigns
		 	24	  
	 Section 8.9
		 Counterparts
		 	24	  
	 Section 8.10
		 Severability
		 	24	  
	 Section 8.11
		 Governing Law
		 	24	  
	 Section 8.12
		 Jurisdiction.
		 	24	  
	 Section 8.13
		 Waiver of Jury Trial
		 	25	  
	 Section 8.14
		 Subordination.
		 	25	  


  
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 ANNEXES AND SCHEDULES 
  

			
	 Annex 1
		 Form of Pledge Amendment

	 Annex 2
		 Form of Joinder Agreement

	 Annex 3
		 Form of Intellectual Property Security Agreement

		
	 Schedule 1
		 Commercial Tort Claims

	 Schedule 2
		 Filings

	 Schedule 3
		 Jurisdiction of Organization; Chief Executive Office

	 Schedule 4
		 Location of Inventory and Equipment

	 Schedule 5
		 Pledged Collateral

	 Schedule 6
		 Intellectual Property

	 Schedule 7
		 Promissory Notes



  
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 GUARANTY AND SECURITY AGREEMENT, dated as of June 18, 2015, by Alere Inc., a Delaware
corporation (the “Borrower”), each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 8.6 (together with the Borrower, the “Grantors”), in favor
of General Electric Capital Corporation (“GE Capital”), as collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”) for the Lenders and the L/C Issuers and each
other Secured Party (each as defined in the Credit Agreement referred to below). 
 W I T N E S S E T H: 

WHEREAS, pursuant to the Credit Agreement, dated as of June 18, 2015 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders and the L/C Issuers from time to time party thereto, Goldman Sachs Bank, USA, as the B Term Loan Administrative Agent, GE Capital, as the
Pro Rata Administrative Agent and the Collateral Agent, the Lenders and the L/C Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; 

WHEREAS, each Grantor has agreed to guaranty the Obligations (as defined in the Credit Agreement) of each other Loan Party; 

WHEREAS, each Grantor will derive substantial direct and indirect benefits from the making of the extensions of credit under the Credit
Agreement; and 
 WHEREAS, it is a condition precedent to the obligation of the Lenders and the L/C Issuers to make their respective
extensions of credit to the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Collateral Agent; 

NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the L/C Issuers and the Agents to enter into the Credit Agreement
and to induce the Lenders and the L/C Issuers to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the Collateral Agent as follows: 

ARTICLE I 
 DEFINED TERMS 

Section 1.1 Definitions. (a) Capitalized terms used herein without definition are used as defined in the Credit
Agreement. 
 (b) The following terms have the meanings given to them in the UCC and terms used herein without definition that are defined
in the UCC have the meanings given to them in the UCC (such meanings to be equally applicable to both the singular and plural forms of the terms defined): “account”, “account debtor”, “as-extracted
collateral”, “certificated security”, “chattel paper”, “commercial tort claim”, “commodity contract”, “deposit account”, “document”,
“electronic chattel paper”, “equipment”, “farm products”, “fixtures”, “general intangible”, “goods”, “health-care-insurance
receivable”, “instruments”, “inventory”, “investment property”, “letter-of-credit right”, “proceeds”, “record”, “securities
account”, “security”, “supporting obligation” and “tangible chattel paper”. 

(c) The following terms shall have the following meanings: 

“Affiliate Guarantor” means any Guarantor that is a Subsidiary or other Affiliate of the Borrower other than the Excluded
Foreign Subsidiaries and Unrestricted Subsidiaries. 
 “Agreement” means this Guaranty and Security Agreement. 







 “Applicable IP Office” means the United States Patent and Trademark Office, the
United States Copyright Office or any similar office, authority or agency within or outside the United States. 

“Collateral” has the meaning specified in Section 3.1. 

“Excluded Equity” means any voting stock in excess of 65% of the outstanding voting stock of any Excluded Foreign Subsidiary.
For the purposes of this definition, “voting stock” means, with respect to any issuer, the issued and outstanding shares of each class of Stock of such issuer entitled to vote (within the meaning of Treasury Regulations
§ 1.956-2(c)(2)). 
 “Excluded Property” means, collectively, (i) Excluded Equity, (ii) any permit or
license of, or any Contractual Obligation entered into by, any Grantor (A) that prohibits or requires the consent of any Person other than the Borrower and its Affiliates as a condition to the creation by such Grantor of a Lien on any right,
title or interest in such permit, license or Contractual Obligation or any Stock or Stock Equivalent related thereto or (B) to the extent that any Requirement of Law applicable thereto prohibits the creation of a Lien thereon, but only, with
respect to the prohibition in preceding sublcauses (A) and (B), to the extent and for as long as, such prohibition is not terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Requirement of
Law or required consent is not obtained (and immediately upon the lapse, termination, unenforceability or ineffectiveness of any such prohibition or grant of such required consent, the Collateral shall include, and Grantors shall be deemed to have
automatically granted a security interest in, all such permits, licenses, Contractual Obligations or Stock or Stock Equivalents no longer subject to such prohibition or required consent), (iii) any fixed or capital assets (including any
associated software or other general intangibles) owned by any Grantor that is subject to a purchase money Lien or a Capital Lease if the Contractual Obligation pursuant to which such Lien is granted (or in the document providing for such Capital
Lease) prohibits or requires the consent of any Person other than the Borrower and its Affiliates as a condition to the creation of any other Lien on such equipment, (iv) any “intent to use” Trademark applications for which a
statement of use, or an amendment to allege use, has not been accepted by the U.S. Patent and Trademark Office (but only until such statement, or an amendment to allege use, is accepted), (v) capital stock or other equity interests of the
P&G JV Companies, (vi) except as otherwise required by Section 7.14 of the Credit Agreement, any Margin Stock owned by such Grantor, (vii) Selfcare Technology, Inc.’s 50% joint venture interests in SelfCare-PMB, LLC,
(viii) any capital stock or other equity interest of Orgenics Ltd. held by the Borrower for so long as the terms of the Indebtedness of Orgenics Ltd. or Orgenics International Holdings, B.V. prohibit such pledge or would give rise to an event
of default thereunder; and (ix) assets of any Unrestricted Subsidiary or any Stock, Stock Equivalents or any other equity interests of any Unrestricted Subsidiary (until such time, if at all, as such Unrestricted Subsidiary becomes a Subsidiary
and Loan Party in accordance with the Credit Agreement); provided, however, “Excluded Property” shall not include (x) any proceeds, products, substitutions or replacements of Excluded Property (unless such proceeds,
products, substitutions or replacements would otherwise constitute Excluded Property) or (y) any property owned by a Grantor that is pledged as collateral to secure any Permitted Additional Debt. 

“Foreign Registered IP” means any Intellectual Property registered (or for which an application for registration has been
filed) in any Applicable IP Office outside of the United States. 
 “Guaranteed Obligations” has the meaning set forth in
Section 2.1. 
 “Guarantor” means each Grantor other than the Borrower. 

“Guaranty” means the guaranty of the Guaranteed Obligations made by the Guarantors as set forth in this Agreement. 

“Intercompany Obligations” has the meaning set forth in Section 8.14(a). 

  
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 “Pledged Certificated Stock” means all certificated securities and any other
Stock or Stock Equivalent of any Person evidenced by a certificate, instrument or other similar document (as defined in the UCC), in each case directly owned by any Grantor, and any distribution in the form of any certificated securities, Stock or
Stock Equivalent made on, in respect of or in exchange for the foregoing from time to time, exceeding $1,000,000 in the aggregate for any particular issuer thereof, including all Stock and Stock Equivalents listed on Schedule 5. Pledged
Certificated Stock excludes all Excluded Property that would otherwise constitute “Pledged Certificated Stock”. 

“Pledged Collateral” means, collectively, the Pledged Stock and the Pledged Debt Instruments, excluding all Excluded Property
that would otherwise constitute “Pledged Collateral”. 
 “Pledged Debt Instruments” means all right, title and
interest of any Grantor in instruments evidencing any Indebtedness owed to such Grantor or other obligations, and any distribution in the form of any instrument evidencing any such Indebtedness made on, in respect of or in exchange for the foregoing
from time to time, including all such instruments described on Schedule 5 issued by the obligors named therein, excluding all Excluded Property that would otherwise constitute “Pledged Debt Instruments”. 

“Pledged Investment Property” means any investment property of any Grantor, and any distribution of property in the form of
any such investment property made on, in respect of or in exchange for the foregoing from time to time, other than any Pledged Stock or Pledged Debt Instruments, excluding all Excluded Property that would otherwise constitute “Pledged
Investment Property”. 
 “Pledged Stock” means all Pledged Certificated Stock and all Pledged Uncertificated Stock,
excluding all Excluded Property that would otherwise constitute “Pledged Stock”. 
 “Pledged Uncertificated
Stock” means any Stock or Stock Equivalents of any Person that is not Pledged Certificated Stock, including all right, title and interest of any Grantor as a limited or general partner in any partnership not constituting Pledged
Certificated Stock or as a member of any limited liability company, all right, title and interest of any Grantor in, to and under any Constituent Document of any partnership or limited liability company to which it is a party, and any distribution
of property in the form of any such stock or stock equivalent made on, in respect of or in exchange for the foregoing from time to time, including in each case those interests set forth on Schedule 5, to the extent such interests are not
certificated, excluding all Excluded Property that would otherwise constitute “Pledged Uncertificated Stock”. 

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding
$10,000,000 at the time the relevant Guaranty Obligation or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the
Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity
Exchange Act. 
 “Secured Obligations” has the meaning set forth in Section 3.2. 

“Security Cash Collateral Account” means a Cash Collateral Account that is not an L/C Cash Collateral Account. 

“Senior Obligations” has the meaning set forth in Section 8.14(a). 

“Software” means (a) all computer programs, including source code and object code versions, (b) all data, databases
and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing. 

  
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 “UCC” means the Uniform Commercial Code as from time to time in effect in the
State of New York; provided, however, in the event that any of the attachment, perfection or priority of the Collateral Agent’s or any other Secured Party’s security interest in any Collateral is governed by the Uniform
Commercial Code of a jurisdiction other than the State of New York, “UCC” shall mean the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such
attachment, perfection or priority and for purposes of the definitions related to or otherwise used in such provisions. 

“Vehicles” means all vehicles covered by a certificate of title law of any state. 

Section 1.2 Certain Other Terms. (a) The meanings given to terms defined herein shall be equally applicable to both
the singular and plural forms of such terms. The terms “herein”, “hereof” and similar terms refer to this Agreement as a whole and not to any particular Article, Section or clause in this Agreement. References herein to an Annex,
Schedule, Article, Section or clause refer to the appropriate Annex or Schedule to, or Article, Section or clause in this Agreement. Where the context requires, provisions relating to any Collateral when used in relation to a Grantor shall refer to
such Grantor’s Collateral or any relevant part thereof. 
 (b) Section 1.5 of the Credit Agreement is applicable to this
Agreement as and to the extent set forth therein. 
 (c) The term “payment in full” or “paid in full” with respect to
the Obligations, the Secured Obligations or the Senior Obligations means (A) termination of the Commitments, (B) payment and satisfaction in full in cash of all Loans, all L/C Reimbursement Obligations and all other Obligations payable in
cash that any Agent has been notified in writing are then due and payable in cash by the holder of such obligation, (C) deposit of cash collateral with respect to all contingent Obligations (other than contingent indemnification obligations as
to which no claim has been asserted) (or, in the case of any L/C Obligation, a back-up letter of credit has been issued), in amounts required under the Credit Agreement and on terms and conditions and with parties satisfactory to the Administrative
Agents and each Indemnitee that is owed such Obligations and (D) to the extent requested by any Agent, receipt by the Secured Parties of liability releases from the Loan Parties each in form and substance acceptable to the Agents. 

ARTICLE II 
 GUARANTY 

Section 2.1 Guaranty. To induce the Lenders to make the Loans, the L/C Issuers to Issue Letters of Credit, the Secured
Hedge Counterparties to enter into Secured Hedging Agreements and the Secured Treasury Service Creditors to enter into Secured Treasury Services Agreements, each Guarantor hereby, jointly and severally, absolutely, unconditionally and irrevocably
guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, of all the
Obligations of each other Loan Party whether existing on the date hereof or hereinafter incurred or created (the “Guaranteed Obligations”); provided that in no event (x) shall Guaranteed Obligations include any Excluded
Swap Obligations and (y) shall any Unrestricted Subsidiary (so long as same remains an Unrestricted Subsidiary) be a Grantor or a Guarantor. This Guaranty by each Guarantor hereunder constitutes a guaranty of payment and performance and not of
collection. Each Guarantor agrees that its obligations under this Agreement shall not be discharged until the Obligations (other than contingent indemnification obligations as to which no claim has been asserted) are paid in full. Each Guarantor
shall be regarded, and shall be in the same position, as principal debtor with respect to the Guaranteed Obligations. 

  
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 Section 2.2 Limitation of Guaranty. Each Guarantor and each Secured Party (by
its acceptance of the benefits of this Guaranty) hereby confirms that it is its intention that this Guaranty does not constitute a fraudulent transfer or conveyance for purposes of any Fraudulent Transfer Laws (as defined below). To effectuate the
foregoing intention, any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Affiliate Guarantor shall be liable hereunder shall not exceed the maximum amount for
which such Affiliate Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Affiliate Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or
fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively,
“Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such
analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty. 
 Section 2.3
Contribution. To the extent that any Affiliate Guarantor shall be required hereunder to pay any portion of any Guaranteed Obligation exceeding the greater of (a) the amount of the economic benefit actually received by such Affiliate
Guarantor from the Loans and other Obligations and (b) the amount such Affiliate Guarantor would otherwise have paid if such Affiliate Guarantor had paid the aggregate amount of the Guaranteed Obligations (excluding the amount thereof repaid by
the Borrower) in the same proportion as such Affiliate Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Affiliate Guarantors on such date, then such Affiliate Guarantor shall be
reimbursed by such other Affiliate Guarantors for the amount of such excess, pro rata, based on the respective net worth of such other Affiliate Guarantors on such date. 

Section 2.4 Authorization; Other Agreements. The Secured Parties are hereby authorized, without notice to or demand upon
any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following: 

(a) (i) modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment or (iii) waive or
otherwise consent to noncompliance with, any Guaranteed Obligation or any Loan Document; 
 (b) apply to the Guaranteed Obligations any sums
by whomever paid or however realized to any Guaranteed Obligation in such order as provided in the Loan Documents; 
 (c) refund at any time
any payment received by any Secured Party in respect of any Guaranteed Obligation; 
 (d) (i) Sell, exchange, enforce, waive, substitute,
liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner,
(ii) receive, take and hold additional Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and
(iv) otherwise deal in any manner with the Borrower and any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and 

(e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations. 

Section 2.5 Guaranty Absolute and Unconditional. Each Guarantor hereby waives and agrees not to assert any defense, whether
arising in connection with or in respect of any of the following 

  
 5 








 
or otherwise, and hereby agrees that its obligations under this Guaranty are irrevocable, absolute and unconditional and shall not be discharged as a result of or otherwise affected by any of the
following (which may not be pleaded and evidence of which may not be introduced in any proceeding with respect to this Guaranty, in each case except as otherwise agreed in writing by the Administrative Agents): 

(a) the invalidity or unenforceability of any obligation of the Borrower or any other Guarantor under any Loan Document or any other agreement
or instrument relating thereto (including any amendment, consent or waiver thereto), or any security for, or other guaranty of, any Guaranteed Obligation or any part thereof, or the lack of perfection or continuing perfection or failure of priority
of any security for the Guaranteed Obligations or any part thereof; 
 (b) the absence of (i) any attempt to collect any Guaranteed
Obligation or any part thereof from the Borrower or any other Guarantor or other action to enforce the same or (ii) any action to enforce any Loan Document or any Lien thereunder; 

(c) the failure by any Person to take any steps to perfect and maintain any Lien on, or to preserve any rights with respect to, any
Collateral; 
 (d) any workout, insolvency, bankruptcy proceeding, reorganization, arrangement, liquidation or dissolution by or against the
Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or Affiliates or any procedure, agreement, order, stipulation, election, action or omission thereunder, including any discharge or disallowance of, or bar or stay against
collecting, any Guaranteed Obligation (or any interest thereon) in or as a result of any such proceeding; 
 (e) any foreclosure, whether or
not through judicial sale, and any other Sale of any Collateral or any election following the occurrence of an Event of Default by any Secured Party to proceed separately against any Collateral in accordance with such Secured Party’s rights
under any applicable Requirement of Law; or 
 (f) any other defense, setoff, counterclaim or any other circumstance that might otherwise
constitute a legal or equitable discharge of the Borrower, any other Guarantor or any of the Borrower’s other Subsidiaries or Affiliates, in each case other than the payment in full of the Guaranteed Obligations. 

Section 2.6 Waivers. Each Guarantor waives (to the fullest extent permitted by applicable law) any defense based on or
arising out of any defense of the Borrower, any other Guarantor or any other party other than payment in full of the Guaranteed Obligations, including, without limitation, any defense based on or arising out of the disability of the Borrower or any
other Guarantor of the Guaranteed Obligations or any other party, or the unenforceability of the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower other than payment in full
of the Guaranteed Obligations. Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice
hereunder including any of the following: (a) any demand for payment or performance and protest and notice of protest, (b) any notice of acceptance, (c) any presentment, demand, protest or further notice or other requirements of
any kind with respect to any Guaranteed Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable , (d) notice of the existence, creation or incurrence of any new or additional liability to which it may
apply and (e) any other notice in respect of any Guaranteed Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Borrower or any other Guarantor. Each Guarantor further unconditionally and
irrevocably agrees, until payment in full of the Obligations in accordance with Section 1.2(c), not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against
the Borrower or any other Guarantor by reason of any Loan Document or any payment made thereunder or (y) if an Event of Default shall have 

  
 6 








 
occurred and be continuing, assert any claim, defense, setoff or counterclaim it may have against any other Loan Party or set off any of its obligations to such other Loan Party against
obligations of such Loan Party to such Guarantor. No obligation of any Guarantor hereunder shall be discharged other than by complete performance and payment in full. 

Section 2.7 Reliance. Each Guarantor hereby assumes responsibility for keeping itself informed of the financial condition
of the Borrower, each other Guarantor and any other guarantor, maker or endorser of any Guaranteed Obligation or any part thereof, and of all other circumstances bearing upon the risk of nonpayment of any Guaranteed Obligation or any part thereof
that diligent inquiry would reveal, and each Guarantor hereby agrees that no Secured Party shall have any duty to advise any Guarantor of information known to it regarding such condition or any such circumstances. In the event any Secured Party, in
its sole discretion, undertakes at any time or from time to time to provide any such information to any Guarantor, such Secured Party shall be under no obligation to (a) undertake any investigation not a part of its regular business routine,
(b) disclose any information that such Secured Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) make any future disclosures of such information or any other
information to any Guarantor. 
 Section 2.8 Keepwell. Each Qualified ECP Guarantor hereby jointly and severally
absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Guarantor to honor all of its obligations under this Guaranty in respect of Swap Obligations
(provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this
Section 2.8, or otherwise under this Guaranty, as it relates to such other Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each
Qualified ECP Guarantor under this Section 2.8 shall remain in full force and effect until the payment in full of the Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 2.8 constitute, and this
Section 2.8 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a (18)(A)(v)(II) of the Commodity Exchange Act. 

ARTICLE III 
 GRANT OF SECURITY
INTEREST 
 Section 3.1 Collateral. For the purposes of this Agreement, all of the following property now owned or at any
time hereafter acquired by a Grantor or in which a Grantor now has or at any time in the future may acquire any right, title or interests is collectively referred to as the “Collateral”: 

(a) all accounts, chattel paper, deposit accounts, documents, equipment, general intangibles, instruments, inventory, investment property,
letter-of-credit rights and any supporting obligations related thereto (including any Pledged Collateral); 
 (b) all commercial tort
claims, including (without limitation) those described on Schedule 1 and on any supplement thereto received by the Collateral Agent pursuant to Section 5.9; 

(c) all books and records pertaining to the other property described in this Section 3.1; 

(d) all property of such Grantor held by any Secured Party, including all property of every description, in the custody of or in transit to
such Secured Party for any purpose, including safekeeping, collection or pledge, for the account of such Grantor or as to which such Grantor may have any right or power, including but not limited to cash; 

  
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 (e) all Intellectual Property, IP Ancillary Rights and Software; 

(f) all other goods (including but not limited to fixtures), personal property and assets of such Grantor, whether tangible or intangible and
wherever located; 
 (g) in the case of the pledge of the shares of Alere Switzerland GmbH (“Swissco”), in all events, only
66% of all of the total shares held by Alere International Holding Corp. in the aggregate in Swissco; and 
 (h) to the extent not otherwise
included, all proceeds of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing; 

provided, however, that “Collateral” shall not include any Excluded Property; and provided, further, that if and when
any property shall cease to be Excluded Property, such property shall automatically be deemed at all times from and after the date hereof to constitute Collateral. 

Section 3.2 Grant of Security Interest in Collateral. Each Grantor, as collateral security for the prompt and complete
payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Obligations of such Grantor (the “Secured Obligations”), hereby mortgages, pledges and hypothecates to the Collateral Agent for the
benefit of the Secured Parties, and hereby grants to the Collateral Agent for the benefit of the Secured Parties, a Lien on and continuing security interest in, all of its right, title and interest in, to and under the Collateral of such Grantor;
provided that in no event shall Secured Obligations be deemed to include any Excluded Swap Obligations. 
 ARTICLE IV 

REPRESENTATIONS AND WARRANTIES 

To induce the Lenders, the L/C Issuers, the Administrative Agents and the Collateral Agent to enter into the Loan Documents, each Grantor
hereby represents and warrants each of the following to the Administrative Agents, the Collateral Agent, the Lenders, the L/C Issuers and the other Secured Parties: 

Section 4.1 Title; No Other Liens. Except for the Lien granted to the Collateral Agent, for the benefit of the Secured
Parties, pursuant to this Agreement and other Permitted Liens under any Loan Document (including Section 4.2), such Grantor owns each item of the Collateral free and clear of any and all Liens. Such Grantor (a) is the record, legal
and beneficial owner of the Collateral pledged by it hereunder constituting instruments or certificated securities and (b) has rights in or the power to transfer each other item of Collateral in which a Lien is granted by it hereunder, free and
clear of any other Lien, other than Permitted Liens. 
 Section 4.2 Perfection and Priority. The security interest
granted pursuant to this Agreement constitutes a valid and continuing perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, in all Collateral subject, for the following Collateral, to the occurrence of
the following: (i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 2 (which, in the
case of all filings and other documents referred to on such schedule, have been delivered to the Collateral Agent in completed and duly authorized form), (ii) with respect to any deposit account or any securities account, the execution of
Control Agreements, (iii) in the case of all Copyrights, Trademarks and Patents for which UCC filings are insufficient, all appropriate filings having been made with the United States Copyright Office, the United States Patent and Trademark
Office, or any other Applicable IP Office or similar office, agency or authority outside the United States, as applicable, (iv) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a


  
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Contractual Obligation granting control to the Collateral Agent over such letter-of-credit rights, (v) in the case of electronic chattel paper, the completion of all steps necessary to grant
control to the Collateral Agent over such electronic chattel paper, and (vi) in the case of Vehicles, the actions required under Section 5.1(e). Subject to the taking of all relevant actions described in the preceding sentence, such
security interest shall be prior to all other Liens on the Collateral, except for Customary Permitted Liens and Liens permitted by Sections 8.2(c), (d), (h), (i) and (j) of the Credit Agreement having
priority over the Collateral Agent’s Lien or unless otherwise permitted by any Loan Document, upon (i) in the case of all Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property, the delivery to the Collateral
Agent of such Pledged Certificated Stock, Pledged Debt Instruments and Pledged Investment Property consisting of instruments and certificates, in each case properly endorsed for transfer to the Collateral Agent or in blank, (ii) in the case of
all Pledged Investment Property not in certificated form, the execution of Control Agreements with respect to such investment property and (iii) in the case of all other instruments and tangible chattel paper that are not Pledged Certificated
Stock, Pledged Debt Instruments or Pledged Investment Property, the delivery to the Collateral Agent of such instruments and tangible chattel paper. Except as set forth in this Section 4.2, all actions by each Grantor necessary or
desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken as of the date hereof and all such actions shall be taken by each Grantor at such times required under Section 5.7. 

Section 4.3 Jurisdiction of Organization; Chief Executive Office. Such Grantor’s (a) jurisdiction of organization
or formation, (b) exact legal name (as it appears in such Grantor’s Constituent Documents), (c) organizational identification number, if any, issued by the jurisdiction of organization or formation, (d) type of organization,
(e) Federal Taxpayer Identification Number, (f) location of its chief executive office or sole place of business, (g) legal name or jurisdiction of organization or formation if different than otherwise provided in this
Section 4.3 within the prior five (5)-year period, in each case as of the date hereof, is specified on Schedule 3. 

Section 4.4 Locations of Inventory, Equipment and Books and Records. On the date hereof, such Grantor’s inventory and
equipment (other than inventory or equipment in transit) with an aggregate value in excess of $5,000,000 per location and material books and records concerning the Collateral are kept at the locations listed on Schedule 4. 

Section 4.5 Pledged Collateral. (a) The Pledged Stock pledged by such Grantor hereunder (i) as of the date hereof
is listed on Schedule 5 and if the issuer is a Subsidiary of such Grantor, constitutes that percentage of the issued and outstanding equity of all classes of each issuer thereof as set forth on Schedule 5, (ii) if the
issuer is a Subsidiary of such Grantor, has been duly authorized, validly issued and is fully paid and nonassessable (other than Pledged Stock in limited liability companies and partnerships) and (iii) if the issuer is a Subsidiary of such
Grantor, constitutes the legal, valid and binding obligation of the obligor with respect thereto, enforceable in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws affecting creditors’ rights generally or by general equitable principles relating to enforceability. 

(b) As of the Closing Date, all Pledged Collateral (other than Pledged Uncertificated Stock) and all Pledged Investment Property, in each
case, consisting of instruments and certificates, accompanied by such stock powers, allonges or other instruments of transfer or assignment duly executed in blank, have been delivered to the Collateral Agent in accordance with
Section 5.3(a), except to the extent provided for under Section 7.13 of the Credit Agreement. 
 (c) Upon the
occurrence and during the continuance of an Event of Default, the Collateral Agent shall be entitled to exercise all of the rights of the Grantor granting the security interest in any Pledged Stock of any issuer that is a wholly owned subsidiary of
such Grantor, and a transferee or assignee of such Pledged Stock shall become a holder of such Pledged Stock to the same extent as such Grantor. 

  
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 Section 4.6 Instruments and Tangible Chattel Paper Formerly Accounts. No
amount payable to such Grantor under or in connection with any account is evidenced by any instrument or tangible chattel paper that has not been delivered to the Collateral Agent, properly endorsed for transfer, to the extent delivery is required
by Section 5.6(a). 
 Section 4.7 Intellectual Property. Schedule 6 sets forth, as of the date
hereof, a true and complete list in all material respects of the Patents, Trademarks and Copyrights owned by such Grantor and registered by such Grantor or subject to applications for registration by such Grantor in any Applicable IP Office,
including (i) the Grantor that is the owner thereof, (ii) the title of such Patent, Trademark, or Copyright, (iii) if applicable, the jurisdiction in which such item has been registered or in which an application for registration has
been filed and (iv) if applicable and if determined and available, the registration or application number and registration or application date. From time to time, at the Collateral Agent’s reasonable request, each Grantor shall deliver a
list of (i) material inbound IP Licenses of such Grantor, (ii) to the extent available or applicable, all material outbound IP Licenses to non-Affiliates and (iii) material Internet Domain Names. 

Section 4.8 Commercial Tort Claims. The only commercial tort claims of any Grantor existing on the date hereof (regardless
of whether the amount, defendant or other material facts can be determined and regardless of whether such commercial tort claim has been asserted, threatened or has otherwise been made known to the obligee thereof or whether litigation has been
commenced for such claims) are those listed on Schedule 1, which sets forth such information separately for each Grantor. 

Section 4.9 Specific Collateral. None of the Collateral is or is proceeds or products of farm products, as-extracted
collateral, health-care-insurance receivables or timber to be cut. 
 Section 4.10 Promissory Notes. Schedule 7
hereto sets forth for each Grantor a list of all promissory notes and debt securities in the form of instruments payable or due to such Grantor by or from any other Person (including any other Grantor) as of the date hereof that will not be repaid
on the Closing Date. 
 Section 4.11 Representations and Warranties of the Credit Agreement. The representations and
warranties as to such Grantor and its Subsidiaries made by the Borrower in Article IV of the Credit Agreement are true and correct in all material respects (provided, that if any representation or warranty is by its terms qualified by
concepts of materiality, such representation shall be true and correct in all respects) on and as of the date made or, to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date. 

ARTICLE V 
 COVENANTS 

Each Grantor agrees with the Collateral Agent to the following, until payment in full of the Obligations in accordance with
Section 1.2(c) and unless the Required Lenders otherwise consent in writing: 
 Section 5.1 Maintenance of
Perfected Security Interest; Further Documentation and Consents. (a) Generally. Such Grantor shall not use or permit any Collateral to be used in violation of any provision of any Loan Document or any Related Document, or in
violation in any material respect of any Requirement of Law or any policy of insurance covering the Collateral. 

  
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 (b) Such Grantor shall maintain the security interest created by this Agreement as a perfected
security interest having at least the priority described in Section 4.2 and shall defend such security interest and such priority against the claims and demands of all Persons. 

(c) Subject to the reporting requirements contained in Section 5.7, such Grantor shall furnish to the Collateral Agent from time
to time statements and schedules further identifying and describing the Collateral and such other documents in connection with the Collateral as the Collateral Agent may reasonably request, all in reasonable detail and in form and substance
satisfactory to the Collateral Agent. 
 (d) At any time and from time to time, upon the written request of the Collateral Agent, such
Grantor shall, for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, (i) promptly and duly execute and deliver, and have recorded, such further documents, including an
authorization to file (or, as applicable, the filing) of any financing statement or amendment under the UCC (or other filings under similar Requirements of Law) in effect in any jurisdiction with respect to the security interest created hereby and
(ii) take such further action as the Collateral Agent may reasonably request, including (A) during such time as an Event of Default shall have occurred and be continuing, using its commercially reasonable efforts to secure all approvals
necessary or appropriate for the assignment to or for the benefit of the Collateral Agent of any Contractual Obligation, including any IP License, held by such Grantor and to enforce the security interests granted hereunder and (B) executing
and delivering any Control Agreements with respect to deposit accounts and securities accounts to the extent required under Section 7.11 of the Credit Agreement. 

(e) If requested by the Collateral Agent, the Grantor shall arrange for the Collateral Agent’s first priority security interest, subject
to Permitted Liens, to be noted on the certificate of title of each Vehicle and shall file any other necessary documentation in each jurisdiction that the Collateral Agent shall deem advisable to perfect its security interests in any Vehicle. 

(f) To ensure that any of the Excluded Property set forth in clause (ii) of the definition of “Excluded Property”
becomes part of the Collateral (other than Excluded Property that exists on the date hereof), such Grantor shall use good faith efforts, at the Collateral Agent’s request, to obtain any required consents from any Person other than the Borrower
and its Affiliates with respect to any material permit or material license or any material Contractual Obligation with such Person entered into by such Grantor that requires such consent as a condition to the creation by such Grantor of a Lien on
any right, title or interest in such permit, license or Contractual Obligation (other than with respect to any such property which is immaterial) or any Stock or Stock Equivalent related thereto. 

Section 5.2 Changes in Locations, Name, Etc. Except upon 10 days’ (or such shorter period as may be agreed by the
Collateral Agent) prior written notice to the Collateral Agent and delivery to the Collateral Agent of (a) all documents reasonably requested by the Collateral Agent to maintain the validity, perfection and priority of the security interests
provided for herein and (b) if applicable, a written supplement to Schedule 4 showing any additional locations at which inventory or equipment shall be kept, such Grantor shall not do any of the following: 

(i) permit any inventory or equipment with an aggregate value in excess of $5,000,000 for such location to be kept at a
location other than those listed on Schedule 4, except for inventory or equipment in transit, located at customer sites, or in the possession of a third party for repair or service in the ordinary course of business; 

(ii) change its jurisdiction of organization or its location (as defined under Section 9-307 of the UCC), in each case
from that referred to in Section 4.3; or 

  
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 (iii) change its legal name or corporation, limited liability company,
partnership or other organizational structure to such an extent that any financing statement filed in connection with this Agreement would become misleading. 

Section 5.3 Pledged Collateral; Other Matters. (a) Delivery of Pledged Collateral. Such Grantor shall
(i) promptly after such Grantor obtains possession thereof, deliver to the Collateral Agent (A) all Pledged Certificated Stock, (B) all Pledged Debt Instruments in excess of $1,000,000 for any particular issuer thereof and
(C) all certificates and instruments evidencing Pledged Investment Property in excess of $1,000,000 for any particular issuer thereof, in each case, accompanied by such undated stock powers, allonges or other instruments of transfer or
assignment duly executed in blank as the Collateral Agent may reasonably specify and (ii) maintain all other Pledged Investment Property in a Controlled Securities Account to the extent such Pledged Investment Property constitutes
“investment property” under Section 9-102(a)(49) of the UCC. 
 (b) Event of
Default. During the continuance of an Event of Default, the Collateral Agent shall have the right, at any time in its discretion and without notice to the Grantor, to (i) transfer to or to register in its name or in the name of its nominees
any Pledged Collateral or any Pledged Investment Property and (ii) exchange any certificate or instrument representing or evidencing any Pledged Collateral or any Pledged Investment Property for certificates or instruments of smaller or larger
denominations. 
 (c) Cash Distributions with respect to Collateral. Except as provided in Article VI, such Grantor shall
be entitled to receive all cash dividends or other distributions or payments paid in respect of the Pledged Collateral, the Pledged Investment Property or any other Collateral. 

(d) Voting Rights. Except as provided in Article VI, such Grantor shall be entitled to exercise all voting, consent and
corporate, partnership, limited liability company and similar rights with respect to the Pledged Collateral or the Pledged Investment Property; provided, however, that no vote shall be cast, consent given or right exercised or other action
taken by such Grantor that would result in any violation of any provision of any Loan Document. 
 Section 5.4 Accounts.
If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to make test verifications of the Accounts in any manner and through any medium that it reasonably considers advisable, and such Grantor shall
furnish all such assistance and information as the Collateral Agent may reasonably require in connection therewith. If an Event of Default shall have occurred and be continuing, upon the Collateral Agent’s request, such Grantor shall cause
independent public accountants or others satisfactory to the Collateral Agent to furnish to the Administrative Agent reports showing reconciliations, aging and test verifications of, and trial balances for, the accounts. 

Section 5.5 Commodity Contracts. Such Grantor shall not have any commodity contract other than subject to a Control
Agreement. 
 Section 5.6 Delivery of Instruments and Tangible Chattel Paper and Control of Investment Property,
Letter-of-Credit Rights and Electronic Chattel Paper. (a) If any amount in excess of $5,000,000 payable under or in connection with any Collateral owned by such Grantor shall be or become evidenced by an instrument or tangible chattel paper
other than such instrument delivered in accordance with Section 5.3(a) and in the possession of the Collateral Agent, at the request of the Collateral Agent, such Grantor shall mark all such instruments and tangible chattel paper with
the following legend: “This writing and the obligations evidenced or secured hereby are subject to the security interest of General Electric Capital Corporation, as Collateral Agent” and, at the request of the Collateral Agent, shall
promptly deliver such instrument or tangible chattel paper to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral Agent. 

  
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 (b) Such Grantor shall not grant “control” (within the meaning of such term under
Article 9-106 of the UCC) over any investment property that constitutes Collateral to any Person other than the Collateral Agent. 
 (c) If
such Grantor is or becomes the beneficiary of a letter of credit that is (i) not a supporting obligation of any Collateral and (ii) in excess of $5,000,000, such Grantor shall promptly, and in any event within 3 Business Days after
becoming a beneficiary, notify the Collateral Agent thereof and thereafter, if requested by the Collateral Agent and consented to by the issuer of such letter of credit or any nominated person, enter into a Contractual Obligation with the Collateral
Agent, the issuer of such letter of credit or such nominated person with respect to the letter-of-credit rights under such letter of credit assigning such letter-of-credit rights to the Collateral Agent in a manner sufficient to grant control for
the purposes of Section 9-107 of the UCC (or any similar section under any equivalent UCC). The provisions of the Contractual Obligation shall be in form and substance reasonably satisfactory to the Collateral Agent. 

(d) If any amount in excess of $5,000,000 payable under or in connection with any Collateral owned by such Grantor shall be or become
evidenced by electronic chattel paper, such Grantor shall take all steps necessary to grant the Collateral Agent control of all such electronic chattel paper for the purposes of Section 9-105 of the UCC (or any similar section under any
equivalent UCC) and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act. 

Section 5.7 Intellectual Property. (a) The Grantors shall deliver to Collateral Agent within 60 days of each
anniversary of the Closing Date, and at such times reasonably requested by the Collateral Agent, a complete and accurate list of each Grantor’s (i) registered United States Patents and all applications therefor, (ii) registered United
States Trademarks and all applications therefor, (iii) registered United States Copyrights and all applications therefore and (iv) Foreign Registered IP and all applications therefor, and promptly upon receipt of such supplement from
Administrative Agent, the applicable Grantors shall execute and deliver a supplement hereto (in form and substance satisfactory to Administrative Agent) to evidence Administrative Agent’s Lien on such Patents, Trademarks or Copyrights, and the
general intangibles of such Grantor relating thereto or represented thereby, subject to the limitations in Section 5.7(f) with respect to Foreign Registered IP. 

(b) Each Grantor shall take all actions necessary or reasonably requested by Collateral Agent to maintain and pursue each application, to
obtain the relevant registration and to maintain the registration of each of the Patents, Trademarks or Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and
opposition and interference and cancellation proceedings, in each case, unless such Grantor determines, in its reasonable business judgment and in good faith, that the prosecution or maintenance of any application or registration is not, or is no
longer, necessary or desirable in the conduct of its business. 
 (c) Unless such Grantor reasonably determines that such Patent, Trademark
and Copyright Collateral is not material to the conduct of the business or operations as a whole of the Group Members, such Grantor shall promptly take such actions to enforce its rights and protect such Patent, Trademark and Copyright Collateral,
whether by action, suit, proceeding or otherwise, as such Grantor shall deem necessary or appropriate under the circumstances in its reasonable business judgment or as Collateral Agent may otherwise reasonably request. 

(d) At such times as required under Sections 5.7(a) and 5.7(e), such Grantor shall execute and deliver to the Collateral Agent
in form and substance reasonably acceptable to the Collateral Agent and suitable for filing in the Applicable IP Office the short-form intellectual property security agreements in the form attached hereto as Annex 3 for all Copyrights,
Trademarks and Patents of such Grantor. 

  
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 (e) At the Collateral Agent’s request (after reasonable consideration of the cost and
expense of recording the Collateral Agent’s Lien in any Foreign Registered IP against the value of such Foreign Registered IP), such owner of any Foreign Registered IP shall execute and deliver to the Collateral Agent a short form intellectual
property security agreement in form and substance reasonably acceptable to the Collateral Agent and suitable for filing in the Applicable IP Office. 

Section 5.8 Notice of Commercial Tort Claims. Such Grantor agrees that, if it shall acquire any interest in any commercial
tort claim with an aggregate value in excess of $500,000 (whether from another Person or because such commercial tort claim shall have come into existence), (i) such Grantor shall, promptly upon such acquisition, deliver to the Collateral
Agent, in each case in form and substance satisfactory to the Collateral Agent, a notice of the existence and nature of such commercial tort claim and a supplement to Schedule 1 containing a specific description of such commercial tort
claim, (ii) Section 3.1 shall apply to such commercial tort claim and (iii) such Grantor shall execute and deliver to the Collateral Agent, in each case in form and substance reasonably satisfactory to the Collateral Agent, any
document, and take all other action, deemed by the Collateral Agent to be reasonably necessary or appropriate for the Collateral Agent to obtain, on behalf of the Lenders, a perfected security interest having at least the priority set forth in
Section 4.2 in all such commercial tort claims. Any supplement to Schedule 1 delivered pursuant to this Section 5.8 shall, after the receipt thereof by the Collateral Agent, become part of Schedule 1
for all purposes hereunder other than in respect of representations and warranties made prior to the date of such receipt. 

Section 5.9 Compliance with Credit Agreement. Such Grantor agrees to comply with all covenants and other provisions
applicable to it under the Credit Agreement, including Sections 2.17, 11.3 and 11.4 of the Credit Agreement and agrees to the same submission to jurisdiction as that agreed to by the Borrower in the Credit Agreement. 

ARTICLE VI 
 REMEDIAL PROVISIONS

 Section 6.1 Code and Other Remedies. (a) UCC Remedies. During the existence and continuance of an Event of
Default, the Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement, any other Loan Document and in any other instrument or agreement securing, evidencing or relating to any Secured Obligation,
all rights and remedies of a secured party under the UCC or any other applicable law. 
 (b) Disposition of Collateral. Without
limiting the generality of the foregoing, the Collateral Agent may, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor
or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), during the existence and continuance of any Event of Default (personally or through its agents or attorneys), (i) enter upon the
premises where any Collateral is located, without any obligation to pay rent, through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice or opportunity for a hearing on the
Collateral Agent’s claim or action, (ii) collect, receive, appropriate and realize upon any Collateral, (iii) instruct the obligor or obligors on any agreement, instrument or other obligation constituting the Collateral to make any
payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent and may exercise any and all remedies of such Grantor in respect of such Collateral, (iv) license or sublicense, whether on an
exclusive or nonexclusive basis, any Trademarks, Domain Names, Patents or Copyrights 

  
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included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine and (v) Sell, grant option or options to
purchase and deliver any Collateral (enter into Contractual Obligations to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon
such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent shall have the right, upon any such public sale or
sales and, to the extent permitted by the UCC and other applicable Requirements of Law, upon any such private sale, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or
equity is hereby waived and released. 
 (c) Management of the Collateral. Each Grantor further agrees, that, during the existence
and continuance of any Event of Default, (i) at the Collateral Agent’s request, it shall assemble the Collateral and make it available to the Collateral Agent at places that the Collateral Agent shall reasonably select, whether at such
Grantor’s premises or elsewhere, (ii) without limiting the foregoing, the Collateral Agent also has the right to require that each Grantor store and keep any Collateral pending further action by the Collateral Agent and, while any such
Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain such Collateral in good condition, (iii) until the Collateral Agent is able to Sell any
Collateral, the Collateral Agent shall have the right to hold or use such Collateral to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Collateral
Agent and (iv) the Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Secured Parties),
with respect to such appointment without prior notice or hearing as to such appointment. The Collateral Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to any
Collateral while such Collateral is in the possession of the Collateral Agent. 
 (d) Application of Proceeds. The Collateral Agent
shall apply the cash proceeds of any action taken by it pursuant to this Section 6.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any
Collateral or in any way relating to the Collateral or the rights of the Collateral Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured
Obligations, as set forth in the Credit Agreement, and only after such application and after the payment by the Collateral Agent of any other amount required by any Requirement of Law, need the Collateral Agent account for the surplus, if any, to
any Grantor. 
 (e) Direct Obligation. Neither the Collateral Agent nor any other Secured Party shall be required to make any demand
upon, or pursue or exhaust any right or remedy against, any Grantor, any other Loan Party or any other Person with respect to the payment of the Obligations or to pursue or exhaust any right or remedy with respect to any Collateral therefor or any
direct or indirect guaranty thereof. All of the rights and remedies of the Collateral Agent and any other Secured Party under any Loan Document shall be cumulative, may be exercised individually or concurrently and not exclusive of any other rights
or remedies provided by any Requirement of Law. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Collateral Agent, any other
Agent or any Lender, any claim, valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety, now or hereafter existing, arising out of the exercise by them of any rights hereunder.
If any notice of a proposed sale or other disposition of any Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. 

  
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 (f) Commercially Reasonable. To the extent that applicable Requirements of Law impose
duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent to do any of the following: 

(i) fail to incur significant costs, expenses or other Liabilities reasonably deemed as such by the Collateral Agent to prepare
any Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition; 

(ii) fail to obtain Permits, or other consents, for access to any Collateral to Sell or for the collection or Sale of any
Collateral, or, if not required by other Requirements of Law, fail to obtain Permits or other consents for the collection or disposition of any Collateral; 

(iii) fail to exercise remedies against account debtors or other Persons obligated on any Collateral or to remove Liens on any
Collateral or to remove any adverse claims against any Collateral; 
 (iv) advertise dispositions of any Collateral through
publications or media of general circulation, whether or not such Collateral is of a specialized nature or to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring any such Collateral;

 (v) exercise collection remedies against account debtors and other Persons obligated on any Collateral, directly or
through the use of collection agencies or other collection specialists, hire one or more professional auctioneers to assist in the disposition of any Collateral, whether or not such Collateral is of a specialized nature or, to the extent deemed
appropriate by the Collateral Agent, obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any Collateral, or utilize Internet sites that
provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets to dispose of any Collateral; 

(vi) dispose of assets in wholesale rather than retail markets; 

(vii) disclaim disposition warranties, such as title, possession or quiet enjoyment; or 

(viii) purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or
disposition of any Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of any Collateral. 
 Each
Grantor acknowledges that the purpose of this Section 6.1 is to provide a non-exhaustive list of actions or omissions that are commercially reasonable when exercising remedies against any Collateral and that other actions or omissions by
the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.1. Without limitation upon the foregoing, nothing contained in this Section 6.1 shall be construed
to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Agreement or by applicable Requirements of Law in the absence of this Section 6.1. 

(g) IP Licenses. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 6.1
(including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, Sell or grant options to purchase any Collateral) at such time as the Collateral Agent shall be lawfully entitled to exercise such
rights and remedies, upon the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, for the benefit of the Secured Parties, (i) an irrevocable, non-exclusive, worldwide


  
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license (exercisable without payment of royalty or other compensation to such Grantor), including in such license the right to sublicense, use and practice any Intellectual Property now owned or
hereafter acquired by such Grantor and access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof and (ii) an irrevocable license (without
payment of rent or other compensation to such Grantor) to use, operate and occupy all Real Property owned, operated, leased, subleased or otherwise occupied by such Grantor. 

(h) P&G Joint Venture. The Collateral Agent, on behalf of the Lenders, the Administrative Agents and L/C Issuer, hereby covenants
that in connection with the exercise of remedies against the Collateral, including in connection with any foreclosure upon the Collateral, not to: (a) take any action which would cause the license rights under the P&G JV License Agreements
to become owned by, licensed to, or sublicensed to, as applicable, any Person who is not either a “Licensee” or “Affiliate”, as applicable, under the applicable P&G JV License Agreement, or (b) exercise any remedies
against or transfer the capital stock or other equity interests of the P&G JV Companies to any Person who is not either a “Licensee” or “Affiliate” or “sublicensee” under the P&G JV License Agreements, to the
extent and upon such terms and conditions as may be agreed to in writing by the Collateral Agent in its discretion. As used herein “P&G JV License Agreements” mean, collectively, (i) the Settlement and Cross-License
agreement, effective September 25, 1998, by and among Carter Wallace, Inc., Carter Wallace Ltd., Unilever NV, Unilever PLC, CONOPCO, Inc. and Unipath Limited and (ii) the License Agreement, effective August 6, 1997, by and between
Selfcare, Inc. and PBM-Selfcare, LLC. 
 Section 6.2 Accounts and Payments in Respect of General Intangibles. (a) In
addition to, and not in substitution for, any similar requirement in the Credit Agreement, if required by the Collateral Agent at any time during the existence and continuance of an Event of Default, any payment of accounts or payment in respect of
general intangibles, when collected by any Grantor, shall be promptly (and, in any event, within 5 Business Days) deposited by such Grantor in the exact form received, duly indorsed by such Grantor to the Collateral Agent, in a Security Cash
Collateral Account, subject to withdrawal by the Collateral Agent as provided in Section 6.4. Until so turned over, such payment shall be held by such Grantor in trust for the Collateral Agent, segregated from other funds of such
Grantor. Each such deposit of proceeds of accounts and payments in respect of general intangibles shall be accompanied by a report identifying in reasonable detail the nature and source of the payments included in the deposit. 

(b) At any time during the existence and continuance of an Event of Default: 

(i) each Grantor shall, upon the Collateral Agent’s request, deliver to the Collateral Agent all copies (or originals if
specifically requested) and other documents evidencing, and relating to, the Contractual Obligations and transactions that gave rise to any account or any payment in respect of general intangibles, including all original orders, invoices and
shipping receipts and notify account debtors that the accounts or general intangibles have been collaterally assigned to the Collateral Agent and that payments in respect thereof shall be made directly to the Collateral Agent; 

(ii) the Collateral Agent may, without notice, at any time during the continuance of an Event of Default, limit or terminate
the authority of a Grantor to collect its accounts or amounts due under general intangibles or any thereof and, in its own name or in the name of others, communicate with account debtors to verify with them to the Collateral Agent’s
satisfaction the existence, amount and terms of any account or amounts due under any general intangible. In addition, the Collateral Agent may at any time enforce such Grantor’s rights against such account debtors and obligors of general
intangibles; and 

  
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 (iii) each Grantor shall take all actions, deliver all documents and provide all
information necessary or reasonably requested by the Collateral Agent to ensure any Internet Domain Name is registered. 
 (c) Anything
herein to the contrary notwithstanding, each Grantor shall remain liable under each account and each payment in respect of general intangibles to observe and perform all the conditions and obligations to be observed and performed by it thereunder,
all in accordance with the terms of any agreement giving rise thereto. No Secured Party shall have any obligation or liability under any agreement giving rise to an account or a payment in respect of a general intangible by reason of or arising out
of any Loan Document or the receipt by any Secured Party of any payment relating thereto, nor shall any Secured Party be obligated in any manner to perform any obligation of any Grantor under or pursuant to any agreement giving rise to an account or
a payment in respect of a general intangible, to make any payment, to make any inquiry as to the nature or the sufficiency of any payment received by it or as to the sufficiency of any performance by any party thereunder, to present or file any
claim, to take any action to enforce any performance or to collect the payment of any amounts that may have been assigned to it or to which it may be entitled at any time or times. 

Section 6.3 Pledged Collateral. (a) Voting Rights. During the existence and continuance of an Event of Default,
upon notice by the Collateral Agent to the relevant Grantor or Grantors, the Collateral Agent or its nominee may exercise (A) any voting, consent, corporate and other right pertaining to the Pledged Stock at any meeting of shareholders,
partners or members, as the case may be, of the relevant issuer or issuers of Pledged Stock or otherwise and (B) any right of conversion, exchange and subscription and any other right, privilege or option pertaining to the Pledged Stock as if
it were the absolute owner thereof (including the right to exchange at its discretion any Pledged Stock upon the merger, amalgamation, consolidation, reorganization, recapitalization or other fundamental change in the corporate or equivalent
structure of any issuer of Pledged Stock, the right to deposit and deliver any Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may determine),
all without liability except to account for property actually received by it; provided, however, that the Collateral Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible
for any failure to do so or delay in so doing. 
 (b) Proxies. In order to permit the Collateral Agent to exercise the voting and
other consensual rights that it may be entitled to exercise pursuant hereto and to receive all dividends and other distributions that it may be entitled to receive hereunder, (i) each Grantor shall promptly execute and deliver (or cause to be
executed and delivered) to the Collateral Agent all such proxies, dividend payment orders and other instruments as the Collateral Agent may from time to time reasonably request and (ii) without limiting the effect of clause (i)
above, such Grantor hereby grants to the Collateral Agent an irrevocable proxy to vote all or any part of the Pledged Stock and to exercise all other rights, powers, privileges and remedies to which a holder of the Pledged Stock would be entitled
(including giving or withholding written consents of shareholders, partners or members, as the case may be, calling special meetings of shareholders, partners or members, as the case may be, and voting at such meetings), which proxy shall be
effective, automatically and without the necessity of any action (including any transfer of any Pledged Stock on the record books of the issuer thereof) by any other person (including the issuer of such Pledged Stock or any officer or agent
thereof), during the continuance of an Event of Default and which proxy shall only terminate upon the payment in full of the Obligations in accordance with Section 1.2(c). 

(c) Authorization of Issuers. Each Grantor hereby expressly irrevocably authorizes and instructs, without any further instructions from
such Grantor, each issuer of any Pledged Stock pledged hereunder by such Grantor to (i) comply with any instruction received by it from the Collateral Agent in writing that states that an Event of Default exists and is continuing and is
otherwise in 

  
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accordance with the terms of this Agreement and each Grantor agrees that such issuer shall be fully protected from Liabilities to such Grantor in so complying and (ii) if required by the
Collateral Agent at any time during the existence or continuance of an Event of Default, pay any dividend or make any other payment with respect to the Pledged Stock directly to the Collateral Agent. 

Section 6.4 Proceeds to be Turned over to and Held by Collateral Agent. If required by the Collateral Agent at any time
during the existence or continuance of an Event of Default, all proceeds of any Collateral received by any Grantor hereunder in cash or Cash Equivalents shall be held by such Grantor in trust for the Collateral Agent and the other Secured Parties,
segregated from other funds of such Grantor, and shall, promptly upon receipt by any Grantor, be turned over to the Collateral Agent in the exact form received (with any necessary endorsement). Only so long as an Event of Default exists, all such
proceeds of Collateral and any other proceeds of any Collateral received by the Collateral Agent in cash or Cash Equivalents shall be held by the Collateral Agent in a Security Cash Collateral Account. All proceeds being held by the Collateral Agent
in a Security Cash Collateral Account (or by such Grantor in trust for the Collateral Agent) shall continue to be held as collateral security for the Secured Obligations and shall not constitute payment thereof until applied as provided in the
Credit Agreement. 
 Section 6.5 Sale of Pledged Collateral. (a) Each Grantor recognizes that the Collateral Agent
may be unable to effect a public sale of any Pledged Collateral by reason of certain prohibitions contained in the Securities Act and applicable state or foreign securities laws or otherwise or may determine that a public sale is impracticable, not
desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for
investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such
circumstances, to the extent that the Collateral Agent elects to conduct such private sale, such election shall be deemed commercially reasonable; provided that such private sale is conducted in a commercially reasonable manner. The
Collateral Agent shall be under no obligation to delay a sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register such securities for public sale under the Securities Act or under applicable state
securities laws even if such issuer would agree to do so. 
 (b) Each Grantor agrees to use its best efforts to do or cause to be done all
such other acts as may be necessary to make such sale or sales of any portion of the Pledged Collateral pursuant to this Section 6.5 valid and binding and in compliance with all applicable Requirements of Law. Each Grantor further agrees
that a breach of any covenant contained in this Section 6.5 will cause irreparable injury to the Collateral Agent and other Secured Parties, that the Collateral Agent and the other Secured Parties have no adequate remedy at law in
respect of such breach and, as a consequence, that each and every covenant contained in this Section 6.5 shall be specifically enforceable against such Grantor, and such Grantor hereby waives and agrees not to assert any defense against
an action for specific performance of such covenants except for a defense that no Event of Default has occurred under the Credit Agreement. 

Section 6.6 Deficiency. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other
disposition of any Collateral are insufficient to pay in full the Obligations in accordance with Section 1.2(c) including, the fees and disbursements of any attorney employed by the Collateral Agent or any other Secured Party to collect
such deficiency. 

  
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 ARTICLE VII 

THE COLLATERAL AGENT 

Section 7.1 Collateral Agent’s Appointment as Attorney-in-Fact. (a) Each Grantor hereby irrevocably constitutes
and appoints the Collateral Agent and any Related Person thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such
Grantor or in its own name, for the purpose of carrying out the terms of the Loan Documents, to take any appropriate action and to execute any document or instrument that may be necessary or desirable to accomplish the purposes of the Loan
Documents, and, without limiting the generality of the foregoing, each Grantor hereby gives the Collateral Agent and its Related Persons the power and right, on behalf of such Grantor, without notice to or assent by such Grantor, to do any of the
following when an Event of Default exists and is continuing: 
 (i) in the name of such Grantor, in its own name or
otherwise, take possession of and indorse and collect any check, draft, note, acceptance or other instrument for the payment of moneys due under any account or general intangible or with respect to any other Collateral and file any claim or take any
other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any such moneys due under any account or general intangible or with respect to any other Collateral
whenever payable; 
 (ii) in the case of any Intellectual Property owned by or licensed to the Grantors, execute, deliver and
have recorded any document that the Collateral Agent may request to evidence, effect, publicize or record the Collateral Agent’s security interest in such Intellectual Property and the goodwill and general intangibles of such Grantor relating
thereto or represented thereby; 
 (iii) pay or discharge taxes and Liens levied or placed on or threatened against any
Collateral, effect any repair or pay any insurance called for by the terms of the Credit Agreement (including all or any part of the premiums therefor and the costs thereof); 

(iv) execute, in connection with any sale provided for in Section 6.1 or Section 6.5, any document to
effect or otherwise necessary or appropriate in relation to evidence the Sale of any Collateral; or 
 (v) (A) direct any
party liable for any payment under any Collateral to make payment of any moneys due or to become due thereunder directly to the Collateral Agent or as the Collateral Agent shall direct, (B) ask or demand for, and collect and receive payment of
and receipt for, any moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral, (C) sign and indorse any invoice, freight or express bill, bill of lading, storage or warehouse receipt,
draft against debtors, assignment, verification, notice and other document in connection with any Collateral, (D) commence and prosecute any suit, action or proceeding at law or in equity in any court of competent jurisdiction to collect any
Collateral and to enforce any other right in respect of any Collateral, (E) defend any actions, suits, proceedings, audits, claims, demands, orders or disputes brought against such Grantor with respect to any Collateral, (F) settle,
compromise or adjust any such actions, suits, proceedings, audits, claims, demands, orders or disputes and, in connection therewith, give such discharges or releases as the Collateral Agent may deem appropriate, (G) assign any Intellectual
Property owned by the Grantors or any IP Licenses of the Grantors throughout the world on such terms and conditions and in such manner as the Collateral Agent shall in its sole discretion determine, including the execution and filing of any document
necessary to effectuate or record such assignment and (H) generally, Sell, grant a Lien on, make any Contractual Obligation with 

  
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respect to and otherwise deal with, any Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes and do, at the Collateral Agent’s
option, at any time or from time to time, all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon any Collateral and the Secured Parties’ security interests therein and to effect the intent of the Loan
Documents, all as fully and effectively as such Grantor might do. 
 (b) If any Grantor fails to perform or comply with any Contractual
Obligation contained herein, the Collateral Agent, at its option, but without any obligation so to do, may perform or comply, or otherwise cause performance or compliance, with such Contractual Obligation. 

(c) The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.1, together
with interest thereon at a rate set forth in Section 2.9 of the Credit Agreement, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Grantor, shall be payable by such Grantor to the Collateral Agent
on demand. 
 (d) Each Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue of this
Section 7.1. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created hereby are released. 

Section 7.2 Authorization to File Financing Statements. Each Grantor authorizes the Collateral Agent and its Related
Persons, at any time and from time to time, to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect to any Collateral in such form and in such offices as the Collateral Agent
reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement, and such financing statements and amendments may described the Collateral covered thereby as “all assets of the debtor”. Such
Grantor also hereby ratifies its authorization for the Collateral Agent to have filed any initial financing statement or amendment thereto under the UCC (or other similar laws) in effect in any jurisdiction if filed prior to the date hereof. 

Section 7.3 Authority of Collateral Agent. Each Grantor acknowledges that the rights and responsibilities of the Collateral
Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or
arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the
Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation or
entitlement to make any inquiry respecting such authority. 
 Section 7.4 Duty; Obligations and Liabilities.
(a) Duty of Collateral Agent. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as the Collateral
Agent deals with similar property for its own account. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s interest in the Collateral and shall not impose any duty upon the Collateral Agent to
exercise any such powers. The Collateral Agent shall be accountable only for amounts that it receives as a result of the exercise of such powers, and neither it nor any of its Related Persons shall be responsible to any Grantor for any act or
failure to act hereunder, except for their own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision. In addition, the Collateral Agent shall not be liable or responsible for
any loss or damage to any 

  
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Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehousemen, carrier, forwarding agency, consignee or other bailee if such Person has been
selected by the Collateral Agent in good faith. 
 (b) Obligations and Liabilities with respect to Collateral. No Secured Party and
no Related Person thereof shall be liable for failure to demand, collect or realize upon any Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or
any other Person or to take any other action whatsoever with regard to any Collateral. The powers conferred on the Collateral Agent hereunder shall not impose any duty upon any other Secured Party to exercise any such powers. The other Secured
Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to any Grantor for any
act or failure to act hereunder, except for their own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. 

ARTICLE VIII 
 MISCELLANEOUS 

Section 8.1 Reinstatement. Each Grantor agrees that, if any payment made by any Loan Party or other Person and applied to
the Secured Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be returned by
any Secured Party to such Loan Party, its estate, trustee, receiver or any other party, including any Grantor, under any bankruptcy law, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, any Lien
or other Collateral securing such liability shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to any of the foregoing, (a) any Lien or other Collateral securing such Grantor’s
liability hereunder shall have been released or terminated by virtue of the foregoing or (b) any provision of the Guaranty hereunder shall have been terminated, cancelled or surrendered, such Lien, other Collateral or provision shall be
reinstated in full force and effect and such prior release, termination, cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Grantor in respect of any Lien or other Collateral
securing such obligation or the amount of such payment. 
 Section 8.2 Release of Collateral. (a) At the time
provided in clause (b)(iii) of Section 10.10 of the Credit Agreement, the Collateral shall be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such
termination) of the Collateral Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor is hereby
authorized to file UCC amendments at such time evidencing the termination of the Liens so released. At the request and at the expense of any Grantor following any such termination, the Collateral Agent shall deliver to such Grantor (without recourse
and without representation of any kind) any Collateral of such Grantor held by the Collateral Agent hereunder and execute and deliver (without recourse and without representation of any kind) to such Grantor, such documents as such Grantor shall
reasonably request to evidence such termination. 
 (b) If the Collateral Agent shall be directed or permitted pursuant to clause
(i) or (ii) of Section 10.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the extent provided under, and subject to the terms and
conditions set forth in, such clauses (i) and (ii). In connection therewith, the Collateral Agent, at the request and at the expense of any Grantor, shall execute and deliver (without recourse and without representation of any
kind) to such Grantor such documents as such Grantor shall reasonably request to evidence such release. 

  
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 (c) At the time provided in Section 10.10(a) of the Credit Agreement and at the
request and at the expense of the Borrower, a Grantor shall be released from its obligations hereunder in the event that either (x) all the Securities of such Grantor shall be Sold to any Person that is not an Affiliate of the Borrower and the
Subsidiaries of the Borrower in a transaction permitted by the Loan Documents or (y) such Grantor is designated as an Unrestricted Subsidiary in accordance with the terms of the Credit Agreement. 

(d) At any time that a Grantor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral
pursuant to the foregoing Section 8.2(a), (b) or (c), such Grantor shall deliver to the Collateral Agent a certificate signed by an Responsible Officer of such Grantor stating that the release of the respective
Collateral is permitted pursuant to Section 10.10 of the Credit Agreement. 
 Section 8.3 Independent
Obligations. The obligations of each Grantor hereunder are independent of and separate from the Secured Obligations and the Guaranteed Obligations. If any Secured Obligation or Guaranteed Obligation is not paid when due, or upon any Event of
Default, the Collateral Agent may, at its sole election, proceed directly and at once, without notice, against any Grantor and any Collateral to collect and recover the full amount of any Secured Obligation or Guaranteed Obligation then due, without
first proceeding against any other Grantor, any other Loan Party or any other Collateral and without first joining any other Grantor or any other Loan Party in any proceeding. 

Section 8.4 No Waiver by Course of Conduct. No Secured Party shall by any act (except by a written instrument pursuant to
Section 8.5), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of
any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion. 

Section 8.5 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented
or otherwise modified except in accordance with Section 11.1 of the Credit Agreement; provided, however, that annexes to this Agreement may be supplemented (but no existing provisions may be modified and no Collateral may
be released) through Pledge Amendments (as defined below) and Joinder Agreements (as defined below), in substantially the form of Annex 1 and Annex 2, respectively, in each case duly executed by the Collateral Agent and each
Grantor directly affected thereby. 
 Section 8.6 Additional Grantors; Additional Pledged Collateral. (a) Joinder
Agreements. If, at the option of the Borrower or as required pursuant to Section 7.10 of the Credit Agreement, the Borrower shall cause any Subsidiary that is not a Grantor to become a Grantor hereunder, such Subsidiary shall execute
and deliver to the Collateral Agent a joinder agreement substantially in the form of Annex 2 (each, a “Joinder Agreement”) and shall thereafter for all purposes be a party hereto and have the same rights, benefits and
obligations as a Grantor party hereto on the Closing Date. 
 (b) Pledge Amendments. To the extent any Pledged Collateral has not
been delivered as of the Closing Date, such Grantor shall deliver a pledge amendment duly executed by the Grantor in substantially the form of Annex 1 (each, a “Pledge Amendment”). Such Grantor authorizes the Collateral
Agent to attach each Pledge Amendment to this Agreement. 

  
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 Section 8.7 Notices. All notices, requests and demands to or upon the
Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 11.11 of the Credit Agreement; provided, however, that any such notice, request or demand to or upon any Grantor shall be
addressed to the Borrower’s notice address set forth in such Section 11.11 of the Credit Agreement. 

Section 8.8 Successors and Assigns. This Agreement shall be binding upon the successors and assigns of each Grantor and
shall inure to the benefit of each Secured Party and their successors and assigns; provided, however, that no Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written
consent of the Collateral Agent. 
 Section 8.9 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from
multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or by Electronic Transmission shall be as effective as delivery of a manually executed
counterpart hereof. 
 Section 8.10 Severability. Any provision of this Agreement being held illegal, invalid or
unenforceable in any jurisdiction shall not affect any part of such provision not held illegal, invalid or unenforceable, any other provision of this Agreement or any part of such provision in any other jurisdiction. 

Section 8.11 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 Section 8.12 Jurisdiction. 

(a) Submission to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK LOCATED IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PARTY HERETO HEREBY ACCEPTS FOR ITSELF AND IN RESPECT
OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE PARTIES HERETO (AND, TO THE EXTENT SET FORTH IN ANY OTHER LOAN DOCUMENT, EACH OTHER LOAN PARTY) HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTIONS; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL
AFFECT ANY RIGHT THAT ANY AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION. 
 (b) Service of Process. EACH GRANTOR (AND, TO THE EXTENT SET FORTH IN ANY OTHER LOAN DOCUMENT, EACH OTHER LOAN
PARTY) HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND OTHER DOCUMENTS AND OTHER SERVICE OF PROCESS OF ANY KIND AND CONSENTS TO SUCH SERVICE IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE


  
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UNITED STATES OF AMERICA WITH RESPECT TO OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH ANY LOAN DOCUMENT BY ANY MEANS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING BY THE MAILING
THEREOF (BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID) TO THE ADDRESS OF THE BORROWER SPECIFIED IN SECTION 11.11 OF THE CREDIT AGREEMENT (AND SHALL BE EFFECTIVE WHEN SUCH MAILING SHALL BE EFFECTIVE, AS PROVIDED THEREIN). EACH GRANTOR
(AND, TO THE EXTENT SET FORTH IN ANY OTHER LOAN DOCUMENT, EACH OTHER LOAN PARTY) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
MANNER PROVIDED BY LAW. 
 (c) Non-Exclusive Jurisdiction. Nothing contained in this Section 8.12 shall affect the right
of the Collateral Agent or any Lender to serve process in any other manner permitted by applicable Requirements of Law or commence legal proceedings or otherwise proceed against any Grantor in any other jurisdiction. 

Section 8.13 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR
PROCEEDING WITH RESPECT TO, OR DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN OR RELATED HERETO (WHETHER FOUNDED IN CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO OTHER PARTY AND NO RELATED PERSON 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 AGREEMENT BY THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.13. 

Section 8.14 Subordination. 

(a) Each Grantor executing this Agreement covenants and agrees that the payment of all indebtedness, principal, interest (including interest
which accrues after the commencement of any case or proceeding in bankruptcy, or for the reorganization of any Loan Party), fees, charges, expenses, attorneys’ fees and any other sum, obligation or liability owing by any other Grantor to such
Grantor, including any intercompany trade payables or royalty or licensing fees (collectively, the “Intercompany Obligations”), is subordinated, to the extent and in the manner provided in this Section 8.14, to the prior
payment in full of all Secured Obligations (other than contingent indemnification obligations as to which no claim has been asserted) (herein, the “Senior Obligations”) and that the subordination is for the benefit of Collateral
Agent and the other Secured Parties, and Collateral Agent may enforce such provisions directly. 
 (b) Each Grantor executing this Agreement
hereby (i) authorizes the Collateral Agent to demand specific performance of the terms of this Section 8.14, whether or not any other Grantor shall have complied with any of the provisions hereof applicable to it, at any time when
such Grantor shall have failed to comply with any provisions of this Section 8.14 which are applicable to it and (ii) irrevocably waives (to the maximum extent permitted by Requirement of Law) any defense based on the adequacy of a
remedy at law, which might be asserted as a bar to such remedy of specific performance. 

  
 25 








 (c) Upon any distribution of assets of any Grantor in any dissolution, winding up, liquidation or
reorganization (whether in bankruptcy, insolvency or receivership proceedings or upon an assignment for the benefit of creditors or otherwise): 

(i) The Collateral Agent and other Secured Parties shall first be entitled to receive payment in full in cash of the Senior
Obligations before any Grantor is entitled to receive any payment on account of the Intercompany Obligations. 
 (ii) Any
payment or distribution of assets of any Grantor of any kind or character, whether in cash, property or securities, to which any other Grantor would be entitled except for the provisions of this Section 8.14(c), shall be paid by the
liquidating trustee or agent or other Person making such payment or distribution directly to Collateral Agent, to the extent necessary to make payment in full of all Senior Obligations (other than contingent indemnification obligations as to which
no claim has been asserted) remaining unpaid after giving effect to any concurrent payment or distribution or provisions therefore to Collateral Agent and the other Secured Parties. 

(iii) In the event that, notwithstanding the foregoing provisions of this Section 8.14(c), any payment or
distribution of assets of any Grantor of any kind or character, whether in cash, property or securities, shall be received by any other Grantor on account of the Intercompany Obligations before all Senior Obligations (other than contingent
indemnification obligations as to which no claim has been asserted) are paid in full, such payment or distribution shall be received and held in trust for and shall be paid over to Collateral Agent for application to the payment of the Senior
Obligations (other than contingent indemnification obligations as to which no claim has been asserted) until all of the Senior Obligations (other than contingent indemnification obligations as to which no claim has been asserted) shall have been
paid in full, after giving effect to any concurrent payment or distribution or provision therefore to Collateral Agent and other Secured Parties. 

(d) No right of Collateral Agent and the other Secured Parties or any other present or future holders of any Senior Obligations to enforce the
subordination provisions herein shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of any Grantor or by any act or failure to act, in good faith, by any such holder, or by any noncompliance by any Grantor
with the terms hereof, regardless of any knowledge thereof which any such holder may have or be otherwise charged with. 
 [SIGNATURE PAGES
FOLLOW] 

  
 26 








 IN WITNESS WHEREOF, each of the undersigned has caused this Guaranty and Security Agreement to be
duly executed and delivered as of the date first above written. 
  

			
	BORROWER
	
	 ALERE INC.,

as Grantor

		
	 By:
		 /s/ Jim Hinrichs

	 Name:
		Jim Hinrichs
	 Title:
		Chief Financial Officer



  
 [SIGNATURE PAGE TO
GUARANTY AND SECURITY AGREEMENT FOR ALERE INC. CREDIT AGREEMENT] 








 The following Persons are signatories to this Guaranty and Security Agreement in their capacity
as Grantors. 
  

			
	ALERE HOLDCO, INC.		FIRST CHECK DIAGNOSTICS LLC
	ALERE HOME MONITORING, INC.		INNOVACON, INC.
	ALERE INTERNATIONAL HOLDING CORP.		PEMBROOKE OCCUPATIONAL HEALTH, INC.
	ALERE NORTH AMERICA, LLC		QUALITY ASSURED SERVICES, INC.
	ALERE SAN DIEGO, INC.		REDWOOD TOXICOLOGY LABORATORY, INC.
	ALERE SCARBOROUGH, INC.		RTL HOLDINGS, INC.
	ALERE US HOLDINGS, LLC		SELFCARE TECHNOLOGY, INC.
	BIOSITE INCORPORATED		SPDH, INC.
	ESCREEN, INC.		
			as Grantors

  

			
	By:		 /s/ David A. Teitel

	Name:		David A. Teitel
	Title:		Authorized Officer


  

			
	ALERE TOXICOLOGY SERVICES, INC.		INSTANT TECHNOLOGIES, INC.
	AMEDITECH INC.		INVERNESS MEDICAL, LLC
	AVEE LABORATORIES INC.		LABORATORY SPECIALISTS OF AMERICA, INC.
	ALERE INFORMATICS, INC.		ALERE CONNECT, LLC
	ATS LABORATORIES, INC.		IONIAN TECHNOLOGIES, LLC
	ALERE TOXICOLOGY, INC.		STANDING STONE, LLC
	GLOBAL ANALYTICAL DEVELOPMENT LLC		

  

			
	By:		 /s/ Jay McNamara

	Name:		Jay McNamara
	Title:		Authorized Officer



  
 [SIGNATURE PAGE TO
GUARANTY AND SECURITY AGREEMENT FOR ALERE INC. CREDIT AGREEMENT] 









			
	ACCEPTED AND AGREED
	as of the date first above written:
	
	 GENERAL ELECTRIC CAPITAL CORPORATION,

as Collateral Agent

		
	By:		 /s/ Daniel L. Evans

	Name:		Daniel L. Evans
	Title:		Duly Authorized Signatory


  
 [SIGNATURE PAGE TO
GUARANTY AND SECURITY AGREEMENT FOR ALERE INC. CREDIT AGREEMENT] 








 ANNEX 1 

TO 
 GUARANTY AND SECURITY AGREEMENT1 
 FORM OF PLEDGE AMENDMENT 

This PLEDGE AMENDMENT, dated as of              , 20    , is
delivered pursuant to Section 8.6 of the Guaranty and Security Agreement, dated as of June 18, 2015, by Alere Inc. (the “Borrower”), the undersigned Grantor and the other Affiliates of the Borrower from time to time
party thereto as Grantors in favor General Electric Capital Corporation, as Collateral Agent for the Secured Parties referred to therein (the “Guaranty and Security Agreement”). Capitalized terms used herein without definition are
used as defined in the Guaranty and Security Agreement. 
 The undersigned hereby agrees that this Pledge Amendment may be attached to the
Guaranty and Security Agreement and that the Pledged Collateral listed on Annex 1-A to this Pledge Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all of the
Obligations of the Loan Parties on the terms set forth therein. 
 The undersigned hereby represents and warrants that each of the
representations and warranties contained in Sections 4.1, 4.2, and 4.5 of the Guaranty and Security Agreement is true and correct on and as of the date hereof with respect to the undersigned and the Pledged Collateral on
Annex 1-A to this Pledge Amendment as if made on and as of such date. 
  

			
	[GRANTOR]
		
	By:		  

	Name:		
	Title:		



  
 GUARANTY AND SECURITY
AGREEMENT 
 ALERE INC. 
 A1-1










			
	ACCEPTED AND AGREED
	as of the date first above written:
	
	 GENERAL ELECTRIC CAPITAL CORPORATION,

as Collateral Agent

		
	By:		  

	Name:		
	Title:		


  
 GUARANTY AND SECURITY
AGREEMENT 
 ALERE INC. 
 A1-2









 Annex 1-A 

PLEDGED STOCK 
  

									
	 ISSUER
	 	 CLASS
	 	 CERTIFICATE NO(S).
	 	 PAR VALUE
	 	 NUMBER OF SHARES,

UNITS OR INTERESTS

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	

 PLEDGED DEBT INSTRUMENTS 
  

									
	 ISSUER
	 	 DESCRIPTION OF DEBT
	 	 CERTIFICATE NO(S).
	 	 FINAL MATURITY
	 	 PRINCIPAL AMOUNT

		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	


  
 GUARANTY AND SECURITY
AGREEMENT 
 ALERE INC. 
 A1-3









 ANNEX 2 

TO 
 GUARANTY AND SECURITY AGREEMENT

 FORM OF JOINDER AGREEMENT 

This JOINDER AGREEMENT, dated as of             , 20    , is
delivered pursuant to Section 8.6 of the Guaranty and Security Agreement, dated as of June 18, 2015, by Alere Inc. (the “Borrower”) and the Affiliates of the Borrower from time to time party thereto as Grantors in
favor of General Electric Capital Corporation, as Collateral Agent for the Secured Parties referred to therein (the “Guaranty and Security Agreement”). Capitalized terms used herein without definition are used as defined in the
Guaranty and Security Agreement. 
 By executing and delivering this Joinder Agreement, the undersigned, as provided in
Section 8.6 of the Guaranty and Security Agreement, hereby becomes a party to the Guaranty and Security Agreement as a Grantor thereunder with the same force and effect as if originally named as a Grantor therein and, without limiting
the generality of the foregoing, the undersigned (i) as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations, hereby mortgages,
pledges and hypothecates to the Collateral Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent, for the benefit of the Secured Parties, a lien on and security interest in, all of its right, title and interest in, to and
under the Collateral on the terms set forth in the Guaranty and Security Agreement of the undersigned and expressly assumes all obligations and liabilities of a Grantor thereunder and (ii) hereby unconditionally and irrevocably guarantees, as
primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance with any Loan Document, of all the Guaranteed
Obligations on the terms set forth in the Guaranty and Security Agreement. The undersigned hereby agrees to be bound as a Grantor for the purposes of the Guaranty and Security Agreement. 

The information set forth in Annex 1-A is hereby added to the information set forth in
Schedules 1 through 7 to the Guaranty and Security Agreement. By acknowledging and agreeing to this Joinder Agreement, the undersigned hereby agree that this Joinder Agreement may be attached to the Guaranty and Security Agreement and
that the Pledged Collateral listed on Annex 1-A to this Joinder Amendment shall be and become part of the Collateral referred to in the Guaranty and Security Agreement and shall secure all Secured
Obligations of the Loan Parties on the terms set forth in the Guaranty and Security Agreement. 
 The undersigned hereby represents and
warrants that each of the representations and warranties contained in Article IV of the Guaranty and Security Agreement (as amended to reflect the inclusion of the information set forth in Annex 1-A in Schedules 1 through
7 to the Guaranty and Security Agreement) applicable to it is true and correct with respect to it on and as of the date hereof as if made on and as of such date (except for any representations and warranties made as of an earlier date in
which case such representations and warranties shall be true and correct as of such earlier date). 
 IN WITNESS WHEREOF, the undersigned
has caused this Joinder Agreement to be duly executed and delivered as of the date first above written. 

  
 GUARANTY AND SECURITY
AGREEMENT 
 ALERE INC. 
 A2-1









 
			
	[ADDITIONAL GRANTOR]
		
	By:		  

	Name:		
	Title:		



  
 GUARANTY AND SECURITY
AGREEMENT 
 ALERE INC. 
 A2-2










			
	ACKNOWLEDGED AND AGREED
	as of the date first above written:
	
	 GENERAL ELECTRIC CAPITAL CORPORATION

as Collateral Agent

		
	By:		  

	Name:		
	Title:		


  
 GUARANTY AND SECURITY
AGREEMENT 
 ALERE INC. 
 A2-3









 ANNEX 3 

TO 
 GUARANTY AND SECURITY AGREEMENT

 FORM OF INTELLECTUAL PROPERTY SECURITY AGREEMENT 

THIS INTELLECTUAL PROPERTY SECURITY AGREEMENT, dated as of [        ], 2015, is made by each of the
entities listed on the signature pages hereof (each a “Grantor” and, collectively, the “Grantors”), in favor of General Electric Capital Corporation, as collateral agent (in such capacity, together with its
successors and permitted assigns, the “Collateral Agent”) for the Lenders and the L/C Issuers and each other Secured Party (as defined in the Credit Agreement referred to below). 

W I T N E S S E T H: 
 WHEREAS,
pursuant to the Credit Agreement, dated as of June 18, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders and the L/C Issuers from time to
time party thereto, the Administrative Agents and the Collateral Agent, the Lenders and the L/C Issuers have severally agreed to make extensions of credit to the Borrower upon the terms and subject to the conditions set forth therein; 

WHEREAS, each Grantor has agreed, pursuant to a Guaranty and Security Agreement of dated as of June 18, 2015 herewith in favor of the
Collateral Agent (the “Guaranty and Security Agreement”), to guarantee the Obligations (as defined in the Credit Agreement) of the other Loan Parties; and 

WHEREAS, all of the Grantors are party to the Guaranty and Security Agreement pursuant to which the Grantors are required to execute and
deliver this Intellectual Property Security Agreement. 
 NOW, THEREFORE, in consideration of the premises and to induce the Lenders, the
L/C Issuers and the Collateral Agent to enter into the Credit Agreement and to induce the Lenders and the L/C Issuers to make or continue to make their respective extensions of credit to the Borrower thereunder, each Grantor hereby agrees with the
Collateral Agent as follows: 
 Section 1. Defined Terms. Capitalized terms used herein without definition are used as
defined in the Guaranty and Security Agreement. 
 Section 2. Grant of Security Interest in Intellectual Property
Collateral. Each Grantor, as collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of the Secured Obligations on the terms set forth in the Loan Documents,
hereby mortgages, pledges and hypothecates to the Collateral Agent, for the benefit of the Secured Parties, and grants to the Collateral Agent, for the benefit of the Secured Parties, a Lien on and security interest in, all of its right, title and
interest in, to and under the following Collateral of such Grantor (the “Intellectual Property Collateral”): 
 (a)
Copyrights. 
 (i) all of its Copyrights and registrations and applications for registration thereof, including, without
limitation, those referred to on Schedule 1A hereto; 
 (ii) all renewals, reversions and extensions of the
foregoing; 

  
 A3-1 








 (iii) all income, royalties, proceeds and Liabilities at any time due or payable
or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other
impairment thereof, other than, in the case of clauses (i) through (iii), with respect to Excluded Property. 
 (b)
Patents. 
 (i) all of its registered Patents and applications for registration thereof, including, without limitation, those
referred to on Schedule 1B hereto; 
 (ii) all reissues, reexaminations, continuations, continuations-in-part,
divisionals, renewals and extensions of the foregoing; 
 (iii) all income, royalties, proceeds and Liabilities at any time
due or payable or asserted under and with respect to any of the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or
other impairment thereof, other than, in the case of clauses (i) through (iii), with respect to Excluded Property. 

(c) Trademarks. 

(i) all of its Trademarks and registrations and applications for registration thereof, including, without limitation, those
referred to on Schedule 1C hereto; 
 (ii) all renewals and extensions of the foregoing; 

(iii) all goodwill of the business connected with the use of, and symbolized by, each such Trademark; and 

(iv) all income, royalties, proceeds and Liabilities at any time due or payable or asserted under and with respect to any of
the foregoing, including, without limitation, all rights to sue and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment thereof, other than, in the case of
clauses (i) through (iii), with respect to Excluded Property. 

  
 GUARANTY AND SECURITY
AGREEMENT 
 ALERE INC. 
 A3-2









 Section 3. Guaranty and Security Agreement. The security interest granted
pursuant to this Intellectual Property Security Agreement is granted in conjunction with the security interest granted to the Collateral Agent pursuant to the Guaranty and Security Agreement and each Grantor hereby acknowledges and agrees that the
rights and remedies of the Collateral Agent with respect to the security interest in the Intellectual Property Collateral made and granted hereby are more fully set forth in the Guaranty and Security Agreement, the terms and provisions of which are
incorporated by reference herein as if fully set forth herein. 
 Section 4. Grantor Remains Liable. Each Grantor hereby
agrees that, anything herein to the contrary notwithstanding, such Grantor shall assume full and complete responsibility for the prosecution, defense, enforcement or any other necessary or desirable actions in connection with such Grantor’s
Intellectual Property Collateral and IP Licenses subject to a security interest hereunder. 
 Section 5. Counterparts.
This Intellectual Property Security Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. 

Section 6. Governing Law. This Intellectual Property Security Agreement and the rights and obligations of the parties
hereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. 
 [SIGNATURE PAGES FOLLOW]


  
 GUARANTY AND SECURITY
AGREEMENT 
 ALERE INC. 
 A3-3









 IN WITNESS WHEREOF, each Grantor has caused this Intellectual Property Security Agreement to be
executed and delivered by its duly authorized officer as of the date first set forth above. 
  

			
	BORROWER
	
	 ALERE INC.,
 as
Grantor

		
	By:		  

	Name:		
	Title:		



  
 [SIGNATURE PAGE TO
INTELLECTUAL PROPERTY SECURTIY AGREEMENT] 








 The following Persons are signatories to this Intellectual Property Security Agreement in their
capacity as Grantors. 
  

			
	ALERE HOLDCO, INC.		FIRST CHECK DIAGNOSTICS LLC
	ALERE HOME MONITORING, INC.		INNOVACON, INC.
	ALERE INTERNATIONAL HOLDING CORP.		PEMBROOKE OCCUPATIONAL HEALTH, INC.
	ALERE NORTH AMERICA, LLC		QUALITY ASSURED SERVICES, INC.
	ALERE SAN DIEGO, INC.		REDWOOD TOXICOLOGY LABORATORY, INC.
	ALERE SCARBOROUGH, INC.		RTL HOLDINGS, INC.
	ALERE US HOLDINGS, LLC		SELFCARE TECHNOLOGY, INC.
	BIOSITE INCORPORATED		SPDH, INC.
	ESCREEN, INC.		
			as Grantors

  

			
	By:		  

	Name:		David A. Teitel
	Title:		Authorized Officer


  

			
	ALERE TOXICOLOGY SERVICES, INC.		INSTANT TECHNOLOGIES, INC.
	AMEDITECH INC.		INVERNESS MEDICAL, LLC
	AVEE LABORATORIES INC.		LABORATORY SPECIALISTS OF AMERICA, INC.
	ALERE INFORMATICS, INC.		ALERE CONNECT, LLC
	ATS LABORATORIES, INC.		IONIAN TECHNOLOGIES, LLC
	ALERE TOXICOLOGY, INC.		STANDING STONE, LLC
	GLOBAL ANALYTICAL DEVELOPMENT LLC		

  

			
	By:		  

	Name:		Jay McNamara
	Title:		Authorized Officer



  
 [ACKNOWLEDGEMENT OF
GRANTOR FOR INTELLECTUAL PROPERTY SECURITY AGREEMENT] 









			
	ACCEPTED AND AGREED
	as of the date first above written:
	
	 GENERAL ELECTRIC CAPITAL CORPORATION,

as Collateral Agent

		
	By:		  

	Name:		
	Title:		


  
 [INTELLECTUAL PROPERTY
SECURITY AGREEMENT] 








 SCHEDULE 1A 

TO 
 INTELLECTUAL PROPERTY
SECURITY AGREEMENT 
  

	A.	REGISTERED COPYRIGHTS 

 [Include Owner, Registration Number and Date] 

 

	B.	COPYRIGHT APPLICATIONS 

 [Include Owner, Application Number and Date] 

  
 [INTELLECTUAL PROPERTY
SECURITY AGREEMENT] 








 SCHEDULE 1B 

TO 
 INTELLECTUAL PROPERTY
SECURITY AGREEMENT 
  

	A.	REGISTERED PATENTS 

 [Include Owner, Registration Number and Date] 

 

	B.	PATENT APPLICATIONS 

 [Include Owner, Application Number and Date] 

  
 [INTELLECTUAL PROPERTY
SECURITY AGREEMENT] 








 SCHEDULE 1C 

TO 
 INTELLECTUAL PROPERTY
SECURITY AGREEMENT 
  

	A.	REGISTERED TRADEMARKS 

 [Include Owner, Registration Number and Date] 

 

	B.	TRADEMARK APPLICATIONS 

 [Include Owner, Application Number and Date] 

  
 [INTELLECTUAL PROPERTY
SECURITY AGREEMENT]