Exhibit
10.2


 


AMENDMENT
NUMBER ONE TO CREDIT AGREEMENT


 


THIS
AMENDMENT NUMBER ONE TO CREDIT AGREEMENT (this “Amendment”), dated as of May 11, 2017, is entered into by and
among SHARECARE, INC., a Delaware corporation (“Parent”), the Subsidiaries of Parent identified on the signature
pages hereof as “Borrowers” (together with Parent, each, a “Borrower” and individually and collectively,
jointly and severally, “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other
lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, each individually,
a “Lender”, and collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, as administrative agent for the Lenders and the Bank Product Providers (in such capacity, together with
its successors and assigns in such capacity, the “Agent”), and in light of the following:


 


W
I T N E S S E T H


 


WHEREAS,
Borrowers, Lenders, and Agent are parties to that certain Credit Agreement, dated as of March 9, 2017 (as amended, restated, supplemented,
or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS,
Borrower has requested that Agent and Lenders make certain amendments to the Credit Agreement;


 


WHEREAS,
upon the terms and conditions set forth herein, Agent and Lenders are willing to make certain amendments to the Credit Agreement.


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1.
Defined Terms. All initially capitalized terms used herein (including the preamble and recitals hereof) without definition shall
have the meanings ascribed thereto in the Credit Agreement.


 


2.
Amendments to Credit Agreement. Subject to the satisfaction (or waiver in writing by Agent) of the conditions precedent set forth
in Section 3 hereof, the Credit Agreement, Schedule 3.6 and Schedule 5.1 thereto are each hereby amended to delete
the stricken text (indicated textually in the same manner as the following example: stricken
text) and to add the double-underlined text (indicated
textually in the same manner as the following example: double-underlined text)
as set forth in the pages of the Credit Agreement, Schedule 3.6, and Schedule 5.1 thereto attached as Exhibit A
hereto.


 


3.
Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute
conditions precedent to the effectiveness of the Amendment (such date being the “Amendment Effective Date”):


 


(a)
The Amendment Effective Date shall occur prior to May 11, 2017.


 


(b)
Agent shall have received this Amendment, duly executed by the parties hereto, and the same shall be in full force and effect.


 


(c)
Agent shall have received the Second Lien Intercreditor Agreement, duly executed by the parties hereto, and the same shall be in full
force and effect.


 




     


     


    

 


(d)
Agent shall have received each Convertible Notes Intercreditor Agreement, duly executed by the parties hereto, and the same shall be
in full force and effect.


 


(e)
Agent shall have received copies of each of the Second Lien Loan Documents, each of which shall be in form and substance reasonably satisfactory
to Agent and in full force and effect as of the Amendment Effective Date, together with a certificate of the Secretary of Parent certifying
such document as being a true and correct copy thereof.


 


(f)
Agent shall have received evidence reasonably satisfactory to it that (i) the “Term Loan” (as that term is defined in the
Second Lien Credit Agreement) has been made (or shall be made concurrently with the effectiveness of this Amendment) pursuant to the
Second Lien Loan Documents and (ii) Borrowers have received gross cash proceeds of at least $40,000,000 therefrom.


 


(g)
Agent shall have received evidence, in form and substance reasonably satisfactory to Agent, that the scheduled maturity of each of the
2013 Convertible Notes Indebtedness and the 2016 Convertible Notes Indebtedness has been extended to a date at least 91 days after May
11, 2023.


 


(h)
Agent shall have received copies of each of (i) the Convertible Notes Documents (to the extent not previously delivered to Agent on the
Closing Date) and (ii) the Employment and Non-Compete Agreements, together with a certificate of the Secretary or Assistant Secretary
of Parent certifying each such document as being a true, correct and complete copy thereof as in effect on the First Amendment Effective
Date.


 


(i)
Agent shall have received a certificate of Parent executed by the Chief Financial Officer of Parent certifying as to the Solvency of
the Loan Parties and their Subsidiaries after giving effect to consummation of the transactions contemplated by the Second Lien Loan
Documents on the Amendment Effective Date.


 


(j)
After giving effect to this Amendment, the representations and warranties contained herein, in the Credit Agreement, and in the other
Loan Documents, in each case shall be true and correct in all material respects (except that such materiality qualifier shall not be
applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as
of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely
to an earlier date, in which case such representations and warranties shall continue to be true and correct in all material respects
(except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified
by materiality in the text thereof) as of such earlier date).


 


(k)
No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein shall have been issued and remain in force by any Governmental Authority against any Borrower, any Guarantor, Agent,
any other member of the Lender Group, or any Bank Product Provider.


 


(l)
No Default or Event of Default shall have occurred and be continuing as of the Amendment Effective Date, nor shall either result from
the consummation of the transactions contemplated herein.


 


(m)
Borrowers shall pay concurrently with the closing of the transactions evidenced by this Amendment, all fees, costs, expenses and taxes
then payable pursuant to the Credit Agreement and Section 5 of this Amendment.


 




    2


     


    

 


(n)
All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed,
or recorded and shall be in form and substance reasonably satisfactory to Agent.


 


4.
Representations and Warranties. Each Borrower hereby represents and warrants to Agent and each other member of the Lender Group
as follows:


 


(a)
It (i) is duly organized and existing and in good standing under the laws of the jurisdiction of its organization, (ii) is qualified
to do business in any state where the failure to be so qualified could reasonably be expected to result in a Material Adverse Effect,
and (iii) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed
to be conducted, to enter into this Amendment and the other Loan Documents to which it is a party and to carry out the transactions contemplated
hereby and thereby.


 


(b)
The execution, delivery, and performance by it of this Amendment and the performance by it of each Loan Document to which it is or will
be a party (i) have been duly authorized by all necessary action, (ii) do not and will not (A) violate any material provision of federal,
state or local law or regulation applicable to it or its Subsidiaries, the Governing Documents of it or its Subsidiaries, or any order,
judgment, or decree of any court or other Governmental Authority binding on it or its Subsidiaries, (B) conflict with, result in a breach
of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of it or its Subsidiaries where any
such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (C)
result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted
Liens, or (D) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of any Person under any
Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect
and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate
reasonably be expected to cause a Material Adverse Effect.


 


(c)
No registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority is required in connection
with the execution, delivery and performance by it of this Amendment or any other Loan Document to which it is or will be a party.


 


(d)
This Amendment is, and each other Loan Document to which it is or will be a party, when executed and delivered by each Person that is
a party thereto, will be the legally valid and binding obligation of such Person, enforceable against such Person in accordance with
its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium
or similar laws relating to or limiting creditors’ rights generally.


 


(e)
No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions
contemplated herein has been issued and remains in force by any Governmental Authority against any Borrower, any Guarantor, Agent, any
member of the Lender Group, or any Bank Product Provider.


 


(f)
No Default or Event of Default has occurred and is continuing as of the date of the effectiveness of this Amendment, and no condition
exists which constitutes a Default or an Event of Default.


 


(g)
The representations and warranties set forth in this Amendment, the Credit Agreement, as amended by this Amendment and after giving effect
to this Amendment, and the other Loan Documents to which it is a party are true and correct in all material respects (except that such
materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality
in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations
and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true and correct
in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already
are qualified or modified by materiality in the text thereof) as of such earlier date).


 






    3


     


    




 


(h)
This Amendment has been entered into without force or duress, of the free will of each Borrower, and the decision of each Borrower to
enter into this Amendment is a fully informed decision and such Person is aware of all legal and other ramifications of each decision.


 


(i)
It has read and understands this Amendment, has consulted with and been represented by independent legal counsel of its own choosing
in negotiations for and the preparation of this Amendment, has read this Amendment in full and final form, and has been advised by its
counsel of its rights and obligations hereunder.


 


5.
Payment of Costs and Fees. Borrowers shall jointly and severally pay to Agent and each Lender all Lender Group Expenses (including,
without limitation, the reasonable fees and expenses of any attorneys retained by Agent or any Lender) in connection with the preparation,
negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto.


 


6.
Release.


 


(a)
Effective on the date hereof, each Borrower and each Guarantor, for itself and on behalf of its successors, assigns, and officers, directors,
employees, agents and attorneys, and any Person acting for or on behalf of, or claiming through it, hereby waives, releases, remises
and forever discharges Agent and each Lender, each of their respective Affiliates, and each of their respective successors in title,
past, present and future officers, directors, employees, limited partners, general partners, investors, attorneys, assigns, subsidiaries,
shareholders, trustees, agents and other professionals and all other persons and entities to whom any member of the Lenders would be
liable if such persons or entities were found to be liable to such Borrower or such Guarantor (each a “Releasee” and
collectively, the “Releasees”), from any and all past, present and future claims, suits, liens, lawsuits, adverse
consequences, amounts paid in settlement, debts, deficiencies, diminution in value, disbursements, demands, obligations, liabilities,
causes of action, damages, losses, costs and expenses of any kind or character, whether based in equity, law, contract, tort, implied
or express warranty, strict liability, criminal or civil statute or common law (each a “Claim” and collectively, the
“Claims”), whether known or unknown, fixed or contingent, direct, indirect, or derivative, asserted or unasserted,
matured or unmatured, foreseen or unforeseen, past or present, liquidated or unliquidated, suspected or unsuspected, which such Borrower
or such Guarantor ever had from the beginning of the world, now has, or might hereafter have against any such Releasee which relates,
directly or indirectly to the Credit Agreement, any other Loan Document, or to any acts or omissions of any such Releasee with respect
to the Credit Agreement or any other Loan Document, or to the lender-borrower relationship evidenced by the Loan Documents, except for
the duties and obligations set forth in this Amendment. As to each and every Claim released hereunder, each Borrower and each Guarantor
hereby represents that it has received the advice of legal counsel with regard to the releases contained herein, and having been so advised,
specifically waives the benefit of the provisions of Section 1542 of the Civil Code of California which provides as follows:


 


“A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


 




    4


     


    

 


As
to each and every Claim released hereunder, each Borrower and each Guarantor also waives the benefit of each other similar provision
of applicable federal or state law (including without limitation the laws of the state of New York), if any, pertaining to general releases
after having been advised by its legal counsel with respect thereto.


 


Each
Borrower and each Guarantor acknowledges that it may hereafter discover facts different from or in addition to those now known or believed
to be true with respect to such Claims and agrees that this instrument shall be and remain effective in all respects notwithstanding
any such differences or additional facts. Each Borrower and each Guarantor understands, acknowledges and agrees that the release set
forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other
proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.


 


(b)
Each Borrower and each Guarantor, for itself and on behalf of its successors, assigns, and officers, directors, employees, agents and
attorneys, and any Person acting for or on behalf of, or claiming through it, hereby absolutely, unconditionally and irrevocably, covenants
and agrees with and in favor of each Releasee above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise)
any Releasee on the basis of any Claim released, remised and discharged by such Person pursuant to the above release. Each Borrower and
each Guarantor further agrees that it shall not dispute the validity or enforceability of the Credit Agreement or any of the other Loan
Documents or any of its obligations thereunder, or the validity, priority, enforceability or the extent of Agent’s Lien on any
item of Collateral under the Credit Agreement or the other Loan Documents. If any Borrower, any Guarantor, or any of their respective
successors, assigns, or officers, directors, employees, agents or attorneys, or any Person acting for or on behalf of, or claiming through
it violate the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition
to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by such
Releasee as a result of such violation.


 


7.
CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION. THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING
CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE PROVISION SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND
SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.


 


8.
Amendments. This Amendment cannot be altered, amended, changed or modified in any respect except in accordance with Section
14.1 of the Credit Agreement.


 


9.
Counterpart Execution. This Amendment may be executed in any number of counterparts and by different parties on separate counterparts,
each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute
but one and the same Amendment. Delivery of an executed counterpart of this Amendment by telefacsimile or other electronic method of
transmission shall be equally as effective as delivery of an original executed counterpart of this Amendment. Any party delivering an
executed counterpart of this Amendment by telefacsimile or other electronic method of transmission also shall deliver an original executed
counterpart of this Amendment, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability,
and binding effect of this Amendment.


 






    5


     


    




 


10.
Effect on Loan Documents.


 


(a)
The Credit Agreement, as amended hereby, and each of the other Loan Documents shall be and remain in full force and effect in accordance
with their respective terms and hereby are ratified and confirmed in all respects. The execution, delivery, and performance of this Amendment
shall not operate, except as expressly set forth herein, as a modification or waiver of any right, power, or remedy of Agent or any Lender
under the Credit Agreement or any other Loan Document. Except for the amendments to the Credit Agreement expressly set forth herein,
the Credit Agreement and the other Loan Documents shall remain unchanged and in full force and effect. The waivers, consents and modifications
set forth herein are limited to the specifics hereof (including facts or occurrences on which the same are based), shall not apply with
respect to any facts or occurrences other than those on which the same are based, shall neither excuse any future non-compliance with
the Loan Documents nor operate as a waiver of any Default or Event of Default, shall not operate as a consent to any further waiver,
consent or amendment or other matter under the Loan Documents, and shall not be construed as an indication that any future waiver or
amendment of covenants or any other provision of the Credit Agreement will be agreed to, it being understood that the granting or denying
of any waiver or amendment which may hereafter be requested by any Borrower remains in the sole and absolute discretion of Agent and
Lenders. To the extent that any terms or provisions of this Amendment conflict with those of the Credit Agreement or the other Loan Documents,
the terms and provisions of this Amendment shall control.


 


(b)
Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“herein”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other
Loan Documents to “the Credit Agreement”, “thereunder”, “therein”, “thereof” or words
of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as modified and amended hereby.


 


(c)
To the extent that any of the terms and conditions in any of the Loan Documents shall contradict or be in conflict with any of the terms
or conditions of the Credit Agreement, after giving effect to this Amendment, such terms and conditions are hereby deemed modified or
amended accordingly to reflect the terms and conditions of the Credit Agreement as modified or amended hereby.


 


(d)
This Amendment is a Loan Document.


 






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(e)
Unless the context of this Amendment clearly requires otherwise, references to the plural include the singular, references to the singular
include the plural, the terms “includes” and “including” are not limiting, and the term “or” has,
except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. The words “hereof,”
“herein,” “hereby,” “hereunder,” and similar terms in this Amendment refer to this Amendment as a
whole and not to any particular provision of this Amendment. Section, subsection, clause, schedule, and exhibit references herein are
to this Amendment unless otherwise specified. Any reference in this Amendment to any agreement, instrument, or document shall include
all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto
and thereof, as applicable (subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements set forth herein). The words “asset” and “property” shall
be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties. Any reference
herein to the satisfaction, repayment, or payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately
available funds of (i) the principal amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with
the payment of any premium applicable to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued and are unpaid
regardless of whether demand has been made therefor, and (iii) all fees or charges that have accrued hereunder, under the Credit Agreement,
or under any other Loan Document (including the Letter of Credit Fee and the Unused Line Fee) and are unpaid, (b) in the case of contingent
reimbursement obligations with respect to Letters of Credit, providing Letter of Credit Collateralization, (c) in the case of obligations
with respect to Bank Products (other than Hedge Obligations and any Bank Product Obligations (other than Hedge Obligations) that, at
such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized),
providing Bank Product Collateralization, (d) the receipt by Agent of cash collateral in order to secure any other contingent Obligations
for which a claim or demand for payment has been made on or prior to such time or in respect of matters or circumstances known to Agent
or a Lender at such time that are reasonably expected to result in any loss, cost, damage, or expense (including attorneys’ fees
and legal expenses), such cash collateral to be in such amount as Agent reasonably determines is appropriate to secure such contingent
Obligations, (e) the payment or repayment in full in immediately available funds of all other outstanding Obligations (including the
payment of any termination amount then applicable (or which would or could become applicable as a result of the repayment of the other
Obligations) under Hedge Agreements provided by Hedge Providers) other than (i) unasserted contingent indemnification Obligations, (ii)
any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider to
remain outstanding without being required to be repaid or cash collateralized, and (iii) any Hedge Obligations that, at such time, are
allowed by the applicable Hedge Provider to remain outstanding without being required to be repaid, and (f) the termination of all of
the Revolver Commitments of the Lenders. Any reference herein to any Person shall be construed to include such Person’s successors
and assigns. Any requirement of a writing contained herein shall be satisfied by the transmission of a Record.


 


11.
Entire Agreement. This Amendment, and the terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute
the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede any and all
prior or contemporaneous amendments or understandings with respect to the subject matter hereof, whether express or implied, oral or
written.


 


12.
Integration. This Amendment, together with the other Loan Documents, incorporates all negotiations of the parties hereto with
respect to the subject matter hereof and is the final expression and agreement of the parties hereto with respect to the subject matter
hereof.


 


13.
Reaffirmation of Obligations. Each Borrower hereby (a) acknowledges and reaffirms its obligations owing to Agent, each member
of the Lender Group, and the Bank Product Providers under each Loan Document to which it is a party, and (b) agrees that each of the
Loan Documents to which it is a party is and shall remain in full force and effect. Each Borrower hereby (i) further ratifies and reaffirms
the validity and enforceability of all of the Liens and security interests heretofore granted, pursuant to and in connection with the
Guaranty and Security Agreement or any other Loan Document to Agent, on behalf and for the benefit of each member of the Lender Group
and each Bank Product Provider, as collateral security for the obligations under the Loan Documents in accordance with their respective
terms, and (ii) acknowledges that all of such Liens and security interests, and all Collateral heretofore pledged as security for such
obligations, continue to be and remain collateral for such obligations from and after the date hereof (including, without limitation,
from after giving effect to this Amendment).


 


14.
Ratification. Each Borrower hereby restates, ratifies and reaffirms each and every term and condition set forth in the Credit
Agreement and the Loan Documents effective as of the date hereof and as modified hereby.


 


15.
Severability. In case any provision in this Amendment shall be invalid, illegal or unenforceable, such provision shall be severable
from the remainder of this Amendment and the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.





 


[Signature
pages follow]


 




    7


     


    

 


IN
WITNESS WHEREOF, the parties have entered into this Amendment as of the date first above written.


 





	“Borrowers”	 
	 	 
	SHARECARE, INC.,	 
	a Delaware corporation	 
	 	 
	By:	/s/ Colin
    Daniel	 
	Name: 	Colin Daniel	 
	Title: 	SVP, Finance and HR	 
	 	 
	LUCID GLOBAL, INC.,	 
	a Delaware corporation	 
	 	 
	By: 	/s/
    Colin Daniel	 
	Name: 	Colin Daniel	 
	Title: 	 SVP, Finance and HR	 
	 	 
	HEALTHWAYS SC, LLC,	 
	a Delaware limited liability company	 
	 	 
	By:	/s/ Colin
    Daniel	 
	Name:	Colin Daniel	 
	Title: 	 SVP, Finance and HR	 
	 	 
	QH ACQUISITION SUB, LLC,	 
	a Delaware limited liability company	 
	 	 
	By:	/s/ Colin
    Daniel	 
	Name: 	Colin Daniel	 
	Title: 	 SVP, Finance and HR	 
	 	 
	BACTES IMAGING SOLUTIONS, INC.,	 
	a Delaware corporation	 
	 	 
	By: 	/s/ Colin
    Daniel	 
	Name: 	Colin Daniel	 
	Title: 	 SVP, Finance and HR	 



 


	BACTES IMAGING SOLUTIONS, LLC,	 
	a Delaware limited liability company	 
	 	 
	By: 	/s/
    Colin Daniel	 
	Name: 	Colin Daniel	 
	Title: 	SVP, Finance and HR	 










    8


     


    

 


	“Agent” and “Lender”	 
	 	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION,
    a national banking association	 
	 	 
	By: 	/s/
    Kathy Plisko	 
	Name: 	Kathy Plisko	 
	Title: 	Duly Authorized Signatory	 






 




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EXHIBIT
A


 


TO
AMENDMENT NUMBER ONE TO CREDIT AGREEMENT


 





 






 





 


 


CREDIT
AGREEMENT


 


by
and among


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,


 


as
Administrative Agent,


 


THE
LENDERS THAT ARE PARTIES HERETO


 


as
the Lenders, and


SHARECARE,
INC. and


 


CERTAIN
OF ITS SUBSIDIARIES PARTY HERETO,


 


as
Borrowers


 


Dated
as of March 9, 2017


 


 




     


     


    

 


TABLE
OF CONTENTS


 





	 	 	 	Page
	 	 	 	 
	1.	DEFINITIONS AND CONSTRUCTION.	1
	 	 	 	 
	 	1.1	Definitions	1
	 	 	 	 
	 	1.2	Accounting Terms	4951
	 	 	 	 
	 	1.3	Code	5051
	 	 	 	 
	 	1.4	Construction	5052
	 	 	 	 
	 	1.5	Time References	5152
	 	 	 	 
	 	1.6	Schedules and Exhibits	5152
	 	 	 	 
	2.	LOANS AND TERMS OF PAYMENT.	5153
	 	 	 	 
	 	2.1	Revolving Loans	5153
	 	 	 	 
	 	2.2	[Reserved]	5253
	 	 	 	 
	 	2.3	Borrowing Procedures and Settlements	5253
	 	 	 	 
	 	2.4	Payments; Reductions of Revolver Commitments; Prepayments	5860
	 	 	 	 
	 	2.5	Promise to Pay; Promissory Notes	6163
	 	 	 	 
	 	2.6	Interest Rates and Letter of Credit Fee: Rates, Payments,
    and Calculations	6264
	 	 	 	 
	 	2.7	Crediting Payments	6465
	 	 	 	 
	 	2.8	Designated Account	6466
	 	 	 	 
	 	2.9	Maintenance of Loan Account; Statements of Obligations	6466
	 	 	 	 
	 	2.10	Fees	6466
	 	 	 	 
	 	2.11	Letters of Credit	6567
	 	 	 	 
	 	2.12	LIBOR Option	7375
	 	 	 	 
	 	2.13	Capital Requirements	7577
	 	 	 	 
	 	2.14	Incremental Facilities	7678
	 	 	 	 
	 	2.15	Joint and Several Liability of Borrowers	7880
	 	 	 	 
	3.	CONDITIONS; TERM OF AGREEMENT.	8182
	 	 	 	 
	 	3.1	Conditions Precedent to the Initial Extension of Credit	8182
	 	 	 	 
	 	3.2	Conditions Precedent to all Extensions of Credit	8182
	 	 	 	 
	 	3.3	Maturity	8282
	 	 	 	 
	 	3.4	Effect of Maturity	8283
	 	 	 	 
	 	3.5	Early Termination by Borrowers	8283
	 	 	 	 
	 	3.6	Conditions Subsequent	8283




 







    - i -


     


    

 





TABLE
OF CONTENTS 


(continued)


 





	 	 	 	Page
	 	 	 	 
	4.	REPRESENTATIONS AND WARRANTIES.	8283
	 	 	 
	 	4.1	Due Organization and Qualification; Subsidiaries	8383
	 	 	 	 
	 	4.2	Due Authorization; No Conflict	8384
	 	 	 	 
	 	4.3	Governmental Consents	8484
	 	 	 	 
	 	4.4	Binding Obligations; Perfected Liens	8485
	 	 	 	 
	 	4.5	Title to Assets; No Encumbrances	8485
	 	 	 	 
	 	4.6	Litigation	8485
	 	 	 	 
	 	4.7	Compliance with Laws	8586
	 	 	 	 
	 	4.8	No Material Adverse Effect	8586
	 	 	 	 
	 	4.9	Solvency	8586
	 	 	 	 
	 	4.10	Employee Benefits	8586
	 	 	 	 
	 	4.11	Environmental Condition	8586
	 	 	 	 
	 	4.12	Complete Disclosure	8686
	 	 	 	 
	 	4.13	Patriot Act	8687
	 	 	 	 
	 	4.14	Indebtedness	8687
	 	 	 	 
	 	4.15	Payment of Taxes	8687
	 	 	 	 
	 	4.16	Margin Stock	8787
	 	 	 	 
	 	4.17	Governmental Regulation	8788
	 	 	 	 
	 	4.18	Privacy and Information Security	8788
	 	 	 	 
	 	4.19	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering
    Laws	8788
	 	 	 	 
	 	4.20	Employee and Labor Matters	8889
	 	 	 	 
	 	4.21	Leases	8889
	 	 	 	 
	 	4.22	Eligible Accounts; Eligible Unbilled Accounts	8889
	 	 	 	 
	 	4.23	Material Contracts	8889
	 	 	 	 
	 	4.24	Convertible Notes Documents	8989
	 	 	 	 
	 	4.25	Hedge Agreements	8990
	 	 	 	 
	 	4.26	Health Care Matters	8990
	 	 	 	 
	5.	AFFIRMATIVE COVENANTS.	9091
	 	 	 	 
	 	5.1	Financial Statements, Reports, Certificates	9091
	 	 	 	 
	 	5.2	Reporting	9192


 



    - ii -


     


    

 


TABLE
OF CONTENTS 


(continued)


 





	 	 	 	Page
	 	 	 	 
	 	5.3	Existence	9192
	 	 	 	 
	 	5.4	Maintenance of Properties	9192
	 	 	 	 
		5.5	Taxes	9192
	 	 	 	 
	 	5.6	Insurance	9192
	 	 	 	 
	 	5.7	Inspection	9293
	 	 	 	 
	 	5.8	Compliance with Laws	9293
	 	 	 	 
	 	5.9	Environmental	9293
	 	 	 	 
	 	5.10	Disclosure Updates	9394
	 	 	 	 
	 	5.11	Formation of Subsidiaries	9394
	 	 	 	 
	 	5.12	Further Assurances	9394
	 	 	 	 
	 	5.13	Lender Meetings	9495
	 	 	 	 
	 	5.14	Location of Chief Executive Office	9495
	 	 	 	 
	 	5.15	OFAC; Sanctions; Anti-Corruption Laws; Anti-Money Laundering
    Laws	9495
	 	 	 	 
	 	5.16	Material Contracts	9495
	 	 	 	 
	 	5.17	Bank Products	9595
	 	 	 	 
	 	5.18	Compliance with Health Care Laws	9596
	 	 	 	 
	6.	NEGATIVE COVENANTS.	9596
	 	 	 	 
	 	6.1	Indebtedness	9596
	 	 	 	 
	 	6.2	Liens	9596
	 	 	 	 
	 	6.3	Restrictions on Fundamental Changes	9597
	 	 	 	 
	 	6.4	Disposal of Assets	9697
	 	 	 	 
	 	6.5	Nature of Business	9697
	 	 	 	 
	 	6.6	Prepayments and Amendments	9698
	 	 	 	 
	 	6.7	Restricted Payments	9799
	 	 	 	 
	 	6.8	Accounting Methods	98100
	 	 	 	 
	 	6.9	Investments	98100
	 	 	 	 
	 	6.10	Transactions with Affiliates	98100
	 	 	 	 
	 	6.11	Use of Proceeds	99100
	 	 	 	 
	 	6.12	Limitation on Issuance of Equity Interests	99101
	 	 	 	 
	7.	FINANCIAL COVENANTS.	100101


 




    - iii -


     


    

 


TABLE
OF CONTENTS 


(continued)


 





	 	 	 	Page
	 	8.	EVENTS OF DEFAULT.	101103
	 	 	 	 
	 	8.1	Payments	101103
	 	 	 	 
	 	8.2	Covenants	101103
	 	 	 	 
	 	8.3	Judgments	102103
	 	 	 	 
	 	8.4	Voluntary Bankruptcy, etc	102103
	 	 	 	 
	 	8.5	Involuntary Bankruptcy, etc	102103
	 	 	 	 
	 	8.6	Default Under Other Agreements	102104
	 	 	 	 
	 	8.7	Representations, etc	102104
	 	 	 	 
	 	8.8	Guaranty	103104
	 	 	 	 
	 	8.9	Security Documents	103104
	 	 	 	 
	 	8.10	Loan Documents	103105
	 	 	 	 
	 	8.11	Change of Control	103105
	 	 	 	 
	 	8.12	Health Care Laws	103105
	 	 	 	 
	 	9.	RIGHTS AND REMEDIES.	103105
	 	 	 	 
	 	9.1	Rights and Remedies	103105
	 	 	 	 
	 	9.2	Remedies Cumulative	104106
	 	 	 	 
	10.	WAIVERS; INDEMNIFICATION.	104106
	 	 	 	 
	 	10.1	Demand; Protest; etc	104106
	 	 	 	 
	 	10.2	The Lender Group’s Liability for Collateral	104106
	 	 	 	 
	 	10.3	Indemnification	104107
	 	 	 	 
	11.	NOTICES.	105107
	 	 	 
	12.	CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER;
    JUDICIAL REFERENCE PROVISION.	106108
	 	 	 
	13.	ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.	109111
	 	 	 	 
	 	13.1	Assignments and Participations	109111
	 	 	 	 
	 	13.2	Successors	112111
	 	 	 	 
	 	14.	AMENDMENTS; WAIVERS.	112114
	 	 	 	 
	 	14.1	Amendments and Waivers	112114
	 	 	 	 
	 	14.2	Replacement of Certain Lenders	114116
	 	 	 	 
	 	14.3	No Waivers; Cumulative Remedies	115117
	 	 	 	 
	 	15.	AGENT; THE LENDER GROUP.	115117
	 	 	 	 
	 	15.1	Appointment and Authorization of Agent	115117
	 	 	 	 
	 	15.2	Delegation of Duties	116118
	 	 	 	 
	 	15.3	Liability of Agent	116118
	 	 	 	 
	 	15.4	Reliance by Agent	116118





 







    - iv -


     


    

 


TABLE
OF CONTENTS 


(continued)


 





	 	 	 	Page
	 	 	 	 
	 	15.5	Notice of Default or Event of Default	117120
	 	 	 	 
	 	15.6	Credit Decision	117120
	 	 	 	 
	 	15.7	Costs and Expenses; Indemnification	118121
	 	 	 	 
	 	15.8	Agent in Individual Capacity	118121
	 	 	 	 
	 	15.9	Successor Agent	118122
	 	 	 	 
	 	15.10	Lender in Individual Capacity	119122
	 	 	 	 
	 	15.11	Collateral Matters	119123
	 	 	 	 
	 	15.12	Restrictions on Actions by Lenders; Sharing of Payments	121124
	 	 	 	 
	 	15.13	Agency for Perfection	121125
	 	 	 	 
	 	15.14	Payments by Agent to the Lenders	122125
	 	 	 	 
	 	15.15	Concerning the Collateral and Related Loan Documents	122125
	 	 	 	 
	 	15.16	Field Examination Reports;
    Confidentiality; Disclaimers by Lenders; Other Reports and Information	122125
	 	 	 	 
	 	15.17	Several Obligations; No Liability	123126
	 	 	 	 
	 	16.	WITHHOLDING TAXES.	123126
	 	 	 	 
	 	16.1	Payments	123126
	 	 	 	 
	 	16.2	Exemptions	124127
	 	 	 	 
	 	16.3	Reductions	125129
	 	 	 	 
	 	16.4	Refunds	126129
	 	 	 	 
	 	17.	GENERAL PROVISIONS.	126130
	 	 	 	 
	 	17.1	Effectiveness	126130
	 	 	 	 
	 	17.2	Section Headings	126130
	 	 	 	 
	 	17.3	Interpretation	126130
	 	 	 	 
	 	17.4	Severability of Provisions	126130
	 	 	 	 
	 	17.5	Bank Product Providers	127130
	 	 	 	 
	 	17.6	Debtor-Creditor Relationship	127131
	 	 	 	 
	 	17.7	Counterparts; Electronic Execution	127131
	 	 	 	 
	 	17.8	Revival and Reinstatement of Obligations; Certain Waivers	128131
	 	 	 	 
	 	17.9	Confidentiality	128131
	 	 	 	 
	 	17.10	Survival	130133
	 	 	 	 
	 	17.11	Patriot Act; Due Diligence	130133
	 	 	 	 
	 	17.12	Integration	130134
	 	 	 	 


 






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TABLE
OF CONTENTS





(continued)


 





	 	 	 	Page
	 	 	 	 
	 	17.13	Administrative Borrower	130132
	 	 	 	 
	 	17.14	Acknowledgement and Consent to Bail-In of EEA Financial
    Institutions	131132





 







    - vi -


     


    

 


EXHIBITS
AND SCHEDULES


 





	Exhibit A-1	Form of Assignment and Acceptance
	Exhibit B-1	Form of Borrowing Base Certificate
	Exhibit C-1	Form of Compliance Certificate
	Exhibit L-1	Form of LIBOR Notice
	Exhibit J-1	Form of Joinder
	Exhibit P-1	Form of Perfection Certificate
	Schedule A-1	Agent’s Account
	Schedule A-2	Authorized Persons
	Schedule C-1	Commitments
	Schedule D-1	Designated Account
	Schedule E-1	EBITDA Add-backs
	Schedule P-1	Permitted Investments
	Schedule P-2	Permitted Joint Ventures
	Schedule P-3	Permitted Liens
	Schedule R-1	Real Property Collateral
	Schedule 3.1	Conditions Precedent
	Schedule 3.6	Conditions Subsequent
	Schedule 4.1(b)	Capitalization of Borrowers
	Schedule 4.1(c)	Capitalization of Borrowers’ Subsidiaries
	Schedule 4.1(d)	Subscriptions, Options, Warrants, Calls
	Schedule 4.6(b)	Litigation
	Schedule 4.11	Environmental Matters
	Schedule 4.14	Permitted Indebtedness
	Schedule 4.15	Taxes
	Schedule 4.18	Privacy and Information Security
	Schedule 4.23	Material Contracts
	Schedule 4.24	Convertible Notes Documents
	Schedule 4.26(c)	Health Care Matters
	Schedule 5.1	Financial Statements, Reports, Certificates
	Schedule 5.2	Collateral Reporting
	Schedule 6.5	Nature of Business
	Schedule 6.13	Permitted Joint Venture Activities








 







    - vii -


     


    

 


CREDIT
AGREEMENT


 


THIS
CREDIT AGREEMENT, is entered into as of March 9, 2017, by and among the lenders identified on the signature pages hereof (each of
such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that
term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative
agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns
in such capacity, “Agent”), SHARECARE, INC., a Delaware corporation (“Parent”), the Subsidiaries
of Parent identified on the signature pages hereof as “Borrowers”, and those additional entities that hereafter become parties
hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (each,
a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”).


 


The
parties agree as follows:


 


1.
DEFINITIONS AND CONSTRUCTION.


 


1.1
Definitions. As used in this Agreement, the following terms shall have the following definitions:





 


“2013/2016
Convertible Notes Intercreditor Agreement” means that certain Subordination Agreement (Debt and Security Interest), dated March
18, 2016, among Parent, as borrower, Parent (for itself and as successor by merger to DailyStrength, Inc., Health and Fitness Provider
Network, LLC, RealAge, Inc., The Little Blue Book, Inc., and WisePatient LLC), QH Acquisition Sub, LLC, Bactes Imaging Solutions, Inc.,
and Bactes Imaging Solutions, LLC, as grantors, the 2013 Convertible Noteholders, the 2016 Convertible Notesholders, and Claritas Capital
Management Services, Inc., in its capacity as the 2013 Convertible Notes Agent and in its capacity as the 2016 Convertible Notes Agent.


 


“2013
Convertible Noteholders” means the holders of the 2013 Convertible Notes, together with their respective successors and assigns.


 


“2013
Convertible Notes” means each of the following: (a) SecondThird
Amended and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Claritas Capital Fund IV, LP, in the original principal amount of $500,000; (b) SecondThird
Amended and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Claritas Opportunity Fund II, LP, in the original principal amount of $500,000; (c)
SecondThird Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Claritas Opportunity Fund 2013, LP, in the original principal amount of $2,000,000;
(d) SecondThird
Amended and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Claritas SC Bactes Partners, LLC, in the original principal amount of $1,000,000; and
(e) SecondThird
Amended and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of The William Stamps Farish Fund, in the original principal amount of $1,000,000.


 


“2013
Convertible Notes Agency Agreement” means that certain Collateral Agency Agreement, dated as of June 28, 2013, among the 2013
Convertible Notes Agent, the 2013 Convertible Noteholders, and Parent, Bactes Imaging Solutions, Inc. (formerly known as BIS II Acquisition
Sub, Inc.), and Bactes Imaging Solutions, LLC (formerly known as BIS Merger Sub, LLC), as grantors.


 
“2013
Convertible Notes Agent” means the “Collateral Agent” as such term is defined in the 2013 Convertible Notes Agency
Agreement and any Person acting in a similar capacity under any amendment, restatement, supplement, replacement or refinancing thereof.


 


“2013
Convertible Notes Documents” means the 2013 Convertible Notes, the 2013 Convertible Notes Security Agreement, the 2013 Convertible
Notes Agency Agreement, the 2013/2016 Convertible Notes Intercreditor Agreement, and any documents, joinders, instruments and agreements
entered into in connection therewith, in each case, as amended, modified, supplemented or restated from time to time if and to the extent
not prohibited pursuant to the 2013 Convertible Notes Intercreditor Agreement.


 


“2013
Convertible Notes Indebtedness” means the Indebtedness incurred by Parent under the 2013 Convertible Notes in an aggregate
original principal amount of $5,000,000, minus the aggregate amount of all repayments and prepayments of the principal of the
obligations under the 2013 Convertible Notes (other than repayments or prepayments of such obligations in connection with a refinancing,
replacement, renewal or extension thereof).



 




     


     


    

 


“2013
Convertible Notes Intercreditor Agreement” means that certain Amended
and Restated
Subordination Agreement, dated as of the
Closing Date,May 11, 2017, among the 2013 Convertible Notes Agent, the 2013 Convertible
Noteholders, and Agent, the form and substance of which is reasonably satisfactory to Agent.


 


“2013
Convertible Notes Security Agreement” means that certain Security Agreement, dated June 28, 2013, among Parent, Bactes Imaging
Solutions, Inc. (formerly known as BIS II Acquisition Sub, Inc.), and Bactes Imaging Solutions, LLC (formerly known as BIS Merger Sub,
LLC), as grantors, and the 2013 Convertible Notes Agent.


 


“2016
Convertible Noteholders” means the holders of the 2016 Convertible Notes, together with their respective successors and assigns.


 


“2016
Convertible Notes” means each of the following, in each case as amended or amended and restated to the extent permitted
pursuant to the terms of the 2016 Convertible Notes Intercreditor Agreement: (a) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Claritas Opportunity Fund IV, LP, in the original principal amount of $6,000,000;
(b) Second Amended and Restated Convertible Secured Promissory
Note, dated as of March 9,May 11, 2017,
issued by Parent in favor of The Williams Stamp Farish Fund, in the original principal amount of $1,000,000; (c) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of W.S. Farish & Company, in the original principal amount of $1,000,000; (d) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Galen Partners V, L.P., in the original principal amount of $921,325.05; (e) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Galen Partners International V, L.P., in the original principal amount of
$78,674.95; (f) Second Amended and Restated Convertible
Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Heritage Healthcare Innovation Fund, LP, in the original principal amount of
$500,000; (g) Second Amended and Restated Convertible Secured
Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Trustees of Grinnell College, in the original principal amount of $3,000,000; (h) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Oz Property Holdings, LLC, in the original principal amount of $500,000; (i) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Cinder Cone, LLC, in the original principal amount of $250,000; (j) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Arsenal Venture Partners II, L.P., in the original principal amount of
$405,879.20; (k) Second Amended and Restated Convertible
Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Arsenal Venture Partners IIA, L.P., in the original principal amount of
$94,120.80; (l) Second Amended and Restated Convertible
Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Jeffrey A. Allred, in the original principal amount of $100,000; (m) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Jeffrey T. Arnold, in the original principal amount of $500,000; (n) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Justin Ferrero, in the original principal amount of $125,000; (o) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Dawn Whaley, in the original principal amount of $125,000; (p) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Kenneth R. Goulet, in the original principal amount of $350,000; (q) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Stephen Sullivan, in the original principal amount of $100,000; (r) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of IS Capital LLC, in the original principal amount of $250,000; (s) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Michigan Growth Capital Partners II, L.P., in the original principal amount of
$1,500,000; (t) Second Amended and Restated Convertible
Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Claritas Sharecare Notes, LLC, in the original principal amount of $3,650,000; (u) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Claritas Dozoretz Partners, LLC, in the original principal amount of $350,000; (v) Second
Amended and Restated Convertible Secured Promissory Note, dated as of March
 9,May 11, 2017, issued by Parent in favor of KFBSF Private Equity Fund
III, L.P., in the original principal amount of $100,000; (w) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Claritas Sharp Partners, LLC, in the original principal amount of $500,000; (x) Second Amended
and Restated Convertible Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of Aerojet Rocketdyne Master Retirement Trust, in the original principal amount of
$6,500,000; (y) Second Amended and Restated Convertible
Secured Promissory Note, dated as of March 9,May
11, 2017, issued by Parent in favor of WHX Pension Plan Trust, in the original principal amount of $3,500,000.;
and (z3,500,000; (z)
Amended and Restated Convertible Secured Promissory Note, dated as of May 11, 2017, issued by Parent in favor of Arsenal Venture
Partners II, L.P., in the original principal amount of $202,939.50; (aa) Amended and Restated Convertible Secured Promissory Note,
dated as of May 11, 2017, issued by Parent in favor of Arsenal Venture Partners IIA, L.P., in the original principal amount of
$47,060.50; (bb) Amended and Restated Convertible Secured Promissory Note, dated as of May 11, 2017, issued by Parent in favor of
Claude W. & Dolly Ahrens Foundation, in the original principal amount of $200,000; (cc) Amended and Restated Convertible Secured
Promissory Note, dated as of May 11, 2017, issued by Parent in favor of Jeffrey A. Allred IRA, in the original principal amount of
$100,000; (dd) Amended and Restated Convertible Secured Promissory Note, dated as of May 11, 2017, issued by Parent in favor of
Claritas Sharecare Notes, LLC, in the original principal amount of $50,000; (ee) Amended and Restated Convertible Secured Promissory
Note, dated as of May 11, 2017, issued by Parent in favor of Claritas Sharp Partners, LLC, in the original principal amount of
$500,000; (ff) Amended and Restated Convertible Secured Promissory Note, dated as of May 11, 2017, issued by Parent in favor of
Claritas Cornerstone Partners, L.P., in the original principal amount of $500,000; and (gg)
each other Convertible Secured Promissory Note issued pursuant to the terms and conditions of the 2016 Convertible Notes Purchase
Agreement to the extent permitted under this Agreement.


 







    - 2 -


     


    

 


“2016
Convertible Notes Agency Agreement” means that certain Collateral Agency Agreement, dated as of March 18, 2016, among the 2016
Convertible Notes Agent, the 2016 Convertible Noteholders, and Parent (for itself and as successor by merger to DailyStrength, Inc.,
Health and Fitness Provider Network, LLC, RealAge, Inc., The Little Blue Book, Inc., and WisePatient LLC), QH Acquisition Sub, LLC, Bactes
Imaging Solutions, Inc., and Bactes Imaging Solutions, LLC, as grantors.


 


“2016
Convertible Notes Agent” means the “Collateral Agent” as such term is defined in the 2016 Convertible Notes Agency
Agreement and any Person acting in a similar capacity under any amendment, restatement, supplement, replacement or refinancing thereof.


 


“2016
Convertible Notes Documents” means the 2016 Convertible Notes, the 2016 Convertible Notes Purchase Agreement, the Convertible
Notes Agency Agreement, the 2016 Convertible Notes Security Agreement, the 2013/2016 Convertible Notes Intercreditor Agreement, and any
documents, joinders, instruments and agreements entered into in connection therewith, in each case, as amended, modified, supplemented
or restated from time to time if and to the extent not prohibited pursuant to the 2016 Convertible Notes Intercreditor Agreement.


 


“2016
Convertible Note Indebtedness” means the Indebtedness incurred by Parent under the 2016 Convertible Notes in an aggregate original
principal amount of $33,000,000,not to exceed $45,000,000,
minus the aggregate amount of all repayments and prepayments of the principal of the obligations under the 2016
Convertible Notes (other than repayments or prepayments of such obligations in connection with a refinancing, replacement, renewal or
extension thereof).





 


“2016
Convertible Notes Intercreditor Agreement” means that certain Amended
and Restated
Subordination Agreement, dated as of the
Closing Date,May 11], 2017, among the 2016 Convertible Notes Agent, the 2016
Convertible Noteholders, and Agent, the form and substance of which is reasonably satisfactory to Agent.


 


“2016
Convertible Notes Purchase Agreement” means that certain Convertible Note and Warrant Purchase Agreement, dated as of March
18, 2016, among Parent and the “Purchasers” party thereto, as amended by that certain First Amendment to Convertible Note
and Warrant Purchase Agreement, dated as of June 30, 2016, and by that certain Second
Amendment to Convertible Note and Warrant Purchase Agreement, dated as of March 9, 2017, and by that certain
Third Amendment to Convertible Note and Warrant Purchase Agreement, dated as of May 11,
2017.


 


“Account”
means an account (as that term is defined in the Code).


 


“Account
Debtor” means any Person who is obligated on an Account, chattel paper, or a general intangible.


 


“Account
Party” has the meaning specified therefor in Section 2.11(b) of this Agreement.


 


“Accounting
Changes” means changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion
by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants (or successor thereto or any agency
with similar functions).


 


“Acquired
Indebtedness” means Indebtedness of a Person whose assets or Equity Interests are acquired by a Loan Party or any of its Subsidiaries
in a Permitted Acquisition; provided, that such Indebtedness (a) is either purchase money Indebtedness or a Capital Lease with
respect to Equipment or mortgage financing with respect to Real Property, (b) was in existence prior to the date of such Permitted Acquisition,
and (c) was not incurred in connection with, or in contemplation of, such Permitted Acquisition.


 






    - 3 -


     


    




 


“Acquisition”
means (a) the purchase or other acquisition by a Person or its Subsidiaries of all or substantially all of the assets of (or substantially
all of the assets of any division or business line of) any other Person, or (b) the purchase or other acquisition (whether by means of
a merger, consolidation, or otherwise) by a Person or its Subsidiaries of all of the Equity Interests of any other Person.


 


“Additional
Documents” has the meaning specified therefor in Section 5.12 of this Agreement.


 


“Adjusted
Borrowing Base” means, as of any date of determination, the result of (a) the Borrowing Base then in effect, less (b)
the amount of credit availability created by clause (b) of the definition of Borrowing Base.


 


“Administrative
Borrower” has the meaning specified therefor in Section 17.13 of this Agreement.


 


“Administrative
Questionnaire” has the meaning specified therefor in Section 13.1(a) of this Agreement.


 


“Affected
Lender” has the meaning specified therefor in Section 2.13(b) of this Agreement.


 


“Affiliate”
means, as applied to any Person, any other Person who controls, is controlled by, or is under common control with, such Person. For purposes
of this definition, “control” means the possession, directly or indirectly through one or more intermediaries, of the power
to direct the management and policies of a Person, whether through the ownership of Equity Interests, by contract, or otherwise; provided,
that for purposes of the definition of Eligible Accounts and Section 6.10 of this Agreement: (a) any Person which owns directly
or indirectly 10% or more of the Equity Interests having ordinary voting power for the election of directors or other members of the
governing body of a Person or 10% or more of the partnership or other ownership interests of a Person (other than as a limited partner
of such Person) shall be deemed an Affiliate of such Person, (b) each director (or comparable manager) of a Person shall be deemed to
be an Affiliate of such Person, and (c) each partnership in which a Person is a general partner shall be deemed an Affiliate of such
Person; provided further that, notwithstanding anything to the contrary contained in the foregoing, each Permitted Joint Venture
shall constitute an Affiliate of the Loan Parties and their Subsidiaries.


 


“Agent”
has the meaning specified therefor in the preamble to this Agreement.


 


“Agent-Related
Persons” means Agent, together with its Affiliates, officers, directors, employees, attorneys, and agents.


 


“Agent’s
Account” means the Deposit Account of Agent identified on Schedule A-1 to this Agreement (or such other Deposit Account
of Agent that has been designated as such, in writing, by Agent to Borrowers and the Lenders).


 


“Agent’s
Liens” means the Liens granted by each Loan Party or its Subsidiaries to Agent under the Loan Documents and securing the Obligations.


 




    - 4 -


     


    

 


“Agreement”
means this Credit Agreement, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.


 


“Anti-Corruption
Laws” means the FCPA, the U.K. Bribery Act of 2010, as amended, and all other applicable laws and regulations or ordinances
concerning or relating to bribery or corruption in any jurisdiction in which any Loan Party or any of its Subsidiaries or Affiliates
is located or is doing business.


 


“Anti-Money
Laundering Laws” means the applicable laws or regulations in any jurisdiction in which any Loan Party or any of its Subsidiaries
or Affiliates is located or is doing business that relates to money laundering, any predicate crime to money laundering, or any financial
record keeping and reporting requirements related thereto.


 


“Applicable
Advance Rate” means, as of any date of determination (a) during the period from the Closing Date through and including the
Borrowing Base Certificate Delivery Date with respect to the month ended December 31, 2017, 90%, (b) during the period from the first
day following the Borrowing Base Certificate Delivery Date with respect to the month ended December 31, 2017, through and including the
Borrowing Base Certificate Delivery Date with respect to the month ended March 31, 2018, 88%, (c) during the period from the first day
following the Borrowing Base Certificate Delivery Date with respect to the month ended March 31, 2018, through and including the Borrowing
Base Certificate Delivery Date with respect to the month ended June 30, 2018, 87%, (d) during the period from the first day following
the Borrowing Base Certificate Delivery Date with respect to the month ended June 30, 2018, through and including the Borrowing Base
Certificate Delivery Date with respect to the month ended September 30, 2018, 86%, and (e) at all times after the Borrowing Base Certificate
Delivery Date with respect to the month ended September 30, 2018, 85%.


 


“Applicable
Margin” means, as of any date of determination and with respect to Base Rate Loans or LIBOR Rate Loans, as applicable, the
applicable margin set forth in the following table that corresponds to the Fixed Charge Coverage Ratio calculation for the Reference
Period ending on the last day of the most recently completed fiscal quarter which calculation has been delivered to Agent pursuant to
Section 5.1 of this Agreement (the “Fixed Charge Coverage Ratio Calculation”); provided, that for the
period from the Closing Date through and including December 31, 2017, the Applicable Margin shall be set at the margin in the row styled
“Level III”; provided further, that any time an Event of Default has occurred and is continuing, the Applicable Margin
shall be set at the margin in the row styled “Level III”:


 


	Level	Fixed
    Charge Coverage Ratio	Applicable
    Margin for Base Rate Loans (the “Base Rate Margin”)	Applicable
    Margin for LIBOR Rate Loans (the “LIBOR Rate Margin”)
	I	>
    1.50 to 1.00	2.50
    percentage points	3.50
    percentage points
	II	<
    1.50 to 1.00 and

    >
    1.00 to 1.00
	2.75
    percentage points	3.75
    percentage points
	III	<
    1.00 to 1.00	3.00
    percentage points	4.00
    percentage points


 






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Except as
set forth in the foregoing proviso, the Applicable Margin shall be based upon the most recent Fixed Charge Coverage Ratio Calculation,
which will be calculated as of the end of each fiscal quarter. Except as set forth in the foregoing provisos, the Applicable Margin shall
be re-determined quarterly on the first day of the month following the date of delivery to Agent of the certified Fixed Charge Coverage
Ratio Calculation; provided, that if Borrowers fail to provide such certification when such certification is due, the Applicable
Margin shall be set at the margin in the row styled “Level III” as of the first day of the month following the date on which
the certification was required to be delivered until the date on which such certification is delivered (on which date (but not retroactively),
without constituting a waiver of any Default or Event of Default occasioned by the failure to timely deliver such certification, the
Applicable Margin shall be set at the margin based upon the calculations disclosed by such certification. In the event that the information
regarding the Fixed Charge Coverage Ratio contained in any certificate delivered pursuant to Section 5.1 of the Agreement is shown
to be inaccurate, and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period (an
“Applicable Period”) than the Applicable Margin actually applied for such Applicable Period, then (i) Borrowers shall
immediately deliver to Agent a correct certificate for such Applicable Period, (ii) the Applicable Margin shall be determined as if the
correct Applicable Margin (as set forth in the table above) were applicable for such Applicable Period, and (iii) Borrowers shall immediately
deliver to Agent full payment in respect of the accrued additional interest as a result of such increased Applicable Margin for such
Applicable Period, which payment shall be promptly applied by Agent to the affected Obligations.


 


“Application
Event” means the occurrence of (a) a failure by Borrowers to repay all of the Obligations in full on the Maturity Date, or
(b) an Event of Default and the election by Agent or the Required Lenders to require that payments and proceeds of Collateral be applied
pursuant to Section 2.4(b)(iii) of this Agreement.


 


“Assignee”
has the meaning specified therefor in Section 13.1(a) of this Agreement.


 


“Assignment and Acceptance” means
an Assignment and Acceptance Agreement substantially in the form of Exhibit A-1 to this Agreement.


 


“Authorized
Person” means any one of the individuals identified as an officer of a Borrower on Schedule A-2 to this Agreement, or
any other individual identified by Administrative Borrower as an authorized person and authenticated through Agent’s electronic
platform or portal in accordance with its procedures for such authentication.


 


“Availability”
means, as of any date of determination, the amount that Borrowers are entitled to borrow as Revolving Loans under Section 2.1
of this Agreement (after giving effect to the then outstanding Revolver Usage).


 


“Available
Increase Amount” means, as of any date of determination, an amount equal to the result of (a) $15,000,000, minus
(b) the aggregate principal amount of Increases to the Revolver Commitments previously made pursuant to Section 2.14 of this Agreement.


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of
any liability of an EEA Financial Institution.


 


“Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described
in the EU Bail-In Legislation Schedule.


 


“Bank
Product” means any one or more of the following financial products or accommodations extended to any Loan Party or any of its
Subsidiaries by a Bank Product Provider: (a) credit cards (including commercial cards (including so-called “purchase cards”,
“procurement cards” or “p-cards”)), (b) payment card processing services, (c) debit cards, (d) stored value
cards, (e) Cash Management Services, or (f) transactions under Hedge Agreements.


 




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“Bank
Product Agreements” means those agreements entered into from time to time by any Loan Party or any of its Subsidiaries with
a Bank Product Provider in connection with the obtaining of any of the Bank Products.


 


“Bank
Product Collateralization” means providing cash collateral (pursuant to documentation reasonably satisfactory to Agent) to
be held by Agent for the benefit of the Bank Product Providers (other than the Hedge Providers) in an amount determined by Agent, in
its Permitted Discretion, as sufficient to satisfy the reasonably estimated credit exposure, operational risk or processing risk with
respect to the then existing Bank Product Obligations (other than Hedge Obligations).


 


“Bank
Product Obligations” means (a) all obligations, liabilities, reimbursement obligations, fees, or expenses owing by each Loan
Party and its Subsidiaries to any Bank Product Provider pursuant to or evidenced by a Bank Product Agreement and irrespective of whether
for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising,
(b) all Hedge Obligations, and (c) all amounts that Agent or any Lender is obligated to pay to a Bank Product Provider as a result of
Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product
Provider with respect to the Bank Products provided by such Bank Product Provider to a Loan Party or its Subsidiaries.


 


“Bank
Product Provider” means Wells Fargo or any of its Affiliates, including each of the foregoing in its capacity, if applicable,
as a Hedge Provider.


 


“Bank
Product Reserves” means, as of any date of determination, those reserves that Agent, in its Permitted Discretion, deems necessary
or appropriate to establish (based upon the Bank Product Providers’ determination of the liabilities and obligations of each Loan
Party and its Subsidiaries in respect of Bank Product Obligations) in respect of Bank Products then provided or outstanding.


 


“Bankruptcy
Code” means title 11 of the United States Code, as in effect from time to time.


 


“Base
Rate” means the greatest of (a) the Federal Funds Rate plus 1⁄2%, (b) the LIBOR Rate (which rate shall be
calculated based upon an Interest Period of one month and shall be determined on a daily basis), plus one percentage point,
and (c) the rate of interest announced, from time to time, within Wells Fargo at its principal office in San Francisco as its “prime
rate”, with the understanding that the “prime rate” is one of Wells Fargo’s base rates (not necessarily the lowest
of such rates) and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto
and is evidenced by the recording thereof after its announcement in such internal publications as Wells Fargo may designate (and, if
any such announced rate is below zero, then the rate determined pursuant to this clause (c) shall be deemed to be zero).


 


“Base
Rate Loan” means each portion of the Revolving Loans that bears interest at a rate determined by reference to the Base Rate.


 


“Base
Rate Margin” has the meaning set forth in the definition of Applicable Margin.


 




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“Benefit
Plan” means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which any Loan Party or any of
its Subsidiaries or ERISA Affiliates has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years.


 


“Board
of Directors” means, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof
duly authorized to act on behalf of the board of directors (or comparable managers).


 


“Board
of Governors” means the Board of Governors of the Federal Reserve System of the United States (or any successor).


 


“Borrower”
and “Borrowers” have the respective meanings specified therefor in the preamble to this Agreement.


 


“Borrower
Materials” has the meaning specified therefor in Section 17.9(c) of this Agreement.


 


“Borrowing”
means a borrowing consisting of Revolving Loans made on the same day by the Lenders (or Agent on behalf thereof), or by Swing Lender
in the case of a Swing Loan, or by Agent in the case of an Extraordinary Advance.


 


“Borrowing
Base” means, as of any date of determination, the result of:


 


(a)
the result of:


 


(i)
the result of the Applicable Advance Rate then in effect, times the result of (A) the amount of Eligible Accounts, minus
(B) the Credit and Unapplied Collection Amount, minus (C) the amount, if any, of the Dilution Reserve with respect
to Accounts (other than Unbilled Accounts), plus


 


(ii)
the lesser of (A) the Applicable Advance Rate then in effect, times the result of (x) the amount of Eligible Unbilled
Accounts, minus (y) the amount, if any, of the Dilution Reserve with respect to Unbilled Accounts, and (B) the Eligible
Unbilled Availability Cap then in effect, plus


 


(b)
at the option of Administrative Borrower, 100% of Eligible Cash, minus


 


(c)
the aggregate amount of Reserves, if any, established by Agent from time to time under Section 2.1(c) of this Agreement.


 


“Borrowing
Base Certificate” means a certificate in the form of Exhibit B-1 to this Agreement.


 


“Borrowing
Base Certificate Delivery Date” means, with respect to any month, the earlier of (a) the date of delivery of the Borrowing
Base Certificate setting forth the certified calculation of the Borrowing Base as of the last day of such month pursuant to Section
5.2 of this Agreement, and (b) the date that such certification is required to be delivered pursuant to Section 5.2 of this
Agreement.


 


“Business
Day” means any day that is not a Saturday, Sunday, or other day on which banks are authorized or required to close in the state
of New York, except that, if a determination of a Business Day shall relate to a LIBOR Rate Loan, the term “Business Day”
also shall exclude any day on which banks are closed for dealings in Dollar deposits in the London interbank market.


 




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“Capital
Expenditures” means, with respect to any Person for any period, the amount of all expenditures by such Person and its Subsidiaries
during such period that are capital expenditures as determined in accordance with GAAP, whether such expenditures are paid in cash or
financed, but excluding, without duplication (a) with respect to the purchase price of assets that are purchased substantially contemporaneously
with the trade-in of existing assets during such period, the amount that the gross amount of such purchase price is reduced by the credit
granted by the seller of such assets for the assets being traded in at such time, (b) expenditures made during such period to consummate
one or more Permitted Acquisitions, (c) capitalized software development costs to the extent such costs are deducted from net earnings
under the definition of EBITDA for such period, (d) expenditures made during such period that are purchased with the net cash proceeds
of any Permitted Disposition to the extent such net cash proceeds are not required to be applied to the repayment of Indebtedness, (e)
expenditures made during such period to the extent made with the identifiable proceeds of an equity investment in a Loan Party or any
of its Subsidiaries which equity investment is made substantially contemporaneously with the making of the expenditure, and (f) expenditures
during such period that, pursuant to a written agreement, are reimbursed by a third Person (excluding any Loan Party or any of its Affiliates).


 


“Capitalized
Lease Obligation” means that portion of the obligations under a Capital Lease that is required to be capitalized in accordance
with GAAP.


 


“Capital
Lease” means a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.


 


“CareFirst”
means (a) Group Hospitalization & Medical Services, Inc., (b) CareFirst of Maryland, Inc., and (c) CareFirst BlueChoice, Inc.


 


“Cash
Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued
by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date
of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political
subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and,
at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”)
or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no more than 270 days from
the date of creation thereof and, at the time of acquisition, having a rating of at least A-1 from S&P or at least P-1 from Moody’s,
(d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within one year from the date
of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia
or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than
$1,000,000,000, (e) Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii)
any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such
other bank is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the
requirements of clause (d) of this definition or of any recognized securities dealer having combined capital and surplus of not less
than $1,000,000,000, having a term of not more than seven days, with respect to securities satisfying the criteria in clauses (a) or
(d) above, (g) debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit
issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) Investments in money market funds substantially
all of whose assets are invested in the types of assets described in clauses (a) through (g) above.


 




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“Cash
Management Services” means any cash management or related services including treasury, depository, return items, overdraft,
controlled disbursement, merchant store value cards, e-payables services, electronic funds transfer, interstate depository network, automatic
clearing house transfer (including the Automated Clearing House processing of electronic funds transfers through the direct Federal Reserve
Fedline system) and other cash management arrangements.


 


“CFC”
means a controlled foreign corporation (as that term is defined in the IRC) in which any Loan Party is a "United States shareholder"
within the meaning of Section 951(b) of the IRC.


 


“CHAMPVA”
means, collectively, the Civilian Health and Medical Program of the Department of Veterans Affairs, and all laws, rules, regulations,
manuals, orders, guidelines or requirements (whether or not having the force of law) pertaining to such program, in each case as the
same may be amended, supplemented or otherwise modified from time to time.


 


“Change
in Law” means the occurrence after the date of this Agreement of: (a) the adoption or effectiveness of any law, rule, regulation,
judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration,
interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, or (c)
the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of
law; provided, that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer
Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, and (ii) all requests,
rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee
on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each
case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.


 


“Change
of Control” means that:


 


(a)
prior to a Qualifying IPO, Specified Holders shall cease to beneficially own and control, directly or indirectly, at least 70% of Equity
Interests of Parent held by Specified Holders as of the Closing Date,


 


(b)
prior to a Qualifying IPO, any “person” or “group” (within the meaning of Sections 13(d) and 14(d) of the Exchange
Act) (other than Specified Holders or the Sharecare Employee Stock Fund) shall become the beneficial owner (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of Equity Interests of Parent (or other securities convertible into such Equity Interests)
representing 25% or more of the combined voting power of all Equity Interests of Parent entitled (without regard to the occurrence of
any contingency) to vote for the election of members of the Board of Directors of Parent,


 


(c)
on or after a Qualifying IPO, any Person or two or more Persons acting in concert (other than Specified Holders), shall have acquired
beneficial ownership, directly or indirectly, of Equity Interests of Parent (or other securities convertible into such Equity Interests)
representing 40% or more of the combined voting power of all Equity Interests of Parent entitled (without regard to the occurrence of
any contingency) to vote for the election of members of the Board of Directors of Parent,


 


(d)
on or after a Qualifying IPO, any Person or two or more Persons acting in concert (other than Specified Holders), shall have acquired
by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation thereof, will result in its or
their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of Parent
or control over the Equity Interests of such Person entitled to vote for members of the Board of Directors of Parent on a fully-diluted
basis (and taking into account all such Equity Interests that such Person or group has the right to acquire pursuant to any option right)
representing 40% or more of the combined voting power of such Equity Interests,


 






    - 10 -


     


    




 


(e)
during any period of 24 consecutive months commencing on or after the Closing Date, the occurrence of a change in the composition of
the Board of Directors of Parent such that a majority of the members of such Board of Directors are not Continuing Directors,


 


(f)
Parent shall fail to own and control, directly or indirectly, 100% of the Equity Interests of each other Loan Party, or


 


(g)
the occurrence of any “Change of Control” (or any comparable term or provision) under or with respect to any Equity Interests
of any Loan Party or any of its Subsidiaries or any of the Indebtedness of any Loan Party or any of its Subsidiaries with an outstanding
principal amount in excess of $10,000,000 that is contractually subordinated to the Obligations
(including (i) the Convertible Notes Indebtedness, (ii) the Second Lien Indebtedness, and (iiiii)
any Permitted Mezzanine Debt).


 


“Chattel
Paper” has the meaning specified therefor in the Guaranty and Security Agreement.


 


“Closing
Date” means the date of the making of the initial Revolving Loan (or other extension of credit) under this Agreement.


 


“Code”
means the New York Uniform Commercial Code, as in effect from time to time. “Collateral” means all assets and interests
in assets and proceeds thereof now owned or hereafter acquired by any Loan Party or its Subsidiaries in or upon which a Lien is granted
by such Person in favor of Agent or the Lenders under any of the Loan Documents.


 


“Collateral
Access Agreement” means a landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor,
consignee, or other Person in possession of, having a Lien upon, or having rights or interests in any Loan Party’s or its Subsidiaries’
books and records, Equipment, or Inventory, in each case, in form and substance reasonably satisfactory to Agent.


 


“Collections”
means, all cash, checks, notes, instruments, and other items of payment (including insurance proceeds, cash proceeds of asset sales,
rental proceeds and tax refunds).


 


“Commercial
Tort Claims” has the meaning specified therefor in the Guaranty and Security Agreement.


 


“Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute.


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit C-1 to this Agreement delivered by the chief financial
officer or treasurer of Parent to Agent.


 


“Confidential
Information” has the meaning specified therefor in Section 17.9(a) of this Agreement.


 




    - 11 -


     


    

 


“Continuing
Director” means (a) any member of the Board of Directors who was a director (or comparable manager) of Parent on the Closing
Date, and (b) any individual who becomes a member of the Board of Directors after the Closing Date if such individual was approved, appointed
or nominated for election to the Board of Directors by either the Permitted Holders or a majority of the Continuing Directors.


 


“Control
Agreement” means a control agreement, in form and substance reasonably satisfactory to Agent, executed and delivered by a Loan
Party or one of its Subsidiaries, Agent, the Second
Lien Agent (if applicable), and the applicable securities intermediary
(with respect to a Securities Account) or bank (with respect to a Deposit Account).


 


“Convertible
Notes” means (a) the 2013 Convertible Notes and (b) the 2016 Convertible Notes.


 


“Convertible
Notes Documents” means the 2013 Convertible Notes Documents and the 2016 Convertible Notes Documents.


 


“Convertible
Notes Indebtedness” means the 2013 Convertible Notes Indebtedness and the 2016 Convertible Notes Indebtedness.


 


“Convertible
Notes Intercreditor Agreements” means the 2013 Convertible Notes Intercreditor Agreement and the 2016 Convertible Notes Intercreditor
Agreement.


 


“Copyright” has the meaning specified therefor in the Guaranty and Security Agreement.


 


“Copyright
Security Agreement” has the meaning specified therefor in the Guaranty and Security Agreement.


 


“Covenant
Adjustment Date” means the last day of the fourth consecutive fiscal quarter of Parent for which Borrowers have delivered to
Agent quarterly or annual financial statements pursuant to Section 5.1 of this Agreement, together with a Compliance Certificate
with respect thereto, demonstrating that the Fixed Charge Coverage Ratio of Parent as of the last day of such fiscal quarter, for the
four fiscal quarter period then ended, was at least 1.10 to 1.00.


 


“Credit
and Unapplied Collection Amount” means, at any time, the sum of (a) any credit charges of any Account Debtors of Eligible Accounts
that are aged greater than 120 days from the invoice date and (b) any collections on Accounts that have been received by a Borrower but
have not yet been applied to the invoice.


 


“Default”
means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.


 






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“Defaulting
Lender” means any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date
such Loans were required to be funded hereunder unless such Lender notifies Agent and Administrative Borrower in writing that such failure
is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent,
together with any applicable Default or Event of Default, shall be specifically identified in such writing) has not been satisfied, or
(ii) pay to Agent, Issuing Bank, or any other Lender any other amount required to be paid by it hereunder (including in respect of its
participation in Letters of Credit) within two Business Days of the date when due, (b) has notified any Borrower, Agent or Issuing Bank
in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless
such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is
based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable
Default or Event of Default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed,
within three Business Days after written request by Agent or Administrative Borrower, to confirm in writing to Agent and Administrative
Borrower that it will comply with its prospective funding obligations hereunder (provided, that such Lender shall cease to be
a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by Agent and Administrative Borrower), or (d)
has, or has a direct or indirect parent company that has, (i) become the subject of any Insolvency Proceeding, (ii) had appointed for
it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory
authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided, that a Lender shall not be a Defaulting
Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company
thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such
Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
Any determination by Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive
and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such
determination to Administrative Borrower, Issuing Bank, and each Lender.


 


“Defaulting
Lender Rate” means (a) for the first three days from and after the date the relevant payment is due, the Base Rate, and (b)
thereafter, the interest rate then applicable to Revolving Loans that are Base Rate Loans (inclusive of the Base Rate Margin applicable
thereto).


 


“Deposit
Account” means any deposit account (as that term is defined in the Code).


 


“Designated Account” means the
Deposit Account of Administrative Borrower identified on Schedule D-1 to this Agreement (or such other Deposit Account of Administrative
Borrower located at Designated Account Bank that has been designated as such, in writing, by Borrowers to Agent).


 


“Designated
Account Bank” has the meaning specified therefor in Schedule D-1 to this Agreement (or such other bank that is located
within the United States that has been designated as such, in writing, by Borrowers to Agent).


 


“Dilution”
means, as of any date of determination, a percentage based upon the experience of the immediately prior 12 months, that is the result
of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect
to Borrowers’ Accounts during such period (in the case of (i) discounts and credits, to the extent such items are not reflected
on an original invoice unless otherwise required by Agent in its Permitted Discretion, (ii) credits, determined net of rebilled amounts
to the extent agreed by Agent in its Permitted Discretion, and (iii) all items, without duplication of any such items to the extent taken
into account in determining the eligibility of Eligible Accounts or to the extent accounted for in the implementation of any Reserves),
by (b) Borrowers’ billings with respect to Accounts during such period; provided that, notwithstanding the foregoing, Dilution
with respect to Accounts of Healthways shall be determined for dates prior to December 31, 2017, not based upon the prior 12-month period,
but based upon the experience of a period equal to the number of complete calendar months elapsed since January 1, 2017.


 




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“Dilution
Reserve” means, as of any date of determination, an amount sufficient to reduce the Applicable Advance Rate by one percentage
point (or portion thereof) for every percentage point (or portion thereof) that Dilution exceeds 5%.


 


“Disqualified
Equity Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interests
into which they are convertible or for which they are exchangeable), or upon the happening of any event or condition (a) matures or are
mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except
as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control
or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable
and the termination of the Revolver Commitments), (b) are redeemable at the option of the holder thereof (other than solely for Qualified
Equity Interests), in whole or in part, (c) provide for the scheduled payments of dividends in cash at any time that such cash payment
is not permitted under this Agreement, or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests
that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date.


 


“Dollars”
or “$” means United States dollars.


 


“Domestic
Subsidiary” means any Subsidiary of any Loan Party that is not a Foreign Subsidiary.


 


“Drawing
Document” means any Letter of Credit or other document presented for purposes of drawing under any Letter of Credit, including
by electronic transmission such as SWIFT, electronic mail, facsimile or computer generated communication.


 


“Earn-Outs”
means unsecured liabilities of a Loan Party arising under an agreement to make any deferred payment as a part of the Purchase Price for
a Permitted Acquisition, including performance bonuses or consulting payments in any related services, employment or similar agreement,
in an amount that is subject to or contingent upon the revenues, income, cash flow or profits (or the like) of the target of such Permitted
Acquisition.


 


“EBITDA”
means, with respect to any fiscal period and with respect to Parent determined, in each case, on a consolidated basis in accordance with
GAAP:


 


(a)
the consolidated net income (or loss), 


 


minus


 


(b)
without duplication, the sum of the following amounts for such period to the extent included in determining consolidated net income (or
loss) for such period:


 


(i)
extraordinary gains,


 


(ii)
interest income, and


 


(iii)
any software development costs to the extent capitalized in a manner inconsistent with Parent’s practices with respect to such
costs in effect prior to the Closing Date,


 


plus


 




    - 14 -


     


    

 


(c)
without duplication, the sum of the following amounts for such period to the extent included in determining consolidated net income (or
loss) for such period:


 


(i)
any extraordinary non-cash losses,


 


(ii)
Interest Expense,


 


(iii)
income taxes,


 


(iv)
depreciation and amortization,


 


(v)
non-cash compensation expense in the form of Equity Interests, the granting of stock options, and the granting of stock appreciation
rights and similar arrangements (including any repricing, amendment, modification, substitution, or change of any such Equity Interests,
stock option, stock appreciation rights, or similar arrangements) minus the amount of any such expense when paid in cash to the
extent not deducted in the computation of net income (or loss),


 


(vi)
non-cash write-downs or write-offs of fixed or intangible assets (excluding write-downs of Accounts) (provided, that to the extent
any non-cash item added back to EBITDA in any period results in a cash payment in such period or a subsequent period such cash payment
shall result in a reduction of EBITDA in the period when such payment is made),


 


(vii)
non-recurring severance and restructuring expenses in an aggregate amount not to exceed $5,000,000 in any fiscal year,


 


(viii)
with respect to any Permitted Acquisition or Permitted Indebtedness (whether or not any transaction is actually consummated, but only
if and to the extent approved by the Board of Directors of Parent), transaction expenses incurred in connection therewith prior to, on
or within 90 days (or such longer period as may be agreed by Agent) of the consummation of such Permitted Acquisition or the incurrence
of such Permitted Indebtedness (or, in the case of any transaction not actually consummated, within 90 days of the termination of such
proposed transaction), as the case may be, in an aggregate amount not to exceed $2,500,000 (or such greater amount as may be agreed by
Agent) in any fiscal year, and


 


(ix)
(ix) add-backs acceptable to Agent. the add-backs identified on Schedule E-1 to this Agreement and other For the purposes of calculating
EBITDA for any Reference Period, if at any time during such Reference Period (and on or after the Closing Date), any Loan Party or any
of its Subsidiaries shall have made a Permitted Acquisition, EBITDA for such Reference Period shall be calculated after giving pro
forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to such Permitted
Acquisition, are factually supportable, and are expected to have a continuing impact, in each case to be mutually and reasonably agreed
upon by Parent and Agent) or in such other manner acceptable to Agent as if any such Permitted Acquisition or adjustment occurred on
the first day of such Reference Period.


 


In addition,
notwithstanding anything to the contrary contained in the foregoing, (x) for purposes of determining EBITDA for any Reference Period
which ends prior to December 31, 2017, EBITDA for such Reference Period shall be calculated in accordance with the proviso contained
in the definition Reference Period, (y) EBITDA of the Loan Parties and their Subsidiaries calculated on a consolidated basis for
any Reference Period shall not include the EBITDA of any Permitted Joint Ventures, and (z) the aggregate amount of EBITDA attributable
to Foreign Subsidiaries for any Reference Period shall not exceed the greater of (1) $2,000,000 and (2) 15% of EBITDA.


 






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“EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject
to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution
described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary
of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA
Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Eligible
Accounts” means those Accounts created by a Borrower in the ordinary course of its business, that arise out of such Borrower’s
sale of goods or rendition of services, that comply with each of the representations and warranties respecting Eligible Accounts made
in Section 4.4(b), 4.5 or 4.22 of this Agreement, in Section 6(i) or 6(k) of the Guaranty and Security
Agreement, or in any Borrowing Base Certificate, and that are not excluded as ineligible by virtue of one or more of the excluding criteria
set forth below; provided, that such criteria may be revised from time to time by Agent in Agent’s Permitted Discretion
to address the results of any information with respect to the Borrowers’ business or assets of which Agent becomes aware after
the Closing Date, including any field examination performed by (or on behalf of) Agent from time to time after the Closing Date. In determining
the amount to be included, Eligible Accounts shall be calculated (without duplication of the Credit and Unapplied Collection Amount,
Dilution or Reserves) net of customer deposits, unapplied cash, taxes, finance charges, service charges, discounts, credits, allowances,
and rebates. Eligible Accounts shall not include the following:





 


(d)
Accounts that the Account Debtor has failed to pay within 150 days of original invoice date,





 


(e)
Accounts owed by an Account Debtor (or its Affiliates) where 50% or more of all Accounts owed by that Account Debtor (or its Affiliates)
are deemed ineligible under clause (a) above,


 


(f)
Accounts with selling terms of more than, (i) in the case of Accounts with respect to which Publicis Health Media, LLC is the Account
Debtor, 90 days, and (ii) in the case of all other Accounts, 60 days, in each case, unless otherwise agreed by Agent in its Permitted
Discretion,


 


(g)
Accounts with respect to which the Account Debtor is a natural person, an Affiliate of any Borrower or an employee or agent of any Borrower
or any Affiliate of any Borrower,


 


(h)
Accounts (i) arising in a transaction wherein goods are placed on consignment or are sold pursuant to a guaranteed sale, a sale or return,
a sale on approval, a bill and hold, or any other terms by reason of which the payment by the Account Debtor may be conditional, or (ii)
with respect to which the payment terms are “C.O.D.”, cash on delivery or other similar terms or which are on “zero
terms” or “no terms” unless otherwise approved by Agent in its Permitted Discretion,


 




    - 16 -


     


    

 


(i)
Accounts that are not payable in Dollars,


 


(j)
Accounts with respect to which the Account Debtor either (i) does not maintain its chief executive office or principal place of business
in the United States or Canada (or, in the case of a multi-national Account Debtor, a substantial presence in the United States or Canada
acceptable to Agent in its Permitted Discretion), or (ii) is not organized under the laws of the United States or Canada or any state
or province thereof, or (iii) is the government of any foreign country or foreign sovereign state, or of any state, province, municipality,
or other political subdivision thereof, or of any department, agency, public corporation, or other instrumentality thereof,


 


(k)
Accounts with respect to which the Account Debtor is either (i) the United States or any department, agency, or instrumentality of the
United States (exclusive, however, of Accounts with respect to which Borrowers have complied, to the satisfaction of Agent in its Permitted
Discretion, with the Assignment of Claims Act, 31 USC §3727), or (ii) any state of the United States or any other Governmental Authority
which has adopted a statute similar to the Assignment of Claims Act, 31 USC §3727 (exclusive, however, of Accounts with respect
to which Borrowers have complied, to the satisfaction of Agent in its Permitted Discretion, with such similar statute),


 


(l)
Accounts with respect to which the Account Debtor is a creditor of a Borrower, has or has asserted a right of recoupment or setoff, or
has disputed its obligation to pay all or any portion of the Account, to the extent of such claim, right of recoupment or setoff, or
dispute,


 


(m)
(i) Accounts owed by CareFirst or its Affiliates to the extent of the obligations owing by such Account Debtors in excess of 25% (such
percentage, as applied to a particular Account Debtor, being subject to reduction by Agent in its Permitted Discretion if the creditworthiness
of such Account Debtor deteriorates) of all Eligible Accounts, and (ii) Accounts with respect to any other Account Debtor whose total
obligations owing to Borrowers exceed 15% (such percentage, as applied to a particular Account Debtor, being subject to reduction by
Agent in its Permitted Discretion if the creditworthiness of such Account Debtor deteriorates) of all Eligible Accounts, to the extent
of the obligations owing by such Account Debtor in excess of such percentage; provided, that in each case, the amount of Eligible
Accounts that are excluded because they exceed the foregoing percentages shall be determined by Agent based on all of the otherwise Eligible
Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit,


 


(n)
Accounts with respect to which the Account Debtor is subject to an Insolvency Proceeding, is not Solvent, has gone out of business, or
as to which any Borrower has received notice of an imminent Insolvency Proceeding or a material impairment of the financial condition
of such Account Debtor,


 


(o)
Accounts, the collection of which, Agent, in its Permitted Discretion, believes to be doubtful, including by reason of the Account Debtor’s
financial condition,


 


(p)
Accounts that are not subject to a valid and perfected first priority Agent’s Lien,


 


(q)
Accounts (i) with respect to which the goods giving rise to such Account have not been shipped, or (ii) with respect to which the services
giving rise to such Account have not been performed unless otherwise agreed by Agent in its Permitted Discretion, or (iii) which have
not been billed to the Account Debtor,


 


(r)
Sanctioned Entity, Accounts with respect to which the Account Debtor is a Sanctioned Person or


 




    - 17 -


     


    

 


(s)
Accounts that (i) represent the right to receive progress payments or other advance billings that are due prior to the completion of
performance by the applicable Borrower of the subject contract for goods or services, in each case, unless otherwise agreed by Agent
in its Permitted Discretion, or (ii) represent credit or debit card sales or sales effected through mobile or other payment systems,
or (iii) arise out of the lease, sub-lease or rental of medical or heath care equipment to a patient, or


 


(t)
Accounts owned by a target acquired in connection with a Permitted Acquisition or Permitted Investment, or Accounts owned by a Person
that is joined to this Agreement as a Borrower pursuant to the provisions of this Agreement, until the completion of a field examination
with respect to such Accounts, in each case, satisfactory to Agent in its Permitted Discretion.


 


“Eligible
Cash” means the lesser of (a) unrestricted cash of a Borrower held in a segregated, non-operating Deposit Account maintained
in the United States with Agent as security for the Obligations, and in which Agent has a first priority perfected security interest
and which is subject to a Control Agreement, and (b) $10,000,000.10,000,000;
provided that, during the period from the Closing Date until the deadline set forth in Section 5.17, the Deposit Account referred to
in clause (a) of this definition shall not be required to be maintained with Agent
so long as Agent has a first priority perfected security interest in such Deposit Account and such Deposit Account is subject to a Control
Agreement with the applicable bank.


 


“Eligible
Transferee” means (a) any Lender (other than a Defaulting Lender), any Affiliate of any Lender and any Related Fund of any
Lender; (b) (i) a commercial bank organized under the laws of the United States or any state thereof, and having total assets in
excess of $1,000,000,000; (ii) a savings and loan association or savings bank organized under the laws of the United States or any
state thereof, and having total assets in excess of $1,000,000,000; (iii) a commercial bank organized under the laws of any other
country or a political subdivision thereof; provided, that (A) (x) such bank is acting through a branch or agency located in
the United States, or (y) such bank is organized under the laws of a country that is a member of the Organization for Economic
Cooperation and Development or a political subdivision of such country, and (B) such bank has total assets in excess of
$1,000,000,000; (c) any other entity (other than a natural person) that is an “accredited investor” (as defined in
Regulation D under the Securities Act) that extends credit or buys loans as one of its businesses including insurance companies,
investment or mutual funds and lease financing companies, and having total assets in excess of $1,000,000,000; and (d) during the
continuation of an Event of Default, any other Person approved by Agent.


 


“Eligible
Unbilled Accounts” means Accounts that otherwise qualify as Eligible Accounts except that an invoice, statement or other billing
document has not been sent to the applicable Account Debtor; provided, that (a) in the case of Accounts comprised of incentive
bonuses with respect to which CareFirst is the Account Debtor, any such Account shall cease to be an Eligible Unbilled Account (i) on
the date that an invoice, statement or other billing document with respect to such Account is sent, (ii) if such Account is due more
than one year after the relevant award date, or (iii) to the extent that the aggregate amount of all such Accounts with respect to which
CareFirst is the Account Debtor exceeds $3,500,000, and (b) in the case of any other Accounts, (i) on the date that an invoice, statement
or other billing document with respect to such Account is sent to the applicable Account Debtor, or (ii) on the date that is 60 days
after the most recent date on which services, goods or merchandise were provided by a Borrower.


 






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“Eligible
Unbilled Availability Cap” means, as of any date of determination (a) during the period from the Closing Date through the Borrowing
Base Certificate Delivery Date with respect to the month ended February 28, 2018, an amount equal to 30% of the Adjusted Borrowing Base,
(b) during the period from the Borrowing Base Certificate Delivery Date with respect to the month ended February 28, 2018, through the
Borrowing Base Certificate Delivery Date with respect to the month ended May 31, 2018, an amount equal to 28% of the Adjusted Borrowing
Base, (c) during the period from the Borrowing Base Certificate Delivery Date with respect to the month ended May 31, 2018, through the
Borrowing Base Certificate Delivery Date with respect to the month ended August 31, 2018, an amount equal to 27% of the Adjusted Borrowing
Base, (d) during the period from the Borrowing Base Certificate Delivery Date with respect to the month ended August 31, 2018, through
the Borrowing Base Certificate Delivery Date with respect to the month ended December 31, 2018, an amount equal to 26% of the Adjusted
Borrowing Base, and (e) at all times from and after the Borrowing Base Certificate Delivery Date with respect to the month ended December
31, 2018, an amount equal to 25% of the Adjusted Borrowing Base.


 


“Employment
and Non-Compete Agreements” mean the executed employment agreements, dated as
of January 1, 2015, between Parent and each of Jeff Arnold, Justin Ferrero and Dawn Whaley,
including any attachments and appendices thereto.


 


“Environmental
Action” means any written complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial
or administrative proceeding, judgment, letter, or other written communication from any Governmental Authority, or any third party involving
violations of Environmental Laws or releases of Hazardous Materials (a) from any assets, properties, or businesses of any Borrower, any
Subsidiary of any Borrower, or any of their predecessors in interest, (b) from adjoining properties or businesses, or (c) from or onto
any facilities which received Hazardous Materials generated by any Borrower, any Subsidiary of any Borrower, or any of their predecessors
in interest.


 


“Environmental
Law” means any applicable federal, state, provincial, foreign or local statute, law, rule, regulation, ordinance, code, binding
and enforceable guideline, binding and enforceable written policy, or rule of common law now or hereafter in effect and in each case
as amended, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree
or judgment, in each case, to the extent binding on any Loan Party or its Subsidiaries, relating to the environment, the effect of the
environment on employee health, or Hazardous Materials, in each case as amended from time to time.


 


“Environmental
Liabilities” means all liabilities, monetary obligations, losses, damages, costs and expenses (including all reasonable fees,
disbursements and expenses of counsel, experts, or consultants, and costs of investigation and feasibility studies), fines, penalties,
sanctions, and interest incurred as a result of any claim or demand, or Remedial Action required, by any Governmental Authority or any
third party, and which relate to any Environmental Action.


 


“Environmental
Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities.


 


“Equipment”
means equipment (as that term is defined in the Code).


 


“Equity
Interests” means, with respect to a Person, all of the shares, options, warrants, interests, participations, or other equivalents
(regardless of how designated) of or in such Person, whether voting or nonvoting, including capital stock (or other ownership or profit
interests or units), preferred stock, or any other “equity security” (as such term is defined in Rule 3a11-1 of the General
Rules and Regulations promulgated by the SEC under the Exchange Act).


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto.


 




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“ERISA
Affiliate” means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees
of any Loan Party or its Subsidiaries under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated
as employed by the same employer as the employees of any Loan Party or its Subsidiaries under IRC Section 414(c), (c) solely for purposes
of Section 302 of ERISA and Section 412 of the IRC, any organization subject to ERISA that is a member of an affiliated service group
of which any Loan Party or any of its Subsidiaries is a member under IRC Section 414(m), or (d) solely for purposes of Section 302 of
ERISA and Section 412 of the IRC, any Person subject to ERISA that is a party to an arrangement with any Loan Party or any of its Subsidiaries
and whose employees are aggregated with the employees of such Loan Party or its Subsidiaries under IRC Section 414(o).


 


“EU
Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
person), as in effect from time to time.


 


“Event
of Default” has the meaning specified therefor in Section 8 of this Agreement. “Excess” has the meaning
specified therefor in Section 2.14 of this Agreement.


 


“Excess
Availability” means, as of any date of determination, the amount equal to Availability minus the aggregate amount,
if any, of all trade payables of the Loan Parties and their Subsidiaries aged in excess of historical levels with respect thereto and
all book overdrafts of the Loan Parties and their Subsidiaries in excess of historical practices with respect thereto, in each case as
determined by Agent in its Permitted Discretion.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as in effect from time to time.


 


“Excluded
Swap Obligation” means, with respect to any Loan Party, any Swap Obligation if, and to the extent that, all or a portion of
the guaranty of such Loan Party of (including by virtue of the joint and several liability provisions of Section 2.15), or the
grant by such Loan Party of a security interest to secure, such Swap Obligation (or any guaranty thereof) is or becomes illegal under
the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official
interpretation of any thereof) by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract
participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the guaranty of such Loan Party
or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master
agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to
swaps for which such guaranty or security interest is or becomes illegal.


 






    - 20 -


     


    




 


“Excluded
Taxes” means (i) any tax imposed on the net income or net profits of any Lender or any Participant (including any branch profits
taxes), in each case imposed by the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender or
such Participant is organized or the jurisdiction (or by any political subdivision or taxing authority thereof) in which such Lender’s
or such Participant’s principal office is located in or as a result of a present or former connection between such Lender or such
Participant and the jurisdiction or taxing authority imposing the tax (other than any such connection arising solely from such Lender
or such Participant having executed, delivered or performed its obligations or received payment under, or enforced its rights or remedies
under this Agreement or any other Loan Document), (ii) withholding taxes that would not have been imposed but for a Lender’s or
a Participant’s failure to comply with the requirements of Section 16.2 of this Agreement, (iii) any United States federal
withholding taxes that would be imposed on amounts payable to a Foreign Lender based upon the applicable withholding rate in effect at
the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office, other than a designation made at
the request of a Loan Party), except that Excluded Taxes shall not include (A) any amount that such Foreign Lender (or its assignor,
if any) was previously entitled to receive pursuant to Section 16.1 of this Agreement, if any, with respect to such withholding
tax at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), and (B) additional United
States federal withholding taxes that may be imposed after the time such Foreign Lender becomes a party to this Agreement (or designates
a new lending office), as a result of a change in law, rule, regulation, treaty, order or other decision or other Change in Law with
respect to any of the foregoing by any Governmental Authority, and (iv) any United States federal withholding taxes imposed under FATCA.


 


“Existing
ABL Credit Facility” means that certain Loan and Security Agreement, dated as of October 21, 2013 (as amended from time to
time), among Sharecare, Bactes Imaging Solutions, LLC, QH Acquisition Sub, LLC, Healthways SC, LLC and Lucid Global, Inc., as borrowers,
and Pacific Western Bank (as successor by merger to Square 1 Bank).


 


“Existing
Credit Facilities” means, collectively, (a) the Existing ABL Credit Facility, and (b) the Existing Subordinated Credit Facility.


 


“Existing
Subordinated Credit Facility” means that certain Loan and Security Agreement, dated as of March 8, 2013 (as amended from time
to time), among Sharecare, Bactes Imaging Solutions, Inc. and Bactes Imaging Solutions, LLC, as borrowers, and Harbert Mezzanine Partners
III, LP, a Delaware limited partnership and formerly known as Harbert Mezzanine Partners III SBIC, LP.


 


“Extraordinary
Advances” has the meaning specified therefor in Section 2.3(d)(iii) of this Agreement.


 


“FATCA”
means Sections 1471 through 1474 of the IRC, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), and (a) any current or future regulations or official interpretations thereof,
(b) any agreements entered into pursuant to Section 1471(b)(1) of the IRC, and (c) any intergovernmental agreement entered into by the
United States (or any fiscal or regulatory legislation, rules, or practices adopted pursuant to any such intergovernmental agreement
entered into in connection therewith).


 


“FCPA”
means the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder.


 


“FDA”
means the U.S. Food and Drug Administration and any Governmental Authority successor thereto.


 


“Federal
Funds Rate” means, for any period, a fluctuating interest rate per annum equal to, for each day during such period, the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average
of the quotations for such day on such transactions received by Agent from three Federal funds brokers of recognized standing selected
by it (and, if any such rate is below zero, then the rate determined pursuant to this definition shall be deemed to be zero).


 


“Fee
Letter” means that certain fee letter, dated as of even date with this Agreement, among Borrowers and Agent, in form and substance
reasonably satisfactory to Agent.


 




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“First
Amendment Date” means May 11, 2017.


 


“Fixed
Charges” means, with respect to any fiscal period and with respect to Parent determined on a consolidated basis in accordance
with GAAP, the sum, without duplication, of (a) Interest Expense required to be paid (other than interest paid-in-kind, amortization
of financing fees, and other non-cash Interest Expense) during such period, (b) scheduled or mandatory
principal payments in respect of Indebtedness that are required to be paid in cash during such period (including any required payments
or prepayments from excess cash flow during such period), (c) all federal, state, and local income taxes required to be paid in cash
during such period, (d) scheduled Permitted Joint Venture Payments that are required to be paid during such period, net of amounts with
respect to such Permitted Joint Venture Payments that, pursuant to a written agreement, are required to be reimbursed by a third Person
(excluding any Loan Party or any of its Subsidiaries) to the extent such reimbursement amounts are actually received during such period,
and (e) all Restricted Payments paid (whether in cash or other property, other than Qualified Equity Interests) during such period. For
purposes of calculating Fixed Charges for any Reference Period which ends prior to December 31, 2017, Fixed Charges for such Reference
Period shall be calculated in accordance with the proviso contained in the definition Reference Period.


 


“Fixed
Charge Coverage Ratio” means, with respect to any fiscal period and with respect to Parent determined on a consolidated basis
in accordance with GAAP, the ratio of (a) EBITDA for such period minus Unfinanced Capital Expenditures made (to the extent
not already incurred in a prior period) or incurred during such period, to (b) Fixed Charges for such period. For the purposes of calculating
the Fixed Charge Coverage Ratio for any Reference Period, if at any time during such Reference Period (and after the Closing Date), any
Loan Party or any of its Subsidiaries shall have made a Permitted Acquisition, Fixed Charges and Unfinanced Capital Expenditures for
such Reference Period shall be calculated after giving pro forma effect thereto or in such other manner acceptable to Agent as
if any such Permitted Acquisition occurred on the first day of such Reference Period.


 


“Flow
of Funds Agreement” means a flow of funds agreement, dated as of even date with this Agreement, in form and substance reasonably
satisfactory to Agent, executed and delivered by Borrowers and Agent.


 


“Foreign
Lender” means any Lender or Participant that is not a United States person within the meaning of IRC section 7701(a)(30).


 


“Foreign
Subsidiary” means any direct or indirect subsidiary of any Loan Party that is organized under the laws of any jurisdiction
other than the United States, any state thereof or the District of Columbia.


 


“Funding
Date” means the date on which a Borrowing occurs.


 


“Funding
Losses” has the meaning specified therefor in Section 2.12(b)(ii) of this Agreement.


 


“GAAP”
means generally accepted accounting principles as in effect from time to time in the United States, consistently applied.


 


“Governing
Documents” means, with respect to any Person, the certificate or articles of incorporation, by-laws, or other organizational
documents of such Person.


 




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“Government
Account Debtor” means the United States government or a political subdivision thereof, or any state, county or municipality
or department, agency or instrumentality thereof, that is responsible for payment of an Account under any Government Reimbursement Program,
or any agent, administrator, intermediary or carrier for the foregoing.


 


“Government
Reimbursement Program” means (a) Medicare, (b) Medicaid, (c) the Federal Employees Health Benefit Program under 5 U.S.C. §§
8902 et seq., (d) TRICARE, (e) CHAMPVA, or (f) if applicable within the context of this Agreement, any agent, administrator, administrative
contractor, intermediary or carrier for any of the foregoing.


 


“Governmental
Authority” means the government of any nation or any political subdivision thereof, whether at the supranational, national,
state, territorial, provincial, county, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of,
or pertaining to, government (including any supra-national bodies such as the European Union or the European Central Bank), including
CMS and any Medicare or Medicaid administrative contractors, intermediaries or carriers.


 


“Guarantor”
means (a) each Person that guaranties all or a portion of the Obligations, including any Person that is a “Guarantor” under
the Guaranty and Security Agreement, and (b) each other Person that becomes a guarantor after the Closing Date pursuant to Section
5.11 of this Agreement.


 


“Guaranty
and Security Agreement” means a guaranty and security agreement, dated as of even date with this Agreement, in form and substance
reasonably satisfactory to Agent, executed and delivered by each of the Loan Parties to Agent.


 


“Hazardous
Materials” means (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or
regulations as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,”
or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability, corrosivity,
reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum derived substances,
natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated with the exploration,
development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances or explosives or any radioactive
materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric fluid containing levels of polychlorinated
biphenyls in excess of 50 parts per million.


 


“Health
Care Laws” means, collectively, any and all supranational, national, federal, state, provincial or local laws, rules, regulations,
orders, administrative manuals, guidelines and requirements of any of the following to the extent related to the provision, billing,
or filing of claims relating to health care services: (a) fraud and abuse (including the following statutes, as amended, modified or
supplemented from time to time and any successor statutes thereto and regulations promulgated from time to time thereunder: the federal
Anti-Kickback Statute (42 U.S.C. § 1320a-7b(b)), the Stark Law (42 U.S.C. § 1395nn and §1395(q)), the civil False Claims
Act (31 U.S.C. § 3729 et seq.), the federal health care program exclusion provisions (42 U.S.C. § 1320a-7), the Civil Monetary
Penalties Act (42 U.S.C. § 1320a-7a), and the Medicare Prescription Drug, Improvement, and Modernization Act of 2003 (Pub. L. No.
108-173)); (b) any Government Reimbursement Program; (c) the licensure or regulation of healthcare providers, suppliers, professionals,
facilities or payors (including all statutes and regulations administered by the FDA); (d) the operation of any facilities or the provision
of, or reimbursement for, health care-related services, items or supplies; (e) quality, safety certification and accreditation standards
and requirements; (f) the billing, coding or submission of claims or collection of accounts receivable or refund of overpayments; (g)
HIPAA and Other Privacy Laws; (h) the practice of medicine and other health care professions or the organization of medical or professional
entities; (i) fee-splitting prohibitions; (j) requirements for maintaining federal, state and local tax-exempt status of Borrower or
any Loan Party; (k) charitable trusts or charitable solicitation laws; (l) health planning or rate-setting laws, including laws regarding
certificates of need and certificates of exemption; and (m) any and all other applicable federal, state or local health care laws, rules,
codes, regulations, manuals, orders, ordinances, professional or ethical rules, administrative guidance and requirements, as the same
may be amended, modified or supplemented from time to time.


 






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“Health
Care Permits” means any and all permits, licenses, authorizations, certificates, certificates of need, accreditations and plans
of third-party accreditation agencies that are (a) necessary to enable any Loan Party to provide services, or otherwise continue to conduct
its business as it is conducted on the Closing Date, or (b) required under any Health Care Law.


 


“Health
Care Proceeding” means any inquiries, investigations, probes, audits, hearings, litigation or proceedings (in each case, whether
civil, criminal, administrative or investigative) concerning any alleged or actual non-compliance by any Loan Party with any Health Care
Laws or the requirements of any Health Care Permit or the business affairs, practices, licensing or reimbursement entitlements of any
Loan Party (including inquiries involving an Attorney General, the Office of Inspector General, the Department of Justice or any similar
governmental agencies or contractors for such agencies).


“Healthways”
means Healthways SC, LLC, a Delaware limited liability company. “Hedge Agreement” means a “swap agreement”
as that term is defined in Section 101(53B)(A) of the Bankruptcy Code.


 


“Hedge
Obligations” means any and all obligations or liabilities, whether absolute or contingent, due or to become due, now existing
or hereafter arising, of each Loan Party and its Subsidiaries arising under, owing pursuant to, or existing in respect of Hedge Agreements
entered into with one or more of the Hedge Providers.


 


“Hedge
Provider” means Wells Fargo or any of its Affiliates.


 


“HIPAA”
means the Health Insurance Portability and Accountability Act of 1996, as the same may be amended, modified or supplemented from time
to time and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder.


 


“HIPAA
and Other Privacy Laws” means (a) HIPAA; (b) the Health Information Technology for Economic and Clinical Health Act (Title
XIII of the American Recovery and Reinvestment Act of 2009), as the same may be amended, modified or supplemented from time to time and
any successor statute thereto; and (c) any other supra-national, federal, state, provincial and local laws regulating the privacy, security
or Processing of Personal Information (including Protected Health Information) in any applicable jurisdiction, in each case as the same
may be amended, modified or supplemented from time to time, any successor statutes thereto, and any and all rules or regulations promulgated
from time to time thereunder (including the Payment Card Industry Data Security Standards).


 


“Increase”
has the meaning specified therefor in Section 2.14.


 


“Increase Date” has the meaning specified therefor in Section
2.14.


 




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“Increase
Joinder” has the meaning specified therefor in Section 2.14.


 


“Increased
Reporting Event” means if at any time Liquidity is less than the greater of (a) 33.33% of the Line Cap, and (b) $20,000,000.


 


“Increased
Reporting Period” means the period commencing after the continuance of an Increased Reporting Event and continuing until the
date when no Increased Reporting Event has occurred for 90 consecutive days.


 


“Indebtedness”
as to any Person means (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds,
debentures, notes, or other similar instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances,
or other financial products, (c) all obligations of such Person as a lessee under Capital Leases, (d) all obligations or liabilities
of others secured by a Lien on any asset of such Person, irrespective of whether such obligation or liability is assumed, (e) all obligations
of such Person to pay the deferred purchase price of assets (other than trade payables incurred in the ordinary course of business and
repayable in accordance with customary trade practices and, for the avoidance of doubt, other than royalty payments payable in the ordinary
course of business in respect of non-exclusive licenses) and any earn-out or similar obligations, (f) all monetary obligations of such
Person owing under Hedge Agreements (which amount shall be calculated based on the amount that would be payable by such Person if the
Hedge Agreement were terminated on the date of determination), (g) any Disqualified Equity Interests of such Person, (h) all obligations
of such Person in respect of Permitted Joint Venture Payments, and (i) any obligation of such Person guaranteeing or intended to guarantee
(whether directly or indirectly guaranteed, endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person
that constitutes Indebtedness under any of clauses (a) through (h) above. For purposes of this definition, (i) the amount of any Indebtedness
represented by a guaranty or other similar instrument shall be the lesser of the principal amount of the obligations guaranteed and still
outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying
such Indebtedness, and (ii) the amount of any Indebtedness which is limited or is non-recourse to a Person or for which recourse is limited
to an identified asset shall be valued at the lesser of (A) if applicable, the limited amount of such obligations, and (B) if applicable,
the fair market value of such assets securing such obligation.


 


“Indemnified
Liabilities” has the meaning specified therefor in Section 10.3 of this Agreement.


 


“Indemnified
Person” has the meaning specified therefor in Section 10.3 of this Agreement.


 


“Indemnified
Taxes” means, (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by, or on account of any
obligation of, any Loan Party under any Loan Document, and (b) to the extent not otherwise described in the foregoing clause (a), Other
Taxes.


 


“Insolvency
Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any
other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions,
extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.


 


“Intellectual
Property License” has the meaning specified therefor in the Guaranty and Security Agreement.


 




    - 25 -


     


    

 


“Intercompany
Licensing Agreements” means (a) that certain Perpetual License Agreement by and between Healthways, Inc. and Gallup, Inc.,
dated as of December 4, 2007, (b) that certain Second Amended and Restated License Agreement by and between WB5, LLC and Healthways,
Inc., dated as of March 15, 2016, (c) that certain Cost Sharing Agreement, dated as of March 1, 2015 by and between Sharecare and Feingold
Technologies GmbH, (d) that certain Research and Development Agreement, dated as of March 1, 2015 by and between Sharecare and Feingold
Technologies GmbH, (e) that certain Subscription Agreement by and between Healthways International, S.a.r.l. (assigned to Sharecare Digital
Health International Limited f/k/a Mancil Green Limited on July 30, 2016) and Sulamerica Servicos de Saude S.A., with Healthways Brasil
Servicos de Consultoria Ltda., Healthways International, Inc. and Healthways SC, LLC (successor in interest to American Healthways Services,
LLC) as intervening parties, dated as of March 11, 2015, (f) that certain License Agreement by and among Healthways Brasil Servicos de
Consultoria Ltda and Healthways International, Inc. (assigned to Healthways SC, LLC on July 30, 2016) and, as intervening party, SulAmérica
Serviços De Saúde S.A., dated as of March 11, 2015, (g) that certain Consulting Services Agreement by and between American
Healthways Services, LLC (assigned to Healthways SC, LLC on July 30, 2016) and Healthways Brasil Servicos de Consultoria Ltda, with Sulamerica
Servicos de Saude S.A. as intervening party, dated as of March 11, 2015, (h) that certain Quotaholders’ Agreement of Healthways
Brasil Servicos de Consultoria Ltda. between Sul America Servicos de Saude S.A. and Sharecare Digital Health International Limited f/k/a
Mancil Green Limited (successor in interest to Healthways International S.A.R.L.) provides Sul America Servicos de Saude S.A. certain
put and call rights related to its equity interest in Healthways Brasil Servicos de Consultoria Ltda, (i) that certain License of Intellectual
Property Rights by and between Healthways, Inc. (assigned to Healthways SC, LLC on July 30, 2016) and Healthways Australia Pty Ltd.,
dated as of May 1, 2009, and (j) that certain License of Intellectual Property rights by and between Healthways, Inc. (assigned to Healthways
SC, LLC on July 30, 2016) and Healthways SAS, dated as of April 1, 2011.


 


“Intercompany
Subordination Agreement” means an intercompany subordination agreement, dated as of even date with this Agreement, executed
and delivered by each Loan Party and each of its Subsidiaries, and Agent, the form and substance of which is reasonably satisfactory
to Agent.


 


“Interest
Expense” means, for any period, the aggregate of the interest expense of Parent for such period, determined on a consolidated
basis in accordance with GAAP.


 


“Interest
Period” means, with respect to each LIBOR Rate Loan, a period commencing on the date of the making of such LIBOR Rate Loan
(or the continuation of a LIBOR Rate Loan or the conversion of a Base Rate Loan to a LIBOR Rate Loan) and ending 1, 2, 3, 6, or 12 months
thereafter; provided, that (a) interest shall accrue at the applicable rate based upon the LIBOR Rate from and including the first
day of each Interest Period to, but excluding, the day on which any Interest Period expires, (b) any Interest Period that would end on
a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding Business Day, (c) with respect to an Interest Period that begins
on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at
the end of such Interest Period), the Interest Period shall end on the last Business Day of the calendar month that is 1, 2, 3, 6, or
12 months after the date on which the Interest Period began, as applicable, and (d) Borrowers may not elect an Interest Period which
will end after the Maturity Date.


 


“Inventory”
means inventory (as that term is defined in the Code).


 











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“Investment”
means, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of loans, guarantees,
advances, capital contributions (excluding (a) commission, travel, and similar advances to officers and employees of such Person made
in the ordinary course of business, and (b) bona fide accounts receivable arising in the ordinary course of business), or acquisitions
of Indebtedness, Equity Interests, or all or substantially all of the assets of such other Person (or of any division or business line
of such other Person), and any other items that are or would be classified as investments on a balance sheet prepared in accordance with
GAAP. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto,
without any adjustment for increases or decreases in value, or write-ups, write-downs, or write-offs with respect to such Investment.


 


“Investment
Property” has the meaning specified therefor in the Guaranty and Security Agreement.


 


“IRC”
means the Internal Revenue Code of 1986, as in effect from time to time.


 


“ISP”
means, with respect to any Letter of Credit, the International Standby Practices 1998 (International Chamber of Commerce Publication
No. 590) and any version or revision thereof accepted by the Issuing Bank for use.


 


“Issuer
Document” means, with respect to any Letter of Credit, a letter of credit application, a letter of credit agreement, or any
other document, agreement or instrument entered into (or to be entered into) by a Borrower in favor of Issuing Bank and relating to such
Letter of Credit.


 


“Issuing
Bank” means Wells Fargo or any other Lender that, at the request of Borrowers and with the consent of Agent, agrees, in such
Lender’s sole discretion, to become an Issuing Bank for the purpose of issuing Letters of Credit pursuant to Section 2.11
of this Agreement, and Issuing Bank shall be a Lender.


 


“Joinder”
means a joinder agreement substantially in the form of Exhibit J-1 to this Agreement.


 


“Lender”
has the meaning set forth in the preamble to this Agreement, shall include Issuing Bank and the Swing Lender, and shall also include
any other Person made a party to this Agreement pursuant to the provisions of Section 13.1 of this Agreement and “Lenders”
means each of the Lenders or any one or more of them.


 


“Lender
Group” means each of the Lenders (including Issuing Bank and the Swing Lender) and Agent, or any one or more of them.


 






    - 27 -


     


    




 


“Lender
Group Expenses” means all (a) costs or expenses (including taxes and insurance premiums) required to be paid by any Loan Party
or its Subsidiaries under any of the Loan Documents that are paid, advanced, or incurred by the Lender Group, (b) documented out-of-pocket
fees or charges paid or incurred by Agent in connection with the Lender Group’s transactions with each Loan Party and its Subsidiaries
under any of the Loan Documents, including, photocopying, notarization, couriers and messengers, telecommunication, public record searches,
filing fees, recording fees, publication, real estate surveys, real estate title policies and endorsements, and environmental audits,
(c) Agent’s customary fees and charges imposed or incurred in connection with any background checks or OFAC/PEP searches related
to any Loan Party or its Subsidiaries, (d) Agent’s customary fees and charges (as adjusted from time to time) with respect to the
disbursement of funds (or the receipt of funds) to or for the account of any Borrower (whether by wire transfer or otherwise), together
with any out-of-pocket costs and expenses incurred in connection therewith, (e) customary charges imposed or incurred by Agent resulting
from the dishonor of checks payable by or to any Loan Party, (f) reasonable, documented out-of-pocket costs and expenses paid or incurred
by the Lender Group to correct any default or enforce any provision of the Loan Documents, or during the continuance of an Event of Default,
in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the
Collateral, or any portion thereof, irrespective of whether a sale is consummated, (g) field examination, appraisal, and valuation fees
and expenses of Agent related to any field examinations, appraisals, or valuation to the extent of the fees and charges (and up to the
amount of any limitation) provided in Section 2.10 of this Agreement, (h) Agent’s and Lenders’ reasonable, documented
costs and expenses (including reasonable and documented attorneys’ fees and expenses) relative to third party claims or any other
lawsuit or adverse proceeding paid or incurred, whether in enforcing or defending the Loan Documents or otherwise in connection with
the transactions contemplated by the Loan Documents, Agent’s Liens in and to the Collateral, or the Lender Group’s relationship
with any Loan Party or any of its Subsidiaries, (i) Agent’s reasonable and documented costs and expenses (including reasonable
and documented attorneys’ fees and due diligence expenses) incurred in advising, structuring, drafting, reviewing, administering
(including travel, meals, and lodging), syndicating (including reasonable costs and expenses relative to DXSyndicateTM, SyndTrak
or other communication costs incurred in connection with a syndication of the loan facilities), or amending, waiving, or modifying the
Loan Documents, and (j) Agent’s and each Lender’s reasonable and documented costs and expenses (including reasonable and
documented attorneys, accountants, consultants, and other advisors fees and expenses) incurred in terminating, enforcing (including attorneys,
accountants, consultants, and other advisors fees and expenses incurred in connection with a “workout,” a “restructuring,”
or an Insolvency Proceeding concerning any Loan Party or any of its Subsidiaries or in exercising rights or remedies under the Loan Documents),
or defending the Loan Documents, irrespective of whether a lawsuit or other adverse proceeding is brought, or in taking any enforcement
action or any Remedial Action with respect to the Collateral. Notwithstanding anything in this definition
to the contrary, all qualifications in this definition with respect to “reasonable fees” or “reasonable costs and expenses”
or the like shall cease to be applicable upon the occurrence and during the continuance of
any Default or Event of Default.


 


“Lender
Group Representatives” has the meaning specified therefor in Section 17.9 of this Agreement.


 


“Lender-Related
Person” means, with respect to any Lender, such Lender, together with such Lender’s Affiliates, officers, directors,
employees, attorneys, and agents.


 


“Letter
of Credit” means a letter of credit (as that term is defined in the Code) issued by Issuing Bank.


 


“Letter
of Credit Collateralization” means either (a) providing cash collateral (pursuant to documentation reasonably satisfactory
to Agent (including that Agent has a first priority perfected Lien in such cash collateral), including provisions that specify that the
Letter of Credit Fees and all commissions, fees, charges and expenses provided for in Section 2.11(k) of this Agreement (including
any fronting fees) will continue to accrue while the Letters of Credit are outstanding) to be held by Agent for the benefit of the Lenders
in an amount equal to 105% of the then existing Letter of Credit Usage, (b) delivering to Agent documentation executed by all beneficiaries
under the Letters of Credit, in form and substance reasonably satisfactory to Agent and Issuing Bank, terminating all of such beneficiaries’
rights under the Letters of Credit, or (c) providing Agent with a standby letter of credit, in form and substance reasonably satisfactory
to Agent, from a commercial bank acceptable to Agent (in its sole discretion) in an amount equal to 105% of the then existing Letter
of Credit Usage (it being understood that the Letter of Credit Fee and all fronting fees set forth in this Agreement will continue to
accrue while the Letters of Credit are outstanding and that any such fees that accrue must be an amount that can be drawn under any such
standby letter of credit).


 






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“Letter
of Credit Disbursement” means a payment made by Issuing Bank pursuant to a Letter of Credit.


 


“Letter
of Credit Exposure” means, as of any date of determination with respect to any Lender, such Lender’s participation in
the Letter of Credit Usage pursuant to Section 2.11(e) on such date.


 


“Letter
of Credit Fee” has the meaning specified therefor in Section 2.6(b) of this Agreement.


 


“Letter
of Credit Indemnified Costs” has the meaning specified therefor in Section 2.11(f) of this Agreement.


 


“Letter
of Credit Related Person” has the meaning specified therefor in Section 2.11(f) of this Agreement.


 


“Letter
of Credit Sublimit” means $10,000,000.


 


“Letter
of Credit Usage” means, as of any date of determination, the sum of (a) the aggregate undrawn amount of all outstanding Letters
of Credit, plus (b) the aggregate amount of outstanding reimbursement obligations with respect to Letters of Credit which remain
unreimbursed or which have not been paid through a Revolving Loan.


 


“LIBOR
Deadline” has the meaning specified therefor in Section 2.12(b)(i) of this Agreement.


 


“LIBOR
Notice” means a written notice in the form of Exhibit L-1 to this Agreement.


 


“LIBOR
Option” has the meaning specified therefor in Section 2.12(a) of this Agreement.


 


“LIBOR
Rate” means the rate per annum as published by ICE Benchmark Administration Limited (or any successor page or other commercially
available source as the Agent may designate from time to time) as of 11:00 a.m., London time, two Business Days prior to the commencement
of the requested Interest Period, for a term, and in an amount, comparable to the Interest Period and the amount of the LIBOR Rate Loan
requested (whether as an initial LIBOR Rate Loan or as a continuation of a LIBOR Rate Loan or as a conversion of a Base Rate Loan to
a LIBOR Rate Loan) by Borrowers in accordance with this Agreement (and, if any such published rate is below zero, then the rate determined
pursuant to this clause (b) shall be deemed to be zero). Each determination of the LIBOR Rate shall be made by the Agent and shall be
conclusive in the absence of manifest error.


 


“LIBOR
Rate Loan” means each portion of a Revolving Loan that bears interest at a rate determined by reference to the LIBOR Rate.


 


“LIBOR
Rate Margin” has the meaning set forth in the definition of Applicable Margin. “Lien” means any mortgage,
deed of trust, pledge, hypothecation, assignment, charge, deposit arrangement, encumbrance, easement, lien (statutory or other), security
interest, or other security arrangement and any other preference, priority, or preferential arrangement of any kind or nature whatsoever,
including any conditional sale contract or other title retention agreement, the interest of a lessor under a Capital Lease and any synthetic
or other financing lease having substantially the same economic effect as any of the foregoing.


 




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“Line
Cap” means, as of any date of determination, the lesser of (a) the Maximum Revolver Amount, and (b) the Borrowing Base as of
such date of determination.


 


“Liquidity”
means, as of any date of determination, the sum of (a) Excess Availability, plus (b) Qualified Cash.


 


“Loan”
means any Revolving Loan, Swing Loan, or Extraordinary Advance made (or to be made) hereunder.


“Loan
Account” has the meaning specified therefor in Section 2.9 of this Agreement. “Loan Documents” means
this Agreement, the Control Agreements, the Copyright Security Agreement, any Borrowing Base Certificate, the Fee Letter, the Guaranty
and Security Agreement, the Intercompany Subordination Agreement, the Convertible Notes Intercreditor Agreements, any Issuer Documents,
the Letters of Credit, the Mortgages, the Patent Security Agreement, any Permitted Mezzanine DebtIntercreditor
Agreement, the Second Lien Intercreditor Agreement, the Trademark Security Agreement, any note or notes executed by Borrowers
in connection with this Agreement and payable to any member of the Lender Group, and any other instrument or agreement entered into,
now or in the future, by any Loan Party or any of its Subsidiaries and any member of the Lender Group in connection with this Agreement
(but specifically excluding Bank Product Agreements).


 


“Loan
Party” means any Borrower or any Guarantor.


 


“Margin
Stock” as defined in Regulation U of the Board of Governors as in effect from time to time.


 


“Material
Adverse Effect” means (a) a material adverse effect in the business, operations, results of operations, assets, liabilities
or financial condition of the Loan Parties and their Subsidiaries, taken as a whole, (b) a material impairment of the Loan Parties’
and their Subsidiaries’ ability, taken as a whole, to perform their obligations under the Loan Documents to which they are parties
or of the Lender Group’s ability to enforce the Obligations or realize upon the Collateral (other than as a result of as a result
of an action taken or not taken that is solely in the control of Agent), or (c) a material impairment of the enforceability or priority
of Agent’s Liens with respect to all or a material portion of the Collateral.


 


“Material
Contract” means, with respect to the Loan Parties and their Subsidiaries, (a) each contract or agreement to which any Loan
Party or any of its Subsidiaries is a party involving aggregate consideration payable to or by any Loan Party or any of its Subsidiaries
pursuant to such contract or agreement which, together with the aggregate consideration payable to or by the Loan Parties and their Subsidiaries
under all other contracts and agreements entered into with the same counterparty or any of such counterparty’s Subsidiaries or
Affiliates, equals or exceeds $3,000,000, (b) each employment agreement covering the executive management of such Person or any of its
Subsidiaries, (c) the Intercompany Licensing Agreements, (d) the Permitted JV Agreements, (e) the Shareholder Agreements, (f) third party
billing arrangements to which such Person or any of its Subsidiaries is a party, and (g) all other contracts or agreements, the loss
of which could reasonably be expected to result in a Material Adverse Effect.


 


“Maturity
Date” means the earlier of (a) March 9, 2021, and (b) the date that is 91181
days prior to the earliest scheduled maturity date with respect to any of the Convertible Notes Indebtedness.


 




    - 30 -


     


    

 


“Maximum
Revolver Amount” means $60,000,000, decreased by the amount of reductions in the Revolver Commitments made in accordance with
Section 2.4(c) of this Agreement and increased by the amount of any Increase made in accordance with Section 2.14 of this
Agreement.


 


“Medicaid”
means, collectively, the healthcare assistance program established by Title XIX of the Social Security Act (42 U.S.C. §§ 1396
et seq.) and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders, guidelines or requirements (whether
or not having the force of law) pertaining to such program, including all state statutes and plans for medical assistance enacted in
connection with such program, in each case as the same may be amended, supplemented or otherwise modified from time to time.


 


“Medical
Services” means medical and health care items, services or supplies, including medical advice, recommendations or education
related to physician services, nurse and therapist services, dental services, hospital services, skilled nursing facility services, comprehensive
outpatient rehabilitation services, home health care services, residential and out-patient behavioral healthcare services, and medicine
or health care equipment provided by a Borrower to a consumer, a member or beneficiary with respect to any Third Party Payor, or a patient
for a valid and proper medical or health purpose.


 


“Medicare”
means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the Social Security Act (42
U.S.C. §§ 1395 et seq.) and any statutes succeeding thereto, and all laws, rules, regulations, manuals, orders, guidelines
or requirements (whether or not having the force of law) pertaining to such program, in each case as the same may be amended, supplemented
or otherwise modified from time to time.


 


“Moody’s”
has the meaning specified therefor in the definition of Cash Equivalents.


 


“Mortgages” means, individually and collectively,
one or more mortgages, deeds of trust, or deeds to secure debt, executed and delivered by a Loan Party or one of its Subsidiaries in
favor of Agent, in form and substance reasonably satisfactory to Agent, that encumber the Real Property Collateral.


 


“Negotiable
Collateral” has the meaning specified therefor in the Guaranty and Security Agreement.


 


“Non-Consenting
Lender” has the meaning specified therefor in Section 14.2(a) of this Agreement.


 


“Non-Defaulting
Lender” means each Lender other than a Defaulting Lender.


 


“Not
Otherwise Applied” means, with reference to any amount of proceeds of any issuance of Equity Interests or Indebtedness, that such
amount was not applied (or required to be applied or committed to be applied) (a) to prepay, redeem, defease, purchase or otherwise acquire
any Indebtedness or (b) to pay any portion of the purchase consideration payable in
connection with any Permitted Acquisition (other than the Permitted Acquisition in question).


 






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“Obligations”
means (a) all loans (including the Revolving Loans (inclusive of Extraordinary Advances and Swing Loans)), debts, principal, interest
(including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in
whole or in part as a claim in any such Insolvency Proceeding), reimbursement or indemnification obligations with respect to Letters
of Credit (irrespective of whether contingent), premiums, liabilities (including all amounts charged to the Loan Account pursuant to
this Agreement), obligations (including indemnification obligations), fees (including the fees provided for in the Fee Letter), Lender
Group Expenses (including any fees or expenses that accrue after the commencement of an Insolvency Proceeding, regardless of whether
allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, and all covenants and duties of any
other kind and description owing by any Loan Party arising out of, under, pursuant to, in connection with, or evidenced by this Agreement
or any of the other Loan Documents and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent,
due or to become due, now existing or hereafter arising, and including all interest not paid when due and all other expenses or other
amounts that any Loan Party is required to pay or reimburse by the Loan Documents or by law or otherwise in connection with the Loan
Documents, and (b) all Bank Product Obligations; provided that, anything to the contrary contained in the foregoing notwithstanding,
the Obligations shall exclude any Excluded Swap Obligation. Without limiting the generality of the foregoing, the Obligations of Borrowers
under the Loan Documents include the obligation to pay (i) the principal of the Revolving Loans, (ii) interest accrued on the Revolving
Loans, (iii) the amount necessary to reimburse Issuing Bank for amounts paid or payable pursuant to Letters of Credit, (iv) Letter of
Credit commissions, fees (including fronting fees) and charges, (v) Lender Group Expenses, (vi) fees payable under this Agreement or
any of the other Loan Documents, and (vii) indemnities and other amounts payable by any Loan Party under any Loan Document. Any reference
in this Agreement or in the Loan Documents to the Obligations shall include all or any portion thereof and any extensions, modifications,
renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.


 


“OFAC”
means The Office of Foreign Assets Control of the U.S. Department of the Treasury.


 


“Originating
Lender” has the meaning specified therefor in Section 13.1(e) of this Agreement.


 


“Other
Taxes” means all present or future stamp, court, excise, value added, or documentary, intangible, recording, filing or similar
Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt
or perfection of a security interest under, or otherwise with respect to, any Loan Document.


 


“Overadvance”
means, as of any date of determination, that the Revolver Usage is greater than any of the limitations set forth in Section 2.1
or Section 2.11 of this Agreement.


 


“Parent”
has the meaning specified therefor in the preamble to this Agreement.


 


“Participant” has the meaning specified therefor
in Section 13.1(e) of this Agreement.


 


“Patent” has the meaning specified therefor in the Guaranty and Security
Agreement.


 


“Patent
Security Agreement” has the meaning specified therefor in the Guaranty and Security Agreement.


 


“Patriot
Act” has the meaning specified therefor in Section 4.13 of this Agreement.


 


“Perfection Certificate”
means a certificate in the form of Exhibit P-1 to this Agreement.


 




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“Permitted
Acquisition” means any Acquisition so long as, in each case, unless otherwise consented to by Agent:


 


(a)
no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition
and the proposed Acquisition is (i) approved by the Board of Directors and/or the shareholders of the target as required pursuant to
the Governing Documents of target, and (ii) is not hostile,


 


(b)
no Indebtedness will be incurred or assumed with respect to any Loan Party or its Subsidiaries as a result of such Acquisition, other
than Permitted Indebtedness and no Liens will be incurred, assumed, or would exist with respect to the assets of any Loan Party or its
Subsidiaries as a result of such Acquisition other than Permitted Liens,


 


(c)
Borrowers have provided Agent with written confirmation, supported by reasonably detailed calculations, that on a pro forma basis
(including pro forma adjustments arising out of events which are directly attributable to such proposed Acquisition, are factually
supportable, and are expected to have a continuing impact, in each case, determined as if the combination had been accomplished at the
beginning of the relevant period; such eliminations and inclusions to be mutually and reasonably agreed upon by Parent and Agent) created
by adding the historical combined financial statements of Parent (including the combined financial statements of any other Person or
assets that were the subject of a prior Permitted Acquisition during the relevant period) to the historical consolidated financial statements
of the Person to be acquired (or the historical financial statements related to the assets to be acquired) pursuant to the proposed Acquisition,
the Loan Parties and their Subsidiaries (i) would have been in compliance with the financial covenant(s) in Section 7 of this
Agreement for the fiscal quarter ended immediately prior to the proposed date of consummation of such proposed Acquisition, and (ii)
are projected to be in compliance with the financial covenant(s) in Section 7 of this Agreement for each of the four fiscal quarters
in the period ended one year after the proposed date of consummation of such proposed Acquisition,


 


(d)
Borrowers have provided Agent with forecasted balance sheets, profit and loss statements, and cash flow statements of the Person or assets
to be acquired, all prepared on a basis consistent with such Person’s (or assets’) historical financial statements, together
with appropriate supporting details and a statement of underlying assumptions for the one year period following the date of the proposed
Acquisition, on a quarter by quarter basis), in form and substance (including as to scope and underlying assumptions) reasonably
satisfactory to Agent,


 


(e)
Borrowers have Liquidity of not less than $20,000,000 (i) at all times during the 90
consecutive days immediately preceding the date of consummation of such Acquisition, and
(ii) at all times during the one-year period after
giving effect to such Acquisition, in each case calculated on a pro forma basis as if such Acquisition was
consummated (including payment of the purchase consideration therefor) on the first day of such period, and
(ii) after giving effect to such Acquisition, of not less than $20,000,000,

 


(f)
Borrowers have provided Agent with written notice of the proposed Acquisition at least 15 Business Days prior to the anticipated closing
date of the proposed Acquisition and, not later than five Business Days prior to the anticipated closing date of the proposed Acquisition,
copies of the acquisition agreement and other material documents relative to the proposed Acquisition, which agreement and documents
must be reasonably acceptable to Agent,


 


(g)
the assets being acquired (other than a de minimis amount of assets in relation to the Loan Parties’ and their Subsidiaries’
total assets), or the Person whose Equity Interests are being acquired, are useful in or engaged in, as applicable, the business of the
Loan Parties and their Subsidiaries or a business reasonably related thereto,


 




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(h)
the assets being acquired (other than a de minimis amount of assets in relation to the assets being acquired) are located within
the United States or the Person whose Equity Interests are being acquired is organized in a jurisdiction located within the United States
unless otherwise approved by Agent,


 


(i)
the subject assets or Equity Interests, as applicable, are being acquired directly by a Borrower or one of its Subsidiaries that is a
Loan Party, and, in connection therewith, the applicable Loan Party shall have complied with Section 5.11 or 5.12 of this
Agreement, as applicable, of this Agreement and, in the case of an acquisition of Equity Interests, the applicable Loan Party shall have
demonstrated to Agent that the new Loan Parties have received consideration sufficient to make the joinder documents binding and enforceable
against such new Loan Parties, and


 


(j)
the cash purchase consideration payable in respect of all Permitted Acquisitions (including the proposed Acquisition and including deferred
payment obligations) shall not exceed $10,000,0001,000,000
in the aggregate during any fiscal year; provided that, for purposes of this clause (j), the purchase consideration
funded with the net proceeds of a substantially contemporaneousan
issuance following the Closing Date of (i) Qualified Equity Interests of Parent
(including any consideration comprised of Qualified Equity Interests of Parent) or (ii) Indebtedness permitted under clauseclauses
(s) or (t) of the definition of Permitted Indebtedness,
in each case to the extent Not Otherwise Applied, shall be excluded when determining whether the foregoing dollar limitation
would be exceeded; provided further that, for the avoidance
of doubt, no portion of the cash purchase consideration shall have, at any time, been included in the calculation of Liquidity.


 


“Permitted
Discretion” means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender)
business judgment.


 


“Permitted
Dispositions” means:


 


(a)
sales, abandonment, or other dispositions of Equipment that is substantially worn, damaged, or obsolete or no longer used or useful in
the ordinary course of business and leases or subleases of Real Property not useful in the conduct of the business of the Loan Parties
and their Subsidiaries,


 


(b)
sales of Inventory to buyers in the ordinary course of business,


 


(c)
the use or transfer of money or Cash Equivalents in a manner that is not prohibited by the terms of this Agreement or the other Loan
Documents,


 


(d)
the licensing, on a non-exclusive basis, of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course
of business,


 


(e)
the granting of Permitted Liens,


 


(f)
the sale or discount, in each case without recourse, of accounts receivable (other than Eligible Accounts and Eligible Unbilled Accounts)
arising in the ordinary course of business, but only in connection with the compromise or collection thereof,


 


(g)
any involuntary loss, damage or destruction of property,


 


(h)
any involuntary condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, or confiscation or requisition
of use of property,


 




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(i)
the leasing or subleasing of assets of any Loan Party or its Subsidiaries in the ordinary course of business, of Parent,


 


(j)
the sale or issuance of Equity Interests (other than Disqualified Equity Interests)


 


(k)
(i) the lapse of registered patents, trademarks, copyrights and other intellectual property of any Loan Party or any of its Subsidiaries
to the extent not economically desirable in the conduct of its business, or (ii) the abandonment of patents, trademarks, copyrights,
or other intellectual property rights in the ordinary course of business so long as (in each case under clauses (i) and (ii)), (A) with
respect to copyrights, such copyrights are not material revenue generating copyrights, and (B) such lapse is not materially adverse to
the interests of the Lender Group,


 


(l)
the making of Restricted Payments that are expressly permitted to be made pursuant to this Agreement,


 


(m)
the making of Permitted Investments,


 


(n)
so long as no Event of Default has occurred and is continuing or would immediately result therefrom, transfers of assets (i) from any
Loan Party or any of its Subsidiaries (other than any Borrower) to a Loan Party, (ii) from any Subsidiary of any Loan Party that is not
a Loan Party to any other Subsidiary of any Loan Party, and (iii) from any Borrower to any other Borrower,


 


(o)
dispositions of Equipment or Real Property to the extent that (i) such property is exchanged for credit against the purchase price of
similar replacement property, or (ii) the proceeds of such disposition are promptly applied to the purchase price of such replacement
property; provided, that to the extent the property being transferred constitutes Collateral, such replacement property shall
constitute Collateral,


 


(p)
dispositions of assets acquired by the Loan Parties and their Subsidiaries pursuant to a Permitted Acquisition consummated within 12
months of the date of the proposed disposition so long as (i) the consideration received for the assets to be so disposed is at least
equal to the fair market value of such assets, (ii) the assets to be so disposed are not necessary or economically desirable in connection
with the business of the Loan Parties and their Subsidiaries, and (iii) the assets to be so disposed are readily identifiable as assets
acquired pursuant to the subject Permitted Acquisition, and


 


(q)
sales or dispositions of fixed assets (including intangible property related to such fixed assets) not otherwise permitted in clauses
(a) through (p) above so long as made at fair market value and the aggregate fair market value of all assets disposed of in fiscal year
(including the proposed disposition) would not exceed $1,000,000.


 


“Permitted
Indebtedness” means:


 


(a)
Indebtedness in respect of the Obligations,


 


(b)
Indebtedness as of the Closing Date set forth on Schedule 4.14 to this Agreement (other than the Convertible Notes Indebtedness
or any Permitted Joint Venture Payment) and any Refinancing Indebtedness in respect of such Indebtedness,


 


(c)
Permitted Purchase Money Indebtedness and any Refinancing Indebtedness in respect of such Indebtedness,


 




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(d)
Indebtedness arising in connection with the endorsement of instruments or other payment items for deposit,


 


(e)
Indebtedness consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds,
performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; (ii) unsecured guarantees arising with respect
to customary indemnification obligations to purchasers in connection with Permitted Dispositions; and (iii) unsecured guarantees with
respect to Indebtedness of any Loan Party or one of its Subsidiaries, to the extent that the Person that is obligated under such guaranty
could have incurred such underlying Indebtedness,


 


(f)
unsecured Indebtedness of any Loan Party that is incurred contemporaneously with the consummation of a Permitted Acquisition solely for
the purpose of consummating such Permitted Acquisition so long as (i) no Event of Default has occurred and is continuing or would result
therefrom, (ii) such unsecured Indebtedness is not incurred for working capital purposes, (iii) such unsecured Indebtedness does not
mature prior to the date that is 91 days after the Maturity Date, (iv) such unsecured Indebtedness does not amortize until 91 days after
the Maturity Date, (v) such unsecured Indebtedness does not provide for the payment of interest thereon in cash or Cash Equivalents prior
to the date that is 91 days after the Maturity Date, and (vi) such Indebtedness is subordinated in right of payment to the Obligations
on terms and conditions reasonably satisfactory to Agent and is otherwise on terms and
conditions (including economic terms and absence of covenants) reasonably satisfactory
to Agent,


 


(g)
Acquired Indebtedness in an amount not to exceed $10,000,0005,000,000  outstanding
at any one time,


 


(h)
Indebtedness incurred in the ordinary course of business under performance, surety, statutory, or appeal bonds,


 


(i)
Indebtedness owed to any Person providing property, casualty, liability, or other insurance to any Loan Party or any of its Subsidiaries,
so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer
the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such
year,


 


(j)
the incurrence by any Loan Party or its Subsidiaries of Indebtedness under Hedge Agreements that is incurred for the bona fide purpose
of hedging the interest rate, commodity, or foreign currency risks associated with such Loan Party’s or such Subsidiary’s
operations and not for speculative purposes,


 


(k)
Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored
value cards, commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”),
or Cash Management Services,


 


(l)
unsecured Indebtedness of any Loan Party owing to employees, former employees, former officers, directors, or former directors (or
any spouses, ex-spouses, or estates of any of the foregoing) incurred in connection with the repurchase or redemption by such Loan
Party of the Equity Interests of Parent that has been issued to such Persons, so long as (i) no Default or Event of Default has
occurred and is continuing or would result from the incurrence of such Indebtedness, (ii) the aggregate amount of all such
Indebtedness outstanding at any one time does not exceed $1,000,000, and (iii) such Indebtedness is subordinated in right of payment
to the Obligations on terms and conditions reasonably acceptable to Agent,


 




    - 36 -


     


    

 


(m)
contingent liabilities in respect of any indemnification obligation, adjustment of purchase price, non-compete, or similar obligation
of any Loan Party incurred in connection with the consummation of one or more Permitted Acquisitions,


 


(n)
Indebtedness composing Permitted Investments,


 


(o)
unsecured Indebtedness incurred in respect of netting services, overdraft protection, and other like services, in each case, incurred
in the ordinary course of business,


 


(p)
unsecured Indebtedness of any Loan Party or its Subsidiaries in respect of Earn-Outs owing to sellers of assets or Equity Interests to
such Loan Party or its Subsidiaries that is incurred in connection with the consummation of one or more Permitted Acquisitions so long
as such unsecured Indebtedness is on terms and conditions reasonably acceptable to Agent,


 


(q)
Indebtedness in an aggregate outstanding principal amount not to exceed $5,000,0001,000,000
at any time outstanding for all Subsidiaries of each Loan Party that are CFCs; provided, that such Indebtedness is
not directly or indirectly recourse to any of the Loan Parties or of their respective assets,


 


(r)
accrual of interest, accretion or amortization of original issue discount, or the payment of interest in kind, in each case, on Indebtedness
that otherwise constitutes Permitted Indebtedness,


 


(s)
(i) Second Lien Indebtedness and guaranties by the Loan Parties in respect thereof,
so long as such Indebtedness is subject to the Second Lien Intercreditor Agreement, and the Second Lien Intercreditor Agreement is in
full force and effect, and (ii) Refinancing Indebtedness in respect thereof, so long as such Refinancing Indebtedness is subject to the
Second Lien Intercreditor Agreement or another intercreditor agreement, in form and
substance satisfactory to Agent, entered into by the holders of such Second Lien Indebtedness and Agent, and the Second Lien Intercreditor
Agreement or such other intercreditor agreement, as the case may be, is in full force and
effect,


 


(t)
(s) Permitted
Mezzanine Debt in an aggregate principal amount not to exceed  $100,000,000and
guaranties by the Loan Parties in respect thereof, and Refinancing Indebtedness in
respect thereof and
guaranties by the Loan Parties in respect thereof, so long as such Indebtedness is subject to a Permitted Mezzanine Debt Intercreditor
Agreement and such Permitted Mezzanine Debt Intercreditor Agreement
is in full force and effect,





 


(u)
(t) (i)
the 2013 Convertible Notes Indebtedness
and Refinancing Indebtedness and guaranties by the Loan Parties in respect thereof, so long as such Indebtedness is subject
to the 2013 Convertible Notes Intercreditor Agreement and the 2013 Convertible Notes Intercreditor Agreement is in full force and effect,
and (ii) Refinancing Indebtedness in respect thereof, so long as such Refinancing Indebtedness
is subject to the 2013 Convertible Notes Intercreditor Agreement or another subordination and intercreditor agreement, in form
and substance satisfactory to Agent, entered into by the 2013 Convertible Noteholders and Agent, and the 2013 Convertible Notes Intercreditor
Agreement or such other subordination and intercreditor agreement, as the case may be, is
in full force and effect,


 


(v)
(u) (i)
the 2016 Convertible Notes Indebtedness
and Refinancing Indebtedness and guaranties by the Loan Parties in respect thereof, so long as such Indebtedness is subject
to the 2016 Convertible Notes Intercreditor Agreement and the 2016 Convertible Notes Intercreditor Agreement is in full force and effect,
and (ii) Refinancing Indebtedness in respect thereof, so long as such Refinancing Indebtedness
is subject to the 2016 Convertible Notes Intercreditor Agreement or another subordination and intercreditor agreement, in form
and substance satisfactory to Agent, entered into by the 2016 Convertible Noteholders and Agent, and the 2016 Convertible Notes Intercreditor
Agreement or such other subordination and intercreditor agreement, as the case may be, is
in full force and effect, and


 






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(w)
(v) any
other unsecured Indebtedness incurred by any Loan Party or any of its Subsidiaries in an aggregate outstanding amount not to exceed $1,000,000
at any one time.


 


“Permitted
Intercompany Advances” means loans made by (a) a Loan Party to another Loan Party other than Parent, (b) a Subsidiary of a
Loan Party that is not a Loan Party to another Subsidiary of a Loan Party that is not a Loan Party, and (c) a Subsidiary of a Loan Party
that is not a Loan Party to a Loan Party, so long as the parties thereto are party to the Intercompany Subordination Agreement.


 


“Permitted
Investments” means:


 


(a)
Investments in cash and Cash Equivalents,


 


(b)
Investments in negotiable instruments deposited or to be deposited for collection in the ordinary course of business,


 


(c)
course of business, advances made in connection with purchases of goods or services in the ordinary


 


(d)
Investments received in settlement of amounts due to any Loan Party or any of its Subsidiaries effected in the ordinary course of business
or owing to any Loan Party or any of its Subsidiaries as a result of Insolvency Proceedings involving an account debtor or upon the foreclosure
or enforcement of any Lien in favor of a Loan Party or its Subsidiaries,


 


(e)
Investments owned by any Loan Party or any of its Subsidiaries on the Closing Date and set forth on Schedule P-1 to this Agreement,


 


(f)
guarantees permitted under the definition of Permitted Indebtedness,


 


(g)
Permitted Intercompany Advances,


 


(h)
Equity Interests or other securities acquired in connection with the satisfaction or enforcement of Indebtedness or claims due or owing
to a Loan Party or its Subsidiaries (in bankruptcy of customers or suppliers or otherwise outside the ordinary course of business) or
as security for any such Indebtedness or claims,


 


(i)
of operating leases, deposits of cash made in the ordinary course of business to secure performance


 


(j)
(i) non-cash loans and advances to employees, officers, and directors of a Loan Party or any of its Subsidiaries for the purpose of purchasing
Equity Interests in Parent so long as the proceeds of such loans are used in their entirety to purchase such Equity Interests in Parent,
and (ii) loans and advances to employees and officers of a Loan Party or any of its Subsidiaries in the ordinary course of business for
any other business purpose and in an aggregate amount not to exceed $250,000 at any one time,


 


(k)
Permitted Acquisitions,


 






    - 38 -


     


    




 





(l)
Investments in the form of capital contributions and the acquisition of Equity Interests made by any Loan Party in any other Loan Party
(other than capital contributions to or the acquisition of Equity Interests of Parent),


 


(m)
Investments resulting from entering into (i) Bank Product Agreements, or (ii) agreements relative to obligations permitted under clause
(j) of the definition of Permitted Indebtedness,


 


(n)
equity Investments by any Loan Party in any Subsidiary of such Loan Party which is required by law to maintain a minimum net capital
requirement or as may be otherwise required by applicable law,


 


(o)
Investments held by a Person acquired in a Permitted Acquisition to the extent that such Investments were not made in contemplation of
or in connection with such Permitted Acquisition and were in existence on the date of such Permitted Acquisition,


 


(p)
Permitted Joint Ventures and, to the extent permitted under Section 6.6, Permitted Joint Venture Payments,


 


(q)
Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not
Affiliates, in the ordinary course of business, and


 


(r)
so long as no Event of Default has occurred and is continuing or would result therefrom, any other Investments in an aggregate amount
not to exceed $5,000,0001,000,000
during the term of this Agreement.


 


“Permitted
Joint Venture” means (a) any Person listed on Schedule P-2 to this Agreement and (b) any other joint venture from time
to time approved by Agent.


 


“Permitted
Joint Venture Agreements” means (a) that certain Limited Liability Company Agreement of HICCH-SCL, LLC, dated as of February
26, 2015, by and between hInsight-Customer Care Holdings, LLC, HCA Holdings Inc., and Parent; (b) that certain Limited Liability Company
Agreement of WB5 LLC, dated as of October 1, 2012, and as amended by that certain First Amendment to the Limited Liability Agreement
of WB5 LLC, dated as of October 1, 2013, by and between Gallup, Inc. and Healthways (as successor in interest to Healthways, Inc.; (c)
that certain Quotaholders’ Agreement of Healthways Brasil Servicos de Consultoria Ltda., dated as of March 11, 2015, by
and between Healthways International, S.A.R.L. and Sul America Servicos de Saude S.A.; and (d) any other agreement entered into
by any Loan Party or any of its Subsidiaries with respect to a Permitted Joint Venture.


 


“Permitted
Joint Venture Payments” means, with respect to any Permitted Joint Venture, (a) the payments listed with respect to such Permitted
Joint Venture on Schedule P-2 to this Agreement, and (b) any other payments approved by Agent from time to time which payments
are made or to be made with respect to a Permitted Joint Venture.


 


“Permitted
Liens” means:


 


(a)
Liens granted to, or for the benefit of, Agent to secure the Obligations,


 


(b)
Liens for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do not have
priority over Agent’s Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted Protests;
provided, that Borrowers shall give Agent notice within 5 Business Days of any Loan Party’s receipt of notice of the existence
of any Liens referenced in this clause (c) which cause the aggregate amount of all Liens permitted under this clause (c) to exceed $3,000,000
outstanding at any time,


 






    - 39 -


     


    




 


(c)
judgment Liens arising solely as a result of the existence of judgments, orders, or awards that do not constitute an Event of Default
under Section 8.3 of this Agreement,


 


(d)
Liens set forth on Schedule P-3 to this Agreement; provided, that to qualify as a Permitted Lien, any such Lien described
on Schedule P-3 to this Agreement shall only secure the Indebtedness that it secures on the Closing Date and any Refinancing Indebtedness
in respect thereof,


 


(e)
license agreements, the interests of lessors under operating leases and non-exclusive licensors under


 


(f)
purchase money Liens on fixed assets or the interests of lessors under Capital Leases to the extent that such Liens or interests secure
Permitted Purchase Money Indebtedness and so long as (i) such Lien attaches only to the fixed asset purchased or acquired and the proceeds
thereof, and (ii) such Lien only secures the Indebtedness that was incurred to acquire the fixed asset purchased or acquired or any Refinancing
Indebtedness in respect thereof,


 


(g)
Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred
in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet
delinquent, or (ii) are the subject of Permitted Protests,


 


(h)
Liens on amounts deposited to secure Parent’s and its Subsidiaries obligations in connection with worker’s compensation or
other unemployment insurance,


 


(i)
Liens on amounts deposited to secure Parent’s and its Subsidiaries obligations in connection with the making or entering into of
contracts, bids, tenders, or leases in the ordinary course of business and not in connection with the borrowing of money,


 


(j) Liens on amounts deposited to secure Parent’s and
its Subsidiaries reimbursement obligations with respect to surety or appeal bonds obtained in the ordinary course of business,


 


(k)
with respect to any Real Property, easements, rights of way, and zoning restrictions that do not materially interfere with or impair
the use or operation thereof,


 


(l)
non-exclusive licenses of patents, trademarks, copyrights, and other intellectual property rights in the ordinary course of business,


 


(m)
Liens that are replacements of Permitted Liens to the extent that the original Indebtedness is the subject of permitted Refinancing Indebtedness
and so long as the replacement Liens only encumber those assets that secured the original Indebtedness,


 


(n)
rights of setoff or bankers’ liens upon deposits of funds in favor of banks or other depository institutions, solely to the extent
incurred in connection with the maintenance of such Deposit Accounts in the ordinary course of business,


 




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(o)
Liens granted in the ordinary course of business on the unearned portion of insurance premiums securing the financing of insurance premiums
to the extent the financing is permitted under the definition of Permitted Indebtedness,


 


(p)
Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods,


 


(q)
Liens solely on any cash earnest money deposits made by a Loan Party or any of its Subsidiaries in connection with any letter of intent
or purchase agreement with respect to a Permitted Acquisition,


 


(r)
Liens assumed by any Loan Party or its Subsidiaries in connection with a Permitted Acquisition that secure Acquired Indebtedness that
is Permitted Indebtedness,


 


(s)
Liens in and to the Collateral securing any Permitted Mezzanine Debtthe
Second Lien Indebtedness (or any Refinancing Indebtedness in respect thereof) permitted pursuant to clause (s) of the definition of Permitted
Indebtedness which Liens are subject to a Permitted Mezzanine Debtthe
Second Lien Intercreditor Agreement, so long
as the Permitted Mezzanine DebtSecond
Lien Intercreditor Agreement is in full force and effect,


 


(t)
Liens in and to the Collateral securing any Permitted Mezzanine Debt (or
any Refinancing Indebtedness in respect thereof) permitted pursuant to clause (t) of the definition of Permitted Indebtedness which Liens
are subject to a Permitted Mezzanine Debt Intercreditor Agreement, so long as such Permitted
Mezzanine Debt Intercreditor Agreement is in full force and effect,


 


(u)
(t) Liens
in and to the Collateral securing the 2013 Convertible Notes Indebtedness subject to the 2013 Convertible Notes Intercreditor Agreement
so long as the 2013Convertible Notes Intercreditor Agreement is in full force and effect,


 


(v)
(u) Liens
in and to the Collateral securing the 2016 Convertible Notes Indebtedness subject to the 2016 Convertible Notes Intercreditor Agreement
so long as the 2016 Convertible Notes Intercreditor Agreement is in full force and effect,


 


(w)
(v) Liens
on assets of Subsidiaries of any Loan Party that is a CFC securing Indebtedness permitted under clause (q) of the definition of Permitted
Indebtedness, and


 


(x)
(w) other
Liens which do not secure Indebtedness for borrowed money or letters of credit and as to which the aggregate amount of the obligations
secured thereby does not exceed


$1,000,000.


 


“Permitted
Mezzanine Debt” means Indebtedness ofincurred
by Parent
so long as (a) no Default or Event of Default has occurred and is continuing at the time of, or will result from, the incurrence thereof,
and (b) such Indebtedness (i) is subordinated in right of payment to the Obligations
on terms and conditions reasonably satisfactory to Agent, (ii) is not subject to scheduled amortization, redemption, sinking fund or
similar payment and does not have a final maturity, in each case, on or before the date that is 91 days after the Maturity Date, (iii)
is not subject to any mandatory prepayments required to be made on or before the date that is 91 days after the Maturity Date unless
such prepayment is permitted under the terms of the Permitted Mezzanine Debt Intercreditor Agreement, (iv) is only guaranteed by the
Loan Parties, (v) does not include any financial covenant, other covenant or agreement, event of default or other term that is more restrictive
or onerous on any Loan Party or any of its Subsidiaries in any material respect than any comparable covenant in this Agreement,
subject to a satisfactory cushion in the case of financial covenants and basket amounts to the comparable provisions in the Loan Documents,
and is otherwise on terms and conditions reasonably acceptable to Agent, (vi) is not secured by a lien on any assets other
than the Collateral securing the Obligations and any such lien is subordinated to the Agent’s Lien on terms and conditions satisfactory
to Agent, and (vii) shall be limited to cross-acceleration to the
Obligations and a cross-default in the event of a payment Event of Default in respect of the Obligations,
(c) the aggregate principal amount of such Indebtedness shall not exceed the Permitted Mezzanine Debt Cap, (d) such Indebtedness is permitted
to be incurred under (i) the terms of the Second Lien Loan Documents (or, if applicable, the agreements relating to any Refinancing Indebtedness
in respect thereof) if and to the extent the Second Lien Indebtedness remains outstanding after such incurrence of Indebtedness,
and (ii) the terms of the agreements relating to any Permitted Mezzanine Debt outstanding at the time of the incurrence of such Indebtedness,
if and to the extent such Permitted Mezzanine Debt remains outstanding after such incurrence
of Indebtedness.


 






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“Permitted
Mezzanine Debt Cap” means, as of any date of determination, the least of (i) the result of, without duplication, (A) $100,000,000,
minus (B) the aggregate outstanding principal amount of the Second Lien Indebtedness
(or any Refinancing Indebtedness in respect of such Indebtedness), minus (C)
the aggregate amount of all payments of the principal of any Permitted Mezzanine Debt
(other than in connection with the incurrence of any Refinancing Indebtedness in respect of such Indebtedness), minus (D) the
aggregate amount of all payments of the principal of the Second Lien Indebtedness since the First Amendment Date (other than in connection
with the incurrence of any Refinancing Indebtedness in respect of such Indebtedness), plus (E) any increase in the principal amount
by payment-in-kind of interest accrued on the amount set forth in clause (A), (ii) the principal amount of Permitted Mezzanine Debt (or
any comparable term) permitted to be incurred under the Second Lien Loan Documents (or, if applicable, the agreements relating to any
Refinancing Indebtedness in respect thereof), and (iii) the principal amount of Permitted Mezzanine Debt (or any comparable term) permitted
to be incurred under the agreements relating to any other Permitted Mezzanine Debt outstanding
at the time of the incurrence of the relevant Permitted Mezzanine Indebtedness; provided that, if the Refinancing Indebtedness
in respect of the Second Lien Indebtedness constitutes Permitted Mezzanine Debt, the foregoing
clause (i)(B) shall not apply.


 


“Permitted
Mezzanine Debt Intercreditor Agreement” means, with respect to any Permitted Mezzanine Debt, a subordination and intercreditor
agreement, in form and substance satisfactory to Agent, entered into by the holders of such Permitted Mezzanine Debt and Agent in connection
with the incurrence of such Permitted Mezzanine Debt.


 


“Permitted
Protest” means the right of any Loan Party or any of its Subsidiaries to protest any Lien (other than any Lien that secures
the Obligations), taxes (other than payroll taxes or taxes that are then the subject of a United States federal tax lien), or rental
payment; provided, that (a) a reserve with respect to such obligation is established on such Loan Party’s or its Subsidiaries’
books and records in such amount as is required under GAAP, (b) any such protest is instituted promptly and prosecuted diligently by
such Loan Party or its Subsidiary, as applicable, in good faith, and (c) Agent is satisfied that, while any such protest is pending,
there will be no material impairment of the enforceability, validity, or priority of any of Agent’s Liens.


 


“Permitted
Purchase Money Indebtedness” means, as of any date of determination, Indebtedness (other than the Obligations, but including
Capitalized Lease Obligations), incurred after the Closing Date and at the time of, or within 45 days after, the acquisition of any fixed
assets for the purpose of financing all or any part of the acquisition cost thereof, in an aggregate principal amount outstanding at
any one time not in excess of $3,000,000.


 




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“Person”
means natural persons, corporations, limited liability companies, limited partnerships, general partnerships, limited liability partnerships,
joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments
and agencies and political subdivisions thereof.


 


“Personal
Information” means a natural person’s name, voice or likeness, street address, telephone number, email address, photograph,
social security number, driver’s license number, passport number, or customer or account number, or any other piece of information
that identifies or locates a natural person or that, in combination with other reasonably available data, can be used to identify or
locate a natural person, and in any event, including all Protected Health Information.


 


“Platform”
has the meaning specified therefor in Section 17.9(c) of this Agreement.


 


“Post-Increase
Revolver Lenders” has the meaning specified therefor in Section 2.14 of this Agreement.


 


“Pre-Increase
Revolver Lenders” has the meaning specified therefor in Section 2.14 of this Agreement.


 


“Proceeds”
has the meaning specified therefor in the Guaranty and Security Agreement.


 


“Process”
or “Processing” means the collection, use, storage, processing, recording, distribution, transfer, import, export,
protection (including security measures), disposal or disclosure or other activity regarding data (whether electronically or in any other
form or medium).


 


“Projections”
means Parent’s forecasted (a) balance sheets, (b) profit and loss statements, and (c) cash flow statements, all prepared on a basis
consistent with Parent’s historical financial statements, together with appropriate supporting details and a statement of underlying
assumptions.


 


“Pro
Rata Share” means, as of any date of determination:


 


(a)
with respect to a Lender’s obligation to make all or a portion of the Revolving Loans, with respect to such Lender’s right
to receive payments of interest, fees, and principal with respect to the Revolving Loans, and with respect to all other computations
and other matters related to the Revolver Commitments or the Revolving Loans, the percentage obtained by dividing (i) the Revolving Loan
Exposure of such Lender, by (ii) the aggregate Revolving Loan Exposure of all Lenders,


 


(b)
with respect to a Lender’s obligation to participate in the Letters of Credit, with respect to such Lender’s obligation to
reimburse Issuing Bank, and with respect to such Lender’s right to receive payments of Letter of Credit Fees, and with respect
to all other computations and other matters related to the Letters of Credit, the percentage obtained by dividing (i) the Revolving Loan
Exposure of such Lender, by (ii) the aggregate Revolving Loan Exposure of all Lenders; provided, that if all of the Revolving
Loans have been repaid in full and all Revolver Commitments have been terminated, but Letters of Credit remain outstanding, Pro Rata
Share under this clause shall be the percentage obtained by dividing (A) the Letter of Credit Exposure of such Lender, by (B) the Letter
of Credit Exposure of all Lenders, and


 


(c)
with respect to all other matters and for all other matters as to a particular Lender (including the indemnification obligations
arising under Section 15.7 of this Agreement), the percentage obtained by dividing (i) the Revolving Loan Exposure of such
Lender, by (ii) the aggregate Revolving Loan Exposure of all Lenders, in any such case as the applicable percentage may be adjusted
by assignments permitted pursuant to Section 13.1; provided, that if all of the Loans have been repaid in full, all
Letters of Credit have been made the subject of Letter of Credit Collateralization, and all Revolver Commitments have been
terminated, Pro Rata Share under this clause shall be the percentage obtained by dividing (A) the Letter of Credit Exposure of such
Lender, by (B) the Letter of Credit Exposure of all Lenders.


 




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“Protected
Health Information” or “PHI” has the meaning set out in HIPAA, and in particular at 45 C.F.R. § 160.103,
as it may be amended from time to time.


 


“Protective
Advances” has the meaning specified therefor in Section 2.3(d)(i) of this Agreement.


 


“Public
Lender” has the meaning specified therefor in Section 17.9(c) of this Agreement.


 


“Purchase
Price” means, with respect to any Acquisition, an amount equal to the aggregate consideration, whether cash, property or securities
(including the fair market value of any Equity Interests of Parent issued in connection with such Acquisition and including the maximum
amount of Earn-Outs), paid or delivered by a Loan Party or one of its Subsidiaries in connection with such Acquisition (whether paid
at the closing thereof or payable thereafter and whether fixed or contingent), but excluding therefrom (a) any cash of the seller and
its Affiliates used to fund any portion of such consideration, and (b) any cash or Cash Equivalents acquired in connection with such
Acquisition.


 


“Qualified
Cash” means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of the Loan Parties and
their Subsidiaries that is in Deposit Accounts or in Securities Accounts, or any combination thereof, and which such Deposit Account
or Securities Account is the subject of a Control Agreement and is maintained by a branch office of the bank or securities intermediary
located within the United States; provided that, for the avoidance of doubt, Qualified Cash will include Eligible Cash.


 


“Qualified
Equity Interests” means and refers to any Equity Interests issued by Parent (and not by one or more of its Subsidiaries) that
is not a Disqualified Equity Interest.


 


“Qualifying
IPO” means the issuance by a parent holding company of Parent of the common Equity Interests of such parent holding company
in an underwritten primary public offering (other than a public offering pursuant to a registration statement on Form S-8) pursuant to
an effective registration statement filed with the SEC in accordance with the Securities Act resulting in Net Cash Proceeds of at least
$150,000,000.


 


“RCP”
has the meaning specified therefor in Section 4.26 of this Agreement.


 


“Real
Property” means any estates or interests in real property now owned or hereafter acquired by any Loan Party or one of its Subsidiaries
and the improvements thereto.


 


“Real
Property Collateral” means (a) the Real Property identified on Schedule R-1 to this Agreement, and (b) any Real Property
(other than leasehold interests) hereafter acquired by any Loan Party or one of its Subsidiaries with a fair market value in excess of
$250,000.


 


“Receivables
Reserves” means, as of any date of determination, those reserves that Agent deems necessary or appropriate, in its Permitted
Discretion and subject to Section 2.1(c), to establish and maintain (including (a) reserves with respect to books and records
locations as to which a Collateral Access Agreement has not been received by Agent, (b) reserves for rebates, discounts, warranty claims,
and returns, and (c) reserves with respect to deferred revenues as determined by Agent in its Permitted Discretion and without duplication
of the impact of any ineligibility criteria set forth in the definition of Eligible Accounts) with respect to the Eligible Accounts,
the Eligible Unbilled Accounts, or the Maximum Revolver Amount.


 






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“Record”
means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable
form.


 


“Reference
Period” means, as of any date of determination, the period of 12 consecutive fiscal months of Parent ended as of such date;
provided that, with respect to dates of determination prior to December 31, 2017, the Reference Period shall be the number of
consecutive fiscal months of Parent elapsed during the period from January 1, 2017 through such date of determination.


 


“Refinancing
Indebtedness” means refinancings, renewals, or extensions of Indebtedness so long as:


 


(a)
such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed,
or extended, other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the
amount of unfunded commitments with respect thereto,


 


(b)
such refinancings, renewals, or extensions do not result in a shortening of the final stated maturity or the average weighted maturity
(measured as of the refinancing, renewal, or extension) of the Indebtedness so refinanced, renewed, or extended, nor are they on terms
or conditions that, taken as a whole, are or could reasonably be expected to be materially adverse to the interests of the Lenders,


 


(c)
if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Obligations, then the terms
and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are at least as favorable
to the Lender Group as those that were applicable to the refinanced, renewed, or extended Indebtedness,


 


(d)
the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations
other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended,


 


(e)
if the Indebtedness that is refinanced, renewed or extended was unsecured, such refinancing, renewal or extension shall be unsecured,
and


 


(f)
if the Indebtedness that is refinanced, renewed, or extended was secured (i) such refinancing, renewal, or extension shall be secured
by substantially the same or less collateral as secured such refinanced, renewed or extended Indebtedness on terms no less favorable
to Agent or the Lender Group and (ii) the Liens securing such refinancing, renewal or extension shall not have a priority more senior
than the Liens securing such Indebtedness that is refinanced, renewed or extended.


 


“Register”
has the meaning set forth in Section 13.1(h) of this Agreement.


 


“Related
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans
and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate
of a Lender, or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.


 




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“Remedial
Action” means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way
address Hazardous Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous
Materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c)
restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation
and maintenance activities, or (e) conduct any other actions with respect to Hazardous Materials required by Environmental Laws.


 


“Replacement
Lender” has the meaning specified therefor in Section 2.13(b) of this Agreement.


 


“Report”
has the meaning specified therefor in Section 15.16 of this Agreement.


 


“Required
Lenders” means, at any time, Lenders having or holding more than 50% of the aggregate Revolving Loan Exposure of all Lenders;
provided, that (i) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Required
Lenders, and (ii) at any time there are two or more Lenders (who are not Affiliates of one another or Defaulting Lenders), “Required
Lenders” must include at least two Lenders (who are not Affiliates of one another).


 


“Reserves”
means, as of any date of determination, Receivables Reserves, Bank Product Reserves and those other reserves that Agent deems necessary
or appropriate, in its Permitted Discretion and subject to Section 2.1(c), to establish and maintain (including reserves with
respect to (a) sums that any Loan Party or its Subsidiaries are required to pay under any Section of this Agreement or any other Loan
Document (such as taxes, assessments, insurance premiums, or, in the case of leased assets, rents or other amounts payable under such
leases) and has failed to pay, and (b) amounts owing by any Loan Party or its Subsidiaries to any Person to the extent secured by a Lien
on, or trust over, any of the Collateral (other than a Permitted Lien), which Lien or trust, in the Permitted Discretion of Agent likely
would have a priority superior to the Agent’s Liens (such as Liens or trusts in favor of landlords, warehousemen, carriers, mechanics,
materialmen, laborers, or suppliers, or Liens or trusts for ad valorem, excise, sales, or other taxes where given priority under applicable
law) in and to such item of the Collateral) with respect to the Borrowing Base or the Maximum Revolver Amount.


 


“Restricted
Payment” means (a) any declaration or payment of any dividend or the making of any other payment or distribution, directly
or indirectly, on account of Equity Interests issued by Parent or any of its Subsidiaries (including any payment in connection with any
merger or consolidation involving Parent) or to the direct or indirect holders of Equity Interests issued by Parent or any of its Subsidiaries
in their capacity as such (other than dividends or distributions payable in Qualified Equity Interests issued by Parent or any of its
Subsidiaries), or (b) any purchase, redemption, making of any sinking fund or similar payment, or other acquisition or retirement for
value (including in connection with any merger or consolidation involving Parent) any Equity Interests issued by Parent or any of its
Subsidiaries, or (c) any making of any payment to retire, or to obtain the surrender of, any outstanding warrants, options, or other
rights to acquire Equity Interests of Parent now or hereafter outstanding.


 


“Revolver
Commitment” means, with respect to each Lender, its Revolver Commitment, and, with respect to all Lenders, their Revolver Commitments,
in each case as such Dollar amounts are set forth beside such Lender’s name under the applicable heading on Schedule C-1
to this Agreement or in the Assignment and Acceptance or Increase Joinder pursuant to which such Lender became a Lender under this Agreement,
as such amounts may be reduced or increased from time to time pursuant to assignments made in accordance with the provisions of Section
13.1 of this Agreement, and as such amounts may be decreased by the amount of reductions in the Revolver Commitments made in accordance
with Section 2.4(c) hereof.


 






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“Revolver
Usage” means, as of any date of determination, the sum of (a) the amount of outstanding Revolving Loans (inclusive of Swing
Loans and Protective Advances), plus (b) the amount of the Letter of Credit Usage.


 


“Revolving
Loan Exposure” means, with respect to any Lender, as of any date of determination (a) prior to the termination of the Revolver
Commitments, the amount of such Lender’s Revolver Commitment, and (b) after the termination of the Revolver Commitments, the aggregate
outstanding principal amount of the Revolving Loans of such Lender.


 


“Revolving
Loans” has the meaning specified therefor in Section 2.1(a) of this Agreement.


 


“Sanctioned
Entity” means (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization
directly or indirectly controlled by a country or its government, or (d) a Person resident in or determined to be resident in a country,
in each case of clauses (a) through (d) that is a target of Sanctions, including a target of any country sanctions program administered
and enforced by OFAC.


 


“Sanctioned
Person” means, at any time (a) any Person named on the list of Specially Designated Nationals and Blocked Persons maintained
by OFAC, OFAC’s consolidated Non-SDN list or any other Sanctions-related list maintained by any relevant Governmental Authority,
(b) a Person or legal entity that is a target of Sanctions, (c) any Person operating, organized or resident in a Sanctioned Entity, or
(d) any Person directly or indirectly owned or controlled (individually or in the aggregate) by or acting on behalf of any such Person
or Persons described in clauses (a) through (c) above.


 


“Sanctions”
means individually and collectively, respectively, any and all economic sanctions, trade sanctions, financial sanctions, sectoral sanctions,
secondary sanctions, trade embargoes anti-terrorism laws and other sanctions laws, regulations or embargoes, including those imposed,
administered or enforced from time to time by: (a) the United States of America, including those administered by OFAC, the U.S. Department
of State, the U.S. Department of Commerce, or through any existing or future executive order, (b) the United Nations Security Council,
(c) the European Union or any European Union member state, (d) Her Majesty’s Treasury of the United Kingdom, or (d) any other Governmental
Authority with jurisdiction over any member of Lender Group or any Loan Party or any of their respective Subsidiaries or Affiliates.


 


“S&P”
has the meaning specified therefor in the definition of Cash Equivalents.


 


“SEC”
means the United States Securities and Exchange Commission and any successor thereto.


 


“Second
Lien Intercreditor Agreement” means the Intercreditor Agreement, dated as of the May 11, 2017, by and between Agent and Second
Lien Agent, and acknowledged by each of the Loan Parties.


 


“Second
Lien Agent” means ABC Funding, LLC, a Delaware limited liability company, and its successors
and assigns.




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“Second
Lien Credit Agreement” means that certain Second Lien Credit Agreement, dated
as of May 11, 2017, by and among Borrowers, Second Lien Lenders and Second Lien Agent, as amended, modified, supplemented, restated,
refinanced or replaced from time to time in accordance with the terms thereof and the Second
Lien Intercreditor Agreement.


 


“Second
Lien Indebtedness” means the Indebtedness incurred by Borrowers under the Second Lien Loan Documents in an aggregate principal
amount (excluding any capitalized interest, fees, and other costs and expenses) not to exceed the amount of the Second Lien Cap (as defined
in the Second Lien Intercreditor Agreement).


 


“Second
Lien Lenders” means the “Lenders” as such term is defined in the Second Lien Credit
Agreement.


 


“Second
Lien Loan Documents” means the Second Lien Credit Agreement and each of the other “Loan Documents” (as such term is
defined in the Second Lien Credit Agreement), and any documents, instruments and agreements entered into in connection with any amendment,
supplement, restatement, replacement or refinancing thereof, as amended, modified, supplemented or restated from time to time in accordance
with the terms of the Second Lien Credit Agreement and the Second Lien Intercreditor Agreement.


 


“Securities
Account” means a securities account (as that term is defined in the Code).


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.


 


“Settlement”
has the meaning specified therefor in Section 2.3(e)(i) of this Agreement.


 


“Settlement
Date” has the meaning specified therefor in Section 2.3(e)(i) of this Agreement.


 


“Sharecare
Employee Stock Fund” means the Sharecare, Inc. 2010 Equity Incentive Plan, as amended.


 


“Shareholder
Agreements” means (a) that certain Eleventh Amended and Restated Voting Agreement, dated March 3, 2017, among Parent and certain
of the holders of Parent’s Equity Interests, (b) that certain Eighth Amended and Restated Right of First Refusal and Change of
Control Agreement, dated March 3, 2017, among Parent and certain of the holders of Parent’s Equity Interests, (c) Seventh Amended
and Restated Registration Rights Agreement, dated March 3, 2017, among Parent and certain of the holders of Parent’s Equity Interests,
(d) that certain Seventh Amended and Restated Investors’ Rights Agreement, dated March 3, 2017, among Parent and certain of the
holders of Parent’s Equity Interests, and (e) any other agreements to which any Loan Party or any of its Subsidiaries is a party
or by which any Loan Party or any of its Subsidiaries is bound which provides for any obligation (contingent or otherwise) of any Loan
Party or any of its Subsidiaries to repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible
into or exchangeable for any Equity Interests of any Loan Party or any of its Subsidiaries, or which provides for any put or call with
respect to any shares of any Loan Party’s or any of its Subsidiaries’ Equity Interests.


 


“Solvent”
means, with respect to any Person as of any date of determination, that (a) at fair valuations, the sum of such Person’s debts
(including contingent liabilities) is less than all of such Person’s assets, (b) such Person is not engaged or about to engage
in a business or transaction for which the remaining assets of such Person are unreasonably small in relation to the business or transaction
or for which the property remaining with such Person is an unreasonably small capital, (c) such Person has not incurred and does not
intend to incur, or reasonably believe that it will incur, debts beyond its ability to pay such debts as they become due (whether at
maturity or otherwise), and (d) such Person is “solvent” or not “insolvent”, as applicable within the meaning
given those terms and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition,
the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of
whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).


 






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“Specified
Holders” means Jeff Arnold and (i) his spouse, a parent, siblings, descendants (including adoptive relationships and stepchildren)
and the spouses of each such natural persons (collectively, “Family Members”); (ii) a trust under which the distribution
of Equity Interests may be made only to Jeff Arnold and/or any of his Family Members; (iii) a corporation, partnership or limited liability
company, the stockholders, partners or members of which are only Jeff Arnold and/or his Family Members or of which Jeff Arnold has the
right to designate the majority of the board of directors or similar governing body; or (iv) for bona fide estate planning purposes,
either by will or by the laws of intestate succession, to Jeff Arnold’s executors, administrators, testamentary trustees, legatees
or beneficiaries.


 


“Standard
Letter of Credit Practice” means, for Issuing Bank, any domestic or foreign law or letter of credit practices applicable in
the city in which Issuing Bank issued the applicable Letter of Credit or, for its branch or correspondent, such laws and practices applicable
in the city in which it has advised, confirmed or negotiated such Letter of Credit, as the case may be, in each case, (a) which letter
of credit practices are of banks that regularly issue letters of credit in the particular city, and (b) which laws or letter of credit
practices are required or permitted under ISP or UCP, as chosen in the applicable Letter of Credit.


 


“Subsidiary”
of a Person means a corporation, partnership, limited liability company, or other entity in which that Person directly or indirectly
owns or controls the Equity Interests having ordinary voting power to elect a majority of the Board of Directors of such corporation,
partnership, limited liability company, or other entity; provided, that notwithstanding anything to the contrary contained in
the foregoing, no Permitted Joint Venture shall constitute a Subsidiary of any Loan Party.


 


“Supermajority
Lenders” means, at any time, Lenders having or holding more than 66 2/3% of the aggregate Revolving Loan Exposure of all Lenders;
provided, that (i) the Revolving Loan Exposure of any Defaulting Lender shall be disregarded in the determination of the Supermajority
Lenders, and (ii) at any time there are two or more Lenders (who are not Affiliates of one another), “Supermajority Lenders”
must include at least two Lenders (who are not Affiliates of one another or Defaulting Lenders).


 


“Swap
Obligation” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction
that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


“Swing
Lender” means Wells Fargo or any other Lender that, at the request of Borrowers and with the consent of Agent agrees, in such
Lender’s sole discretion, to become the Swing Lender under Section 2.3(b) of this Agreement.


 


“Swing
Loan” has the meaning specified therefor in Section 2.3(b) of this Agreement.


 




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“Swing
Loan Exposure” means, as of any date of determination with respect to any Lender, such Lender’s Pro Rata Share of the
Swing Loans on such date.


 


“Taxes”
means any taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction
or by any political subdivision or taxing authority thereof or therein, and all interest, penalties or similar liabilities with respect
thereto.


 


“Tax
Lender” has the meaning specified therefor in Section 14.2(a) of this Agreement. “Third Party Payor”
means (i) a commercial medical insurance company, health maintenance organization, professional provider organization or other third
party payor that reimburses providers for medical and health-care items, services or supplies provided to individual patients, (ii) a
nonprofit medical insurance company (such as the Blue Cross, Blue Shield entities), and (iii) a Government Account Debtor making payments
under a Government Reimbursement Program.


 


“Trademark”
has the meaning specified therefor in the Guaranty and Security Agreement.


 


“Trademark
Security Agreement” has the meaning specified therefor in the Guaranty and Security Agreement.


 


“TRICARE”
means, collectively, the program of medical benefits covering former and active members of the uniformed services and certain of their
dependents, financed and administered by the United States Department of Defense, Health and Human Services and Transportation, and all
laws, rules, regulations, manuals, orders, guidelines or requirements (whether or not having the force of law) pertaining to such program,
in each case as the same may be amended, supplemented or otherwise modified from time to time.


 


“UCP”
means, with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits 2007 Revision, International Chamber
of Commerce Publication No. 600 and any version or revision thereof accepted by Issuing Bank for use.


 


“Unbilled
Accounts” means Accounts with respect to which an invoice, statement or other billing document has not been sent to the applicable
Account Debtor.


 


“Unfinanced
Capital Expenditures” means Capital Expenditures (without duplication of any expenditures excluded from the definition thereof)
that are (a) not financed with the proceeds of any incurrence of Indebtedness (other than the incurrence of any Revolving Loans), the
proceeds of any sale or issuance of Equity Interests or equity contributions, the proceeds of any asset sale (other than the sale of
Inventory in the ordinary course of business) or any insurance proceeds, and (b) not reimbursed by a third person (excluding any Loan
Party or any of its Affiliates) in the period such expenditures are made pursuant to a written agreement.


 


“United
States” means the United States of America.


 


“Unused
Line Fee” has the meaning specified therefor in Section 2.10(b) of this Agreement.


 


“Voidable
Transfer” has the meaning specified therefor in Section 17.8 of this Agreement.


 




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“Wells
Fargo” means Wells Fargo Bank, National Association, a national banking association.


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA
Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion
powers are described in the EU Bail-In Legislation Schedule.


 


1.2
Accounting Terms.All accounting terms not specifically defined herein shall be construed in accordance with GAAP; provided,
that if Administrative Borrower notifies Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of
any Accounting Change occurring after the Closing Date or in the application thereof on the operation of such provision (or if Agent
notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless
of whether any such notice is given before or after such Accounting Change or in the application thereof, then Agent and Borrowers agree
that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such Accounting Change
with the intent of having the respective positions of the Lenders and Borrowers after such Accounting Change conform as nearly as possible
to their respective positions immediately before such Accounting Change took effect and, until any such amendments have been agreed upon
and agreed to by the Required Lenders, the provisions in this Agreement shall be calculated as if no such Accounting Change had occurred.
When used herein, the term “financial statements” shall include the notes and schedules thereto. Whenever the term “Parent”
is used in respect of a financial covenant or a related definition, it shall be understood to mean the Loan Parties and their Subsidiaries
on a consolidated basis, unless the context clearly requires otherwise. Notwithstanding anything to the contrary contained herein, (a)
all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without
giving effect to any election under the Statement of Financial Accounting Standards Board’s Accounting Standards Codification Topic
825 (or any similar accounting principle) permitting a Person to value its financial liabilities or Indebtedness at the fair value thereof,
and (b) the term “unqualified opinion” as used herein to refer to opinions or reports provided by accountants shall mean
an opinion or report that is (i) unqualified, and (ii) does not include any explanation, supplemental comment, or other comment concerning
the ability of the applicable Person to continue as a going concern or concerning the scope of the audit.


 


1.3
Code. Any terms used in this Agreement that are defined in the Code shall be construed and defined as set forth in the
Code unless otherwise defined herein; provided, that to the extent that the Code is used to define any term herein and such term
is defined differently in different Articles of the Code, the definition of such term contained in Article 9 of the Code shall govern.


 






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1.4
Construction.Unless the context of this Agreement or any other Loan Document clearly requires otherwise, references
to the plural include the singular, references to the singular include the plural, the terms “includes” and “including”
are not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase
“and/or.” The words “hereof,” “herein,” “hereby,” “hereunder,” and similar
terms in this Agreement or any other Loan Document refer to this Agreement or such other Loan Document, as the case may be, as a whole
and not to any particular provision of this Agreement or such other Loan Document, as the case may be. Section, subsection, clause, schedule,
and exhibit references herein are to this Agreement unless otherwise specified. Any reference in this Agreement or in any other Loan
Document to any agreement, instrument, or document shall include all alterations, amendments, changes, extensions, modifications, renewals,
replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable (subject to any restrictions on such alterations,
amendments, changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements set forth herein). The
words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties. Any reference herein or in any other Loan Document to the satisfaction, repayment, or
payment in full of the Obligations shall mean (a) the payment or repayment in full in immediately available funds of (i) the principal
amount of, and interest accrued and unpaid with respect to, all outstanding Loans, together with the payment of any premium applicable
to the repayment of the Loans, (ii) all Lender Group Expenses that have accrued and are unpaid regardless of whether demand has been
made therefor, and (iii) all fees or charges that have accrued hereunder or under any other Loan Document (including the Letter of Credit
Fee and the Unused Line Fee) and are unpaid, (b) in the case of contingent reimbursement obligations with respect to Letters of Credit,
providing Letter of Credit Collateralization, (c) in the case of obligations with respect to Bank Products (other than Hedge Obligations
and any Bank Product Obligations (other than Hedge Obligations) that, at such time, are allowed by the applicable Bank Product Provider
to remain outstanding without being required to be repaid or cash collateralized), providing Bank Product Collateralization, (d) the
receipt by Agent of cash collateral in order to secure any other contingent Obligations for which a claim or demand for payment has been
made on or prior to such time or in respect of matters or circumstances known to Agent or a Lender at such time that are reasonably expected
to result in any loss, cost, damage, or expense (including attorneys’ fees and legal expenses), such cash collateral to be in such
amount as Agent reasonably determines is appropriate to secure such contingent Obligations, (e) the payment or repayment in full in immediately
available funds of all other outstanding Obligations (including the payment of any termination amount then applicable (or which would
or could become applicable as a result of the repayment of the other Obligations) under Hedge Agreements provided by Hedge Providers)
other than (i) unasserted contingent indemnification Obligations, (ii) any Bank Product Obligations (other than Hedge Obligations) that,
at such time, are allowed by the applicable Bank Product Provider to remain outstanding without being required to be repaid or cash collateralized,
and (iii) any Hedge Obligations that, at such time, are allowed by the applicable Hedge Provider to remain outstanding without being
required to be repaid, and (f) the termination of all of the Revolver Commitments of the Lenders. Any reference herein to any Person
shall be construed to include such Person’s successors and assigns. Any requirement of a writing contained herein or in any other
Loan Document shall be satisfied by the transmission of a Record.





 


1.5
Time References. Unless the context of this Agreement or any other Loan Document clearly requires otherwise, all references
to time of day refer to Eastern standard time or Eastern daylight saving time, as in effect in New York, New York on such day. For purposes
of the computation of a period of time from a specified date to a later specified date, unless otherwise expressly provided, the word
“from” means “from and including” and the words “to” and “until” each means “to
and including”; provided, that with respect to a computation of fees or interest payable to Agent or any Lender, such period
shall in any event consist of at least one full day.


 


1.6 Schedules
and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by
reference.


 






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2.
LOANS AND TERMS OF PAYMENT.


 


2.1
Revolving Loans.


 


(a)
Subject to the terms and conditions of this Agreement, and during the term of this Agreement, each Lender agrees (severally, not jointly
or jointly and severally) to make revolving loans (“Revolving Loans”) to Borrowers in an amount at any one time outstanding
not to exceed the lesser of:


 


(i)
such Lender’s Revolver Commitment, or


 


(ii)
such Lender’s Pro Rata Share of an amount equal to the lesser of:


 


(A)
the amount equal to (1) the Maximum Revolver Amount, less (2) the sum of (y) the Letter of Credit Usage at such time, plus
(z) the principal amount of Swing Loans outstanding at such time, and


 


(B)
the amount equal to (1) the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by Borrowers
to Agent, as adjusted for Reserves established by Agent in accordance with Section 2.1(c)), less (2) the sum of
(x) the Letter of Credit Usage at such time, plus (y) the principal amount of Swing Loans outstanding at such time.


 


(b)
Amounts borrowed pursuant to this Section 2.1 may be repaid and, subject to the terms and conditions of this Agreement, reborrowed
at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued
and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which
they otherwise become due and payable pursuant to the terms of this Agreement.


 


(c)
Anything to the contrary in this Section 2.1 notwithstanding, Agent shall have the right (but not the obligation) at any time,
in the exercise of its Permitted Discretion, to establish and increase or decrease Reserves and against the Borrowing Base or the Maximum
Revolver Amount. The amount of any Reserve established by Agent, and any changes to the eligibility criteria set forth in the definitions
of Eligible Accounts and Eligible Unbilled Accounts shall have a reasonable relationship to the event, condition, other circumstance,
or fact that is the basis for such reserve or change in eligibility and shall not be duplicative of any other reserve established and
currently maintained or eligibility criteria.


 


2.2
[Reserved].


 


2.3
Borrowing Procedures and Settlements.


 


(a)
Procedure for Borrowing Revolving Loans. Each Borrowing shall be made by a written request by an Authorized Person delivered to
Agent (which may be delivered through Agent’s electronic platform or portal) and received by Agent no later than 2:00 p.m. (i)
on the Business Day that is the requested Funding Date in the case of a request for a Swing Loan, (ii) on the Business Day that is one
Business Day prior to the requested Funding Date in the case of a request for a Base Rate Loan, and (iii) on the Business Day that is
three Business Days prior to the requested Funding Date in the case of all other requests, specifying (A) the amount of such Borrowing,
and (B) the requested Funding Date (which shall be a Business Day); provided, that Agent may, in its sole discretion, elect to
accept as timely requests that are received later than 2:00 p.m. on the applicable Business Day. All Borrowing requests which are not
made on-line via Agent’s electronic platform or portal shall be subject to (and unless Agent elects otherwise in the exercise of
its sole discretion, such Borrowings shall not be made until the completion of) Agent’s authentication process (with results satisfactory
to Agent) prior to the funding of any such requested Revolving Loan.


 


(b)
Making of Swing Loans. In the case of a Revolving Loan and so long as any of (i) the aggregate amount of Swing Loans made since
the last Settlement Date, minus all payments or other amounts applied to Swing Loans since the last Settlement Date, plus
the amount of the requested Swing Loan does not exceed $6,000,000, or (ii) Swing Lender, in its sole discretion, agrees to make
a Swing Loan notwithstanding the foregoing limitation, Swing Lender shall make a Revolving Loan (any such Revolving Loan made by Swing
Lender pursuant to this Section 2.3(b) being referred to as a “Swing Loan” and all such Revolving Loans being
referred to as “Swing Loans”) available to Borrowers on the Funding Date applicable thereto by transferring immediately
available funds in the amount of such Borrowing to the Designated Account. Each Swing Loan shall be deemed to be a Revolving Loan hereunder
and shall be subject to all the terms and conditions (including Section 3) applicable to other Revolving Loans, except that all
payments (including interest) on any Swing Loan shall be payable to Swing Lender solely for its own account. Subject to the provisions
of Section 2.3(d)(ii), Swing Lender shall not make and shall not be obligated to make any Swing Loan if Swing Lender has actual
knowledge that (i) one or more of the applicable conditions precedent set forth in Section 3 will not be satisfied on the requested
Funding Date for the applicable Borrowing, or (ii) the requested Borrowing would exceed the Availability on such Funding Date. Swing
Lender shall not otherwise be required to determine whether the applicable conditions precedent set forth in Section 3 have been
satisfied on the Funding Date applicable thereto prior to making any Swing Loan. The Swing Loans shall be secured by Agent’s Liens,
constitute Revolving Loans and Obligations, and bear interest at the rate applicable from time to time to Revolving Loans that are Base
Rate Loans.


 






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(c)
Making of Revolving Loans.


 


(i)
In the event that Swing Lender is not obligated to make a Swing Loan, then after receipt of a request for a Borrowing pursuant to Section
2.3(a)(i), Agent shall notify the Lenders by telecopy, telephone, email, or other electronic form of transmission, of the requested
Borrowing; such notification to be sent on the Business Day that is (A) in the case of a Base Rate Loan, at least one Business Day prior
to the requested Funding Date, or (B) in the case of a LIBOR Rate Loan, prior to 2:00 p.m. at least three Business Days prior to the
requested Funding Date. If Agent has notified the Lenders of a requested Borrowing on the Business Day that is one Business Day prior
to the Funding Date, then each Lender shall make the amount of such Lender’s Pro Rata Share of the requested Borrowing available
to Agent in immediately available funds, to Agent’s Account, not later than 1:00 p.m. on the Business Day that is the requested
Funding Date. After Agent’s receipt of the proceeds of such Revolving Loans from the Lenders, Agent shall make the proceeds thereof
available to Borrowers on the applicable Funding Date by transferring immediately available funds equal to such proceeds received by
Agent to the Designated Account; provided, that subject to the provisions of Section 2.3(d)(ii), no Lender shall have an
obligation to make any Revolving Loan, if (1) one or more of the applicable conditions precedent set forth in Section 3 will not
be satisfied on the requested Funding Date for the applicable Borrowing unless such condition has been waived, or (2) the requested Borrowing
would exceed the Availability on such Funding Date.


 


(ii)
Unless Agent receives notice from a Lender prior to 12:30 p.m. on the Business Day that is the requested Funding Date relative to a requested
Borrowing as to which Agent has notified the Lenders of a requested Borrowing that such Lender will not make available as and when required
hereunder to Agent for the account of Borrowers the amount of that Lender’s Pro Rata Share of the Borrowing, Agent may assume that
each Lender has made or will make such amount available to Agent in immediately available funds on the Funding Date and Agent may (but
shall not be so required), in reliance upon such assumption, make available to Borrowers a corresponding amount. If, on the requested
Funding Date, any Lender shall not have remitted the full amount that it is required to make available to Agent in immediately available
funds and if Agent has made available to Borrowers such amount on the requested Funding Date, then such Lender shall make the amount
of such Lender’s Pro Rata Share of the requested Borrowing available to Agent in immediately available funds, to Agent’s
Account, no later than 1:00 p.m. on the Business Day that is the first Business Day after the requested Funding Date (in which case,
the interest accrued on such Lender’s portion of such Borrowing for the Funding Date shall be for Agent’s separate account).
If any Lender shall not remit the full amount that it is required to make available to Agent in immediately available funds as and when
required hereby and if Agent has made available to Borrowers such amount, then that Lender shall be obligated to immediately remit such
amount to Agent, together with interest at the Defaulting Lender Rate for each day until the date on which such amount is so remitted.
A notice submitted by Agent to any Lender with respect to amounts owing under this Section 2.3(c)(ii) shall be conclusive, absent
manifest error. If the amount that a Lender is required to remit is made available to Agent, then such payment to Agent shall constitute
such Lender’s Revolving Loan for all purposes of this Agreement. If such amount is not made available to Agent on the Business
Day following the Funding Date, Agent will notify Administrative Borrower of such failure to fund and, upon demand by Agent, Borrowers
shall pay such amount to Agent for Agent’s account, together with interest thereon for each day elapsed since the date of such
Borrowing, at a rate per annum equal to the interest rate applicable at the time to the Revolving Loans composing such Borrowing.


 






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(d)
Protective Advances and Optional Overadvances.


 


(i)
Any contrary provision of this Agreement or any other Loan Document notwithstanding (but subject to Section 2.3(d)(iv)), at any
time (A) after the occurrence and during the continuance of a Default or an Event of Default, or (B) that any of the other applicable
conditions precedent set forth in Section 3 are not satisfied, Agent hereby is authorized by Borrowers and the Lenders, from time
to time, in Agent’s sole discretion, to make Revolving Loans to, or for the benefit of, Borrowers, on behalf of the Lenders, that
Agent, in its Permitted Discretion, deems necessary or desirable (1) to preserve or protect the Collateral, or any portion thereof, or
(2) to enhance the likelihood of repayment of the Obligations (other than the Bank Product Obligations) (the Revolving Loans described
in this Section 2.3(d)(i) shall be referred to as “Protective Advances”).


 


(ii)
Any contrary provision of this Agreement or any other Loan Document notwithstanding, the Lenders hereby authorize Agent or Swing Lender,
as applicable, and either Agent or Swing Lender, as applicable, may, but is not obligated to, knowingly and intentionally, continue to
make Revolving Loans (including Swing Loans) to Borrowers notwithstanding that an Overadvance exists or would be created thereby, so
long as (A) after giving effect to such Revolving Loans, the outstanding Revolver Usage does not exceed the Borrowing Base by more than
10% of the Borrowing Base, and (B) subject to Section 2.3(d)(iv) below, after giving effect to such Revolving Loans, the outstanding
Revolver Usage (except for and excluding amounts charged to the Loan Account for interest, fees, or Lender Group Expenses) does not exceed
the Maximum Revolver Amount. In the event Agent obtains actual knowledge that the Revolver Usage exceeds the amounts permitted by this
Section 2.3(d), regardless of the amount of, or reason for, such excess, Agent shall notify the Lenders as soon as practicable
(and prior to making any (or any additional) intentional Overadvances (except for and excluding amounts charged to the Loan Account for
interest, fees, or Lender Group Expenses) unless Agent determines that prior notice would result in imminent harm to the Collateral or
its value, in which case Agent may make such Overadvances and provide notice as promptly as practicable thereafter), and the Lenders
with Revolver Commitments thereupon shall, together with Agent, jointly determine the terms of arrangements that shall be implemented
with Borrowers intended to reduce, within a reasonable time, the outstanding principal amount of the Revolving Loans to Borrowers to
an amount permitted by the preceding sentence. In such circumstances, if any Lender with a Revolver Commitment objects to the proposed
terms of reduction or repayment of any Overadvance, the terms of reduction or repayment thereof shall be implemented according to the
determination of the Required Lenders.


 


(iii) Each Protective Advance and each Overadvance (each, an
“Extraordinary Advance”) shall be deemed to be a Revolving Loan hereunder, except that no Extraordinary Advance shall
be eligible to be a LIBOR Rate Loan. Prior to Settlement of any Extraordinary Advance, all payments with respect thereto, including interest
thereon, shall be payable to Agent solely for its own account. Each Lender shall be obligated to settle with Agent as provided in Section
2.3(e) (or Section 2.3(g), as applicable) for the amount of such Lender’s Pro Rata Share of any Extraordinary Advance.
The Extraordinary Advances shall be repayable on demand, secured by Agent’s Liens, constitute Obligations hereunder, and bear interest
at the rate applicable from time to time to Revolving Loans that are Base Rate Loans. The provisions of this Section 2.3(d) are
for the exclusive benefit of Agent, Swing Lender, and the Lenders and are not intended to benefit Borrowers (or any other Loan Party)
in any way.


 






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(iv)
Notwithstanding anything contained in this Agreement or any other Loan Document to the contrary, no Extraordinary Advance may be made
by Agent if such Extraordinary Advance would cause the aggregate Revolver Usage to exceed the Maximum Revolver Amount or any Lender’s
Pro Rata Share of the Revolver Usage to exceed such Lender’s Revolver Commitments; provided that Agent may make Extraordinary
Advances in excess of the foregoing limitations so long as such Extraordinary Advances that cause the aggregate Revolver Usage to exceed
the Maximum Revolver Amount or a Lender’s Pro Rata Share of the Revolver Usage to exceed such Lender’s Revolver Commitments
are for Agent’s sole and separate account and not for the account of any Lender. No Lender shall have an obligation to settle with
Agent for such Extraordinary Advances that cause the aggregate Revolver Usage to exceed the Maximum Revolver Amount or a Lender’s
Pro Rata Share of the Revolver Usage to exceed such Lender’s Revolver Commitments as provided in Section 2.3(e) (or Section
2.3(g), as applicable).


 


(e)
Settlement. It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to equal, at
all times, such Lender’s Pro Rata Share of the outstanding Revolving Loans. Such agreement notwithstanding, Agent, Swing Lender,
and the other Lenders agree (which agreement shall not be for the benefit of Borrowers) that in order to facilitate the administration
of this Agreement and the other Loan Documents, settlement among the Lenders as to the Revolving Loans (including Swing Loans and Extraordinary
Advances) shall take place on a periodic basis in accordance with the following provisions:


 


(i)
Agent shall request settlement (“Settlement”) with the Lenders on a weekly basis, or on a more frequent basis if so
determined by Agent in its sole discretion (1) on behalf of Swing Lender, with respect to the outstanding Swing Loans, (2) for itself,
with respect to the outstanding Extraordinary Advances, and (3) with respect to any Loan Party’s or any of their Subsidiaries’
payments or other amounts received, as to each by notifying the Lenders by telecopy, telephone, or other similar form of transmission,
of such requested Settlement, no later than 5:00 p.m. on the Business Day immediately prior to the date of such requested Settlement
(the date of such requested Settlement being the “Settlement Date”). Such notice of a Settlement Date shall include
a summary statement of the amount of outstanding Revolving Loans (including Swing Loans and Extraordinary Advances) for the period since
the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount
of the Revolving Loans (including Swing Loans and Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such
Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, then
Agent shall, by no later than 3:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such
Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement
Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances), and (z) if the amount of the Revolving
Loans (including Swing Loans and Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving
Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, such Lender shall no later than 3:00 p.m. on the Settlement
Date transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such
amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances).
Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the
applicable Swing Loans or Extraordinary Advances and, together with the portion of such Swing Loans or Extraordinary Advances representing
Swing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available
to Agent by any Lender on the Settlement Date applicable thereto to the extent required by the terms hereof, Agent shall be entitled
to recover for its account such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate.


 






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(ii)
In determining whether a Lender’s balance of the Revolving Loans, (including Swing Loans and Extraordinary Advances) is less than,
equal to, or greater than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances)
as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received
in good funds by Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds
of Collateral.


 


(iii)
Between Settlement Dates, Agent, to the extent Extraordinary Advances or Swing Loans are outstanding, may pay over to Agent or Swing
Lender, as applicable, any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be
applied to the reduction of the Revolving Loans, for application to the Extraordinary Advances or Swing Loans. Between Settlement Dates,
Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts
received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for
application to Swing Lender’s Pro Rata Share of the Revolving Loans. If, as of any Settlement Date, payments or other amounts of
the Loan Parties or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s
Pro Rata Share of the Revolving Loans other than to Swing Loans, as provided for in the previous sentence, Swing Lender shall pay to
Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the
provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such
Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period
between Settlement Dates, Swing Lender with respect to Swing Loans, Agent with respect to Extraordinary Advances, and each Lender with
respect to the Revolving Loans other than Swing Loans and Extraordinary Advances, shall be entitled to interest at the applicable rate
or rates payable under this Agreement on the daily amount of funds employed by Swing Lender, Agent, or the Lenders, as applicable.


 


(iv)
Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall
be entitled to refrain from remitting settlement amounts to the Defaulting Lender and, instead, shall be entitled to elect to implement
the provisions set forth in Section 2.3(g).


 


(f)
Notation.Agent, as a non-fiduciary agent for Borrowers, shall maintain a register showing the principal amount of the Revolving
Loans, owing to each Lender, including the Swing Loans owing to Swing Lender, and Extraordinary Advances owing to Agent, and the interests
therein of each Lender, from time to time and such register shall, absent manifest error, conclusively be presumed to be correct and
accurate.


 






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(g)
Defaulting Lenders.


 


(i)
Notwithstanding the provisions of Section 2.4(b)(iii), Agent shall not be obligated to transfer to a Defaulting Lender any payments
made by Borrowers to Agent for the Defaulting Lender’s benefit or any proceeds of Collateral that would otherwise be remitted hereunder
to the Defaulting Lender, and, in the absence of such transfer to the Defaulting Lender, Agent shall transfer any such payments (A) first,
to Agent to the extent of any Extraordinary Advances that were made by Agent and that were required to be, but were not, paid by Defaulting
Lender, (B) second, to Swing Lender to the extent of any Swing Loans that were made by Swing Lender and that were required to be, but
were not, paid by the Defaulting Lender, (C) third, to Issuing Bank, to the extent of the portion of a Letter of Credit Disbursement
that was required to be, but was not, paid by the Defaulting Lender, (D) fourth, to each Non-Defaulting Lender ratably in accordance
with their Revolver Commitments (but, in each case, only to the extent that such Defaulting Lender’s portion of a Revolving Loan
(or other funding obligation) was funded by such other Non-Defaulting Lender), (E) fifth, in Agent’s sole discretion, to a suspense
account maintained by Agent, the proceeds of which shall be retained by Agent and may be made available to be re-advanced to or for the
benefit of Borrowers (upon the request of Borrowers and subject to the conditions set forth in Section 3.2) as if such Defaulting
Lender had made its portion of Revolving Loans (or other funding obligations) hereunder, and (F) sixth, from and after the date on which
all other Obligations have been paid in full, to such Defaulting Lender in accordance with tier (L) of Section 2.4(b)(iii). Subject
to the foregoing, Agent may hold and, in its discretion, re-lend to Borrowers for the account of such Defaulting Lender the amount of
all such payments received and retained by Agent for the account of such Defaulting Lender. Solely for the purposes of voting or consenting
to matters with respect to the Loan Documents (including the calculation of Pro Rata Share in connection therewith) and for the purpose
of calculating the fee payable under Section 2.10(b), such Defaulting Lender shall be deemed not to be a “Lender”
and such Lender’s Revolver Commitment shall be deemed to be zero; provided, that the foregoing shall not apply to any of
the matters governed by Section 14.1(a)(i) through (iii). The provisions of this Section 2.3(g) shall remain effective
with respect to such Defaulting Lender until the earlier of (y) the date on which all of the Non-Defaulting Lenders, Agent, Issuing Bank,
and Borrowers shall have waived, in writing, the application of this Section 2.3(g) to such Defaulting Lender, or (z) the date
on which such Defaulting Lender makes payment of all amounts that it was obligated to fund hereunder, pays to Agent all amounts owing
by Defaulting Lender in respect of the amounts that it was obligated to fund hereunder, and, if requested by Agent, provides adequate
assurance of its ability to perform its future obligations hereunder (on which earlier date, so long as no Event of Default has occurred
and is continuing, any remaining cash collateral held by Agent pursuant to Section 2.3(g)(ii) shall be released to Borrowers).
The operation of this Section 2.3(g) shall not be construed to increase or otherwise affect the Revolver Commitment of any Lender,
to relieve or excuse the performance by such Defaulting Lender or any other Lender of its duties and obligations hereunder, or to relieve
or excuse the performance by any Borrower of its duties and obligations hereunder to Agent, Issuing Bank, or to the Lenders other than
such Defaulting Lender. Any failure by a Defaulting Lender to fund amounts that it was obligated to fund hereunder shall constitute a
material breach by such Defaulting Lender of this Agreement and shall entitle Borrowers, at their option, upon written notice to Agent,
to arrange for a substitute Lender to assume the Revolver Commitment of such Defaulting Lender, such substitute Lender to be reasonably
acceptable to Agent. In connection with the arrangement of such a substitute Lender, the Defaulting Lender shall have no right to refuse
to be replaced hereunder, and agrees to execute and deliver a completed form of Assignment and Acceptance in favor of the substitute
Lender (and agrees that it shall be deemed to have executed and delivered such document if it fails to do so) subject only to being paid
its share of the outstanding Obligations (other than Bank Product Obligations, but including (1) all interest, fees, and other amounts
that may be due and payable in respect thereof, and (2) an assumption of its Pro Rata Share of its participation in the Letters of Credit);
provided, that any such assumption of the Revolver Commitment of such Defaulting Lender shall not be deemed to constitute a waiver
of any of the Lender Groups’ or Borrowers’ rights or remedies against any such Defaulting Lender arising out of or in relation
to such failure to fund. In the event of a direct conflict between the priority provisions of this Section 2.3(g) and any other
provision contained in this Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read
together and construed, to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable
conflict that cannot be resolved as aforesaid, the terms and provisions of this Section 2.3(g) shall control and govern.


 




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(ii)
If any Swing Loan or Letter of Credit is outstanding at the time that a Lender becomes a Defaulting Lender then:


 


(A)
such Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure shall be reallocated among the Non-Defaulting Lenders
in accordance with their respective Pro Rata Shares but only to the extent (x) the sum of all Non-Defaulting Lenders’ Pro Rata
Share of Revolver Usage plus such Defaulting Lender’s Swing Loan Exposure and Letter of Credit Exposure does not exceed the total
of all Non-Defaulting Lenders’ Revolver Commitments and (y) the conditions set forth in Section 3.2 are satisfied at such time;


 


(B)
if the reallocation described in clause (A) above cannot, or can only partially, be effected, Borrowers shall within one Business Day
following notice by the Agent (x) first, prepay such Defaulting Lender’s Swing Loan Exposure (after giving effect to any partial
reallocation pursuant to clause (A) above), and (y) second, cash collateralize such Defaulting Lender’s Letter of Credit Exposure
(after giving effect to any partial reallocation pursuant to clause (A) above), pursuant to a cash collateral agreement to be entered
into in form and substance reasonably satisfactory to the Agent, for so long as such Letter of Credit Exposure is outstanding; provided,
that Borrowers shall not be obligated to cash collateralize any Defaulting Lender’s Letter of Credit Exposure if such Defaulting
Lender is also Issuing Bank;


 


(C)
if Borrowers cash collateralize any portion of such Defaulting Lender’s Letter of Credit Exposure pursuant to this Section 2.3(g)(ii),
Borrowers shall not be required to pay any Letter of Credit Fees to Agent for the account of such Defaulting Lender pursuant to Section
2.6(b) with respect to such cash collateralized portion of such Defaulting Lender’s Letter of Credit Exposure during the period
such Letter of Credit Exposure is cash collateralized;


 


(D) to the extent the Letter of Credit Exposure of the
Non-Defaulting Lenders is reallocated pursuant to this Section 2.3(g)(ii), then the Letter of Credit Fees payable to the Non-Defaulting
Lenders pursuant to Section 2.6(b) shall be adjusted in accordance with such Non-Defaulting Lenders’ Letter of Credit Exposure;


 


(E)
to the extent any Defaulting Lender’s Letter of Credit Exposure is neither cash collateralized nor reallocated pursuant to this
Section 2.3(g)(ii), then, without prejudice to any rights or remedies of Issuing Bank or any Lender hereunder, all Letter of Credit
Fees that would have otherwise been payable to such Defaulting Lender under Section 2.6(b) with respect to such portion of such
Letter of Credit Exposure shall instead be payable to Issuing Bank until such portion of such Defaulting Lender’s Letter of Credit
Exposure is cash collateralized or reallocated;


 


(F)
so long as any Lender is a Defaulting Lender, the Swing Lender shall not be required to make any Swing Loan and Issuing Bank shall not
be required to issue, amend, or increase any Letter of Credit, in each case, to the extent (x) the Defaulting Lender’s Pro Rata
Share of such Swing Loans or Letter of Credit cannot be reallocated pursuant to this Section 2.3(g)(ii), or (y) the Swing Lender
or Issuing Bank, as applicable, has not otherwise entered into arrangements reasonably satisfactory to the Swing Lender or Issuing Bank,
as applicable, and Borrowers to eliminate the Swing Lender’s or Issuing Bank’s risk with respect to the Defaulting Lender’s
participation in Swing Loans or Letters of Credit; and


 


(G)
Agent may release any cash collateral provided by Borrowers pursuant to this Section 2.3(g)(ii) to Issuing Bank and Issuing Bank
may apply any such cash collateral to the payment of such Defaulting Lender’s Pro Rata Share of any Letter of Credit Disbursement
that is not reimbursed by Borrowers pursuant to Section 2.11(d). Subject to Section 17.14, no reallocation hereunder shall
constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become
a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure
following such reallocation.


 




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(h)
Independent Obligations. All Revolving Loans (other than Swing Loans and Extraordinary Advances) shall be made by the Lenders
contemporaneously and in accordance with their Pro Rata Shares. It is understood that (i) no Lender shall be responsible for any failure
by any other Lender to perform its obligation to make any Revolving Loan (or other extension of credit) hereunder, nor shall any Revolver
Commitment of any Lender be increased or decreased as a result of any failure by any other Lender to perform its obligations hereunder,
and (ii) no failure by any Lender to perform its obligations hereunder shall excuse any other Lender from its obligations hereunder.


 


2.4
Payments; Reductions of Revolver Commitments; Prepayments.


 


(a)
Payments by Borrowers.


 


(i)
Except as otherwise expressly provided herein, all payments by Borrowers shall be made to Agent’s Account for the account of the
Lender Group and shall be made in immediately available funds, no later than 4:30 p.m. on the date specified herein. Any payment received
by Agent later than 4:30 p.m. shall be deemed to have been received (unless Agent, in its sole discretion, elects to credit it on the
date received) on the following Business Day and any applicable interest or fee shall continue to accrue until such following Business
Day.


 


(ii)
Unless Agent receives notice from Borrowers prior to the date on which any payment is due to the Lenders that Borrowers will not make
such payment in full as and when required, Agent may assume that Borrowers have made (or will make) such payment in full to Agent on
such date in immediately available funds and Agent may (but shall not be so required), in reliance upon such assumption, distribute to
each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent Borrowers do not make such payment
in full to Agent on the date when due, each Lender severally shall repay to Agent on demand such amount distributed to such Lender, together
with interest thereon at the Defaulting Lender Rate for each day from the date such amount is distributed to such Lender until the date
repaid.


 


(b)
Apportionment and Application.


 


(i)
So long as no Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders,
all principal and interest payments received by Agent shall be apportioned ratably among the Lenders (according to the unpaid principal
balance of the Obligations to which such payments relate held by each Lender) and all payments of fees and expenses received by Agent
(other than fees or expenses that are for Agent’s separate account or for the separate account of Issuing Bank) shall be apportioned
ratably among the Lenders having a Pro Rata Share of the type of Revolver Commitment or Obligation to which a particular fee or expense
relates.


 


(ii)
Subject to Section 2.4(b)(v), Section 2.4(d)(ii), and Section 2.4(e), all payments to be made hereunder by Borrowers
shall be remitted to Agent and all such payments, and all proceeds of Collateral received by Agent, shall be applied, so long as no Application
Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting Lenders, to reduce the balance
of the Revolving Loans outstanding and, thereafter, to Borrowers (to be wired to the Designated Account) or such other Person entitled
thereto under applicable law.


 




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(iii)
At any time that an Application Event has occurred and is continuing and except as otherwise provided herein with respect to Defaulting
Lenders, all payments remitted to Agent and all proceeds of Collateral received by Agent shall be applied as follows:


 


(A)
first, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to Agent under the
Loan Documents and to pay interest and principal on Extraordinary Advances that are held solely by Agent pursuant to the terms of Section
2.4(d)(iv), until paid in full,


 


(B)(B)
second, to pay any fees or premiums then due to Agent under the Loan Documents, until paid in full,


 


(C) third, to pay interest due in respect
of all Protective Advances, until paid in full,


 


(D) fourth, to pay the principal of all Protective
Advances, until paid in full,


 


(E)
fifth, ratably, to pay any Lender Group Expenses (including cost or expense reimbursements) or indemnities then due to any of
the Lenders under the Loan Documents, until paid in full,


 


(F)
sixth, ratably, to pay any fees or premiums then due to any of the Lenders under the Loan Documents, until paid in full,





 





(G)
seventh, to pay interest accrued in respect of the Swing Loans, until paid in full,


 


(H)
eighth, to pay the principal of all Swing Loans, until paid in full,


 


(I) ninth, to pay interest accrued in respect of the
Revolving Loans (other than Protective Advances), until paid in full,


 


(J)
tenth, ratably


 


i.
to pay the principal of all Revolving Loans, until paid in full,


 


ii.
to Agent, to be held by Agent, for the benefit of Issuing Bank (and for the ratable benefit of each of the Lenders that have an obligation
to pay to Agent, for the account of Issuing Bank, a share of each Letter of Credit Disbursement), as cash collateral in an amount up
to 105% of the Letter of Credit Usage (to the extent permitted by applicable law, such cash collateral shall be applied to the reimbursement
of any Letter of Credit Disbursement as and when such disbursement occurs and, if a Letter of Credit expires undrawn, the cash collateral
held by Agent in respect of such Letter of Credit shall, to the extent permitted by applicable law, be reapplied pursuant to this Section
2.4(b)(iii), beginning with tier (A) hereof),


 


iii.
to (y) the Bank Product Providers based upon amounts then certified by each applicable Bank Product Provider to Agent (in form and substance
satisfactory to Agent) to be due and payable to such Bank Product Provider on account of Bank Product Obligations, and (z) with any balance
to be paid to Agent, to be held by Agent, for the ratable benefit of the Bank Product Providers, as cash collateral (which cash collateral
may be released by Agent to the applicable Bank Product Provider and applied by such Bank Product Provider to the payment or reimbursement
of any amounts due and payable with respect to Bank Product Obligations owed to the applicable Bank Product Provider as and when such
amounts first become due and payable and, if and at such time as all such Bank Product Obligations are paid or otherwise satisfied in
full, the cash collateral held by Agent in respect of such Bank Product Obligations shall be reapplied pursuant to this Section 2.4(b)(iii),
beginning with tier (A) hereof,


 






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(K)
eleventh, to pay any other Obligations other than Obligations owed to Defaulting Lenders,





 





(L)
twelfth, ratably to pay any Obligations owed to Defaulting Lenders; and


 


(M)
thirteenth, to Borrowers (to be wired to the Designated Account) or as otherwise required by the
Intercreditor Agreement or to such other Person entitled thereto under applicable law.


 


(iv)
Agent promptly shall distribute to each Lender, pursuant to the applicable wire instructions received from each Lender in writing, such
funds as it may be entitled to receive, subject to a Settlement delay as provided in Section 2.3(e).


 


(v)
In each instance, so long as no Application Event has occurred and is continuing, Section 2.4(b)(ii) shall not apply to any payment
made by Borrowers to Agent and specified by Borrowers to be for the payment of specific Obligations then due and payable (or prepayable)
under any provision of this Agreement or any other Loan Document.


 


(vi)
For purposes of Section 2.4(b)(iii), “paid in full” of a type of Obligation means payment in cash or immediately available
funds of all amounts owing on account of such type of Obligation, including interest accrued after the commencement of any Insolvency
Proceeding, default interest, interest on interest, and expense reimbursements, irrespective of whether any of the foregoing would be
or is allowed or disallowed in whole or in part in any Insolvency Proceeding.


 


(vii)
In the event of a direct conflict between the priority provisions of this Section 2.4 and any other provision contained in this
Agreement or any other Loan Document, it is the intention of the parties hereto that such provisions be read together and construed,
to the fullest extent possible, to be in concert with each other. In the event of any actual, irreconcilable conflict that cannot be
resolved as aforesaid, if the conflict relates to the provisions of Section 2.3(g) and this Section 2.4, then the provisions
of Section 2.3(g) shall control and govern, and if otherwise, then the terms and provisions of this Section 2.4 shall control
and govern.


 


(c)
Reduction of Revolver Commitments.The Revolver Commitments shall terminate on the Maturity Date or earlier termination thereof
pursuant to the terms of this Agreement. Borrowers may reduce the Revolver Commitments to an amount not less than the sum of (A) the
Revolver Usage as of such date, plus (B) the principal amount of all Revolving Loans not yet made as to which a request
has been given by Borrowers under Section 2.3(a), plus (C) the amount of all Letters of Credit not yet issued as
to which a request has been given by Borrowers pursuant to Section 2.11(a). Each such reduction shall be in an amount which is
not less than $2,000,000 (unless the Revolver Commitments are being reduced to zero and the amount of the Revolver Commitments in effect
immediately prior to such reduction are less than $2,000,000), shall be made by providing not less than ten Business Days prior written
notice to Agent, and shall be irrevocable. The Revolver Commitments, once reduced, may not be increased. Each such reduction of the Revolver
Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its ratable share thereof. In connection
with any reduction in the Revolver Commitments prior to the Maturity Date, if any Loan Party or any of its Subsidiaries owns any Margin
Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed
and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, in order to enable Agent and
the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.


 






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(d)
Optional Prepayments. Borrowers may prepay the principal of any Revolving Loan at any time in whole or in part.


 


(e)
Mandatory Prepayments. If, at any time, (A) the Revolver Usage on such date exceeds (B) (x) the Borrowing Base reflected in the
Borrowing Base Certificate most recently delivered by Borrowers to Agent, as adjusted for Reserves established by Agent in accordance
with Section 2.1(c), or (y) the Maximum Revolver Amount, then Borrowers shall promptly, but in any event within three Business
Days, prepay the Obligations in accordance with Section 2.4(f) in an aggregate amount equal to the amount of such excess.


 


(f)
Application of Payments. Each prepayment pursuant to Section 2.4(e) shall, (i) so long as no Application Event shall have
occurred and be continuing, be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full,
and second, to cash collateralize the Letters of Credit in an amount equal to 105% of the then outstanding Letter of Credit Usage,
and (ii) if an Application Event shall have occurred and be continuing, be applied in the manner set forth in Section 2.4(b)(iii).


 


2.5
Promise to Pay; Promissory Notes.


 


(a)
Borrowers agree to pay the Lender Group Expenses on the earlier of (i) the first day of the month following the date on which the applicable
Lender Group Expenses were first incurred, or (ii) the date on which demand therefor is made by Agent (it being acknowledged and agreed
that any charging of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of Section 2.6(d)
shall be deemed to constitute a demand for payment thereof for the purposes of this subclause (ii)). Borrowers promise to pay all
of the Obligations (including principal, interest, premiums, if any, fees, costs, and expenses (including Lender Group Expenses)) in
full on the Maturity Date or, if earlier, on the date on which the Obligations (other than the Bank Product Obligations) become due and
payable pursuant to the terms of this Agreement. Borrowers agree that their obligations contained in the first sentence of this Section
2.5(a) shall survive payment or satisfaction in full of all other Obligations.


 


(b)
Any Lender may request that any portion of its Revolver Commitments or the Loans made by it be evidenced by one or more promissory notes.
In such event, Borrowers shall execute and deliver to such Lender the requested promissory notes payable to the order of such Lender
in a form furnished by Agent and reasonably satisfactory to Borrowers. Thereafter, the portion of the Revolver Commitments and Loans
evidenced by such promissory notes and interest thereon shall at all times be represented by one or more promissory notes in such form
payable to the order of the payee named therein.


 






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2.6
Interest Rates and Letter of Credit Fee: Rates, Payments, and Calculations.


 


(a)
Interest Rates. Except as provided in Section 2.6(c), all Obligations (except for undrawn Letters of Credit and Bank Product
Obligations) that have been charged to the Loan Account pursuant to the terms hereof shall bear interest as follows:


 


(i)
if the relevant Obligation is a LIBOR Rate Loan, at a per annum rate equal to the LIBOR Rate plus the LIBOR Rate
Margin, and


 





(ii)
otherwise, at a per annum rate equal to the Base Rate plus the Base Rate Margin.


 


(b)
Letter of Credit Fee. Borrowers shall pay Agent (for the ratable benefit of the Lenders), a Letter of Credit fee (the “Letter
of Credit Fee”) (which fee shall be in addition to the fronting fees and commissions, other fees, charges and expenses set
forth in Section 2.11(k)) that shall accrue at a per annum rate equal to the LIBOR Rate Margin times the times the
average amount of the Letter of Credit Usage during the immediately preceding quarter (or if an Event of Default has occurred, month).


 


(c)
Default Rate.(i) Automatically upon the occurrence and during the continuation of an Event of Default under Section 8.4
or 8.5 and (ii) upon the occurrence and during the continuation of any other Event of Default (other than an Event of Default
under Section 8.4 or 8.5), at the direction of Agent or the Required Lenders, and upon written notice by Agent to Borrowers
of such direction (provided, that such notice shall not be required for any Event of Default under Section 8.1),


 


(A)
all Loans and all Obligations (except for undrawn Letters of Credit and Bank Product Obligations) that have been charged to the Loan
Account pursuant to the terms hereof shall bear interest at a per annum rate equal to two percentage points above the per annum
rate otherwise applicable thereunder, and


 


(B) the Letter of Credit Fee shall be increased to two percentage points above the per annum
rate otherwise applicable hereunder.  , in the case
of each of clauses (A) and (B), applicable retroactively to the date that such Event of Default occurred and lasting until such Event
of Default is cured or waived in accordance with the terms of this Agreement. Interest
accrued pursuant to this Section 2.6(c) shall be payable in cash on the earlier of
(i) the next interest payment date and (ii) the date on which Agent makes demand therefor.


 






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(d)
Payment. Except to the extent provided to the contrary in Section 2.10, Section 2.11(k) or Section
2.12(a), (i) all interest and all other fees payable hereunder or under any of the other Loan Documents (other than Letter of Credit
Fees) shall be due and payable, in arrears, on the first day of each quarter; provided, that if an Event of Default has occurred
and is continuing, such amounts shall be due and payable, in arrears, on the first day of each month, (ii) all Letter of Credit Fees
payable hereunder, and all fronting fees and all commissions, other fees, charges and expenses provided for in Section 2.11(k)
shall be due and payable, in arrears, on the first Business Day of each quarter; provided, that if an Event of Default has occurred
and is continuing, such Letter of Credit Fees shall be due and payable, in arrears, on the first Business Day of each month, and (iii)
all costs and expenses payable hereunder or under any of the other Loan Documents, and all other Lender Group Expenses shall be due and
payable on the earlier of (x) the first day of the month following the date on which the applicable costs, expenses, or Lender Group
Expenses were first incurred, or (y) the date on which demand therefor is made by Agent (it being acknowledged and agreed that any charging
of such costs, expenses or Lender Group Expenses to the Loan Account pursuant to the provisions of the following sentence shall be deemed
to constitute a demand for payment thereof for the purposes of this subclause (y)). Borrowers hereby authorize Agent, from time to time
without prior notice to Borrowers, to charge to the Loan Account (A) on the first day of each quarter (or, if an Event of Default has
occurred and is continuing, on the first day of each month), all interest accrued during the prior quarter (or if an Event of Default
has occurred and is continuing, month) on the Revolving Loans hereunder, (B) on the first Business Day of each quarter (or, if an Event
of Default has occurred and is continuing, on the first Business Day of each month), all Letter of Credit Fees accrued or chargeable
hereunder during the prior quarter (or, if an Event of Default has occurred and is continuing, during the prior month), (C) as and when
incurred or accrued, all fees and costs provided for in Section 2.10(a) or (c), (D) on the first day of each quarter (or,
if an Event of Default has occurred and is continuing, during the prior month), the Unused Line Fee accrued during the prior quarter
(or if an Event of Default has occurred and is continuing, month) pursuant to Section 2.10(b), (E) as and when due and payable,
all other fees payable hereunder or under any of the other Loan Documents, (F) as and when incurred or accrued, all other Lender Group
Expenses, and (G) as and when due and payable all other payment obligations payable under any Loan Document or any Bank Product Agreement
(including any amounts due and payable to the Bank Product Providers in respect of Bank Products). All amounts (including interest, fees,
costs, expenses, Lender Group Expenses, or other amounts payable hereunder or under any other Loan Document or under any Bank Product
Agreement) charged to the Loan Account shall thereupon constitute Revolving Loans hereunder, shall constitute Obligations hereunder,
and shall initially accrue interest at the rate then applicable to Revolving Loans that are Base Rate Loans (unless and until converted
into LIBOR Rate Loans in accordance with the terms of this Agreement).


 


(e)
Computation. All interest and fees chargeable under the Loan Documents shall be computed on the basis of a 360 day year, in each
case, for the actual number of days elapsed in the period during which the interest or fees accrue, other than for Base Rate Loans which
shall be calculated on the basis of 365 or 366 day year, as applicable, and actual days elapsed. In the event the Base Rate is changed
from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately shall be increased
or decreased by an amount equal to such change in the Base Rate.


 


(f)
Intent to Limit Charges to Maximum Lawful Rate. In no event shall the interest rate or rates payable under this Agreement, plus
any other amounts paid in connection herewith, exceed the highest rate permissible under any law that a court of competent jurisdiction
shall, in a final determination, deem applicable. Borrowers and the Lender Group, in executing and delivering this Agreement, intend
legally to agree upon the rate or rates of interest and manner of payment stated within it; provided, that anything contained
herein to the contrary notwithstanding, if such rate or rates of interest or manner of payment exceeds the maximum allowable under applicable
law, then, ipso facto, as of the date of this Agreement, Borrowers are and shall be liable only for the payment of such maximum
amount as is allowed by law, and payment received from Borrowers in excess of such legal maximum, whenever received, shall be applied
to reduce the principal balance of the Obligations to the extent of such excess.


 


2.7
Crediting Payments. The receipt of any payment item by Agent shall not be required to be considered a payment on account
unless such payment item is a wire transfer of immediately available funds made to Agent’s Account or unless and until such payment
item is honored when presented for payment. Should any payment item not be honored when presented for payment, then Borrowers shall be
deemed not to have made such payment. Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received
by Agent only if it is received into Agent’s Account on a Business Day on or before 4:30 p.m. If any payment item is received into
Agent’s Account on a non-Business Day or after 4:30 p.m. on a Business Day (unless Agent, in its sole discretion, elects to credit
it on the date received), it shall be deemed to have been received by Agent as of the opening of business on the immediately following
Business Day.


 






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2.8
Designated Account. Agent is authorized to make the Revolving Loans, and Issuing Bank is authorized to issue the Letters
of Credit, under this Agreement based upon telephonic or other instructions received from anyone purporting to be an Authorized Person
or, without instructions, if pursuant to Section 2.6(d). Borrowers agree to establish and maintain the Designated Account with
the Designated Account Bank for the purpose of receiving the proceeds of the Revolving Loans requested by Borrowers and made by Agent
or the Lenders hereunder. Unless otherwise agreed by Agent and Borrowers, any Revolving Loan or Swing Loan requested by Borrowers and
made by Agent or the Lenders hereunder shall be made to the Designated Account.


 


2.9
Maintenance of Loan Account; Statements of Obligations. Agent shall maintain an account on its books in the name of Borrowers
(the “Loan Account”) on which Borrowers will be charged with all Revolving Loans (including Extraordinary Advances
and Swing Loans) made by Agent, Swing Lender, or the Lenders to Borrowers or for Borrowers’ account, the Letters of Credit issued
or arranged by Issuing Bank for Borrowers’ account, and with all other payment Obligations hereunder or under the other Loan Documents,
including, accrued interest, fees and expenses, and Lender Group Expenses. In accordance with Section 2.7, the Loan Account will
be credited with all payments received by Agent from Borrowers or for Borrowers’ account. Agent shall make available to Borrowers
monthly statements regarding the Loan Account, including the principal amount of the Revolving Loans, interest accrued hereunder, fees
accrued or charged hereunder or under the other Loan Documents, and a summary itemization of all charges and expenses constituting Lender
Group Expenses accrued hereunder or under the other Loan Documents, and each such statement, absent manifest error, shall be conclusively
presumed to be correct and accurate and constitute an account stated between Borrowers and the Lender Group unless, within 30 days after
Agent first makes such a statement available to Borrowers, Borrowers shall deliver to Agent written objection thereto describing the
error or errors contained in such statement.


 


2.10
Fees.


 


(a)
Agent Fees. Borrowers shall pay to Agent, for the account of Agent, as and when due and payable under the terms of the Fee Letter,
the fees set forth in the Fee Letter.


 


(b)
Unused Line Fee. Borrowers shall pay to Agent, for the ratable account of the Revolving Lenders, an unused line fee (the “Unused
Line Fee”) in an amount equal to 0.50% per annum times the result of (i) the aggregate amount of the Revolver Commitments,
less (ii) the Average Revolver Usage during the immediately preceding quarter (or portion thereof), which Unused Line Fee shall
be due and payable, in arrears, on the first day of each quarter (provided, that if an Event of Default has occurred and is continuing,
such Unused Line Fee shall be due and payable, in arrears, on the first day of each month) from and after the Closing Date up to the
first day of the quarter (or month, as the case may be) prior to the date on which the Obligations are paid in full and on the date on
which the Obligations are paid in full.


 


(c)
Field Examination and Other Fees. Subject to Section 5.7(c), Borrowers shall pay to Agent, field examination, appraisal,
and valuation fees and charges, as and when incurred or chargeable, as follows (i) a fee of $1,500 per day, per examiner, plus
out-of-pocket expenses (including travel, meals, and lodging) for each field examination of any Loan Party or its Subsidiaries
performed by or on behalf of Agent, and (ii) the fees, charges or expenses paid or incurred by Agent if it elects to employ the services
of one or more third Persons, to perform field examinations of any Loan Party or its Subsidiaries, to appraise the Collateral, or any
portion thereof, or to assess any Loan Party’s or its Subsidiaries’ business valuation.


 






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2.11
Letters of Credit.


 


(a)
Subject to the terms and conditions of this Agreement, upon the request of Borrowers made in accordance herewith, and prior to the Maturity
Date, Issuing Bank agrees to issue a requested standby Letter of Credit or a sight commercial Letter of Credit for the account of Borrowers.
By submitting a request to Issuing Bank for the issuance of a Letter of Credit, Borrowers shall be deemed to have requested that Issuing
Bank issue the requested Letter of Credit. Each request for the issuance of a Letter of Credit, or the amendment, renewal, or extension
of any outstanding Letter of Credit, shall be (i) irrevocable and made in writing by an Authorized Person, (ii) delivered to Agent and
Issuing Bank via telefacsimile or other electronic method of transmission reasonably acceptable to Agent and Issuing Bank and reasonably
in advance of the requested date of issuance, amendment, renewal, or extension, and (iii) subject to Issuing Bank’s authentication
procedures with results satisfactory to Issuing Bank. Each such request shall be in form and substance reasonably satisfactory to Agent
and Issuing Bank and (i) shall specify (A) the amount of such Letter of Credit, (B) the date of issuance, amendment, renewal, or extension
of such Letter of Credit, (C) the proposed expiration date of such Letter of Credit, (D) the name and address of the beneficiary of the
Letter of Credit, and (E) such other information (including, the conditions to drawing, and, in the case of an amendment, renewal, or
extension, identification of the Letter of Credit to be so amended, renewed, or extended) as shall be necessary to prepare, amend, renew,
or extend such Letter of Credit, and (ii) shall be accompanied by such Issuer Documents as Agent or Issuing Bank may request or require,
to the extent that such requests or requirements are consistent with the Issuer Documents that Issuing Bank generally requests for Letters
of Credit in similar circumstances. Issuing Bank’s records of the content of any such request will be conclusive. Anything contained
herein to the contrary notwithstanding, Issuing Bank may, but shall not be obligated to, issue a Letter of Credit that supports the obligations
of a Loan Party or one of its Subsidiaries in respect of (x) a lease of real property, or (y) an employment contract.


 


(b)
Issuing Bank shall have no obligation to issue a Letter of Credit if any of the following would result after giving effect to the requested
issuance:


 


(i)
the Letter of Credit Usage would exceed the Letter of Credit Sublimit, or





 


(ii)
the Letter of Credit Usage would exceed the Maximum Revolver Amount less the outstanding amount of Revolving Loans (including
Swing Loans), or


 


(iii)
the Letter of Credit Usage would exceed the Borrowing Base at such time less the outstanding principal balance of the Revolving
Loans (inclusive of Swing Loans) at such time.


 


(c)
In the event there is a Defaulting Lender as of the date of any request for the issuance of a Letter of Credit, Issuing Bank shall not
be required to issue or arrange for such Letter of Credit to the extent (i) the Defaulting Lender’s Letter of Credit Exposure with
respect to such Letter of Credit may not be reallocated pursuant to Section 2.3(g)(ii), or (ii) Issuing Bank has not otherwise
entered into arrangements reasonably satisfactory to it and Borrowers to eliminate Issuing Bank’s risk with respect to the participation
in such Letter of Credit of the Defaulting Lender, which arrangements may include Borrowers cash collateralizing such Defaulting Lender’s
Letter of Credit Exposure in accordance with Section 2.3(g)(ii). Additionally, Issuing Bank shall have no obligation to issue
or extend a Letter of Credit if (A) any order, judgment, or decree of any Governmental Authority or arbitrator shall, by its terms, purport
to enjoin or restrain Issuing Bank from issuing such Letter of Credit, or any law applicable to Issuing Bank or any request or directive
(whether or not having the force of law) from any Governmental Authority with jurisdiction over Issuing Bank shall prohibit or request
that Issuing Bank refrain from the issuance of letters of credit generally or such Letter of Credit in particular, (B) the issuance of
such Letter of Credit would violate one or more policies of Issuing Bank applicable to letters of credit generally, or (C) if amounts
demanded to be paid under any Letter of Credit will not or may not be in United States Dollars.


 






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(d)
Any Issuing Bank (other than Wells Fargo or any of its Affiliates) shall notify Agent in writing no later than the Business Day prior
to the Business Day on which such Issuing Bank issues any Letter of Credit. In addition, each Issuing Bank (other than Wells Fargo or
any of its Affiliates) shall, on the first Business Day of each week, submit to Agent a report detailing the daily undrawn amount of
each Letter of Credit issued by such Issuing Bank during the prior calendar week. Each Letter of Credit shall be in form and substance
reasonably acceptable to Issuing Bank, including the requirement that the amounts payable thereunder must be payable in Dollars. If Issuing
Bank makes a payment under a Letter of Credit, Borrowers shall pay to Agent an amount equal to the applicable Letter of Credit Disbursement
on the Business Day such Letter of Credit Disbursement is made and, in the absence of such payment, the amount of the Letter of Credit
Disbursement immediately and automatically shall be deemed to be a Revolving Loan hereunder (notwithstanding any failure to satisfy any
condition precedent set forth in Section 3) and, initially, shall bear interest at the rate then applicable to Revolving Loans
that are Base Rate Loans. If a Letter of Credit Disbursement is deemed to be a Revolving Loan hereunder, Borrowers’ obligation
to pay the amount of such Letter of Credit Disbursement to Issuing Bank shall be automatically converted into an obligation to pay the
resulting Revolving Loan. Promptly following receipt by Agent of any payment from Borrowers pursuant to this paragraph, Agent shall distribute
such payment to Issuing Bank or, to the extent that Lenders have made payments pursuant to Section 2.11(e) to reimburse Issuing
Bank, then to such Lenders and Issuing Bank as their interests may appear.


 


(e)
Promptly following receipt of a notice of a Letter of Credit Disbursement pursuant to Section 2.11(d), each Lender agrees to fund
its Pro Rata Share of any Revolving Loan deemed made pursuant to Section 2.11(d) on the same terms and conditions as if Borrowers
had requested the amount thereof as a Revolving Loan and Agent shall promptly pay to Issuing Bank the amounts so received by it from
the Lenders. By the issuance of a Letter of Credit (or an amendment, renewal, or extension of a Letter of Credit) and without any further
action on the part of Issuing Bank or the Lenders, Issuing Bank shall be deemed to have granted to each Lender, and each Lender shall
be deemed to have purchased, a participation in each Letter of Credit issued by Issuing Bank, in an amount equal to its Pro Rata Share
of such Letter of Credit, and each such Lender agrees to pay to Agent, for the account of Issuing Bank, such Lender’s Pro Rata
Share of any Letter of Credit Disbursement made by Issuing Bank under the applicable Letter of Credit. In consideration and in furtherance
of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to Agent, for the account of Issuing Bank, such Lender’s
Pro Rata Share of each Letter of Credit Disbursement made by Issuing Bank and not reimbursed by Borrowers on the date due as provided
in Section 2.11(d), or of any reimbursement payment that is required to be refunded (or that Agent or Issuing Bank elects, based
upon the advice of counsel, to refund) to Borrowers for any reason. Each Lender acknowledges and agrees that its obligation to deliver
to Agent, for the account of Issuing Bank, an amount equal to its respective Pro Rata Share of each Letter of Credit Disbursement pursuant
to this Section 2.11(e) shall be absolute and unconditional and such remittance shall be made notwithstanding the occurrence or
continuation of an Event of Default or Default or the failure to satisfy any condition set forth in Section 3. If any such Lender
fails to make available to Agent the amount of such Lender’s Pro Rata Share of a Letter of Credit Disbursement as provided in this
Section, such Lender shall be deemed to be a Defaulting Lender and Agent (for the account of Issuing Bank) shall be entitled to recover
such amount on demand from such Lender together with interest thereon at the Defaulting Lender Rate until paid in full.


 


(f)
Each Borrower agrees to indemnify, defend and hold harmless each member of the Lender Group (including Issuing Bank and its branches,
Affiliates, and correspondents) and each such Person’s respective directors, officers, employees, attorneys and agents (each, including
Issuing Bank, a “Letter of Credit Related Person”) (to the fullest extent permitted by law) from and against any and
all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages, and all reasonable
fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred in connection therewith
or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought),
which may be incurred by or awarded against any such Letter of Credit Related Person (other than Taxes, which shall be governed by Section
16) (the “Letter of Credit Indemnified Costs”), and which arise out of or in connection with, or as a result of:


 


(i)
any Letter of Credit or any pre-advice of its issuance;


 






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(ii)
any transfer, sale, delivery, surrender or endorsement (or lack thereof) of any Drawing Document at any time(s) held by any such Letter
of Credit Related Person in connection with any Letter of Credit;


 


(iii)
any action or proceeding arising out of, or in connection with, any Letter of Credit (whether administrative, judicial or in connection
with arbitration), including any action or proceeding to compel or restrain any presentation or payment under any Letter of Credit, or
for the wrongful dishonor of, or honoring a presentation under, any Letter of Credit;


 


(iv)
any independent undertakings issued by the beneficiary of any Letter of Credit;


 


(v)
any unauthorized instruction or request made to Issuing Bank in connection with any Letter of Credit or requested Letter of Credit or
any error, omission, interruption or delay in such instruction or request whether transmitted by mail courier, electronic transmission,
SWIFT or any other telecommunication including communications through a correspondent;


 


(vi)
an adviser, confirmer or other nominated person seeking to be reimbursed, indemnified or compensated;


 


(vii)
any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of Letter of Credit
proceeds or holder of an instrument or document;


 


(viii)
Credit Related Person; the fraud, forgery or illegal action of parties other than the Letter of


 


(ix)
any prohibition on payment or delay in payment of any amount payable by Issuing Bank to a beneficiary or transferee beneficiary of a
Letter of Credit arising out of Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions;


 


(x)
Issuing Bank’s performance of the obligations of a confirming institution or entity that wrongfully dishonors a confirmation;


 


(xi)
with any Letter of Credit; any foreign language translation provided to Issuing Bank in connection


 


(xii)
any foreign law or usage as it related to Issuing Bank’s issuance of a Letter of Credit in support of a foreign guaranty including
without limitation the expiration of such guaranty after the related Letter of Credit expiration date and any resulting drawing paid
by Issuing Bank in connection therewith; or


 






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(xiii)
the acts or omissions, whether rightful or wrongful, of any present or future de jure or de facto governmental or regulatory authority
or cause or event beyond the control of the Letter of Credit Related Person; provided, that such indemnity shall not be available
to any Letter of Credit Related Person claiming indemnification under clauses (i) through (x) above to the extent that such Letter of
Credit Indemnified Costs may be finally determined in a final, non-appealable judgment of a court of competent jurisdiction to have resulted
directly from the gross negligence or willful misconduct of the Letter of Credit Related Person claiming indemnity. Borrowers hereby
agree to pay the Letter of Credit Related Person claiming indemnity on demand from time to time all amounts owing under this Section
2.11(f). If and to the extent that the obligations of Borrowers under this Section 2.11(f) are unenforceable for any reason,
Borrowers agree to make the maximum contribution to the Letter of Credit Indemnified Costs permissible under applicable law. This indemnification
provision shall survive termination of this Agreement and all Letters of Credit.


 


(g)
The liability of Issuing Bank (or any other Letter of Credit Related Person) under, in connection with or arising out of any Letter of
Credit (or pre-advice), regardless of the form or legal grounds of the action or proceeding, shall be limited to direct damages suffered
by Borrowers that are caused directly by Issuing Bank’s gross negligence or willful misconduct in (i) honoring a presentation under
a Letter of Credit that on its face does not at least substantially comply with the terms and conditions of such Letter of Credit, (ii)
failing to honor a presentation under a Letter of Credit that strictly complies with the terms and conditions of such Letter of Credit,
or (iii) retaining Drawing Documents presented under a Letter of Credit. Borrowers’ aggregate remedies against Issuing Bank and
any Letter of Credit Related Person for wrongfully honoring a presentation under any Letter of Credit or wrongfully retaining honored
Drawing Documents shall in no event exceed the aggregate amount paid by Borrowers to Issuing Bank in respect of the honored presentation
in connection with such Letter of Credit under Section 2.11(d), plus interest at the rate then applicable to Base
Rate Loans hereunder. Borrowers shall take action to avoid and mitigate the amount of any damages claimed against Issuing Bank or any
other Letter of Credit Related Person, including by enforcing its rights against the beneficiaries of the Letters of Credit. Any claim
by Borrowers under or in connection with any Letter of Credit shall be reduced by an amount equal to the sum of (x) the amount (if any)
saved by Borrowers as a result of the breach or alleged wrongful conduct complained of, and (y) the amount (if any) of the loss that
would have been avoided had Borrowers taken all reasonable steps to mitigate any loss, and in case of a claim of wrongful dishonor, by
specifically and timely authorizing Issuing Bank to effect a cure.


 


(h)
Borrowers are responsible for the final text of the Letter of Credit as issued by Issuing Bank, irrespective of any assistance Issuing
Bank may provide such as drafting or recommending text or by Issuing Bank’s use or refusal to use text submitted by Borrowers.
Borrowers understand that the final form of any Letter of Credit may be subject to such revisions and changes as are deemed necessary
or appropriate by Issuing Bank, and Borrowers hereby consent to such revisions and changes not materially different from the application
executed in connection therewith. Borrowers are solely responsible for the suitability of the Letter of Credit for Borrowers’ purposes.
If Borrowers request Issuing Bank to issue a Letter of Credit for an affiliated or unaffiliated third party (an “Account Party”),
(i) such Account Party shall have no rights against Issuing Bank; (ii) Borrowers shall be responsible for the application and obligations
under this Agreement; and (iii) communications (including notices) related to the respective Letter of Credit shall be among Issuing
Bank and Borrowers. Borrowers will examine the copy of the Letter of Credit and any other documents sent by Issuing Bank in connection
therewith and shall promptly notify Issuing Bank (not later than three (3) Business Days following Borrowers’ receipt of documents
from Issuing Bank) of any non-compliance with Borrowers’ instructions and of any discrepancy in any document under any presentment
or other irregularity. Borrowers understand and agree that Issuing Bank is not required to extend the expiration date of any Letter of
Credit for any reason. With respect to any Letter of Credit containing an “automatic amendment” to extend the expiration
date of such Letter of Credit, Issuing Bank, in its sole and absolute discretion, may give notice of nonrenewal of such Letter of Credit
and, if Borrowers do not at any time want the then current expiration date of such Letter of Credit to be extended, Borrowers will so
notify Agent and Issuing Bank at least 30 calendar days before Issuing Bank is required to notify the beneficiary of such Letter of Credit
or any advising bank of non-extension pursuant to the terms of such Letter of Credit.


 






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(i)
Borrowers’ reimbursement and payment obligations under this Section 2.11 are absolute, unconditional and irrevocable and
shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever, including:


 


(i)
any lack of validity, enforceability or legal effect of any Letter of Credit, any Issuer Document, this Agreement, or any Loan Document
or any term or provision therein or herein;


 


(ii)
payment against presentation of any draft, demand or claim for payment under any Drawing Document that does not comply in whole or in
part with the terms of the applicable Letter of Credit or which proves to be fraudulent, forged or invalid in any respect or any statement
therein being untrue or inaccurate in any respect, or which is signed, issued or presented by a Person or a transferee of such Person
purporting to be a successor or transferee of the beneficiary of such Letter of Credit;


 





(iii)
Issuing Bank or any of its branches or Affiliates being the beneficiary of any Letter of Credit;


 


(iv)
Issuing Bank or any correspondent honoring a drawing against a Drawing Document up to the amount available under any Letter of Credit
even if such Drawing Document claims an amount in excess of the amount available under the Letter of Credit;


 


(v)
the existence of any claim, set-off, defense or other right that any Loan Party or any of its Subsidiaries may have at any time against
any beneficiary or trustee beneficiary, any assignee of proceeds, Issuing Bank or any other Person;


 


(vi)
Issuing Bank or any correspondent honoring a drawing upon receipt of an electronic presentation under a Letter of Credit requiring the
same, regardless of whether the original Drawing Documents arrive at Issuing Bank’s counters or are different from the electronic
presentation;


 


(vii)
any other event, circumstance or conduct whatsoever, whether or not similar to any of the foregoing that might, but for this Section
2.11(i), constitute a legal or equitable defense to or discharge of, or provide a right of set-off against, any Borrower’s
or any of its Subsidiaries’ reimbursement and other payment obligations and liabilities, arising under, or in connection with,
any Letter of Credit, whether against Issuing Bank, the beneficiary or any other Person; or





 





(viii)
the fact that any Default or Event of Default shall have occurred and be continuing;


 


provided, that subject to Section 2.11(g)
above, the foregoing shall not release Issuing Bank from such liability to Borrowers as may be finally determined in a final, non-appealable
judgment of a court of competent jurisdiction against Issuing Bank following reimbursement or payment of the obligations and liabilities,
including reimbursement and other payment obligations, of Borrowers to Issuing Bank arising under, or in connection with, this Section
2.11 or any Letter of Credit.


 






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(j)
Without limiting any other provision of this Agreement, Issuing Bank and each other Letter of Credit Related Person (if applicable) shall
not be responsible to Borrowers for, and Issuing Bank’s rights and remedies against Borrowers and the obligation of Borrowers to
reimburse Issuing Bank for each drawing under each Letter of Credit shall not be impaired by:


 


(i)
honor of a presentation under any Letter of Credit that on its face substantially complies with the terms and conditions of such Letter
of Credit, even if the Letter of Credit requires strict compliance by the beneficiary;


 


(ii)
honor of a presentation of any Drawing Document that appears on its face to have been signed, presented or issued (A) by any purported
successor or transferee of any beneficiary or other Person required to sign, present or issue such Drawing Document or (B) under a new
name of the beneficiary;


 


(iii)
acceptance as a draft of any written or electronic demand or request for payment under a Letter of Credit, even if nonnegotiable or not
in the form of a draft or notwithstanding any requirement that such draft, demand or request bear any or adequate reference to the Letter
of Credit;


 


(iv)
the identity or authority of any presenter or signer of any Drawing Document or the form, accuracy, genuineness or legal effect of any
Drawing Document (other than Issuing Bank’s determination that such Drawing Document appears on its face substantially to comply
with the terms and conditions of the Letter of Credit);


 


(v)
acting upon any instruction or request relative to a Letter of Credit or requested Letter of Credit that Issuing Bank in good faith believes
to have been given by a Person authorized to give such instruction or request;


 


(vi)
any errors, omissions, interruptions or delays in transmission or delivery of any message, advice or document (regardless of how sent
or transmitted) or for errors in interpretation of technical terms or in translation or any delay in giving or failing to give notice
to any Borrower;


 


(vii)
any acts, omissions or fraud by, or the insolvency of, any beneficiary, any nominated person or entity or any other Person or any breach
of contract between any beneficiary and any Borrower or any of the parties to the underlying transaction to which the Letter of Credit
relates;


 


(viii)
assertion or waiver of any provision of the ISP or UCP that primarily benefits an issuer of a letter of credit, including any requirement
that any Drawing Document be presented to it at a particular hour or place;


 


(ix)
payment to any presenting bank (designated or permitted by the terms of the applicable Letter of Credit) claiming that it rightfully
honored or is entitled to reimbursement or indemnity under Standard Letter of Credit Practice applicable to it;


 


(x)
acting or failing to act as required or permitted under Standard Letter of Credit Practice applicable to where Issuing Bank has issued,
confirmed, advised or negotiated such Letter of Credit, as the case may be;


 


(xi)
honor of a presentation after the expiration date of any Letter of Credit notwithstanding that a presentation was made prior to such
expiration date and dishonored by Issuing Bank if subsequently Issuing Bank or any court or other finder of fact determines such presentation
should have been honored;


 


(xii)
dishonor of any presentation that does not strictly comply or that is fraudulent, forged or otherwise not entitled to honor; or


 




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(xiii)
honor of a presentation that is subsequently determined by Issuing Bank to have been made in violation of international, federal, state
or local restrictions on the transaction of business with certain prohibited Persons.


 


(k)
Borrowers shall pay immediately upon demand to Agent for the account of Issuing Bank as non-refundable fees, commissions, and charges
(it being acknowledged and agreed that any charging of such fees, commissions, and charges to the Loan Account pursuant to the provisions
of Section 2.6(d) shall be deemed to constitute a demand for payment thereof for the purposes of this Section 2.11(k)):
(i) a fronting fee which shall be imposed by Issuing Bank equal to .250% per annum times the average amount of the Letter of Credit
Usage during the immediately preceding quarter (or if an Event of Default has occurred, month) (or portion thereof), plus
(ii) any and all other customary commissions, fees and charges then in effect imposed by, and any and all expenses incurred by, Issuing
Bank, or by any adviser, confirming institution or entity or other nominated person, relating to Letters of Credit, at the time of issuance
of any Letter of Credit and upon the occurrence of any other activity with respect to any Letter of Credit (including transfers, assignments
of proceeds, amendments, drawings, renewals or cancellations).


 


(l)
If by reason of (x) any Change in Law, or (y) compliance by Issuing Bank or any other member of the Lender Group with any direction,
request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including,
Regulation D of the Board of Governors as from time to time in effect (and any successor thereto):


 


(i)
any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued or caused to
be issued hereunder or hereby, or any Loans or obligations to make Loans hereunder or hereby, or


 


(ii)
there shall be imposed on Issuing Bank or any other member of the Lender Group any other condition regarding any Letter of Credit, Loans,
or obligations to make Loans hereunder, and the result of the foregoing is to increase, directly or indirectly, the cost to Issuing Bank
or any other member of the Lender Group of issuing, making, participating in, or maintaining any Letter of Credit or to reduce the amount
receivable in respect thereof, then, and in any such case, Agent may, at any time within a reasonable period after the additional cost
is incurred or the amount received is reduced, notify Borrowers, and Borrowers shall pay within 30 days after demand therefor, such amounts
as Agent may specify to be necessary to compensate Issuing Bank or any other member of the Lender Group for such additional cost or reduced
receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable
to Base Rate Loans hereunder; provided, that (A) Borrowers shall not be required to provide any compensation pursuant to this
Section 2.11(l) for any such amounts incurred more than 180 days prior to the date on which the demand for payment of such amounts
is first made to Borrowers, and (B) if an event or circumstance giving rise to such amounts is retroactive, then the 180-day period referred
to above shall be extended to include the period of retroactive effect thereof. The determination by Agent of any amount due pursuant
to this Section 2.11(l), as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the
absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.


 


(m)
Each standby Letter of Credit shall expire not later than the date that is 12 months after the date of the issuance of such Letter of
Credit; provided, that any standby Letter of Credit may provide for the automatic extension thereof for any number of additional
periods each of up to one year in duration; provided further, that with respect to any Letter of Credit which extends beyond the
Maturity Date, Letter of Credit Collateralization shall be provided therefor on or before the date that is five Business Days prior to
the Maturity Date. Each commercial Letter of Credit shall expire on the earlier of (i) 120 days after the date of the issuance of such
commercial Letter of Credit and (ii) five Business Days prior to the Maturity Date.


 






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(n)
If (i) any Event of Default shall occur and be continuing, or (ii) Availability shall at any time be less than zero, then on the Business
Day following the date when the Administrative Borrower receives notice from Agent or the Required Lenders (or, if the maturity of the
Obligations has been accelerated, Lenders with Letter of Credit Exposure representing greater than 50% of the total Letter Credit Exposure)
demanding Letter of Credit Collateralization pursuant to this Section 2.11(n) upon such demand, Borrowers shall provide Letter
of Credit Collateralization with respect to the then existing Letter of Credit Usage. If Borrowers are required to provide Letter of
Credit Collateralization hereunder as a result of the occurrence of an Event of Default, any cash collateral held by Agent as a result
of such Letter of Credit Collateralization shall be returned by Agent to Borrowers promptly, but in no event later than seven Business
Days, after such Event of Default has been waived in accordance with this Agreement. If Borrowers fail to provide Letter of Credit Collateralization
as required by this Section 2.11(n), the Lenders may (and, upon direction of Agent, shall) advance, as Revolving Loans the amount
of the cash collateral required pursuant to the Letter of Credit Collateralization provision so that the then existing Letter of Credit
Usage is cash collateralized in accordance with the Letter of Credit Collateralization provision (whether or not the Revolver Commitments
have terminated, an Overadvance exists or the conditions in Section 3 are satisfied).


 


(o)
Unless otherwise expressly agreed by Issuing Bank and Borrowers when a Letter of Credit is issued, (i) the rules of the ISP shall apply
to each standby Letter of Credit, and (ii) the rules of the UCP shall apply to each commercial Letter of Credit.


 


(p)
Issuing Bank shall be deemed to have acted with due diligence and reasonable care if Issuing Bank’s conduct is in accordance with
Standard Letter of Credit Practice or in accordance with this Agreement.


 


(q)
In the event of a direct conflict between the provisions of this Section 2.11 and any provision contained in any Issuer Document,
it is the intention of the parties hereto that such provisions be read together and construed, to the fullest extent possible, to be
in concert with each other. In the event of any actual, irreconcilable conflict that cannot be resolved as aforesaid, the terms and provisions
of this Section 2.11 shall control and govern.


 


(r)
The provisions of this Section 2.11 shall survive the termination of this Agreement and the repayment in full of the Obligations
with respect to any Letters of Credit that remain outstanding.


 


(s)
At Borrowers’ costs and expense, Borrowers shall execute and deliver to Issuing Bank such additional certificates, instruments
and/or documents and take such additional action as may be reasonably requested by Issuing Bank to enable Issuing Bank to issue any Letter
of Credit pursuant to this Agreement and related Issuer Document, to protect, exercise and/or enforce Issuing Banks’ rights and
interests under this Agreement or to give effect to the terms and provisions of this Agreement or any Issuer Document. Each Borrower
irrevocably appoints Issuing Bank as its attorney-in-fact and authorizes Issuing Bank, without notice to Borrowers, to execute and deliver
ancillary documents and letters customary in the letter of credit business that may include but are not limited to advisements, indemnities,
checks, bills of exchange and issuance documents. The power of attorney granted by the Borrowers is limited solely to such actions related
to the issuance, confirmation or amendment of any Letter of Credit and to ancillary documents or letters customary in the letter of credit
business. This appointment is coupled with an interest.


 






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2.12
LIBOR Option.


 


(a)
Interest and Interest Payment Dates. In lieu of having interest charged at the rate based upon the Base Rate, Borrowers shall
have the option, subject to Section 2.12(b) below (the “LIBOR Option”) to have interest on all or a portion
of the Revolving Loans be charged (whether at the time when made (unless otherwise provided herein), upon conversion from a Base Rate
Loan to a LIBOR Rate Loan, or upon continuation of a LIBOR Rate Loan as a LIBOR Rate Loan) at a rate of interest based upon the LIBOR
Rate. Interest on LIBOR Rate Loans shall be payable on the earliest of (i) the last day of the Interest Period applicable thereto; provided,
that subject to the following clauses (ii) and (iii), in the case of any Interest Period greater than three months in duration, interest
shall be payable at three month intervals after the commencement of the applicable Interest Period and on the last day of such Interest
Period), (ii) the date on which all or any portion of the Obligations are accelerated pursuant to the terms hereof, or (iii) the date
on which this Agreement is terminated pursuant to the terms hereof. On the last day of each applicable Interest Period, unless Borrowers
have properly exercised the LIBOR Option with respect thereto, the interest rate applicable to such LIBOR Rate Loan automatically shall
convert to the rate of interest then applicable to Base Rate Loans of the same type hereunder. At any time that an Event of Default has
occurred and is continuing, Borrowers no longer shall have the option to request that Revolving Loans bear interest at a rate based upon
the LIBOR Rate.


 


(b)
LIBOR Election.


 


(i)
Borrowers may, at any time and from time to time, so long as no Event of Default has occurred and is continuing, elect to exercise the
LIBOR Option by notifying Agent prior to 2:00 p.m. at least three Business Days prior to the commencement of the proposed Interest Period
(the “LIBOR Deadline”). Notice of Borrowers’ election of the LIBOR Option for a permitted portion of the Revolving
Loans and an Interest Period pursuant to this Section shall be made by delivery to Agent of a LIBOR Notice received by Agent before the
LIBOR Deadline. Promptly upon its receipt of each such LIBOR Notice, Agent shall provide a copy thereof to each of the affected Lenders.


 


(ii)
Each LIBOR Notice shall be irrevocable and binding on Borrowers. In connection with each LIBOR Rate Loan, each Borrower shall indemnify,
defend, and hold Agent and the Lenders harmless against any loss, cost, or expense actually incurred by Agent or any Lender as a result
of (A) the payment or required assignment of any principal of any LIBOR Rate Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (B) the conversion of any LIBOR Rate Loan other than on the last day of the Interest
Period applicable thereto, or (C) the failure to borrow, convert, continue or prepay any LIBOR Rate Loan on the date specified in any
LIBOR Notice delivered pursuant hereto (such losses, costs, or expenses, “Funding Losses”). A certificate of Agent
or a Lender delivered to Borrowers setting forth in reasonable detail any amount or amounts that Agent or such Lender is entitled to
receive pursuant to this Section 2.12 shall be conclusive absent manifest error. Borrowers shall pay such amount to Agent or the
Lender, as applicable, within 30 days of the date of its receipt of such certificate. If a payment of a LIBOR Rate Loan on a day other
than the last day of the applicable Interest Period would result in a Funding Loss, Agent may, in its sole discretion at the request
of Borrowers, hold the amount of such payment as cash collateral in support of the Obligations until the last day of such Interest Period
and apply such amounts to the payment of the applicable LIBOR Rate Loan on such last day, it being agreed that Agent has no obligation
to so defer the application of payments to any LIBOR Rate Loan and that, in the event that Agent does not defer such application, Borrowers
shall be obligated to pay any resulting Funding Losses.


 




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(iii)
Unless Agent, in its sole discretion, agrees otherwise, Borrowers shall have not more than five LIBOR Rate Loans in effect at any given
time. Borrowers may only exercise the LIBOR Option for proposed LIBOR Rate Loans of at least $1,000,000.


 


(c)
Conversion; Prepayment. Borrowers may convert LIBOR Rate Loans to Base Rate Loans or prepay LIBOR Rate Loans at any time; provided,
that in the event that LIBOR Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable
thereto, including as a result of any prepayment through the required application by Agent of any payments or proceeds of Collateral
in accordance with Section 2.4(b) or for any other reason, including early termination of the term of this Agreement or acceleration
of all or any portion of the Obligations pursuant to the terms hereof, each Borrower shall indemnify, defend, and hold Agent and the
Lenders and their Participants harmless against any and all Funding Losses in accordance with Section 2.12 (b)(ii).


 


(d)
Special Provisions Applicable to LIBOR Rate.


 


(i)
The LIBOR Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased
costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs (other than Taxes which shall be governed
by Section 16), in each case, due to changes in applicable law occurring subsequent to the commencement of the then applicable
Interest Period, including any Changes in Law and changes in the reserve requirements imposed by the Board of Governors, which additional
or increased costs would increase the cost of funding or maintaining loans bearing interest at the LIBOR Rate. In any such event, the
affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice
to each other Lender and, upon its receipt of the notice from the affected Lender, Borrowers may, by notice to such affected Lender (A)
require such Lender to furnish to Borrowers a statement setting forth in reasonable detail the basis for adjusting such LIBOR Rate and
the method for determining the amount of such adjustment, or (B) repay the LIBOR Rate Loans of such Lender with respect to which such
adjustment is made (together with any amounts due under Section 2.12(b)(ii)).


 


(ii)
In the event that any change in market conditions or any Change in Law shall at any time after the date hereof, in the reasonable opinion
of any Lender, make it unlawful or impractical for such Lender to fund or maintain LIBOR Rate Loans or to continue such funding or maintaining,
or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and
Borrowers and Agent promptly shall transmit the notice to each other Lender and (y) in the case of any LIBOR Rate Loans of such Lender
that are outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such
LIBOR Rate Loans, and interest upon the LIBOR Rate Loans of such Lender thereafter shall accrue interest at the rate then applicable
to Base Rate Loans, and (z) Borrowers shall not be entitled to elect the LIBOR Option until such Lender determines that it would no longer
be unlawful or impractical to do so.


 


(e)
No Requirement of Matched Funding. Anything to the contrary contained herein notwithstanding, neither Agent, nor any Lender, nor
any of their Participants, is required actually to acquire eurodollar deposits to fund or otherwise match fund any Obligation as to which
interest accrues at the LIBOR Rate.


 






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2.13
Capital Requirements.


 


(a)
If, after the date hereof, Issuing Bank or any Lender determines that (i) any Change in Law regarding capital, liquidity or reserve requirements
for banks or bank holding companies, or (ii) compliance by Issuing Bank or such Lender, or their respective parent bank holding companies,
with any guideline, request or directive of any Governmental Authority regarding capital adequacy or liquidity requirements (whether
or not having the force of law), has the effect of reducing the return on Issuing Bank’s, such Lender’s, or such holding
companies’ capital or liquidity as a consequence of Issuing Bank’s or such Lender’s commitments, Loans, participations
or other obligations hereunder to a level below that which Issuing Bank, such Lender, or such holding companies could have achieved but
for such Change in Law or compliance (taking into consideration Issuing Bank’s, such Lender’s, or such holding companies’
then existing policies with respect to capital adequacy or liquidity requirements and assuming the full utilization of such entity’s
capital) by any amount deemed by Issuing Bank or such Lender to be material, then Issuing Bank or such Lender may notify Borrowers and
Agent thereof. Following receipt of such notice, Borrowers agree to pay Issuing Bank or such Lender on demand the amount of such reduction
of return of capital as and when such reduction is determined, payable within 30 days after presentation by Issuing Bank or such Lender
of a statement in the amount and setting forth in reasonable detail Issuing Bank’s or such Lender’s calculation thereof and
the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error). In determining
such amount, Issuing Bank or such Lender may use any reasonable averaging and attribution methods. Failure or delay on the part of Issuing
Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of Issuing Bank’s or such Lender’s
right to demand such compensation; provided, that Borrowers shall not be required to compensate Issuing Bank or a Lender pursuant
to this Section for any reductions in return incurred more than 180 days prior to the date that Issuing Bank or such Lender notifies
Borrowers of such Change in Law giving rise to such reductions and of such Lender’s intention to claim compensation therefor; provided
further, that if such claim arises by reason of the Change in Law that is retroactive, then the 180-day period referred to above
shall be extended to include the period of retroactive effect thereof.


 


(b)
If Issuing Bank or any Lender requests additional or increased costs referred to in Section 2.11(l) or Section 2.12(d)(i)
or amounts under Section 2.13(a) or sends a notice under Section 2.12(d)(ii) relative to changed circumstances (such Issuing
Bank or Lender, an “Affected Lender”), then, at the request of Administrative Borrower, such Affected Lender shall
use reasonable efforts to promptly designate a different one of its lending offices or to assign its rights and obligations hereunder
to another of its offices or branches, if (i) in the reasonable judgment of such Affected Lender, such designation or assignment would
eliminate or reduce amounts payable pursuant to Section 2.11(l), Section 2.12(d)(i) or Section 2.13(a), as applicable,
or would eliminate the illegality or impracticality of funding or maintaining LIBOR Rate Loans, and (ii) in the reasonable judgment of
such Affected Lender, such designation or assignment would not subject it to any material unreimbursed cost or expense and would not
otherwise be materially disadvantageous to it. Borrowers agree to pay all reasonable out-of-pocket costs and expenses incurred by such
Affected Lender in connection with any such designation or assignment. If, after such reasonable efforts, such Affected Lender does not
so designate a different one of its lending offices or assign its rights to another of its offices or branches so as to eliminate Borrowers’
obligation to pay any future amounts to such Affected Lender pursuant to Section 2.11(l), Section 2.12(d)(i) or Section
2.13(a), as applicable, or to enable Borrowers to obtain LIBOR Rate Loans, then Borrowers (without prejudice to any amounts then
due to such Affected Lender under Section 2.11(l), Section 2.12(d)(i) or Section 2.13(a), as applicable) may, unless
prior to the effective date of any such assignment the Affected Lender withdraws its request for such additional amounts under Section
2.11(l), Section 2.12(d)(i) or Section 2.13(a), as applicable, or indicates that it is no longer unlawful or impractical
to fund or maintain LIBOR Rate Loans, may designate a different Issuing Bank or substitute a Lender or prospective Lender, in each case,
reasonably acceptable to Agent to purchase the Obligations owed to such Affected Lender and such Affected Lender’s commitments
hereunder (a “Replacement Lender”), and if such Replacement Lender agrees to such purchase, such Affected Lender shall
assign to the Replacement Lender its Obligations and commitments, and upon such purchase by the Replacement Lender, which such Replacement
Lender shall be deemed to be “Issuing Bank” or a “Lender” (as the case may be) for purposes of this Agreement
and such Affected Lender shall cease to be “Issuing Bank” or a “Lender” (as the case may be) for purposes of
this Agreement.


 






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(c)
Notwithstanding anything herein to the contrary, the protection of Sections 2.11(l), 2.12(d), and 2.13 shall
be available to Issuing Bank and each Lender (as applicable) regardless of any possible contention of the invalidity or inapplicability
of the law, rule, regulation, judicial ruling, judgment, guideline, treaty or other change or condition which shall have occurred or
been imposed, so long as it shall be customary for issuing banks or lenders affected thereby to comply therewith. Notwithstanding any
other provision herein, neither Issuing Bank nor any Lender shall demand compensation pursuant to this Section 2.13 if it shall
not at the time be the general policy or practice of Issuing Bank or such Lender (as the case may be) to demand such compensation in
similar circumstances under comparable provisions of other credit agreements, if any.





 


2.14
Incremental Facilities.


 


(a)
At any time during the period from and after the Closing Date through but excluding the date that is one year prior to the Maturity Date,
at the option of Borrowers (but subject to the conditions set forth in clause (b) below), the Revolver Commitments and the Maximum Revolver
Amount may be increased by an amount in the aggregate for all such increases of the Revolver Commitments and the Maximum Revolver Amount
not to exceed the Available Increase Amount (each such increase, an “Increase”). Agent shall invite each Lender to
increase its Revolver Commitments (it being understood that no Lender shall be obligated to increase its Revolver Commitments) in connection
with a proposed Increase at the interest margin proposed by Borrowers, and if sufficient Lenders do not agree to increase their Revolver
Commitments in connection with such proposed Increase, then Agent or Borrowers may invite any prospective lender who is reasonably satisfactory
to Agent and Borrowers to become a Lender in connection with a proposed Increase. Any Increase shall be in an amount of at least $5,000,000
and integral multiples of $1,000,000 in excess thereof. In no event may the Revolver Commitments and the Maximum Revolver Amount be increased
pursuant to this Section 2.14 on more than two occasions in the aggregate for all such Increases. Additionally, for the avoidance
of doubt, it is understood and agreed that in no event shall the aggregate amount of the Increases to the Revolver Commitments exceed
$15,000,000.


 


(b)
Each of the following shall be conditions precedent to any Increase of the Revolver Commitments and the Maximum Revolver Amount:


 


(i)
Agent or Borrowers have obtained the commitment of one or more Lenders (or other prospective lenders) reasonably satisfactory to Agent
and Borrowers to provide the applicable Increase and any such Lenders (or prospective lenders), Borrowers, and Agent have signed a joinder
agreement to this Agreement (an “Increase Joinder”), in form and substance reasonably satisfactory to Agent, to which
such Lenders (or prospective lenders), Borrowers, and Agent are party,


 


(ii)
each of the conditions precedent set forth in Section 3.2 are satisfied,


 


(iii)
Borrowers have delivered to Agent updated pro forma Projections (after giving effect to the applicable Increase) for the Loan Parties
and their Subsidiaries evidencing compliance on a pro forma basis with Section 7 for the four quarters (on a quarter by
quarter basis) immediately following the proposed date of the applicable Increase, and


 






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(iv)
Borrowers shall have reached agreement with the Lenders (or prospective lenders) agreeing to the increased Revolver Commitments with
respect to the interest margins applicable to Revolving Loans to be made pursuant to the increased Revolver Commitments (which interest
margins may be higher than or equal to the interest margins applicable to Revolving Loans set forth in this Agreement immediately prior
to the date of the increased Revolver Commitments (the date of the effectiveness of the increased Revolver Commitments and the Maximum
Revolver Amount, the “Increase Date”)) and shall have communicated the amount of such interest margins to Agent. Any
Increase Joinder may, with the consent of Agent, Borrowers and the Lenders or prospective lenders agreeing to the proposed Increase,
effect such amendments to this Agreement and the other Loan Documents as may be necessary to effectuate the provisions of this Section
2.14 (including any amendment necessary to effectuate the interest margins for the Revolving Loans to be made pursuant to the increased
Revolver Commitments). Anything to the contrary contained herein notwithstanding, if the all-in yield (including interest margins, interest
floors, and any original issue discount or similar yield-related discounts or payments, but excluding any arrangement, underwriting,
or similar fees payable in connection therewith that are not paid to all Lenders providing the Increase to the Revolver Commitment) that
is to be applicable to the Revolving Loans to be made pursuant to the increased Revolver Commitments is higher than the all-in yield
(including interest margins, interest floors, and any original issue discount or similar yield-related discounts or payments, but excluding
any arrangement, underwriting, or similar fees payable in connection therewith that are not paid to all Lenders providing the Increase
to the Revolver Commitment) applicable to the Revolving Loans hereunder immediately prior to the applicable Increase Date (the amount
by which all-in yield is higher, the “Excess”), then the interest margin applicable to the Revolving Loans immediately
prior to the Increase Date shall be increased by the amount of the Excess, effective on the applicable Increase Date, and without the
necessity of any action by any party hereto.


 


(c)
Unless otherwise specifically provided herein, all references in this Agreement and any other Loan Document to Revolving Loans shall
be deemed, unless the context otherwise requires, to include Revolving Loans made pursuant to the increased Revolver Commitments and
Maximum Revolver Amount pursuant to this Section 2.14.


 


(d)
Each of the Lenders having a Revolver Commitment prior to the Increase Date (the “Pre-Increase Revolver Lenders”)
shall assign to any Lender which is acquiring a new or additional Revolver Commitment on the Increase Date (the “Post-Increase
Revolver Lenders”), and such Post-Increase Revolver Lenders shall purchase from each Pre-Increase Revolver Lender, at the principal
amount thereof, such interests in the Revolving Loans and participation interests in Letters of Credit on such Increase Date as shall
be necessary in order that, after giving effect to all such assignments and purchases, such Revolving Loans and participation interests
in Letters of Credit will be held by Pre-Increase Revolver Lenders and Post-Increase Revolver Lenders ratably in accordance with their
Pro Rata Share after giving effect to such increased Revolver Commitments.


 


(e)
The Revolving Loans, Revolver Commitments, and Maximum Revolver Amount established pursuant to this Section 2.14 shall constitute
Revolving Loans, Revolver Commitments, and Maximum Revolver Amount under, and shall be entitled to all the benefits afforded by, this
Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from any guarantees and
the security interests created by the Loan Documents. Borrowers shall take any actions reasonably required by Agent to ensure and demonstrate
that the Liens and security interests granted by the Loan Documents continue to be perfected under the Code or otherwise after giving
effect to the establishment of any such new Revolver Commitments and Maximum Revolver Amount.


 






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2.15
Joint and Several Liability of Borrowers.


 


(a)
Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial
accommodations to be provided by the Lender Group under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower
and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.


 


(b)
Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a
co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the
Obligations (including any Obligations arising under this Section 2.15), it being the intention of the parties hereto that
all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them.
Accordingly, each Borrower hereby waives any and all suretyship defenses that would otherwise be available to such Borrower under
applicable law.


 


(c)
If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due, whether
upon maturity, acceleration, or otherwise, or to perform any of the Obligations in accordance with the terms thereof, then in each such
event the other Borrowers will make such payment with respect to, or perform, such Obligations until such time as all of the Obligations
are paid in full, and without the need for demand, protest, or any other notice or formality.


 


(d)
The Obligations of each Borrower under the provisions of this Section 2.15 constitute the absolute and unconditional, full
recourse Obligations of each Borrower enforceable against each Borrower to the full extent of its properties and assets,
irrespective of the validity, regularity or enforceability of the provisions of this Agreement (other than this Section
2.15(d)) or any other circumstances whatsoever.


 


(e)
Without limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, each Borrower hereby
waives presentments, demands for performance, protests and notices, including notices of acceptance of its joint and several
liability, notice of any Revolving Loans or any Letters of Credit issued under or pursuant to this Agreement, notice of the
occurrence of any Default, Event of Default, notices of nonperformance, notices of protest, notices of dishonor, notices of
acceptance of this Agreement, notices of the existence, creation, or incurring of new or additional Obligations or other financial
accommodations or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by Agent or
Lenders under or in respect of any of the Obligations, any right to proceed against any other Borrower or any other Person, to
proceed against or exhaust any security held from any other Borrower or any other Person, to protect, secure, perfect, or insure any
security interest or Lien on any property subject thereto or exhaust any right to take any action against any other Borrower, any
other Person, or any collateral, to pursue any other remedy in any member of the Lender Group’s or any Bank Product
Provider’s power whatsoever, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by
applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise
provided in this Agreement), any right to assert against any member of the Lender Group or any Bank Product Provider, any defense
(legal or equitable), set-off, counterclaim, or claim which each Borrower may now or at any time hereafter have against any other
Borrower or any other party liable to any member of the Lender Group or any Bank Product Provider, any defense, set-off,
counterclaim, or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection,
sufficiency, validity, or enforceability of the Obligations or any security therefor, and any right or defense arising by reason of
any claim or defense based upon an election of remedies by any member of the Lender Group or any Bank Product Provider including any
defense based upon an impairment or elimination of such Borrower’s rights of subrogation, reimbursement, contribution, or
indemnity of such Borrower against any other Borrower. Without limiting the generality of the foregoing, each Borrower hereby
assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the
acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other
action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or
satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Agent or
Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or
times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower.
Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on
the part of any Agent or Lender with respect to the failure by any Borrower to comply with any of its respective Obligations,
including any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or
regulations thereunder, which might, but for the provisions of this Section 2.15 afford grounds for terminating, discharging
or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.15, it being the intention
of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of each Borrower under this Section
2.15 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each
Borrower under this Section 2.15 shall not be diminished or rendered unenforceable by any winding up, reorganization,
arrangement, liquidation, reconstruction or similar proceeding with respect to any other Borrower or any Agent or Lender. Each of
the Borrowers waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability
hereunder or the enforcement hereof. Any payment by any Borrower or other circumstance which operates to toll any statute of
limitations as to any Borrower shall operate to toll the statute of limitations as to each of the Borrowers. Each of the Borrowers
waives any defense based on or arising out of any defense of any Borrower or any other Person, other than payment of the Obligations
to the extent of such payment, based on or arising out of the disability of any Borrower or any other Person, or the validity,
legality, or unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the
liability of any Borrower other than payment of the Obligations to the extent of such payment. Agent may, at the election of the
Required Lenders, foreclose upon any Collateral held by Agent by one or more judicial or nonjudicial sales or other dispositions,
whether or not every aspect of any such sale is commercially reasonable or otherwise fails to comply with applicable law or may
exercise any other right or remedy Agent, any other member of the Lender Group, or any Bank Product Provider may have against any
Borrower or any other Person, or any security, in each case, without affecting or impairing in any way the liability of any of the
Borrowers hereunder except to the extent the Obligations have been paid.


 






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(f)
Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of
Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the
Obligations. Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the
terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of
Borrowers’ financial condition and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the
Obligations.


 


(g)
The provisions of this Section 2.15 are made for the benefit of Agent, each member of the Lender Group, each Bank Product
Provider, and their respective successors and assigns, and may be enforced by it or them from time to time against any or all
Borrowers as often as occasion therefor may arise and without requirement on the part of Agent, any member of the Lender Group, any
Bank Product Provider, or any of their successors or assigns first to marshal any of its or their claims or to exercise any of its
or their rights against any Borrower or to exhaust any remedies available to it or them against any Borrower or to resort to any
other source or means of obtaining payment of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section
2.15 shall remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any
time, any payment, or any part thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or
returned by Agent or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower, or otherwise, the provisions of
this Section 2.15 will forthwith be reinstated in effect, as though such payment had not been made.


 


(h)
Each Borrower hereby agrees that it will not enforce any of its rights that arise from the existence, payment, performance or
enforcement of the provisions of this Section 2.15, including rights of subrogation, reimbursement, exoneration, contribution
or indemnification and any right to participate in any claim or remedy of Agent, any other member of the Lender Group, or any Bank
Product Provider against any Borrower, whether or not such claim, remedy or right arises in equity or under contract, statute or
common law, including the right to take or receive from any Borrower, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security solely on account of such claim, remedy or right, unless and until such time as
all of the Obligations have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect
to any payments to any Agent or any member of the Lender Group hereunder or under any of the Bank Product Agreements are hereby
expressly made subordinate and junior in right of payment, without limitation as to any increases in the Obligations arising
hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower,
its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or
distribution of any character, whether in cash, securities or other property, shall be made to any other Borrower therefor. If any
amount shall be paid to any Borrower in violation of the immediately preceding sentence, such amount shall be held in trust for the
benefit of Agent, for the benefit of the Lender Group and the Bank Product Providers, and shall forthwith be paid to Agent to be
credited and applied to the Obligations and all other amounts payable under this Agreement, whether matured or unmatured, in
accordance with the terms of this Agreement, or to be held as Collateral for any Obligations or other amounts payable under this
Agreement thereafter arising. Notwithstanding anything to the contrary contained in this Agreement, no Borrower may exercise any
rights of subrogation, contribution, indemnity, reimbursement or other similar rights against, and may not proceed or seek recourse
against or with respect to any property or asset of, any other Borrower (the “Foreclosed Borrower”), including
after payment in full of the Obligations, if all or any portion of the Obligations have been satisfied in connection with an
exercise of remedies in respect of the Equity Interests of such Foreclosed Borrower whether pursuant to this Agreement or
otherwise.


 


(i)
Each of the Borrowers hereby acknowledges and affirms that it understands that to the extent the Obligations are secured by Real
Property located in California, the Borrowers shall be liable for the full amount of the liability hereunder notwithstanding the
foreclosure on such Real Property by trustee sale or any other reason impairing such Borrower’s right to proceed against any
other Loan Party. In accordance with Section 2856 of the California Civil Code or any similar laws of any other applicable
jurisdiction, each of the Borrowers hereby waives until such time as the Obligations have been paid in full:


 


(i)
all rights of subrogation, reimbursement, indemnification, and contribution and any other rights and defenses that are or may become
available to the Borrowers by reason of Sections 2787 to 2855, inclusive, 2899, and 3433 of the California Civil Code or any similar
laws of any other applicable jurisdiction;


 






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(ii)
all rights and defenses that the Borrowers may have because the Obligations are secured by Real Property located in California,
meaning, among other things, that: (A) Agent, the other members of the Lender Group, and the Bank Product Providers may collect from
the Borrowers without first foreclosing on any real or personal property collateral pledged by any Loan Party, and (B) if Agent, on
behalf of the Lender Group, forecloses on any Real Property collateral pledged by any Loan Party, (1) the amount of the Obligations
may be reduced only by the price for which that collateral is sold at the foreclosure sale, even if the collateral is worth more
than the sale price, and (2) the Lender Group may collect from the Loan Parties even if, by foreclosing on the Real Property
collateral, Agent or the other members of the Lender Group have destroyed or impaired any right the Borrowers may have to collect
from any other Loan Party, it being understood that this is an unconditional and irrevocable waiver of any rights and defenses the
Borrowers may have because the Obligations are secured by Real Property (including, without limitation, any rights or defenses based
upon Sections 580a, 580d, or 726 of the California Code of Civil Procedure or any similar laws of any other applicable
jurisdiction); and


 


(iii)
all rights and defenses arising out of an election of remedies by Agent, the other members of the Lender Group, and the Bank Product
Providers, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for the Obligations,
has destroyed the Borrowers’ rights of subrogation and reimbursement against any other Loan Party by the operation of Section
580d of the California Code of Civil Procedure or any similar laws of any other applicable jurisdiction or otherwise.


 


3.
CONDITIONS; TERM OF AGREEMENT.


 


3.1 Conditions
Precedent to the Initial Extension of Credit. The obligation of each Lender to make the initial extensions of credit
provided for hereunder is subject to the fulfillment, to the satisfaction of Agent and each Lender, of each of the conditions
precedent set forth on Schedule 3.1 to this Agreement (the making of such initial extensions of credit by a Lender being
conclusively deemed to be its satisfaction or waiver of the conditions precedent).


 


3.2 Conditions
Precedent to all Extensions of Credit. The obligation of the Lender Group (or any member thereof) to make any Revolving
Loans hereunder (or to extend any other credit hereunder) at any time shall be subject to the following conditions precedent:


 


(a) the representations
and warranties of each Loan Party or its Subsidiaries contained in this Agreement or in the other Loan Documents shall be true and
correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text thereof) on and as of the date of such extension of
credit, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an
earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that such
materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by
materiality in the text thereof) as of such earlier date); and


 


(b)
no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall either
result from the making thereof.


 


3.3 Maturity.
The Revolver Commitments shall continue in full force and effect for a term ending on the Maturity Date (unless terminated earlier
in accordance with the terms hereof).


 






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3.4 Effect
of Maturity. On the Maturity Date, all commitments of the Lender Group to provide additional credit hereunder shall
automatically be terminated and all of the Obligations (other than Hedge Obligations) immediately shall become due and payable
without notice or demand and Borrowers shall be required to repay all of the Obligations (other than Hedge Obligations) in full. No
termination of the obligations of the Lender Group (other than payment in full of the Obligations and termination of the Revolver
Commitments) shall relieve or discharge any Loan Party of its duties, obligations, or covenants hereunder or under any other Loan
Document and Agent’s Liens in the Collateral shall continue to secure the Obligations and shall remain in effect until all
Obligations have been paid in full. When all of the Obligations have been paid in full, Agent will, at Borrowers’ sole
expense, execute and deliver any termination statements, lien releases, discharges of security interests, and other similar
discharge or release documents (and, if applicable, in recordable form) as are reasonably necessary to release, as of record,
Agent’s Liens and all notices of security interests and liens previously filed by Agent.


 


3.5 Early
Termination by Borrowers. Borrowers have the option, at any time upon five Business Days prior written notice to Agent, to
repay all of the Obligations in full and terminate the Revolver Commitments. The foregoing notwithstanding, (a) Borrowers may
rescind termination notices relative to proposed payments in full of the Obligations with the proceeds of third party Indebtedness
if the closing for such issuance or incurrence does not happen on or before the date of the proposed termination (in which case, a
new notice shall be required to be sent in connection with any subsequent termination), and (b) Borrowers may extend the date of
termination at any time with the consent of Agent (which consent shall not be unreasonably withheld or delayed).


 


3.6 Conditions
Subsequent. The obligation of the Lender Group (or any member thereof) to continue to make Revolving Loans (or otherwise
extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the conditions subsequent set
forth on Schedule 3.6 to this Agreement (the failure by Borrowers to so perform or cause to be performed such conditions
subsequent as and when required by the terms thereof (unless such date is extended, in writing, by Agent, which Agent may do without
obtaining the consent of the other members of the Lender Group), shall constitute an Event of Default).


 


4.
REPRESENTATIONS AND WARRANTIES.


 


In order to induce the Lender Group to enter into this Agreement,
each Borrower makes the following representations and warranties to the Lender Group which shall be true, correct, and complete, in all
material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already
are qualified or modified by materiality in the text thereof), as of the Closing Date, and shall be true, correct, and complete, in all
material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already
are qualified or modified by materiality in the text thereof), as of the date of the making of each Revolving Loan (or other extension
of credit) made thereafter, as though made on and as of the date of such Revolving Loan (or other extension of credit) (except to the
extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall
be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date), and such representations
and warranties shall survive the execution and delivery of this Agreement:


 


4.1
Due Organization and Qualification; Subsidiaries.


 


(a)
Each Loan Party and each of its Subsidiaries (i) is duly organized and existing and in good standing under the laws of the
jurisdiction of its organization, (ii) is qualified to do business in any state where the failure to be so qualified could
reasonably be expected to result in a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate
its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Loan Documents to which
it is a party and to carry out the transactions contemplated thereby.


 






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(b)
Set forth on Schedule 4.1(b) to this Agreement (as such Schedule may be updated from time to time pursuant to Schedule
5.1 to reflect changes resulting from transactions permitted under this Agreement) is a complete and accurate description of the
authorized Equity Interests of each Loan Party, by class, and, as of the Closing Date, a description of the number of shares of each
such class that are issued and outstanding.


 


(c)
Set forth on Schedule 4.1(c) to this Agreement (as such Schedule may be updated from time to time pursuant to Schedule 5.1 to
reflect changes resulting from transactions permitted under this Agreement), is a complete and accurate list of the Loan
Parties’ direct and indirect Subsidiaries and Permitted Joint Ventures, showing: (i) the number of shares of each class of
common and preferred Equity Interests authorized for each of such Subsidiaries and Permitted Joint Ventures, and (ii) the number and
the percentage of the outstanding shares of each such class owned directly or indirectly by each applicable Loan Party. All of the
outstanding Equity Interests of each such Subsidiary and each such Permitted Joint Venture has been validly issued and is fully paid
and non-assessable.


 


(d)
Except as set forth on Schedule 4.1(d) to this Agreement (as such Schedule may be updated from time to time pursuant to Schedule
5.1 to reflect changes resulting from transactions permitted under this Agreement), there are no subscriptions, options,
warrants, or calls relating to any shares of any Loan Party’s or any of its Subsidiaries’ Equity Interests, including
any right of conversion or exchange under any outstanding security or other instrument. Except as set forth on Schedule
4.1(d) to this Agreement (as such Schedule may be updated from time to time pursuant to Schedule 5.1 to reflect changes
resulting from transactions permitted under this Agreement), no Loan Party is subject to any obligation (contingent or otherwise) to
repurchase or otherwise acquire or retire any shares of its Equity Interests or any security convertible into or exchangeable for
any of its Equity Interests.


 


4.2
Due Authorization; No Conflict.


 


(a)
As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party have
been duly authorized by all necessary action on the part of such Loan Party.


 


(b)
As to each Loan Party, the execution, delivery, and performance by such Loan Party of the Loan Documents to which it is a party do
not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or
its Subsidiaries, the Governing Documents of any Loan Party or its Subsidiaries, or any order, judgment, or decree of any court or
other Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) conflict with, result in a breach of, or constitute
(with due notice or lapse of time or both) a default under any Material Contract of any Loan Party or its Subsidiaries where any
such conflict, breach or default could individually or in the aggregate reasonably be expected to have a Material Adverse Effect,
(iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other
than Permitted Liens, or (iv) require any approval of any holder of Equity Interests of a Loan Party or any approval or consent of
any Person under any Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are
still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain could not
individually or in the aggregate reasonably be expected to cause a Material Adverse Effect.


 


4.3 Governmental
Consents. The execution, delivery, and performance by each Loan Party of the Loan Documents to which such Loan Party is a
party and the consummation of the transactions contemplated by the Loan Documents do not and will not require any registration with,
consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than registrations, consents,
approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings and
recordings with respect to the Collateral to be made, or otherwise delivered to Agent for filing or recordation, as of the Closing
Date.


 






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4.4
Binding Obligations; Perfected Liens.


 


(a)
Each Loan Document has been duly executed and delivered by each Loan Party that is a party thereto and is the legally valid and
binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as
enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws
relating to or limiting creditors’ rights generally.


 


(b)
Agent’s Liens are validly created, perfected (other than (i) in respect of motor vehicles that are subject to a certificate of
title, (ii) money, (iii) letter-of-credit rights (other than supporting obligations), (iv) commercial tort claims (other than those
that, by the terms of the Guaranty and Security Agreement, are required to be perfected), and (v) any Deposit Accounts and
Securities Accounts not subject to a Control Agreement as permitted by Section 7(k)(iv) of the Guaranty and Security
Agreement, and subject only to the filing of financing statements, the recordation of the Copyright Security Agreement, and the
recordation of the Mortgages, in each case, in the appropriate filing offices), and first priority Liens, subject only to Permitted
Liens which are non-consensual Permitted Liens, permitted purchase money Liens, or the interests of lessors under Capital
Leases.


 


4.5
Title to Assets; No Encumbrances. Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title
to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal
property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected
in their most recent financial statements delivered pursuant to Section 5.1, which are the assets necessary to own and operate
its business as presently conducted and as anticipated to be conducted, in each case except for assets disposed of since the date of
such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.


 


4.6
Litigation.


 


(a)
There are no actions, suits, or proceedings pending or, to the knowledge of any Borrower, after due inquiry, threatened in writing
against a Loan Party or any of its Subsidiaries that either individually or in the aggregate could reasonably be expected to result
in a Material Adverse Effect.


 


(b) Schedule
4.6(b) to this Agreement sets forth a complete and accurate description of each of the actions, suits, or proceedings with
asserted liabilities in excess of, or that could reasonably be expected to result in liabilities in excess of, $1,000,000 that, as
of the Closing Date, is pending or, to the knowledge of any Borrower, after due inquiry, threatened against a Loan Party or any of
its Subsidiaries.


 


(c)
There is no pending (or, to the knowledge of any Borrower, threatened) Health Care Proceeding commenced, brought, conducted or heard
by or before, or otherwise involving, any Governmental Authority or arbitrator against or affecting any Loan Party or any Subsidiary
of any Loan Party, that either individually or in the aggregate could reasonably be expected to result in a Material Adverse Effect.
There are no facts, circumstances or conditions that would reasonably be expected to form the basis for any such Health Care
Proceeding against or affecting any Loan Party or any Subsidiary of any Loan Party, that either individually or in the aggregate
could reasonably be expected to result in a Material Adverse Effect.


 






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4.7 Compliance
with Laws. No Loan Party nor any of its Subsidiaries (a) is in violation of any applicable laws, rules, regulations,
executive orders, or codes (including Environmental Laws and Health Care Laws) that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect, or (b) is subject to or in default with respect to any final
judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental
department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.


 


4.8 No
Material Adverse Effect. All historical financial statements relating to the Loan Parties and their Subsidiaries that have
been delivered by Borrowers to Agent have been prepared in accordance with GAAP (except, in the case of unaudited financial
statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects,
the Loan Parties’ and their Subsidiaries’ consolidated financial condition as of the date thereof and results of
operations for the period then ended. Since November 30, 2016, no event, circumstance, or change has occurred that has or could
reasonably be expected to result in a Material Adverse Effect.


 


4.9
Solvency.


 


(a)
Each Loan Party is Solvent.


 


(b)
No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connection with the
transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present
or future creditors of such Loan Party.


 


4.10 Employee
Benefits. No Loan Party, none of their Subsidiaries, nor any of their ERISA Affiliates maintains or contributes to any
Benefit Plan.


 


4.11 Environmental
Condition. Except as set forth on Schedule 4.11 to this Agreement, (a) to each Borrower’s knowledge, no Loan
Party’s nor any of its Subsidiaries’ properties or assets has ever been used by a Loan Party, its Subsidiaries, or by
previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous
Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material
respect, of any applicable Environmental Law, (b) to each Borrower’s knowledge, no Loan Party’s nor any of its
Subsidiaries’ properties or assets has ever been designated or identified in any manner pursuant to any environmental
protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received notice that a
Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or
its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject
to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or
Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse
Effect.


 


4.12 Complete
Disclosure. All factual information taken as a whole (other than forward-looking information and projections and information
of a general economic nature and general information about the industry of any Loan Party or its Subsidiaries) furnished by or on
behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender (including all information contained in the Schedules
hereto or in the other Loan Documents) for purposes of or in connection with this Agreement or the other Loan Documents, and all
other such factual information taken as a whole (other than forward-looking information and projections and information of a general
economic nature and general information about the industry of any Loan Party or its Subsidiaries) hereafter furnished by or on
behalf of a Loan Party or its Subsidiaries in writing to Agent or any Lender will be, true and accurate, in all material respects,
on the date as of which such information is dated or certified and not incomplete by omitting to state any fact necessary to make
such information (taken as a whole) not misleading in any material respect at such time in light of the circumstances under which
such information was provided. The Projections delivered to Agent on November 1, 2016, represent, and as of the date on which any
other Projections are delivered to Agent, such additional Projections represent, Borrowers’ good faith estimate, on the date
such Projections are delivered, of the Loan Parties’ and their Subsidiaries’ future performance for the periods covered
thereby based upon assumptions believed by Borrowers to be reasonable at the time of the delivery thereof to Agent (it being
understood that such Projections are subject to significant uncertainties and contingencies, many of which are beyond the control of
the Loan Parties and their Subsidiaries, and no assurances can be given that such Projections will be realized, and although
reflecting Borrowers’ good faith estimate, projections or forecasts based on methods and assumptions which Borrowers believed
to be reasonable at the time such Projections were prepared, are not to be viewed as facts, and that actual results during the
period or periods covered by the Projections may differ materially from projected or estimated results).


 






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4.13 Patriot
Act. To the extent applicable, each Loan Party is in compliance, in all material respects, with the (a) Trading with the
Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (b) Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001, as amended) (the
“Patriot Act”).


 


4.14 Indebtedness.
Set forth on Schedule 4.14 to this Agreement is a true and complete list of all Indebtedness of each Loan Party and each of
its Subsidiaries outstanding immediately prior to the Closing Date that is to remain outstanding immediately after giving effect to
the closing hereunder on the Closing Date and such Schedule accurately sets forth the aggregate principal amount of such
Indebtedness as of the Closing Date.


 


4.15 Payment
of Taxes. Except as set forth on Schedule 4.15 or as otherwise permitted under Section 5.5, all Tax returns
and reports of each Loan Party and its Subsidiaries required to be filed by any of them have been timely filed, and all Taxes shown
on such Tax returns to be due and payable and all other Taxes upon a Loan Party and its Subsidiaries and upon their respective
assets, income, businesses and franchises that are due and payable have been paid when due and payable. Each Loan Party and each of
its Subsidiaries have made adequate provision in accordance with GAAP for all Taxes not yet due and payable. No Borrower knows of
any proposed Tax assessment against a Loan Party or any of its Subsidiaries that is not being actively contested by such Loan Party
or such Subsidiary diligently, in good faith, and by appropriate proceedings; provided, that such reserves or other
appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.


 


4.16 Margin
Stock. Neither any Loan Party nor any of its Subsidiaries owns any Margin Stock or is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the
proceeds of the loans made to Borrowers will be used to purchase or carry any Margin Stock or to extend credit to others for the
purpose of purchasing or carrying any Margin Stock or for any purpose that violates the provisions of Regulation T, U or X of the
Board of Governors. Neither any Loan Party nor any of its Subsidiaries expects to acquire any Margin Stock.


 






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4.17 Governmental
Regulation. No Loan Party nor any of its Subsidiaries is subject to regulation under the Federal Power Act or the Investment
Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or
which may otherwise render all or any portion of the Obligations unenforceable. No Loan Party nor any of its Subsidiaries is a
“registered investment company” or a company “controlled” by a “registered investment company”
or a “principal underwriter” of a “registered investment company” as such terms are defined in the
Investment Company Act of 1940.


 


4.18 Privacy
and Information Security. Except as set forth on Schedule 4.18, each Loan Party and each of its Subsidiaries
complies, and during the past six years has complied, in all material respects with (i) HIPAA and Other Privacy Laws, (ii) their
privacy policies and notices, and (iii) all contracts relating to Processing of Personal Information. No Loan Party nor any of its
Subsidiaries, nor, to the knowledge of any Loan Party, any other Person, has received any notice, allegation, complaint or other
communication, and to the knowledge of any Loan Party, there is no pending investigation by any Governmental Authority or payment
card association, regarding any actual or possible violation of HIPAA and Other Privacy Laws by or with respect to any Loan Party or
any of its Subsidiaries. To the knowledge of each Loan Party, after reasonable investigation, no Loan Party nor any of its
Subsidiaries has suffered a security breach with respect to any of Personal Information and there has been no unauthorized or
illegal use of or access to any Personal Information. Except as set forth on Schedule 4.18, no Loan Party nor any of its
Subsidiaries has notified, or been required to notify, any Person of any information security breach involving Personal Information.
Each Loan Party and its Subsidiaries employ commercially reasonable security measures that comply in all material respects with
HIPAA and Other Privacy Laws to protect Personal Information within their custody or control and require the same of all vendors
that Process Personal Information on their behalf. Each Loan Party and its Subsidiaries have provided all requisite notices and
obtained all required consents, and satisfied all other requirements (including notification to Governmental Authorities), necessary
for such Loan Party’s or such Subsidiary’s Processing (including international and onward transfer) of all Personal
Information in connection with the conduct of the business as currently conducted and in connection with the consummation of the
transactions contemplated hereunder.


 


4.19 OFAC;
Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. No Loan Party or any of its Subsidiaries is in violation of any
Sanctions. No Loan Party nor any of its Subsidiaries nor, to the knowledge of such Loan Party, any director, officer, employee,
agent or Affiliate of such Loan Party or such Subsidiary (a) is a Sanctioned Person or a Sanctioned Entity, (b) has any assets
located in Sanctioned Entities, or (c) derives revenues from investments in, or transactions with Sanctioned Persons or Sanctioned
Entities. Each of the Loan Parties and its Subsidiaries has implemented and maintains in effect policies and procedures designed to
ensure compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the Loan Parties and its
Subsidiaries, and to the knowledge of each such Loan Party, each director, officer, employee, agent and Affiliate of each such Loan
Party and each such Subsidiary, is in compliance with all Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. No
proceeds of any Loan made or Letter of Credit issued hereunder will be used to fund any operations in, finance any investments or
activities in, or make any payments to, a Sanctioned Person or a Sanctioned Entity, or otherwise used in any manner that would
result in a violation of any Sanction, Anti-Corruption Law or Anti-Money Laundering Law by any Person (including any Lender, Bank
Product Provider, or other individual or entity participating in any transaction).


 






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4.20 Employee
and Labor Matters. There is (i) no unfair labor practice complaint pending or, to the knowledge of any Borrower, threatened
against any Loan Party or its Subsidiaries before any Governmental Authority and no grievance or arbitration proceeding pending or
threatened against any Loan Party or its Subsidiaries which arises out of or under any collective bargaining agreement and that
could reasonably be expected to result in a material liability, (ii) no strike, labor dispute, slowdown, stoppage or similar action
or grievance pending or threatened in writing against any Loan Party or its Subsidiaries that could reasonably be expected to result
in a material liability, or (iii) to the knowledge of any Borrower, after due inquiry, no union representation question existing
with respect to the employees of any Loan Party or its Subsidiaries and no union organizing activity taking place with respect to
any of the employees of any Loan Party or its Subsidiaries. None of any Loan Party or its Subsidiaries has incurred any liability or
obligation under the Worker Adjustment and Retraining Notification Act or similar state law, which remains unpaid or unsatisfied.
The hours worked and payments made to employees of each Loan Party and its Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable legal requirements, except to the extent such violations could not, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect. All material payments due from any Loan Party or its
Subsidiaries on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a
liability on the books of Parent, except where the failure to do so could not, individually or in the aggregate, reasonably be
expected to result in a Material Adverse Effect.


 


4.21 Leases.
Each Loan Party and its Subsidiaries enjoy peaceful and undisturbed possession under all leases material to their business and to
which they are parties or under which they are operating, and, subject to Permitted Protests, all of such material leases are valid
and subsisting and no material default by the applicable Loan Party or its Subsidiaries exists under any of them.


 


4.22 Eligible
Accounts; Eligible Unbilled Accounts. As to each Account that is identified by Borrowers as an Eligible Account or an
Eligible Unbilled Account in a Borrowing Base Certificate submitted to Agent, such Account is (a) a bona fide existing payment
obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such
Account Debtor in the ordinary course of a Borrower’s business, (b) owed to a Borrower without any known defenses, disputes,
offsets, counterclaims, or rights of return or cancellation, and (c) not excluded as ineligible by virtue of one or more of the
excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Accounts or Eligible
Unbilled Accounts, as applicable.


 


4.23 Material
Contracts. Set forth on Schedule 4.23 (as such Schedule may be updated from time to time in accordance herewith) is a
reasonably detailed description of the Material Contracts of each Loan Party and its Subsidiaries as of the most recent date on
which Parent provided the Compliance Certificate pursuant to Section 5.1; provided, that Borrowers may amend Schedule
4.23 to add additional Material Contracts so long as such amendment occurs by written notice to Agent on the date that Parent
provides the Compliance Certificate. Except for matters which, either individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, each Material Contract (other than those that have expired at the end of their
normal terms) (a) is in full force and effect and is binding upon and enforceable against the applicable Loan Party or its
Subsidiary and, to each Borrower’s knowledge, after due inquiry, each other Person that is a party thereto in accordance with
its terms, (b) has not been otherwise amended or modified (other than amendments or modifications permitted by Section
6.6(b)), and (c) is not in default due to the action or inaction of the applicable Loan Party or its Subsidiary.


 


4.24 Convertible
Notes Documents. Set forth on Schedule 4.24 is a list of all Convertible Notes Documents as of the ClosingFirst
Amendment Date. As of the ClosingFirst
Amendment Date, Borrowers have delivered to Agent complete and correct copies of the Convertible Notes Documents. As of
the ClosingFirst Amendment Date, no Loan
Party which is a party thereto is in default in the performance or compliance with any provisions of any of the Convertible Notes
Documents, and the Convertible Notes Documents comply in all material respects with all applicable laws. Each of the Convertible
Notes Documents is in full force and effect and has not been terminated, rescinded or withdrawn as of the ClosingFirst
Amendment Date. The execution, delivery and performance of the Convertible Notes Documents do not and will not require
any registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than (y)
consents or approvals that have been obtained and that are still in full force and effect, and (z) consents or approvals the failure
of which to obtain could not reasonably be expected to be (A) materially adverse to the business, operations, or financial condition
of the Loan Parties and their Subsidiaries or (B) materially adverse to the interests of Agent or the Lenders.


 






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4.25 Hedge
Agreements. On each date that any Hedge Agreement is executed by any Hedge Provider, Parent and each other Loan Party
satisfy all eligibility, suitability and other requirements under the Commodity Exchange Act (7 U.S.C. § 1, et seq., as in
effect from time to time) and the Commodity Futures Trading Commission regulations.


 


4.26
Health Care Matters.


 


(a)
Each Loan Party and its Subsidiaries is, and during the last three years has been, in compliance with all Health Care Laws
applicable to it and its assets, business or operations. No Loan Party nor any of its Subsidiaries is subject to the Stark Law or
any state self-referral Law. No Loan Party nor any of its Subsidiaries participates in or receives reimbursement from any Government
Reimbursement Program. No Loan Party nor any of its Subsidiaries, directors, officers, employees or,any equityholder of 5% or more
of a Loan Party has been debarred under the provisions of 21 U.S.C. §§ 335a(a) or (b), or excluded from participation in
any Government Reimbursement Program under 42 U.S.C. § 1320a-7. Each Loan Party and its Subsidiaries holds in full force and
effect all Health Care Permits necessary for it to own, lease, sublease or operate its assets under applicable Health Care Laws or
to conduct its business and operations as presently conducted. To the extent required or customary in the industry in which it is
engaged, each Loan Party and its Subsidiaries has obtained and maintains in good standing and without limitation or impairment
accreditation from all generally recognized accreditation agencies. No circumstance exists or event has occurred which could
reasonably be expected to result in the suspension, revocation, termination, restriction, limitation, modification or non-renewal of
any Health Care Permit held by any Loan Party or any of its Subsidiaries.


 


(b) No
Loan Party nor any of its Subsidiaries, nor any officer, affiliate or managing employee of any Loan Party or any Subsidiary of a
Loan Party, has (i) offered or paid or solicited or received any remuneration, in cash or in kind, or made any financial
arrangements, in material violation of any applicable Health Care Law; (ii) given any gift or gratuitous payment of any kind, nature
or description (whether in money, property or services) in material violation of any applicable Health Care Law; (iii) made any
contribution, payment or gift of funds or property to, or for the private use of, any governmental official, employee or agent where
either the contribution, payment or gift or the purpose of such contribution, payment or gift was illegal in any material respect
under the applicable laws of any Governmental Authority having jurisdiction over such payment, contribution or gift; (iv)
established or maintained any unrecorded fund or asset for any purpose or made any misleading, false or artificial entries on any of
its books or records in material violation of applicable Health Care Laws; (v) made any payment to any person with the intention
that any part of such payment would be in material violation of any applicable Health Care Law; or (vi) published or communicated to
any person using any Loan Party’s or its Subsidiary’s services any recommendation or suggestion regarding the use of any
drug or medical device for any use which is not an approved use as determined by the marketing authority granted by the FDA or the
equivalent Governmental Authority having jurisdiction.


 






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(c)
Each Loan Party and its Subsidiaries is in compliance in all material respects with HIPAA and Other Privacy Laws, and has taken
commercially reasonable steps, consistent with industry standards, and to the extent required by applicable law, such that patient,
health, protected or personally identifiable information is protected against unauthorized access, use, modification, disclosure or
other misuse. Except as set forth on Schedule 4.26(c), no Loan Party nor any of its Subsidiaries has, within the past six
years, suffered any breach of unsecured protected health information or other personally identifiable information, received any
written notice from the Office for Civil Rights for the U.S. Department of Health and Human Services or any other Governmental
Authority regarding any allegation regarding its failure to comply with HIPAA and Other Privacy Laws, nor made any notification of
such a breach or failure to the media or to any Governmental Authority (including the Secretary of the U.S. Department of Health and
Human Services, the Federal Trade Commission, a state attorney general or a national, provincial or regional data protection
authority in any other applicable jurisdiction) pursuant to HIPAA and Other Privacy Laws. Each Loan Party and its Subsidiaries, in
each case to the extent required by HIPAA and Other Privacy Laws, has undertaken reasonable surveys, audits, inventories, reviews,
analyses and/or assessments and remediated any deficiencies identified thereby, and have provided training with respect to
compliance with HIPAA and Other Privacy Laws to their “workforce” and, except where failure to do so would not
reasonably be expected to have individually or in the aggregate a Material Adverse Effect, has entered into a business associate
agreement with each third party acting as a “covered entity” or as a “business associate” or
“subcontractor” thereto (as such terms are defined in HIPAA). Each Loan Party and its Subsidiaries maintains a corporate
and health care regulatory compliance program (“RCP”) which fully addresses the requirements of HIPAA and Other
Privacy Laws.


 


(d)
No Loan Party nor any of its Subsidiaries, nor any owner, officer, director, partner, agent or managing employee of any Loan Party
or any Subsidiary of any Loan Party, is a party to or bound by any individual integrity agreement, corporate integrity agreement,
corporate compliance agreement, deferred prosecution agreement, or other formal or informal agreement with any Governmental
Authority concerning compliance with Health Care Laws, any Government Reimbursement Programs or the requirements of any Health Care
Permit.


 





4.27 Second Lien Loan Documents.
Borrowers have delivered to Agent a complete and correct copy of the Second Lien Loan Documents,
including all schedules and exhibits thereto. The execution, delivery and performance of each of the Second Lien Loan Documents has been
duly authorized by all necessary action on the part of each Loan Party who is a party thereto. Each Second Lien Loan Document is the
legal, valid and binding obligation of each Loan Party who is a party thereto, enforceable against such Loan Party in accordance with
its terms, in each case, except (i) as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws relating to or affecting generally the enforcement of creditors' rights, and (ii) the availability of the remedy of specific performance
or injunctive or other equitable relief is subject to the discretion of the court before which
any proceeding therefor may be brought.


 


5.
AFFIRMATIVE COVENANTS.


 


Each Borrower covenants and agrees that, until the termination of
all of the Revolver Commitments and payment in full of the Obligations:


 


5.1 Financial
Statements, Reports, Certificates. Borrowers (a) will deliver to Agent, with copies to each Lender, each of the financial
statements, reports, and other items set forth on Schedule 5.1 to this Agreement no later than the times specified therein,
(b) agree that each Loan Party and each of its Subsidiaries will have a fiscal year ending December 31 of each year, (c) agree to
maintain a system of accounting that enables Borrowers to produce financial statements in accordance with GAAP, and (d) agree that
they will, and will cause each other Loan Party to, (i) keep a reporting system that shows all additions, sales, claims, returns,
and allowances with respect to their and their Subsidiaries’ sales, and (ii) maintain their billing systems and practices
substantially as in effect as of the Closing Date and shall only make material modifications thereto with notice to, and with the
consent of, Agent.


 






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5.2 Reporting.
Borrowers (a) will deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the reports set forth on Schedule
5.2 to this Agreement at the times specified therein, and (b) agree to use commercially reasonable efforts in cooperation with
Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of
the items set forth on such Schedule.


 


5.3 Existence.
Except as otherwise permitted under Section 6.3 or Section 6.4, each Loan Party will, and will cause each of its
Subsidiaries to, at all times preserve and keep in full force and effect such Person’s valid existence and good standing in
its jurisdiction of organization and, except as could not reasonably be expected to result in a Material Adverse Effect, good
standing with respect to all other jurisdictions in which it is qualified to do business and any rights, franchises, permits,
licenses, accreditations, authorizations, or other approvals material to their businesses.


 


5.4 Maintenance
of Properties. Each Loan Party will, and will cause each of its Subsidiaries to, maintain and preserve all of its assets
that are necessary or useful in the proper conduct of its business in good working order and condition, ordinary wear, tear,
casualty, and condemnation and Permitted Dispositions excepted.


 


5.5 Taxes.
Each Loan Party will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the expiration of any
extension period all Taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income,
businesses, or franchises, other than Taxes not in excess of $500,000 outstanding at any time and other than to the extent that the
validity of such Tax is the subject of a Permitted Protest.


 


5.6 Insurance.
Each Loan Party will, and will cause each of its Subsidiaries to, at Borrowers’ expense, maintain business interruption
insurance and other insurance respecting each Loan Party’s and its Subsidiaries’ assets wherever located, covering
liabilities, losses or damages as are customarily are insured against by other Persons engaged in same or similar businesses and
similarly situated and located. All such policies of insurance shall be with financially sound and reputable insurance companies
acceptable to Agent (it being agreed that the companies providing insurance coverage to the Loan Parties as of the Closing Date are
acceptable to Agent) and in such amounts as is carried generally in accordance with sound business practice by companies in similar
businesses similarly situated and located and, in any event, in amount, adequacy, and scope reasonably satisfactory to Agent (it
being agreed that the amount, adequacy, and scope of the policies of insurance of Borrowers in effect as of the Closing Date are
acceptable to Agent). All property insurance policies are to be made payable to Agent for the benefit of Agent and the Lenders, as
their interests may appear, in case of loss, pursuant to a standard lender’s loss payable endorsement with a standard
non-contributory “lender” or “secured party” clause and are to contain such other provisions as Agent may
reasonably require to fully protect the Lenders’ interest in the Collateral and to any payments to be made under such
policies. All certificates of property and general liability insurance are to be delivered to Agent, with the lender’s loss
payable and additional insured endorsements in favor of Agent and shall provide for not less than thirty days (ten days in the case
of non-payment) prior written notice to Agent of the exercise of any right of cancellation. If any Loan Party or its Subsidiaries
fails to maintain such insurance, Agent may arrange for such insurance, but at Borrowers’ expense and without any
responsibility on Agent’s part for obtaining the insurance, the solvency of the insurance companies, the adequacy of the
coverage, or the collection of claims. Borrowers shall give Agent prompt notice of any loss exceeding $1,000,000 covered by the
casualty or business interruption insurance of any Loan Party or its Subsidiaries. Upon the occurrence and during the continuance of
an Event of Default, Agent shall have the sole right to file claims under any property and general liability insurance policies in
respect of the Collateral, to receive, receipt and give acquittance for any payments that may be payable thereunder, and to execute
any and all endorsements, receipts, releases, assignments, reassignments or other documents that may be necessary to effect the
collection, compromise or settlement of any claims under any such insurance policies.


 






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5.7
Inspection.


 


(a)
Each Loan Party will, and will cause each of its Subsidiaries to, permit Agent, any Lender, and each of their respective duly
authorized representatives or agents to visit any of its properties and inspect any of its assets or books and records, to examine
and make copies of its books and records, and to discuss its affairs, finances, and accounts with, and to be advised as to the same
by, its officers and employees (provided, that an authorized representative of a Borrower shall be allowed to be present) at
such reasonable times and intervals as Agent or any Lender, as applicable, may designate and, so long as no Default or Event of
Default has occurred and is continuing, with reasonable prior notice to Borrowers and during regular business hours, at
Borrowers’ expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section
5.7(c).


 


(b)
Each Loan Party will, and will cause each of its Subsidiaries to, permit Agent and each of its duly authorized representatives or
agents to conduct field examinations, appraisals or valuations at such reasonable times and intervals as Agent may designate, at
Borrowers’ expense in accordance with the provisions of the Fee Letter, subject to the limitations set forth below in Section
5.7(c).


 


(c)
So long as no Event of Default shall have occurred and be continuing during a calendar year, Borrowers shall not be obligated to
reimburse Agent for more than two field examinations in such calendar year (increasing to three field examinations if an Increased
Reporting Event has occurred during such calendar year or if, during the period between the Closing Date and the first anniversary
of the Closing Date, Liquidity is at any time less than $20,000,000), except for field examinations and appraisals conducted in
connection with a proposed Permitted Acquisition (whether or not consummated).


 


5.8 Compliance
with Laws. Each Loan Party will, and will cause each of its Subsidiaries to, comply with the requirements of all applicable
laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the
non-compliance with which, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.


 


5.9
Environmental. Each Loan Party will, and will cause each of its Subsidiaries to,  


 


(a)
Keep any property owned by any Loan Party or its Subsidiaries free of any Environmental Liens or post bonds or other financial
assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens,


 


(b)
Comply, in all material respects, with Environmental Laws and provide to Agent documentation of such compliance which Agent
reasonably requests,


 


(c)
Promptly notify Agent of any release of which any Loan Party has knowledge of a Hazardous Material in any reportable quantity from
or onto property owned or operated by any Loan Party or its Subsidiaries and take any Remedial Actions required to abate said
release or otherwise to come into compliance, in all material respects, with applicable Environmental Law, and


 


(d)
Promptly, but in any event within five Business Days of its receipt thereof, provide Agent with written notice of any of the
following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its
Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against a
Loan Party or its Subsidiaries, and (iii) written notice of a violation, citation, or other administrative order from a Governmental
Authority.


 






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5.10 Disclosure
Updates. Each Loan Party will, promptly and in no event later than ten Business Days after obtaining knowledge thereof,
notify Agent if any written information, exhibit, or report furnished to Agent or the Lenders contained, at the time it was
furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained
therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification
pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission
of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules
hereto.


 


5.11 Formation
of Subsidiaries. Each Loan Party will, at the time that any Loan Party forms any direct or indirect Subsidiary, or acquires
any direct or indirect Subsidiary after the Closing Date, within 30 days of such event (or such later date as permitted by Agent in
its sole discretion) (a) cause such new Subsidiary (i) if such Subsidiary is a Domestic Subsidiary and Administrative Borrower
requests, subject to the consent of Agent, that such Domestic Subsidiary be joined as a Borrower hereunder, to provide to Agent a
Joinder to this Agreement, and (ii) to provide to Agent a joinder to the Guaranty and Security Agreement, in each case, together
with such other security agreements (including Mortgages with respect to any Real Property owned in fee of such new Subsidiary with
a fair market value greater than $250,000), as well as appropriate financing statements (and with respect to all property subject to
a mortgage, fixture filings), all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent
a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide,
or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Security Agreement)
and appropriate certificates and powers or financing statements, pledging all of the direct or beneficial ownership interest in such
new Subsidiary held by any Loan Party in form and substance reasonably satisfactory to Agent; provided, that only 65% of the
total outstanding voting Equity Interests of any first tier Subsidiary of a Loan Party that is a CFC (and none of the Equity
Interests of any Subsidiary of such CFC) shall be required to be pledged (which pledge, if reasonably requested by Agent, shall be
governed by the laws of the jurisdiction of such Subsidiary), and (c) provide to Agent all other documentation, including the
Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion,
is appropriate with respect to the execution and delivery of the applicable documentation referred to above (including policies of
title insurance, flood certification documentation or other documentation with respect to all Real Property owned in fee and subject
to a mortgage). Any document, agreement, or instrument executed or issued pursuant to this Section 5.11 shall constitute a
Loan Document.


 


5.12
Further Assurances.


 


(a) Each
Loan Party will, and will cause each of the other Loan Parties to, at any time upon the reasonable request of Agent, execute or
deliver to Agent any and all financing statements, fixture filings, security agreements, pledges, assignments, mortgages, deeds of
trust, opinions of counsel, and all other documents (the “Additional Documents”) that Agent may reasonably
request in form and substance reasonably satisfactory to Agent, to create, perfect, and continue perfected or to better perfect
Agent’s Liens in all of the assets of each of the Loan Parties (whether now owned or hereafter arising or acquired, tangible
or intangible, real or personal) (other than any assets expressly excluded from the Collateral (as defined in the Guaranty and
Security Agreement) pursuant to Section 3 of the Guaranty and Security Agreement), to create and perfect Liens in favor of
Agent in any Real Property acquired by any other Loan Party with a fair market value in excess of $250,000 in accordance with the
requirements set forth in Section 7(i) of the Guaranty and Security Agreement, and in order to fully consummate all of the
transactions contemplated hereby and under the other Loan Documents; provided, that the foregoing shall not apply to any
Subsidiary of a Loan Party that is a CFC. To the maximum extent permitted by applicable law, if any Borrower or any other Loan Party
refuses or fails to execute or deliver any reasonably requested Additional Documents within a reasonable period of time not to
exceed five Business Days following the request to do so, each Borrower and each other Loan Party hereby authorizes Agent to execute
any such Additional Documents in the applicable Loan Party’s name and authorizes Agent to file such executed Additional
Documents in any appropriate filing office. In furtherance of, and not in limitation of, the foregoing, each Loan Party shall take
such actions as Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors and
are secured by substantially all of the assets of the Loan Parties, including all of the outstanding capital Equity Interests of
each Borrower (other than Parent except to the extent required in this Section 5.12) and its Subsidiaries (in each case,
other than with respect to any assets expressly excluded from the Collateral (as defined in the Guaranty and Security Agreement)
pursuant to Section 3 of the Guaranty and Security Agreement).


 






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(b)
In the event that a parent holding company is formed to hold the Equity Interests of Parent in connection with a proposed Qualifying
IPO or otherwise (such parent company herein referred to as “Holdco”), within ten days of such event (or such
later date as permitted by Agent in its sole discretion) Holdco shall (i) become a Loan Party and provide to Agent a joinder to the
Guaranty and Security Agreement, together with such other security agreements, as well as appropriate financing statements and
appropriate certificates and powers, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant
Agent a first priority Lien (subject to Permitted Liens) in and to the assets of Holdco (including a pledge of all of the direct or
beneficial ownership interest of Parent held by Holdco) and (ii) provide to Agent all other documentation, including the Governing
Documents of Holdco and one or more opinions of counsel reasonably satisfactory to Agent, which, in its opinion, is appropriate with
respect to the execution and delivery of the applicable documentation referred to above.


 


5.13 Lender
Meetings. Parent will, within 90 days after the close of each fiscal year of Parent, at the request of Agent or of the
Required Lenders and upon reasonable prior notice, hold a meeting (at a mutually agreeable location and time or, at the option of
Agent, by conference call) with all Lenders who choose to attend such meeting at which meeting shall be reviewed the financial
results of the previous fiscal year and the financial condition of the Loan Parties and their Subsidiaries and the projections
presented for the current fiscal year of Parent.


 


5.14
[Reserved].


 


5.15 OFAC;
Sanctions; Anti-Corruption Laws; Anti-Money Laundering Laws. Each Loan Party will, and will cause each of its Subsidiaries
to, comply in all material respects with all applicable Sanctions, Anti-Corruption Laws and Anti-Money Laundering Laws. Each of the
Loan Parties and its Subsidiaries shall implement and maintain in effect policies and procedures designed to ensure compliance by
the Loan Parties and their Subsidiaries and their respective directors, officers, employees, agents and Affiliates with, and each of
the Loan Parties and their respective Subsidiaries and Affiliates shall comply with, all Sanctions, Anti-Corruption Laws and
Anti-Money Laundering Laws.


 


5.16
[Reserved].


 


5.17 Bank
Products. On or before the 90th day after the Closing DateAugust
9, 2017 (or such later date as permitted by Agent in its sole discretion), the Loan
Parties shall establish their primary depository and treasury management relationships with Wells Fargo or one or more of its Affiliates
and will maintain such depository and treasury management relationships at all times during the term of the Agreement.


 






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5.18
Compliance with Health Care Laws.


 


(a)
Each Loan Party and each of its Subsidiaries will comply in all material respects with all applicable Health Care Laws.


 


(b)
Each Loan Party and each of its Subsidiaries shall (i) obtain, maintain and preserve, and cause each of its Subsidiaries to obtain,
maintain and preserve, and take all necessary action to timely renew, all material Health Care Permits which are necessary or useful
in the proper conduct of its business and (ii) keep and maintain all records required to be maintained by any Governmental Authority
or otherwise under any Health Care Law.


 


(c)
Each Loan Party and each of its Subsidiaries shall maintain a RCP which addresses the requirements of Health Care Laws, including
HIPAA and Other Privacy Laws, and includes at least the following components: (i) standards of conduct and procedures that describe
compliance policies regarding laws with an emphasis on prevention of fraud and abuse; (ii) a specific officer within high-level
personnel identified as having overall responsibility for compliance with such standards and procedures; (iii) training and
education programs which effectively communicate the compliance standards and procedures to employees and agents, including fraud
and abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance
with such standards and procedures including publicizing a reporting system to allow employees and other agents to anonymously
report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of
compliance policies including discipline of individuals responsible for the failure to detect violations of the RCP; and (vi)
mechanisms to immediately respond to detected violations of the RCP. Each Loan Party and each of its Subsidiaries shall modify such
RCPs from time to time, as may be necessary to ensure continuing compliance with all applicable Health Care Laws. Upon request,
Agent (and/or its consultants) shall be permitted to review such RCPs.


 


5.19 Extension
of Non-Competition Periods under the Employment and Non-Compete Agreements.
Unless otherwise authorized in writing by Agent in its sole discretion, Parent shall extend for an additional year the
non-competition periods of each of Jeff Arnold, Justin Ferrero and Dawn Whaley in
accordance with Section V.I. of their respective Employment and Non-Compete Agreements.


 


6.
NEGATIVE COVENANTS.


 


Each Borrower covenants and agrees that, until the termination of
all of the Revolver Commitments and the payment in full of the Obligations:


 


6.1 Indebtedness.
Each Loan Party will not, and will not permit any of its Subsidiaries to, create, incur, assume, suffer to exist, guarantee, or
otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness.


 


6.2 Liens.
Each Loan Party will not, and will not permit any of its Subsidiaries to, create, incur, assume, or suffer to exist, directly or
indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or
profits therefrom, except for Permitted Liens.





 






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6.3
Restrictions on Fundamental Changes. Each Loan Party will not, and will not permit any of its Subsidiaries to,


 


(a)
other than in order to consummate a Permitted Acquisition, enter into any merger, consolidation, reorganization, or
recapitalization, or reclassify its Equity Interests, except for (i) any merger or consolidation between Loan Parties; provided,
that a Borrower must be the surviving entity of any such merger or consolidation to which it is a party and no merger or
consolidation may occur between Parent and any other Loan Party, (ii) any merger or consolidation between a Loan Party and a
Subsidiary of such Loan Party that is not a Loan Party so long as such Loan Party is the surviving entity of any such merger or
consolidation, and (iii) any merger or consolidation between Subsidiaries of any Loan Party that are not Loan Parties,


 


(b)
liquidate, wind up, or dissolve itself (or suffer any liquidation or dissolution), except for (i) the liquidation or dissolution of
non-operating Subsidiaries of any Loan Party with nominal assets and nominal liabilities, (ii) the liquidation or dissolution of a
Loan Party (other than Parent or any other Borrower) or any of its wholly-owned Subsidiaries so long as all of the assets (including
any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Subsidiary are transferred to a Loan Party
that is not liquidating or dissolving, or (iii) the liquidation or dissolution of a Subsidiary of any Loan Party that is not a Loan
Party (other than any such Subsidiary the Equity Interests of which (or any portion thereof) is subject to a Lien in favor of Agent)
so long as all of the assets of such liquidating or dissolving Subsidiary are transferred to a Subsidiary of a Loan Party that is
not liquidating or dissolving,


 


(c)
suspend or cease operating a substantial portion of its or their business, except (i) as permitted pursuant to clauses (a) or (b)
above or in connection with a transaction permitted under Section 6.4, or (ii) as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, or


 


(d)
change its classification/status for U.S. federal income tax purposes.


 


6.4 Disposal
of Assets. Other than Permitted Dispositions or transactions expressly permitted by Sections 6.3 or 6.9, each
Loan Party will not, and will not permit any of its Subsidiaries to, convey, sell, lease, license, assign, transfer, or otherwise
dispose of any of its or their assets.


 


6.5 Nature
of Business. Each Loan Party will not, and will not permit any of its Subsidiaries to, make any change in the nature of its
or their business as described in Schedule 6.5 to this Agreement or acquire any properties or assets that are not reasonably
related to the conduct of such business activities; provided, that the foregoing shall not prevent any Loan Party and its
Subsidiaries from engaging in any business that is reasonably related or ancillary to its or their business.


 






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6.6
Prepayments and Amendments. Each Loan Party will not, and will not permit any of its Subsidiaries to,


 


(a)
Except in connection with Refinancing Indebtedness permitted by Section 6.1,


 


(i)
optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any Loan Party or its Subsidiaries, other
than (A) the Obligations in accordance with this Agreement, (B) Hedge Obligations, (C) Permitted Intercompany Advances, (D) with
respect to any Permitted Disposition, the amount of any Permitted Indebtedness secured by any Permitted Lien on the asset subject to
such Permitted Disposition that is required to be, and is, repaid in connection with such Permitted Disposition, or (E) other
Indebtedness of the Loan Parties and their Subsidiaries (other than the Second Lien Indebtedness (and
any Refinancing Indebtedness in respect thereof), any Permitted Mezzanine
Debt (and any Refinancing Indebtedness in respect thereof), the 2013 Convertible Notes
Indebtedness (and any Refinancing Indebtedness in respect thereof), the 2016 Convertible
Notes Indebtedness, any Permitted Mezzanine Debt (and
any Refinancing Indebtedness in respect thereof), or any other Indebtedness that has been contractually subordinated in
right of payment to the Obligations), so long as (1) no Event of Default has occurred and is continuing or would result therefrom
and (2) Borrowers have Liquidity (x) at all times during the 90 consecutive days immediately preceding the date of such prepayment,
redemption, defeasance, purchase or other acquisition, calculated on a pro forma basis as if such prepayment, redemption,
defeasance, purchase or other acquisition had been made on the first day of such period, and (B) after giving effect to such
prepayment, redemption, defeasance, purchase or other acquisition, Borrowers shall have Liquidity of not less than $22,500,000,


 


(ii)
make any payment on account of the 2013 Convertible Notes Indebtedness (or any Refinancing Indebtedness
in respect thereof) if such payment is not permitted at such time under the 2013 Convertible Notes Intercreditor
Agreement,


 


(iii)
make any payment on account of the 2016 Convertible Notes Indebtedness (or any Refinancing Indebtedness
in respect thereof) if such payment is not permitted at such time under the 2016 Convertible Notes Intercreditor
Agreement,


 


(iv) make
any payment on account of the principal of any Second Lien Indebtedness (or any Refinancing
Indebtedness in respect thereof) if such payment is not permitted at such
time under the Second Lien Intercreditor Agreement,


 


(v) make
any payment on account of the principal of any Permitted Mezzanine Debt (or any Refinancing
Indebtedness in respect thereof) if such payment is not permitted at such time under the applicable Permitted Mezzanine
Debt Intercreditor Agreement,


 


(vi) (v)
so long as no Default or Event of Default has occurred and is continuing or would result therefrom, make any Permitted Joint Venture
Payment, or


 


(vii)
(vi) make any payment on account of other Indebtedness that has been contractually
subordinated in right of payment to the Obligations if such payment is not permitted at such time under subordination terms and conditions
applicable thereto, or 


 


(b)
Directly or indirectly, amend, modify, or change any of the terms or provisions of:


 


(i)
any agreement, instrument, document, indenture, or other writing evidencing or concerning Permitted Indebtedness other than (A) the
Obligations in accordance with this Agreement, (B) the Second Lien Loan Documents (or the documents
evidencing or concerning any Refinancing Indebtedness in respect thereof) in a manner not permitted by the terms of the Second Lien
Intercreditor Agreement, (C) the documents evidencing or concerning any Permitted Mezzanine Debt (or any
Refinancing Indebtedness in respect thereof) in a manner not permitted by the terms of the applicable Permitted Mezzanine
Debt Intercreditor Agreement, (CD)
the 2013 Convertible Notes Documents (or the documents evidencing or concerning any Refinancing
Indebtedness in respect thereof) in a manner not permitted by the terms of the 2013 Convertible Notes Intercreditor
Agreement, (DE) the 2016 Convertible Notes
Documents (or the documents evidencing or concerning any Refinancing Indebtedness in respect
thereof) in a manner not permitted by the terms of the 2016 Convertible Notes Intercreditor Agreement, (EF)
any other Indebtedness that has been contractually subordinated in right of payment to the Obligations to the extent permitted by
the subordination agreements relative to such Indebtedness, (FG)
Hedge Obligations, (GH)
Permitted Intercompany Advances, and (HI) other
Permitted Indebtedness so long as such Indebtedness continues to be Permitted Indebtedness after giving effect to such amendments,
modifications or changes, or


 






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(ii)
the Governing Documents of any Loan Party or any of its Subsidiaries if the effect thereof, either individually or in the aggregate,
could reasonably be expected to be materially adverse to the interests of the Lenders could reasonably be expected to be materially
adverse to the interests of the Lenders, or


 


(iii)
any Material Contract if the effect thereof, either individually or in the aggregate, could reasonably be expected to be materially
adverse to the interests of the Lenders.


 


6.7 Restricted
Payments. Each Loan Party will not, and will not permit any of its Subsidiaries to, make any Restricted Payment; provided,
that so long as it is permitted by law,


 


(a)
so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Parent may make distributions
to former employees, officers, or directors of Parent (or any spouses, ex-spouses, or estates of any of the foregoing) on account of
redemptions of Equity Interests of Parent held by such Persons; provided, that the aggregate amount of such redemptions made by
Parent during the term of this Agreement plus the amount of Indebtedness outstanding under clause (l) of the definition
of Permitted Indebtedness, does not exceed $1,000,000500,000
in the aggregate,


 


(b) Parent
may make Restricted Payments in the form of cash dividends payable to the holders of preferred Qualified Equity Interests
of Parent, so long as (i) no Default or no Default or Event of Default shall have occurred and be continuing or would result
therefrom, (ii) Borrowers have Liquidity (A) at all times during
the 90 consecutive days immediately preceding the date of such
Restricted Payment, calculated on a pro forma basis as if such Restricted Payment had been made on the first day of such
period, and (B) after giving effect to such Restricted Payment, of not less than $22,500,000, (iii) the Loan Parties and their
Subsidiaries (A) would have been in compliance with the financial covenant(s) in Section 7 of this Agreement for the fiscal
quarter ended immediately prior to the proposed date of such Restricted Payment (without regard to whether the Covenant Adjustment
Date has occurred), and (B) are projected to be in compliance with the financial covenant(s) in Section 7 of this Agreement
for each of the four fiscal quarters in the period ended one year after the proposed date of such Restricted Payment (without regard
to whether the Covenant Adjustment Date has occurred), and (iv) Parent shall have
delivered to Agent and each Lender a certificate executed by an Authorized Person, (A)
certifying to the best of such Authorized Person’s knowledge, compliance with the requirements of preceding clauses (i)
through (iii), inclusive, and (B) containing the calculations (in reasonable detail) required by preceding clauses (ii) and
(iii),[reserved],


  


(c)
so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Parent may make
distributions to former employees, officers, or directors of Parent (or any spouses, ex-spouses, or estates of any of the
foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Parent on account of repurchases of the
Equity Interests of Parent held by such Persons; provided, that such Indebtedness was incurred by such Persons solely to
acquire Equity Interests of Parent, and


 


(d)
(i) any Subsidiary of a Loan Party may make Restricted Payments to any Loan Party, and (ii) any Subsidiary of a Loan Party that is
not a Loan Party may make Restricted Payments to a Subsidiary of a Loan Party that is not a Loan Party.


 






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6.8 Accounting
Methods. Each Loan Party will not, and will not permit any of its Subsidiaries to, modify or change its fiscal year or its
method of accounting (other than as may be required to conform to GAAP).


 


6.9 Investments.
Each Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, make or acquire any Investment or
incur any liabilities (including contingent obligations) for or in connection with any Investment except for Permitted
Investments.


 


6.10 Transactions
with Affiliates. Each Loan Party will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter
into or permit to exist any transaction with any Affiliate of any Loan Party or any of its Subsidiaries except for:


 


(a)
transactions (other than the payment of management, consulting, monitoring, or advisory fees) in the
ordinary course of business between such Loan Party or its Subsidiaries, on the one hand, and any Affiliate of such Loan
Party or its Subsidiaries (which Affiliate is not a Loan Party), on the other hand, so long as such transactions (i) are fully
disclosed to Agent prior to the consummation thereof, if they involve one or more payments by such Loan Party or its Subsidiaries in
excess of $1,000,000 for any single transaction or series of related transactions, and (ii) are no less favorable, taken as a whole,
to such Loan Party or its Subsidiaries, as applicable, than would be obtained in an arm’s length transaction with a
non-Affiliate,


 


(b)
any indemnity provided for the benefit of directors (or comparable managers) of a Loan Party or one of its Subsidiaries so long as
it has been approved by such Loan Party’s or such Subsidiary’s board of directors (or comparable governing body) in
accordance with applicable law,


 


(c)
the payment of reasonable compensation, severance, or employee benefit arrangements to employees, officers, and outside directors of
a Loan Party or one of its Subsidiaries in the ordinary course of business and consistent with industry practice so long as, to the
extent required by the Governing Documents of such Person, it has been approved by such Loan Party’s or such
Subsidiary’s board of directors (or comparable governing body) in accordance with applicable law,


 


(d)
(i) transactions solely among the Loan Parties and (ii) transactions solely among Subsidiaries of Loan Parties that are not Loan
Parties,


 


(e)
transactions permitted by Section 6.3, Section 6.7, or Section 6.9, and


 


(f)
agreements for the non-exclusive licensing of intellectual property, or distribution of products, in each case, among the Loan
Parties and their Subsidiaries for the purpose of the counterparty thereof operating its business, and agreements for the assignment
of intellectual property from any Loan Party or any of its Subsidiaries to any Loan Party.


 


6.11 Use
of Proceeds. Each Loan Party will not, and will not permit any of its Subsidiaries to, use the proceeds of any Loan made
hereunder for any purpose other than (a) on the Closing Date, (i) to repay, in full, the outstanding principal, accrued interest,
and accrued fees and expenses owing under or in connection with the Existing Credit Facilities and (ii) to pay the fees, costs, and
expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby,
in each case, as set forth in the Flow of Funds Agreement, and (b) thereafter, consistent with the terms and conditions hereof, for
their lawful and permitted purposes; provided that (x) no part of the proceeds of the Loans will be used to purchase or carry
any such Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock or for any
purpose that violates the provisions of Regulation T, U or X of the Board of Governors, (y) no part of the proceeds of any Loan or
Letter of Credit will be used, directly or indirectly, to make any payments to a Sanctioned Entity or a Sanctioned Person, to fund
any investments, loans or contributions in, or otherwise make such proceeds available to, a Sanctioned Entity or a Sanctioned
Person, to fund any operations, activities or business of a Sanctioned Entity or a Sanctioned Person, or in any other manner that
would result in a violation of Sanctions by any Person, and (z) that no part of the proceeds of any Loan or Letter of Credit will be
used, directly or indirectly, in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of
money, or anything else of value, to any Person in violation of any Sanctions, Anti-Corruption Laws or Anti-Money Laundering
Laws.


 






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6.12 Limitation
on Issuance of Equity Interests. Each Loan Party will not, and will not permit any of its Subsidiaries to, issue or sell any
of its Equity Interests, except for (a) the issuance or sale of Qualified Equity Interests by Parent and (b) the issuance or sale of
Equity Interests by any Loan Party (other than Parent) or any of its Subsidiaries to a Loan Party.


 


6.13 Limitation
on Activities with Permitted Joint Ventures. Each Loan Party will not, and will not permit any of its Subsidiaries to,
engage in any business with any Permitted Joint Venture except for those business activities between the Loan Parties and their
Subsidiaries, on the one hand, and a Permitted Joint Venture, on the other hand, in each case, as described with respect to such
Permitted Joint Venture on Schedule 6.13 to this Agreement.


 


6.14 Amendments
to Employment Agreements. Each Loan Party will not, and will not permit any of its Subsidiaries to, directly or
indirectly, amend, modify, waive or supplement (or permit the modification, amendment, waiver or supplement of) the provisions of
Section V.I. of any Employment and Non-Compete Agreement (or any defined term or sub-component definition of any defined term used
therein) in any manner materially adverse to any Loan Party; provided, that any extension of non-competition periods made pursuant
to Section 5.19 of this Agreement shall not be deemed to be a violation of this
Section 6.14.


 


7.
FINANCIAL COVENANTS.


 


Each Borrower covenants and agrees that, until the termination of
all of the Revolver Commitments and the payment in full of the Obligations, Borrowers will:


 


(a) Minimum
EBITDA. For each month ending during the period from the Closing Date through the Covenant Adjustment Date, achieve EBITDA of at
least the required amount set forth in the following table for the applicable period set forth opposite thereto:


 


	Applicable Amount	Applicable Period
	($15,000,000)	For the three month period ending March 31, 2017
	($17,000,000)	For the four month period ending April 30, 2017
	($21,000,000)	For the five month period ending May 31, 2017
	($21,000,000)	For the six month period ending June 30, 2017
	($20,000,000)	For the seven month period ending July 31, 2017
	($18,000,000)	For
    the eight month period ending August 31, 2017
	($12,000,000)	For the nine month period ending September 30, 2017



 






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	($11,000,000)	For the ten month period ending October 31, 2017
	($11,000,000)	For the eleven month period ending November 30, 2017
	($5,000,000)	For the twelve month period ending December 31, 2017
	$0	For the twelve month period ending January 31, 2018
	$0	For the twelve month period ending February 28, 2018
	$5,000,000	For the twelve month period ending March 31, 2018
	$5,000,000	For the twelve month period ending April 30, 2018
	$5,000,000	For the twelve month period ending May 31, 2018
	$20,000,000	For the twelve month period ending June 30, 2018
	$20,000,000	For the twelve month period ending July 31, 2018
	$20,000,000	For the twelve month period ending August 31, 2018
	$20,000,000	For the twelve month period ending September 30, 2018
	$20,000,000	For the twelve month period ending October 31, 2018
	$20,000,000	For the twelve month period ending November 30, 2018
	$25,000,000	For the twelve month period ending December 31, 2018 and each month thereafter


 


(b) Minimum
Liquidity. At all times during the period from the Closing Date through the Covenant Adjustment Date, maintain Liquidity of at
least $17,500,000.


 


(c) Fixed
Charge Coverage Ratio. Have a Fixed Charge Coverage Ratio, measured on a quarter-end basis, of at least 1.10 to 1.00 for each
Reference Period ending from and after the Covenant Adjustment Date.


 






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8.
EVENTS OF DEFAULT.


 


Any one or more of the following events shall constitute an event
of default (each, an “Event of Default”) under this Agreement:





 


8.1 Payments.
If Borrowers fail to pay when due and payable, or when declared due and payable, (a) all or any portion of the Obligations
consisting of interest, fees, or charges due the Lender Group, reimbursement of Lender Group Expenses, or other amounts (other than
any portion thereof constituting principal) constituting Obligations (including any portion thereof that accrues after the
commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such
Insolvency Proceeding), and such failure continues for a period of three Business Days, (b) all or any portion of the principal of
the Loans, or (c) any amount payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit;


 


8.2
Covenants. If any Loan Party or any of its Subsidiaries:


 


(a)
fails to perform or observe any covenant or other agreement contained in any of (i) Sections 3.6, 5.1, 5.2, 5.3
(solely if any Borrower is not in good standing in its jurisdiction of organization), 5.6, 5.7 (solely if any Borrower
refuses to allow Agent or its representatives or agents to visit any Borrower’s properties, inspect its assets or books or
records, examine and make copies of its books and records, or discuss Borrowers’ affairs, finances, and accounts with officers
and employees of any Borrower), 5.10, 5.11, 5.13, or 5.14 of this Agreement, (ii) Section 6 of
this Agreement, (iii) Section 7 of this Agreement, or (iv) Section 7 of the Guaranty and Security Agreement;


 


(b)
fails to perform or observe any covenant or other agreement contained in any of Sections 5.3 (other than if any Borrower is
not in good standing in its jurisdiction of organization), 5.4, 5.5, 5.8, and 5.12 of this Agreement and
such failure continues for a period of 15 days after the earlier of (i) the date on which such failure shall first become known to
any officer of any Borrower, or (ii) the date on which written notice thereof is given to Borrowers by Agent; or


 


(c)
fails to perform or observe any covenant or other agreement contained in this Agreement, or in any of the other Loan Documents, in
each case, other than any such covenant or agreement that is the subject of another provision of this Section 8 (in which
event such other provision of this Section 8 shall govern), and such failure continues for a period of thirty days after the
earlier of (i) the date on which such failure shall first become known to any officer of any Borrower, or (ii) the date on which
written notice thereof is given to Borrowers by Agent;


 


8.3 Judgments.
If one or more judgments, orders, or awards for the payment of money involving an aggregate amount of $1,000,000 or more (except to
the extent covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied
coverage) is entered or filed against a Loan Party or any of its Subsidiaries, or with respect to any of their respective assets,
and either (a) there is a period of thirty consecutive days at any time after the entry of any such judgment, order, or award during
which (i) the same is not discharged, satisfied, vacated, or bonded pending appeal, or (ii) a stay of enforcement thereof is not in
effect, or (b) enforcement proceedings are commenced upon such judgment, order, or award;


 


8.4
Voluntary Bankruptcy, etc. If an Insolvency Proceeding is commenced by a Loan Party or any of its Subsidiaries;


 


8.5 Involuntary
Bankruptcy, etc. If an Insolvency Proceeding is commenced against a Loan Party or any of its Subsidiaries and any of the
following events occur: (a) such Loan Party or such Subsidiary consents to the institution of such Insolvency Proceeding against it,
(b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency
Proceeding is not dismissed within sixty calendar days of the date of the filing thereof, (d) an interim trustee is appointed to
take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial portion of
the business of, such Loan Party or its Subsidiary, or (e) an order for relief shall have been issued or entered therein;


 






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8.6 Default
Under Other Agreements. If there is (a) a default in one or more agreements to which a Loan Party or any of its Subsidiaries
is a party with one or more third Persons relative to a Loan Party’s or any of its Subsidiaries’ Indebtedness involving
an aggregate amount of $1,000,000 or more, and such default (i) occurs at the final maturity of the obligations thereunder, or (ii)
results in a right by such third Person, irrespective of whether exercised, to accelerate the maturity of such Loan Party’s or
its Subsidiary’s obligations thereunder, (b) a default or event of default under one or more of the
Second Lien Loan Documents (or the agreements relating to any Permitted Mezzanine
DebtRefinancing Indebtedness in respect of the Second Lien Indebtedness) and
such default or event of default (i) occurs at the final maturity of the obligations thereunder, or (ii) results in a right by any
holder of such Permitted Mezzanine Debtthe Second Lien
Indebtedness (without regard to the terms of the relevant Permitted Mezzanine
DebtSecond Lien Intercreditor Agreement), irrespective of whether exercised,
to accelerate the maturity of such Loan Party’s or such Subsidiary’s obligations thereunder, (c)
a default or event of default under one or more of the agreements relating to any Permitted Mezzanine Debt (or the agreements
relating to any Refinancing Indebtedness in respect thereof) and such default or event of default (i) occurs at the final maturity
of the obligations thereunder, or (ii) results in a right by any holder of such Permitted Mezzanine Debt (without regard to the
terms of the relevant Permitted Mezzanine
Debt Intercreditor Agreement), irrespective of whether
exercised, to accelerate the maturity of such Loan Party’s or such Subsidiary’s
obligations thereunder, (d) a default or event of default under any of the 2013 Convertible Notes Documents (or
the agreements relating to any Refinancing Indebtedness in respect thereof) and such default or event of default (i)
occurs at the final maturity of the obligations thereunder, or (ii) results in a right by the 2013 Convertible Notes Agent or any
holder of any of the 2013 Convertible Notes (without regard to the terms of the 2013 Convertible Notes Intercreditor Agreement),
irrespective of whether exercised, to accelerate the maturity of such Loan Party’s or such Subsidiary’s obligations
thereunder, (de) a default or event of
default under any of the 2016 Convertible Notes Documents (or the agreements relating to any
Refinancing Indebtedness in respect thereof) and such default or event of default (i) occurs at the final maturity of the
obligations thereunder, or (ii) results in a right by the 2016 Convertible Notes Agent or any holder of any of the 2016 Convertible
Notes (without regard to the terms of the 2016 Convertible Notes Intercreditor Agreement), irrespective of whether exercised, to
accelerate the maturity of such Loan Party’s or such Subsidiary’s obligations thereunder, or (ef)
an involuntary early termination of one or more Hedge Agreements to which a Loan Party or any of its Subsidiaries is a party;


 


8.7 Representations,
etc. If any warranty, representation, certificate, statement, or Record (other than any Projections) made herein or in any
other Loan Document or delivered in writing to Agent or any Lender in connection with this Agreement or any other Loan Document
proves to be untrue in any material respect (except that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof) as of the date of issuance or making or
deemed making thereof;


 


8.8 Guaranty.
If the obligation of any Guarantor under the guaranty contained in the Guaranty and Security Agreement is limited or terminated by
operation of law or by such Guarantor (other than in accordance with the terms of this Agreement) or if any Guarantor repudiates or
revokes or purports to repudiate or revoke any such guaranty;


 


8.9 Security
Documents. If the Guaranty and Security Agreement or any other Loan Document that purports to create a Lien, shall, for any
reason, fail or cease to create a valid and perfected and, (except to the extent of Permitted Liens which are non-consensual
Permitted Liens, permitted purchase money Liens or the interests of lessors under Capital Leases) first priority Lien on the
Collateral covered thereby, except (a) as a result of a disposition of the applicable Collateral in a transaction permitted under
this Agreement or (b) with respect to Collateral the aggregate value of which, for all such Collateral, does not exceed at any time,
$250,000;


 






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8.10 Loan
Documents. The validity or enforceability of any Loan Document shall at any time for any reason (other than solely as the
result of an action or failure to act on the part of Agent) be declared to be null and void, or a proceeding shall be commenced by a
Loan Party or its Subsidiaries, or by any Governmental Authority having jurisdiction over a Loan Party or its Subsidiaries, seeking
to establish the invalidity or unenforceability thereof, or a Loan Party or its Subsidiaries shall deny that such Loan Party or its
Subsidiaries has any liability or obligation purported to be created under any Loan Document;


 


8.11
Change of Control. A Change of Control shall occur; or


 


8.12 Health
Care Laws. If any of the following shall occur and could reasonably be expected to result in a Material Adverse Effect:


 


(a)
any Health Care Permit of a Loan Party shall be revoked, fail to be renewed, suspended or otherwise terminated, or


 


(b)
any Loan Party or any officer, director, partner, shareholder or managing employee of a Loan Party (i) shall have been found guilty
of an act of fraud or (ii) shall have been indicted for or convicted of a felony crime that relates to any Medical Services or
services provided pursuant to an agreement with any Third Party Payor.


 


9.
RIGHTS AND REMEDIES.


 


9.1 Rights
and Remedies. Upon the occurrence and during the continuation of an Event of Default, Agent may, and, at the instruction of
the Required Lenders, shall, in addition to any other rights or remedies provided for hereunder or under any other Loan Document or
by applicable law, do any one or more of the following:


 


(a)
by written notice to Borrowers, (i) declare the principal of, and any and all accrued and unpaid interest and fees in respect of,
the Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the
other Loan Documents to be immediately due and payable, whereupon the same shall become and be immediately due and payable and
Borrowers shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or further notice or
other requirements of any kind, all of which are hereby expressly waived by each Borrower, and (ii) direct Borrowers to provide (and
Borrowers agree that upon receipt of such notice Borrowers will provide) Letter of Credit Collateralization to Agent to be held as
security for Borrowers’ reimbursement obligations for drawings that may subsequently occur under issued and outstanding
Letters of Credit;


 


(b)
by written notice to Borrowers, declare the Revolver Commitments terminated, whereupon the Revolver Commitments shall immediately be
terminated together with (i) any obligation of any Lender to make Revolving Loans, (ii) the obligation of the Swing Lender to make
Swing Loans, and (iii) the obligation of Issuing Bank to issue Letters of Credit; and


 


(c)
exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents, under applicable law, or in
equity.





 






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The foregoing to the contrary notwithstanding, upon the occurrence
of any Event of Default described in Section 8.4 or Section 8.5, in addition to the remedies set forth above, without any
notice to Borrowers or any other Person or any act by the Lender Group, the Revolver Commitments shall automatically terminate and the
Obligations (other than the Bank Product Obligations), inclusive of the principal of, and any and all accrued and unpaid interest and
fees in respect of, the Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement
or by any of the other Loan Documents, shall automatically become and be immediately due and payable and Borrowers shall automatically
be obligated to repay all of such Obligations in full (including Borrowers being obligated to provide (and Borrowers agree that they will
provide) (1) Letter of Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations in respect
of drawings that may subsequently occur under issued and outstanding Letters of Credit and (2) Bank Product Collateralization to be held
as security for the Loan Parties’ and their Subsidiaries’ obligations in respect of outstanding Bank Products), without presentment,
demand, protest, or notice or other requirements of any kind, all of which are expressly waived by Borrowers.


 


9.2 Remedies
Cumulative. The rights and remedies of the Lender Group under this Agreement, the other Loan Documents, and all other
agreements shall be cumulative. The Lender Group shall have all other rights and remedies not inconsistent herewith as provided
under the Code, by law, or in equity. No exercise by the Lender Group of one right or remedy shall be deemed an election, and no
waiver by the Lender Group of any Default or Event of Default shall be deemed a continuing waiver. No delay by the Lender Group
shall constitute a waiver, election, or acquiescence by it.


 


10.
WAIVERS; INDEMNIFICATION.


 


10.1 Demand;
Protest; etc. Each Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and
nonpayment, nonpayment at maturity, release, compromise, settlement, extension, or renewal of documents, instruments, chattel paper,
and guarantees at any time held by the Lender Group on which any Borrower may in any way be liable.


 


10.2 The
Lender Group’s Liability for Collateral. Each Borrower hereby agrees that: (a) so long as Agent complies with its
obligations, if any, under the Code, the Lender Group shall not in any way or manner be liable or responsible for: (i) the
safekeeping of the Collateral, (ii) any loss or damage thereto occurring or arising in any manner or fashion from any cause, (iii)
any diminution in the value thereof, or (iv) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other
Person, and (b) all risk of loss, damage, or destruction of the Collateral shall be borne by the Loan Parties.


 






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10.3 Indemnification.
Each Borrower shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, the Issuing Bank, and
each Participant (each, an “Indemnified Person”) harmless (to the fullest extent permitted by law) from and
against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, fines, costs, penalties, and damages,
and all reasonable fees and disbursements of attorneys, experts, or consultants and all other costs and expenses actually incurred
in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and
irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection
with or as a result of or related to the execution and delivery (provided, that Borrowers shall not be liable for costs and
expenses (including attorneys’ fees) of any Lender (other than Wells Fargo) incurred in advising, structuring, drafting,
reviewing, administering or syndicating the Loan Documents), enforcement, performance, or administration (including any
restructuring or workout with respect hereto) of this Agreement, any of the other Loan Documents, or the transactions contemplated
hereby or thereby or the monitoring of the Loan Parties’ and their Subsidiaries’ compliance with the terms of the Loan
Documents (provided, that the indemnification in this clause (a) shall not extend to (i) disputes solely between or among the
Lenders that do not involve any acts or omissions of any Loan Party, or (ii) disputes solely between or among the Lenders and their
respective Affiliates that do not involve any acts or omissions of any Loan Party; it being understood and agreed that the
indemnification in this clause (a) shall extend to Agent (but not the Lenders unless the dispute involves an act or omission of a
Loan Party) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their
Affiliates, on the other hand, or (iii) any claims for Taxes, which shall be governed by Section 16, other than Taxes which
relate to primarily non-Tax claims), (b) with respect to any actual or prospective investigation, litigation, or proceeding related
to this Agreement, any other Loan Document, the making of any Loans or issuance of any Letters of Credit hereunder, or the use of
the proceeds of the Loans or the Letters of Credit provided hereunder (irrespective of whether any Indemnified Person is a party
thereto), or any act, omission, event, or circumstance in any manner related thereto, and (c) in connection with or arising out of
any presence or release of Hazardous Materials at, on, under, to or from any assets or properties owned, leased or operated by any
Loan Party or any of its Subsidiaries or any Environmental Actions, Environmental Liabilities or Remedial Actions related in any way
to any such assets or properties of any Loan Party or any of its Subsidiaries (each and all of the foregoing, the
“Indemnified Liabilities”). The foregoing to the contrary notwithstanding, no Borrower shall have any obligation
to any Indemnified Person under this Section 10.3 with respect to any Indemnified Liability that a court of competent
jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified Person or its
officers, directors, employees, attorneys, or agents. This provision shall survive the termination of this Agreement and the
repayment in full of the Obligations. If any Indemnified Person makes any payment to any other Indemnified Person with respect to an
Indemnified Liability as to which Borrowers were required to indemnify the Indemnified Person receiving such payment, the
Indemnified Person making such payment is entitled to be indemnified and reimbursed by Borrowers with respect thereto. WITHOUT
LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR
IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.


 


11.
NOTICES.


 


Unless otherwise provided
in this Agreement, all notices or demands relating to this Agreement or any other Loan Document shall be in writing and (except for financial
statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or
sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such email addresses
as a party may designate in accordance herewith), or telefacsimile. In the case of notices or demands to any Loan Party or Agent, as
the case may be, they shall be sent to the respective address set forth below:


 


	If
                                            to any Loan Party:	c/o
                                            SHARECARE, INC.



255
E Paces Ferry Rd. NE, Suite 700 Atlanta, GA 30305-2233


Attn:
Colin Daniel


Fax
No. (404) 671-4005


 


	with
copies to:	NELSON
                                            MULLINS RILEY & SCARBOROUGH LLP



201
17th Street NW, Suite 1700


Atlanta,
GA 30363


Attn:
Jeffrey A. Allred, Esq.


Fax
No.: (404) 322-6050


 









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	If
                                            to Agent:	WELLS
                                            FARGO BANK, NATIONAL ASSOCIATION



2450
Colorado Avenue, Suite 3000 West Santa Monica, California 90404


Attn:
Specialty Finance Loan Portfolio Manager


Fax
No.: (310) 453-7442


 


	with
                                            copies to:	PAUL
                                            HASTINGS LLP



200
Park Avenue


New
York, New York 10166 Attn: Jennifer St. John, Esq.


Fax No.: (212) 230-7008


 


Any
party hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given
to the other party. All notices or demands sent in accordance with this Section 11, shall be deemed received on the earlier of
the date of actual receipt or three Business Days after the deposit thereof in the mail; provided, that (a) notices sent by overnight
courier service shall be deemed to have been given when received, (b) notices by facsimile shall be deemed to have been given when sent
(except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business
on the next Business Day for the recipient) and (c) notices by electronic mail shall be deemed received upon the sender’s receipt
of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return
email or other written acknowledgment).


 


12.
CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER; JUDICIAL REFERENCE PROVISION.


 


(a) THE
VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN
RESPECT OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, THE RIGHTS OF THE
PARTIES HERETO AND THERETO WITH RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO, AND ANY CLAIMS,
CONTROVERSIES OR DISPUTES ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


(b) THE PARTIES
AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED
ONLY IN THE STATE AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK;
PROVIDED, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION,
IN THE COURTS OF ANY JURISDICTION WHERE AGENT ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH
OF PARENT AND EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP WAIVE, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY
HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE
WITH THIS SECTION 12(b).


 






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(c) TO
THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH OF PARENT AND EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP HEREBY WAIVE
THEIR RESPECTIVE RIGHTS, IF ANY, TO A JURY TRIAL OF ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY BASED
UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS (EACH A “CLAIM”). EACH OF PARENT AND
EACH BORROWER AND EACH MEMBER OF THE LENDER GROUP REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE
FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 


(d) EACH
OF PARENT AND EACH BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS LOCATED IN THE COUNTY OF NEW YORK AND THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY
LOAN DOCUMENTS, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. EACH OF THE PARTIES HERETO 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. NOTHING IN THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY LOAN PARTY OR ITS PROPERTIES IN THE
COURTS OF ANY JURISDICTION.


 


(e) NO
CLAIM MAY BE MADE BY ANY LOAN PARTY AGAINST THE AGENT, THE SWING LENDER, ANY OTHER LENDER, ISSUING BANK, OR ANY AFFILIATE, DIRECTOR,
OFFICER, EMPLOYEE, COUNSEL, REPRESENTATIVE, AGENT, OR ATTORNEY-IN-FACT OF ANY OF THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL,
PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES IN RESPECT OF ANY CLAIM FOR BREACH OF CONTRACT OR ANY OTHER THEORY OF LIABILITY ARISING OUT
OF OR RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION, OR EVENT
OCCURRING IN CONNECTION THEREWITH, AND EACH LOAN PARTY HEREBY WAIVES, RELEASES, AND AGREES NOT TO SUE UPON ANY CLAIM FOR SUCH
DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.


 






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(f) IN THE
EVENT ANY LEGAL PROCEEDING IS FILED IN A COURT OF THE STATE OF CALIFORNIA (THE “COURT”) BY OR AGAINST ANY PARTY HERETO
IN CONNECTION WITH ANY CLAIM AND THE WAIVER SET FORTH IN CLAUSE (C) ABOVE IS NOT ENFORCEABLE IN SUCH PROCEEDING, THE PARTIES HERETO AGREE
AS FOLLOWS:


 





(i) WITH
THE EXCEPTION OF THE MATTERS SPECIFIED IN SUBCLAUSE (ii) BELOW, ANY CLAIM SHALL BE DETERMINED BY A GENERAL REFERENCE PROCEEDING IN
ACCORDANCE WITH THE PROVISIONS OF CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 THROUGH 645.1. THE PARTIES INTEND THIS GENERAL
REFERENCE AGREEMENT TO BE SPECIFICALLY ENFORCEABLE. VENUE FOR THE REFERENCE PROCEEDING SHALL BE IN THE COUNTY OF LOS ANGELES,
CALIFORNIA.


 


(ii) THE
FOLLOWING MATTERS SHALL NOT BE SUBJECT TO A GENERAL REFERENCE PROCEEDING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN
REAL OR PERSONAL PROPERTY, (B) EXERCISE OF SELF-HELP REMEDIES (INCLUDING SET-OFF OR RECOUPMENT), (C) APPOINTMENT OF A RECEIVER, AND
(D) TEMPORARY, PROVISIONAL, OR ANCILLARY REMEDIES (INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAINING ORDERS,
OR PRELIMINARY INJUNCTIONS). THIS AGREEMENT DOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND
REMEDIES DESCRIBED IN CLAUSES (A) - (D) AND ANY SUCH EXERCISE OR OPPOSITION DOES NOT WAIVE THE RIGHT OF ANY PARTY TO PARTICIPATE IN
A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT WITH RESPECT TO ANY OTHER MATTER.


 


(iii) UPON
THE WRITTEN REQUEST OF ANY PARTY, THE PARTIES SHALL SELECT A SINGLE REFEREE, WHO SHALL BE A RETIRED JUDGE OR JUSTICE. IF THE PARTIES
DO NOT AGREE UPON A REFEREE WITHIN TEN DAYS OF SUCH WRITTEN REQUEST, THEN, ANY PARTY SHALL HAVE THE RIGHT TO REQUEST THE COURT TO
APPOINT A REFEREE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 640(B). THE REFEREE SHALL BE APPOINTED TO SIT WITH ALL OF
THE POWERS PROVIDED BY LAW. PENDING APPOINTMENT OF THE REFEREE, THE COURT SHALL HAVE THE POWER TO ISSUE TEMPORARY OR PROVISIONAL
REMEDIES.


 


(iv) EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED
INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT TO
THE COURSE OF THE REFERENCE PROCEEDING. ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE
CONDUCTED WITHOUT A COURT REPORTER, EXCEPT WHEN ANY PARTY SO REQUESTS A COURT REPORTER AND A TRANSCRIPT IS ORDERED, A COURT REPORTER
SHALL BE USED AND THE REFEREE SHALL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT. THE PARTY MAKING SUCH REQUEST SHALL HAVE THE
OBLIGATION TO ARRANGE FOR AND PAY THE COSTS OF THE COURT REPORTER; PROVIDED, THAT SUCH COSTS, ALONG WITH THE REFEREE’S
FEES, SHALL ULTIMATELY BE BORNE BY THE PARTY WHO DOES NOT PREVAIL, AS DETERMINED BY THE REFEREE.


 


(v) THE
REFEREE MAY REQUIRE ONE OR MORE PREHEARING CONFERENCES. THE PARTIES HERETO SHALL BE ENTITLED TO DISCOVERY, AND THE REFEREE SHALL
OVERSEE DISCOVERY IN ACCORDANCE WITH THE RULES OF DISCOVERY, AND SHALL ENFORCE ALL DISCOVERY ORDERS IN THE SAME MANNER AS ANY TRIAL
COURT JUDGE IN PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA.


 






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(vi) THE
REFEREE SHALL APPLY THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAW IN THE STATE OF CALIFORNIA AND SHALL DETERMINE ALL ISSUES
IN ACCORDANCE WITH CALIFORNIA SUBSTANTIVE AND PROCEDURAL LAW. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL
RELIEF AND RULE ON ANY MOTION WHICH WOULD BE AUTHORIZED IN A TRIAL, INCLUDING MOTIONS FOR DEFAULT JUDGMENT OR SUMMARY JUDGMENT. THE
REFEREE SHALL REPORT HIS OR HER DECISION, WHICH REPORT SHALL ALSO INCLUDE FINDINGS OF FACT AND CONCLUSIONS OF LAW. THE REFEREE SHALL
ISSUE A DECISION AND PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE, SECTION 644, THE REFEREE’S DECISION SHALL BE ENTERED BY
THE COURT AS A JUDGMENT IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT. THE FINAL JUDGMENT OR ORDER FROM ANY
APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE SHALL BE FULLY APPEALABLE AS IF IT HAS BEEN ENTERED BY THE COURT.


 


(vii) THE
PARTIES RECOGNIZE AND AGREE THAT ALL CLAIMS RESOLVED IN A GENERAL REFERENCE PROCEEDING PURSUANT HERETO WILL BE DECIDED BY A REFEREE
AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR OWN CHOICE, EACH PARTY HERETO
KNOWINGLY AND VOLUNTARILY AND FOR THEIR MUTUAL BENEFIT AGREES THAT THIS REFERENCE PROVISION SHALL APPLY TO ANY DISPUTE BETWEEN THEM
THAT ARISES OUT OF OR IS RELATED TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.


 


13.
ASSIGNMENTS AND PARTICIPATIONS; SUCCESSORS.


 


13.1
Assignments and Participations.


 


(a)
(i) Subject to the conditions set forth in clause (a)(ii) below, any Lender may assign and delegate all or any portion of its rights
and duties under the Loan Documents (including the Obligations owed to it and its Revolver Commitments) to one or more assignees so
long as such prospective assignee is an Eligible Transferee (each, an “Assignee”), with the prior written consent
(such consent not be unreasonably withheld or delayed) of:


 


(A) Borrowers;
provided, that no consent of Borrowers shall be required (1) if an Event of Default has occurred and is continuing or (2) in connection
with an assignment to a Person that is a Lender or an Affiliate (other than natural persons) of a Lender; provided further, that
Borrowers shall be deemed to have consented to a proposed assignment unless they object thereto by written notice to Agent within five
Business Days after having received notice thereof; and


 


(B)
Agent, Swing Lender, and Issuing Bank.


 


(ii)
Assignments shall be subject to the following additional conditions:


 


(A)
no assignment may be made to a natural person,


 


(B) no assignment
may be made to a Loan Party or an Affiliate of a Loan Party,





 






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(C) the
amount of the Revolver Commitments and the other rights and obligations of the assigning Lender hereunder and under the other Loan Documents
subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered
to Agent) shall be in a minimum amount (unless waived by Agent) of $5,000,000 (except such minimum amount shall not apply to (I) an assignment
or delegation by any Lender to any other Lender, an Affiliate of any Lender, or a Related Fund of such Lender, or (II) a group of new
Lenders, each of which is an Affiliate of each other or a Related Fund of such new Lender to the extent that the aggregate amount to be
assigned to all such new Lenders is at least $5,000,000),


 


(D) each
partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under
this Agreement,


 


(E) the
parties to each assignment shall execute and deliver to Agent an Assignment and Acceptance; provided, that Borrowers and Agent
may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Assignee until written
notice of such assignment, together with payment instructions, addresses, and related information with respect to the Assignee, have been
given to Borrowers and Agent by such Lender and the Assignee,


 


(F) unless
waived by Agent, the assigning Lender or Assignee has paid to Agent, for Agent’s separate account, a processing fee in the amount
of $3,500, and


 


(G) the
assignee, if it is not a Lender, shall deliver to Agent an Administrative Questionnaire in a form approved by Agent (the “Administrative
Questionnaire”).


 


(b) From and after the date
that Agent receives the executed Assignment and Acceptance and, if applicable, payment of the required processing fee, (i) the
Assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, shall be a “Lender” and shall have the rights and obligations of a Lender
under the Loan Documents, and (ii) the assigning Lender shall, to the extent that rights and obligations hereunder and under the
other Loan Documents have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (except with respect
to Section 10.3) and be released from any future obligations under this Agreement (and in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement and the
other Loan Documents, such Lender shall cease to be a party hereto and thereto); provided, that nothing contained herein
shall release any assigning Lender from obligations that survive the termination of this Agreement, including such assigning
Lender’s obligations under Section 15 and Section 17.9(a).


 


(c) By
executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the Assignee thereunder confirm to and
agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such
assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other Loan Document furnished pursuant hereto, (ii) such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the
performance or observance by any Loan Party of any of its obligations under this Agreement or any other Loan Document furnished
pursuant hereto, (iii) such Assignee confirms that it has received a copy of this Agreement, together with such other documents and
information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance,
(iv) such Assignee will, independently and without reliance upon Agent, such assigning Lender or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not
taking action under this Agreement, (v) such Assignee appoints and authorizes Agent to take such actions and to exercise such powers
under this Agreement and the other Loan Documents as are delegated to Agent, by the terms hereof and thereof, together with such
powers as are reasonably incidental thereto, and (vi) such Assignee agrees that it will perform all of the obligations which by the
terms of this Agreement are required to be performed by it as a Lender.


 






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(d)
Immediately upon Agent’s receipt of the required processing fee, if applicable, and delivery of notice to the assigning Lender
pursuant to Section 13.1(b), this Agreement shall be deemed to be amended to the extent, but only to the extent, necessary to
reflect the addition of the Assignee and the resulting adjustment of the Revolver Commitments arising therefrom. The Revolver
Commitment allocated to each Assignee shall reduce such Revolver Commitments of the assigning Lender pro tanto.


 


(e)
Any Lender may at any time sell to one or more commercial banks, financial institutions, or other Persons (a
“Participant”) participating interests in all or any portion of its Obligations, its Revolver Commitment, and the
other rights and interests of that Lender (the “Originating Lender”) hereunder and under the other Loan
Documents; provided, that (i) the Originating Lender shall remain a “Lender” for all purposes of this Agreement
and the other Loan Documents and the Participant receiving the participating interest in the Obligations, the Revolver Commitments,
and the other rights and interests of the Originating Lender hereunder shall not constitute a “Lender” hereunder or
under the other Loan Documents and the Originating Lender’s obligations under this Agreement shall remain unchanged, (ii) the
Originating Lender shall remain solely responsible for the performance of such obligations, (iii) Borrowers, Agent, and the Lenders
shall continue to deal solely and directly with the Originating Lender in connection with the Originating Lender’s rights and
obligations under this Agreement and the other Loan Documents, (iv) no Lender shall transfer or grant any participating interest
under which the Participant has the right to approve any amendment to, or any consent or waiver with respect to, this Agreement or
any other Loan Document, except to the extent such amendment to, or consent or waiver with respect to this Agreement or of any other
Loan Document would (A) extend the final maturity date of the Obligations hereunder in which such Participant is participating, (B)
reduce the interest rate applicable to the Obligations hereunder in which such Participant is participating, (C) release all or
substantially all of the Collateral or guaranties (except to the extent expressly provided herein or in any of the Loan Documents)
supporting the Obligations hereunder in which such Participant is participating, (D) postpone the payment of, or reduce the amount
of, the interest or fees payable to such Participant through such Lender (other than a waiver of default interest), or (E) decreases
the amount or postpones the due dates of scheduled principal repayments or prepayments or premiums payable to such Participant
through such Lender, (v) no participation shall be sold to a natural person, (vi) no participation shall be sold to a Loan Party or
an Affiliate of a Loan Party, and (vii) all amounts payable by Borrowers hereunder shall be determined as if such Lender had not
sold such participation, except that, if amounts outstanding under this Agreement are due and unpaid, or shall have been declared or
shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of
set off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this Agreement. The rights of any Participant only shall be
derivative through the Originating Lender with whom such Participant participates and no Participant shall have any rights under
this Agreement or the other Loan Documents or any direct rights as to the other Lenders, Agent, Borrowers, the Collateral, or
otherwise in respect of the Obligations. No Participant shall have the right to participate directly in the making of decisions by
the Lenders among themselves.


 


(f)
In connection with any such assignment or participation or proposed assignment or participation or any grant of a security interest
in, or pledge of, its rights under and interest in this Agreement, a Lender may, subject to the provisions of Section 17.9,
disclose all documents and information which it now or hereafter may have relating to any Loan Party and its Subsidiaries and their
respective businesses.


 






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(g) Any
other provision in this Agreement notwithstanding, any Lender may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement to secure obligations of such Lender, including any pledge in favor of
any Federal Reserve Bank in accordance with Regulation A of the Federal Reserve Bank or U.S. Treasury Regulation 31 CFR
§203.24, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable
law; provided, that no such pledge shall release such Lender from any of its obligations hereunder or substitute any such
pledgee or assignee for such Lender as a party hereto.


 


(h)
Agent, acting solely for this purpose as an agent of Borrowers, shall maintain at Agent’s office a copy of each Assignment and
Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolver
Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and
Borrowers, Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by Borrowers and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.


 


13.2 Successors.
This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided,
that no Borrower may assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and
any prohibited assignment shall be absolutely void ab initio. No consent to assignment by the Lenders shall release any
Borrower from its Obligations. A Lender may assign this Agreement and the other Loan Documents and its rights and duties hereunder
and thereunder pursuant to Section 13.1 and, except as expressly required pursuant to Section 13.1, no consent or
approval by any Borrower is required in connection with any such assignment.


 


14.
AMENDMENTS; WAIVERS.


 


14.1
Amendments and Waivers.


 


(a) No
amendment, waiver or other modification of any provision of this Agreement or any other Loan Document (other than the Fee Letter),
and no consent with respect to any departure by any Borrower therefrom, shall be effective unless the same shall be in writing and
signed by the Required Lenders (or by Agent at the written request of the Required Lenders) and the Loan Parties that are party
thereto and then any such waiver or consent shall be effective, but only in the specific instance and for the specific purpose for
which given; provided, that no such waiver, amendment, or consent shall, unless in writing and signed by all of the Lenders
directly affected thereby and all of the Loan Parties that are party thereto, do any of the following:


 


(i)
increase the amount of or extend the expiration date of any Revolver Commitment of any Lender or amend, modify, or eliminate the
last sentence of Section 2.4(c)(i),


 


(ii)
postpone or delay any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees, or other
amounts due hereunder or under any other Loan Document,





 






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(iii)
reduce the principal of, or the rate of interest on, any loan or other extension of credit hereunder, or reduce any fees or other
amounts payable hereunder or under any other Loan Document (except (y) in connection with the waiver of applicability of Section
2.6(c) (which waiver shall be effective with the written consent of the Required Lenders), and (z) that any amendment or
modification of defined terms used in the financial covenants in this Agreement shall not constitute a reduction in the rate of
interest or a reduction of fees for purposes of this clause (iii)),


 


(iv)
amend, modify, or eliminate this Section or any provision of this Agreement providing for consent or other action by all
Lenders,


 


(v)
amend, modify, or eliminate Section 3.1,


 


(vi)
amend, modify, or eliminate Section 15.11,


 


(vii)
other than as permitted by Section 15.11, release or contractually subordinated Agent’s Lien in and to any of the
Collateral,


 


(viii)
amend, modify, or eliminate the definitions of “Required Lenders”, “Supermajority Lenders” or “Pro
Rata Share”,


 


(ix) other than
in connection with a merger, liquidation, dissolution or sale of such Person expressly permitted by the terms hereof or the other Loan
Documents, release any Borrower or any Guarantor from any obligation for the payment of money or consent to the assignment or transfer
by any Borrower or any Guarantor of any of its rights or duties under this Agreement or the other Loan Documents,


 


(x) amend, modify,
or eliminate any of the provisions of Section 2.4(b)(i), (ii) or (iii), or




 


(xi) amend, modify, or
eliminate any of the provisions of Section 13.1 with respect to assignments to, or participations with, Persons who are Loan
Parties or Affiliates of a Loan Party;


 


(b)
No amendment, waiver, modification, or consent shall amend, modify, waive, or eliminate,


 


(i) the
definition of, or any of the terms or provisions of, the Fee Letter, without the written consent of Agent and Borrowers
(and shall not require the written consent of any of the Lenders),


 


(ii)
any provision of Section 15 pertaining to Agent, or any other rights or duties of Agent under this Agreement or the other
Loan Documents, without the written consent of Agent, Borrowers, and the Required Lenders;


 


(c)
No amendment, waiver, modification, elimination, or consent shall amend, without written consent of Agent, Borrowers and the
Supermajority Lenders, modify, or eliminate the definition of Borrowing Base or any of the defined terms (including the definition
of Eligible Accounts and Eligible Unbilled Accounts) that are used in such definition to the extent that any such change results in
more credit being made available to Borrowers based upon the Borrowing Base, but not otherwise, or the definition of Maximum
Revolver Amount, or change Section 2.1(c);


 






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(d)
No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the
other Loan Documents pertaining to Issuing Bank, or any other rights or duties of Issuing Bank under this Agreement or the other
Loan Documents, without the written consent of Issuing Bank, Agent, Borrowers, and the Required Lenders;


 


(e)
No amendment, waiver, modification, elimination, or consent shall amend, modify, or waive any provision of this Agreement or the
other Loan Documents pertaining to Swing Lender, or any other rights or duties of Swing Lender under this Agreement or the other
Loan Documents, without the written consent of Swing Lender, Agent, Borrowers, and the Required Lenders; and


 


(f)
Anything in this Section 14.1 to the contrary notwithstanding, (i) any amendment, modification, elimination, waiver, consent,
termination, or release of, or with respect to, any provision of this Agreement or any other Loan Document that relates only to the
relationship of the Lender Group among themselves, and that does not affect the rights or obligations of any Loan Party, shall not
require consent by or the agreement of any Loan Party, and (ii) any amendment, waiver, modification, elimination, or consent of or
with respect to any provision of this Agreement or any other Loan Document may be entered into without the consent of, or over the
objection of, any Defaulting Lender other than any of the matters governed by Section 14.1(a)(i) through (iii) that
affect such Lender.


 


14.2
Replacement of Certain Lenders.


 


(a)
If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all
Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required
Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim for compensation under Section
16, then Borrowers or Agent, upon at least five Business Days prior irrevocable notice, may permanently replace any Lender that
failed to give its consent, authorization, or agreement (a “Non-Consenting Lender”) or any Lender that made a
claim for compensation (a “Tax Lender”) with one or more Replacement Lenders, and the Non-Consenting Lender or
Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting Lender
or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business
Days after the date such notice is given.


 


(b) Prior
to the effective date of such replacement, the Non-Consenting Lender or Tax Lender, as applicable, and each Replacement Lender shall
execute and deliver an Assignment and Acceptance, subject only to the Non-Consenting Lender or Tax Lender, as applicable, being
repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including (i)
all interest, fees and other amounts that may be due in payable in respect thereof, (ii) an assumption of its Pro Rata Share of
participations in the Letters of Credit, and (iii) Funding Losses). If the Non-Consenting Lender or Tax Lender, as applicable, shall
refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent may,
but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the Non-Consenting
Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the
Non-Consenting Lender or Tax Lender, as applicable, shall be deemed to have executed and delivered such Assignment and Acceptance.
The replacement of any Non-Consenting Lender or Tax Lender, as applicable, shall be made in accordance with the terms of Section
13.1. Until such time as one or more Replacement Lenders shall have acquired all of the Obligations, the Revolver Commitments,
and the other rights and obligations of the Non-Consenting Lender or Tax Lender, as applicable, hereunder and under the other Loan
Documents, the Non-Consenting Lender or Tax Lender, as applicable, shall remain obligated to make the Non-Consenting Lender’s
or Tax Lender’s, as applicable, Pro Rata Share of Revolving Loans and to purchase a participation in each Letter of Credit, in
an amount equal to its Pro Rata Share of participations in such Letters of Credit.


 






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14.3 No
Waivers; Cumulative Remedies. No failure by Agent or any Lender to exercise any right, remedy, or option under this
Agreement or any other Loan Document, or delay by Agent or any Lender in exercising the same, will operate as a waiver thereof. No
waiver by Agent or any Lender will be effective unless it is in writing, and then only to the extent specifically stated. No waiver
by Agent or any Lender on any occasion shall affect or diminish Agent’s and each Lender’s rights thereafter to require
strict performance by Borrowers of any provision of this Agreement. Agent’s and each Lender’s rights under this
Agreement and the other Loan Documents will be cumulative and not exclusive of any other right or remedy that Agent or any Lender
may have.


 


15.
AGENT; THE LENDER GROUP.


 


15.1 Appointment
and Authorization of Agent. Each Lender hereby designates and appoints Wells Fargo as its agent under this Agreement and the
other Loan Documents and each Lender hereby irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product
Provider shall be deemed to designate, appoint, and authorize) Agent to execute and deliver each of the other Loan Documents on its
behalf and to take such other action on its behalf under the provisions of this Agreement and each other Loan Document and to
exercise such powers and perform such duties as are expressly delegated to Agent by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto. Agent agrees to act as agent for and on behalf of the
Lenders (and the Bank Product Providers) on the conditions contained in this Section 15. Any provision to the contrary
contained elsewhere in this Agreement or in any other Loan Document notwithstanding, Agent shall not have any duties or
responsibilities, except those expressly set forth herein or in the other Loan Documents, nor shall Agent have or be deemed to have
any fiduciary relationship with any Lender (or Bank Product Provider), and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Agent.
Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement or the other Loan
Documents with reference to Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under
agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or
reflect only a representative relationship between independent contracting parties. Each Lender hereby further authorizes (and by
entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent to act as the secured party
under each of the Loan Documents that create a Lien on any item of Collateral. Except as expressly otherwise provided in this
Agreement, Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any
discretionary rights or taking or refraining from taking any actions that Agent expressly is entitled to take or assert under or
pursuant to this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, or of any other provision
of the Loan Documents that provides rights or powers to Agent, Lenders agree that Agent shall have the right to exercise the
following powers as long as this Agreement remains in effect: (a) maintain, in accordance with its customary business practices,
ledgers and records reflecting the status of the Obligations, the Collateral, payments and proceeds of Collateral, and related
matters, (b) execute or file any and all financing or similar statements or notices, amendments, renewals, supplements, documents,
instruments, proofs of claim, notices and other written agreements with respect to the Loan Documents, or to take any other action
with respect to any Collateral or Loan Documents which may be necessary to perfect, and maintain perfected, the security interests
and Liens upon Collateral pursuant to the Loan Documents, (c) make Revolving Loans, for itself or on behalf of Lenders, as provided
in the Loan Documents, (d) exclusively receive, apply, and distribute payments and proceeds of the Collateral as provided in the
Loan Documents, (e) open and maintain such bank accounts and cash management arrangements as Agent deems necessary and appropriate
in accordance with the Loan Documents for the foregoing purposes, (f) perform, exercise, and enforce any and all other rights and
remedies of the Lender Group with respect to any Loan Party or its Subsidiaries, the Obligations, the Collateral, or otherwise
related to any of same as provided in the Loan Documents, and (g) incur
and pay such Lender Group Expenses as Agent may deem necessary or appropriate for the performance and fulfillment of its functions and
powers pursuant to the Loan Documents.


 






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15.2 Delegation
of Duties. Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Agent
shall not be responsible for the negligence or misconduct of any agent or attorney in fact that it selects as long as such selection
was made without gross negligence or willful misconduct.


 


15.3 Liability
of Agent. None of the Agent-Related Persons shall (a) be liable for any action taken or omitted to be taken by any of them
under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own
gross negligence or willful misconduct), or (b) be responsible in any manner to any of the Lenders (or Bank Product Providers) for
any recital, statement, representation or warranty made by any Loan Party or any of its Subsidiaries or Affiliates, or any officer
or director thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report, statement or other
document referred to or provided for in, or received by Agent under or in connection with, this Agreement or any other Loan
Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document,
or for any failure of any Loan Party or its Subsidiaries or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lenders (or Bank Product Providers) to
ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement
or any other Loan Document, or to inspect the books and records or properties of any Loan Party or its Subsidiaries. No
Agent-Related Person shall have any liability to any Lender, andany Loan
Party or any of their respective Affiliates if any request for a Loan, Letter of Credit or other extension of credit was not
authorized by the applicable Borrower. Agent shall not be required to take any action that, in its opinion or in the opinion of its
counsel, may expose it to liability or that is contrary to any Loan Document or applicable law or regulation.


 


15.4 Reliance
by Agent. Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice,
consent, certificate, affidavit, letter, telegram, telefacsimile or other electronic method of transmission, telex or telephone
message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent, or made
by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to Borrowers or counsel to any
Lender), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take
any action under this Agreement or any other Loan Document unless Agent shall first receive such advice or concurrence of the
Lenders as it deems appropriate and until such instructions are received, Agent shall act, or refrain from acting, as it deems
advisable. If Agent so requests, it shall first be indemnified to its reasonable satisfaction by the Lenders (and, if it so elects,
the Bank Product Providers) against any and all liability and expense that may be incurred by it by reason of taking or continuing
to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement
or any other Loan Document in accordance with a request or consent of the Required Lenders and such request and any action taken or
failure to act pursuant thereto shall be binding upon all of the Lenders (and Bank Product Providers).


 






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15.5 Notice
of Default or Event of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or
Event of Default, except with respect to defaults in the payment of principal, interest, fees, and expenses required to be paid to
Agent for the account of the Lenders and, except with respect to Events of Default of which Agent has actual knowledge, unless Agent
shall have received written notice from a Lender or Borrowers referring to this Agreement, describing such Default or Event of
Default, and stating that such notice is a “notice of default.” Agent promptly will notify the Lenders of its receipt of
any such notice or of any Event of Default of which Agent has actual knowledge. If any Lender obtains actual knowledge of any Event
of Default, such Lender promptly shall notify the other Lenders and Agent of such Event of Default. Each Lender shall be solely
responsible for giving any notices to its Participants, if any. Subject to Section 15.4, Agent shall take such action with
respect to such Default or Event of Default as may be requested by the Required Lenders in accordance with Section 9; provided,
that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Default or Event of Default as it shall deem advisable.


 


15.6 Credit
Decision. Each Lender (and Bank Product Provider) acknowledges that none of the Agent-Related Persons has made any
representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of any Loan Party
and its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any
Lender (or Bank Product Provider). Each Lender represents (and by entering into a Bank Product Agreement, each Bank Product Provider
shall be deemed to represent) to Agent that it has, independently and without reliance upon any Agent-Related Person and based on
such due diligence, documents and information as it has deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and creditworthiness of each Borrower or any other Person
party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own
decision to enter into this Agreement and to extend credit to Borrowers. Each Lender also represents (and by entering into a Bank
Product Agreement, each Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and
to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial
and other condition and creditworthiness of each Borrower or any other Person party to a Loan Document. Except for notices, reports,
and other documents expressly herein required to be furnished to the Lenders by Agent, Agent shall not have any duty or
responsibility to provide any Lender (or Bank Product Provider) with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or creditworthiness of any Borrower or any other Person party to a
Loan Document that may come into the possession of any of the Agent-Related Persons. Each Lender acknowledges (and by entering into
a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that Agent does not have any duty or
responsibility, either initially or on a continuing basis (except to the extent, if any, that is expressly specified herein) to
provide such Lender (or Bank Product Provider) with any credit or other information with respect to any Borrower, its Affiliates or
any of their respective business, legal, financial or other affairs, and irrespective of whether such information came into
Agent’s or its Affiliates’ or representatives’ possession before or after the date on which such Lender became a
party to this Agreement (or such Bank Product Provider entered into a Bank Product Agreement).


 






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15.7 Costs
and Expenses; Indemnification. Agent may incur and pay Lender Group Expenses to the extent Agent reasonably deems necessary
or appropriate for the performance and fulfillment of its functions, powers, and obligations pursuant to the Loan Documents,
including court costs, attorneys’ fees and expenses, fees and expenses of financial accountants, advisors, consultants, and
appraisers, costs of collection by outside collection agencies, auctioneer fees and expenses, and costs of security guards or
insurance premiums paid to maintain the Collateral, whether or not Borrowers are obligated to reimburse Agent or Lenders for such
expenses pursuant to this Agreement or otherwise. Agent is authorized and directed to deduct and retain sufficient amounts from
payments or proceeds of the Collateral received by Agent to reimburse Agent for such out-of-pocket costs and expenses prior to the
distribution of any amounts to Lenders (or Bank Product Providers). In the event Agent is not reimbursed for such costs and expenses
by the Loan Parties and their Subsidiaries, each Lender hereby agrees that it is and shall be obligated to pay to Agent such
Lender’s ratable thereof. Whether or not the transactions contemplated hereby are consummated, each of the Lenders, on a
ratable basis, shall indemnify and defend the Agent-Related Persons (to the extent not reimbursed by or on behalf of Borrowers and
without limiting the obligation of Borrowers to do so) from and against any and all Indemnified Liabilities; provided, that
no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting
solely from such Person’s gross negligence or willful misconduct nor shall any Lender be liable for the obligations of any
Defaulting Lender in failing to make a Revolving Loan or other extension of credit hereunder. Without limitation of the foregoing,
each Lender shall reimburse Agent upon demand for such Lender’s ratable share of any costs or out of pocket expenses
(including attorneys, accountants, advisors, and consultants fees and expenses) incurred by Agent in connection with the
preparation, execution, delivery, administration, modification, amendment, or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement or any other Loan
Document to the extent that Agent is not reimbursed for such expenses by or on behalf of Borrowers. The undertaking in this Section
shall survive the payment of all Obligations hereunder and the resignation or replacement of Agent.


 


15.8 Agent
in Individual Capacity. Wells Fargo and its Affiliates may make loans to, issue letters of credit for the account of, accept
deposits from, provide Bank Products to, acquire Equity Interests in, and generally engage in any kind of banking, trust, financial
advisory, underwriting, or other business with any Loan Party and its Subsidiaries and Affiliates and any other Person party to any
Loan Document as though Wells Fargo were not Agent hereunder, and, in each case, without notice to or consent of the other members
of the Lender Group. The other members of the Lender Group acknowledge (and by entering into a Bank Product Agreement, each Bank
Product Provider shall be deemed to acknowledge) that, pursuant to such activities, Wells Fargo or its Affiliates may receive
information regarding a Loan Party or its Affiliates or any other Person party to any Loan Documents that is subject to
confidentiality obligations in favor of such Loan Party or such other Person and that prohibit the disclosure of such information to
the Lenders (or Bank Product Providers), and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank
Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality
obligations, which waiver Agent will use its reasonable best efforts to obtain), Agent shall not be under any obligation to provide
such information to them. The terms “Lender” and “Lenders” include Wells Fargo in its individual
capacity.


 


15.9 Successor
Agent. Agent may resign as Agent upon 30 days (ten days if an Event of Default has occurred and is continuing) prior written
notice to the Lenders (unless such notice is waived by the Required Lenders) and Borrowers (unless such notice is waived by
Borrowers or a Default or Event of Default has occurred and is continuing) and without any notice to the Bank Product Providers. If
Agent resigns under this Agreement, the Required Lenders shall be entitled, with (so long as no Event of Default has occurred and is
continuing) the consent of Borrowers (such consent not to be unreasonably withheld, delayed, or conditioned), appoint a successor
Agent for the Lenders (and the Bank Product Providers). If, at the time that Agent’s resignation is effective, it is acting as
Issuing Bank or the Swing Lender, such resignation shall also operate to effectuate its resignation as Issuing Bank or the Swing
Lender, as applicable, and it shall automatically be relieved of any further obligation to issue Letters of Credit, or to make Swing
Loans. If no successor Agent is appointed prior to the effective date of the resignation of Agent, Agent may appoint, after
consulting with the Lenders and Borrowers, a successor Agent. If Agent has materially breached or failed to perform any material
provision of this Agreement or of applicable law, the Required Lenders may agree in writing to remove and replace Agent with a
successor Agent from among the Lenders with (so long as no Event of Default has occurred and is continuing) the consent of Borrowers
(such consent not to be unreasonably withheld, delayed, or conditioned). In any such event, upon the acceptance of its appointment
as successor Agent hereunder, such successor Agent shall succeed to all the rights, powers, and duties of the retiring Agent and the
term “Agent” shall mean such successor Agent and the retiring Agent’s appointment, powers, and duties as Agent
shall be terminated. After any retiring Agent’s resignation hereunder as Agent, the provisions of this Section 15 shall
inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor
Agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent’s notice of resignation, the
retiring Agent’s resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of
Agent hereunder until such time, if any, as the Lenders appoint a successor Agent as provided for above.


 






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15.10 Lender
in Individual Capacity. Any Lender and its respective Affiliates may make loans to, issue letters of credit for the account
of, accept deposits from, provide Bank Products to, acquire Equity Interests in and generally engage in any kind of banking, trust,
financial advisory, underwriting, or other business with any Loan Party and its Subsidiaries and Affiliates and any other Person
party to any Loan Documents as though such Lender were not a Lender hereunder without notice to or consent of the other members of
the Lender Group (or the Bank Product Providers). The other members of the Lender Group acknowledge (and by entering into a Bank
Product Agreement, each Bank Product Provider shall be deemed to acknowledge) that, pursuant to such activities, such Lender and its
respective Affiliates may receive information regarding a Loan Party or its Affiliates or any other Person party to any Loan
Documents that is subject to confidentiality obligations in favor of such Loan Party or such other Person and that prohibit the
disclosure of such information to the Lenders, and the Lenders acknowledge (and by entering into a Bank Product Agreement, each Bank
Product Provider shall be deemed to acknowledge) that, in such circumstances (and in the absence of a waiver of such confidentiality
obligations, which waiver such Lender will use its reasonable best efforts to obtain), such Lender shall not be under any obligation
to provide such information to them.


 


15.11
Collateral Matters.


 


(a) The
Lenders hereby irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to
authorize) Agent to release any Lien on any Collateral (i) upon the termination of the Revolver Commitments and payment and
satisfaction in full by the Loan Parties and their Subsidiaries of all of the Obligations, (ii) constituting property being sold or
disposed of if a release is required or desirable in connection therewith and if Borrowers certify to Agent that the sale or
disposition is permitted under Section 6.4 (and Agent may rely conclusively on any such certificate, without further
inquiry), (iii) constituting property in which no Loan Party or any of its Subsidiaries owned any interest at the time Agent’s
Lien was granted nor at any time thereafter, (iv) constituting property leased or licensed to a Loan Party or its Subsidiaries under
a lease or license that has expired or is terminated in a transaction permitted under this Agreement, or (v) in connection with a
credit bid or purchase authorized under this Section 15.11. The Loan Parties and the Lenders hereby irrevocably authorize
(and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to authorize) Agent, based upon the
instruction of the Required Lenders, to (a) consent to the sale of, credit bid, or purchase (either directly or indirectly through
one or more entities) all or any portion of the Collateral at any sale thereof conducted under the provisions of the Bankruptcy
Code, including Section 363 of the Bankruptcy Code, (b) credit bid or purchase (either directly or indirectly through one or more
entities) all or any portion of the Collateral at any sale or other disposition thereof conducted under the provisions of the Code,
including pursuant to Sections 9-610 or 9-620 of the Code, or (c) credit bid or purchase (either directly or indirectly through one
or more entities) all or any portion of the Collateral at any other sale or foreclosure conducted or consented to by Agent in
accordance with applicable law in any judicial action or proceeding or by the exercise of any legal or equitable remedy. In
connection with any such credit bid or purchase, (i) the Obligations owed to the Lenders and the Bank Product Providers shall be
entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or unliquidated claims
being estimated for such purpose if the fixing or liquidation thereof would not impair or unduly delay the ability of Agent to
credit bid or purchase at such sale or other disposition of the Collateral and, if such contingent or unliquidated claims cannot be
estimated without impairing or unduly delaying the ability of Agent to credit bid at such sale or other disposition, then such
claims shall be disregarded, not credit bid, and not entitled to any interest in the Collateral that is the subject of such credit
bid or purchase) and the Lenders and the Bank Product Providers whose Obligations are credit bid shall be entitled to receive
interests (ratably based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so
credit bid) in the Collateral that is the subject of such credit bid or purchase (or in the Equity Interests of the any entities
that are used to consummate such credit bid or purchase), and (ii) Agent, based upon the instruction of the Required Lenders, may
accept non-cash consideration, including debt and equity securities issued by any entities used to consummate such credit bid or
purchase and in connection therewith Agent may reduce the Obligations owed to the Lenders and the Bank Product Providers (ratably
based upon the proportion of their Obligations credit bid in relation to the aggregate amount of Obligations so credit bid) based
upon the value of such non-cash consideration; provided, that Bank Product Obligations not entitled to the application set
forth in Section 2.4(b)(iii)(J) shall not be entitled to be, and shall not be, credit bid, or used in the calculation of the
ratable interest of the Lenders and Bank Product Providers in the Obligations which are credit bid. Except as provided above, Agent
will not execute and deliver a release of any Lien on any Collateral without the prior written authorization of (y) if the release
is of all or substantially all of the Collateral, all of the Lenders (without requiring the authorization of the Bank Product
Providers), or (z) otherwise, the Required Lenders (without requiring the authorization of the Bank Product Providers). Upon request
by Agent or Borrowers at any time, the Lenders will (and if so requested, the Bank Product Providers will) confirm in writing
Agent’s authority to release any such Liens on particular types or items of Collateral pursuant to this Section 15.11; provided,
that (1) anything to the contrary contained in any of the Loan Documents notwithstanding, Agent shall not be required to execute any
document or take any action necessary to evidence such release on terms that, in Agent’s opinion, could expose Agent to
liability or create any obligation or entail any consequence other than the release of such Lien without recourse, representation,
or warranty, and (2) such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than
those expressly released) upon (or obligations of Borrowers in respect of) any and all interests retained by any Borrower,
including, the proceeds of any sale, all of which shall continue to constitute part of the Collateral. Each Lender further hereby
irrevocably authorize (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably
authorize) Agent, at its option and in its sole discretion, to subordinate (by contract or otherwise) any Lien granted to or held by
Agent on any property under any Loan Document (a) to the holder of any Permitted Lien on such property if such Permitted Lien
secures purchase money Indebtedness (including Capitalized Lease Obligations) which constitute Permitted Indebtedness and (b) to the
extent Agent has the authority under this Section 15.11 to release its Lien on such property.


 






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(b) Agent
shall have no obligation whatsoever to any of the Lenders (or the Bank Product Providers) (i) to verify or assure that the
Collateral exists or is owned by a Loan Party or any of its Subsidiaries or is cared for, protected, or insured or has been
encumbered, (ii) to verify or assure that Agent’s Liens have been properly or sufficiently or lawfully created, perfected,
protected, or enforced or are entitled to any particular priority, (iii) to verify or assure that any particular items of Collateral
meet the eligibility criteria applicable in respect thereof, (iv) to impose, maintain, increase, reduce, implement, or eliminate any
particular reserve hereunder or to determine whether the amount of any reserve is appropriate or not, or (v) to exercise at all or
in any particular manner or under any duty of care, disclosure or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to Agent pursuant to any of the Loan Documents, it being understood and agreed that in
respect of the Collateral, or any act, omission, or event related thereto, subject to the terms and conditions contained herein,
Agent may act in any manner it may deem appropriate, in its sole discretion given Agent’s own interest in the Collateral in
its capacity as one of the Lenders and that Agent shall have no other duty or liability whatsoever to any Lender (or Bank Product
Provider) as to any of the foregoing, except as otherwise expressly provided herein.


 


15.12
Restrictions on Actions by Lenders; Sharing of Payments.


 


(a)
Each of the Lenders agrees that it shall not, without the express written consent of Agent, and that it shall, to the extent it is
lawfully entitled to do so, upon the written request of Agent, set off against the Obligations, any amounts owing by such Lender to
any Loan Party or its Subsidiaries or any deposit accounts of any Loan Party or its Subsidiaries now or hereafter maintained with
such Lender. Each of the Lenders further agrees that it shall not, unless specifically requested to do so in writing by Agent, take
or cause to be taken any action, including, the commencement of any legal or equitable proceedings to enforce any Loan Document
against any Borrower or any Guarantor or to foreclose any Lien on, or otherwise enforce any security interest in, any of the
Collateral.


 


(b)
If, at any time or times any Lender shall receive (i) by payment, foreclosure, setoff, or otherwise, any proceeds of Collateral or
any payments with respect to the Obligations, except for any such proceeds or payments received by such Lender from Agent pursuant
to the terms of this Agreement, or (ii) payments from Agent in excess of such Lender’s Pro Rata Share of all such
distributions by Agent, such Lender promptly shall (A) turn the same over to Agent, in kind, and with such endorsements as may be
required to negotiate the same to Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and
for application to the Obligations in accordance with the applicable provisions of this Agreement, or (B) purchase, without recourse
or warranty, an undivided interest and participation in the Obligations owed to the other Lenders so that such excess payment
received shall be applied ratably as among the Lenders in accordance with their Pro Rata Shares; provided, that to the extent
that such excess payment received by the purchasing party is thereafter recovered from it, those purchases of participations shall
be rescinded in whole or in part, as applicable, and the applicable portion of the purchase price paid therefor shall be returned to
such purchasing party, but without interest except to the extent that such purchasing party is required to pay interest in
connection with the recovery of the excess payment.


 


15.13 Agency
for Perfection. Agent hereby appoints each other Lender (and each Bank Product Provider) as its agent (and each Lender
hereby accepts (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to accept) such
appointment) for the purpose of perfecting Agent’s Liens in assets which, in accordance with Article 8 or Article 9, as
applicable, of the Code can be perfected by possession or control. Should any Lender obtain possession or control of any such
Collateral, such Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver possession or
control of such Collateral to Agent or in accordance with Agent’s instructions.


 


15.14 Payments
by Agent to the Lenders. All payments to be made by Agent to the Lenders (or Bank Product Providers) shall be made by bank
wire transfer of immediately available funds pursuant to such wire transfer instructions as each party may designate for itself by
written notice to Agent. Concurrently with each such payment, Agent shall identify whether such payment (or any portion thereof)
represents principal, premium, fees, or interest of the Obligations.


 


15.15 Concerning
the Collateral and Related Loan Documents. Each member of the Lender Group authorizes and directs Agent to enter into this
Agreement and the other Loan Documents. Each member of the Lender Group agrees (and by entering into a Bank Product Agreement, each
Bank Product Provider shall be deemed to agree) that any action taken by Agent in accordance with the terms of this Agreement or the
other Loan Documents relating to the Collateral and the exercise by Agent of its powers set forth therein or herein, together with
such other powers that are reasonably incidental thereto, shall be binding upon all of the Lenders (and such Bank Product
Provider).


 






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15.16 Field
Examination Reports; Confidentiality; Disclaimers by Lenders; Other Reports and Information. By becoming a party to this
Agreement, each Lender:


 


(a)
is deemed to have requested that Agent furnish such Lender, promptly after it becomes available, a copy of each field examination
report respecting any Loan Party or its Subsidiaries (each, a “Report”) prepared by or at the request of Agent,
and Agent shall so furnish each Lender with such Reports,


 


(b)
expressly agrees and acknowledges that Agent does not (i) make any representation or warranty as to the accuracy of any Report, and
(ii) shall not be liable for any information contained in any Report,


 


(c)
expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that Agent or other party
performing any field examination will inspect only specific information regarding the Loan Parties and their Subsidiaries and will
rely significantly upon Loan Parties’ and their Subsidiaries’ books and records, as well as on representations of
Borrowers’ personnel,


 


(d)
agrees to keep all Reports and other material, non-public information regarding the Loan Parties and their Subsidiaries and their
operations, assets, and existing and contemplated business plans in a confidential manner in accordance with Section 17.9,
and


 


(e)
without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold Agent and
any other Lender preparing a Report harmless from any action the indemnifying Lender may take or fail to take or any conclusion the
indemnifying Lender may reach or draw from any Report in connection with any loans or other credit accommodations that the
indemnifying Lender has made or may make to Borrowers, or the indemnifying Lender’s participation in, or the indemnifying
Lender’s purchase of, a loan or loans of Borrowers, and (ii) to pay and protect, and indemnify, defend and hold Agent, and any
such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and
other amounts (including, attorneys’ fees and costs) incurred by Agent and any such other Lender preparing a Report as the
direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.


 


In addition to the foregoing, (x) any Lender may from time to time
request of Agent in writing that Agent provide to such Lender a copy of any report or document provided by any Loan Party or its Subsidiaries
to Agent that has not been contemporaneously provided by such Loan Party or such Subsidiary to such Lender, and, upon receipt of such
request, Agent promptly shall provide a copy of same to such Lender, (y) to the extent that Agent is entitled, under any provision of
the Loan Documents, to request additional reports or information from any Loan Party or its Subsidiaries, any Lender may, from time to
time, reasonably request Agent to exercise such right as specified in such Lender’s notice to Agent, whereupon Agent promptly shall
request of Borrowers the additional reports or information reasonably specified by such Lender, and, upon receipt thereof from such Loan
Party or such Subsidiary, Agent promptly shall provide a copy of same to such Lender, and (z) any time that Agent renders to Borrowers
a statement regarding the Loan Account, Agent shall send a copy of such statement to each Lender.


 






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15.17 Several
Obligations; No Liability. Notwithstanding that certain of the Loan Documents now or hereafter may have been or will be
executed only by or in favor of Agent in its capacity as such, and not by or in favor of the Lenders, any and all obligations on the
part of Agent (if any) to make any credit available hereunder shall constitute the several (and not joint) obligations of the
respective Lenders on a ratable basis, according to their respective Revolver Commitments, to make an amount of such credit not to
exceed, in principal amount, at any one time outstanding, the amount of their respective Revolver Commitments. Nothing contained
herein shall confer upon any Lender any interest in, or subject any Lender to any liability for, or in respect of, the business,
assets, profits, losses, or liabilities of any other Lender. Each Lender shall be solely responsible for notifying its Participants
of any matters relating to the Loan Documents to the extent any such notice may be required, and no Lender shall have any
obligation, duty, or liability to any Participant of any other Lender. Except as provided in Section 15.7, no member of the
Lender Group shall have any liability for the acts of any other member of the Lender Group. No Lender shall be responsible to any
Borrower or any other Person for any failure by any other Lender (or Bank Product Provider) to fulfill its obligations to make
credit available hereunder, nor to advance for such Lender (or Bank Product Provider) or on its behalf, nor to take any other action
on behalf of such Lender (or Bank Product Provider) hereunder or in connection with the financing contemplated herein.


 


16.
WITHHOLDING TAXES.


 


16.1
Payments. All payments made by any Loan Party under any Loan Document will be made free and clear of, and without deduction
or withholding for, any Taxes, except as otherwise required by applicable law, and in the event any deduction or withholding of Taxes
is required, the applicable Loan Party shall make the requisite withholding, promptly pay over to the applicable Governmental Authority
the withheld tax, and furnish to Agent as promptly as possible after the date the payment of any such Tax is due pursuant to applicable
law, certified copies of tax receipts evidencing such payment by the Loan Parties. Furthermore, if any such Tax is an Indemnified Taxes
or an Indemnified Tax is so levied or imposed, the Loan Parties agree to pay the full amount of such Indemnified Taxes and such additional
amounts as may be necessary so that every payment of all amounts due under this Agreement, any note, or Loan Document, including any
amount paid pursuant to this Section 16.1 after withholding or deduction for or on account of any Indemnified Taxes, will not
be less than the amount provided for herein. The Loan Parties will promptly pay any Other Taxes or reimburse Agent for such Other Taxes
upon Agent’s demand. The Loan Parties shall jointly and severally indemnify each Indemnified Person (as defined in Section 10.3)
(collectively a “Tax Indemnitee”) for the full amount of Indemnified Taxes arising in connection with this Agreement
or any other Loan Document or breach thereof by any Loan Party (including, without limitation, any Indemnified Taxes imposed or asserted
on, or attributable to, amounts payable under this Section 16) imposed on, or paid by, such Tax Indemnitee and all reasonable
costs and expenses related thereto (including fees and disbursements of attorneys and other tax professionals), as and when they are
incurred and irrespective of whether suit is brought, whether or not such Indemnified Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority (other than Indemnified Taxes and additional amounts that a court of competent jurisdiction finally
determines to have resulted from the gross negligence or willful misconduct of such Tax Indemnitee). The obligations of the Loan Parties
under this Section 16 shall survive the termination of this Agreement, the resignation and replacement of the Agent, and the repayment
of the Obligations.


 






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16.2
Exemptions.


 


(a) If a
Lender or Participant is entitled to claim an exemption or reduction from United States withholding tax, such Lender or Participant
agrees with and in favor of Agent, to deliver to Agent (or, in the case of a Participant, to the Lender granting the participation
only) and the Administrative Borrower on behalf of all Borrowers one of the following before receiving its first payment under this
Agreement:


 


(i)
if such Lender or Participant is entitled to claim an exemption from United States withholding tax pursuant to the portfolio
interest exception, (A) a statement of the Lender or Participant, signed under penalty of perjury, that it is not a (I) a
“bank” as described in Section 881(c)(3)(A) of the IRC, (II) a 10% shareholder of Administrative Borrower (within the
meaning of Section 871(h)(3)(B) of the IRC), or (III) a controlled foreign corporation related to Borrowers within the meaning of
Section 864(d)(4) of the IRC, and (B) a properly completed and executed IRS Form W-8BEN, Form W-8BEN-E or Form W-8IMY (with proper
attachments as applicable);


 


(ii)
if such Lender or Participant is entitled to claim an exemption from, or a reduction of, withholding tax under a United States tax
treaty, a properly completed and executed copy of IRS Form W-8BEN or Form W-8BEN-E, as applicable;


 


(iii)
if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding
tax because it is effectively connected with a United States trade or business of such Lender, a properly completed and executed
copy of IRS Form W-8ECI;


 


(iv)
if such Lender or Participant is entitled to claim that interest paid under this Agreement is exempt from United States withholding
tax because such Lender or Participant serves as an intermediary, a properly completed and executed copy of IRS Form W-8IMY
(including a withholding statement and copies of the tax certification documentation for its beneficial owner(s) of the income paid
to the intermediary, if required based on its status provided on the Form W-8IMY); or


 


(v)
a properly completed and executed copy of any other form or forms, including IRS Form W-9, as may be required under the IRC or other
laws of the United States as a condition to exemption from, or reduction of, United States withholding or backup withholding
tax.


 


(b)
Each Lender or Participant shall provide new forms (or successor forms) upon the expiration or obsolescence of any previously
delivered forms and to promptly notify Agent and Administrative Borrower (or, in the case of a Participant, to the Lender granting
the participation only) of any change in circumstances which would modify or render invalid any claimed exemption or reduction.


 


(c)
If a Lender or Participant claims an exemption from withholding tax in a jurisdiction other than the United States, such Lender or
such Participant agrees with and in favor of Agent and Borrowers, to deliver to Agent and Administrative Borrower (or, in the case
of a Participant, to the Lender granting the participation only) any such form or forms, as may be required under the laws of such
jurisdiction as a condition to exemption from, or reduction of, foreign withholding or backup withholding tax before receiving its
first payment under this Agreement, but only if such Lender or such Participant is legally able to deliver such forms, or the
providing of or delivery of such forms in the Lender's reasonable judgment would not subject such Lender to any material
unreimbursed cost or expense or materially prejudice the legal or commercial position of such Lender (or its Affiliates); provided, further,
that nothing in this Section 16.2(c) shall require a Lender or Participant to disclose any information that it deems to be
confidential (including without limitation, its tax returns). Each Lender and each Participant shall provide new forms (or successor
forms) upon the expiration or obsolescence of any previously delivered forms and to promptly notify Agent and Administrative
Borrower (or, in the case of a Participant, to the Lender granting the participation only) of any change in circumstances which
would modify or render invalid any claimed exemption or reduction.





 






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(d)
If a Lender or Participant claims exemption from, or reduction of, withholding tax and such Lender or Participant sells, assigns,
grants a participation in, or otherwise transfers all or part of the Obligations of Borrowers to such Lender or Participant, such
Lender or Participant agrees to notify Agent and Administrative Borrower (or, in the case of a sale of a participation interest, to
the Lender granting the participation only) of the percentage amount in which it is no longer the beneficial owner of Obligations of
Borrowers to such Lender or Participant. To the extent of such percentage amount, Agent and Administrative Borrower will treat such
Lender’s or such Participant’s documentation provided pursuant to Section 16.2(a) or 16.2(c) as no longer
valid. With respect to such percentage amount, such Participant or Assignee may provide new documentation, pursuant to Section
16.2(a) or 16.2(c), if applicable. Borrowers agree that each Participant shall be entitled to the benefits of this Section
16 with respect to its participation in any portion of the Revolver Commitments and the Obligations so long as such Participant
complies with the obligations set forth in this Section 16 with respect thereto.


 


(e)
If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender
were to fail to comply with the applicable due diligence and reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the IRC, as applicable), such Lender shall deliver to Agent (or, in the case of a Participant, to the Lender granting the
participation only) at the time or times prescribed by law and at such time or times reasonably requested by Agent (or, in the case of
a Participant, the Lender granting the participation) such documentation prescribed by applicable law (including as prescribed by Section
1471(b)(3)(C)(i) of the IRC) and such additional documentation reasonably requested by Agent (or, in the case of a Participant, the Lender
granting the participation) as may be necessary for Agent or Borrowers to comply with their obligations under FATCA and to determine
that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such
payment. Solely for purposes of this clause (e), “FATCA” shall include any amendments made to FATCA or an intergovernmental
agreement after the date of this Agreement.


 


16.3
Reductions.


 


(a)
If a Lender or a Participant is subject to an applicable withholding tax, Agent (or, in the case of a Participant, the Lender
granting the participation) may withhold from any payment to such Lender or such Participant an amount equivalent to the applicable
withholding tax. If the forms or other documentation required by Section 16.2(a) or 16.2(c) are not delivered to Agent
(or, in the case of a Participant, to the Lender granting the participation), then Agent (or, in the case of a Participant, to the
Lender granting the participation) may withhold from any payment to such Lender or such Participant not providing such forms or
other documentation an amount equivalent to the applicable withholding tax.


 


(b) If
the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that Agent (or, in the case
of a Participant, to the Lender granting the participation) did not properly withhold tax from amounts paid to or for the account of
any Lender or any Participant due to a failure on the part of the Lender or any Participant (because the appropriate form was not
delivered, was not properly executed, or because such Lender failed to notify Agent (or such Participant failed to notify the Lender
granting the participation) of a change in circumstances which rendered the exemption from, or reduction of, withholding tax
ineffective, or for any other reason) such Lender shall indemnify and hold Agent harmless (or, in the case of a Participant, such
Participant shall indemnify and hold the Lender granting the participation harmless) for all amounts paid, directly or indirectly,
by Agent (or, in the case of a Participant, to the Lender granting the participation), as tax or otherwise, including penalties and
interest, and including any taxes imposed by any jurisdiction on the amounts payable to Agent (or, in the case of a Participant, to
the Lender granting the participation only) under this Section 16, together with all costs and expenses (including
attorneys’ fees and expenses). The obligation of the Lenders and the Participants under this subsection shall survive the
payment of all Obligations and the resignation or replacement of Agent.


 






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16.4 Refunds.
If Agent or a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes to which the Loan
Parties have paid additional amounts pursuant to this Section 16, so long as no Default or Event of Default has occurred and
is continuing, it shall pay over such refund to the Administrative Borrower on behalf of the Loan Parties (but only to the extent of
payments made, or additional amounts paid, by the Loan Parties under this Section 16 with respect to Indemnified Taxes giving
rise to such a refund), net of all out-of-pocket expenses of Agent or such Lender and without interest (other than any interest paid
by the applicable Governmental Authority with respect to such a refund); provided, that the Loan Parties, upon the request of
Agent or such Lender, agrees to repay the amount paid over to the Loan Parties (plus any penalties, interest or other charges,
imposed by the applicable Governmental Authority, other than such penalties, interest or other charges imposed as a result of the
willful misconduct or gross negligence of Agent or Lender hereunder as finally determined by a court of competent jurisdiction) to
Agent or such Lender in the event Agent or such Lender is required to repay such refund to such Governmental Authority.
Notwithstanding anything in this Agreement to the contrary, this Section 16 shall not be construed to require Agent or any
Lender to make available its tax returns (or any other information which it deems confidential) to Loan Parties or any other Person
or require Agent or any Lender to pay any amount to an indemnifying party pursuant to Section 16.4, the payment of which
would place Agent or such Lender (or their Affiliates) in a less favorable net after-Tax position than such Person would have been
in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the
indemnification payments or additional amounts with respect to such Tax had never been paid.


 


17.
GENERAL PROVISIONS.


 


17.1 Effectiveness.
This Agreement shall be binding and deemed effective when executed by each Borrower, Agent, and each Lender whose signature is
provided for on the signature pages hereof.


 


17.2 Section
Headings. Headings and numbers have been set forth herein for convenience only. Unless the contrary is compelled by the
context, everything contained in each Section applies equally to this entire Agreement.


 


17.3 Interpretation.
Neither this Agreement nor any uncertainty or ambiguity herein shall be construed against the Lender Group or any Borrower, whether
under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by all parties and shall be construed
and interpreted according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all
parties hereto.


 


17.4 Severability
of Provisions. Each provision of this Agreement shall be severable from every other provision of this Agreement for the
purpose of determining the legal enforceability of any specific provision.


 






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17.5 Bank
Product Providers. Each Bank Product Provider in its capacity as such shall be deemed a third party beneficiary hereof and
of the provisions of the other Loan Documents for purposes of any reference in a Loan Document to the parties for whom Agent is
acting. Agent hereby agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product
Agreement, the applicable Bank Product Provider shall be automatically deemed to have appointed Agent as its agent and to have
accepted the benefits of the Loan Documents. It is understood and agreed that the rights and benefits of each Bank Product Provider
under the Loan Documents consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and security
interests (and, if applicable, guarantees) granted to Agent and the right to share in payments and collections out of the Collateral
as more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering into a Bank Product Agreement, shall
be automatically deemed to have agreed that Agent shall have the right, but shall have no obligation, to establish, maintain, relax,
or release reserves in respect of the Bank Product Obligations and that if reserves are established there is no obligation on the
part of Agent to determine or insure whether the amount of any such reserve is appropriate or not. In connection with any such
distribution of payments or proceeds of Collateral, Agent shall be entitled to assume no amounts are due or owing to any Bank
Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed
calculation) to Agent as to the amounts that are due and owing to it and such written certification is received by Agent a
reasonable period of time prior to the making of such distribution. Agent shall have no obligation to calculate the amount due and
payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the
applicable Bank Product Provider. In the absence of an updated certification, Agent shall be entitled to assume that the amount due
and payable to the applicable Bank Product Provider is the amount last certified to Agent by such Bank Product Provider as being due
and payable (less any distributions made to such Bank Product Provider on account thereof). Borrowers may obtain Bank Products from
any Bank Product Provider, although Borrowers are not required to do so. Each Borrower acknowledges and agrees that no Bank Product
Provider has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider is in the
sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary in this Agreement or any other
Loan Document, no provider or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed a Lender)
solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor
shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable)
for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the
release of Collateral or Guarantors.


 


17.6 Debtor-Creditor
Relationship. The relationship between the Lenders and Agent, on the one hand, and the Loan Parties, on the other hand, is
solely that of creditor and debtor. No member of the Lender Group has (or shall be deemed to have) any fiduciary relationship or
duty to any Loan Party arising out of or in connection with the Loan Documents or the transactions contemplated thereby, and there
is no agency or joint venture relationship between the members of the Lender Group, on the one hand, and the Loan Parties, on the
other hand, by virtue of any Loan Document or any transaction contemplated therein.


 


17.7 Counterparts;
Electronic Execution. This Agreement may be executed in any number of counterparts and by different parties on separate
counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together,
shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile or other
electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Agreement.
Any party delivering an executed counterpart of this Agreement by telefacsimile or other electronic method of transmission also
shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall
not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each other Loan Document mutatis
mutandis.


 






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17.8 Revival
and Reinstatement of Obligations; Certain Waivers. If any member of the Lender Group or any Bank Product Provider repays,
refunds, restores, or returns in whole or in part, any payment or property (including any proceeds of Collateral) previously paid or
transferred to such member of the Lender Group or such Bank Product Provider in full or partial satisfaction of any Obligation or on
account of any other obligation of any Loan Party under any Loan Document or any Bank Product Agreement, because the payment,
transfer, or the incurrence of the obligation so satisfied is asserted or declared to be void, voidable, or otherwise recoverable
under any law relating to creditors’ rights, including provisions of the Bankruptcy Code relating to fraudulent transfers,
preferences, or other voidable or recoverable obligations or transfers (each, a “Voidable Transfer”), or because
such member of the Lender Group or Bank Product Provider elects to do so on the reasonable advice of its counsel in connection with
a claim that the payment, transfer, or incurrence is or may be a Voidable Transfer, then, as to any such Voidable Transfer, or the
amount thereof that such member of the Lender Group or Bank Product Provider elects to repay, restore, or return (including pursuant
to a settlement of any claim in respect thereof), and as to all reasonable costs, expenses, and attorneys’ fees of such member
of the Lender Group or Bank Product Provider related thereto, (i) the liability of the Loan Parties with respect to the amount or
property paid, refunded, restored, or returned will automatically and immediately be revived, reinstated, and restored and will
exist, and (ii) Agent’s Liens securing such liability shall be effective, revived, and remain in full force and effect, in
each case, as fully as if such Voidable Transfer had never been made. If, prior to any of the foregoing, (A) Agent’s Liens
shall have been released or terminated, or (B) any provision of this Agreement shall have been terminated or cancelled,
Agent’s Liens, or such provision of this Agreement, 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 obligation of any Loan
Party in respect of such liability or any Collateral securing such liability. This provision shall survive the termination of this
Agreement and the repayment in full of the Obligations.


 


17.9
Confidentiality.


 


(a) Agent
and Lenders each individually (and not jointly or jointly and severally) agree that material, non-public information regarding the
Loan Parties and their Subsidiaries, their operations, assets, and existing and contemplated business plans (“Confidential
Information”) shall be treated by Agent and the Lenders in a confidential manner, and shall not be disclosed by Agent and
the Lenders to Persons who are not parties to this Agreement, except: (i) to attorneys for and other advisors, accountants,
auditors, and consultants to any member of the Lender Group and to employees, directors and officers of any member of the Lender
Group (the Persons in this clause (i), “Lender Group Representatives”) on a “need to know” basis in
connection with this Agreement and the transactions contemplated hereby and on a confidential basis, (ii) to Subsidiaries and
Affiliates of any member of the Lender Group (including the Bank Product Providers); provided, that any such Subsidiary or
Affiliate shall have agreed to receive such information hereunder subject to the terms of this Section 17.9, (iii) as may be
required by regulatory authorities so long as such authorities are informed of the confidential nature of such information, (iv) as
may be required by statute, decision, or judicial or administrative order, rule, or regulation; provided, that (x) prior to
any disclosure under this clause (iv), the disclosing party agrees to provide Borrowers with prior notice thereof, to the extent
that it is practicable to do so and to the extent that the disclosing party is permitted to provide such prior notice to Borrowers
pursuant to the terms of the applicable statute, decision, or judicial or administrative order, rule, or regulation and (y) any
disclosure under this clause (iv) shall be limited to the portion of the Confidential Information as may be required by such
statute, decision, or judicial or administrative order, rule, or regulation, (v) as may be agreed to in advance in writing by
Borrowers, (vi) as requested or required by any Governmental Authority pursuant to any subpoena or other legal process; provided,
that (x) prior to any disclosure under this clause (vi) the disclosing party agrees to provide Borrowers with prior written notice
thereof, to the extent that it is practicable to do so and to the extent that the disclosing party is permitted to provide such
prior written notice to Borrowers pursuant to the terms of the subpoena or other legal process and (y) any disclosure under this
clause (vi) shall be limited to the portion of the Confidential Information as may be required by such Governmental Authority
pursuant to such subpoena or other legal process, (vii) as to any such information that is or becomes generally available to the
public (other than as a result of prohibited disclosure by Agent or the Lenders or the Lender Group Representatives), (viii) in
connection with any assignment, participation or pledge of any Lender’s interest under this Agreement; provided, that
prior to receipt of Confidential Information any such assignee, participant, or pledgee shall have agreed in writing to receive such
Confidential Information either subject to the terms of this Section 17.9 or pursuant to confidentiality requirements
substantially similar to those contained in this Section 17.9 (and such Person may disclose such Confidential Information to
Persons employed or engaged by them as described in clause (i) above), (ix) in connection with any litigation or other adversary
proceeding involving parties hereto which such litigation or adversary proceeding involves claims related to the rights or duties of
such parties under this Agreement or the other Loan Documents; provided, that prior to any disclosure to any Person (other
than any Loan Party, Agent, any Lender, any of their respective Affiliates, or their respective counsel) under this clause (ix) with
respect to litigation involving any Person (other than any Borrower, Agent, any Lender, any of their respective Affiliates, or their
respective counsel), the disclosing party agrees to provide Borrowers with prior written notice thereof, and (x) in connection with,
and to the extent reasonably necessary for, the exercise of any secured creditor remedy under this Agreement or under any other Loan
Document.


 






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(b)
Anything in this Agreement to the contrary notwithstanding, Agent may disclose information concerning the terms and conditions of
this Agreement and the other Loan Documents to loan syndication and pricing reporting services or in its marketing or promotional
materials, with such information to consist of deal terms and other information customarily found in such publications or marketing
or promotional materials and may otherwise use the name, logos, and other insignia of any Borrower or the other Loan Parties and the
Revolver Commitments provided hereunder in any “tombstone” or other advertisements, on its website or in other marketing
materials of the Agent.


 


(c) Each
Loan Party agrees that Agent may make Borrower Materials available to the Lenders by posting the Communications on IntraLinks,
SyndTrak or a substantially similar secure electronic transmission system (the “Platform”). The Platform is
provided “as is” and “as available.” Agent does not warrant the accuracy or completeness of the Borrower
Materials, or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the communications. No
warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a
particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by Agent in
connection with the Borrower Materials or the Platform. In no event shall Agent or any of the Agent-Related Persons have any
liability to the Loan Parties, any Lender or any other person for damages of any kind, including direct or indirect, special,
incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of any Loan
Party’s or Agent’s transmission of communications through the Internet, except to the extent the liability of such
person is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such person’s
gross negligence or willful misconduct. Each Loan Party further agrees that certain of the Lenders may be “public-side”
Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Loan Parties or their
securities) (each, a “Public Lender”). The Loan Parties shall be deemed to have authorized Agent and its
Affiliates and the Lenders to treat Borrower Materials marked “PUBLIC” or otherwise at any time filed with the SEC as
not containing any material non-public information with respect to the Loan Parties or their securities for purposes of United
States federal and state securities laws. All Borrower Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform designated as “Public Investor” (or another similar term). Agent and its Affiliates
and the Lenders shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” or that are not at any
time filed with the SEC as being suitable only for posting on a portion of the Platform not marked as “Public Investor”
(or such other similar term).


 


(d)
The Loan Parties maintain individually identifiable healthcare information as defined under HIPAA and Other Privacy Laws, or other
confidential information relating to healthcare patients (collectively, the “Confidential Healthcare
Information”). Each Loan Party shall take reasonable steps in compliance with HIPAA and Other Privacy Laws to ensure that
Confidential Healthcare Information is not disclosed to Agent, Lenders or their respective representatives and is protected against
unauthorized access, use, modification or disclosure during the course of field examinations and other visits, inspections,
examinations and discussions with representatives of Agent and Lenders. Notwithstanding the foregoing, Agent, Lenders and their
respective representatives may receive, maintain or transmit Confidential Healthcare Information upon entering into a Business
Associate Agreement (as such term is defined in HIPAA) satisfactory to the Loan Parties, Agent and Lenders.


 






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17.10 Survival.
All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon
by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding
that Agent, Issuing Bank, or any Lender may have had notice or knowledge of any Default or Event of Default or incorrect
representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the
principal of, or any accrued interest on, any Loan or any fee or any other amount payable under this Agreement is outstanding or
unpaid or any Letter of Credit is outstanding and so long as the Revolver Commitments have not expired or been terminated.


 


17.11 Patriot
Act; Due Diligence. Each Lender that is subject to the requirements of the Patriot Act hereby notifies the Loan Parties that
pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Loan
Party, which information includes the name and address of each Loan Party and other information that will allow such Lender to
identify each Loan Party in accordance with the Patriot Act. In addition, Agent and each Lender shall have the right to periodically
conduct due diligence on all Loan Parties, their senior management, key principals, beneficial owners, and legal owners. Each Loan
Party agrees to cooperate in respect of the conduct of such due diligence and further agrees that the reasonable costs and charges
for any such due diligence by Agent shall constitute Lender Group Expenses hereunder and be for the account of Borrowers.


 


17.12
Integration. This Agreement, together with the other Loan Documents, reflects the entire understanding of the parties with
respect to the transactions contemplated hereby and shall not be contradicted or qualified by any other agreement, oral or written, before
the date hereof. The foregoing to the contrary notwithstanding, all Bank Product Agreements, if any, are independent agreements governed
by the written provisions of such Bank Product Agreements, which will remain in full force and effect, unaffected by any repayment, prepayments,
acceleration, reduction, increase, or change in the terms of any credit extended hereunder, except as otherwise expressly provided in
such Bank Product Agreement.


 






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17.13 Administrative
Borrower. Each Borrower hereby irrevocably appoints Parent as the borrowing agent and attorney-in-fact for all Borrowers
(the “Administrative Borrower”) which appointment shall remain in full force and effect unless and until Agent
shall have received prior written notice signed by each Borrower that such appointment has been revoked and that another Borrower
has been appointed Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower (a)
to provide Agent with all notices with respect to Revolving Loans and Letters of Credit obtained for the benefit of any Borrower and
all other notices and instructions under this Agreement and the other Loan Documents (and any notice or instruction provided by
Administrative Borrower shall be deemed to be given by Borrowers hereunder and shall bind each Borrower), (b) to receive notices and
instructions from members of the Lender Group (and any notice or instruction provided by any member of the Lender Group to the
Administrative Borrower in accordance with the terms hereof shall be deemed to have been given to each Borrower), (c) to enter into
Bank Product Provider Agreements on behalf of Borrowers and their Subsidiaries, and (d) to take such action as the Administrative
Borrower deems appropriate on its behalf to obtain Revolving Loans and Letters of Credit and to exercise such other powers as are
reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the Loan Account
and Collateral in a combined fashion, as more fully set forth herein, is done solely as an accommodation to Borrowers in order to
utilize the collective borrowing powers of Borrowers in the most efficient and economical manner and at their request, and that
Lender Group shall not incur liability to any Borrower as a result hereof. Each Borrower expects to derive benefit, directly or
indirectly, from the handling of the Loan Account and the Collateral in a combined fashion since the successful operation of each
Borrower is dependent on the continued successful performance of the integrated group. To induce the Lender Group to do so, and in
consideration thereof, each Borrower hereby jointly and severally agrees to indemnify each member of the Lender Group and hold each
member of the Lender Group harmless against any and all liability, expense, loss or claim of damage or injury, made against the
Lender Group by any Borrower or by any third party whosoever, arising from or incurred by reason of (i) the handling of the Loan
Account and Collateral of Borrowers as herein provided, or (ii) the Lender Group’s relying on any instructions of the
Administrative Borrower, except that Borrowers will have no liability to the relevant Agent-Related Person or
Lender-Related Person under this Section 17.13 with respect to any liability that has been finally determined by a court of
competent jurisdiction to have resulted solely from the gross negligence or willful misconduct of such Agent-Related Person or
Lender-Related Person, as the case may be.


 


17.14 Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in
any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any
EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the
write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound
by:


 


(a)
the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)
the effects of any Bail-in Action on any such liability, including, if applicable:  


 


(i)
a reduction in full or in part or cancellation of any such liability;


 


(ii)
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this
Agreement or any other Loan Document; or


 


(iii)
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA
Resolution Authority.


 


[Signature
pages to follow.]


 


 


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