Exhibit 10.12


 


Execution Version


 





 


CREDIT AND SECURITY AGREEMENT (TERM LOAN)


 


dated as of October 27, 2020


 


by and among


 


AKOYA BIOSCIENCES, INC.,


 


and any additional borrower that hereafter
becomes party hereto, each as Borrower, and collectively as Borrowers,


 


and


 


MIDCAP FINANCIAL TRUST,


 


as Agent and as a Lender,


 


and


 


THE ADDITIONAL LENDERS


 


FROM TIME TO TIME PARTY HERETO


 


 


 


 






     

     


    

 


TABLE OF CONTENTS


 


	 	Page
	Article 1
    - DEFINITIONS	1
	 	 	 
	Section 1.1	Certain
    Defined Terms	1
	Section 1.2	Accounting
    Terms and Determinations	34
	Section 1.3	Other
    Definitional and Interpretive Provisions	35
	Section 1.4	Settlement
    and Funding Mechanics	35
	Section 1.5	Time
    is of the Essence	35
	Section 1.6	Time
    of Day	35
	 	 	 
	Article 2
    - LOANS	36
	 	 	 
	Section 2.1	Loans	36
	Section 2.2	Interest, Interest
    Calculations and Certain Fees	40
	Section 2.3	Notes	41
	Section 2.4	Reserved	41
	Section 2.5	Reserved	41
	Section 2.6	General
    Provisions Regarding Payment; Loan Account	41
	Section 2.7	Maximum
    Interest	42
	Section 2.8	Taxes;
    Capital Adequacy	42
	Section 2.9	Appointment
    of Borrower Representative	47
	Section 2.10	Joint
    and Several Liability; Rights of Contribution; Subordination and Subrogation	48
	Section 2.11	[Reserved]	50
	Section 2.12	Termination;
    Restriction on Termination	50
	 	 	 
	Article 3
    - REPRESENTATIONS AND WARRANTIES	51
	 	 	 
	Section 3.1	Existence
    and Power	51
	Section 3.2	Organization
    and Governmental Authorization; No Contravention	52
	Section 3.3	Binding
    Effect	52
	Section 3.4	Capitalization	52
	Section 3.5	Financial
    Information	52
	Section 3.6	Litigation	53
	Section 3.7	Ownership
    of Property	53
	Section 3.8	No
    Default	53
	Section 3.9	Labor
    Matters	53
	Section 3.10	Investment
    Company Act	53
	Section 3.11	Margin
    Regulations	53
	Section 3.12	Compliance
    With Laws; Anti-Terrorism Laws	54
	Section 3.13	Taxes	54
	Section 3.14	Compliance
    with ERISA	54
	Section 3.15	Consummation
    of Financing Documents; Brokers	55
	Section 3.16	[Reserved]	55




 






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	Section 3.17	Material
    Contracts	55
	Section 3.18	Compliance with Environmental
    Requirements; No Hazardous Materials	55
	Section 3.19	Intellectual Property
    and License Agreements	56
	Section 3.20	Solvency	56
	Section 3.21	Full Disclosure	56
	Section 3.22	[Reserved]	57
	Section 3.23	Subsidiaries	57
	Section 3.24	Regulatory Matters	57
	Section 3.25	[Reserved]	58
	Section 3.26	Senior Indebtedness Status	58
	Section 3.27	Accuracy of Schedules	58
	 	 	 
	Article 4
    - AFFIRMATIVE COVENANTS	58
	 	 	 
	Section 4.1	Financial Statements
    and Other Reports and Notices	58
	Section 4.2	Payment and Performance
    of Obligations	60
	Section 4.3	Maintenance of Existence	61
	Section 4.4	Maintenance of Property;
    Insurance	61
	Section 4.5	Compliance with Laws
    and Material Contracts	62
	Section 4.6	Inspection of Property,
    Books and Records	62
	Section 4.7	Use of Proceeds	63
	Section 4.8	Reserved	63
	Section 4.9	Notices of Material Contracts,
    Litigation and Defaults	63
	Section 4.10	Hazardous Materials;
    Remediation	64
	Section 4.11	Further Assurances	64
	Section 4.12	Reserved	65
	Section 4.13	Power of Attorney	65
	Section 4.14	Reserved	66
	Section 4.15	Reserved	66
	Section 4.16	Intellectual Property
    and Licensing	66
	Section 4.17	Regulatory Covenants	67
	 	 	 
	Article 5
    - NEGATIVE COVENANTS	68
	 	 
	Section 5.1	Debt; Contingent Obligations	68
	Section 5.2	Liens	68
	Section 5.3	Distributions	68
	Section 5.4	Restrictive Agreements	68
	Section 5.5	Payments and Modifications
    of Subordinated Debt	68
	Section 5.6	Consolidations, Mergers
    and Sales of Assets;	69
	Section 5.7	Purchase of Assets, Investments	69
	Section 5.8	Transactions with Affiliates	70
	Section 5.9	Modification of Organizational
    Documents	70
	Section 5.10	Modification of Certain
    Agreements	70
	Section 5.11	Conduct of Business	70
	Section 5.12	Reserved	71




 






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	Section 5.13	Limitation on Sale and Leaseback Transactions	71
	Section 5.14	Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts	71
	Section 5.15	Compliance with Anti-Terrorism Laws	72
	Section 5.16	Change in Accounting	72
	Section 5.17	Investment Company Act	72
	Section 5.18	Restricted Foreign Subsidiaries	72
	 	 	 
	Article 6 - FINANCIAL COVENANTS 	73
	 	 	 
	Section 6.1	Minimum Net Revenue	73
	Section 6.2	Evidence of Compliance	73
	 	 	 
	Article 7 - CONDITIONS 	73
	 	 	 
	Section 7.1	Conditions to Closing	73
	Section 7.2	Conditions to Each Loan	74
	Section 7.3	Searches	75
	Section 7.4	Post-Closing Requirements	75
	 	 	 
	Article 8 - [RESERVED] 	75
	 	 	 
	Article 9 - SECURITY AGREEMENT 	75
	 	 	 
	Section 9.1	Generally	75
	Section 9.2	Representations and Warranties and Covenants Relating to Collateral	75
	 	 	 
	Article 10 - EVENTS OF DEFAULT 	80
	 	 	 
	Section 10.1	Events of Default	80
	Section 10.2	Acceleration and Suspension or Termination of Term Loan Commitment	83
	Section 10.3	UCC Remedies	83
	Section 10.4	Reserved	85
	Section 10.5	Default Rate of Interest	85
	Section 10.6	Setoff Rights	86
	Section 10.7	Application of Proceeds	86
	Section 10.8	Waivers	87
	Section 10.9	Injunctive Relief	88
	Section 10.10	Marshalling; Payments Set Aside	89
	 	 	 
	Article 11 - AGENT 	89
	 	 	 
	Section 11.1	Appointment and Authorization	89
	Section 11.2	Agent and Affiliates	89
	Section 11.3	Action by Agent	89
	Section 11.4	Consultation with Experts	90




 






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	Section 11.5	Liability of Agent	90
	Section 11.6	Indemnification	90
	Section 11.7	Right to Request and Act on Instructions	90
	Section 11.8	Credit Decision	91
	Section 11.9	Collateral Matters	91
	Section 11.10	Agency for Perfection	91
	Section 11.11	Notice of Default	92
	Section 11.12	Assignment by Agent; Resignation of Agent; Successor Agent	92
	Section 11.13	Payment and Sharing of Payment	93
	Section 11.14	Right to Perform, Preserve and Protect	94
	Section 11.15	Additional Titled Agents	94
	Section 11.16	Amendments and Waivers	94
	Section 11.17	Assignments and Participations	96
	Section 11.18	Funding and Settlement Provisions Applicable When Non-Funding Lenders Exist	99
	 	 	 
	Article 12 - MISCELLANEOUS 	99
	 	 	 
	Section 12.1	Survival	99
	Section 12.2	No Waivers	99
	Section 12.3	Notices	100
	Section 12.4	Severability	100
	Section 12.5	Headings	100
	Section 12.6	Confidentiality	101
	Section 12.7	Waiver of Consequential and Other Damages	101
	Section 12.8	GOVERNING LAW; SUBMISSION TO JURISDICTION	102
	Section 12.9	WAIVER OF JURY TRIAL	102
	Section 12.10	Publication; Advertisement	103
	Section 12.11	Counterparts; Integration	103
	Section 12.12	No Strict Construction	104
	Section 12.13	Lender Approvals	104
	Section 12.14	Expenses; Indemnity	104
	Section 12.15	Reinstatement	106
	Section 12.16	Successors and Assigns	106
	Section 12.17	USA PATRIOT Act Notification	106
	Section 12.18	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	106



 






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CREDIT AND SECURITY AGREEMENT (TERM
LOAN)


 


This CREDIT AND
SECURITY AGREEMENT (TERM LOAN) (as the same may be amended, supplemented, restated or otherwise modified from time to time,
the “Agreement”) is dated as of October 27, 2020 by and among AKOYA BIOSCIENCES, INC., a Delaware
corporation, and each additional borrower that may hereafter be added to this Agreement (each individually as a “Borrower”,
and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the
 “Borrowers”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent,
and the financial institutions or other entities from time to time parties hereto, each as a Lender.


 


RECITALS


 


Borrowers have requested
that Lenders make available to Borrowers the financing facilities as described herein. Lenders are willing to extend such credit
to Borrowers under the terms and conditions herein set forth.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and the agreements, provisions and covenants herein contained, Borrowers, Lenders and Agent agree
as follows:


 


Article 1
- DEFINITIONS


 


Section 1.1     Certain
Defined Terms. The following terms have the following meanings:


 


“Acceleration
Event” means the occurrence of an Event of Default (a) in respect of which Agent has declared all or any portion
of the Obligations to be immediately due and payable pursuant to Section 10.2, (b) pursuant to Section 10.1(a),
and in respect of which Agent has suspended or terminated the Term Loan Commitment pursuant to Section 10.2, and/or (c) pursuant
to either Section 10.1(e) and/or Section 10.1(f).


 


“Account Debtor”
means “account debtor”, as defined in Article 9 of the UCC, and any other obligor in respect of an Account.


 


“Accounts”
means, collectively, (a) any right to payment of a monetary obligation, whether or not earned by performance, (b) without
duplication, any “account” (as defined in the UCC), any accounts receivable (whether in the form of payments for services
rendered or goods sold, rents, license fees or otherwise), any “health-care-insurance receivables” (as defined in the
UCC), any “payment intangibles” (as defined in the UCC) and all other rights to payment and/or reimbursement of every
kind and description, whether or not earned by performance, (c) all accounts, “general intangibles” (as defined
in the UCC), Intellectual Property, rights, remedies, Guarantees, “supporting obligations” (as defined in the
UCC), “letter-of-credit rights” (as defined in the UCC) and security interests in respect of the foregoing, all rights
of enforcement and collection, all books and records evidencing or related to the foregoing, and all rights under the Financing
Documents in respect of the foregoing, and (d) all proceeds of any of the foregoing.


 






     


     


    

 


“Acquisition”
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition (including through licensing) of all or substantially all of the assets of a Person, or of any business, line of business
or division or other unit of operation of a Person, (b) the acquisition of fifty percent (50%) or more of the Equity Interests
of any Person, whether or not involving a merger or consolidation with such other Person, or otherwise causing any Person to become
a Subsidiary of a Borrower, (c) any merger or consolidation or any other combination with another Person or (d) the acquisition
(including through licensing) of any Product, Product line or Intellectual Property of or from any other Person (but in each case
excluding in-bound licenses and purchases of over-the-counter and other software that is commercially available to the public,
open source licenses and enabling licenses in the Ordinary Course of Business).


 


“Additional
Titled Agents” has the meaning set forth in Section 11.15.


 


“Affiliate”
means, with respect to any Person, (a) any Person that directly or indirectly controls such Person, (b) any Person which
is controlled by or is under common control with such controlling Person, and (c) each of such Person’s (other than,
with respect to any Lender, any Lender’s) officers or directors (or Persons functioning in substantially similar roles).
As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power
to vote twenty percent (20%) or more of any class of voting securities of such Person or to direct or cause the direction of the
management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


 


“Agent”
means MCF, in its capacity as administrative agent for itself and for Lenders hereunder, as such capacity is established in, and
subject to the provisions of, Article 11, and the successors and assigns of MCF in such capacity.


 


“Anti-Terrorism
Laws” means any Laws relating to terrorism or money laundering, including, without limitation, Executive Order No. 13224
(effective September 24, 2001), the USA PATRIOT Act, the Laws comprising or implementing the Bank Secrecy Act and the Laws
administered by OFAC.


 


“Applicable
Margin” means six and thirty-five one hundredths of one percent (6.35%).


 


“Approved
Fund” means any (a) investment company, fund, trust, securitization vehicle or conduit that is (or will be) engaged
in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course
of business, or (b) any Person (other than a natural person) which temporarily warehouses loans for any Lender or any entity
described in the preceding clause (a) and that, with respect to each of the preceding clauses (a) and (b), is administered
or managed by (i) a Lender, (ii) an Affiliate of a Lender, or (iii) a Person (other than a natural person) or an
Affiliate of a Person (other than a natural person) that administers or manages a Lender.


 


“Asset Disposition”
means any sale, lease, license, transfer, assignment or other consensual disposition (including by merger, allocation of assets
(including allocation of assets to any series of a limited liability company), division, consolidation or amalgamation) by any
Credit Party or any Subsidiary thereof of any asset of such Credit Party or such Subsidiary.


 






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“Assignment
Agreement” means an assignment agreement in form and substance acceptable to Agent.


 


“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


 


“Bankruptcy
Code” means Title 11 of the United States Code entitled “Bankruptcy”, as the same may be amended, modified
or supplemented from time to time, and any successor statute thereto.


 


“Base LIBOR
Rate” means, for each Interest Period, the rate per annum, determined by Agent in accordance with its customary procedures,
and utilizing such electronic or other quotation sources as it considers appropriate (rounded upwards, if necessary, to the next
1/100%), to be the rate at which Dollar deposits (for delivery on the first day of such Interest Period) in the amount of $1,000,000
are offered to major banks in the London interbank market on or about 11:00 a.m. (London time) two (2) Business Days
prior to the commencement of such Interest Period, for a term comparable to such Interest Period, which determination shall be
conclusive in the absence of manifest error; provided, however, if (a) the administrator responsible for determining
and publishing such rate per annum, determined by Agent in accordance with its customary procedures, has made a public announcement
identifying a date certain on or after which such rate shall no longer be provided or published, as the case may be; or (b) timely,
adequate and reasonable means do not exist for ascertaining such rate and the circumstances giving rise to the Agent’s inability
to ascertain LIBOR are unlikely to be temporary as determined in Agent’s reasonable discretion, then Agent may, upon prior
written notice to Borrower Representative, choose, in consultation with Borrower, a reasonably comparable index or source together
with corresponding adjustments to “Applicable Margin” or scale factor, spread adjustment or floor to such index that
Agent, in its reasonable discretion, has determined is necessary to preserve (but, for the avoidance of doubt, not increase) the
current all-in rate of interest (including, interest rate margins, any interest rate floors, but without regard to future fluctuations
of such alternative index, it being acknowledged and agreed that neither Agent nor any Lender shall have any liability whatsoever
from such future fluctuations) to use as the basis for Base LIBOR Rate.


 


“Base Rate”
means a per annum rate of interest equal to the greater of (a) one and one half percent (1.50%) per annum and (b) (i) a
per annum rate of interest equal to the rate of interest announced, from time to time, within Wells Fargo Bank, National Association
(“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; provided, however,
that Agent may, upon prior written notice to Borrower, choose a reasonably comparable index or source to use as the basis for the
Base Rate; minus (ii) the amount by which the average daily prime rate during the twelve-month period immediately preceding
the first occurrence of an Eurodollar Disruption Event exceeded the average daily LIBOR Rate during such period.


 






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“Blocked Person”
means any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224,
(b) owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject
to the provisions of, Executive Order No. 13224, (c) with which any Lender is prohibited from dealing or otherwise engaging
in any transaction by any Anti-Terrorism Law, (d) that commits, threatens or conspires to commit or supports “terrorism”
as defined in Executive Order No. 13224, or (e) that is named a “specially designated national” or “blocked
person” on the most current list published by OFAC or other similar list or is named as a “listed person” or
 “listed entity” on other lists made under any Anti-Terrorism Law.


 


“Borrower”
and “Borrowers” has the meaning set forth in the introductory paragraph hereto.


 


“Borrower
Representative” means Akoya Biosciences, Inc., in its capacity as Borrower Representative pursuant to the provisions
of Section 2.9, or any successor Borrower Representative selected by Borrowers and approved by Agent.


 


“Borrower
Unrestricted Cash” means unrestricted cash and Cash Equivalents of Borrowers that are (a) subject to a first priority
perfected lien in favor of Agent for the benefit of Lenders, (b) held in the name of a Borrower in a Deposit Account or Securities
Account located in the United States that, in each case, is subject to a Deposit Account Control Agreement or Securities Account
Control Agreement (as applicable), and (c) not funds for the payment of a drawn or committed but unpaid draft, ACH or EFT
transaction.


 


“Business
Day” means any day except a Saturday, Sunday or other day on which either the New York Stock Exchange is closed, or on
which commercial banks in New York, New York are authorized by Law to close and, in the case of a Business Day which relates to
a determination of the LIBOR Rate, a day on which dealings are carried on in the London interbank eurodollar market.


 


“Capital Lease”
of any Person means any lease of any property by such Person as lessee which would, in accordance with GAAP, be required to be
accounted for as a capital lease on the balance sheet of such Person.


 


“Cash Equivalents”
means, as of any date of determination, any of the following: (a) marketable securities (i) issued or directly and unconditionally
guaranteed as to interest and principal by the United States government, or (ii) issued by any agency of the United States
the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one (1) year
after such date; (b) marketable direct obligations issued by any state of the United States or any political subdivision of
any such state or any public instrumentality thereof, in each case maturing within one (1) year after such date and having,
at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (c) commercial
paper maturing no more than one (1) year from the date of creation thereof and having, at the time of the acquisition thereof,
a rating of at least A-1 from S&P or at least P-1 from Moody’s, or carrying an equivalent rating by a nationally recognized
rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally; (d) certificates
of deposit or bankers’ acceptances maturing within one (1) year after such date and issued or accepted by any Lender
or by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia that (i) is
at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator), and (ii) has
Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (e) shares of any money market mutual fund
that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) and
(b) above, (ii) has net assets of not less than $500,000,000, and (iii) has the highest rating obtainable from either
S&P or Moody’s.


 






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“CERCLA”
means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. § 9601 et seq.,
as the same may be amended from time to time.


 


“Change in
Control” means an event or series of events by which: (a) except for THP and its controlled Affiliates, any “person”
or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934)
becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or
group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an
 “option right”)), directly or indirectly, of fifty percent (50%) or more of the combined voting power of all voting
stock of Akoya Biosciences, Inc., or any other Borrower (as applicable) on a fully-diluted basis (and taking into account
all such securities that such person or group has the right to acquire pursuant to any option right); (b) during any period
of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of Borrower
cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such
period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred
to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent
governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals
referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority
of that board or equivalent governing body; (c) Borrower ceases to own and control, directly or indirectly, all of the economic
and voting rights associated with the outstanding securities of each of its Subsidiaries (except as otherwise permitted by this
Agreement), or (d) the occurrence of a “Change of Control”, “Fundamental Change”, “Change in
Control”, “Deemed Liquidation Event” or terms of similar import under any document or instrument governing or
relating to Debt of or Equity Interests of such Person, as such documents may be amended or otherwise modified from time to time
in accordance with the terms of this Agreement.


 


“Closing Date”
means the date of this Agreement.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral”
means all property, other than Excluded Property, now existing or hereafter acquired, mortgaged or pledged to, or purported to
be subjected to a Lien in favor of, Agent, for the benefit of Agent and Lenders, pursuant to this Agreement and the Security Documents,
including, without limitation, all of the property described in Schedule 9.1 hereto.


 






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“Commitment
Annex” means Annex A to this Agreement.


 


“Competitor”
means, at any time of determination, (a) any Person that is directly engaged in the same or substantially the same line of
business as the Borrower or any of its material Subsidiaries and (b) each Person identified as a competitor on the list delivered
to Agent by the Borrowers prior to the Closing Date. For the purposes of clarification, only a Person that is described in clause
(a) above or a Person that either directly owns more than 50% of the voting securities of a Person described in clause (a) above
or is wholly owned direct or indirect subsidiary of such a Person will be considered to be a Competitor for the purposes of this
Agreement. Furthermore, notwithstanding anything herein to the contrary, under no circumstances will a Person that is primarily
in the business of lending money or extending credit be considered a Competitor regardless of whether or not any of its Affiliates
may be deemed to be a Competitor.


 


“Compliance
Certificate” means a certificate, duly executed by a Responsible Officer of Borrower Representative, appropriately completed
and substantially in the form of Exhibit B hereto.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Consolidated
Subsidiary” means, at any date, any Subsidiary the accounts of which would be consolidated with those of “parent”
Borrower (or any other Person, as the context may require hereunder) in its consolidated financial statements if such statements
were prepared as of such date.


 


“Contingent
Obligation” means, with respect to any Person, any direct or indirect liability of such Person: (a) with respect
to any Debt of another Person (a “Third Party Obligation”) if the purpose or intent of such Person incurring
such liability, or the effect thereof, is to provide assurance to the obligee of such Third Party Obligation that such Third Party
Obligation will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such
Third Party Obligation will be protected, in whole or in part, against loss with respect thereto; (b) with respect to any
undrawn portion of any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for
the reimbursement of any drawing; (c) under any Swap Contract, to the extent not yet due and payable; (d) to make take-or-pay
or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (e) for any
obligations of another Person pursuant to any Guarantee or pursuant to any agreement to purchase, repurchase or otherwise acquire
any obligation or any property constituting security therefor, to provide funds for the payment or discharge of such obligation
or to preserve the solvency, financial condition or level of income of another Person. The amount of any Contingent Obligation
shall be equal to the amount of the obligation so Guaranteed or otherwise supported or, if not a fixed and determinable amount,
the maximum amount so Guaranteed or otherwise supported.


 






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“Controlled
Group” means all members of a group of corporations and all members of a group of trades or businesses (whether or not
incorporated) under common control which, together with the Credit Parties, are treated as a single employer under Section 414(b),
(c), (m) or (o) of the Code or Section 4001(b) of ERISA and, solely for purposes of Section 412 and 436
of the Code, Section 414(m) or (o) of the Code.


 


“Correction”
means repair, modification, adjustment, relabeling, destruction or inspection (including patient monitoring) of a Product without
its physical removal to some other location.


 


“Credit Card
Cash Collateral Account” means, collectively, each segregated Deposit Account from time to time identified to Agent in
writing established by Borrower for the sole purpose of securing Borrower’s obligations under clause (h) of the definition
Permitted Debt and containing only such cash or Cash Equivalents that have been required to be pledged to secure such obligations
of Borrower; provided, that the aggregate amount of cash or Cash Equivalents deposited in all such Credit Card Cash Collateral
Account(s) does not, at any time, exceed $500,000 in the aggregate.


 


“Credit Party”
means each Borrower and each Guarantor and “Credit Parties” means all such Persons, collectively; provided,
however, that in no event shall a Restricted Foreign Subsidiary be a “Credit Party” for purposes of this Agreement
or the other Financing Documents.


 


“DEA”
means the Drug Enforcement Administration of the United States of America, any comparable state or local Governmental Authority,
any comparable Governmental Authority in any non-United States jurisdiction, and any successor agency of any of the foregoing.


 


“Debt”
of a Person means at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations
of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay
the deferred purchase price of property or services, except trade accounts payable arising and paid on a timely basis and in the
Ordinary Course of Business, (d) all capital leases of such Person, (e) all non-contingent obligations of such Person
to reimburse any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar
instrument, (f) all Disqualified Equity Interests, (g) all obligations secured by a Lien on any asset of such Person,
whether or not such obligation is otherwise an obligation of such Person, (h) “earnouts”, purchase price adjustments,
profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature
of such Person arising out of purchase and sale contracts entered into in connection with an Acquisition or any other material
commercial or licensing transaction (provided that the amount of such indebtedness shall be deemed to be the amount that
is required to be reflected on the balance sheet of such Person in accordance with GAAP), (i) all Debt of others Guaranteed
by such Person, and (j) obligations in respect of litigation settlement agreements or similar arrangements. Without duplication
of any of the foregoing, Debt of Borrowers shall include any and all Loans.


 


“Default”
means any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become an
Event of Default.


 






    7


     


    

 


“Defaulted
Lender” means, so long as such failure shall remain in existence and uncured, any Lender which shall have failed to make
any Loan or other credit accommodation, disbursement, settlement or reimbursement required pursuant to the terms of any Financing
Document.


 


“Defined Period”
means for any given calendar month, the immediately preceding twelve (12) month period ending on the last day of such calendar
month.


 


“Deposit Account”
means a “deposit account” (as defined in Article 9 of the UCC), an investment account, or other account in which
funds are held or invested for credit to or for the benefit of any Credit Party.


 


“Deposit Account
Control Agreement” means an agreement, in form and substance reasonably satisfactory to Agent, among Agent, any Borrower
and each financial institution in which such Borrower maintains a Deposit Account, pursuant to which Agent obtains control (within
the meaning of the UCC, as applicable) for the benefit of the Lenders over such Deposit Account and which agreement provides that
(a) such financial institution shall comply with instructions originated by Agent directing disposition of the funds in such
Deposit Account without further consent by the applicable Borrower, and (b) such financial institution shall agree that it
shall have no Lien on, or right of setoff or recoupment against, such Deposit Account or the contents thereof, other than in respect
of usual and customary service fees and returned items for which Agent has been given value, in each case expressly consented to
by Agent, and containing such other terms and conditions as Agent may reasonably require.


 


“Disqualified
Equity Interests” means, with respect to any Person, any Equity Interest in such Person that within less than 91 days
after the Termination Date, either by its terms (or by the terms of any security or any other Equity Interest into which it is
convertible or for which it is exchangeable) or upon the happening of any event or condition, (a) matures or is mandatorily
redeemable (other than solely for Permitted Debt or other Equity Interests in such Person or of Akoya Biosciences, Inc. that
do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), pursuant to a
sinking fund obligation or otherwise, (b) is redeemable at the option of the holder thereof, in whole or in part (other than
solely for Permitted Debt or other Equity Interests in such Person or of Akoya Biosciences, Inc. that do not constitute Disqualified
Equity Interests and cash in lieu of fractional shares of such Equity Interests), (c) provides for the scheduled payments
of dividends or distributions in cash, or (d) is or becomes convertible into or exchangeable for Debt (other than Permitted
Debt) or any other Equity Interest that would constitute Disqualified Equity Interests.


 


“Distribution”
means as to any Person (a) any dividend or other distribution or payment (whether in cash, securities or other property) on,
or in respect of, any Equity Interest in such Person (except those payable solely in its Equity Interests other than Disqualified
Equity Interests), (b) any payment by such Person on account of (i) the purchase, redemption, retirement, defeasance,
surrender, cancellation, termination or acquisition of any Equity Interests in such Person or any claim respecting the purchase
or sale of any Equity Interest in such Person, or (ii) any option, warrant or other right to acquire any Equity Interests
in such Person, (c) any management fees, salaries or other fees or compensation to any Person holding an Equity Interest in
a Borrower or a Subsidiary of a Borrower (other than reasonable and customary (i) payments of salaries to individuals, (ii) directors
fees, and (iii) advances and reimbursements to employees or directors, all in the Ordinary Course of Business), an Affiliate
of a Borrower or an Affiliate of any Subsidiary of a Borrower, or (d) repayments of or debt service on loans or other indebtedness
(other than conversion to Equity Interests other than Disqualified Equity Interests) held by an Affiliate of a Borrower (other
than any Credit Party) unless permitted under and made pursuant to a Subordination Agreement applicable to such loans or other
indebtedness.


 






    8


     


    

 


“Dollars”
or “$” means the lawful currency of the United States of America.


 


“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
Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other
Person (other than a natural person) approved by Agent; provided, however, that notwithstanding the foregoing, (x) “Eligible
Assignee” shall not include (i) any Credit Party or any of a Credit Party’s Subsidiaries or (ii) any
Competitor; provided that the restrictions on assignment set forth in this clause (ii) shall not apply if an Event
of Default has occurred and is continuing under Section 10.1(a)(i) (Payment), 10.1(a)(ii) (solely with respect to
a breach of Section 6 (financial covenants)), 10.1(e) & (f) (bankruptcy) or Section 10.1(o) (Material
Adverse Effect), and (y) no proposed assignee intending to assume any unfunded portion of the Term Loan Commitment shall be
an Eligible Assignee unless such proposed assignee either already holds a portion of such Term Loan Commitment, or has been approved
as an Eligible Assignee by Agent.


 


“Environmental
Laws” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations, standards,
policies and other governmental directives or requirements, as well as common law, pertaining to the environment, natural resources,
pollution, health (including any environmental clean-up statutes and all regulations adopted by any local, state, federal or other
Governmental Authority, and any statute, ordinance, code, order, decree, law rule or regulation all of which pertain to or
impose liability or standards of conduct concerning medical waste or medical products, equipment or supplies), safety or clean-up
that apply to any Borrower and relate to Hazardous Materials, including, without limitation, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act of 1976
(42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Hazardous
Materials Transportation Act (49 U.S.C. § 5101 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.),
the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency Planning and Community
Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.),
the Residential Lead-Based Paint Hazard Reduction Act (42 U.S.C. § 4851 et seq.), any analogous state or local laws,
any amendments thereto, and the regulations promulgated pursuant to said laws, together with all amendments from time to time to
any of the foregoing and judicial interpretations thereof.


 






    9


     


    

 


“Equity Interests”
means, with respect to any Person, all shares of capital stock, partnership interests, membership interests in a limited liability
company or other ownership in participation or equivalent interests (however designated, whether voting or non-voting) of such
Person’s equity capital (including any warrants, options or other purchase rights with respect to the foregoing), whether
now outstanding or issued after the Closing Date


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, 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.


 


“ERISA Plan”
means any “employee benefit plan”, as such term is defined in Section 3(3) of ERISA (other than a Multiemployer
Plan), which any Credit Party or any Subsidiary maintains, sponsors or contributes to, or, in the case of an employee benefit plan
which is subject to Section 412 of the Code or Title IV of ERISA, to which any Credit Party or any Subsidiary has any liability,
including on account of any member of the Controlled Group, including any liability by reason of having been a substantial employer
within the meaning of Section 4063 of ERISA, or by reason of being deemed to be a contributing sponsor under Section 4069
of ERISA.


 


“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.


 


“Eurodollar
Disruption Event” means the occurrence of any of the following: (a) any Lender shall have notified Agent of a determination
by such Lender that it would be contrary to law or to the directive of any central bank or other Governmental Authority (whether
or not having the force of law) to obtain dollars in the London interbank market to fund any Loan, (b) the inability of any
Lender to obtain timely information for purposes of determining the LIBOR Rate, (c) any Lender shall have notified Agent of
a determination by such Lender that the rate at which deposits of dollars are being offered to such Lender in the London interbank
market does not accurately reflect the cost to such Lender of making, funding or maintaining any Loan or (d) any Lender shall
have notified Agent of the inability of such Lender to obtain dollars in the London interbank market to make, fund or maintain
any Loan.


 


“Event of
Default” has the meaning set forth in Section 10.1.


 


“Excluded
Accounts” has the meaning set forth in Section 5.14(b).


 


“Excluded
Property” means, collectively:


 


		(a)	any lease, license, contract, permit, letter of credit, purchase money arrangement, instrument
or agreement to which any Credit Party is a party or any of its rights or interests thereunder if and to the extent that the grant
of such security interest shall constitute a result in (i) the abandonment, invalidation or unenforceability of any right,
title or interest of any Credit Party therein or (ii) result in a breach or termination pursuant to the terms of, or default
under, any such lease, license, contract, permit, letter of credit, purchase money arrangement, instrument or agreement;



 






    10


     


    

 


		(b)	any governmental licenses or state or local franchises, charters and authorizations, to the extent
that Agent may not validly possess a security interest in any such license, franchise, charter or authorization under applicable
Law;



 


		(c)	more than 65% the voting capital stock of any Restricted Foreign Subsidiary to the extent that
the grant of a security interest in excess of such percentage to secure the Obligations would cause material adverse tax consequences
for such Borrower under the Code; provided that immediately upon any amendment of the Code that would allow the pledge of
a greater percentage of such voting stock without material adverse tax consequences to such Borrower, “Collateral”
shall automatically and without further action required by, and without notice to, any Person include such greater percentage of
voting stock of such Restricted Foreign Subsidiary from that time forward;



 


		(d)	any asset which is subject to a purchase money Lien or Capital Lease permitted hereunder to the
extent the granting of a security interest in such asset is prohibited pursuant to the terms of the contract governing such purchase
money Lien or Capital Lease; and



 


		(e)	any “intent-to-use” trademarks or service mark applications for which an amendment
to allege use or statement of use has not been filed under 15 U.S.C. § 1051 Section 1(c) or Section 1(d),
respectively or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively
by the United States Patent and Trademark Office;



 


provided that (x) any such
limitation described in the foregoing clauses (a) and (b) on the security interests granted hereunder shall apply only
to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including
Sections 9-406, 9-407 and 9-408 of the UCC) or principles of equity, (y) in the event of the termination or elimination of
any such prohibition or the requirement for any consent contained in such contract, agreement, permit, lease or license or in any
applicable Law, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such
consent, or waiving or terminating any requirement for such consent, a security interest in such contract, agreement, permit, lease,
license, franchise, authorization or asset shall be automatically and simultaneously granted hereunder and shall be included as
Collateral hereunder, and (z) all rights to payment of money due or to become due pursuant to, and all proceeds (and rights
to the proceeds) from the sale of, any Excluded Property shall be and at all times remain subject to the security interests created
by this Agreement (unless such proceeds would independently constitute Excluded Property).


 






    11


     


    

 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to Agent, any Lender or any other recipient of any
payment to be made by or on behalf of any obligation of the Credit Parties hereunder or the Obligations or required to be withheld
or deducted from a payment to Agent, such Lender or such recipient (including any interest and penalties thereon): (a) Taxes
to the extent imposed on or measured by Agent’s, any Lender’s or such recipient’s net income (however denominated),
branch profits Taxes, and franchise Taxes and similar Taxes, in each case, (i) imposed by the jurisdiction (or any political
subdivision thereof) under which Agent, such Lender or such recipient is organized, has its principal office or conducts business
with respect to entering into any of the Financing Documents or taking any action thereunder or (ii) that are Other Connection
Taxes; (b) in the case of a Lender, United States withholding Taxes imposed on amounts payable to or for the account of such
Lender with respect to an applicable interest in the Loans pursuant to a Law in effect on the date on which (i) such Lender
becomes a party to this Agreement other than as a result of an assignment requested by a Credit Party under Section 2.8(i) or
Section 11.17(c) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant
to Section 2.8, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before
such Lender acquired the applicable interest in a Loan or Term Loan Commitment or to such Lender immediately before it changed
its lending office; (c) Taxes attributable to Agent’s, such Lender’s or such recipient’s failure to comply
with Section 2.8(c); and (d) any U.S. federal withholding taxes imposed under FATCA.


 


“FATCA”
means Sections 1471 through 1474 of the Code 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), any current or future U.S. Treasury regulations or official interpretations
thereof and any agreement entered into pursuant to the implementation of Section 1471(b)(1) of the Code, and any intergovernmental
agreement, treaty or convention between the United States Internal Revenue Service, the U.S. Government and any governmental or
taxation authority under any other jurisdiction implementing such sections of the Code.


 


“FDA”
means the Food and Drug Administration of the United States of America, any comparable state or local Governmental Authority, any
comparable Governmental Authority in any non-United States jurisdiction, and any successor agency of any of the foregoing.


 


“FDCA”
means the Federal Food, Drug and Cosmetic Act, as amended, 21 U.S.C. Section 301 et seq., and all regulations promulgated
thereunder.


 


“Federal Funds
Rate” means, for any day, the rate of interest per annum (rounded upwards, if necessary, to the nearest whole multiple
of 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal
Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided,
however, that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such
transactions on the next preceding Business Day, and (b) if no such rate is so published on such next preceding Business Day,
the Federal Funds Rate for such day shall be the average rate quoted to Agent on such day on such transactions as determined by
Agent in a commercially reasonable manner.


 


“Fee Letter”
means each agreement between Agent and Borrower relating to fees payable to Agent and/or Lenders in connection with this Agreement.


 






    12


     


    

 


“Financing
Documents” means this Agreement, any Notes, the Security Documents, each Fee Letter, each subordination or intercreditor
agreement pursuant to which any Debt and/or any Liens securing such Debt is subordinated to all or any portion of the Obligations
and all other documents, instruments and agreements related to the Obligations and heretofore executed, executed concurrently herewith
or executed at any time and from time to time hereafter, as any or all of the same may be amended, supplemented, restated or otherwise
modified from time to time.


 


“Foreign Lender”
has the meaning set forth in Section 2.8(c)(i).


 


“GAAP”
means generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting
Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the United States accounting
profession), which are applicable to the circumstances as of the date of determination.


 


“General Intangible”
means any “general intangible” as defined in Article 9 of the UCC, and any personal property, including things
in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment
property, letter-of-credit rights, letters of credit, money, and oil, gas or other minerals before extraction, but including payment
intangibles and software.


 


“Governmental
Authority” means any nation or government, any state, local or other political subdivision thereof, and any agency, department
or Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and
any corporation or other Person owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing,
whether domestic or foreign.


 


“Guarantee”
by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent
or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt
or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods,
securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise), or (b) entered into for
the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such
obligee against loss in respect thereof (in whole or in part), provided, however, that the term Guarantee shall not
include endorsements for collection or deposit in the Ordinary Course of Business. The term “Guarantee” used
as a verb has a corresponding meaning.


 


“Guarantor”
means any Credit Party that has executed or delivered, or shall in the future execute or deliver, any Guarantee of any portion
of the Obligations.


 






    13


     


    

 


“Hazardous
Materials” means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and
oil; explosives, flammable materials; radioactive materials; polychlorinated biphenyls and compounds containing them; lead and
lead-based paint; asbestos or asbestos-containing materials; underground or above-ground storage tanks, whether empty or containing
any substance; any substance the presence of which is prohibited by any Environmental Laws; toxic mold, any substance that requires
special handling; and any other material or substance now or in the future defined as a “hazardous substance,” “hazardous
material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,”
 “pollutant” or other words of similar import within the meaning of any Environmental Law, including: (a) any “hazardous
substance” defined as such in (or for purposes of) CERCLA, or any so-called “superfund” or “superlien”
Law, including the judicial interpretation thereof; (b) any “pollutant or contaminant” as defined in 42 U.S.C.A.
 § 9601(33); (c) any material now defined as “hazardous waste” pursuant to 40 C.F.R. Part 260; (d) any
petroleum or petroleum by-products, including crude oil or any fraction thereof; (e) natural gas, natural gas liquids, liquefied
natural gas, or synthetic gas usable for fuel; (f) any “hazardous chemical” as defined pursuant to 29 C.F.R. Part 1910;
(g) any toxic or harmful substances, wastes, materials, pollutants or contaminants (including, without limitation, asbestos,
polychlorinated biphenyls, flammable explosives, radioactive materials, infectious substances, materials containing lead-based
paint or raw materials which include hazardous constituents); and (h) any other toxic substance or contaminant that is subject
to any Environmental Laws or other past or present requirement of any Governmental Authority.


 


“Hazardous
Materials Contamination” means contamination (whether now existing or hereafter occurring) of the improvements, buildings,
facilities, personalty, soil, groundwater, air or other elements on or of the relevant property by Hazardous Materials, or any
derivatives thereof, or on or of any other property as a result of Hazardous Materials, or any derivatives thereof, generated on,
emanating from or disposed of in connection with the relevant property.


 


“Healthcare
Laws” means all applicable Laws relating to the procurement, development, provision, clinical and non-clinical evaluation
or investigation, product approval or clearance, manufacture, production, analysis, distribution, dispensing, importation, exportation,
use, handling, quality, reimbursement, sale, labeling, advertising, promotion, or postmarket requirements of any drug, medical
device, clinical laboratory service, food, dietary supplement, or other product (including, without limitation, any ingredient
or component of, or accessory to, the foregoing products) subject to regulation under the FDCA, Clinical Laboratory Improvement
Amendments of 1988 (42 U.S.C. §263a et seq) and its implementing regulations (42 C.F.R. Part 493), as enforced by CMS,
and similar state or foreign laws, controlled substances laws, pharmacy laws, consumer product safety laws, Medicare, Medicaid,
TRICARE, HIPAA, the Patient Protection and Affordable Care Act (P.L. 111-1468), all federal and state fraud and abuse laws, including,
without limitation, the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(6)), the Stark Law (42 U.S.C. §1395nn), the
civil False Claims Act (31 U.S.C. §3729 et seq.) and all laws, policies, procedures, requirements and regulations pursuant
to which Permits are issued, in each case, as the same may be amended from time to time.


 


“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.


 


“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 Borrowers or any other Credit Party under any Financing Documents and (b) to the extent not otherwise
described in (a), Other Taxes.


 






    14


     


    

 


“Instrument”
means “instrument”, as defined in Article 9 of the UCC.


 


“Intellectual
Property” means all copyright rights, copyright applications, copyright registrations and like protections in each work
of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including
improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, trade
names, service marks, mask works, rights of use of any name, domain names, or any other similar rights, any applications therefor,
whether registered or not, know-how, operating manuals, trade secret rights, clinical and non-clinical data, rights to unpatented
inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing.


 


“Interest
Period” means any period commencing on the first day of a calendar month and ending on the last day of such calendar
month.


 


“Inventory”
means “inventory” as defined in Article 9 of the UCC.


 


“Investment”
means, with respect to any Person, directly or indirectly, (a) to purchase or acquire any stock or stock equivalents, or any
obligations or other securities of, or any interest in, any Person, including the establishment or creation of a Subsidiary, (b) to
make or otherwise consummate any Acquisition, or (c) make or purchase any advance, loan, extension of credit or capital contribution
to or in, or any other investment in, any Person. The amount of any Investment shall be the original cost of such Investment plus
the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs
with respect thereto.


 


“IRS”
has the meaning set forth in Section 2.8(c)(i).


 


“Joinder Requirements”
has the meaning set forth in Section 4.11(c).


 


“Laws”
means any and all federal, state, provincial, territorial, local and foreign statutes, laws, judicial decisions, regulations, ordinances,
rules, judgments, orders, decrees, codes, injunctions, permits, governmental agreements and governmental restrictions, whether
now or hereafter in effect, which are applicable to any Credit Party in any particular circumstance. “Laws”
includes, without limitation, Healthcare Laws and Environmental Laws.


 


“L/C Cash
Collateral Accounts” means, collectively, each segregated Deposit Account from time to time identified to Agent in writing
established by Borrower for the sole purpose of securing Borrower’s obligations under clause (h) of the definition Permitted
Contingent Obligations and containing only such cash or Cash Equivalents that have been required to be pledged to secure such obligations
of Borrower; provided, that the aggregate amount of cash or Cash Equivalents deposited in all such L/C Cash Collateral Account(s) does
not, at any time, exceed $450,000 in the aggregate


 






    15


     


    

 


“Lender”
means each of (a) MCF, in its capacity as a lender hereunder, (b) each other Person party hereto in its capacity as a
lender hereunder, (c) each other Person that becomes a party hereto as Lender pursuant to Section 11.17, and (d) the
respective successors of all of the foregoing, and “Lenders” means all of the foregoing.


 


“LIBOR Rate”
means, for each Loan, a per annum rate of interest equal to the greater of (a) one and one half percent (1.50%) and (b) the
rate determined by Agent (rounded upwards, if necessary, to the next 1/100th%) by dividing (i) the Base LIBOR Rate
for the Interest Period, by (ii) the sum of one minus the daily average during such Interest Period of the aggregate
maximum reserve requirement (expressed as a decimal) then imposed under Regulation D of the Board of Governors of the Federal Reserve
System (or any successor thereto) for “Eurocurrency Liabilities” (as defined therein).


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, in respect
of such asset. For the purposes of this Agreement and the other Financing Documents, any Borrower or any Subsidiary shall be deemed
to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional
sale agreement, Capital Lease or other title retention agreement relating to such asset.


 


“Litigation”
means any action, suit or proceeding before any court, mediator, arbitrator or Governmental Authority.


 


“Loan Account”
has the meaning set forth in Section 2.6(b).


 


“Loan(s)”
means the Term Loan and each and every advance under the Term Loan. All references herein to the “making” of a Loan
or words of similar import mean, with respect to the Term Loan, the making of any advance in respect of a Term Loan.


 


“Margin Stock”
means “margin stock” as such term is defined in Regulation T, U, or X of the Board of Governors of the Federal Reserve
System.


 


“Market Withdrawal”
means a Person’s Removal or Correction of a distributed product which involves a minor violation that would not be subject
to legal action by the FDA or which involves no violation, e.g., normal stock rotation practices, routine equipment adjustments
and repairs, etc.


 


“Material
Adverse Effect” means with respect to any event, act, condition or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with
any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a material
adverse change in, or a material adverse effect upon, any of (a) the condition (financial or otherwise), operations, business
or properties of the Credit Parties taken as a whole, (b) the rights and remedies of Agent or Lenders under any Financing
Document, or the ability of any Credit Party to perform any of its obligations under any Financing Document to which it is a party,
(c) the legality, validity or enforceability of any Financing Document, (d) the existence, perfection or priority of
any security interest granted to Agent or the Lenders in any Financing Document, except solely as a result of any action or inaction
of Agent or any Lender (provided that such action or inaction is not caused by a Credit Party’s failure to comply
with the terms of the Financing Documents), (e) the value of any material Collateral, or (f) a material impairment of
the prospect of repayment of any portion of the Obligations.


 






    16


     


    

 


“Material
Contracts” means (a) the Financing Documents, (b) the agreements listed on Schedule 3.17, and (c) any
other agreement or contract to which such Credit Party or its Subsidiaries is a party the termination of which could reasonably
be expected to result in a Material Adverse Effect.


 


“Material
Intangible Assets” means all of (a) Intellectual Property owned by the Credit Parties or their Subsidiaries and
(b) license or sublicense agreements or other agreements with respect to rights in Intellectual Property not owned by a Credit
Party or a Subsidiary thereof, in each case, that are material to the condition (financial or other), business or operations of
Credit Parties and their Subsidiaries (taken as a whole) as determined by Agent in its reasonable discretion.


 


“Maturity
Date” means October 27, 2025.


 


“Maximum Lawful
Rate” has the meaning set forth in Section 2.7.


 


“MCF”
means MidCap Financial Trust, a Delaware statutory trust, and its successors and assigns.


 


“Minimum Net
Revenue Threshold” means, for each Defined Period, the minimum amount set forth on Schedule 6.1 for such Defined Period.


 


“Monthly Cash
Burn Amount” means, with respect to Borrowers and their Subsidiaries (on a consolidated basis), an amount equal to (a) the
Borrowers’ and their Subsidiaries change in cash and cash equivalents, without giving effect to any increase resulting from
the proceeds of financings, the sale or issuance of Equity Interests or any other extraordinary receipts, for either (i) the
immediately preceding six (6) month period as determined as of the last day of the month immediately preceding the proposed
consummation of the applicable Permitted Acquisition and based upon the financial statements delivered to Agent in accordance with
this Agreement for such period, or (ii) the immediately succeeding six (6) month period based upon the Transaction Projections
delivered with respect to such proposed Permitted Acquisition, using whichever calculation as between clause (i) and clause
(ii) demonstrates a higher burn rate (or, in other words, more cash used), in both cases, divided by (b) six (6).


 


“Multiemployer
Plan” means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which any Borrower or
any other member of the Controlled Group (or any Person who in the last five years was a member of the Controlled Group) is making
or accruing an obligation to make contributions or has within the preceding five plan years (as determined on the applicable date
of determination) made contributions.


 


“Net Revenue”
means, for any applicable Defined Period, the consolidated revenue of Borrowers and its Subsidiaries, as determined in accordance
with GAAP, generated during such Defined Period through the commercial sale of Products or software or the provision of maintenance
services or laboratory services by Borrowers or their Subsidiaries, in all case, in the Ordinary Course of Business.


 






    17


     


    

 


“Notes”
has the meaning set forth in Section 2.3.


 


“Notice of
Borrowing” means a notice of a Responsible Officer of Borrower Representative, appropriately completed and substantially
in the form of Exhibit D hereto.


 


“Obligations”
means all obligations, liabilities and indebtedness (monetary (including, without limitation, the payment of interest and other
amounts arising after the commencement of any case with respect to any Credit Party under the Bankruptcy Code or any similar statute
which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in
whole or in part in such case) or otherwise) of each Credit Party under this Agreement or any other Financing Document, in each
case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or
due or to become due.


 


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


 


“OFAC Lists”
means, collectively, the Specially Designated Nationals and Blocked Persons List maintained by OFAC pursuant to Executive Order
No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained
pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.


 


“Ordinary
Course of Business” means, in respect of any transaction involving any Credit Party or any Subsidiary, the ordinary course
of business of such Credit Party or Subsidiary, as conducted by such Credit Party or Subsidiary in accordance with past practices.


 


“Organizational
Documents” means, with respect to any Person other than a natural person, the documents by which such Person was organized
(such as a certificate of incorporation, articles of incorporation, certificate of limited partnership or articles of organization,
and including, without limitation, any certificates of designation for preferred stock or other forms of preferred equity) and
which relate to the internal governance of such Person (such as by-laws, a partnership agreement or an operating agreement, joint
venture agreement, limited liability company agreement or members agreement), including any and all shareholder agreements or voting
agreements relating to the capital stock or other Equity Interests of such Person.


 


“Other Connection
Taxes” means taxes imposed as a result of a present or former connection between Agent or any Lender and the jurisdiction
imposing such tax (other than connections arising from Agent or such Lender having executed, delivered, become a party to, performed
its obligations under, received payments under, engaged in any other transaction pursuant to or enforced any Financing Document,
or sold or assigned an interest in any Loans or any Financing Document).


 


“Other Taxes”
means all present or future stamp, court 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 Financing Document, except any such taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 2.8(i)).


 






    18


     


    

 


“Participant
Register” has the meaning set forth in Section 11.17(a)(iii).


 


“Payment Account”
means the account specified on the signature pages hereof into which all payments by or on behalf of each Borrower to Agent
under the Financing Documents shall be made, or such other account as Agent shall from time to time specify by notice to Borrower
Representative.


 


“PBGC”
means the Pension Benefit Guaranty Corporation and any Person succeeding to any or all of its functions under ERISA.


 


“Pension Plan”
means any ERISA Plan that is subject to Section 412 of the Code or Title IV of ERISA.


 


“Perfection
Certificate” means the Perfection Certificate delivered to Agent as of the Closing Date, together with any amendments
thereto required under this Agreement.


 


“Permit”
means all licenses, certificates, accreditations, product clearances or approvals, provider numbers or provider authorizations,
supplier numbers, marketing authorizations, drug or device authorizations and approvals, other authorizations, franchises, qualifications,
accreditations, registrations, permits, consents and approvals of a Credit Party issued or required under Laws applicable to the
business of Borrowers or any of their Subsidiaries or necessary in the manufacturing, importing, exporting, possession, ownership,
warehousing, marketing, promoting, sale, labeling, furnishing, distribution or delivery of goods or services under Laws applicable
to the business of Borrower or any of its Subsidiaries. Without limiting the generality of the foregoing, “Permit”
includes any Regulatory Required Permit.


 


“Permitted
Acquisition” means any Acquisition by a Borrower, in each case, to the extent that each of the following conditions shall
have been satisfied:


 


		(a)	the Borrower Representative shall have delivered to Agent at least ten (10) Business Days
(or such shorter period as may be agreed by Agent) prior to the closing of the proposed Acquisition: (i) a description of
the proposed Acquisition; (ii) to the extent available in the case of an Acquisition for cash consideration in excess of $1,000,000,
a due diligence package (including, to the extent available, a quality of earnings report); and (iii) copies of the respective
agreements, documents or instruments pursuant to which such Acquisition is to be consummated (or substantially final drafts thereof),
any schedules to such agreements, documents or instruments and all other material ancillary agreements, instruments and documents
to be executed or delivered in connection therewith, and, to the extent required to be completed prior to the closing of such Acquisition
under the related acquisition agreement and reasonably requested by Agent, all material regulatory and third party approvals and
copies of any environmental assessments, if applicable;



 






    19


     


    

 


		(b)	the Credit Parties (including any new Subsidiary to the extent required by Section 4.11) shall
execute and deliver the agreements, instruments and other documents to the extent required by Section 4.11 hereof, including
such agreements, instruments and other documents necessary to ensure that Agent receives a first priority perfected Lien in all
entities and assets acquired in connection with the Acquisition to the extent required by this Agreement;



 


		(c)	at the time of such Acquisition and after giving effect thereto, no Event of Default has occurred
and is continuing;



 


		(d)	the Acquisition would not result in a Change in Control and each Borrower remains a surviving legal
entity after such Acquisition;



 


		(e)	with respect to any Acquisition involving an in-license to a Credit Party, all such in-licenses
or agreements related thereto shall constitute “Collateral” and Agent to have the ability in the event of a liquidation
of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the
other Financing Documents;



 


		(f)	all transactions in connection with such Acquisition shall be consummated in all material respects
in accordance with applicable Laws;



 


		(g)	the assets acquired in such Acquisition are for use in the same, similar, related or complementary
lines of business as the Credit Parties are currently engaged or a similar, related or complementary line of business reasonably
related, ancillary or supplemental thereto or incidental thereto or reasonably expansive thereof;



 


		(h)	if required, such Acquisition shall have been approved by the board of directors (or other similar
body) and/or the stockholders or other equity holders of any Person being acquired in such Acquisition;



 


		(i)	no Debt or Liens are assumed or created (other than Permitted Liens and Permitted Debt) in connection
with such Acquisition;



 


		(j)	Agent shall have received a certificate of a Responsible Officer of the Borrower Representative
demonstrating, on a pro forma basis after giving effect to the consummation of such Acquisition, that Credit Parties are in compliance
with the financial covenants set forth in Article 6 hereof;



 


		(k)	unless Agent shall otherwise consent in writing (in its sole discretion), (x) if the Acquisition
is an equity purchase or merger, the target and its Subsidiaries must have as their jurisdiction of formation a state within the
United States or the District of Columbia, and (y) if the Acquisition is an asset purchase, not less than 90% of the fair
market value of all of the assets so acquired shall be located within (or in the case of Registered Intellectual Property, registered
in) the United States;



 


		(l)	the consideration payable by the Credit Parties and their Subsidiaries in connection with such
Acquisition shall consist solely of (x) noncash equity interests (other than Disqualified Stock) in Akoya, Inc. and/or
(y) cash and Cash Equivalents not to exceed in the aggregate the cap set forth in clause (m) below;



 






    20


     


    





 


		(m)	the sum of all cash amounts (including Cash Equivalents) paid or payable in connection with all
Permitted Acquisitions (including all Debt, liabilities and Contingent Obligations (in each case to the extent otherwise permitted
hereunder) incurred or assumed and the maximum amount of any royalties, earn-outs or comparable payment obligation in connection
therewith, regardless of when due or payable and whether or not reflected on a consolidated balance sheet of Borrowers) (all such
consideration, the “Acquisition Consideration”) shall not exceed $5,000,000 in the aggregate in during the term
of this Agreement; provided that such Acquisition Consideration cap shall not apply to any Acquisition (or series of related
Acquisitions) to the extent that, prior to the consummation of each such Acquisition, Borrower has provided evidence reasonably
satisfactory to Agent demonstrating that following the consummation of such Acquisition and after giving pro forma effect to the
payment of all Acquisition Consideration in connection therewith (including all deferred Acquisition Consideration as if such amounts
were payable upon the closing of such Acquisition), Borrowers will have Borrower Unrestricted Cash in an amount equal to or greater
than the greater of (x) an amount equal to the product of (I) 1.25 multiplied by (II) the aggregate outstanding
principal amount of the Obligations as of the date such Acquisition is consummated and (y) an amount equal to positive value
of the product of (I) 12 multiplied by (y) the Monthly Cash Burn Amount.



 


		(n)	Agent has received, prior to the consummation of such Acquisition, updated financial projections,
in form and substance reasonably satisfactory to Agent, for the immediately succeeding twelve (12) months following the proposed
consummation of the Acquisition beginning with the month during which the Acquisition is to be consummated (the “Transaction
Projections”).



 


“Permitted
Asset Dispositions” means the following Asset Dispositions, provided, however, that at the time of such
Asset Disposition, no Default or Event of Default exists or would result from such Asset Disposition:


 


		(a)	dispositions of Inventory in the Ordinary Course of Business and not pursuant to any bulk sale;



 


		(b)	dispositions of furniture, fixtures and equipment in the Ordinary Course of Business that the applicable
Credit Party or Subsidiary determines in good faith is no longer used or useful in the business of such Credit Party and its Subsidiaries;



 


		(c)	expiration, forfeiture, invalidation, cancellation, abandonment or lapse (including, without limitation,
the narrowing of claims) of Intellectual Property (other than Material Intangible Assets) that is, in the reasonable good faith
judgment of a Credit Party, no longer useful in the conduct of the business of the Credit Parties or any of their Subsidiaries;



 


		(d)	the granting of Permitted Licenses and the use of cash and Cash Equivalents to make Permitted Investments;



 






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		(e)	(e)       (i) Asset Dispositions by any Borrower to another Borrower, (ii) Asset Dispositions
by any Guarantor or other Subsidiary to a Borrower or another Credit Party, and (iii) Asset Dispositions among Restricted
Foreign Subsidiaries;



 


		(f)	sales, forgiveness or discounting, on a non-recourse basis and in the Ordinary Course of Business,
of past due Accounts in connection with the settlement of delinquent Accounts or in connection with the bankruptcy or reorganization
of suppliers or customers in accordance with the applicable terms of this Agreement;



 


		(g)	to the extent constituting an Asset Disposition, the granting of Permitted Liens;



 


		(h)	dispositions consisting of the use or payment of cash or Cash Equivalents in the Ordinary Course
of Business and in a manner that is not prohibited by the terms of this Agreement or the other Financing Documents;



 


		(i)	dispositions of tangible personal property (and not, for the avoidance of doubt, any Intellectual
Property or other intangible assets) so long as (i) the assets subject to such Asset Dispositions are sold for fair value,
as determined by the Borrowers in good faith, (ii) at least 75% of the consideration therefor is cash or Cash Equivalents
and (ii) the aggregate amount of such Asset Dispositions in any twelve (12) month period does not exceed $500,000;



 


		(j)	Asset Dispositions (i) by any Borrower to any other Borrower and (ii) by any Guarantor
to any Borrower; and



 


		(k)	other dispositions approved by Agent from time to time in its sole discretion.



 


“Permitted
Contest” means, with respect to any tax obligation or other obligation allegedly or potentially owing from any Credit
Party or its Subsidiary to any governmental tax authority or other third party, a contest maintained in good faith by appropriate
proceedings promptly instituted and diligently conducted and with respect to which such reserve or other appropriate provision,
if any, as shall be required in conformity with GAAP shall have been made on the books and records and financial statements of
the applicable Credit Party(ies); provided, however, that (a) compliance with the obligation that is the subject
of such contest is effectively stayed during such challenge; (b) Credit Parties’ and their Subsidiaries’ title
to, and its right to use, the Collateral is not adversely affected thereby and Agent’s Lien and priority on the Collateral
are not adversely affected, altered or impaired thereby; (c) the Collateral or any part thereof or any interest therein shall
not be in any danger of being sold, forfeited or lost by reason of such contest by Credit Parties or their Subsidiaries; and (d) upon
a final determination of such contest, Credit Parties and their Subsidiaries shall promptly comply with the requirements thereof.


 


“Permitted
Contingent Obligations” means


 


		(a)	Contingent Obligations arising in respect of the Debt under the Financing Documents;



 


		(b)	Contingent Obligations resulting from endorsements for collection or deposit in the Ordinary Course
of Business;



 






    22 


     


    

 


		(c)	Contingent Obligations outstanding on the date of this Agreement and set forth on Schedule 5.1
(but not including any refinancings, extensions, increases or amendments to the indebtedness underlying such Contingent Obligations
other than extensions of the maturity thereof without any other change in terms);



 


		(d)	Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal
bonds, performance bonds and other similar obligations not to exceed $500,000 in the aggregate at any time outstanding;



 


		(e)	Contingent Obligations arising under indemnity agreements with title insurers to cause such title
insurers to issue to Agent mortgagee title insurance policies;



 


		(f)	Contingent Obligations arising with respect to customary indemnification obligations in favor of
purchasers in connection with dispositions of personal property assets permitted under Section 5.6, or in connection with
any other commercial agreement entered into by a Borrower or a Subsidiary thereof in the Ordinary Course of Business;



 


		(g)	so long as there exists no Event of Default both immediately before and immediately after giving
effect to any such transaction, Contingent Obligations existing or arising under any Swap Contract, provided, however,
that such obligations are (or were) entered into by Borrower or a Subsidiary thereof in the Ordinary Course of Business for the
purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person and not for purposes of speculation;



 


		(h)	Contingent Obligations existing or arising in connection with any letter of credit for the primary
purpose of securing a lease of real property in the Ordinary Course of Business, provided that the aggregate amount of all
such letter of credit reimbursement obligations does not at any time exceed $450,000 outstanding;



 


		(i)	unsecured Contingent Obligations arising with respect to customary indemnification obligations,
adjustment of purchase price or similar obligations of any Credit Party, to the extent such Contingent Obligations arise in connection
with a Permitted Acquisition and do not cause the Borrowers or their Subsidiaries to exceed the cap on Acquisition Consideration
set forth in clause (m) of the definition of Permitted Acquisition; and



 


		(j)	other Contingent Obligations not to exceed $500,000 in the aggregate at any time outstanding.



 


“Permitted
Debt” means:


 


		(a)	Borrowers’ and its Subsidiaries’ Debt to Agent and each Lender under this Agreement
and the other Financing Documents;



 


		(b)	Debt incurred as a result of endorsing negotiable instruments received in the Ordinary Course of
Business;



 






    23 


     


    

 


		(c)	purchase money Debt and Capital Leases not to exceed $1,000,000 in the aggregate at any time (whether
in the form of a loan or a lease) used solely to acquire equipment and secured only by such equipment and any Permitted Refinancing
thereof;



 


		(d)	Debt existing on the date of this Agreement and described on Schedule 5.1 (but not including any
refinancings, extensions, increases or amendments to such Debt other than extensions of the maturity thereof without any other
change in terms);



 


		(e)	so long as there exists no Event of Default both immediately before and immediately after giving
effect to any such transaction, Debt existing or arising under any Swap Contract, provided, however, that such obligations
are (or were) entered into by Borrower or an Affiliate in the Ordinary Course of Business for the purpose of directly mitigating
risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person
and not for purposes of speculation;



 


		(f)	Debt not to exceed $250,000 in the aggregate at any time outstanding owed to any Person providing
property, casualty, liability, or other insurance to the Credit Parties, including to finance insurance premiums , so long as the
amount of such Debt 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 policy year in which such Debt is incurred and such Debt is outstanding only during such policy year;



 


		(g)	Debt consisting of unsecured intercompany loans and advances incurred by (1) any Borrower
owing to any other Borrower, (2) any Borrower or any Guarantor owing to any Guarantor, (3) any Restricted Foreign Subsidiary
owing to any other Restricted Foreign Subsidiary, or (4) any Restricted Foreign Subsidiary owing to any Borrower or any Guarantor
so long as such Debt constitutes a Permitted Investment of the applicable Credit Party pursuant to clause (j) of the definition
of Permitted Investments; provided that any such Indebtedness owed by a Credit Party shall, at the request of Agent, be
subordinated to the payment in full of the Obligations pursuant to documentation in form and substance reasonably satisfactory
to Agent.



 


		(h)	Debt secured solely by cash collateral held in a Credit Card Cash Collateral Account, in an aggregate
amount not to exceed $500,000 at any time outstanding, in respect of credit cards, credit card processing services, debit cards,
stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”) or other similar
cash management or merchant services, in each case, incurred in the Ordinary Course of Business;



 


		(i)	Unsecured loans incurred by Borrower from Pacific Western Bank prior to the Closing Date in reliance
on the Small Business Administration’s Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Stability
Act (P.L. 116-136 (the “Paycheck Protection Program”) in an aggregate principal amount of $2,478,000 (the “SBA
Loan”); provided that not less than 75% of the SBA Loan shall be forgiven in accordance with the terms of the Paycheck
Protection Program and Borrowers shall not be required to make any payments in respect of the portion of the SBA Loan that is forgiven;



 






    24 


     


    

 


		(j)	trade accounts payable arising in the Ordinary Course of Business;



 


		(k)	to the extent also constituting Permitted Debt (without duplication), Permitted Contingent Obligations;



 


		(l)	unsecured earn-out obligations and other similar contingent purchase price obligations constituting
Acquisition Consideration and incurred in connection with a Permitted Acquisition (and not including any seller notes or other
non-contingent Debt unless otherwise constituting Permitted Debt), in an amount not to exceed the cap set forth in clause (m) of
the definition of Permitted Acquisitions after taking into account all other Acquisition Consideration paid or payable by Borrowers
during the term of this Agreement; provided that no payment shall be made in respect of such obligations if an Event of
Default has occurred and is continuing or would result from such payment;



 


		(m)	Subordinated Debt;



 


		(n)	unsecured obligations in respect of litigation settlement agreements or similar arrangements in
an aggregate amount not exceeding $500,000 outstanding at any time; and



 


		(o)	other Debt not to exceed $100,000 in the aggregate at any time at any time outstanding.



 


“Permitted
Distributions” means the following Distributions: (a) Distributions by any Subsidiary of a Credit Party to its direct
parent; (b) dividends payable solely in capital stock (other than Disqualified Equity Interests); (c) repurchases of
stock of current or former employees, directors or consultants pursuant to stock purchase agreements so long as an Event of Default
does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, however,
that such repurchase does not exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate per fiscal year, (d) distributions
of Equity Interests (other than Disqualified Equity Interests) upon the conversion or exchange of Equity Interest (including options
and warrants) or Subordinated Debt (and payments in respect of fractional shares), (e) payments in lieu of fractional shares
of equity securities arising out of stock dividends, splits, combinations or conversions in an aggregate amount not to exceed One
Hundred Thousand Dollars ($100,000) during the term of this Agreement; (f) the issuance of its Equity Interests (other than
Disqualified Stock) upon the exercise of warrants or options to purchase Equity Interests of Akoya, Inc.; provided that
no cash payments are made in connection therewith except for de minimis cash payable in lieu of fractional shares; (g) the
distribution of rights pursuant to a stockholder rights plan or redemption of such rights for no or nominal consideration (including,
for the avoidance of doubt, cash consideration); provided that such redemption is in accordance with the terms of such plan;
(h) Distributions in connection with the retention of equity interests in payment of withholding taxes in connection with
equity-based compensation plans in an aggregate amount not to exceed $500,000 in any twelve (12) month period; and (i) payments
or distributions to dissenting stockholders pursuant to applicable Law in connection with any Permitted Acquisition, provided
that such amounts when taken together with the aggregate Acquisition Consideration paid or payable for all Permitted Acquisitions
shall not exceed the amounts permitted by clause (m) of the definition of Permitted Acquisition.


 






    25 


     


    

 


“Permitted
Investments” means:


 


		(a)	Investments shown on Schedule 5.7 and existing on the Closing Date;



 


		(b)	to the extent constituting an Investment, the holding by a Person of cash and Cash Equivalents
owned by such Person;



 


		(c)	Investments consisting of the endorsement of negotiable instruments for deposit or collection or
similar transactions in the Ordinary Course of Business;



 


		(d)	Investments consisting of (i) travel advances and employee relocation loans and other employee
loans and advances in the Ordinary Course of Business, and (ii) loans to employees, officers or directors relating to the
purchase of equity securities of Borrowers or their Subsidiaries pursuant to employee stock purchase plans or agreements approved
by Borrowers’ Board of Directors (or other governing body), but the aggregate of all such loans and advances outstanding
pursuant to this clause (d) may not exceed $250,000 at any time;



 


		(e)	Investments (including debt obligations) received in connection with the bankruptcy or reorganization
of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising
in the Ordinary Course of Business;



 


		(f)	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, provided, however, that this
subpart (f) shall not apply to Investments of any Credit Party in any Subsidiary;



 


		(g)	Investments consisting of Deposit Accounts or Securities Accounts;



 


		(h)	Investments by any Borrower in (1) any other Borrower, or (2) any other Credit Party
organized under the laws of the United States or any State thereof that has provided a Guarantee of the Obligations of the Borrowers
which Guarantee is secured by a Lien granted by such Subsidiary to Agent in all or substantially all of its property of the type
described in Schedule 9.1 hereto and otherwise made in compliance with Section 4.11(c);



 


		(i)	the granting of Permitted Licenses;



 


		(j)	Investments of cash and Cash Equivalents in Restricted Foreign Subsidiaries the proceeds of which
will be used by such Restricted Foreign Subsidiaries solely for the payment of compensation and benefits of employees of Borrower
and Subsidiaries and for administrative expenses; provided that the aggregate amount of Investments made pursuant to this
clause (j) does not exceed $4,500,000 (or the equivalent thereof in any foreign currency) during any fiscal year;



 






    26 


     


    

 


		(k)	Investments constituting Permitted Acquisitions;



 


		(l)	(i) Non-cash Investments by Borrowers and their Subsidiaries in joint ventures or strategic
alliances in the Ordinary Course of Business consisting of the non-exclusive licensing of technology, the development of technology
or the providing of technical support; provided that no Asset Dispositions are made by Borrowers or their Subsidiaries in
connection with such Investments other than Permitted Asset Dispositions and (ii) Investments of cash and Cash Equivalents
in joint ventures and strategic alliance in an aggregate amount not to exceed $500,000 in any fiscal year; and



 


		(m)	so long as no Event of Default exists at the time of such Investment or after giving effect to
such Investment, other Investments of cash and Cash Equivalents in an amount not exceeding Three Hundred Fifty Thousand Dollars
($350,000) in the aggregate at any time outstanding.



 


“Permitted
License” means:


 


		(a)	any non-exclusive license or sublicense of rights to Intellectual Property (other than any source
code licenses or sublicenses thereto thereto) of Borrower or its Subsidiaries so long as all such licenses (i) are granted
in the Ordinary Course of Business, (ii) do not result in a legal transfer of title to the licensed property, and (iii) have
been granted in exchange for fair consideration;



 


		(b)	any exclusive license or sublicense of rights to Intellectual Property (other than any source code
licenses or sublicenses thereto thereto) of Borrower or its Subsidiaries so long as such licenses or sublicenses (i) are granted
to third parties in the Ordinary Course of Business, (ii) do not result in a legal transfer of title to the licensed property,
(iii) have been granted in exchange for fair consideration, (iii) are exclusive solely as to discrete geographical areas
outside of the United States (and are not exclusive in any other respect), (iv) Borrowers or such Subsidiary has given Agent
at least ten (10) days’ written notice prior to entering in such license, and (v) no Event of Default has occurred
and is continuing at the time such license or sublicense is granted or would arise from the granting of such license or sublicense;



 


		(c)	any exclusive license or sublicense of rights to Intellectual Property of Borrower or its Subsidiaries
so long as such Permitted Licenses have been approved in advance in writing by Agent, in its sole discretion; and



 


		(d)	non-exclusive intercompany licenses and sublicenses among Credit Parties and their respective Subsidiaries
in connection with transfer pricing arrangements.



 






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“Permitted
Liens” means:


 


		(a)	deposits or pledges of cash arising in the Ordinary Course of Business to secure obligations under
workmen’s compensation, social security or similar laws, or under unemployment insurance (but excluding Liens arising under
ERISA or, with respect to any Pension Plan or Multiemployer Plan, the Code) pertaining to a Borrower’s or its Subsidiary’s
employees, if any;



 


		(b)	deposits or pledges of cash and Cash Equivalents in the Ordinary Course of Business to secure leases
and other obligations of like nature arising in the Ordinary Course of Business;



 


		(c)	carrier’s, warehousemen’s, mechanic’s, workmen’s, landlord’s, materialmen’s
or other like Liens on Collateral, other than any Material Intangible Assets, arising in the Ordinary Course of Business with respect
to obligations which are not due, or which are being contested pursuant to a Permitted Contest;



 


		(d)	Liens for taxes or other governmental charges not at the time delinquent or thereafter payable
without penalty or the subject of a Permitted Contest;



 


		(e)	attachments, stay or appeal bonds, judgments and other similar Liens on Collateral for sums not
exceeding $500,000 in the aggregate arising in connection with court proceedings; provided, however, that the execution
or other enforcement of such Liens is effectively stayed and the claims secured thereby are the subject of a Permitted Contest;



 


		(f)	Liens with respect to real estate, easements, rights of way, restrictions, minor defects or irregularities
of title, none of which, individually or in the aggregate, materially interfere with the benefits of the security intended to be
provided by the Security Documents, materially affect the value or marketability of the Collateral, impair the use or operation
of the Collateral for the use currently being made thereof or impair Borrowers’ ability to pay the Obligations in a timely
manner or impair the use of the Collateral or the ordinary conduct of the business of any Borrower or any Subsidiary and which,
in the case of any real estate that is part of the Collateral, are set forth as exceptions to or subordinate matters in the title
insurance policy accepted by Agent insuring the lien of the Security Documents;



 


		(g)	Liens and encumbrances in favor of Agent under the Financing Documents;



 


		(h)	Liens existing on the date hereof and set forth on Schedule 5.2 and Liens incurred in a Permitted
Refinancing of the obligations or liabilities secured by such Liens;



 


		(i)	any Lien on any equipment securing Debt permitted under subpart (c) of the definition of Permitted
Debt, provided, however, that such Lien attaches concurrently with or within one hundred twenty (120) days after
the acquisition thereof and Liens incurred in a Permitted Refinancing of such Debt secured by such Liens;



 






    28 


     


    

 


		(j)	Liens that are rights of set-off, bankers’ liens or similar non-consensual Liens relating
to deposit or securities accounts in favor of banks, other depositary institutions and securities intermediaries solely to secure
payment of fees and similar costs and expenses and arising in the Ordinary Course of Business;



 


		(k)	purported Liens evidenced by the filing of precautionary UCC financing statements relating solely
to operating leases or consignments of personal property entered into the Ordinary Course of Business;



 


		(l)	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 clause (f) of the definition of Permitted
Debt;



 


		(m)	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 in the Ordinary Course of Business;



 


		(n)	Leases or subleases of real property granted in the Ordinary Course of Business;



 


		(o)	Liens solely in respect of the Credit Card Cash Collateral Accounts and amounts deposited therein
to the extent securing obligations permitted pursuant to clause (h) of the definition of Permitted Debt;



 


		(p)	Liens solely in respect of the L/C Cash Collateral Accounts and amounts deposited therein to the
extent securing obligations permitted pursuant to clause (h) of the definition of Permitted Contingent Obligations;



 


		(q)	Liens, deposits and pledges encumbering cash, Cash Equivalents with a value not to exceed Five
Hundred Thousand Dollars ($500,000) in the aggregate at any time, to secure the performance of bids, tenders, contracts (other
than contracts for the payment of money), public or statutory obligations, surety, indemnity, performance or other similar bonds
or other similar obligations arising in the Ordinary Course of Business; and



 


		(r)	to the extent constituting a Lien, the granting of a Permitted License.



 


“Permitted
Modifications” means (a) such amendments or other modifications to a Borrower’s or Subsidiary’s Organizational
Documents as are required under this Agreement or by applicable Law, and (b) such amendments or modifications to a Borrower’s
or Subsidiary’s Organizational Documents (other than those involving a change in the name of a Borrower or Subsidiary or
involving a reorganization of a Borrower or Subsidiary under the laws of a different jurisdiction) that would not adversely affect
the rights and interests of Agent or Lenders in any material respect.


 






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“Permitted
Refinancing” means Debt constituting a refinancing, extension or renewal of Debt; provided that the refinanced,
extended, or renewed Debt (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount
of the Debt being refinanced or extended (plus any reasonable and customary interest, fees, premiums and costs and expenses) (b) has
a weighted average maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of the
Debt being refinanced or extended, (c) is not entered into as part of a sale leaseback transaction, (d) is not secured
by a Lien on any assets other than the collateral securing the Debt being refinanced or extended, (e) the obligors of which
are the same as the obligors of the Debt being refinanced or extended and (f) is otherwise on terms no less favorable to Credit
Parties and their Subsidiaries, taken as a whole, than those of the Debt being refinanced or extended.


 


“Person”
means any natural person, corporation, limited liability company, professional association, limited partnership, general partnership,
joint stock company, joint venture, association, company, trust, bank, trust company, land trust, business trust or other organization,
whether or not a legal entity, and any Governmental Authority.


 


“Prepayment
Fee” has the meaning set forth in Section 2.2


 


“Products”
means, from time to time, any products currently manufactured, sold, developed, tested or marketed by any Borrower or any of its
Subsidiaries, including without limitation, those products set forth on Schedule 4.17; provided, that, for the avoidance
of doubt, any new Product not disclosed on Schedule 4.17 shall still constitute a “Product” as herein defined;
provided that, except with respect to the definition of Net Revenue, the term “Product” shall not include the
Keyence BZ-X 700/800 microscope product.


 


“Pro Rata
Share” means (a) with respect to a Lender’s obligation to make advances in respect of a Term Loan and such
Lender’s right to receive payments of principal and interest with respect to the Term Loans, the Term Loan Commitment Percentage
of such Lender in respect of such Term Loan, and (b) for all other purposes (including, without limitation, the indemnification
obligations arising under Section 11.6) with respect to any Lender, the percentage obtained by dividing (i) the
Term Loan Commitment Amount of such Lender (or, in the event the Term Loan Commitment shall have been terminated, such Lender’s
then outstanding principal advances of such Lender under the Term Loan), by (ii) the sum of the Term Loan Commitment
(or, in the event the Term Loan Commitment shall have been terminated, the then outstanding principal advances of such Lenders
under the Term Loan) of all Lenders.


 


“Recall”
means a Person’s Removal or Correction of a marketed Product that the FDA considers to be in violation of the laws it administers
and against which the FDA would initiate legal action, e.g., seizure.


 


“Registered
Intellectual Property” means any patent, registered trademark or servicemark, registered copyright, registered mask work,
or any pending application for any of the foregoing.


 


“Regulatory
Reporting Event” has the meaning set forth in Section 4.1.


 


“Regulatory
Required Permit” means any and all licenses, approvals and permits issued by the FDA, DEA, CMS or any other applicable
Governmental Authority, necessary for the testing, manufacture, marketing or sale of any Product by any applicable Borrower(s) and
its Subsidiaries as such activities are being conducted by such Borrower and its Subsidiaries with respect to such Product at such
time and any drug listings and drug establishment registrations under 21 U.S.C. Section 510, registrations issued by DEA under
21 U.S.C. Section 823 (if applicable to any Product), and those issued by State governments for the conduct of Borrower’s
or any Subsidiary’s business.


 






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“Removal”
means the physical removal of a product from its point of use to some other location for repair, modification, adjustment, relabeling,
destruction, or inspection.


 


“Required
Lenders” means at any time Lenders holding (a) fifty percent (50%) or more of the sum of the Term Loan Commitment
(taken as a whole), or (b) if the applicable Term Loan Commitments have been terminated or expired, fifty percent (50%) or
more of the then aggregate outstanding principal balance of the applicable tranche of Term Loans.


 


“Responsible
Officer” means any of the President, Chief Executive Officer, Chief Financial Officer or any other officer of the applicable
Borrower acceptable to Agent.


 


“Restricted
Foreign Subsidiary” means (a) Akoya Biosciences UK Ltd. and (b) each other each direct and indirect Subsidiary
of a Borrower not organized under the laws of United States or any state thereof to the extent that such Subsidiary is established
primarily to create a sales office, technical support office or provide research and development services in its jurisdiction of
incorporation (or region) and Agent expressly agrees, in writing, that such Subsidiary constitutes a Restricted Foreign Subsidiary.


 


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


 


“Securities
Account” means a “securities account” (as defined in Article 9 of the UCC), an investment account, or
other account in which investment property or securities are held or invested for credit to or for the benefit of any Borrower.


 


“Securities
Account Control Agreement” means an agreement, in form and substance satisfactory to Agent, among Agent, any applicable
Borrower and each securities intermediary in which such Borrower maintains a Securities Account pursuant to which Agent shall obtain
 “control” (as defined in Article 9 of the UCC) over such Securities Account.


 


“Security
Document” means this Agreement and each other agreement, document or instrument executed concurrently herewith or at
any time hereafter pursuant to which one or more Credit Parties or any other Person either (a) Guarantees payment or performance
of all or any portion of the Obligations, and/or (b) provides, as security for all or any portion of the Obligations, a Lien
on any of its assets in favor of Agent for its own benefit and the benefit of the Lenders, as any or all of the same may be amended,
supplemented, restated or otherwise modified from time to time.


 


“Solvent”
means, with respect to any Person, that such Person (a) owns and will own assets the fair saleable value of which are (i) greater
than the total amount of its debts and liabilities (including subordinated and Contingent Obligations), and (ii) greater than
the amount that will be required to pay the probable liabilities of its then existing debts as they become absolute and matured
considering all financing alternatives and potential asset sales reasonably available to it; (b) has capital that is not unreasonably
small in relation to its business as presently conducted or after giving effect to any contemplated transaction; and (c) does
not intend to incur and does not believe that it will incur debts beyond its ability to pay such debts as they become due.


 






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“Stated Rate”
has the meaning set forth in Section 2.7.


 


“Subordinated
Debt” means any Debt of Borrowers incurred pursuant to the terms of the Subordinated Debt Documents and with the prior
written consent of Agent, all of which documents must be in form and substance acceptable to Agent in its sole discretion. As of
the Closing Date, there is no Subordinated Debt.


 


“Subordinated
Debt Documents” means any documents evidencing and/or securing Debt governed by a Subordination Agreement, all of which
documents must be in form and substance acceptable to Agent in its sole discretion. As of the Closing Date, there are no Subordinated
Debt Documents.


 


“Subordination
Agreement” means each agreement between Agent and another creditor of the Credit Parties, as the same may be amended,
supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, pursuant to which the Debt
owing from any Credit Party and/or the Liens securing such Debt granted by any Credit Party to such creditor are subordinated in
any way to the Obligations and the Liens created under the Security Documents, the terms and provisions of such Subordination Agreements
to have been agreed to by and be acceptable to Agent in the exercise of its sole discretion.


 


“Subsidiary”
means, with respect to any Person, (a) any corporation (or any foreign equivalent thereof) of which an aggregate of more than
fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors
of such corporation (irrespective of whether, at the time, capital stock of any other class or classes of such corporation shall
have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned legally
or beneficially by such Person or one or more Subsidiaries of such Person, or with respect to which any such Person has the right
to vote or designate the vote of more than fifty percent (50%) of such capital stock whether by proxy, agreement, operation of
law or otherwise, and (b) any partnership or limited liability company (or any foreign equivalent thereof) in which such Person
and/or one or more Subsidiaries of such Person shall have an interest (whether in the form of voting or participation in profits
or capital contribution) of more than fifty percent (50%) or of which any such Person is a general partner or may exercise the
powers of a general partner. Unless the context otherwise requires, each reference to a Subsidiary shall be a reference to a Subsidiary
of a Borrower.


 


“Swap Contract”
means any “swap agreement”, as defined in Section 101 of the Bankruptcy Code, that is obtained by Borrower to
provide protection against fluctuations in interest or currency exchange rates, but only if Agent provides its prior written consent
to the entry into such “swap agreement”.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 






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“Termination
Date” means the earliest to occur of (a) the Maturity Date, (b) any date on which the maturity of the Loans
is accelerated pursuant to Section 10.2, or (c) the termination date stated in any notice of termination of this Agreement
provided by Borrowers in accordance with Section 2.12.


 


“Term Loan”
means, collectively, the Term Loan Tranche 1 and Term Loan Tranche 2.


 


“Term Loan
Commitment” means the sum of each Lender’s Term Loan Commitment Amount.


 


“Term Loan
Commitment Amount” means, with respect to each Lender, the sum of such Lender’s Term Loan Tranche 1 Commitment
Amount and Term Loan Tranche 2 Commitment Amount.


 


“Term Loan
Commitment Percentage” means, as to any Lender with respect to each of such Lender’s Term Loan Commitments, (a) on
the Closing Date, with respect to each tranche of the Term Loan, the applicable percentage set forth opposite such Lender’s
name on the Commitment Annex under the column “Term Loan Tranche 1 Commitment Percentage” and “Term Loan Tranche
2 Commitment Percentage” (if such Lender’s name is not so set forth thereon, then, on the Closing Date, such percentage
for such Lender shall be deemed to be zero), and (b) on any date following the Closing Date, as applicable to each tranche
of Term Loan, the percentage equal to (i) the Term Loan Tranche 1 Commitment of such Lender on such date divided by the
aggregate Term Loan Tranche 1 Commitments on such date, or (ii) the Term Loan Tranche 2 Commitment of such Lender of such
date divided by the aggregate Term Loan Tranche 2 Commitments on such date.


 


“Term Loan
Tranche 1” has the meaning set forth in Section 2.1(a)(i)(A).


 


“Term Loan
Tranche 1 Commitment Amount” means, with respect to each Lender, the amount set forth opposite such Lender’s name
on Annex A hereto under the caption “Term Loan Tranche 1 Commitment Amount”, as amended from time to time to
reflect any permitted and effective assignments and as such amount may be reduced or terminated pursuant to this Agreement.


 


“Term Loan
Tranche 1 Commitments” means the sum of each Lender’s Term Loan Tranche 1 Commitment Amount.


 


“Term Loan
Tranche 2” has the meaning set forth in Section 2.1(a)(i)(B).


 


“Term Loan
Tranche 2 Activation Date” means March 31, 2021 unless the Term Loan Tranche 2 Commitment Termination Date occurs
prior thereto.


 


“Term Loan
Tranche 2 Commitment Amount” means, with respect to each Lender, the amount set forth opposite such Lender’s name
on Annex A hereto under the caption “Term Loan Tranche 2 Commitment Amount”, as amended from time to time to reflect
any permitted and effective assignments and as such amount may be reduced or terminated pursuant to this Agreement.


 






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“Term Loan
Tranche 2 Commitment Termination Date” means the earlier of (a) June 30, 2021 and (b) the date on which
Agent provides notice to the Credit Parties, following the occurrence of an Event of Default (which has not been waived or cured
as of the date such notice is given), that the Term Loan Tranche 2 Commitments have been terminated.


 


“Term Loan
Tranche 2 Commitments” means the sum of each Lender’s Term Loan Tranche 2 Commitment Amount.


 


“THP”
means, collectively, Telegraph Hill Partners III, L.P. and Telegraph III Affiliates LLC.


 


“UCC”
means the Uniform Commercial Code of the State of New York or of any other state the laws of which are required to be applied in
connection with the perfection of security interests in any Collateral.


 


“United States”
means the United States of America.


 


“U.S. Tax
Compliance Certificate” has the meaning set forth in Section 2.8(c)(i).


 


“Withholding
Agent” means any Borrower or Agent.


 


“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.


 


Section 1.2           Accounting
Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting
determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and
all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP applied
on a basis consistent with the most recent audited consolidated financial statements of each Borrower and its Consolidated Subsidiaries
delivered to Agent and each of the Lenders on or prior to the Closing Date, except with respect to unaudited financial statements
(i) for non-compliance with FAS 123R, and (ii) for the absence of footnotes and subject to year-end audit adjustments;
provided that (x) all obligations of any Person that are or would have been treated as operating leases for purposes
of GAAP prior to the issuance by the Financial Accounting Standards Board on February 25, 2016 of an Accounting Standards
Update (the “ASU”) shall continue to be accounted for as operating leases for purposes of all financial definitions,
calculations and covenants for purposes of this Agreement (whether or not such operating lease obligations were in effect on such
date), notwithstanding the fact that such obligations are required in accordance with the ASU (on a prospective or retroactive
basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP. If at any time any change in GAAP would
affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers
or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders);
provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance
with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and the Lenders financial statements and other
documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before
and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting
or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made,
without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting
Standard having a similar result or effect) to value any Debt or other liabilities of any Credit Party or any Subsidiary of any
Credit Party at “fair value”, as defined therein.


 






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Section 1.3           Other
Definitional and Interpretive Provisions. References in this Agreement to “Articles”, “Sections”, “Annexes”,
 “Exhibits”, or “Schedules” shall be to Articles, Sections, Annexes, Exhibits or Schedules of or to this
Agreement unless otherwise specifically provided. Any term defined herein may be used in the singular or plural. “Include”,
 “includes” and “including” shall be deemed to be followed by “without limitation”. Except as
otherwise specified or limited herein, references to any Person include the successors and assigns of such Person. References “from”
or “through” any date mean, unless otherwise specified, “from and including” or “through and including”,
respectively. References to any statute or act shall include all related current regulations and all amendments and any successor
statutes, acts and regulations. All amounts used for purposes of financial calculations required to be made herein shall be without
duplication. References to any statute or act, without additional reference, shall be deemed to refer to federal statutes and acts
of the United States. References to any agreement, instrument or document shall include all schedules, exhibits, annexes and other
attachments thereto. References to capitalized terms that are not defined herein, but are defined in the UCC, shall have the meanings
given them in the UCC. All references herein to times of day shall be references to daylight or standard time, as applicable. All
references herein to a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or analogous term, will be
construed to mean also a division of or by a limited liability company, as if it were a merger, transfer, consolidation, amalgamation,
assignment, sale or transfer, or similar term, as applicable. Any series of limited liability company shall be considered a separate
Person.


 


Section 1.4           Settlement
and Funding Mechanics. Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or
among the parties hereto shall be made in lawful money of the United States and in immediately available funds.


 


Section 1.5           Time
is of the Essence. Time is of the essence in Borrower’s and each other Credit Party’s performance under this Agreement
and all other Financing Documents.


 


Section 1.6           Time
of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight savings
or standard, as applicable).


 






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Article 2
- LOANS


 


Section 2.1           Loans.


 


(a)          Term
Loans.


 


(i)            Term
Loan Amounts.


 


(A)           On
the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche
1 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on the Closing Date in an original aggregate principal
amount equal to the Term Loan Tranche 1 Commitments (the “Term Loan Tranche 1”). Each such Lender’s obligation
to fund the Term Loan Tranche 1 shall be limited to such Lender’s Term Loan Tranche 1 Commitment Percentage, and no Lender
shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded.


 


(B)            On
the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche
2 Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan
Tranche 2 Activation Date and on or prior to the Term Loan Tranche 2 Commitment Termination Date (the “Term Loan Tranche
2 Funding Date”) in an original aggregate principal amount equal to the Term Loan Tranche 2 Commitments (the “Term
Loan Tranche 2”). Each such Lender’s obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s
Term Loan Tranche 2 Commitment Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required
to be funded by any other Lender, but not so funded. Unless previously terminated, upon the Term Loan Tranche 2 Commitment Termination
Date, the Term Loan Tranche 2 Commitments shall thereupon automatically be terminated and the Term Loan Tranche 2 Commitment Amount
of each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan
Commitments. Without limiting the foregoing, until the Term Loan Tranche 2 Activation Date has occurred, no Borrower shall be entitled
to request and no Lender shall be required to advance any principal amount in respect of the Term Loan Tranche 2. Unless previously
terminated, upon the Term Loan Tranche 2 Commitment Termination Date, the Term Loan Tranche 2 Commitment shall thereupon automatically
be terminated and the Term Loan Tranche 2 Commitment Amount of each Lender as of such date shall be reduced by such Lender’s
Pro Rata Share of such total reduction in the Term Loan Commitments.


 


(C)            No
Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Borrowers shall
deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered,
(i) in the case of a Term Loan Tranche 1 borrowing, no later than 12:00 P.M. (Eastern time) on the Closing Date or (ii) in
the case of a Term Loan Tranche 2 borrowing, no later than 1:00 P.M. (Eastern time) ten (10) Business Days (or such shorter
period as may be agreed by Agent and the Lenders) prior to such proposed borrowing.


 






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(ii)           Scheduled
Repayments; Mandatory Prepayments; Optional Prepayments.


 


(A)            There
shall become due and payable, and Borrowers shall repay each Term Loan through, scheduled principal payments as set forth on Schedule
2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of each Term Loan
shall become immediately due and payable in full on the Termination Date.


 


(B)            There
shall become due and payable and Borrowers shall prepay the Term Loan in the following amounts and at the following times:


 


(i)            Unless
Agent shall otherwise consent in writing, subject to Borrower’s option to apply casualty proceeds in accordance with the
last sentence of this Section 2.1(a)(ii), within five (5) Business Days of the date on which any Credit Party (or Agent
as loss payee or assignee) receives any casualty proceeds in excess of $500,000 with respect to assets upon which Agent maintained
a Lien, an amount equal to one hundred percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured
debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property that suffered such casualty),
or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations;


 


(ii)            an
amount equal to any interest that is deemed to be in excess of the Maximum Lawful Rate (as defined below) and is required to be
applied to the reduction of the principal balance of the Loans by any Lender as provided for in Section 2.7; and


 


(iii)            without
limiting Section 5.6(b), unless Agent shall otherwise consent in writing, within five (5) Business Days of receipt by
any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business, an amount equal
to one hundred percent (100%) of the net cash proceeds of such asset disposition (net of out of pocket expenses and repayment of
secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering such asset and any and all fees,
costs, expenses and taxes incurred in connection with such Asset Disposition), or such lesser portion as Agent shall elect to apply
to the Obligations.


 






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Notwithstanding the foregoing and so long
as no Event of Default or Default then exists: (1) any such casualty proceeds in excess of $500,000 may be used by Borrowers
within one hundred eighty (180) days from the receipt of such proceeds to replace or repair any assets in respect of which
such proceeds were paid so long as such proceeds are deposited into a Deposit Account that is subject to a Deposit Account Control
Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset dispositions that are not made
in the Ordinary Course of Business may be used by Borrowers within one hundred eighty (180) days from the receipt of such proceeds
to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into
a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower. All sums held
by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for
the Obligations and may be commingled with the general funds of Agent.


 


(C)            Borrowers
may from time to time, with at least five (5) Business Days prior irrevocable written notice (which notice may be conditioned
on the closing of a refinancing or other applicable transaction) to Agent, prepay the Term Loans in whole but not in part (other
than mandatory partial prepayments required under this Agreement); provided, that such prepayment shall be accompanied by
all prepayment fees or other fees required hereunder and any fees required under the Fee Letter or any Financing Document in connection
with such prepayments.


 


(iii)          All
Prepayments. Except as this Agreement may specifically provide otherwise, all prepayments of the Term Loan shall be applied
by Agent to the Obligations in inverse order of maturity. The monthly payments required under Schedule 2.1 shall continue
in the same amount (for so long as the Term Loan and/or (if applicable) any advance thereunder shall remain outstanding) notwithstanding
any partial prepayment, whether mandatory or optional, of the Term Loan. Notwithstanding anything to the contrary contained in
the foregoing, in the event that there have been multiple advances under the Term Loan each of which such advances has a separate
amortization schedule of principal payments under Schedule 2.1 attached hereto, each prepayment of the Term Loan shall be
applied by Agent to reduce and prepay the principal balance of the earliest-made advance then outstanding in the inverse order
of maturity of the scheduled payments with respect to such advance until such earliest-made advance is paid in full (and to the
extent the total amount of any such partial prepayment shall exceed the outstanding principal balance of such earliest-made advance,
the remainder of such prepayment shall be applied successively to the remaining advances under the Term Loan in the direct order
of the respective advance dates in the manner provided for in this sentence).


 


(iv)          LIBOR
Rate.


 


(A)            Except
as provided in subsection (C) below, the Term Loan shall accrue interest at the LIBOR Rate plus the Applicable Margin.


 






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(B)            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, in each case, due to changes in applicable
Law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (except changes
of general applicability in corporate income tax laws) and changes in the reserve requirements imposed by the Board of Governors
of the Federal Reserve System (or any successor), which additional or increased costs would increase the cost of funding loans
bearing interest based upon the LIBOR Rate; provided, however, 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 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, in each case pursuant to Basel III, shall in each case be deemed to be a “change
in applicable Law”, regardless of the date enacted, adopted or issued. 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 (I) require
such Lender to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining
the amount of such adjustment, or (II) repay the Loans bearing interest based upon the LIBOR Rate with respect to which such
adjustment is made.


 


(C)            In
the event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation
of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical
for such Lender to maintain Loans bearing interest based upon the LIBOR Rate or to continue such 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, (I) in the case of the pro rata share of the Term Loan held
by such Lender and then outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the
Interest Period of such portion of the Term Loan, and interest upon such portion thereafter shall accrue interest at the Base Rate
plus the Applicable Margin, and (II) such portion of the Term Loan shall continue to accrue interest at the Base Rate
plus the Applicable Margin until such Lender determines that it would no longer be unlawful or impractical to maintain such
Term Loan at the LIBOR Rate.


 


(D)            Anything
to the contrary contained herein notwithstanding, neither Agent nor any Lender is required actually to acquire eurodollar deposits
to fund or otherwise match fund any Obligation as to which interest accrues based on the LIBOR Rate.


 






(b)         Reserved.


 






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Section 2.2          Interest, Interest
Calculations and Certain Fees.


 


(a)         Interest.
From and following the Closing Date, except as expressly set forth in this Agreement, Loans and the other Obligations shall bear
interest at the sum of the LIBOR Rate plus the Applicable Margin. Interest on the Loans shall be paid monthly in arrears
on the first (1st) day of each month and on the maturity of such Loans, whether by acceleration or otherwise. Interest on all other
Obligations shall be payable upon demand.


 


(b)         Fee
Letter. In addition to the other fees set forth herein, the Borrowers agree to pay Agent the fees set forth in the Fee Letter.


 


(c)         Origination
Fee. Contemporaneous with Borrowers execution of this Agreement, Borrowers shall pay Agent, for the pro rata benefit of all
Lenders committed to make Term Loans on the Closing Date, a fee in an amount equal to $187,500. All fees payable pursuant to this
paragraph shall be deemed fully earned when due and payable and non-refundable as of the Closing Date.


 


(d)         Prepayment
Fee. If any advance under the Term Loan is prepaid at any time, in whole or in part, for any reason (whether by voluntary prepayment
by Borrower, by mandatory prepayment by Borrower, by reason of the occurrence of an Event of Default or otherwise, or if the Term
Loan shall become accelerated (including any automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f))
or otherwise) and due and payable in full, Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term
Loan advances, as compensation for the costs of such Lenders making funds available to Borrowers under this Agreement, a prepayment
fee (the “Prepayment Fee”) calculated in accordance with this subsection. The Prepayment Fee shall be equal
to an amount determined by multiplying the amount being prepaid (or required to be prepaid, if such amount is greater) by
the following applicable percentage amount: (x) three percent (3.0%) for the first year following the Closing Date, (y) two
percent (2.0%) for the second year following the Closing Date and (z) one percent (1.0%) thereafter. The Prepayment Fee shall
not apply to or be assessed upon any prepayment made by Borrowers if such payments were required by Agent to be made pursuant to
Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding
the Maximum Lawful Rate). All fees payable pursuant to this paragraph shall be deemed fully-earned and non-refundable as of the
Closing Date.


 


(e)         Audit
Fees. Subject to the limitations set forth in Section 4.6, Borrowers shall pay to Agent, for its own account and not for
the benefit of any other Lenders, all reasonable out-of-pocket fees and expenses in connection with audits and inspections of Borrowers’
books and records, audits, valuations or appraisals of the Collateral, audits of Borrowers’ compliance with applicable Laws
and such other matters as Agent shall deem appropriate, which shall be due and payable on the first Business Day of the month following
the date of issuance by Agent of a written request for payment thereof to Borrowers.


 


(f)          Wire
Fees. Borrowers shall pay to Agent, for its own account and not for the account of any other Lenders, on written demand, fees
for incoming and outgoing wires made for the account of Borrowers, such fees to be based on Agent’s then current wire fee
schedule (available upon written request of the Borrowers).


 






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(g)         Late
Charges. If payments of principal (other than a final installment of principal upon the Termination Date), interest due on
the Obligations, or any other amounts due hereunder or under the other Financing Documents are not timely made and remain overdue
for a period of five (5) days, Borrowers, without notice or demand by Agent, promptly shall pay to Agent, for its own account
and not for the benefit of any other Lenders, as additional compensation to Agent in administering the Obligations, an amount equal
to two percent (2.0%) of each delinquent payment.


 


(h)         Computation
of Interest and Related Fees. All interest and fees under each Financing Document shall be calculated on the basis of a three
hundred sixty (360) day year for the actual number of days elapsed. The date of funding of a Loan shall be included in the calculation
of interest. The date of payment of a Loan shall be excluded from the calculation of interest. If a Loan is repaid on the same
day that it is made, one (1) day’s interest shall be charged.


 


(i)          Automated
Clearing House Payments. If Agent (or its designated servicer or trustee on behalf of a securitization vehicle) so elects,
monthly payments of principal, interest, fees, expenses or any other amounts due and owing from Borrower to Agent hereunder shall
be paid to Agent by Automated Clearing House debit of immediately available funds from the financial institution account designated
by Borrower Representative in the Automated Clearing House debit authorization executed by Borrowers or Borrower Representative
in connection with this Agreement, and shall be effective upon receipt. Borrowers shall execute any and all forms and documentation
necessary from time to time to effectuate such automatic debiting. In no event shall any such payments be refunded to Borrowers.


 


Section 2.3          Notes.
The portion of the Loans made by each Lender shall be evidenced, if so requested by such Lender, by one or more promissory notes
executed by Borrowers on a joint and several basis (each, a “Note”) in an original principal amount equal to
such Lender’s Term Loan Commitments.


 


Section 2.4          Reserved.


 


Section 2.5          Reserved.


 


Section 2.6          General
Provisions Regarding Payment; Loan Account.


 


(a)         All
payments to be made by each Borrower under any Financing Document, including payments of principal and interest made hereunder
and pursuant to any other Financing Document, and all fees, expenses, indemnities and reimbursements, shall be made without set-off,
recoupment or counterclaim. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall
be extended to the next succeeding Business Day and, with respect to payments of principal, interest thereon shall be payable at
the then applicable rate during such extension (it being understood and agreed that, solely for purposes of calculating financial
covenants and computations contained herein and determining compliance therewith, if payment is made, in full, on any such extended
due date, such payment shall be deemed to have been paid on the original due date without giving effect to any extension thereto).
Any payments received in the Payment Account before 12:00 Noon (Eastern time) on any date shall be deemed received by Agent on
such date, and any payments received in the Payment Account at or after 12:00 Noon (Eastern time) on any date shall be deemed received
by Agent on the next succeeding Business Day.


 








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(b)         Agent
shall maintain a loan account (the “Loan Account”) on its books to record Loans and other extensions of credit
made by the Lenders hereunder or under any other Financing Document, and all payments thereon made by each Borrower. All entries
in the Loan Account shall be made in accordance with Agent’s customary accounting practices as in effect from time to time.
The balance in the Loan Account, as recorded in Agent’s books and records at any time shall be conclusive and binding evidence
of the amounts due and owing to Agent by each Borrower absent manifest error; provided, however, that any failure
to so record or any error in so recording shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing
hereunder or under any other Financing Document. Agent shall endeavor to provide Borrowers with a monthly statement regarding the
Loan Account (but neither Agent nor any Lender shall have any liability if Agent shall fail to provide any such statement). Unless
any Borrower notifies Agent of any objection to any such statement (specifically describing the basis for such objection) within
ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrowers in all respects
as to all matters reflected therein.


 


Section 2.7          Maximum
Interest. In no event shall the interest charged with respect to the Loans or any other Obligations of any Borrower under any
Financing Document exceed the maximum amount permitted under the laws of the State of New York or of any other applicable jurisdiction.
Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest payable hereunder or under any
Note or other Financing Document (the “Stated Rate”) would exceed the highest rate of interest permitted under
any applicable law to be charged (the “Maximum Lawful Rate”), then for so long as the Maximum Lawful Rate would
be so exceeded, the rate of interest payable shall be equal to the Maximum Lawful Rate; provided, however, that if
at any time thereafter the Stated Rate is less than the Maximum Lawful Rate, each Borrower shall, to the extent permitted by law,
continue to pay interest at the Maximum Lawful Rate until such time as the total interest received is equal to the total interest
which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable. Thereafter,
the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate,
in which event this provision shall again apply. In no event shall the total interest received by any Lender exceed the amount
which it could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If,
notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess
amount shall be applied to the reduction of the principal balance of the Loans or to other amounts (other than interest) payable
hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid
to Borrowers. In computing interest payable with reference to the Maximum Lawful Rate applicable to any Lender, such interest shall
be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation
is made.


 


Section 2.8          Taxes;
Capital Adequacy.


 


(a)         All
payments of principal and interest on the Loans and all other amounts payable hereunder shall be made free and clear of and without
deduction for any present or future Taxes, except as required by applicable Law. If any applicable Law (as determined in the good
faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by
a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely
pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and if any such
withholding or deduction is in respect of an Indemnified Tax, then the Borrowers shall pay such additional amount or amounts as
is necessary to ensure that the net amount actually received by the applicable recipient will equal the full amount such recipient
would have received had no such withholding or deduction been required (including, without limitation, such withholdings and deductions
applicable to additional sums payable under this Section 2.8). After payment of any Tax by a Borrower to a Governmental Authority
pursuant to this Section 2.8, such Borrower shall promptly forward to Agent the original or a certified copy of an official
receipt, a copy of the return reporting such payment, or other documentation satisfactory to Agent evidencing such payment to such
authority. Borrowers shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option
of Agent timely reimburse Agent for the payment of, any Other Taxes.


 






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(b)         The
Borrowers shall indemnify Agent and Lenders, within ten (10) days after demand thereof, for the full amount of any Indemnified
Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.8) payable
or paid by Agent or any Lender or required to be withheld or deducted from a payment to Agent or any Lender and any expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes and Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate in reasonable detail as to the amount of such payment or liability delivered
to Borrowers by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive absent
manifest error.


 


(c)         Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Financing
Document shall deliver to Borrower Representative and Agent, at the time or times prescribed by applicable Law or reasonably requested
by Borrower Representative or Agent, such properly completed and executed documentation reasonably requested by Borrower Representative
or Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender,
if reasonably requested by Borrower Representative or Agent, shall deliver such other documentation prescribed by applicable Law
or reasonably requested by Borrowers or Agent as will enable Borrowers or Agent to determine whether or not such Lender is subject
to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences,
the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.8(c)(i),
2.8(c)(ii) and 2.8(e) below) shall not be required if in such Lender’s reasonable judgment such completion, execution
or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or
commercial position of such Lender.


 






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(i)            Each
Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S.
federal income tax purposes and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant
to Section 11.17(a) after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such
assignment) (each such Lender a “Foreign Lender”) shall, to the extent permitted by Law, execute and deliver
to Borrower Representative and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date
on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request
of the Borrower Representative or Agent) whichever of the following is applicable: (A) in the case of a Foreign Lender claiming
the benefits of an income tax treaty to which the United States is a party, (x) with respect to payments of interest under
any Financing Document, two (2) properly completed and executed originals of United States Internal Revenue Service (“IRS”)
Forms W-8BEN or W-8BEN-E (or successor form) establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant
to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Financing
Documents, two (2) properly completed and executed originals of IRS Forms W-8BEN or W-8BEN-E (or successor form) establishing
an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “business profits” or “other
income” article of such tax treaty; (B) two (2) executed originals of IRS Form W-8ECI (or successor form);
(C) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of
the Code, (x) a certificate substantially in the form of Exhibit E-1 to the effect that such Foreign Lender is
not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder”
of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation”
described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) two
(2) executed originals of IRS Forms W-8BEN or W-8BEN-E (or successor form); (D) to the extent a Foreign Lender is not
the beneficial owner, two (2) executed originals of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN
or W-8BEN-E (or successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS
Form W-9 (or successor form), and/or other certification documents from each beneficial owner, as applicable; provided
that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming
the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of
Exhibit E-4 on behalf of each such direct and indirect partner; or (E) other applicable forms, certificates or
documents prescribed by the IRS. Each Lender agrees that if any form or certification it previously delivered expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrower Representative and
Agent in writing of its legal inability to do so. In addition, to the extent permitted by applicable Law, such forms shall be delivered
by each Foreign Lender upon the obsolescence or invalidity of any form previously delivered by such Foreign Lender. Each Foreign
Lender shall promptly notify Borrower Representative at any time it determines that it is no longer in a position to provide any
previously delivered certificate to Borrower Representative (or any other form of certification adopted by the U.S. taxing authorities
for such purpose).


 






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(ii)           Each
Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S.
federal income tax purposes and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant
to Section 11.17(a) after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such
assignment) shall, to the extent permitted by Law, provide to Borrower Representative and Agent on or prior to the date on which
such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower
Representative or Agent), a properly completed and executed IRS Form W-9 or any successor form certifying as to such Lender’s
entitlement to an exemption from U.S. backup withholding and other applicable forms, certificates or documents prescribed by the
IRS or reasonably requested by Borrower Representative or Agent. Each such Lender shall promptly notify Borrowers at any time it
determines that any certificate previously delivered to Borrower Representative (or any other form of certification adopted by
the U.S. governmental authorities for such purposes) is no longer valid.


 


(iii)          Any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower Representative and Agent (in such number
of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or Agent), executed copies
of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. Federal withholding
Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrowers
or Agent to determine the withholding or deduction required to be made.


 


(d)         If
any Lender determines, in its reasonable discretion, that it has received a refund in respect of any Taxes as to which it has been
indemnified by any Borrower pursuant to this Section 2.8 (including by the payment of additional amounts pursuant to this
Section 2.8), then it shall promptly pay an amount equal to such refund to Borrowers, net of all reasonable out-of-pocket
expenses of such Lender or of Agent with respect thereto, including any Taxes; provided, however, that Borrowers,
upon the written request of such Lender or Agent, agree to repay any amount paid over to Borrowers to such Lender or to Agent (plus
any related penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such Lender or Agent
is required, for any reason, to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this
Section 2.8, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this
Section 2.8(d) the payment of which would place the indemnified party in a less favorable net after-Tax position than
the indemnified party 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.
This Section 2.8 shall not be construed to require any indemnified party to make available its Tax returns (or any other information
relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(e)         If
a payment made to a Lender under any Financing Document would be subject to U.S. federal withholding tax imposed by FATCA if such
Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to Borrower Representative and Agent at the time or times prescribed
by Law and at such time or times reasonably requested by Borrower Representative or Agent such documentation prescribed by applicable
Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested
by Borrower Representative or Agent as may be necessary for Borrowers and Agent 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 after the date of this Agreement.


 






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(f)          Each
Lender shall severally indemnify Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable
to such Lender (but only to the extent that any Credit Party has not already indemnified Agent for such Indemnified Taxes and without
limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply
with the provisions of Section 11.17 relating to the maintenance of a Participant Register and (iii) any Excluded Taxes
attributable to such Lender, in each case, that are payable or paid by Agent in connection with any Financing Document, and any
reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by
Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at
any time owing to such Lender under any Financing Document or otherwise payable by Agent to such Lender from any other source against
any amount due to Agent under this paragraph (f).


 


(g)         Each
party’s obligations under Section 2.8(a) through (f) shall survive the resignation or replacement of Agent
or any assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all Obligations
hereunder.


 


(h)         If
any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital
adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation, administration
or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration
or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive
regarding capital adequacy (whether or not having the force of Law) of any such Governmental Authority, central bank or comparable
agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate of return on
such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to
a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change,
interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s
policies with respect to capital adequacy) then from time to time, upon demand by such Lender (which demand shall be accompanied
by a certificate setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of
which shall be furnished to Agent), Borrowers shall promptly pay to such Lender such additional amount as will compensate such
Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is two hundred
seventy (270) days prior to the date on which such Lender first made demand therefor; 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
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, in each case pursuant to Basel III, shall in each case be deemed
to be a “change in applicable Law”, regardless of the date enacted, adopted or issued; provided; further; that
this Section 2.8(h) shall apply only to Taxes that are not (A) Indemnified Taxes, (B) Taxes described in clauses
(b) through (d) of the definition of Excluded Taxes, or (c) Connection Income Taxes.


 






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(i)          If
any Lender requests compensation under either Section 2.1(a)(iv) or Section 2.8(h), or requires Borrowers to pay
any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.8, then,
upon the written request of Borrower Representative, such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder (subject to the provisions
of Section 11.17) to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation
or assignment (i) would eliminate or materially reduce amounts payable pursuant to any such Section, as the case may be, in
the future, (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) would not otherwise be disadvantageous
to such Lender (as determined in its sole good faith discretion). Without limitation of the provisions of Section 12.14, each
Borrower hereby agrees to pay all reasonable and documented, out-of-pocket costs and expenses incurred by any Lender in connection
with any such designation or assignment.


  


Section 2.9          Appointment
of Borrower Representative.


 


(a)         Each
Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive
Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect
to the disbursement of the proceeds of the Loans, giving and receiving all other notices and consents hereunder or under any of
the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on
behalf of any Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse
the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case
as Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary
contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be disbursed
directly to an operating account of such Borrower.


 


(b)         Borrower
Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this
Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or
to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower.


 


(c)         Each
Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent to receive statements on account and
all other notices from Agent, Lenders with respect to the Obligations or otherwise under or in connection with this Agreement and
the other Financing Documents.


 






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(d)         Any
notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower
Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall
be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower.


 


(e)         No
resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be
effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns
under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and
shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower Representative
hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative
and the term “Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement
and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties
as Borrower Representative shall be thereupon terminated.


 


Section 2.10        Joint
and Several Liability; Rights of Contribution; Subordination and Subrogation.


 


(a)         Borrowers
are defined collectively to include all Persons named as one of the Borrowers herein; provided, however, that any
references herein to “any Borrower”, “each Borrower” or similar references, shall be construed as a reference
to each individual Person named as one of the Borrowers herein. Each Person so named shall be jointly and severally liable for
all of the obligations of Borrowers under this Agreement. Each Borrower, individually, expressly understands, agrees and acknowledges,
that the credit facilities would not be made available on the terms herein in the absence of the collective credit of all of the
Persons named as the Borrowers herein, the joint and several liability of all such Persons, and the cross-collateralization of
the collateral of all such Persons. Accordingly, each Borrower individually acknowledges that the benefit to each of the Persons
named as one of the Borrowers as a whole constitutes reasonably equivalent value, regardless of the amount of the credit facilities
actually borrowed by, advanced to, or the amount of collateral provided by, any individual Borrower. In addition, each entity named
as one of the Borrowers herein hereby acknowledges and agrees that all of the representations, warranties, covenants, obligations,
conditions, agreements and other terms contained in this Agreement shall be applicable to and shall be binding upon and measured
and enforceable individually against each Person named as one of the Borrowers herein as well as all such Persons when taken together.
By way of illustration, but without limiting the generality of the foregoing, the terms of Section 10.1 of this Agreement
are to be applied to each individual Person named as one of the Borrowers herein (as well as to all such Persons taken as a whole),
such that the occurrence of any of the events described in Section 10.1 of this Agreement as to any Person named as one of
the Borrowers herein shall constitute an Event of Default even if such event has not occurred as to any other Persons named as
the Borrowers or as to all such Persons taken as a whole.


 






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(b)         Notwithstanding
any provisions of this Agreement to the contrary, it is intended that the joint and several nature of the liability of each Borrower
for the Obligations and the Liens granted by Borrowers to secure the Obligations not constitute a Fraudulent Conveyance (as defined
below). Consequently, Agent, Lenders and each Borrower agree that if the liability of a Borrower for the Obligations or any Liens
granted by such Borrower securing the Obligations would, but for the application of this sentence, constitute a Fraudulent Conveyance,
the liability of such Borrower and the Liens securing such liability shall be valid and enforceable only to the maximum extent
that would not cause such liability or such Lien to constitute a Fraudulent Conveyance, and the liability of such Borrower and
this Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, the term “Fraudulent
Conveyance” means a fraudulent conveyance under Section 548 of Chapter 11 of Title II of the Bankruptcy Code or
a fraudulent conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance or fraudulent transfer
law or similar law of any state, nation or other governmental unit, as in effect from time to time.


 


(c)         Agent
is hereby authorized, without notice or demand (except as otherwise specifically required under this Agreement) and without affecting
the liability of any Borrower hereunder, at any time and from time to time, to (i) renew, extend or otherwise increase the
time for payment of the Obligations; (ii) with the written agreement of any Borrower, change the terms relating to the Obligations
or otherwise modify, amend or change the terms of any Note or other agreement, document or instrument now or hereafter executed
by any Borrower and delivered to Agent for any Lender; (iii) accept partial payments of the Obligations; (iv) take and
hold any Collateral for the payment of the Obligations or for the payment of any guaranties of the Obligations and exchange, enforce,
waive and release any such Collateral; (v) apply any such Collateral and direct the order or manner of sale thereof as Agent,
in its reasonable discretion, may determine; and (vi) settle, release, compromise, collect or otherwise liquidate the Obligations
and any Collateral therefor in any manner, all guarantor and surety defenses being hereby waived by each Borrower. Except as specifically
provided in this Agreement or any of the other Financing Documents, Agent shall have the exclusive right to determine the time
and manner of application of any payments or credits, whether received from any Borrower or any other source, and such determination
shall be binding on all Borrowers. All such payments and credits may be applied, reversed and reapplied, in whole or in part,
to any of the Obligations that Agent shall determine, in its reasonable discretion, without affecting the validity or enforceability
of the Obligations of any other Borrower.


 


(d)         Each
Borrower hereby agrees that, except as hereinafter provided, its obligations hereunder shall be unconditional, irrespective of
(i) the absence of any attempt to collect the Obligations from any obligor or other action to enforce the same; (ii) the
waiver or consent by Agent with respect to any provision of any instrument evidencing the Obligations, or any part thereof, or
any other agreement heretofore, now or hereafter executed by a Borrower and delivered to Agent; (iii) failure by Agent to
take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the
Obligations; (iv) the institution of any proceeding under the Bankruptcy Code or any similar proceeding, by or against a Borrower
or Agent’s election in any such proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code; (v) any
borrowing or grant of a security interest by a Borrower as debtor-in-possession, under Section 364 of the Bankruptcy Code;
(vi) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Agent’s claim(s) for
repayment of any of the Obligations; or (vii) any other circumstance other than payment in full of the Obligations which might
otherwise constitute a legal or equitable discharge or defense of a guarantor or surety.


 






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(e)         Borrowers
hereby agree, as between themselves, that to the extent that Agent, on behalf of Lenders, shall have received from any Borrower
any Recovery Amount (as defined below), then the paying Borrower shall have a right of contribution against each other Borrower
in an amount equal to such other Borrower’s contributive share of such Recovery Amount; provided, however,
that in the event any Borrower suffers a Deficiency Amount (as defined below), then the Borrower suffering the Deficiency Amount
shall be entitled to seek and receive contribution from and against the other Borrowers in an amount equal to the Deficiency Amount;
and provided, further, that in no event shall the aggregate amounts so reimbursed by reason of the contribution
of any Borrower equal or exceed an amount that would, if paid, constitute or result in Fraudulent Conveyance. Until all Obligations
have been paid and satisfied in full (other than inchoate indemnification obligations for which no claim has yet been made), no
payment made by or for the account of a Borrower including, without limitation, (i) a payment made by such Borrower on behalf
of the liabilities of any other Borrower, or (ii) a payment made by any other Guarantor under any Guarantee, shall entitle
such Borrower, by subrogation or otherwise, to any payment from such other Borrower or from or out of such other Borrower’s
property. The right of each Borrower to receive any contribution under this Section 2.10(e) or by subrogation or otherwise
from any other Borrower shall be subordinate in right of payment to the Obligations and such Borrower shall not exercise any right
or remedy against such other Borrower or any property of such other Borrower by reason of any performance of such Borrower of
its joint and several obligations hereunder, until the Obligations (other than inchoate indemnification obligations for which
no claim has yet been made) have been indefeasibly paid and satisfied in full, and no Borrower shall exercise any right or remedy
with respect to this Section 2.10(e) until the Obligations (other than inchoate indemnification obligations for which
no claim has yet been made) have been indefeasibly paid and satisfied in full. As used in this Section 2.10(e), the term
 “Recovery Amount” means the amount of proceeds received by or credited to Agent from the exercise of any remedy
of the Lenders under this Agreement or the other Financing Documents, including, without limitation, the sale of any Collateral.
As used in this Section 2.10(e), the term “Deficiency Amount” means any amount that is less than the entire
amount a Borrower is entitled to receive by way of contribution or subrogation from, but that has not been paid by, the other
Borrowers in respect of any Recovery Amount attributable to the Borrower entitled to contribution, until the Deficiency Amount
has been reduced to Zero Dollars ($0) through contributions and reimbursements made under the terms of this Section 2.10(e) or
otherwise


 


Section 2.11        [Reserved].


 


Section 2.12        Termination;
Restriction on Termination.


 


(a)         Termination
by Lenders. In addition to the rights set forth in Section 10.2, Agent may, and at the direction of Required Lenders shall,
terminate this Agreement without notice upon or after the occurrence and during the continuance of an Event of Default.


 


(b)         Termination
by Borrowers. Upon at least five (5) Business Day’ prior written notice and pursuant to payoff documentation in
form and substance reasonably satisfactory to Agent and Lenders, Borrowers may, at its option, terminate this Agreement; provided,
however, that no such termination shall be effective until Borrowers have complied with Section 2.12(c) and the
Obligations are paid in full (other than inchoate indemnification obligations for which no claim has yet been made). Any notice
of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any
obligation to make any Loans on or after the termination date stated in such notice. Borrowers may elect to terminate this Agreement
in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.


 






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(c)         Effectiveness
of Termination. All of the Obligations shall be immediately due and payable upon the Termination Date. All undertakings, agreements,
covenants, warranties and representations of Borrowers contained in the Financing Documents shall survive any such termination
and Agent shall retain its Liens in the Collateral and Agent and each Lender shall retain all of its rights and remedies under
the Financing Documents notwithstanding such termination until all Obligations have been discharged or paid, in full, in immediately
available funds, including, without limitation, all Obligations under Section 2.2 and the terms of any Fee Letter resulting
from such termination (in each case, other than inchoate indemnification obligations for which no claim has yet been made). Notwithstanding
the foregoing or the payment in full of the Obligations, Agent shall not be required to terminate its Liens in the Collateral unless,
with respect to any loss or damage Agent may incur as a result of dishonored checks or other items of payment received by Agent
from Borrower or any Account Debtor and applied to the Obligations, Agent shall, at its option, (a) have received a written
agreement reasonably satisfactory to Agent, executed by Borrowers and by any Person whose loans or other advances to Borrowers
are used in whole or in part to satisfy the Obligations, indemnifying Agent and each Lender from any such loss or damage or (b) have
retained cash Collateral or other Collateral for such period of time as Agent, in its discretion, may deem necessary to protect
Agent and each Lender from any such loss or damage. Upon the payment in full, in cash in immediately available funds, of all Obligations
and the termination of the Term Loan Commitments, as Borrower may reasonably request, Agent shall, at Borrower’s sole cost
and expense, execute and deliver such documents evidencing the release and termination of the security interest in the Collateral
granted under this Agreement and the other Financing Documents pursuant to and in accordance with the terms of any applicable payoff
documentation.


 


Article 3
- REPRESENTATIONS AND WARRANTIES


 


To induce Agent and Lenders
to enter into this Agreement and to make the Loans and other credit accommodations contemplated hereby, each Borrower hereby represents
and warrants to Agent and each Lender that:


 


Section 3.1          Existence
and Power. Each Credit Party (a) is an entity as specified on Schedule 3.1, (b) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization and other jurisdictions specified on Schedule
3.1 and no other jurisdiction, (c) has the same legal name as it appears in such Credit Party’s Organizational Documents
and an organizational identification number (if any), in each case as specified on Schedule 3.1, (d) has all powers
to own its assets and has powers and all Permits necessary in the operation of its business as presently conducted or as proposed
to be conducted, except where the failure to have such Permits would not reasonably be expected to have a Material Adverse Effect,
and (e) is qualified to do business as a foreign entity in each jurisdiction in which it is required to be so qualified, which
jurisdictions as of the Closing Date are specified on Schedule 3.1, except in the case of this clause (e) where the
failure to be so qualified would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule
3.1, no Credit Party (x) has had, over the five (5) year period preceding the Closing Date, any name other than its
current name, or (y) was incorporated or organized under the laws of any jurisdiction other than its current jurisdiction
of incorporation or organization.


 






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Section 3.2          Organization
and Governmental Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Financing
Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant
to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority
other than (i) recordings, filings and other perfection actions in connection with the Liens granted to Agent under this Agreement
or any Security Document and (ii) those obtained or made on or prior to the Closing Date and (d) do not violate, conflict
with or cause a breach or a default under (i) any Law applicable to any Credit Party, (ii) any of the Organizational
Documents of any Credit Party, or (iii) any agreement or instrument binding upon it, except for such violations, conflicts,
breaches or defaults as would not, with respect to this clause (iii), reasonably be expected to have a Material Adverse Effect.


 


Section 3.3          Binding
Effect. Each of the Financing Documents to which any Credit Party is a party constitutes a valid and binding agreement or instrument
of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally
and by general equitable principles. Each Financing Document has been duly executed and delivered by each Credit Party party thereto.


 


Section 3.4          Capitalization.
The authorized equity securities of each of the Credit Parties as of the Closing Date are as set forth on Schedule 3.4.
All issued and outstanding equity securities of each of the Credit Parties are duly authorized and validly issued, fully paid,
nonassessable, free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders, and such equity
securities were issued in compliance with all applicable Laws. The identity of the holders of the equity securities of each of
the Credit Parties and the percentage of their fully-diluted ownership of the equity securities of each of the Credit Parties as
of the Closing Date is set forth on Schedule 3.4. No shares of the capital stock or other Equity Interests of any Credit
Party, other than as described above, are issued and outstanding as of the Closing Date. Except as set forth on Schedule 3.4,
as of the Closing Date there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements
or understandings for the purchase or acquisition from any Credit Party of any equity securities of any such entity.


 


Section 3.5          Financial
Information. All information delivered to Agent and pertaining to the financial condition of any Credit Party fairly in all
material respects presents the financial position of such Credit Party as of such date and for such period then ended in conformity
with GAAP (and as to unaudited financial statements, subject to normal year-end adjustments and the absence of footnote disclosures).
Since December 31, 2019, there has been (a) no material adverse change in the business, operations, properties, or condition
(financial or otherwise) of any Credit Party and (b) no fact, event or circumstance that could reasonably be expected to result
in a Material Adverse Effect.


 






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Section 3.6          Litigation.
Except as set forth on Schedule 3.6 as of the Closing Date, and except as hereafter disclosed to Agent in writing, there
is no Litigation pending against, or to such Borrower’s knowledge threatened in writing against, any Credit Party or any
of their Subsidiaries, which, if adversely determined, could reasonably be expected to result in any judgment or liability of more
than One Million Dollars ($1,000,000). There is no Litigation pending in which an adverse decision could reasonably be expected
to have a Material Adverse Effect or which in any manner draws into question the validity of any of the Financing Documents.


 


Section 3.7          Ownership
of Property. Each Borrower and each of its Subsidiaries is the lawful sole owner of, has good and marketable title to and is
in lawful possession of, or has valid leasehold interests in, all material properties, accounts and other assets (real or personal,
tangible, intangible or mixed) purported or reported to be owned or leased (as the case may be) by such Person.


 


Section 3.8          No
Default. No Event of Default, or to such Borrower’s knowledge, Default, has occurred and is continuing. No Credit Party
is in breach or default under or with respect to any contract, agreement, lease or other instrument to which it is a party or by
which its property is bound or affected, which breach or default could reasonably be expected to have a Material Adverse Effect.


 


Section 3.9          Labor
Matters. As of the Closing Date, there are no strikes or other labor disputes pending or, to any Borrower’s knowledge,
threatened in writing against any Credit Party, which could reasonably be expected to have a Material Adverse Effect. Hours worked
and payments made to the employees of the Credit Parties have not been in material violation of the Fair Labor Standards Act or
any other applicable Law dealing with such matters. All payments due from the Credit Parties, or for which any claim may be made
against any of them, on account of wages and employee and retiree health and welfare insurance and other benefits have been paid
or accrued as a liability on their books, as the case may be. The consummation of the transactions contemplated by the Financing
Documents will not give rise to a right of termination or right of renegotiation on the part of any union under any collective
bargaining agreement to which it is a party or by which it is bound, the result of which could reasonably be expected to have a
Material Adverse Effect.


 


Section 3.10        Investment
Company Act. No Credit Party is an “investment company” or a company “controlled” by an “investment
company” or a “subsidiary” of an “investment company,” all within the meaning of the Investment Company
Act of 1940.


 


Section 3.11        Margin
Regulations.


 


(a)         The
Credit Parties and their Subsidiaries do not own any stock, partnership interest or other equity securities, except for Permitted
Investments. Without limiting the foregoing, the Credit Parties and their Subsidiaries do not own or hold any Margin Stock.


 


(b)         None
of the proceeds from the Loans have been or will be used, directly or indirectly, for the purpose of purchasing or carrying any
 “margin stock” (as defined in Regulation U of the Federal Reserve Board), for the purpose of reducing or retiring any
indebtedness which was originally incurred to purchase or carry any “margin stock” or for any other purpose which might
cause any of the Loans to be considered a “purpose credit” within the meaning of Regulation T, U or X of the Federal
Reserve Board.


 






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Section 3.12        Compliance
With Laws; Anti-Terrorism Laws.


 


(a)         Each
Credit Party is in compliance with the requirements of all applicable Laws, except for such Laws the noncompliance with which could
not reasonably be expected to have a Material Adverse Effect.


 


(b)         None
of the Credit Parties and, to the knowledge of the Credit Parties, none of their Affiliates (i) is in violation of any Anti-Terrorism
Law, (ii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding,
or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law, (iii) is a Blocked Person, or is controlled
by a Blocked Person, (iv) is acting or will act for or on behalf of a Blocked Person, (v) is associated with, or will
become associated with, a Blocked Person or (vi) is providing, or will provide, material, financial or technical support or
other services to or in support of acts of terrorism of a Blocked Person. No Credit Party nor, to the knowledge of any Credit Party,
any of its Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement,
(A) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit
of any Blocked Person, or (B) deals in, or otherwise engages in any transaction relating to, any property or interest in property
blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law.


 


Section 3.13        Taxes.
All federal, state, and local income and all other material tax returns, reports and statements required to be filed by or on behalf
of each Credit Party have been filed with the appropriate Governmental Authorities in all jurisdictions in which such returns,
reports and statements are required to be filed and, except to the extent subject to a Permitted Contest, all federal, income and
other material Taxes (including real property Taxes) and other charges shown to be due and payable in respect thereof have been
timely paid prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for nonpayment thereof.


 


Section 3.14        Compliance
with ERISA.


 


(a)         Each
ERISA Plan (and the related trusts and funding agreements) complies in form and in operation with, has been administered in compliance
with, and the terms of each ERISA Plan satisfy, the applicable requirements of ERISA and the Code in all material respects. Each
ERISA Plan which is intended to be qualified under Section 401(a) of the Code is so qualified, and the United States
Internal Revenue Service has issued a favorable determination letter with respect to each such ERISA Plan which may be relied on
currently. No Credit Party has incurred liability for any material excise tax under any of Sections 4971 through 5000 of the Code.


 






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(b)        Except
as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, each Borrower and each
Subsidiary is in compliance with the applicable provisions of ERISA and the provision of the Code relating to ERISA Plans and the
regulations and published interpretations therein. During the thirty-six (36) month period prior to the Closing Date or the making
of any Loan (i) no steps have been taken to terminate any Pension Plan, and (ii) no contribution failure has occurred
with respect to any Pension Plan sufficient to give rise to a Lien under Section 303(k) of ERISA or Section 430(k) of
the Code and no event has occurred that would give rise to a Lien under Section 4068 of ERISA. No condition exists or event
or transaction has occurred with respect to any Pension Plan which would result in the incurrence by any Credit Party of any material
liability, fine or penalty. No Credit Party has incurred liability to the PBGC (other than for current premiums) with respect to
any employee Pension Plan. All contributions (if any) have been made on a timely basis to any Multiemployer Plan that are required
to be made by any Credit Party or any other member of the Controlled Group under the terms of the plan or of any collective bargaining
agreement or by applicable Law; no Credit Party nor any member of the Controlled Group has withdrawn or partially withdrawn from
any Multiemployer Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand
for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued,
would result in a withdrawal or partial withdrawal from any such plan, and no Credit Party nor any member of the Controlled Group
has received any notice that any Multiemployer Plan is in reorganization, that increased contributions may be required to avoid
a reduction in plan benefits or the imposition of any excise tax, that any such plan is or has been funded at a rate less than
that required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become
insolvent.


 


Section 3.15        Consummation
of Financing Documents; Brokers. Except for fees payable to Agent and/or Lenders, no broker, finder or other intermediary has
brought about the obtaining, making or closing of the transactions contemplated by the Financing Documents, and no Credit Party
has or will have any obligation to any Person in respect of any finder’s or brokerage fees, commissions or other expenses
in connection herewith or therewith.


 


Section 3.16        [Reserved].


 


Section 3.17        Material
Contracts. Except for the Financing Documents and the agreements set forth on Schedule 3.17, as of the Closing Date
there are no Material Contracts. The consummation of the transactions contemplated by the Financing Documents will not give rise
to a right of termination in favor of any party to any Material Contract (other than any Credit Party), except for such Material
Contracts the noncompliance with which would not reasonably be expected to have a Material Adverse Effect.


 


Section 3.18        Compliance
with Environmental Requirements; No Hazardous Materials. Except in each case as set forth on Schedule 3.18:


 


(a)         no
notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has
been filed, no penalty has been assessed and no investigation or review is pending, or to such Borrower’s knowledge, threatened
in writing by any Governmental Authority or other Person with respect to any (i) alleged violation by any Credit Party of
any Environmental Law, (ii) alleged failure by any Credit Party to have any Permits required in connection with the conduct
of its business or to comply with the terms and conditions thereof, (iii) any generation, treatment, storage, recycling, transportation
or disposal of any Hazardous Materials, or (iv) release of Hazardous Materials, in each case except where the failure to obtain
such document could not reasonably be expected to have a Material Adverse Effect; and


 






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(b)        no
property now owned or leased by any Credit Party and, to the knowledge of each Borrower, no such property previously owned or leased
by any Credit Party, to which any Credit Party has, directly or indirectly, transported or arranged for the transportation of any
Hazardous Materials in violation of any Applicable Law, is listed or, to such Borrower’s knowledge, proposed for listing,
on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or any similar state list or
is the subject of federal, state or local enforcement actions or, to the knowledge of such Borrower, other investigations which
may lead to claims against any Credit Party for clean-up costs, remedial work, damage to natural resources or personal injury claims,
including, without limitation, claims under CERCLA, which claims could reasonably be expected to have a Material Adverse Effect.


 


For purposes of this Section 3.18,
each Credit Party shall be deemed to include any business or business entity (including a corporation) that is, in whole or in
part, a predecessor of such Credit Party.


 


Section 3.19        Intellectual
Property and License Agreements. A list of all Registered Intellectual Property of each Credit Party and all material in-bound
license or sublicense agreements and exclusive out-bound license or sublicense agreements (but in each case excluding in-bound
licenses of over-the-counter and other software that is commercially available to the public, open source licenses and enabling
licenses in the Ordinary Course of Business), as of the Closing Date and, as updated pursuant to Section 4.15, is set forth
on Schedule 3.19. Schedule 3.19 shall be prepared by Borrower in the form provided by Agent and contain all
information required in such form. Except for Permitted Licenses and Permitted Liens arising by operation of law, each Credit Party
is the sole owner of its material Intellectual Property free and clear of any Liens. Each granted material patent owned by any
Credit Party is valid and enforceable in all material respects and no part of the Material Intangible Assets has been judged invalid
or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no claim has been made that any part of the
Material Intangible Assets violates the rights of any third party in any material respect. Except as set forth on Schedule 3.19
on the Closing Date, each Borrower possesses the object code and user manuals for all software used by it, and the source code
and all documentation required for effective use of it.


 


Section 3.20        Solvency.
After giving effect to the Loan advance and the liabilities and obligations of each Borrower under the Financing Documents, each
Borrower and each additional Credit Party is Solvent.


 


Section 3.21        Full
Disclosure. None of the written information (financial or otherwise) furnished by or on behalf of any Credit Party to Agent
or any Lender in connection with the consummation of the transactions contemplated by the Financing Documents, contains any untrue
statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not
misleading in light of the circumstances under which such statements were made. All financial projections delivered to Agent and
the Lenders by Borrowers (or their agents) have been prepared on the basis of the assumptions stated therein. Such projections
represent each Borrower’s best estimate of such Borrower’s future financial performance and such assumptions are believed
by such Borrower to be fair and reasonable in light of current business conditions; provided, however, that Borrowers
can give no assurance that such projections will be attained. Agent and each Lender acknowledges and agrees that all financial
performance projections delivered to Agent represent Borrowers’ best good faith estimate of future financial performance
and are based on assumptions believed by Borrowers to be fair and reasonable in light of current market conditions, it being acknowledged
and agreed by Agent and Lenders that projections as to future events are not to be viewed as facts and that the actual results
during the period or periods covered by such projections may differ from the projected results.


 






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Section 3.22        [Reserved].


 


Section 3.23        Subsidiaries.
Borrowers do not own any stock, partnership interests, limited liability company interests or other equity securities or Subsidiaries
except for Permitted Investments.


 


Section 3.24        Regulatory
Matters.


 


(a)         All
of Borrowers’ and their Subsidiaries’ material Products and material Regulatory Required Permits (limited to those
Regulatory Required Permits the loss of which would reasonably be expected to have a Material Adverse Effect) are listed on Schedule
4.17 on the Closing Date (as updated from time to time as required under Section 4.15). With respect to each Product,
(i) the Borrowers and their Subsidiaries have received, and such Product is the subject of, all Regulatory Required Permits
needed in connection with the testing, manufacture, marketing or sale of such Product as currently being conducted by or on behalf
of Borrower, in each case except where the failure to obtain such Regulatory Required Permits could not reasonably be expected
to have a Material Adverse Effect and (ii) such Product is being tested, manufactured, marketed or sold, as the case may be,
by Borrowers (or to the Borrowers’ knowledge, by any applicable third parties) in compliance with all applicable Laws and
Regulatory Required Permits in each case except where the failure to do so could not reasonably be expected to have a Material
Adverse Effect.


 


(b)        None
of the Borrowers or any Subsidiary thereof are in violation of any Healthcare Law, except where any such violation would not reasonably
be expected to have a Material Adverse Effect.


 


(c)         No
Borrower or any Subsidiary thereof receives any material payments directly (including through any third party payment processor)
from Medicare, Medicaid, or TRICARE.


 


(d)         To
the Borrowers’ knowledge (after reasonable inquiry), none of the Borrowers or their Subsidiaries’ officers, directors,
employees, shareholders, their agents or affiliates has made an untrue statement of material fact or fraudulent statement to the
FDA or failed to disclose a material fact required to be disclosed to the FDA, committed an act, made a statement, or failed to
make a statement that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud,
Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” set forth in 56 Fed. Regulation 46191 (September 10,
1991).


 


(e)         Except
as would not reasonably be expected to result in a Material Adverse Effect, each Product each Product has been and/or shall be
manufactured, imported, possessed, owned, warehoused, marketed, promoted, sold, labeled, furnished, distributed and marketed and
each service has been conducted in accordance with all applicable Permits and Laws.


 






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(f)         No
Borrower, nor any Subsidiary thereof, is subject to any proceeding, suit or, to any Borrower’s knowledge, investigation
by any federal, state, provincial or local government or quasi-governmental body, agency, board or authority or any other administrative
or investigative body (including the Office of the Inspector General of the United States Department of Health and Human Services),which
could reasonably be expected to result in a Material Adverse Effect.


 


(g)        As
of the Closing Date, there have been no material Regulatory Reporting Events.


 


Section 3.25        [Reserved].


 


Section 3.26        Senior
Indebtedness Status. The Obligations of each Credit Party under this Agreement and each of the other Financing Documents ranks
and shall continue to rank at least senior in priority of payment to all Debt that is contractually subordinated to the Obligations
of each such Person under this Agreement and is designated as “Senior Indebtedness” (or an equivalent term) under all
instruments and documents, now or in the future, relating to all Debt that is contractually subordinated to the Obligations under
this Agreement of each such Person.


 


Section 3.27        Accuracy
of Schedules. All information set forth in the Schedules to this Agreement is true, accurate and complete as of the Closing
Date. All information set forth in the Perfection Certificate is true, accurate and complete as of the Closing Date and any other
subsequent date in which Borrower is requested to update such certificate.


 


Article 4
- AFFIRMATIVE COVENANTS


 


Each Borrower agrees
that:


 


Section 4.1          Financial
Statements and Other Reports and Notices. Each Borrower will deliver to Agent: as soon as available, but no later than thirty
(30) days after the last day of each month, a company prepared consolidated (and upon Agent’s reasonable request consolidating)
balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’
consolidated and consolidating operations during the period, prepared under GAAP (subject to normal year-end adjustments and the
absence of footnote disclosures), consistently applied, setting forth in comparative form the corresponding figures as at the end
of the corresponding calendar month of the previous fiscal year and the projected figures for such period based upon the projections
required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form reasonably acceptable to Agent;


 


(a)         upon
Agent’s reasonable request, together with the financial reporting package described in (a) above, evidence of payment
and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring
during such month;


 






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(b)         as
soon as available, but no later than one hundred fifty (150) days after the last day of Borrower’s fiscal year, audited consolidated
(and upon Agent’s reasonable request consolidating) financial statements prepared under GAAP, consistently applied, together
with an unqualified opinion (other than a going concern qualification based solely on a determination that any Borrower has less
than 12 months liquidity) on the financial statements from an independent certified public accounting firm acceptable to Agent
in its reasonable discretion;


 


(c)          in
the event that such Credit Party is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934,
within ten (10) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s
security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock
exchange on which any securities of any Borrower are traded and/or the SEC;


 


(d)         [reserved];


 


(e)          prompt
written notice of an event that materially and adversely affects the value of any Material Intangible Assets;


 


(f)          within
sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for
the current year and on an annual basis for the subsequent year;


 


(g)         promptly
(but in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating
plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral
as Agent may from time to time reasonably request;


 


(h)         together
with each delivery of financial statements pursuant to clause (a) above, deliver to Agent, a duly completed Compliance Certificate
signed by a Responsible Officer setting forth calculations showing monthly cash and Cash Equivalents of (i) Borrowers, (ii) Borrowers
and their Consolidated Subsidiaries and (iii) the Restricted Foreign Subsidiaries, and compliance with the financial covenants
set forth in this Agreement;


 


(i)          written
notice to Agent promptly, but in any event within ten (10) Business Days of a Responsible Officer of a Borrower receiving
written notice or otherwise becoming aware that:


 


(i)            any
material Regulatory Required Permit has been revoked or withdrawn;


 


(ii)           any
Governmental Authority, including without limitation the FDA, has commenced against a Credit Party or a Subsidiary thereof, any
action to enjoin a Credit Party or a Subsidiary thereof from conducting their businesses at any facility owned or used by them
or for any material civil penalty, injunction, seizure or criminal action;


 






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(iii)          receipt
by a Borrower or any Subsidiary thereof from the FDA a warning letter, Form FDA-483, “Untitled Letter,” other
material correspondence or material notice setting forth alleged violations of laws and regulations enforced by the FDA, or any
comparable material correspondence from any state or local authority responsible for regulating drug or medical device products
and establishments, or any comparable material correspondence from any foreign counterpart of the FDA, or any comparable material
correspondence from any foreign counterpart of any state or local authority with regard to any material Product or the manufacture,
processing, packing, or holding thereof; or


 


(iv)         any
Borrower or any Subsidiary thereof engaging in any Recalls (other than discrete batches or lots that are not material in quantity
or amount and are not made in conjunction with a larger Recall of material Products) (each of the events set forth in clauses
(i)-(iv) a “Regulatory Reporting Event”);


 


(j)          promptly
after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply
with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including, without limitation, the USA PATRIOT Act; and


 


(k)         promptly,
but in any event within five (5) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence
of any event or change (including, without limitation, any notice of any violation of applicable Healthcare Laws) that has resulted
or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate
of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given
or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or
Subsidiary has taken, is taking or proposes to take with respect thereto.


 


Section 4.2          Payment
and Performance of Obligations. Each Borrower (a) will pay and discharge, and cause each Subsidiary to pay and discharge,
on a timely basis as and when due, all of their respective obligations and liabilities, except for such obligations and/or liabilities
(i) that may be the subject of a Permitted Contest, and (ii) the nonpayment or nondischarge of which could not reasonably
be expected to have a Material Adverse Effect or result in a Lien against any Collateral, except for Permitted Liens, (b) without
limiting anything contained in the foregoing clause (a), (i) pay all amounts due and owing in respect of all federal Taxes
(including without limitation, payroll and withholdings tax liabilities) and (ii) pay all material amounts due and owing in
respect of all foreign and state Taxes and other local Taxes (including without limitation, payroll and withholdings tax liabilities),
in each case, on a timely basis as and when due, and in any case prior to the date on which any fine, penalty, interest, late charge
or loss may be added thereto for nonpayment thereof, in each case, except for such Taxes that may be the subject of a Permitted
Contest; provided that for purposes of this Section 4.2(b)(ii) any tax assessment, deposit or contribution shall
be considered “material” if it exceeds Five Hundred Thousand Dollars ($500,000), (c) will maintain, and cause
each Subsidiary to maintain, in accordance with GAAP, appropriate reserves for the accrual of all of their respective obligations
and liabilities, and (d) will not breach or permit any Subsidiary to breach, or permit to exist any default under, the terms
of any lease, commitment, contract, instrument or obligation to which it is a party, or by which its properties or assets are bound,
except for such breaches or defaults which could not reasonably be expected to have a Material Adverse Effect.


 






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Section 4.3          Maintenance
of Existence. Each Borrower will preserve, renew and keep in full force and effect and in good standing, and will cause each
Subsidiary to preserve, renew and keep in full force and effect and in good standing, (a) their respective existence and (b) their
respective rights, privileges and franchises necessary or desirable in the normal conduct of business, unless, solely in the case
of this clause (b), a failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


Section 4.4          Maintenance
of Property; Insurance.


 


(a)         Each
Borrower will keep, and will cause each Subsidiary to keep, all property useful and necessary in its business in good working order
and condition, ordinary wear and tear excepted. If all or any part of the Collateral useful or necessary in its business becomes
damaged or destroyed, each Borrower will, and will cause each Subsidiary to, promptly and completely repair and/or restore the
affected Collateral in a good and workmanlike manner, regardless of whether Agent agrees to disburse insurance proceeds or other
sums to pay costs of the work of repair or reconstruction.


 


(b)         Upon
completion of any Permitted Contest, Borrowers shall, and will cause each Subsidiary to, promptly pay the amount due, if any, and
deliver to Agent proof of the completion of the contest and payment of the amount due, if any.


 


(c)         Each
Borrower will maintain (i) casualty insurance on all real and personal property on an all risks basis (including the perils
of flood, windstorm and quake), covering the repair and replacement cost of all such property and coverage, business interruption
and rent loss coverages with extended period of indemnity (for the period required by Agent from time to time) and indemnity for
extra expense, in each case without application of coinsurance and with agreed amount endorsements, (ii) general and professional
liability insurance (including products/completed operations liability coverage), and (iii) such other insurance coverage,
in each case against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar circumstances by such other Persons; provided,
however, that, in no event shall such insurance be in amounts or with coverage less than, or with carriers with qualifications
inferior to, any of the insurance or carriers in existence as of the Closing Date (or required to be in existence after the Closing
Date under a Financing Document). All such insurance shall be provided by insurers having an A.M. Best policyholders rating
reasonably acceptable to Agent.


 


(d)         On
or prior to the Closing Date, and at all times thereafter, each Borrower will cause Agent to be named as an additional insured,
assignee and lender loss payee (which shall include, as applicable, identification as mortgagee), as applicable, on each insurance
policy required to be maintained pursuant to this Section 4.4 pursuant to endorsements in form and substance reasonably acceptable
to Agent. Borrowers shall deliver to Agent and the Lenders (i) on the Closing Date, a certificate from Borrowers’ insurance
broker dated such date showing the amount of coverage as of such date, and that such policies will include effective waivers (whether
under the terms of any such policy or otherwise) by the insurer of all claims for insurance premiums against all loss payees and
additional insureds and all rights of subrogation against all loss payees and additional insureds, and that if all or any part
of such policy is canceled, terminated or expires, the insurer will forthwith give notice thereof to each additional insured, assignee
and loss payee and that no cancellation, material reduction in amount or material change in coverage thereof shall be effective
until at least thirty (30) days (or ten (10) days for nonpayment of premium) after receipt by each additional insured, assignee
and loss payee of written notice thereof, (ii) on an annual basis, and upon the request of any Lender through Agent from time
to time full information as to the insurance carried, (iii) within five (5) days of receipt of notice from any insurer,
a copy of any notice of cancellation, nonrenewal or material change in coverage from that existing on the date of this Agreement,
(iv) forthwith, notice of any cancellation or nonrenewal of coverage by any Borrower, and (v) at least thirty (30) days
prior to expiration of any policy of insurance, evidence of renewal of such insurance upon the terms and conditions herein required.


 






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(e)         In
the event any Borrower fails to provide Agent with evidence of the insurance coverage required by this Agreement, Agent may purchase
insurance at Borrowers’ expense to protect Agent’s interests in the Collateral. This insurance may, but need not, protect
such Borrower’s interests. The coverage purchased by Agent may not pay any claim made by such Borrower or any claim that
is made against such Borrower in connection with the Collateral. Such Borrower may later cancel any insurance purchased by Agent,
but only after providing Agent with evidence that such Borrower has obtained insurance as required by this Agreement. If Agent
purchases insurance for the Collateral, Borrowers will be responsible for the costs of that insurance to the fullest extent provided
by law, including interest and other charges imposed by Agent in connection with the placement of the insurance, until the effective
date of the cancellation or expiration of the insurance. The costs of the insurance may be added to the Obligations. The costs
of the insurance may be more than the cost of insurance such Borrower is able to obtain on its own.


 


Section 4.5          Compliance
with Laws and Material Contracts. Each Borrower will comply, and cause each Subsidiary to comply, with the requirements of
all applicable Laws and Material Contracts, except to the extent that failure to so comply could not reasonably be expected to
(a) have a Material Adverse Effect, or (b) result in any Lien upon a material portion of the assets of any such Person
in favor of any Governmental Authority (other than any Permitted Lien).


 


Section 4.6          Inspection
of Property, Books and Records. Each Borrower will keep, and will cause each Subsidiary to keep, proper books of record substantially
in accordance with GAAP in which full, true and correct entries shall be made of all dealings and transactions in relation to
its business and activities; and will permit, and will cause each Subsidiary to permit, during normal business hours at the sole
cost of the applicable Borrower or any applicable Subsidiary, representatives of Agent to visit and inspect any of their respective
properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit
and analysis of their respective operations and the Collateral, to evaluate and make physical verifications and appraisals of
the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, to verify the amount and
age of the Accounts, the identity and credit of the respective Account Debtors, to review the billing practices of Borrowers and
to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants
as often as may reasonably be desired. In the absence of a Default or an Event of Default which is continuing (i) such inspections
and audits shall be conducted no more often than two (2) times every twelve (12) months, and (ii) Agent exercising any
rights pursuant to this Section 4.6 shall give the applicable Borrower or any applicable Subsidiary commercially reasonable
prior notice of such exercise. No notice shall be required during the existence and during the continuance of any Default or any
time during which Agent reasonably believes a Default exists.


 






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Section 4.7          Use
of Proceeds. Borrowers shall use the proceeds of the Term Loan solely for (a) transaction fees incurred in connection
with the Financing Documents and the payment in full on the Closing Date of certain existing Debt and (b) for working capital
needs and for operating expenditures and capital expenditures of Borrowers and their Subsidiaries. No portion of the proceeds
of the Loans will be used for family, personal, agricultural or household use.


 


Section 4.8          Reserved.


 


Section 4.9          Notices
of Material Contracts, Litigation and Defaults.


 


(a)         (i) Borrowers
shall promptly (but in any event within five (5) Business Days) provide written notice to Agent after any Borrower or Subsidiary
receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Borrower
shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice
to Agent after any Borrower or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification
to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent
a copy thereof.


 


(b)         Borrowers
shall promptly (but in any event within five (5) Business Days) provide written notice to Agent (i) of any litigation
or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which, if adversely determined,
would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in
any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Responsible Officer
becoming aware of the existence of any Default or Event of Default, (iii) of any strikes or other labor disputes pending or,
to any Borrower’s knowledge, threatened against any Credit Party, in each case that would reasonably be expected to result
in a Material Adverse Effect, (iv) if there is any infringement or claim of infringement by any other Person with respect
to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, and
(v) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of more than
Seven Hundred Fifty Thousand Dollars ($750,000). Borrowers represent and warrant that Schedule 4.9 sets forth a complete
list of all material matters existing as of the Closing Date for which notice could be required under this Section 4.9.


 


(c)         Borrower
shall, and shall cause each Credit Party, to provide such further information (including copies of such documentation) as Agent
or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above
and any notice given in respect of a Regulatory Reporting Event. From the date hereof and continuing through the termination of
this Agreement, Borrower shall, and shall cause each Credit Party to, make available to Agent, without expense to Agent, each Credit
Party’s officers, employees and agents and books, to the extent that Agent may deem them reasonably necessary to prosecute
or defend any third-party suit or proceeding instituted by or against Agent with respect to any Collateral or relating to a Credit
Party.


 






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Section 4.10        Hazardous
Materials; Remediation.


 


(a)         If
any release or disposal of Hazardous Materials that could reasonably be expected to result in a Material Adverse Effect shall occur
or shall have occurred on any real property or any other assets of any Borrower or any other Credit Party, such Borrower will cause,
or direct the applicable Credit Party to cause, the prompt containment and removal of such Hazardous Materials and the remediation
of such real property or other assets as is necessary to comply with all applicable Environmental Laws and Healthcare Laws and
to preserve the value of such real property or other assets. Without limiting the generality of the foregoing, each Borrower shall,
and shall cause each other Credit Party to, comply with each applicable Environmental Law and Healthcare Law requiring the performance
at any real property by any Borrower or any other Credit Party of activities in response to the release or threatened release of
a Hazardous Material.


 


(b)         Borrowers
will provide Agent within thirty (30) days after written demand therefor with a bond, letter of credit or similar financial assurance
evidencing to the reasonable satisfaction of Agent that sufficient funds are available to pay the cost of removing, treating and
disposing of any Hazardous Materials or Hazardous Materials Contamination and discharging any assessment which may be established
on any property as a result thereof, such demand to be made, if at all, upon Agent’s reasonable business determination that
the failure to remove, treat or dispose of any Hazardous Materials or Hazardous Materials Contamination, or the failure to discharge
any such assessment could reasonably be expected to have a Material Adverse Effect.


 


Section 4.11        Further
Assurances.


 


(a)         Each
Borrower will, and will cause each Subsidiary to, at its own cost and expense, promptly and duly take, execute, acknowledge and
deliver all such further acts, documents and assurances as may from time to time be necessary or as Agent or the Required Lenders
may from time to time reasonably request in order to carry out the intent and purposes of the Financing Documents and the transactions
contemplated thereby, including all such actions to (i) establish, create, preserve, protect and perfect a first priority
Lien (subject only to Permitted Liens) in favor of Agent for itself and for the benefit of the Lenders on the Collateral (including
Collateral acquired after the date hereof), and (ii) unless Agent shall agree otherwise in writing, cause all Subsidiaries
of Borrowers (other than Restricted Foreign Subsidiaries) to be jointly and severally obligated with the other Borrowers under
all covenants and obligations under this Agreement, including the obligation to repay the Obligations.


 


(b)         Upon
receipt of an affidavit of an authorized representative of Agent or a Lender as to the loss, theft, destruction or mutilation of
any Note or any other Financing Document which is not of public record, and, in the case of any such mutilation, upon surrender
and cancellation of such Note or other applicable Financing Document, Borrowers will issue, in lieu thereof, a replacement Note
or other applicable Financing Document, dated the date of such lost, stolen, destroyed or mutilated Note or other Financing Document
in the same principal amount thereof and otherwise of like tenor.


 






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(c)         Borrower
shall provide Agent with at least fifteen (15) days (or such shorter period as Agent may accept in its sole discretion) prior written
notice of the creation (or to the extent permitted under this Agreement, acquisition) of a new Subsidiary. Upon the formation (or
to the extent permitted under this Agreement, acquisition) of a new Subsidiary, Borrowers shall (i) pledge, have pledged or
cause or have caused to be pledged to Agent pursuant to a pledge agreement in form and substance satisfactory to Agent, all of
the outstanding shares of Equity Interests or other Equity Interests of such new Subsidiary (other than any Equity Interests constituting
Excluded Property) owned directly or indirectly by any Borrower, along with undated stock or equivalent powers for such certificates,
executed in blank; (ii) unless Agent shall agree otherwise in writing, cause the new Subsidiary (other than a Restricted Foreign
Subsidiary) to take such other actions (including entering into or joining any Security Documents) as are necessary or advisable
in the reasonable opinion of Agent in order to grant Agent, acting on behalf of the Lenders, a first priority Lien (subject to
Permitted Liens which have priority by operation of Law) on all real and personal property (other than Excluded Property) of such
Subsidiary in existence as of such date and in all after acquired property, which first priority Liens are required to be granted
pursuant to this Agreement; (iii) unless Agent shall agree otherwise in writing, cause such new Subsidiary (other than a Restricted
Foreign Subsidiary) to either (at the election of Agent) become a Borrower hereunder with joint and several liability for all obligations
of Borrowers hereunder and under the other Financing Documents pursuant to a joinder agreement or other similar agreement in form
and substance satisfactory to Agent or to become a Guarantor of the obligations of Borrowers hereunder and under the other Financing
Documents pursuant to a guaranty and suretyship agreement in form and substance satisfactory to Agent; and (iv) cause the
new Subsidiary (other than a Restricted Foreign Subsidiary) to deliver certified copies of such Subsidiary’s certificate
or articles of incorporation, together with good standing certificates, by-laws (or other operating agreement or governing documents),
resolutions of the Board of Directors or other governing body, approving and authorize the execution and delivery of the Security
Documents, incumbency certificates and to execute and/or deliver such other documents and legal opinions or to take such other
actions as may be requested by Agent, in each case, in form and substance satisfactory to Agent (the requirements set forth in
clauses (i)-(iv), collectively, the “Joinder Requirements”).


 


(d)         Notwithstanding
anything contained herein or in any other Financing Document to the contrary, in no event shall any foreign law governed security
or other foreign law governed loan documents be delivered in connection with the Equity Interests issued by Akoya Biosciences UK
Ltd.


 


Section 4.12        Reserved.


 


Section 4.13        Power
of Attorney. Each of the authorized representatives of Agent is hereby irrevocably made, constituted and appointed the true
and lawful attorney for Borrowers (without requiring any of them to act as such) with full power of substitution, exercisable only
upon the occurrence and during the continuance of an Event of Default, to do the following: (a) endorse the name of Borrowers
upon any and all checks, drafts, money orders, and other instruments for the payment of money that are payable to Borrowers and
constitute collections on Borrowers’ Accounts; (b) so long as Agent has provided not less than three (3) Business
Days’ prior written notice to Borrower to perform the same and Borrower has failed to take such action, execute in the name
of Borrowers any schedules, assignments, instruments, documents, and statements that Borrowers are obligated to give Agent under
this Agreement; (c) take any action Borrowers are required to take under this Agreement; (d) so long as Agent has provided
not less than three (3) Business Days’ prior written notice to Borrower to perform the same and Borrower has failed
to take such action, do such other and further acts and deeds in the name of Borrowers that Agent may deem necessary or desirable
to enforce any Account or other Collateral or perfect Agent’s security interest or Lien in any Collateral; and (e) do
such other and further acts and deeds in the name of Borrowers that Agent may deem necessary or desirable to enforce its rights
with regard to any Account or other Collateral. This power of attorney shall be irrevocable and coupled with an interest.


 






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Section 4.14        Reserved.


 


Section 4.15        Reserved.


 


Section 4.16        Intellectual
Property and Licensing.


 


(a)         Together
with each Compliance Certificate required to be delivered pursuant to Section 4.1 with respect to the last month of a fiscal
quarter to the extent (i) Borrower acquires and/or develops any new Registered Intellectual Property, (ii) Borrower enters
into or becomes bound by any additional material in-bound license or sublicense agreement, any additional exclusive out-bound license
or sublicense agreement or other material agreement with respect to rights in Intellectual Property (other than over-the-counter
software, software that is commercially available to the public and open source licenses), or (iii) there occurs any other
material change in Borrower’s Registered Intellectual Property, material in-bound licenses or sublicenses or exclusive out-bound
licenses or sublicenses from that listed on Schedule 3.19 together with such Compliance Certificate, deliver to Agent an
updated Schedule 3.19 reflecting such updated information. With respect to any updates to Schedule 3.19 involving
exclusive out-bound licenses or sublicenses, such licenses shall be consistent with the definitions of and limitations herein pertaining
to Permitted Licenses.


 


(b)         If
Borrower obtains any Registered Intellectual Property (other than copyrights, mask works and related applications, which are addressed
below), Borrower shall promptly (and in any event within fifteen (15) days of obtaining same) notify Agent and execute such documents
and provide such other information (including, without limitation, copies of applications) and take such other actions as Agent
shall request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor
of Agent, for the ratable benefit of Lenders, in such Registered Intellectual Property.


 


(c)         Borrower
shall take such commercially reasonable steps as Agent reasonably requests to obtain the consent of, or waiver by, any person whose
consent or waiver is necessary for (x) all material licenses or material agreements to be deemed “Collateral”
and for Agent to have a security interest in it that might otherwise be restricted or prohibited by Law or by the terms of any
such material license or agreement, whether now existing or entered into in the future, and (y) Agent to have the ability
in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies
under this Agreement and the other Financing Documents.


 


(d)         Borrower
shall own, or be licensed to use or otherwise have the right to use, all Material Intangible Assets subject to Permitted Liens.
Borrower shall cause all Registered Intellectual Property to be duly and properly registered, filed or issued in the appropriate
office and jurisdictions for such registrations, filings or issuances, except where the failure to do so would not reasonably be
expected to result in a Material Adverse Effect. Borrower shall at all times conduct its business without material infringement
or material claim of infringement of any valid Intellectual Property rights of others. Borrower shall (i) protect, defend
and maintain the validity and enforceability of its Material Intangible Assets (ii) promptly advise Agent in writing of material
infringements of its Material Intangible Assets, or of a material claim of infringement by Borrower on the Intellectual Property
rights of others; and (iii) not allow any of Borrower’s Material Intangible Assets to be abandoned, invalidated, forfeited
or dedicated to the public or to become unenforceable. Borrower shall not become a party to, nor become bound by, any material
license or other agreement with respect to which Borrower is the licensee (other than in-bound licenses of over-the-counter software
and other software that is commercially available to the public, and open source licenses) that prohibits or otherwise restricts
Borrower from granting a security interest in Borrower’s interest in such license or agreement or other property.


 






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Section 4.17        Regulatory
Covenants


 


(a)         Borrowers
shall have, and shall ensure that it and each of its Subsidiaries has, each necessary Permit and other material rights from, and
have made all necessary declarations and filings with, all applicable Governmental Authorities, all self-regulatory authorities
and all courts and other tribunals necessary to engage in all material respects in the ownership, management and operation of the
business or the assets of any Borrower and Borrowers shall take such reasonable actions to ensure that no Governmental Authority
has taken action to limit, suspend or revoke any such Permit. Borrowers shall ensure that all such necessary Permits are valid
and in full force and effect and Borrowers are in material compliance with the terms and conditions of all such Permits.


 


(b)         [Reserved].


 


(c)         In
connection with the development, testing, manufacture, marketing or sale of each and any material Product by any Borrower, each
Borrower shall have obtained and comply in all material respects with all material Regulatory Required Permits at all times issued
or required to be issued by any Governmental Authority, specifically including the FDA, with respect to such development, testing,
manufacture, marketing or sales of such Product by such Borrower as such activities are at any such time being conducted by such
Borrower.


 


(d)         Borrowers
will timely file or caused to be timely filed (after giving effect to any extension duly obtained), all material notifications,
reports, submissions, material Permit renewals and reports required by applicable Healthcare Laws (which reports will be materially
accurate and complete in all material respects and not misleading in any material respect).


 






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Article 5
- NEGATIVE COVENANTS


 


Each Borrower agrees
that:


 


Section 5.1           Debt;
Contingent Obligations.


 


(a)          No
Borrower will, or will permit any Subsidiary to, directly or indirectly, create, incur, assume, guarantee or otherwise become or
remain directly or indirectly liable with respect to, any Debt, except for Permitted Debt.


 


(b)          No
Borrower will, or will permit any Subsidiary to, directly or indirectly, create, assume, incur or suffer to exist any Contingent
Obligations, except for Permitted Contingent Obligations.


 


(c)          No
Borrower will, or will permit any Subsidiary to, directly or indirectly, purchase, redeem, defease or prepay any principal of,
premium, if any, interest or other amount payable in respect of any Debt prior to its scheduled maturity (except (i) with
respect to the Debt permitted under this Agreement, (ii) for Capital Lease obligations and (iii) for Subordinated Debt
solely to the extent permitted by Section 5.5).


 


Section 5.2           Liens.
No Borrower will, or will permit any Subsidiary to, directly or indirectly, create, assume or suffer to exist any Lien on any
asset now owned or hereafter acquired by it, except for Permitted Liens.


 


Section 5.3           Distributions.
No Borrower will, or will permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apart any sum for
any Distribution, except for Permitted Distributions.


 


Section 5.4           Restrictive
Agreements. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) enter into or assume any agreement
(other than the Financing Documents, and any agreements for purchase money debt and capital leases permitted under clause (c) of
the definition of Permitted Debt) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now
owned or hereafter acquired, or (b) create or otherwise cause or suffer to exist or become effective any consensual encumbrance
or restriction of any kind (except as provided by the Financing Documents) on the ability of any Subsidiary to: (i) pay or
make Distributions to any Borrower or any Subsidiary; (ii) pay any Debt owed to any Borrower or any Subsidiary; (iii) make
loans or advances to any Borrower or any Subsidiary; or (iv) transfer any of its property or assets to any Borrower or any
Subsidiary, in each case under this Section 5.4 other than reasonable and customary anti-assignment provisions contained in
licenses, contracts and other agreements so long as such anti-assignment provisions do not cause such licenses, contracts or other
agreements to constitute Excluded Property.


 


Section 5.5           Payments
and Modifications of Subordinated Debt. No Borrower will, or will permit any Subsidiary to, directly or indirectly:


 


(a)          declare,
pay, make or set aside any amount for payment in respect of Subordinated Debt, except for payments made in full compliance with
and expressly permitted under the Subordination Agreement;


 






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(b)          amend
or otherwise modify the terms of any Subordinated Debt, except for amendments or modifications made in full compliance with the
Subordination Agreement;


 


(c)          declare,
pay, make or set aside any amount for payment in respect of any Debt hereinafter incurred that, by its terms, or by separate agreement,
is subordinated to the Obligations, except for payments made in full compliance with and expressly permitted under the subordination
provisions applicable thereto; or


 


(d)          amend
or otherwise modify the terms of any such Debt if the effect of such amendment or modification is to (i) increase the interest
rate or fees on, or change the manner or timing of payment of, such Debt, (ii) accelerate or shorten the dates upon which
payments of principal or interest are due on, or the principal amount of, such Debt, (iii) change in a manner adverse to any
Credit Party or Agent any event of default or add or make more restrictive any covenant with respect to such Debt, (iv) change
the prepayment or redemption provisions of such Debt or any of the defined terms related thereto,(v) change the subordination
provisions thereof (or the subordination terms of any guaranty thereof), or (vi) change or amend any other term if such change
or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such
Debt in a manner adverse to Borrowers, any Subsidiaries, Agent or Lenders.


 


Section 5.6           Consolidations,
Mergers and Sales of Assets;. No Borrower will, or will permit any Subsidiary to, directly or indirectly:


 


(a)           consolidate
or merge or amalgamate with or into any other Person other than (i) consolidations or mergers among Borrowers so long as (x) in
any consolidation or merger involving Akoya Biosciences, Inc., Akoya Biosciences, Inc. is the surviving entity and (y) in
any consolidation or merger involving a Borrower, a Borrower is the surviving entity, (ii) consolidations or mergers among
a Guarantor and a Borrower so long as the Borrower is the surviving entity, (iii) consolidations or mergers among Guarantors,
and (iv) consolidations or mergers among Subsidiaries that are not Credit Parties; or


 


(b)          make
or consummate any Asset Dispositions other than Permitted Asset Dispositions.


 


Section 5.7           Purchase
of Assets, Investments. No Borrower will, or will permit any Subsidiary to, directly or indirectly:


 


(a)           acquire,
make, own, hold or otherwise consummate any Investment (including for the avoidance of doubt, any Acquisition) other than Permitted
Investments or enter into any agreement to acquire, make, own or hold any Investment other than Permitted Investments,


 


(b)          without
limiting clause (a) above, acquire any other assets other than Permitted Investments or otherwise (i) in the Ordinary
Course of Business, (ii) constituting capital expenditures, (iii) constituting replacement assets purchased with proceeds
of property insurance policies, awards or other compensation with respect to any eminent domain, condemnation or similar proceeding
and for which the requirements set forth in this Agreement have been satisfied and (iv) any acquisition by a Credit Party
of assets of any other Credit Party to the extent not otherwise prohibited by Article 5 of this Agreement;


 






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(c)          engage
or enter into any agreement to engage in any joint venture or partnership with any other Person except for Investments made pursuant
to clause (l) of the definition of Permitted Investments.


 


(d)          Without
limiting the foregoing, no Borrower shall, nor will any Borrower permit any Subsidiary to, purchase or carry Margin Stock.


 


Section 5.8           Transactions
with Affiliates. No Borrower will, or will permit any Subsidiary to, directly or indirectly, enter into or permit to exist
any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate
of any Borrower or any Subsidiary thereof, except for (a) transaction disclosed on Schedule 5.8 on the Closing Date,
(b) transactions that are in the Ordinary Course of Business upon fair and reasonable terms, and, in each case, which contain
terms that are no less favorable to the applicable Borrower or any Subsidiary, as the case may be, than those which might be obtained
from a third party not an Affiliate of any Credit Party, (c) transactions among Credit Parties and Subsidiaries that are not
otherwise prohibited by this Agreement, (d) transactions constituting (i) issuances of Subordinated Debt to investors
and (ii) issuance of other equity securities, in each case, not otherwise in contravention of this Agreement; and (e) reasonable
and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health,
stock option and other benefit plans and indemnification arrangements approved by the relevant board of directors, board managers
or equivalent corporate body in the Ordinary Course of Business).


 


Section 5.9           Modification
of Organizational Documents. No Borrower will, or will permit any Subsidiary to, directly or indirectly, amend or otherwise
modify any Organizational Documents of such Person, except for Permitted Modifications.


 


Section 5.10         Modification
of Certain Agreements. No Borrower will, or will permit any Subsidiary to, directly or indirectly, amend or otherwise modify
any Material Contract, which amendment or modification in any case: (i) is contrary to the terms of this Agreement or any
other Financing Document; (ii) would reasonably be expected to be adverse to the rights, interests or privileges of Agent
or the Lenders or their ability to enforce the same; (iii) results in the imposition or expansion in any material respect
of any obligation of or restriction or burden on any Credit Party or any Subsidiary; or (iv) reduces in any material respect
any rights or benefits of any Credit Party or any Subsidiaries (it being understood and agreed that any such determination shall
be in the discretion of Agent).


 


Section 5.11         Conduct
of Business. No Borrower will, or will permit any Subsidiary to, directly or indirectly, engage in any line of business other
than those businesses engaged in on the Closing Date and businesses reasonably related or incidental thereto. No Borrower will,
or will permit any Subsidiary to, other than in the Ordinary Course of Business, change its normal billing payment and reimbursement
policies and procedures with respect to its Accounts (including, without limitation, the amount and timing of finance charges,
fees and write-offs).


 






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Section 5.12         Reserved.


 


Section 5.13         Limitation
on Sale and Leaseback Transactions. No Borrower will, or will permit any Subsidiary to, directly or indirectly, enter into
any arrangement with any Person whereby, in a substantially contemporaneous transaction, any Borrower or any Subsidiaries sells
or transfers all or substantially all of its right, title and interest in an asset and, in connection therewith, acquires or leases
back the right to use such asset.


 


Section 5.14         Deposit
Accounts and Securities Accounts; Payroll and Benefits Accounts.


 


(a)          No
Borrower will, or will permit any Credit Party to, directly or indirectly, establish any new Deposit Account or Securities Account
unless such Borrower or such other Credit Party and the bank, financial institution or securities intermediary at which the account
is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently
with the establishment of such Deposit Account or Securities Account.


 


(b)          Borrowers
represent and warrant that Schedule 5.14 (as updated by the Compliance Certificates delivered to Agent from time to time
after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Borrower as of the Closing Date and as
of the date on which each Compliance Certificate is delivered. The provisions of this Section requiring Deposit Account Control
Agreements shall not apply to (i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and
benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as such; provided,
however, that the aggregate balance in such accounts does not exceed the amount necessary to make the two immediately succeeding
payroll, payroll tax or benefit payments (or such minimum amount as may be required by any requirement of Law with respect to such
accounts), (ii) escrow accounts and trust accounts, in each case entered into in the Ordinary Course of Business and consistent
with prudent business practice conduct where the applicable Credit Party holds the funds exclusively for the benefit of one or
more unaffiliated third parties in an aggregate amount not to exceed $500,000 with respect to all such escrow accounts and trust
accounts, (iii) Deposit Accounts or Securities constituting Credit Card Cash Collateral Accounts or L/C Cash Collateral Accounts,
and (iv) Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clause (q) of the definition
Permitted Liens (the accounts referenced in clauses (i)-(iv), the “Excluded Accounts”).


 


(c)          If,
as of the close of business on any day, Borrowers have Borrower Unrestricted Cash in an amount less than $10,000,000 (a “Payroll
Account Trigger Event”), then Borrowers shall promptly (but in any event within 15 days of the occurrence of the Payroll
Account Trigger Event) establish, and at all times thereafter maintain, one or more separate Deposit Accounts to hold any and all
amounts to be used for payroll, payroll taxes and other employee wage and benefit payments, and shall not commingle any monies
allocated for such purposes with funds in any other Deposit Account.


 






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Section 5.15         Compliance
with Anti-Terrorism Laws. Agent hereby notifies Borrowers that pursuant to the requirements of Anti-Terrorism Laws, and Agent’s
policies and practices, Agent is required to obtain, verify and record certain information and documentation that identifies Borrowers
and its principals, which information includes the name and address of each Borrower and its principals and such other information
that will allow Agent to identify such party in accordance with Anti-Terrorism Laws. No Borrower will, or will permit any Subsidiary
to, directly or indirectly, knowingly enter into any Material Contracts with any Blocked Person or any Person listed on the OFAC
Lists. Each Borrower shall immediately notify Agent if such Borrower has knowledge that any Borrower, any additional Credit Party
or any of their respective Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated
by this Agreement is or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is
indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering.
No Borrower will, or will permit any Subsidiary to, directly or indirectly, (i) conduct any business or engage in any transaction
or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods
or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction relating to,
any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other
Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose
of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism
Law.


 


Section 5.16         Change
in Accounting. No Borrower shall, and no Borrower shall suffer or permit any of its Subsidiaries to, (a) make any significant
change in accounting treatment or reporting practices, except as required by GAAP or (b) change the fiscal year or method
for determining fiscal quarters of any Credit Party or of any consolidated Subsidiary of any Credit Party.


 


Section 5.17         Investment
Company Act. No Borrower shall, nor shall it permit any Subsidiary to, directly or indirectly, engage in any business, enter
into any transaction, use any securities or take any other action or permit any of its Subsidiaries to do any of the foregoing,
that would cause it or any of its Subsidiaries to become subject to the registration requirements of the Investment Company Act,
by virtue of being an “investment company” or a company “controlled” by an “investment company”
not entitled to an exemption within the meaning of the Investment Company Act.


 


Section 5.18         Restricted
Foreign Subsidiaries.


 


(a)          Borrower
shall not permit, at any time, the aggregate amount of cash and Cash Equivalents held by all Restricted Foreign Subsidiaries to
exceed $500,000 (or the equivalent thereof in any foreign currency), in the aggregate.


 


(b)          No
Restricted Foreign Subsidiary shall own, or have an exclusive license in respect of, any Material Intangible Assets (including
any source code).


 


(c)          No
Credit Party shall transfer any asset (including any Intellectual Property) to or make any Investment in any Restricted Foreign
Subsidiary other than Investments of cash and Cash Equivalents permitted to be made pursuant to clause (j) of the definition
of “Permitted Investment”.


 






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(d)          No
Borrower will, or will permit any Subsidiary, to commingle any of its assets (including any bank accounts, cash or Cash Equivalents)
with the assets of any Person other than a Credit Party.


 


(e)          Following
the occurrence and continuation of an Event of Default, Borrower shall promptly upon Agent’s request (but in any event within
five (5) Business Days thereof) cause each Restricted Foreign Subsidiary to declare and pay to Borrower the maximum amount
of dividends and other distributions in respect of its capital stock or other equity interest legally permitted to be paid by each
such Restricted Foreign Subsidiary; provided that such Restricted Foreign Subsidiary shall be able to retain for working
capital purposes such amounts used by such Restricted Foreign Subsidiaries in the Ordinary Course of Business and as are reasonably
necessary for its current operations based on its current projections, as provided to Agent pursuant to Section 4.1.


 


Article 6
- FINANCIAL COVENANTS


 


Section 6.1           Minimum
Net Revenue. Borrowers shall not permit its consolidated Net Revenue for any applicable Defined Period, as tested monthly on
the last day of the applicable Defined Period, to be less than the Minimum Net Revenue Threshold for such Defined Period.


 


Section 6.2           Evidence
of Compliance. Borrowers shall furnish to Agent, as required by Section 4.1, a Compliance Certificate as evidence of (a) the
monthly cash and Cash Equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, (b) Borrowers’ compliance
with the covenants in this Article, and (c) that no Event of Default specified in this Article has occurred. The Compliance
Certificate shall include, without limitation, (x) a statement and report, in form and substance reasonably satisfactory to
Agent, detailing Borrowers’ calculations, and (y) if requested by Agent, backup documentation (including, without limitation,
bank statements, invoices, receipts and other evidence of costs incurred during such quarter as Agent shall reasonably require)
evidencing the propriety of the calculations.


 


Article 7
- CONDITIONS


 


Section 7.1           Conditions
to Closing. The obligation of each Lender to make the initial Loans on the Closing Date shall be subject to the receipt by
Agent of each agreement, document and instrument set forth on the closing checklist attached hereto as Exhibit F, each
in form and substance satisfactory to Agent, and such other closing deliverables reasonably requested by Agent and Lenders, and
to the satisfaction of the following conditions precedent, each to the satisfaction of Agent and Lenders in their reasonable discretion:


 


(a)          the
payment of all fees, expenses and other amounts due and payable under each Financing Document; and


 


(b)          since
December 31, 2019, the absence of any material adverse change in any aspect of the business, operations, properties, or condition
(financial or otherwise) of any Credit Party, or any event or condition which would reasonably be expected to result in such a
material adverse change.


 






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Each Lender, by delivering
its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each
Financing Document and each other document, agreement and/or instrument required to be approved by Agent, Required Lenders or Lenders,
as applicable, on the Closing Date.


 


Section 7.2           Conditions
to Each Loan. The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans),
is subject to the satisfaction of the following additional conditions:


 


(a)          receipt
by Agent of a Notice of Borrowing in accordance with Section 2.1(a)(i);


 


(b)          the
fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be continuing;


 


(c)          for
Loans made on the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing
Documents shall be true, correct and complete on and as of the Closing Date, except to the extent that any such representation
or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier
date;


 


(d)          for
Loans made after the Closing Date, the fact that the representations and warranties of each Credit Party contained in the Financing
Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing or issuance, except
to the extent that any such representation or warranty relates to a specific earlier date in which case such representation or
warranty shall be true and correct in all material respects as of such specific earlier date; provided, however,
in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified
or modified by materiality in the text thereof;


 


(e)          with
respect to Term Loan Tranche 2 Loans, the Term Loan Tranche 2 Activation Date has occurred;


 


(f)           with
respect to Term Loan Tranche 2 Loans, the most recent Compliance Certificate delivered (or required to be delivered) by Borrower
pursuant to Section 4.1(i) prior to the proposed funding date for Term Loan Tranche 2 Loans demonstrates to Agent’s
and each Lender’s satisfaction that Borrower is in compliance with the financial covenant set forth in Section 6.1 as
of the most recently ended Defined Period; and


 


(g)          the
fact that no adverse change in the condition (financial or otherwise), properties, business, or operations of Borrowers or any
other Credit Party shall have occurred and be continuing with respect to Borrowers or any Credit Party since the date of this Agreement.


 


Each giving of a Notice
of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder shall be deemed to be (y) a
representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section,
and (z) a restatement by each Borrower that each and every one of the representations made by it in any of the Financing Documents
is true and correct as of such date (except to the extent that such representations and warranties expressly relate solely to an
earlier date).


 






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Section 7.3           Searches.
Before the Closing Date, and thereafter (as and when determined by Agent in its discretion), Agent shall have the right to perform,
all at Borrowers’ expense, the searches described in clauses (a), (b), and (c) below against Borrowers and any other
Credit Party, the results of which are to be consistent with Borrowers’ representations and warranties under this Agreement
and the satisfactory results of which shall be a condition precedent to all advances of Loan proceeds: (a) UCC searches with
the Secretary of State of the jurisdiction in which the applicable Person is organized; (b) judgment, pending litigation,
federal tax lien, personal property tax lien, and corporate and partnership tax lien searches, in each jurisdiction searched under
clause (a) above; and (c) searches of applicable corporate, limited liability company, partnership and related records
to confirm the continued existence, organization and good standing of the applicable Person and the exact legal name under which
such Person is organized. Notwithstanding anything to the contrary herein, after the Closing Date, Borrowers shall not be liable
for the expenses associated with such searches conducted more than once during each twelve month period unless an Event of Default
has occurred and is continuing.


 


Section 7.4           Post-Closing
Requirements. Unless Agent shall otherwise consent, Borrowers shall complete each of the post-closing obligations and/or provide
to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the
date set forth for each such item thereon, each of which shall be completed or provided in form and substance reasonably satisfactory
to Agent.


 


Article 8
-  [RESERVED]


 


Article 9
- SECURITY AGREEMENT


 


Section 9.1           Generally.
As security for the payment and performance of the Obligations, and without limiting any other grant of a Lien and security interest
in any Security Document, each Borrower hereby assigns, grants and pledges to Agent, for the benefit of itself and Lenders a continuing
first priority Lien on and security interest in, upon, and to the property set forth on Schedule 9.1 attached hereto and
made a part hereof.


 


Section 9.2           Representations
and Warranties and Covenants Relating to Collateral.


 


(a)          The
security interest granted pursuant to this Agreement constitutes a valid and, to the extent such security interest is required
to be perfected by this Agreement and any other Financing Document, continuing perfected security interest in favor of Agent in
all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all Collateral
in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and
other actions specified on Schedule 9.2(b) (which, in the case of all filings and other documents referred to on such
schedule, have been delivered to Agent in completed and duly authorized form), (ii) with respect to any Deposit Account, the
execution of Deposit Account Control Agreements, (iii) in the case of letter-of-credit rights that are not supporting obligations
of Collateral, the execution of a contractual obligation granting control to Agent over such letter-of-credit rights, (iv) in
the case of electronic chattel paper, the completion of all steps necessary to grant control to Agent over such electronic chattel
paper, (v) in the case of all certificated stock, debt instruments and investment property, the delivery thereof to Agent
of such certificated stock, debt instruments and investment property consisting of instruments and certificates, in each case properly
endorsed for transfer to Agent or in blank, (vi) in the case of all investment property not in certificated form, the execution
of control agreements with respect to such investment property and (vii) in the case of all other instruments and tangible
chattel paper that are not certificated stock, debt instructions or investment property, the delivery thereof to Agent of such
instruments and tangible chattel paper. Such security interest shall be prior to all other Liens on the Collateral except for Permitted
Liens. Except to the extent not required pursuant to the terms of this Agreement, all actions by each Credit Party necessary or
desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.


 






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(b)          Schedule
9.2(b) (as updated by the Compliance Certificates delivered to Agent from time to time after the Closing Date) sets forth
(i) each chief executive office and principal place of business of each Borrower and each of their respective Subsidiaries,
and (ii) all of the addresses (including all warehouses) at which any of the Collateral is located and/or books and records
of Borrowers regarding any Collateral or any of Borrower’s assets, liabilities, business operations or financial condition
are kept, which such Schedule 9.2(b) indicates in each case which Borrower(s) have Collateral and/or books and
records located at such address, and, in the case of any such address not owned by one or more of the Borrowers(s), indicates the
nature of such location (e.g., leased business location operated by Borrower(s), third party warehouse, consignment location, processor
location, etc.) and the name and address of the third party owning and/or operating such location.


 


(c)          Without
limiting the generality of Section 3.2, except as indicated on Schedule 3.19 with respect to any rights of any Borrower
as a licensee under any license of Intellectual Property owned by another Person, and except for the filing of financing statements
under the UCC, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or consent
of any other Person is required for (i) the grant by each Borrower to Agent of the security interests and Liens in the Collateral
provided for under this Agreement and the other Security Documents (if any), or (ii) the granting of the security interest
or the exercise by Agent of its rights and remedies with respect to the Collateral provided for under this Agreement and the other
Security Documents or under any applicable Law, including the UCC and neither any such grant of Liens in favor of Agent or exercise
of rights by Agent shall violate or cause a default under any agreement between any Borrower and any other Person relating to any
such collateral, including any license to which a Borrower is a party, whether as licensor or licensee, with respect to any Intellectual
Property, whether owned by such Borrower or any other Person.


 


(d)          As
of the Closing Date, except as set forth on Schedule 9.2(d), no Borrower has any ownership interest in any Chattel Paper
(as defined in Article 9 of the UCC), letter of credit rights, commercial tort claims, Instruments, documents or investment
property evidencing an obligation in excess of Two Hundred Fifty Thousand Dollars ($200,000) individually or in excess of Five
Hundred Thousand Dollars ($500,000) in the aggregate for all such obligations (other than equity interests in any Subsidiaries
of such Borrower disclosed on Schedule 3.4), and Borrowers shall give notice to Agent promptly (but in any event not later
than the delivery by Borrowers of the next quarterly Compliance Certificate required pursuant to Section 4.1 above) upon the
acquisition by any Borrower of any such Chattel Paper, letter of credit rights, commercial tort claims, Instruments, documents,
investment property evidencing an obligation in excess of Two Hundred Fifty Thousand Dollars ($200,000) individually or in excess
of Five Hundred Thousand Dollars ($500,000) in the aggregate for all such obligations. No Person other than Agent or (if applicable)
any Lender has “control” (as defined in Article 9 of the UCC) over any Deposit Account, investment property (including
Securities Accounts and commodities account), letter of credit rights or electronic chattel paper in which any Borrower has any
interest (except for such control arising by operation of law in favor of any bank or securities intermediary or commodities intermediary
with whom any Deposit Account, Securities Account or commodities account of Borrowers is maintained).


 






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(e)          Borrowers
shall not, and shall not permit any Credit Party to, take any of the following actions or make any of the following changes unless
Borrowers have given at least thirty (30) days prior written notice to Agent of Borrowers’ intention to take any such action
(which such written notice shall include an updated version of any Schedule impacted by such change) and have executed any and
all documents, instruments and agreements and taken any other actions which Agent may request after receiving such written notice
in order to protect and preserve the Liens, rights and remedies of Agent with respect to the Collateral: (i) change the legal
name or organizational identification number of any Borrower as it appears in official filings in the jurisdiction of its organization,
(ii) change the jurisdiction of incorporation or formation of any Borrower or Credit Party or allow any Borrower or Credit
Party to designate any jurisdiction as an additional jurisdiction of incorporation for such Borrower or Credit Party, or change
the type of entity that it is; provided that in no event shall a Borrower organized under the laws of the United States
or any state thereof be reorganized under the laws of a jurisdiction other than the United States or any State thereof, or (iii) change
its chief executive office, principal place of business, or the location of its books and records or move any Collateral to or
place any Collateral on any location that is not then listed on the Schedules and/or establish any business location at any location
that is not then listed on the Schedules.


 


(f)           Borrowers
shall not adjust, settle or compromise the amount or payment of any Account, or release wholly or partly any Account Debtor, or
allow any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the Ordinary Course
of Business, made while no Default exists and in amounts which constitute less than $250,000 reduction per individual account and
are otherwise not material with respect to the Account taken as a whole) without the prior written consent of Agent. Without limiting
the generality of this Agreement or any other provisions of any of the Financing Documents relating to the rights of Agent after
the occurrence and during the continuance of an Event of Default, Agent shall have the right at any time after the occurrence and
during the continuance of an Event of Default to: (i) exercise the rights of Borrowers with respect to the obligation of any
Account Debtor to make payment or otherwise render performance to Borrowers and with respect to any property that secures the obligations
of any Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or
payment of such Accounts.


 






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(g)          Without
limiting the generality of Sections 9.2(c) and 9.2(e):


 


(i)             Borrowers
shall deliver to Agent all tangible Chattel Paper and all Instruments and documents evidencing an obligation in excess of Two Hundred
Fifty Thousand Dollars ($200,000) individually or in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate for all
such obligations owned by any Borrower and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments
of transfer or assignment, all in form and substance satisfactory to Agent. Borrowers shall provide Agent with “control”
(as defined in Article 9 of the UCC) of all electronic Chattel Paper evidencing an obligation in excess of Two Hundred Fifty
Thousand Dollars ($200,000) individually or in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate for all such
obligations owned by any Borrower and constituting part of the Collateral by having Agent identified as the assignee on the records
pertaining to the single authoritative copy thereof and otherwise complying with the applicable elements of control set forth in
the UCC. Borrowers also shall deliver to Agent all security agreements securing any such Chattel Paper and securing any such Instruments
(other than those with a value of less than One Hundred Thousand Dollars ($100,000) in the aggregate). Borrowers will mark conspicuously
all such Chattel Paper and all such Instruments and documents (other than those with a value of less than One Hundred Thousand
Dollars ($100,000) in the aggregate) with a legend, in form and substance satisfactory to Agent, indicating that such Chattel Paper
and such instruments and documents are subject to the security interests and Liens in favor of Agent created pursuant to this Agreement
and the Security Documents. Borrowers shall comply with all the provisions of Section 5.14 with respect to the Deposit Accounts
and Securities Accounts of Borrowers.


 


(ii)            Borrowers
shall deliver to Agent all letters of credit with a face amount in excess of Two Hundred Fifty Thousand Dollars ($200,000) individually
or in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate for all letters of credit on which any Borrower is the
beneficiary and which give rise to letter of credit rights owned by such Borrower which constitute part of the Collateral in each
case duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory
to Agent. Borrowers shall take any and all actions as may be necessary or desirable, or that Agent may request, from time to time,
to cause Agent to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit
rights in a manner acceptable to Agent.


 


(iii)           Borrowers
shall promptly advise Agent upon any Borrower becoming aware that it has any interests in any commercial tort claim that is for
at least, or could reasonably be expected to result in a payment in excess of, Two Hundred Fifty Thousand Dollars ($200,000) individually
or in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate for all commercial tort claims and that constitutes part
of the Collateral, which such notice shall include descriptions of the events and circumstances giving rise to such commercial
tort claim and the dates such events and circumstances occurred, the potential defendants with respect such commercial tort claim
and any court proceedings that have been instituted with respect to such commercial tort claims, and Borrowers shall, with respect
to any such commercial tort claim, execute and deliver to Agent such documents as Agent shall request to perfect, preserve or protect
the Liens, rights and remedies of Agent with respect to any such commercial tort claim.


 






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(iv)           Unless
Agent shall otherwise consent, Borrowers shall obtain a landlord’s agreement, mortgagee agreement, or bailee agreement, as
applicable, from the lessor of each leased property, the mortgagee of owned property or the warehouseman, consignee, bailee at
any business location, in each case, located in the United States and (a) which is a Borrower’s chief executive office
or (b) where any portion of the Collateral with a value in excess of $500,000, is located, in each case, which agreement or
letter shall be reasonably satisfactory in form and substance to Agent. Borrowers shall timely and fully pay and perform its obligations
under all leases and other agreements with respect to each of the locations specified in the preceding sentence. In no event shall
Borrower maintain tangible Collateral (other than Inventory with contract manufacturers and Inventory in transit in the Ordinary
Course of Business) with a value in excess of $500,000 outside of the United States without Agent’s prior consent.


 


(v)            Borrowers
shall cause all equipment and other tangible personal property other than Inventory to be maintained and preserved in the same
condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause to be made
all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Upon request
of Agent, Borrowers shall promptly deliver to Agent any and all certificates of title, applications for title or similar evidence
of ownership of all such tangible personal property and shall cause Agent to be named as lienholder on any such certificate of
title or other evidence of ownership. Borrowers shall not permit any such tangible personal property to become fixtures to real
estate unless such real estate is subject to a Lien in favor of Agent.


 


(vi)           Each
Borrower hereby authorizes Agent to file without the signature of such Borrower one or more UCC financing statements relating to
liens on personal property relating to all or any part of the Collateral, which financing statements may list Agent as the “secured
party” and such Borrower as the “debtor” and which describe and indicate the collateral covered thereby as all
or any part of the Collateral under the Financing Documents (including an indication of the collateral covered by any such financing
statement as “all assets” of such Borrower now owned or hereafter acquired), in such jurisdictions as Agent from time
to time determines are appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments
to any such financing statements, in any such case in order for Agent to perfect, preserve or protect the Liens, rights and remedies
of Agent with respect to the Collateral. Each Borrower also ratifies its authorization for Agent to have filed in any jurisdiction
any initial financing statements or amendments thereto if filed prior to the date hereof.


 


(vii)          As
of the Closing Date, no Borrower holds, and, after the Closing Date, Borrowers shall promptly notify Agent in writing upon creation
or acquisition by any Borrower of, any Collateral in excess of Five Hundred Thousand Dollars ($500,000) in the aggregate for all
such Collateral which constitutes a claim against any Governmental Authority, including, without limitation, the federal government
of the United States or any instrumentality or agency thereof, the assignment of which claim is restricted by any applicable Law,
including, without limitation, the federal Assignment of Claims Act and any other comparable Law. Upon the request of Agent, Borrowers
shall take such steps as may be necessary or desirable, or that Agent may request, to comply with any such applicable Law with
respect to Accounts evidencing obligations in excess of Five Hundred Thousand Dollars ($500,000) or more in the aggregate.


 






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(viii)         Borrowers
shall furnish to Agent from time to time any statements and schedules further identifying or describing the Collateral and any
other information, reports or evidence concerning the Collateral as Agent may reasonably request from time to time.


 


Article 10
- EVENTS OF DEFAULT


 


Section 10.1         Events
of Default. For purposes of the Financing Documents, the occurrence of any of the following conditions and/or events, whether
voluntary or involuntary, by operation of law or otherwise, shall constitute an “Event of Default”:


 


(a)          (i) any
Credit Party shall fail to pay when due any principal, interest, premium or fee under any Financing Document or any other amount
payable under any Financing Document and, with respect to any such payment other than principal or interest, such failure shall
continue for 3 Business Days after the date such amount was due, or (ii) there shall occur any default in the performance
of or compliance with any of the following sections or articles of this Agreement: Section 4.1, Section 4.2(b), Section 4.4(c),
Section 4.6, Section 4.9, Section 4.11, Section 4.15, Section 4.16, Section 4.17, Article 5,
Article 6 or Section 7.4;


 


(b)          any
Credit Party defaults in the performance of or compliance with any term contained in this Agreement or in any other Financing Document
(other than occurrences described in other provisions of this Section 10.1 for which a different grace or cure period is specified
or for which no grace or cure period is specified and thereby constitute immediate Events of Default) and such default is not remedied
by the Credit Party or waived by Agent within twenty (20) days after the earlier of (i) receipt by Borrower Representative
of notice from Agent or Required Lenders of such default, or (ii) actual knowledge of any Responsible Officer of the Borrower
or any other Credit Party of such default; provided, however, that if the default cannot by its nature be cured within
the twenty (20) day period or cannot after diligent attempts by Borrowers be cured within such twenty (20) day period, and such
default is likely to be cured within a reasonable time (not to exceed the end of the twenty (20) day additional period), then Borrowers
shall have an additional period (which period shall not in any case exceed twenty (20) days) to attempt to cure such default, and
within such additional twenty (20) day period the failure of Borrowers to cure the default shall not be deemed an Event of Default
(but no Loans shall be made during such period until such default is cured);


 


(c)          any
written representation, warranty, certification or statement made by any Credit Party or any other Person in any Financing Document
or in any certificate, financial statement or other document delivered pursuant to any Financing Document is incorrect in any respect
(or in any material respect if such representation, warranty, certification or statement is not by its terms already qualified
as to materiality) when made (or deemed made);


 






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(d)          (i) failure
of any Credit Party to pay when due or within any applicable grace period any principal, interest or other amount on Debt (other
than the Loans), or the occurrence of any breach, default, condition or event with respect to any Debt (other than the Loans),
if the effect of such failure or occurrence is to cause or to permit the holder or holders of any such Debt, or to cause, Debt
or other liabilities having an individual principal amount in excess of $500,000 or having an aggregate principal amount in excess
of $1,000,000 to become or be declared due prior to its stated maturity, or (ii) without limiting the foregoing, the occurrence
of any breach or default under any terms or provisions of any Subordinated Debt Document or under any agreement subordinating the
Subordinated Debt to all or any portion of the Obligations or the occurrence of any event requiring the prepayment of any Subordinated
Debt;


 


(e)          any
Credit Party or any Subsidiary of a Credit Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization
or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law or any analogous procedure
or step is taken in any other jurisdiction) now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator,
custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall
make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or make an
assignment of its property for the general benefit of its creditors under such Act, or make a proposal (or file a notice of its
intention to do so) under such Act or any analogous procedure or step is taken in any other jurisdiction, or shall take any corporate
action to authorize any of the foregoing;


 


(f)           an
involuntary case or other proceeding shall be commenced against any Credit Party or any Subsidiary of a Credit Party seeking liquidation,
reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial
part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of forty-five
(45) days; or an order for relief shall be entered against any Credit Party or any Subsidiary of a Credit Party under applicable
federal bankruptcy, insolvency or other similar law in respect of (i) bankruptcy, liquidation, winding-up, dissolution or
suspension of general operations, (ii) composition, rescheduling, reorganization, arrangement or readjustment of, or other
relief from, or stay of proceedings to enforce, some or all of the debts or obligations, or (iii) possession, foreclosure,
seizure or retention, sale or other disposition of, or other proceedings to enforce security over, all or any substantial part
of the assets of such Credit Party or Subsidiary;


 


(g)          (i) institution
of any steps by any Person to terminate a Pension Plan if as a result of such termination any Credit Party or any member of the
Controlled Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such
Pension Plan, in excess of $500,000, (ii) a contribution failure occurs with respect to any Pension Plan sufficient to give
rise to a Lien under Section 303(k) of ERISA or Section 430(k) of the Code or an event occurs that would reasonably
be expected to give rise to a Lien under Section 4068 of ERISA, or (iii) there shall occur any withdrawal or partial
withdrawal from a Multiemployer Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Plans as a result
of such withdrawal (including any outstanding withdrawal liability that any Credit Party or any member of the Controlled Group
have incurred on the date of such withdrawal) exceeds $500,000;


 






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(h)          one
or more judgments or orders for the payment of money (not paid or fully covered by insurance maintained in accordance with the
requirements of this Agreement and as to which the relevant insurance company has not denied coverage) aggregating in excess of
$500,000 shall be rendered against any or all Credit Parties and either (i) enforcement proceedings shall have been commenced
by any creditor upon any such judgments or orders, or (ii) there shall be any period of twenty (20) consecutive days during
which a stay of enforcement of any such judgments or orders, by reason of a pending appeal, bond or otherwise, shall not be in
effect;


 


(i)           except
solely as a result of any action or inaction of Agent or any Lenders (provided that such action or inaction is not caused
by a Credit Party’s failure to comply with the terms of the Financing Documents), any Lien created by any of the Security
Documents shall at any time fail to constitute a valid and perfected Lien on all of the Collateral purported to be encumbered thereby,
subject to no prior or equal Lien except Permitted Liens, or any Credit Party shall so assert;


 


(j)           the
institution by any Governmental Authority of criminal proceedings against any Credit Party;


 


(k)          an
event of default occurs under any Guarantee of any portion of the Obligations;


 


(l)           the
occurrence of a Change in Control;


 


(m)         any
Borrower makes any payment on account of any Debt that has been subordinated to any of the Obligations, other than payments specifically
permitted by the terms of such subordination;


 


(n)          if
any Borrower is or becomes an entity whose equity is registered with the SEC, and/or is publicly traded on and/or registered with
a public securities exchange, such Borrower’s equity fails to remain registered with the SEC in good standing, and/or such
equity fails to remain publicly traded on and registered with a public securities exchange;


 


(o)          the
occurrence of any fact, event or circumstance that could reasonably be expected to result in a Material Adverse Effect;


 


(p)          (i) the
voluntary withdrawal or institution of any action or proceeding by the FDA or similar Governmental Authority to order the withdrawal
of any Product or Product category from the market or to enjoin Borrower, its Subsidiaries or any representative of Borrower or
its Subsidiaries from manufacturing, marketing, selling or distributing any Product or Product category which, in each case, would
reasonably be expected to result in a Material Adverse Effect, (ii) the institution of any action or proceeding by any DEA,
FDA, CMS or any other Governmental Authority to revoke, suspend, reject withdraw, limit or restrict any Regulatory Required Permit
held by Borrower, its Subsidiaries or any representative of Borrower or its Subsidiaries, which in each case, has or could reasonably
be expected to result in Material Adverse Effect, (iii) the commencement of any enforcement action against Borrower, its Subsidiaries
or any representative of Borrower or its Subsidiaries (with respect to the business of Borrower or its Subsidiaries) by DEA, FDA,
CMS or any other Governmental Authority which has or could reasonably be expected to result in a Material Adverse Effect, or (iv) the
occurrence of adverse test results in connection with a Product which could reasonably be expected to result in a Material Adverse
Effect;


 






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(q)          any
Credit Party defaults under or breaches any Material Contract (after any applicable grace period contained therein), or a Material
Contract shall be terminated by a third party or parties party thereto prior to the expiration thereof and such default, breach
or termination would reasonably be expected to result in a Material Adverse Effect; or


 


(r)           any
of the Financing Documents shall for any reason fail to constitute the valid and binding agreement of any party thereto, or any
Credit Party shall so assert, in each case, unless such Financing Document terminates pursuant to the terms and conditions thereof
without any breach or default thereunder by any Credit Party thereto.


 


All cure periods provided
for in this Section 10.1 shall run concurrently with any cure period provided for in any applicable Financing Documents under
which the default occurred.


 


Section 10.2          Acceleration
and Suspension or Termination of Term Loan Commitment. Upon the occurrence and during the continuance of an Event of Default,
Agent may, and shall if requested by Required Lenders, (a) by notice to Borrower Representative suspend or terminate the Term
Loan Commitment and the obligations of Agent and the Lenders with respect thereto, in whole or in part (and, if in part, each Lender’s
Term Loan Commitment shall be reduced in accordance with its Pro Rata Share), and/or (b) by notice to Borrower Representative
declare all or any portion of the Obligations to be, and the Obligations shall thereupon become, immediately due and payable, with
accrued interest thereon, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each
Borrower and Borrowers will pay the same; provided, however, that in the case of any of the Events of Default specified
in Section 10.1(e) or 10.1(f) above, without any notice to any Borrower or any other act by Agent or the Lenders,
the Term Loan Commitment and the obligations of Agent and the Lenders with respect thereto shall thereupon immediately and automatically
terminate and all of the Obligations shall become immediately and automatically due and payable without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by each Borrower and Borrowers will pay the same.


 


Section 10.3          UCC
Remedies.


 


(a)           Upon
the occurrence of and during the continuance of an Event of Default under this Agreement or the other Financing Documents, Agent,
in addition to all other rights, options, and remedies granted to Agent under this Agreement or at law or in equity, may exercise,
either directly or through one or more assignees or designees, all rights and remedies granted to it under all Financing Documents
and under the UCC in effect in the applicable jurisdiction(s) and under any other applicable law, including, without limitation:


 






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(i)            the
right to take possession of, send notices regarding, and collect directly the Collateral, with or without judicial process;


 


(ii)           the
right to (by its own means or with judicial assistance) enter any of Borrowers’ premises and take possession of the Collateral,
or render it unusable, or to render it usable or saleable, or dispose of the Collateral on such premises in compliance with subsection
(iii) below and to take possession of Borrowers’ original books and records, to obtain access to Borrowers’ data
processing equipment, computer hardware and software relating to the Collateral and to use all of the foregoing and the information
contained therein in any manner Agent deems appropriate, without any liability for rent, storage, utilities, or other sums, and
Borrowers shall not resist or interfere with such action (if Borrowers’ books and records are prepared or maintained by an
accounting service, contractor or other third party agent, Borrowers hereby irrevocably authorize such service, contractor or other
agent, upon notice by Agent to such Person that an Event of Default has occurred and is continuing, to deliver to Agent or its
designees such books and records, and to follow Agent’s instructions with respect to further services to be rendered);


 


(iii)          the
right to require Borrowers at Borrowers’ expense to assemble all or any part of the Collateral and make it available to Agent
at any place designated by Lender;


 


(iv)          the
right to notify postal authorities to change the address for delivery of Borrowers’ mail to an address designated by Agent
and to receive, open and dispose of all mail addressed to any Borrower; and/or


 


(v)           the
right to enforce Borrowers’ rights against Account Debtors and other obligors, including, without limitation, (i) the
right to collect Accounts directly in Agent’s own name (as agent for Lenders) and to charge the collection costs and expenses,
including documented out-of-pocket attorneys’ fees, to Borrowers, and (ii) the right, in the name of Agent or any designee
of Agent or Borrowers, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph
or otherwise, including, without limitation, verification of Borrowers’ compliance with applicable Laws. Borrowers shall
cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include
contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Borrowers’
affairs, all of which contacts Borrowers hereby irrevocably authorize.


 


(b)          Each
Borrower agrees that a notice received by it at least ten (10) days before the time of any intended public sale, or the time
after which any private sale or other disposition of the Collateral is to be made, shall be deemed to be reasonable notice of such
sale or other disposition. If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value
or which is sold on a recognized market may be sold immediately by Agent without prior notice to Borrowers. At any sale or disposition
of Collateral, Agent may (to the extent permitted by applicable law) purchase all or any part of the Collateral, free from any
right of redemption by Borrowers, which right is hereby waived and released. Each Borrower covenants and agrees not to interfere
with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral. Agent shall have
no obligation to clean-up or otherwise prepare the Collateral for sale. Agent may comply with any applicable state or federal law
requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial
reasonableness of any sale of the Collateral. Agent may sell the Collateral without giving any warranties as to the Collateral.
Agent may specifically disclaim any warranties of title or the like. This procedure will not be considered to adversely affect
the commercial reasonableness of any sale of the Collateral. If Agent sells any of the Collateral upon credit, Borrowers will be
credited only with payments actually made by the purchaser, received by Agent and applied to the indebtedness of the purchaser.
In the event the purchaser fails to pay for the Collateral, Agent may resell the Collateral and Borrowers shall be credited with
the proceeds of the sale. Borrowers shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral
are insufficient to pay all Obligations.


 






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(c)          Without
restricting the generality of the foregoing and for the purposes aforesaid, each Borrower hereby appoints and constitutes Agent
its lawful attorney-in-fact with full power of substitution in the Collateral, upon the occurrence and during the continuance of
an Event of Default, to (i) use unadvanced funds remaining under this Agreement or which may be reserved, escrowed or set
aside for any purposes hereunder at any time, or to advance funds in excess of the face amount of the Notes, (ii) pay, settle
or compromise all existing bills and claims, which may be Liens or security interests, or to avoid such bills and claims becoming
Liens against the Collateral, (iii) execute all applications and certificates in the name of such Borrower and to prosecute
and defend all actions or proceedings in connection with the Collateral, and (iv) do any and every act which such Borrower
might do in its own behalf; it being understood and agreed that this power of attorney in this subsection (c) shall be a power
coupled with an interest and cannot be revoked.


 


(d)          Upon
the occurrence and during the continuance of an Event of Default, subject to any right of any third parties and/or any agreement
between any Borrower and any third party to the extent not granted or entered into in contravention of the terms of this Agreement,
Agent and each Lender is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrowers’
labels, mask works, rights of use of any name, any other Intellectual Property and advertising matter, and any similar property
as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection
with Agent’s exercise of its rights under this Article, Borrowers’ rights under all licenses (whether as licensor or
licensee) and all franchise agreements inure to Agent’s and each Lender’s benefit.


 


Section 10.4          Reserved.


 


Section 10.5          Default
Rate of Interest. At the election of Agent or Required Lenders, after the occurrence of an Event of Default and for so long
as it continues, the Loans and other Obligations shall bear interest at rates that are three percent (3.0%) per annum in excess
of the rates otherwise payable under this Agreement; provided, however, that in the case of any Event of Default
specified in Section 10.1(e) or 10.1(f) above, such default rates shall apply immediately and automatically without
the need for any election or action of any kind on the part of Agent or any Lender.


 






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Section 10.6          Setoff
Rights. During the continuance of any Event of Default, each Lender is hereby authorized by each Borrower at any time or from
time to time, with reasonably prompt subsequent notice to such Borrower (any prior or contemporaneous notice being hereby expressly
waived) to set off and to appropriate and to apply any and all (a) balances held by such Lender or any of such Lender’s
Affiliates at any of its offices for the account of such Borrower or any of its Subsidiaries (regardless of whether such balances
are then due to such Borrower or its Subsidiaries), and (b) other property at any time held or owing by such Lender to or
for the credit or for the account of such Borrower or any of its Subsidiaries, against and on account of any of the Obligations
(other than contingent obligations for which no claim has been made); except that no Lender shall exercise any such right without
the prior written consent of Agent. Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall
sell) interests in each of such other Lender’s Pro Rata Share of the Obligations as would be necessary to cause all Lenders
to share the amount so set off with each other Lender in accordance with their respective Pro Rata Share of the Obligations. Each
Borrower agrees, to the fullest extent permitted by law, that any Lender and any of such Lender’s Affiliates may exercise
its right to set off with respect to the Obligations as provided in this Section 10.6.


 


Section 10.7          Application
of Proceeds.


 


(a)          Notwithstanding
anything to the contrary contained in this Agreement, upon the occurrence and during the continuance of an Event of Default, each
Borrower irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received
by Agent from or on behalf of such Borrower or any Guarantor of all or any part of the Obligations, and, as between Borrowers on
the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any
and all payments received against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application
by Agent.


 


(b)          Following
the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration
Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral
received by Agent, in such order as Agent may from time to time elect.


 


(c)          Notwithstanding
anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues,
Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral
received by Agent, in the following order: first, to all fees, costs, indemnities, liabilities, obligations and expenses
incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral; second, to
all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement,
the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any
interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal
amount of the Obligations outstanding; and fifth, to any other indebtedness or obligations of Borrowers owing to Agent or
any Lender under the Financing Documents. Any balance remaining shall be delivered to Borrowers or to whomever may be lawfully
entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing, (y) amounts
received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category,
and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its
Pro Rata Share of amounts available to be applied pursuant thereto for such category.


 






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Section 10.8          Waivers.


 


(a)          Except
as otherwise provided for in this Agreement and to the fullest extent permitted by applicable law, each Borrower waives: (i) presentment,
demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity,
release, compromise, settlement, extension or renewal of any or all Financing Documents, the Notes or any other notes, commercial
paper, accounts, contracts, documents, Instruments, Chattel Paper and Guarantees at any time held by Lenders on which any
Borrower may in any way be liable, and hereby ratifies and confirms whatever Lenders may do in this regard; (ii) all rights
to notice and a hearing prior to Agent’s or any Lender’s taking possession or control of, or to Agent’s or any
Lender’s replevy, attachment or levy upon, any Collateral or any bond or security which might be required by any court prior
to allowing Agent or any Lender to exercise any of its remedies; and (iii) the benefit of all valuation, appraisal and exemption
Laws. Each Borrower acknowledges that it has been advised by counsel of its choices and decisions with respect to this Agreement,
the other Financing Documents and the transactions evidenced hereby and thereby.


 


(b)          Each
Borrower for itself and all its successors and assigns, (i) agrees that its liability shall not be in any manner affected
by any indulgence, extension of time, renewal, waiver, or modification granted or consented to by Lender; (ii) consents to
any indulgences and all extensions of time, renewals, waivers, or modifications that may be granted by Agent or any Lender with
respect to the payment or other provisions of the Financing Documents, and to any substitution, exchange or release of the Collateral,
or any part thereof, with or without substitution, and agrees to the addition or release of any Borrower, endorsers, guarantors,
or sureties, or whether primarily or secondarily liable, without notice to any other Borrower and without affecting its liability
hereunder; (iii) agrees that its liability shall be unconditional and without regard to the liability of any other Borrower,
Agent or any Lender for any tax on the indebtedness; and (iv) to the fullest extent permitted by law, expressly waives the
benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result
contrary to or in conflict with the foregoing.


 


(c)          To
the extent that Agent or any Lender may have acquiesced in any noncompliance with any requirements or conditions precedent to the
closing of the Loans or to any subsequent disbursement of Loan proceeds, such acquiescence shall not be deemed to constitute a
waiver by Agent or any Lender of such requirements with respect to any future disbursements of Loan proceeds and Agent may at any
time after such acquiescence require Borrowers to comply with all such requirements. Any forbearance by Agent or Lender in exercising
any right or remedy under any of the Financing Documents, or otherwise afforded by applicable law, including any failure to accelerate
the maturity date of the Loans, shall not be a waiver of or preclude the exercise of any right or remedy nor shall it serve as
a novation of the Notes or as a reinstatement of the Loans or a waiver of such right of acceleration or the right to insist upon
strict compliance of the terms of the Financing Documents. Agent’s or any Lender’s acceptance of payment of any sum
secured by any of the Financing Documents after the due date of such payment shall not be a waiver of Agent’s and such Lender’s
right to either require prompt payment when due of all other sums so secured or to declare a default for failure to make prompt
payment. The procurement of insurance or the payment of taxes or other Liens or charges by Agent as the result of an Event of Default
shall not be a waiver of Agent’s right to accelerate the maturity of the Loans, nor shall Agent’s receipt of any condemnation
awards, insurance proceeds, or damages under this Agreement operate to cure or waive any Credit Party’s default in payment
of sums secured by any of the Financing Documents.


 






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(d)          Without
limiting the generality of anything contained in this Agreement or the other Financing Documents, each Borrower agrees that if
an Event of Default is continuing (i) Agent and Lenders shall not be subject to any “one action” or “election
of remedies” law or rule, and (ii) all Liens and other rights, remedies or privileges provided to Agent or Lenders shall
remain in full force and effect until Agent or Lenders have exhausted all remedies against the Collateral and any other properties
owned by Borrowers and the Financing Documents and other security instruments or agreements securing the Loans have been foreclosed,
sold and/or otherwise realized upon in satisfaction of Borrowers’ obligations under the Financing Documents.


 


(e)          Nothing
contained herein or in any other Financing Document shall be construed as requiring Agent or any Lender to resort to any part of
the Collateral for the satisfaction of any of Borrowers’ obligations under the Financing Documents in preference or priority
to any other Collateral, and Agent may seek satisfaction out of all of the Collateral or any part thereof, in its absolute discretion
in respect of Borrowers’ obligations under the Financing Documents. In addition, Agent shall have the right from time to
time to partially foreclose upon any Collateral in any manner and for any amounts secured by the Financing Documents then due and
payable as determined by Agent in its sole discretion, including, without limitation, the following circumstances: (i) in
the event any Borrower defaults beyond any applicable grace period in the payment of one or more scheduled payments of principal
and/or interest, Agent may foreclose upon all or any part of the Collateral to recover such delinquent payments, or (ii) in
the event Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Agent may foreclose all or
any part of the Collateral to recover so much of the principal balance of the Loans as Lender may accelerate and such other sums
secured by one or more of the Financing Documents as Agent may elect. Notwithstanding one or more partial foreclosures, any unforeclosed
Collateral shall remain subject to the Financing Documents to secure payment of sums secured by the Financing Documents and not
previously recovered.


 


(f)           To
the fullest extent permitted by law, each Borrower, for itself and its successors and assigns, waives in the event of foreclosure
of any or all of the Collateral any equitable right otherwise available to any Credit Party which would require the separate sale
of any of the Collateral or require Agent or Lenders to exhaust their remedies against any part of the Collateral before proceeding
against any other part of the Collateral; and further in the event of such foreclosure each Borrower does hereby expressly consent
to and authorize, at the option of Agent, the foreclosure and sale either separately or together of each part of the Collateral.


 


Section 10.9          Injunctive
Relief. The parties acknowledge and agree that, in the event of a breach or threatened breach of any Credit Party’s obligations
under any Financing Documents, Agent and Lenders may have no adequate remedy in money damages and, accordingly, shall be entitled
to an injunction (including, without limitation, a temporary restraining order, preliminary injunction, writ of attachment, or
order compelling an audit) against such breach or threatened breach, including, without limitation, maintaining any cash management
and collection procedure described herein. However, no specification in this Agreement of a specific legal or equitable remedy
shall be construed as a waiver or prohibition against any other legal or equitable remedies in the event of a breach or threatened
breach of any provision of this Agreement. Each Credit Party waives, to the fullest extent permitted by law, the requirement of
the posting of any bond in connection with such injunctive relief. By joining in the Financing Documents as a Credit Party, each
Credit Party specifically joins in this Section as if this Section were a part of each Financing Document executed by
such Credit Party.


 






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Section 10.10        Marshalling;
Payments Set Aside. Neither Agent nor any Lender shall be under any obligation to marshal any assets in payment of any or all
of the Obligations. To the extent that Borrower makes any payment or Agent enforces its Liens or Agent or any Lender exercises
its right of set-off, and such payment or the proceeds of such enforcement or set-off is subsequently invalidated, declared to
be fraudulent or preferential, set aside, or required to be repaid by anyone, then to the extent of such recovery, the Obligations
or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued
in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred.


 


Article 11
- AGENT


 


Section 11.1          Appointment
and Authorization. Each Lender hereby irrevocably appoints and authorizes Agent to enter into each of the Financing Documents
to which it is a party (other than this Agreement) on its behalf and to take such actions as Agent on its behalf and to exercise
such powers under the Financing Documents as are delegated to Agent by the terms thereof, together with all such powers as are
reasonably incidental thereto. Subject to the terms of Section 11.16 and to the terms of the other Financing Documents, Agent
is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Financing Documents on behalf
of Lenders. The provisions of this Article 11 are solely for the benefit of Agent and Lenders and neither any Borrower nor
any other Credit Party shall have any rights as a third party beneficiary of any of the provisions hereof. In performing its functions
and duties under this Agreement, Agent shall act solely as agent of Lenders and does not assume and shall not be deemed to have
assumed any obligation toward or relationship of agency or trust with or for any Borrower or any other Credit Party. Agent may
perform any of its duties hereunder, or under the Financing Documents, by or through its agents, servicers, trustees, investment
managers or employees.


 


Section 11.2          Agent
and Affiliates. Agent shall have the same rights and powers under the Financing Documents as any other Lender and may exercise
or refrain from exercising the same as though it were not Agent, and Agent and its Affiliates may lend money to, invest in and
generally engage in any kind of business with each Credit Party or Affiliate of any Credit Party as if it were not Agent hereunder.


 


Section 11.3          Action
by Agent. The duties of Agent shall be mechanical and administrative in nature. Agent shall not have by reason of this Agreement
a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any of the Financing Documents is intended to or
shall be construed to impose upon Agent any obligations in respect of this Agreement or any of the Financing Documents except as
expressly set forth herein or therein.


 






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Section 11.4          Consultation
with Experts. Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall
not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants
or experts.


 


Section 11.5          Liability
of Agent. Neither Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall
be liable to any Lender for any action taken or not taken by it in connection with the Financing Documents, except that Agent shall
be liable with respect to its specific duties set forth hereunder but only to the extent of its own gross negligence or willful
misconduct in the discharge thereof as determined by a final non-appealable judgment of a court of competent jurisdiction. Neither
Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be responsible for
or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with
any Financing Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements
specified in any Financing Document; (c) the satisfaction of any condition specified in any Financing Document; (d) the
validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby
or any other instrument or writing furnished in connection therewith; (e) the existence or non-existence of any Default or
Event of Default; or (f) the financial condition of any Credit Party. Agent shall not incur any liability by acting in reliance
upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or electronic transmission
or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Agent shall not be liable for
any apportionment or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently
determined to have been made in error the sole recourse of any Lender to whom payment was due but not made, shall be to recover
from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby
agree to return to such Lender any such erroneous payments received by them).


 


Section 11.6          Indemnification.
Each Lender shall, in accordance with its Pro Rata Share, indemnify Agent (to the extent not reimbursed by Borrowers) upon demand
against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as
result from Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of
competent jurisdiction) that Agent may suffer or incur in connection with the Financing Documents or any action taken or omitted
by Agent hereunder or thereunder. If any indemnity furnished to Agent for any purpose shall, in the opinion of Agent, be insufficient
or become impaired, Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against even
if so directed by Required Lenders until such additional indemnity is furnished.


 


Section 11.7          Right
to Request and Act on Instructions. Agent may at any time request instructions from Lenders with respect to any actions or
approvals which by the terms of this Agreement or of any of the Financing Documents Agent is permitted or desires to take or to
grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or
to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any action or withholding
any approval under any of the Financing Documents until it shall have received such instructions from Required Lenders or all or
such other portion of the Lenders as shall be prescribed by this Agreement. Without limiting the foregoing, no Lender shall have
any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any
of the other Financing Documents in accordance with the instructions of Required Lenders (or all or such other portion of the Lenders
as shall be prescribed by this Agreement) and, notwithstanding the instructions of Required Lenders (or such other applicable portion
of the Lenders), Agent shall have no obligation to take any action if it believes, in good faith, that such action would violate
applicable Law or exposes Agent to any liability for which it has not received satisfactory indemnification in accordance with
the provisions of Section 11.6.


 






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Section 11.8          Credit
Decision. Each Lender acknowledges that it has, independently and without reliance upon Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Lender also acknowledges that it will, independently and without reliance upon Agent 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 any action under the Financing Documents.


 


Section 11.9          Collateral
Matters. Lenders irrevocably authorize Agent, at its option and in its discretion, to (a) release any Lien granted to
or held by Agent under any Security Document (i) upon termination of the Term Loan Commitment and payment in full of all Obligations;
or (ii) constituting property sold or disposed of as part of or in connection with any disposition permitted under any Financing
Document (it being understood and agreed that Agent may conclusively rely without further inquiry on a certificate of a Responsible
Officer as to the sale or other disposition of property being made in full compliance with the provisions of the Financing Documents);
and (b) subordinate any Lien granted to or held by Agent under any Security Document to a Permitted Lien that is allowed to
have priority over the Liens granted to or held by Agent pursuant to the definition of “Permitted Liens”. Upon request
by Agent at any time, Lenders will confirm Agent’s authority to release and/or subordinate particular types or items of Collateral
pursuant to this Section 11.9.


 


Section 11.10        Agency
for Perfection. Agent and each Lender hereby appoint each other Lender as agent for the purpose of perfecting Agent’s
security interest in assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected
by possession or control. Should any Lender (other than Agent) obtain possession or control of any such assets, such Lender shall
notify Agent thereof, and, promptly upon Agent’s request therefor, shall deliver such assets to Agent or in accordance with
Agent’s instructions or transfer control to Agent in accordance with Agent’s instructions. Each Lender agrees that
it will not have any right individually to enforce or seek to enforce any Security Document or to realize upon any Collateral for
the Loan unless instructed to do so by Agent (or consented to by Agent), it being understood and agreed that such rights and remedies
may be exercised only by Agent.


 






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Section 11.11        Notice
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 and fees required to be paid to Agent for the account of Lenders,
unless Agent shall have received written notice from a Lender or a Borrower referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a “notice of default”. Agent will notify each Lender of its receipt
of any such notice. Agent shall take such action with respect to such Default or Event of Default as may be requested by Required
Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) in accordance with the terms hereof.
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 or in the best interests of Lenders.


 


Section 11.12        Assignment
by Agent; Resignation of Agent; Successor Agent.


 


(a)          Agent
may at any time assign its rights, powers, privileges and duties hereunder to (i) another Lender or an Affiliate of Agent
or any Approved Fund, or (ii) any Eligible Assignee to whom Agent, in its capacity as a Lender, has assigned (or will assign,
in conjunction with such assignment of agency rights hereunder) 50% or more of its Loan, in each case without the consent of the
Lenders or Borrowers. Following any such assignment, Agent shall endeavor to give notice to the Lenders and Borrowers. Failure
to give such notice shall not affect such assignment in any way or cause the assignment to be ineffective. An assignment by Agent
pursuant to this subsection (a) shall not be deemed a resignation by Agent for purposes of subsection (b) below.


 


(b)          Without
limiting the rights of Agent to designate an assignee pursuant to subsection (a) above, Agent may at any time give notice
of its resignation to the Lenders and Borrowers. Upon receipt of any such notice of resignation, Required Lenders shall have the
right to appoint a successor Agent. If no such successor shall have been so appointed by Required Lenders and shall have accepted
such appointment within ten (10) Business Days after the retiring Agent gives notice of its resignation, then the retiring
Agent may on behalf of the Lenders, appoint a successor Agent; provided, however, that if Agent shall notify Borrowers
and the Lenders that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance
with such notice from Agent that no Person has accepted such appointment and, from and following delivery of such notice, (i) the
retiring Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents, and (ii) all
payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender
directly, until such time as Required Lenders appoint a successor Agent as provided for above in this paragraph.


 


(c)          Upon
(i) an assignment permitted by subsection (a) above, or (ii) the acceptance of a successor’s appointment as
Agent pursuant to subsection (b) above, such successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and
obligations hereunder and under the other Financing Documents (if not already discharged therefrom as provided above in this paragraph).
The fees payable by Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed
between Borrowers and such successor. After the retiring Agent’s resignation hereunder and under the other Financing Documents,
the provisions of this Article and Section 11.12 shall continue in effect for the benefit of such retiring Agent and
its sub-agents in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting or was
continuing to act as Agent.


 






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Section 11.13        Payment
and Sharing of Payment.


 


(a)          Reserved.


 


(b)          Term
Loan Payments. Payments of principal, interest and fees in respect of the Term Loans will be settled on the date of receipt
if received by Agent on the last Business Day of a month or on the Business Day immediately following the date of receipt if received
on any day other than the last Business Day of a month; provided, however, that, in the case such Lender is a Defaulted
Lender, Agent shall be entitled to set off the funding short fall against that Defaulted Lender’s respective share of all
payments received from any Borrower.


 


(c)          Return
of Payments.


 


(i)            If
Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received
by Agent from a Borrower and such related payment is not received by Agent, then Agent will be entitled to recover such amount
from such Lender on demand without setoff, counterclaim or deduction of any kind, together with interest accruing on a daily basis
at the Federal Funds Rate.


 


(ii)            If
Agent determines at any time that any amount received by Agent under this Agreement must be returned to any Borrower or paid to
any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement
or any other Financing Document, Agent will not be required to distribute any portion thereof to any Lender. In addition, each
Lender will repay to Agent on demand any portion of such amount that Agent has distributed to such Lender, together with interest
at such rate, if any, as Agent is required to pay to any Borrower or such other Person, without setoff, counterclaim or deduction
of any kind.


 


(d)          Defaulted
Lenders. The failure of any Defaulted Lender to make any payment required by it hereunder shall not relieve any other Lender
of its obligations to make payment, but neither any other Lender nor Agent shall be responsible for the failure of any Defaulted
Lender to make any payment required hereunder. Notwithstanding anything set forth herein to the contrary, a Defaulted Lender shall
not have any voting or consent rights under or with respect to any Financing Document or constitute a “Lender” (or
be included in the calculation of “Required Lenders” hereunder) for any voting or consent rights under or with respect
to any Financing Document.


 






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(e)          Sharing
of Payments. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff
or otherwise) on account of any Loan (other than pursuant to the terms of Section 2.8(d)) in excess of its Pro Rata Share
of payments entitled pursuant to the other provisions of this Section 11.13, such Lender shall purchase from the other Lenders
such participations in extensions of credit made by such other Lenders (without recourse, representation or warranty) as shall
be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided,
however, that if all or any portion of the excess payment or other recovery is thereafter required to be returned or otherwise
recovered from such purchasing Lender, such portion of such purchase shall be rescinded and each Lender which has sold a participation
to the purchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of such return or recovery,
without interest. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this clause
(e) may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 10.6)
with respect to such participation as fully as if such Lender were the direct creditor of Borrowers in the amount of such participation).
If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to
which this clause (e) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured
claim in a manner consistent with the rights of the Lenders entitled under this clause (e) to share in the benefits of any
recovery on such secured claim.


 


Section 11.14        Right
to Perform, Preserve and Protect. If any Credit Party fails to perform any obligation hereunder or under any other Financing
Document, Agent itself may, but shall not be obligated to, cause such obligation to be performed at Borrowers’ expense. Agent
is further authorized by Borrowers and the Lenders to make expenditures from time to time which Agent, in its reasonable business
judgment, deems necessary or desirable to (a) preserve or protect the business conducted by Borrowers, the Collateral, or
any portion thereof, and/or (b) enhance the likelihood of, or maximize the amount of, repayment of the Loan and other Obligations.
Each Borrower hereby agrees to reimburse Agent on demand for any and all costs, liabilities and obligations incurred by Agent pursuant
to this Section 11.14. Each Lender hereby agrees to indemnify Agent upon demand for any and all costs, liabilities and obligations
incurred by Agent pursuant to this Section 11.14, in accordance with the provisions of Section 11.6.


 


Section 11.15        Additional
Titled Agents. Except for rights and powers, if any, expressly reserved under this Agreement to any bookrunner, arranger or
to any titled agent named on the cover page of this Agreement, other than Agent (collectively, the “Additional Titled
Agents”), and except for obligations, liabilities, duties and responsibilities, if any, expressly assumed under this
Agreement by any Additional Titled Agent, no Additional Titled Agent, in such capacity, has any rights, powers, liabilities, duties
or responsibilities hereunder or under any of the other Financing Documents. Without limiting the foregoing, no Additional Titled
Agent shall have nor be deemed to have a fiduciary relationship with any Lender. At any time that any Lender serving as an Additional
Titled Agent shall have transferred to any other Person (other than any Affiliates) all of its interests in the Loan, such Lender
shall be deemed to have concurrently resigned as such Additional Titled Agent.


 


Section 11.16        Amendments
and Waivers.


 


(a)          No
provision of this Agreement or any other Financing Document may be amended, waived or otherwise modified unless such amendment,
waiver or other modification is in writing and is signed or otherwise approved by Borrowers, the Required Lenders and any other
Lender to the extent required under Section 11.16(b); provided, however, the Fee Letter may be amended, or rights
or privileges thereunder waived, in a writing executed only by the parties thereto.


 






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(b)          In
addition to the required signatures under Section 11.16(a), no provision of this Agreement or any other Financing Document
may be amended, waived or otherwise modified unless such amendment, waiver or other modification is in writing and is signed or
otherwise approved by the following Persons:


 


(i)            if
any amendment, waiver or other modification would increase a Lender’s funding obligations in respect of any Loan, by such
Lender; and/or


 


(ii)           if
the rights or duties of Agent are affected thereby, by Agent;


 


provided, however, that,
in each of (i) and (ii) above, no such amendment, waiver or other modification shall, unless signed or otherwise approved
in writing by all the Lenders directly affected thereby, (A)reduce the principal of, rate of interest on or any fees with respect
to any Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to
any Loan; (B)postpone the date fixed for, or waive, any payment (other than any mandatory prepayment pursuant to Section 2.1(a)(ii))
of principal of any Loan, or of interest on any Loan (other than default interest) or any fees provided for hereunder (other than
late charges) or postpone the date of termination of any commitment of any Lender hereunder; (C) change the definition of
the term Required Lenders or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (D) release
all or substantially all of the Collateral, authorize any Borrower to sell or otherwise dispose of all or substantially all of
the Collateral, release any Guarantor of all or any portion of the Obligations or its Guarantee obligations with respect thereto,
or consent to a transfer of any of the Intellectual Property, except, in each case with respect to this clause (D), as otherwise
may be provided in this Agreement or the other Financing Documents (including in connection with any disposition permitted hereunder);
(E) amend, waive or otherwise modify this Section 11.16(b) or the definitions of the terms used in this Section 11.16(b) insofar
as the definitions affect the substance of this Section 11.16(b); (F) consent to the assignment, delegation or other
transfer by any Credit Party of any of its rights and obligations under any Financing Document or release any Borrower of its payment
obligations under any Financing Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation
permitted pursuant to this Agreement; or (G) amend any of the provisions of Section 10.7 or amend any of the definitions
Pro Rata Share, Term Loan Commitment, Term Loan Tranche 1 Commitments, Term Loan Tranche 2 Commitments, Term Loan Commitment Amount,
Term Loan Tranche 1 Commitment Amount, Term Loan Tranche 2 Commitment Amount, Term Loan Commitment Percentage or that provide for
the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder. It is hereby understood
and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described
in the preceding clauses (C), (D), (E), (F) and (G) of the preceding sentence.


 






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Section 11.17        Assignments
and Participations.


 


(a)           Assignments.


 


(i)            Any
Lender may at any time assign to one or more Eligible Assignees all or any portion of such Lender’s Loan together with all
related obligations of such Lender hereunder. Except as Agent may otherwise agree, the amount of any such assignment (determined
as of the date of the applicable Assignment Agreement or, if a “Trade Date” is specified in such Assignment Agreement,
as of such Trade Date) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the assignor’s entire interests
in the outstanding Loan; provided, however, that, in connection with simultaneous assignments to two or more related
Approved Funds, such Approved Funds shall be treated as one assignee for purposes of determining compliance with the minimum assignment
size referred to above. Borrowers and Agent shall be entitled to continue to deal solely and directly with such Lender in connection
with the interests so assigned to an Eligible Assignee until Agent shall have received and accepted an effective Assignment Agreement
executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid by the assigning
Lender; provided, however, that only one processing fee shall be payable in connection with simultaneous assignments
to two or more related Approved Funds.


 


(ii)           From
and after the date on which the conditions described above have been met, (A) such Eligible Assignee shall be deemed automatically
to have become a party hereto and, to the extent of the interests assigned to such Eligible Assignee pursuant to such Assignment
Agreement, shall have the rights and obligations of a Lender hereunder, and (B) the assigning Lender, to the extent that rights
and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights and
obligations hereunder (other than those that survive termination pursuant to Section 12.1). Upon the request of the Eligible
Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, each Borrower shall execute
and deliver to Agent for delivery to the Eligible Assignee (and, as applicable, the assigning Lender) Notes in the aggregate principal
amount of the Eligible Assignee’s Loan (and, as applicable, Notes in the principal amount of that portion of the principal
amount of the Loan retained by the assigning Lender). Upon receipt by the assigning Lender of such Note, the assigning Lender shall
return to Borrower Representative any prior Note held by it.


 


(iii)          Agent,
acting solely for this purpose as an agent of Borrower, shall maintain at the office of its servicer located in Bethesda, Maryland
a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Lender,
and the commitments of, and principal amount of the Loan owing to, such Lender pursuant to the terms hereof (the “Register”).
The entries in such Register shall be conclusive, absent manifest error, and Borrower, Agent and Lenders may treat each Person
whose name is recorded therein pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. Such Register shall be available for inspection by Borrower and any Lender, at any reasonable time upon
reasonable prior notice to Agent. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Borrower
maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest)
of each participant’s interest in the Obligations (each, a “Participant Register”). The entries in the
Participant Registers shall be conclusive, absent manifest error. Each Participant Register shall be available for inspection by
Borrower and Agent at any reasonable time upon reasonable prior notice to the applicable Lender; provided, that no Lender
shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations
under any Financing Document) to any Person (including Borrower) except to the extent that such disclosure is necessary to establish
that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the
United States Treasury Regulations. For the avoidance of doubt, Agent (in its capacity as Agent) shall have no responsibility for
maintaining a Participant Register.


 






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(iv)          Notwithstanding
the foregoing provisions of this Section 11.17(a) or any other provision of this Agreement, any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, however, that no such
pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee
for such Lender as a party hereto.


 


(v)           Notwithstanding
the foregoing provisions of this Section 11.17(a) or any other provision of this Agreement, Agent has the right, but
not the obligation, to effectuate assignments of Loan via an electronic settlement system acceptable to Agent as designated in
writing from time to time to the Lenders by Agent (the “Settlement Service”). At any time when Agent elects,
in its sole discretion, to implement such Settlement Service, each such assignment shall be effected by the assigning Lender and
proposed assignee pursuant to the procedures then in effect under the Settlement Service, which procedures shall be consistent
with the other provisions of this Section 11.17(a). Each assigning Lender and proposed Eligible Assignee shall comply with
the requirements of the Settlement Service in connection with effecting any assignment of Loan pursuant to the Settlement Service.
With the prior written approval of Agent, Agent’s approval of such Eligible Assignee shall be deemed to have been automatically
granted with respect to any transfer effected through the Settlement Service. Assignments and assumptions of the Loan shall be
effected by the provisions otherwise set forth herein until Agent notifies Lenders of the Settlement Service as set forth herein.


 


(b)          Participations.
Any Lender may at any time, without the consent of, or notice to, any Borrower or Agent, sell to one or more Persons (other than
any Borrower or any Borrower’s Affiliates) participating interests in its Loan, commitments or other interests hereunder
(any such Person, a “Participant”). In the event of a sale by a Lender of a participating interest to a Participant,
(i) such Lender’s obligations hereunder shall remain unchanged for all purposes, (ii) Borrowers and Agent shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder,
and (iii) all amounts payable by each Borrower shall be determined as if such Lender had not sold such participation and shall
be paid directly to such Lender. Each Borrower agrees that if amounts outstanding under this Agreement are due and payable (as
a result of acceleration or otherwise), 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; provided, however, that such right of set-off shall be subject to the obligation
of each Participant to share with Lenders, and Lenders agree to share with each Participant, as provided in Section 11.5.


 






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(c)          Replacement
of Lenders. Within thirty (30) days after: (i) receipt by Agent of notice and demand from any Lender for payment of additional
costs as provided in Section 2.8(d), which demand shall not have been revoked, (ii) any Borrower is required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.8(a) through
(h), (iii) any Lender is a Defaulted Lender, and the circumstances causing such status shall not have been cured or waived;
or (iv) any failure by any Lender to consent to a requested amendment, waiver or modification to any Financing Document in
which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender, or each
Lender affected thereby, is required with respect thereto (each relevant Lender in the foregoing clauses (i) through (iv) being
an “Affected Lender”) each of Borrower Representative and Agent may, at its option, notify such Affected Lender
and, in the case of Borrowers’ election, Agent, of such Person’s intention to obtain, at Borrowers’ expense,
a replacement Lender (“Replacement Lender”) for such Lender, which Replacement Lender shall be an Eligible Assignee
and, in the event the Replacement Lender is to replace an Affected Lender described in the preceding clause (iv), such Replacement
Lender consents to the requested amendment, waiver or modification making the replaced Lender an Affected Lender. In the event
Borrowers or Agent, as applicable, obtains a Replacement Lender within ninety (90) days following notice of its intention to do
so, the Affected Lender shall sell, at par, and assign all of its Loan and funding commitments hereunder to such Replacement Lender
in accordance with the procedures set forth in Section 11.17(a); provided, however, that (A) Borrowers
shall have reimbursed such Lender for its increased costs and additional payments for which it is entitled to reimbursement under
Section 2.8(a) through (h), as applicable, of this Agreement through the date of such sale and assignment, and (B) Borrowers
shall pay to Agent the $3,500 processing fee in respect of such assignment. In the event that a replaced Lender does not execute
an Assignment Agreement pursuant to Section 11.17(a) within five (5) Business Days after receipt by such replaced
Lender of notice of replacement pursuant to this Section 11.17(c) and presentation to such replaced Lender of an Assignment
Agreement evidencing an assignment pursuant to this Section 11.17(c), such replaced Lender shall be deemed to have consented
to the terms of such Assignment Agreement, and any such Assignment Agreement executed by Agent, the Replacement Lender and, to
the extent required pursuant to Section 11.17(a), Borrowers, shall be effective for purposes of this Section 11.17(c) and
Section 11.17(a). Upon any such assignment and payment, such replaced Lender shall no longer constitute a “Lender”
for purposes hereof, other than with respect to such rights and obligations that survive termination as set forth in Section 12.1.


 


(d)          Credit
Party Assignments. No Credit Party may assign, delegate or otherwise transfer any of its rights or other obligations hereunder
or under any other Financing Document without the prior written consent of Agent and each Lender.


 






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Section 11.18        Funding
and Settlement Provisions Applicable When Non-Funding Lenders Exist. So long as Agent has not waived the conditions to the
funding of Loans set forth in Section 7.2 or Section 2.1, any Lender may deliver a notice to Agent stating that such
Lender shall not fund any tranche of the Term Loan due to the non-satisfaction of one or more conditions to funding Loans set forth
in Section 7.2 or Section 2.1, and specifying any such non-satisfied conditions. Any Lender delivering any such notice
shall become a non-funding Lender (a “Non-Funding Lender”) for purposes of this Agreement commencing on the
Business Day following receipt by Agent of such notice, and shall cease to be a Non-Funding Lender on the date on which such Lender
has either revoked the effectiveness of such notice or acknowledged in writing to each of Agent the satisfaction of the condition(s) specified
in such notice, or Required Lenders waive the conditions to the funding of such Loans giving rise to such notice by Non-Funding
Lender. Each Non-Funding Lender shall remain a Lender for purposes of this Agreement to the extent that such Non-Funding Lender
has Term Loans outstanding in excess of Zero Dollars ($0); provided, however, that during any period of time that
any Non-Funding Lender exists, and notwithstanding any provision to the contrary set forth herein, the following provisions shall
apply:


 


(a)          For
purposes of determining the Pro Rata Share of each Lender under clause (c) of the definition of such term, each Non-Funding
Lender shall be deemed to have a Term Loan Commitment Amount as in effect immediately before such Lender became a Non-Funding Lender.


 


(b)          Except
as provided in clause (a) above, the Term Loan Commitment Amount of each Non-Funding Lender shall be deemed to be Zero Dollars
($0).


 


(c)          The
Term Loan Commitment at any date of determination during such period shall be deemed to be equal to the sum of (i) the aggregate
Term Loan Commitment Amounts of all Lenders, other than the Non-Funding Lenders as of such date plus (ii) the aggregate
principal amount outstanding under the Term Loans of all Non-Funding Lenders as of such date.


 


Article 12
- MISCELLANEOUS


 


Section 12.1          Survival.
All agreements, representations and warranties made herein and in every other Financing Document shall survive the execution and
delivery of this Agreement and the other Financing Documents. The provisions of Section 2.10 and Articles 11 and 12 shall
survive the payment of the Obligations (both with respect to any Lender and all Lenders collectively) and any termination of this
Agreement and any judgment with respect to any Obligations, including any final foreclosure judgment with respect to any Security
Document, and no unpaid or unperformed, current or future, Obligations will merge into any such judgment.


 


Section 12.2          No
Waivers. No failure or delay by Agent or any Lender in exercising any right, power or privilege under any Financing Document
shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. The rights and remedies herein and therein provided shall be cumulative
and not exclusive of any rights or remedies provided by law. Any reference in any Financing Document to the “continuing”
nature of any Event of Default shall not be construed as establishing or otherwise indicating that any Borrower or any other Credit
Party has the independent right to cure any such Event of Default, but is rather presented merely for convenience should such Event
of Default be waived in accordance with the terms of the applicable Financing Documents.


 






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Section 12.3          Notices.


 


(a)          All
notices, requests and other communications to any party hereunder shall be in writing (including prepaid overnight courier, facsimile
transmission or similar writing) and shall be given to such party at its address, facsimile number or e-mail address set forth
on the signature pages hereof (or, in the case of any such Lender who becomes a Lender after the date hereof, in an assignment
agreement or in a notice delivered to Borrower Representative and Agent by the assignee Lender forthwith upon such assignment)
or at such other address, facsimile number or e-mail address as such party may hereafter specify for the purpose by notice to Agent
and Borrower Representative; provided, however, that notices, requests or other communications shall be permitted
by electronic means only in accordance with the provisions of Section 12.3(b) and (c). Each such notice, request or other
communication shall be effective (i) if given by facsimile, when such notice is transmitted to the facsimile number specified
by this Section and the sender receives a confirmation of transmission from the sending facsimile machine, or (ii) if
given by mail, prepaid overnight courier or any other means, when received or when receipt is refused at the applicable address
specified by this Section 12.3(a).


 


(b)          Notices
and other communications to the parties hereto may be delivered or furnished by electronic communication (including e-mail and
Internet or intranet websites) pursuant to procedures approved from time to time by Agent, provided, however, that
the foregoing shall not apply to notices sent directly to any Lender if such Lender has notified Agent that it is incapable of
receiving notices by electronic communication. Agent or Borrower Representative may, in their discretion, agree to accept notices
and other communications to them hereunder by electronic communications pursuant to procedures approved by it, provided,
however, that approval of such procedures may be limited to particular notices or communications.


 


(c)          Unless
Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address 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 e-mail or other written acknowledgment), and (ii) notices or communications posted to an Internet
or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described
in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address
therefor, provided, however, that if any such notice or other communication is not sent or posted during normal business
hours, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day.


 


Section 12.4          Severability.
In case any provision of or obligation under this Agreement or any other Financing Document shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.


 


Section 12.5          Headings.
Headings and captions used in the Financing Documents (including the Exhibits, Schedules and Annexes hereto and thereto) are included
for convenience of reference only and shall not be given any substantive effect.


 






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Section 12.6         Confidentiality.


 


(a)          Each
Credit Party agrees (i) not to transmit or disclose provisions of any Financing Document to any Person (other than to Borrowers’
advisors and officers on a need-to-know basis or as otherwise may be required by Law) without Agent’s prior written consent,
(ii) to inform all Persons of the confidential nature of the Financing Documents and to direct them not to disclose the same
to any other Person and to require each of them to be bound by these provisions.


 


(b)          Agent
and each Lender shall hold all non-public information regarding the Credit Parties and their respective businesses identified as
such by Borrowers and obtained by Agent or any Lender pursuant to the requirements hereof in accordance with such Person’s
customary procedures for handling information of such nature, except that disclosure of such information may be made (i) to
their respective agents, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance
industry associations and portfolio management services, (ii) to prospective transferees or purchasers of any interest in
the Loans, Agent or a Lender, but solely for use by such prospective transferee or purchaser to evaluate such interest in the making
of such transfer or purchase; provided, however, that any such Persons are bound by obligations of confidentiality
similar to or more stringent than this Section 12.6, (iii) as required by Law, subpoena, judicial order or similar order
and in connection with any litigation, (iv) as may be required in connection with the examination, audit or similar investigation
of such Person, provided that all participants have agreed to keep such information confidential (subject to customary exceptions),
and (v) to a Person that is a trustee, investment advisor or investment manager, collateral manager, servicer, noteholder
or secured party in a Securitization (as hereinafter defined) in connection with the administration, servicing and reporting on
the assets serving as collateral for such Securitization who have agreed to keep such information confidential (subject to customary
exceptions). For the purposes of this Section, “Securitization” means (A) the pledge of the Loans as collateral
security for loans to a Lender, or (B) a public or private offering by a Lender or any of its Affiliates or their respective
successors and assigns, of securities which represent an interest in, or which are collateralized, in whole or in part, by the
Loans. Confidential information shall include only such information identified as such at the time provided to Agent and shall
not include information that either: (y) is in the public domain, or becomes part of the public domain after disclosure to
such Person through no fault of such Person, or (z) is disclosed to such Person by a Person other than a Credit Party, provided,
however, Agent does not have actual knowledge that such Person is prohibited from disclosing such information. The obligations
of Agent and Lenders under this Section 12.6 shall supersede and replace the obligations of Agent and Lenders under any confidentiality
agreement in respect of this financing executed and delivered by Agent or any Lender prior to the date hereof.


 


Section 12.7         Waiver
of Consequential and Other Damages. To the fullest extent permitted by applicable law, no Borrower shall assert, and each
Borrower hereby waives, any claim against any Indemnitee (as defined below), on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result
of this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby, the transactions
contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising
from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic
or other information transmission systems in connection with this Agreement or the other Financing Documents or the transactions
contemplated hereby or thereby.


 



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Section 12.8         GOVERNING
LAW; SUBMISSION TO JURISDICTION.


 


(a)           THIS
AGREEMENT, EACH NOTE AND EACH OTHER FINANCING DOCUMENT, AND ALL DISPUTES AND OTHER MATTERS RELATING HERETO OR THERETO OR ARISING
THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW).


 


(b)          EACH
PARTY HERETO HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF NEW YORK IN THE CITY OF
NEW YORK, BOROUGH OF MANHATTAN, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH PARTY HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION
OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF ANY
AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH PARTY BY CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED, ADDRESSED TO SUCH PARTY AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN
(10) DAYS AFTER THE SAME HAS BEEN POSTED.


 


Section 12.9         WAIVER
OF JURY TRIAL.


 


(a)          EACH
BORROWER, AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION
OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH BORROWER, AGENT AND EACH LENDER ACKNOWLEDGES THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING INTO THIS
AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS.
EACH BORROWER, AGENT AND EACH LENDER WARRANTS AND REPRESENTS THAT IT HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH
LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS. In the event any such action or proceeding
is brought or filed in any United States federal court sitting in the State of California or in any state court of the State of
California, and the waiver of jury trial set forth in Section 12.9(a) hereof is determined or held to be ineffective
or unenforceable, the parties agree that all actions or proceedings shall be resolved by reference to a private judge sitting
without a jury, pursuant to California Code of Civil Procedure Section 638, before a mutually acceptable referee or, if the
parties cannot agree, a referee selected by the Presiding Judge of the Los Angeles County, California. Such proceeding shall be
conducted in Los Angeles County, California, with California rules of evidence and discovery applicable to such proceeding.
In the event any actions or proceedings are to be resolved by judicial reference, any party may seek from any court having jurisdiction
thereover any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest
extent permitted by Law notwithstanding that all actions or proceedings are otherwise subject to resolution by judicial reference.


 



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Section 12.10       Publication;
Advertisement.


 


(a)          Publication.
No Credit Party will directly or indirectly publish, disclose or otherwise use in any public disclosure, advertising material,
promotional material, press release or interview, any reference to the name, logo or any trademark of MCF or any of its Affiliates
or any reference to this Agreement or the financing evidenced hereby, in any case except (i) as required by Law, subpoena
or judicial or similar order, in which case the applicable Credit Party shall give Agent prior written notice of such publication
or other disclosure, or (ii) with MCF’s prior written consent.


 


(b)          Advertisement.
Each Lender and each Credit Party hereby authorizes MCF to publish the name of such Lender and Credit Party, the existence of the
financing arrangements referenced under this Agreement, the primary purpose and/or structure of those arrangements, the amount
of credit extended under each facility, the title and role of each party to this Agreement, and the total amount of the financing
evidenced hereby in any “tombstone”, comparable advertisement or press release which MCF elects to submit for publication.
In addition, each Lender and each Credit Party agrees that MCF may provide lending industry trade organizations with information
necessary and customary for inclusion in league table measurements after the Closing Date. With respect to any of the foregoing,
MCF shall provide Borrowers with an opportunity to review and confer with MCF regarding the contents of any such tombstone, advertisement
or information, as applicable, prior to its submission for publication and, following such review period, MCF may, from time to
time, publish such information in any media form desired by MCF, until such time that Borrowers shall have requested MCF cease
any such further publication.


 


Section 12.11       Counterparts;
Integration. This Agreement and the other Financing Documents may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures by facsimile
or by electronic mail delivery of an electronic version of any executed signature page shall bind the parties hereto. In
furtherance of the foregoing, the words “execution”, “signed”, “signature”, “delivery”
and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated
hereby or thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each
of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof
or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and
Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. As used herein, “Electronic
Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record
and adopted by a Person with the intent to sign, authenticate or accept such contract or other record. This Agreement and the
other Financing Documents constitute the entire agreement and understanding among the parties hereto and supersede any and all
prior agreements and understandings, oral or written, relating to the subject matter hereof.


 



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Section 12.12       No
Strict Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the
event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the
parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provisions of this Agreement.


 


Section 12.13       Lender
Approvals. Unless expressly provided herein to the contrary, any approval, consent, waiver or satisfaction of Agent or Lenders
with respect to any matter that is the subject of this Agreement, the other Financing Documents may be granted or withheld by Agent
and Lenders in their sole and absolute discretion and credit judgment.


 


Section 12.14       Expenses;
Indemnity.


 


(a)          Except
with respect to Indemnified Taxes, Other Taxes and Excluded Taxes, which shall be governed exclusively by Section 2.8, Borrowers
hereby agree to promptly pay (i) all reasonable costs and expenses of Agent (including, without limitation, the fees, costs
and expenses of counsel to, and independent appraisers and consultants retained by Agent subject to the limitations set forth
herein) in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndication
of the transactions contemplated by the Financing Documents, in connection with the performance by Agent of its rights and remedies
under the Financing Documents and in connection with the continued administration of the Financing Documents including (A) any
amendments, modifications, consents and waivers to and/or under any and all Financing Documents, and (B) any periodic public
record searches conducted by or at the request of Agent (including, without limitation, title investigations, UCC searches, fixture
filing searches, judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability, partnership
and related records concerning the continued existence, organization and good standing of certain Persons); (ii) without
limitation of the preceding clause (i), all reasonable costs and expenses of Agent in connection with the creation, perfection
and maintenance of Liens pursuant to the Financing Documents; (iii) without limitation of the preceding clause (i), all costs
and expenses of Agent in connection with (A) protecting, storing, insuring, handling, maintaining or selling any Collateral,
(B) any litigation, dispute, suit or proceeding relating to any Financing Document, other than disputes solely among Lenders
and/or Agent (other than any claims against such person in its capacity or in fulfilling its role as Agent, arranger or any similar
role hereunder) to the extent such disputes do not arise from any act or omission of any Credit Party or of any Affiliate of a
Credit Party, and (C) any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all
of the Financing Documents; (iv) without limitation of the preceding clause (i), all reasonable costs and expenses of Agent
in connection with Agent’s reservation of funds in anticipation of the funding of the initial Loans to be made hereunder;
and (v) all costs and expenses incurred by Lenders in connection with any litigation, dispute, suit or proceeding relating
to any Financing Document, other than disputes solely among Lenders and/or Agent (other than any claims against such person in
its capacity or in fulfilling its role as Agent, arranger or any similar role hereunder) to the extent such disputes do not arise
from any act or omission of any Credit Party or of any Affiliate of a Credit Party, and in connection with any workout, collection,
bankruptcy, insolvency and other enforcement proceedings under any and all Financing Documents, whether or not Agent or Lenders
are a party thereto.


 



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(b)          Each
Borrower hereby agrees to indemnify, pay and hold harmless Agent and Lenders and the officers, directors, employees, trustees,
agents, investment advisors and investment managers, collateral managers, servicers, and counsel of Agent and Lenders (collectively
called the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the documented
out-of-pocket fees and disbursements of counsel for such Indemnitee) in connection with any investigative, response, remedial,
administrative or judicial matter or proceeding, whether or not such Indemnitee shall be designated a party thereto and including
any such proceeding initiated by or on behalf of a Credit Party, and the reasonable expenses of investigation by engineers, environmental
consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker
retained by Agent or Lenders) asserting any right to payment for the transactions contemplated hereby, which may be imposed on,
incurred by or asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by
the other Financing Documents (including (i)(A) as a direct or indirect result of the presence on or under, or escape, seepage,
leakage, spillage, discharge, emission or release from, any property now or previously owned, leased or operated by Borrower, any
Subsidiary or any other Person of any Hazardous Materials, (B) arising out of or relating to the offsite disposal of any materials
generated or present on any such property, or (C) arising out of or resulting from the environmental condition of any such
property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly
or in part by any condition, accident or event caused by any act or omission of Borrower or any Subsidiary, and (ii) proposed
and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Loans, except that Borrower
shall have no obligation hereunder to an Indemnitee with respect to any liability resulting from the gross negligence or willful
misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction. To the extent
that the undertaking set forth in the immediately preceding sentence may be unenforceable, Borrower shall contribute the maximum
portion which it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of all such indemnified liabilities
incurred by the Indemnitees or any of them. This Section 12.14(b) shall not apply with respect to Taxes other than any
Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim


 


(c)          Notwithstanding
any contrary provision in this Agreement, the obligations of Borrowers under this Section 12.14 shall survive the payment
in full of the Obligations and the termination of this Agreement. NO INDEMNITEE SHALL BE RESPONSIBLE OR LIABLE TO THE BORROWERS
OR TO ANY OTHER PARTY TO ANY FINANCING DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING
CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS
A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT OR AS A
RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.


 



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(d)          Each
Borrower for itself and all endorsers, guarantors and sureties and their heirs, legal representatives, successors and assigns,
hereby further specifically waives any rights that it may have under Section 1542 of the California Civil Code (to the extent
applicable), 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,” and further waives any similar rights under applicable Laws.


 


Section 12.15       Reinstatement.
This Agreement shall remain in full force and effect and continue to be effective should any petition or other proceeding be filed
by or against any Credit Party for liquidation or reorganization, should any Credit Party become insolvent or make an assignment
for the benefit of any creditor or creditors or should an interim receiver, receiver, receiver and manager or trustee be appointed
for all or any significant part of any Credit Party’s assets, and shall continue to be effective or to be reinstated, as
the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law,
rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a fraudulent
preference reviewable transaction or otherwise, all as though such payment or performance had not been made. In the event that
any payment, or any part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced
only by such amount paid and not so rescinded, reduced, restored or returned.


 


Section 12.16       Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of Borrowers and Agent and each Lender and their
respective successors and permitted assigns.


 


Section 12.17       USA
PATRIOT Act Notification. Agent (for itself and not on behalf of any Lender) and each Lender hereby notifies Borrowers that
pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record certain information and documentation
that identifies Borrowers, which information includes the name and address of Borrower and such other information that will allow
Agent or such Lender, as applicable, to identify Borrowers in accordance with the USA PATRIOT Act.


 


Section 12.18       Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Financing 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 Financing 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


 



    106


     


    

 


(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 Financing 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.


 


[SIGNATURES APPEAR
ON FOLLOWING PAGE(S)]


 



    107


     


    




 


IN WITNESS WHEREOF,
intending to be legally bound, each of the parties have caused this Agreement to be executed on the day and year first above mentioned.


 


	BORROWERS:	AKOYA BIOSCIENCES, INC.
	 	 
	 	By:	/s/ Brian McKelligon
	 	Name:	Brian McKelligon 
	 	Title:	 Chief Executive Officer 
	 	 	 
	 	Address:
	 	 	 
	 	1505 O’Brien Drive, Suite A-1
	 	Menlo Park, CA 94025
	 	Attn: Brian McKelligon, CEO
	 	 	 
	 	E-Mail:	bmckelligon@akoyabio.com  





 



     


     


    









 


	AGENT:	MIDCAP FINANCIAL TRUST
	 	 
	 	By:	Apollo Capital Management, L.P., its investment manager
	 	 	 
	 	By:	Apollo Capital Management GP, LLC, its general partner




 


	 	By:	/s/ Maurice Amsellem
	 	Name:	Maurice Amsellem
	 	Title:	Authorized Signatory




 


	 	Address:
	 	 
	 	c/o MidCap Financial Services, LLC, as servicer
	 	7255 Woodmont Avenue, Suite 300
	 	Bethesda, Maryland 20814
	 	Attn: Account Manager for Akoya transaction
	 	Facsimile: 301-941-1450
	 	E-mail: notices@midcapfinancial.com




 





	 	with a copy to:
	 	 
	 	c/o MidCap Financial Services, LLC, as servicer
	 	7255 Woodmont Avenue, Suite 300
	 	Bethesda, Maryland 20814
	 	Attn: General Counsel
	 	Facsimile: 301-941-1450
	 	E-mail: legalnotices@midcapfinancial.com
	 	 
	 	Payment Account Designation:
	 	 
	 	SunTrust Bank, N.A. 
	 	ABA #: 061000104
	 	Account Name: MidCap Financial Trust – Collections
	 	Account #: 1000113400435
	 	Attention: Akoya Facility





 



     


     


    




 


	LENDER:	MIDCAP FINANCIAL TRUST
	 	 	 
	 	By:	Apollo Capital Management, L.P., its investment
    manager
	 	 	 
	 	By:	Apollo Capital Management GP, LLC, its general
    partner
	 	 	 
	 	By:	Maurice Amsellem
	 	Name:	Maurice Amsellem
	 	Title:	Authorized Signatory



 


	 	Address:
	 	 
	 	c/o MidCap Financial Services, LLC, as servicer

 7255 Woodmont Avenue, Suite 300

 Bethesda, Maryland 20814
	 	Attn: Account Manager for Akoya transaction
	 	Facsimile: 301-941-1450
	 	E-mail: notices@midcapfinancial.com
	 	 
	 	with a copy to:
	 	 
	 	c/o MidCap Financial Services, LLC, as servicer

 7255 Woodmont Avenue, Suite 300

 Bethesda, Maryland 20814
	 	Attn: General Counsel
	 	Facsimile: 301-941-1450
	 	E-mail: legalnotices@midcapfinancial.com





 



     


     


    








 





	LENDER:	APOLLO INVESTMENT CORPORATION
	 	 
	 	By:	Apollo Investment Management,
        L.P.,
	 	 	as Advisor
	 	 
	 	By:	ACC Management, LLC,
        as its General Partner
	 	 



 


	 	 	By:	/s/ Joseph D. Glatt
	 	 	Name:	Joseph D. Glatt
	 	 	Title:	Vice President



 






    


     


    







 


ANNEXES, EXHIBITS AND SCHEDULES



 


	ANNEXES	 
	 	 
	Annex A	Commitment Annex
	 	 
	EXHIBITS	 
	 	 
	Exhibit A	[Reserved]
	Exhibit B	Form of Compliance Certificate
	Exhibit C	[Reserved]
	Exhibit D	Form of Notice of Borrowing
	Exhibit E-1	Form of U.S. Tax Compliance Certificate
	Exhibit E-2	Form of U.S. Tax Compliance Certificate
	Exhibit E-3	Form of U.S. Tax Compliance Certificate
	Exhibit E-4	Form of U.S. Tax Compliance Certificate
	Exhibit F	Closing Checklist
	 	 
	SCHEDULES	 
	 	 
	Schedule 2.1	Scheduled Principal Payments for Term Loan
	Schedule 3.1	Existence, Organizational ID Numbers, Foreign Qualification, Prior Names
	Schedule 3.4	Capitalization
	Schedule 3.6	Litigation
	Schedule 3.17	Material Contracts
	Schedule 3.18	Environmental Compliance
	Schedule 3.19	Intellectual Property
	Schedule 4.9	Litigation, Governmental Proceedings and Other Notice Events
	Schedule 4.17	Products
	Schedule 5.1	Debt; Contingent Obligations
	Schedule 5.2	Liens
	Schedule 5.7	Permitted Investments
	Schedule 5.8	Affiliate Transactions
	Schedule 5.11	Business Description
	Schedule 5.14	Deposit Accounts and Securities Accounts
	Schedule 6.1	Minimum Net Revenue
	Schedule 7.4	Post-Closing Obligations
	Schedule 9.1	Collateral
	Schedule 9.2(b)	Location of Collateral
	Schedule 9.2(d)	Chattel Paper, Letter of Credit Rights, Commercial Tort Claims, Instruments, Documents, Investment Property



 






    


     


    







 


Annex A to Credit Agreement (Commitment
Annex)


 


	Lender	 	Term Loan 
 Tranche 1
 Commitment 
 Amount	 	 	Term Loan

    Tranche 1

    Commitment

    Percentage	 	 	Term Loan Tranche 2 Commitment Amount	 	 	Term Loan Tranche 2 Commitment Percentage	 
	MidCap Financial Trust 	 	$	22,750,000	 	 	 	70	%	 	 	3,500,000	 	 	 	70	%
	Apollo Investment Corporation 	 	$	9,750,000	 	 	 	30	%	 	 	1,500,000	 	 	 	30	%
	TOTALS	 	$	32,500,000.00	 	 	 	100	%	 	$	5,000,000.00	 	 	 	100	%




 






    


     


    







 


Exhibit A to Credit Agreement (Reserved)


 






    


     


    







 


Exhibit B to Credit Agreement (Form of
Compliance Certificate)


 


COMPLIANCE CERTIFICATE


 


This Compliance Certificate
is given by ____________, a Responsible Officer of ____________ (the “Borrower Representative”), pursuant to
that certain Credit and Security Agreement (Term Loan) dated as of ____________, 202__ among the Borrower Representative, ____________
and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”), MidCap Financial
Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time parties hereto,
each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time to time, the
 “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set forth in the
Credit Agreement.


 


The undersigned Responsible
Officer hereby certifies to Agent and Lenders that:


 


(a)           the
financial statements delivered with this certificate in accordance with Section 4.1 of the Credit Agreement fairly present
in all material respects the results of operations and financial condition of Borrowers and their Consolidated Subsidiaries as
of the dates and the accounting period covered by such financial statements;


 


(b)           the
representations and warranties of each Credit Party contained in the Financing Documents are true, correct and complete in all
material respects on and as of the date hereof, except to the extent that any such representation or warranty relates to a specific
date in which case such representation or warranty shall be true and correct in all material respects as of such earlier date;
provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties
that already are qualified or modified by materiality in the text thereof;


 


(c)           I
have reviewed the terms of the Credit Agreement and have made, or caused to be made under my supervision, a review in reasonable
detail of the transactions and conditions of Borrowers and their Consolidated Subsidiaries during the accounting period covered
by such financial statements, and such review has not disclosed the existence during or at the end of such accounting period, and
I have no knowledge of the existences as of the date hereof, of any condition or event that constitutes a Default or Event of Default,
except as set forth in Schedule 1 hereto, which includes a description of the nature and period of existence of such
Default or an Event of Default and what action Borrowers have taken, are undertaking and propose to take with respect thereto;


 


(d)           except
as noted on Schedule 2 attached hereto, Schedule 9.2(b) to the Credit Agreement contains a complete and
accurate list of all business locations of Borrowers and Guarantors and all names under which Borrowers and Guarantors currently
conduct business and required to be disclosed pursuant to Article 9 of the Credit Agreement; Schedule 2 specifically
notes any changes in the names under which any Borrower or Guarantors conduct business;


 


(e)           except
as noted on Schedule 3 attached hereto, the undersigned has no knowledge of (i) any federal or state tax liens
having been filed against any Borrower, Guarantor or any Collateral, or (ii) any failure of any Borrower or any Guarantors
to make required payments of withholding or other tax obligations of any Borrower or any Guarantors during the accounting period
to which the attached statements pertain or any subsequent period that are required to be made in accordance with Section 4.2
of the Credit Agreement;


 






    


     


    

 


(f)           except
as noted on Schedule 4 attached hereto, or as the Borrower Representative may have notified Agent on any Schedule
4 to any previous Compliance Certificate, Schedule 5.14 to the Credit Agreement contains a complete and accurate
statement of all deposit accounts or investment accounts maintained by Borrowers and Guarantors;


 


(g)           except
as noted on Schedule 5 attached hereto, or as the Borrower Representative may have notified Agent on any Schedule
5 to any previous Compliance Certificate, Schedule 3.19 to the Credit Agreement is true and correct in all
material respects;


 


(h)           except
as noted on Schedule 6 attached hereto, or as the Borrower Representative may have notified Agent on any Schedule
6 to any previous Compliance Certificate, no Borrower or Guarantor has acquired, by purchase or otherwise, any Chattel
Paper, Letter of Credit Rights, Instruments, Documents or Investment Property that is required to be disclosed pursuant to
Section 9.2 of the Credit Agreement;


 


(i)            except
as noted on Schedule 7 attached hereto, or as the Borrower Representative may have notified Agent on any Schedule
7 to any previous Compliance Certificate, no Borrower or Guarantor is aware of any commercial tort claim that is required
to be disclosed pursuant to Section 9.2 of the Credit Agreement;


 


(j)            The
aggregate amount of cash and Cash Equivalents held by Borrowers (on a consolidated basis) as of the date hereof is $[____________];


 


(k)           the
aggregate amount of cash and Cash Equivalents held by the Restricted Foreign Subsidiaries as of the date hereof is $____________(or
the equivalent thereof in foreign currency).


 


(l)            Net
Revenue of Borrowers for the relevant Defined Period is equal to $[____________];


 


(m)          Borrowers
and Guarantor are [NOT] in compliance with the covenants contained in Article 6 of the Credit Agreement, and in any
Guarantee constituting a part of the Financing Documents, as demonstrated by the calculation of such covenants below, except as
set forth below; in determining such compliance, the following calculations have been made: [See attached worksheets]. Such calculations
and the certifications contained therein are true, correct and complete; and


 






    


     


    







 


The foregoing certifications
and computations are made as of ____________, 202__ (end of month) and as of ____________, 202__.


 





	 	Sincerely,
	 	 
	 	AKOYA BIOSCIENCES, INC.
	 	 
	 	 
	 	By:	 
	 	Name:	                    
	 	Title:	 



 






    


     


    

 


Exhibit C to Credit Agreement (Reserved)


 






    


     


    







 


Exhibit D to Credit Agreement (Form of
Notice of Borrowing)


 


NOTICE OF BORROWING


 


This Notice of Borrowing
is given by ______________, a Responsible Officer of Akoya Biosciences, Inc. (the “Borrower Representative”),
pursuant to that certain Credit and Security Agreement (Term Loan) dated as of ____________, 202__ among the Borrower Representative,
______________ and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”),
MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time
parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set
forth in the Credit Agreement.


 


The undersigned Responsible
Officer hereby gives notice to Agent of Borrower Representative’s request to borrow $______________ on ______________, 2020.


 


The undersigned officer
hereby certifies that, both before and after giving effect to the request above (a) each of the conditions precedent set forth
in Section 7.2 have been satisfied, (b) all of the representations and warranties contained in the Credit Agreement and
the other Financing Documents are true, correct and complete as of the date hereof, except to the extent such representation or
warranty relates to a specific date, in which case such representation or warranty is true, correct and complete as of such earlier
date, and (c) no Default or Event of Default has occurred and is continuing on the date hereof.


 


IN WITNESS WHEREOF,
the undersigned officer has executed and delivered this Notice of Borrowing this ____ day of ______________, 2020


 





	 	Sincerely,
	 	 
	 	 
	 	[BORROWER REPRESENTATIVE]
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	                    



 






    


     


    

 


Exhibit E-1 to Credit Agreement
(Form of U.S. Tax Compliance Certificate)


 


U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


This U.S. Tax Compliance
Certificate is given pursuant to that certain Credit and Security Agreement (Term Loan) dated as of October 27, 2020 among
the Borrower Representative, and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”),
MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time
parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set
forth in the Credit Agreement.


 


Pursuant to the provisions
of Section 2.8(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent
shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled
foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
Agent and the Borrower Representative with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E.
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the
undersigned shall promptly so inform the Borrower Representative and Agent, and (2) the undersigned shall have at all times
furnished the Borrower Representative and Agent with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 





	[NAME OF LENDER]	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 



 





	Date:	 __________ __, 20[ ]	 



 






    


     


    







 





Exhibit E-2 to Credit Agreement
(Form of U.S. Tax Compliance Certificate)


 


U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


This U.S. Tax Compliance
Certificate is given pursuant to that certain Credit and Security Agreement (Term Loan) dated as of October 27, 2020 among
the Borrower Representative, and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”),
MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time
parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set
forth in the Credit Agreement.


 


Pursuant to the provisions
of Section 2.8(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning
of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any Borrower within the meaning
of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to any Borrower
as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form -8BEN or IRS Form W-8BEN-E. By
executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with
a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments.


 





	[NAME OF PARTICIPANT]	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	              	 



 





	Date:	 __________ __, 20[ ]	 



 






    


     


    







 





Exhibit E-3 to Credit Agreement
(Form of U.S. Tax Compliance Certificate)


 


U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


This U.S. Tax Compliance
Certificate is given pursuant to that certain Credit and Security Agreement (Term Loan) dated as of October 27, 2020 among
the Borrower Representative, and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”),
MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time
parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set
forth in the Credit Agreement.


 


Pursuant to the provisions
of Section 2.8(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are
the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of
its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course
of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of the Code
and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described
in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS
Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the
undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either
the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such
payments.


 








	[NAME OF PARTICIPANT]	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	              	 



 





	Date:	 __________ __, 20[ ]	 



 






    


     


    







 


Exhibit E-4 to Credit Agreement
(Form of U.S. Tax Compliance Certificate)


 


U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


This U.S. Tax Compliance
Certificate is given pursuant to that certain Credit and Security Agreement (Term Loan) dated as of October 27, 2020 among
the Borrower Representative, and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”),
MidCap Financial Trust, individually as a Lender and as Agent, and the financial institutions or other entities from time to time
parties hereto, each as a Lender (as such agreement may have been amended, restated, supplemented or otherwise modified from time
to time, the “Credit Agreement”). Capitalized terms used herein without definition shall have the meanings set
forth in the Credit Agreement.


 


Pursuant to the provisions
of Section 2.8(c) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing
such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Financing Document,
neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement
entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code,
(iv) none of its direct or indirect partners/members is a ten percent shareholder of any Borrower within the meaning of Section 871(h)(3)(B) of
the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower
as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
Agent and the Borrower Representative with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS
Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s
beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower Representative
and Agent, and (2) the undersigned shall have at all times furnished the Borrower Representative and Agent with a properly
completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned,
or in either of the two calendar years preceding such payments.


 






    


     


    

 








	[NAME OF LENDER]	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	              	 



 





	Date:	 __________ __, 20[ ]	 



 






    


     


    







 


Exhibit F – Form of Closing
Checklist


 


[See attached]


 






    


     


    










 


 


 


AKOYA BIOSCIENCES, INC.


 





$37,500,000 TERM LOAN

by MIDCAP FINANCIAL TRUST AND ITS AFFILIATES


 


 


 


CLOSING CHECKLIST


 


Key:


 


B           Borrower
 – Akoya Biosciences, Inc. and certain of its direct and indirect Subsidiaries


 


BC        Borrower’s
Counsel – DLA Piper LLP


 


L           Lenders
 – MidCap Financial Trust and Others


 


LC        MCF’s
Counsel – Hogan Lovells US LLP


 






    


     


    







 


	
         

        Closing Item

         

	I.  TERM LOAN DOCUMENTS
	
         

        C.   Perfection
        Certificate

        D.   Credit
        and Security Agreement (Term Loan)

        (i)      Schedules

        (ii)     Exhibits

        E.   UCC-1
        Financing Statement(s)

        F.   Stock
        Pledge Agreement

        G.   Intellectual
        Property Security Agreement

        H.   Fee
        Letter

        I.    Solvency
        Certificate

        J.    Legal
        Opinion

         

	II.  ORGANIZATIONAL DOCUMENTS
	
         

        A.  Organizational
        Chart / Cap Table

        B.   Amendment
        to Organizational

        Documents to move redemption right outside
Credit Agreement term

        C.   General
Certificate of Secretary of each Credit Party, with Exhibits:

        ●     Formation
        Document/Articles

        ●     Governing
        Agreement/Bylaws

        ●     Incumbency
        Certificate

        ●     Authorizing
        Resolutions

        ●     Good
        Standing Certificate

        ●     Foreign
        Qualification to Do Business

         




 






    1


     


    

 


	
         

        Closing Item

         

	
        III. FINANCIAL,
LIEN AND KYC DILIGENCE

	
         

        A.   UCC,
        Lien and Litigation Searches

        B.    Intellectual
        Property Searches

        C.    Certified
Financial Statements and other financial diligence

        D.   Name
Verification and Background Checks for Principals

        E.    ECOA
        Notice

         

	
        IV. LOAN AND
LEASE DILIGENCE AND OTHER MATERIAL CONTRACTS

	
         

        A.   Leases
for Principal Place of Business, Distribution Centers and Warehouses

        B.    Other
        Material Contracts

        ●       Material
        Licenses

        C.   Other diligence, including
documents related to material permits, government contracts, etc., as required

         

	
        V. FUNDING
DOCUMENTS AND DELIVERABLES

	
         

        A.   Innovatus
        Payoff Letter

        (i)       UCC-3
        Terminations

        (ii)      DACA
        Terminations

        (iii)    Landlord
        Agreement Terminations

        (iv)    IP
        Security Terminations

        (v)     Bailee
        Agreement Terminations

        B.   Loan
        Disbursement Statement

        C.   Notice(s) of
        Borrowing

        D.   Receipt
of Stock Certificates and associated stock powers, as applicable

        E.    Insurance
        Certificates

         



 






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