EX-10.1




 Exhibit 10.1 

EXECUTION VERSION 
  

 
  

CREDIT AGREEMENT AND GUARANTY 

dated as of October 13, 2022 

by and among 

SCPHARMACEUTICALS INC., 

as the Borrower, 
 THE
SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY 
 HERETO, 

as the Guarantors, 
 THE
LENDERS FROM TIME TO TIME PARTY HERETO 
 as the 

Lenders, 
 and 

OAKTREE FUND ADMINISTRATION, LLC, 

as the Administrative Agent 

U.S. $100,000,000 
  

 
  











 TABLE OF CONTENTS 

 

							
	 SECTION 1. DEFINITIONS
	  	 	1	 
			
	 1.01
	 	Certain Defined Terms	  	 	1	 
			
	 1.02
	 	Accounting Terms and Principles	  	 	38	 
			
	 1.03
	 	Interpretation	  	 	38	 
			
	 1.04
	 	Division	  	 	39	 
			
	 1.05
	 	Currency Generally.	  	 	40	 
		
	 SECTION 2. THE COMMITMENT AND THE LOANS
	  	 	40	 
			
	 2.01
	 	Loans	  	 	40	 
			
	 2.02
	 	Borrowing Procedures	  	 	40	 
			
	 2.04
	 	Notes	  	 	41	 
			
	 2.05
	 	Use of Proceeds	  	 	41	 
			
	 2.06
	 	[Reserved]	  	 	41	 
			
	 2.07
	 	Defaulting Lenders.	  	 	41	 
		
	 SECTION 3. PAYMENTS OF PRINCIPAL AND INTEREST, ETC.
	  	 	42	 
			
	 3.01
	 	Scheduled Repayments and Prepayments Generally; Application	  	 	42	 
			
	 3.02
	 	Interest	  	 	43	 
			
	 3.03
	 	Prepayments	  	 	44	 
			
	 3.04
	 	Commitment Termination	  	 	47	 
			
	 3.05
	 	Exit Fee	  	 	47	 
			
	 3.06
	 	Original Issue Discount	  	 	48	 
		
	 SECTION 4. PAYMENTS, ETC.
	  	 	48	 
			
	 4.01
	 	Payments	  	 	48	 
			
	 4.02
	 	Computations	  	 	49	 
			
	 4.03
	 	Set-Off	  	 	49	 
		
	 SECTION 5. YIELD PROTECTION, TAXES, ETC.
	  	 	50	 
			
	 5.01
	 	Additional Costs	  	 	50	 
			
	 5.02
	 	Illegality	  	 	51	 
			
	 5.03
	 	Taxes	  	 	52	 
			
	 5.04
	 	Mitigation Obligations; Replacement of Lenders	  	 	56	 
			
	 5.05
	 	Inability to Determine Rates	  	 	57	 
			
	 5.06
	 	Survival	  	 	58	 


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 SECTION 6. CONDITIONS
	  	 	59	 
			
	 6.01
	 	Conditions to the Closing Date	  	 	59	 
			
	 6.02
	 	Conditions to the Borrowing of All Loans	  	 	62	 
		
	 SECTION 7. REPRESENTATIONS AND WARRANTIES
	  	 	63	 
			
	 7.01
	 	Power and Authority	  	 	63	 
			
	 7.02
	 	Authorization; Enforceability	  	 	64	 
			
	 7.03
	 	Governmental and Other Approvals; No Conflicts	  	 	64	 
			
	 7.04
	 	Financial Statements; Material Adverse Change	  	 	64	 
			
	 7.05
	 	Properties	  	 	64	 
			
	 7.06
	 	No Actions or Proceedings	  	 	69	 
			
	 7.07
	 	Compliance with Laws and Agreements	  	 	69	 
			
	 7.08
	 	Taxes	  	 	70	 
			
	 7.09
	 	Full Disclosure	  	 	70	 
			
	 7.10
	 	Investment Company Act and Margin Stock Regulation	  	 	70	 
			
	 7.11
	 	Solvency	  	 	70	 
			
	 7.12
	 	Subsidiaries	  	 	70	 
			
	 7.13
	 	[Reserved]	  	 	70	 
			
	 7.14
	 	Material Agreements	  	 	71	 
			
	 7.15
	 	Restrictive Agreements	  	 	71	 
			
	 7.16
	 	Real Property	  	 	71	 
			
	 7.17
	 	Pension Matters	  	 	71	 
			
	 7.18
	 	Regulatory Approvals	  	 	72	 
			
	 7.19
	 	Mortgages	  	 	73	 
			
	 7.20
	 	OFAC; Anti-Terrorism Laws	  	 	73	 
			
	 7.21
	 	Anti-Corruption	  	 	74	 
			
	 7.22
	 	Priority of Obligations	  	 	74	 
			
	 7.23
	 	Royalty and Other Payments	  	 	74	 
		
	 SECTION 8. AFFIRMATIVE COVENANTS
	  	 	74	 
			
	 8.01
	 	Financial Statements and Other Information	  	 	74	 
			
	 8.02
	 	Notices of Material Events	  	 	77	 
			
	 8.03
	 	Existence	  	 	79	 
			
	 8.04
	 	Payment of Obligations	  	 	79	 
			
	 8.05
	 	Insurance	  	 	79	 


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 8.06
	 	Books and Records; Inspection Rights	  	 	79	 
			
	 8.07
	 	Compliance with Laws and Other Obligations	  	 	80	 
			
	 8.08
	 	Maintenance of Properties, Intellectual Property, Etc.	  	 	80	 
			
	 8.09
	 	Licenses	  	 	81	 
			
	 8.10
	 	Quarterly Calls	  	 	81	 
			
	 8.11
	 	Use of Proceeds	  	 	81	 
			
	 8.12
	 	Certain Obligations Respecting Subsidiaries; Further Assurances	  	 	81	 
			
	 8.13
	 	Termination of Non-Permitted Liens	  	 	83	 
			
	 8.14
	 	Board Materials	  	 	83	 
			
	 8.15
	 	[Reserved]	  	 	84	 
			
	 8.16
	 	Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc.	  	 	84	 
			
	 8.17
	 	ERISA Compliance	  	 	84	 
			
	 8.18
	 	Cash Management	  	 	84	 
			
	 8.19
	 	Post-Closing Obligations	  	 	85	 
		
	 SECTION 9. NEGATIVE COVENANTS
	  	 	86	 
			
	 9.01
	 	Indebtedness	  	 	86	 
			
	 9.02
	 	Liens	  	 	88	 
			
	 9.03
	 	Fundamental Changes and Acquisitions	  	 	91	 
			
	 9.04
	 	Lines of Business	  	 	92	 
			
	 9.05
	 	Investments	  	 	92	 
			
	 9.06
	 	Restricted Payments	  	 	94	 
			
	 9.07
	 	Payments of Indebtedness	  	 	95	 
			
	 9.08
	 	Change in Fiscal Year	  	 	95	 
			
	 9.09
	 	Sales of Assets, Etc.	  	 	96	 
			
	 9.10
	 	Transactions with Affiliates	  	 	97	 
			
	 9.11
	 	Restrictive Agreements	  	 	97	 
			
	 9.12
	 	Modifications and Terminations of Material Agreements and Organic Documents	  	 	98	 
			
	 9.13
	 	Outbound Licenses	  	 	99	 
			
	 9.14
	 	Sales and Leasebacks	  	 	99	 
			
	 9.15
	 	Hazardous Material	  	 	99	 
			
	 9.16
	 	Accounting Changes	  	 	99	 


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 9.17
	 	Compliance with ERISA	  	 	99	 
			
	 9.18
	 	Sanctions; Anti-Corruption Use of Proceeds	  	 	99	 
		
	 SECTION 10. FINANCIAL COVENANTS
	  	 	100	 
			
	 10.01
	 	Minimum Liquidity	  	 	100	 
			
	 10.02
	 	Minimum Net Sales	  	 	100	 
		
	 SECTION 11. EVENTS OF DEFAULT
	  	 	100	 
			
	 11.01
	 	Events of Default	  	 	100	 
			
	 11.02
	 	Remedies	  	 	104	 
			
	 11.03
	 	Additional Remedies	  	 	104	 
			
	 11.04
	 	Minimum Net Sales Covenant Cure	  	 	104	 
			
	 11.05
	 	[Reserved]	  	 	105	 
			
	 11.06
	 	Payment of Yield Protection Premium and Exit Fee	  	 	105	 
		
	 SECTION 12. THE ADMINISTRATIVE AGENT
	  	 	107	 
			
	 12.01
	 	Appointment and Duties	  	 	107	 
			
	 12.02
	 	Binding Effect	  	 	108	 
			
	 12.03
	 	Use of Discretion	  	 	108	 
			
	 12.04
	 	Delegation of Rights and Duties	  	 	109	 
			
	 12.05
	 	Reliance and Liability	  	 	109	 
			
	 12.06
	 	Administrative Agent Individually	  	 	110	 
			
	 12.07
	 	Lender Credit Decision	  	 	111	 
			
	 12.08
	 	Expenses; Indemnities	  	 	111	 
			
	 12.09
	 	Resignation of the Administrative Agent	  	 	112	 
			
	 12.10
	 	Release of Collateral or Guarantors	  	 	112	 
			
	 12.11
	 	Additional Secured Parties	  	 	113	 
			
	 12.12
	 	Agent May File Proofs of Claim	  	 	114	 
			
	 12.13
	 	[Reserved]	  	 	114	 
			
	 12.14
	 	Acknowledgements of Lenders	  	 	114	 
		
	 SECTION 13. GUARANTY
	  	 	117	 
			
	 13.01
	 	The Guaranty	  	 	117	 
			
	 13.02
	 	Obligations Unconditional	  	 	118	 
			
	 13.05
	 	Reinstatement	  	 	121	 
			
	 13.06
	 	Subrogation	  	 	121	 
			
	 13.07
	 	Remedies	  	 	122	 


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 13.08
	 	Instrument for the Payment of Money	  	 	122	 
			
	 13.09
	 	Continuing Guarantee	  	 	122	 
			
	 13.11
	 	General Limitation on Guarantee Obligations	  	 	123	 
		
	 SECTION 14. MISCELLANEOUS
	  	 	123	 
			
	 14.01
	 	No Waiver	  	 	123	 
			
	 14.02
	 	Notices	  	 	124	 
			
	 14.03
	 	Expenses, Indemnification, Etc.	  	 	124	 
			
	 14.04
	 	Amendments, Etc.	  	 	126	 
			
	 14.05
	 	Successors and Assigns	  	 	127	 
			
	 14.06
	 	Survival	  	 	130	 
			
	 14.07
	 	Captions	  	 	130	 
			
	 14.08
	 	Counterparts, Effectiveness	  	 	130	 
			
	 14.09
	 	Governing Law	  	 	130	 
			
	 14.10
	 	Jurisdiction, Service of Process and Venue	  	 	131	 
			
	 14.11
	 	Waiver of Jury Trial	  	 	131	 
			
	 14.12
	 	Waiver of Immunity	  	 	131	 
			
	 14.13
	 	Entire Agreement	  	 	131	 
			
	 14.14
	 	Severability	  	 	132	 
			
	 14.15
	 	No Fiduciary Relationship	  	 	132	 
			
	 14.16
	 	Confidentiality	  	 	132	 
			
	 14.17
	 	Interest Rate Limitation	  	 	133	 
			
	 14.18
	 	Judgment Currency	  	 	133	 
			
	 14.19
	 	USA PATRIOT Act	  	 	134	 
			
	 14.20
	 	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	  	 	134	 
			
	 14.21
	 	Certain ERISA Matters	  	 	134	 


  
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 TABLE OF CONTENTS 

(continued) 
  

 SCHEDULES AND EXHIBITS 
  

					
	Schedule 1	  	-	  	Loans Schedule
	Schedule 2	  	-	  	Products
	Schedule 3	  	-	  	Permitted Licenses
	Schedule 7.05(b)	  	-	  	Certain Intellectual Property
	Schedule 7.06(a)	  	-	  	Litigation
	Schedule 7.06(c)	  	-	  	Collective Bargaining Agreements
	Schedule 7.08	  	-	  	Taxes
	Schedule 7.12	  	-	  	Information Regarding Subsidiaries
	Schedule 7.14	  		  	Material Agreements
	Schedule 7.15	  	-	  	Restrictive Agreements
	Schedule 7.16	  	-	  	Real Property Owned or Leased by Obligors
	Schedule 7.17	  	-	  	Pension Matters
	Schedule 7.18(c)	  	-	  	Adverse Findings
	Schedule 7.23	  	-	  	Royalties and Other Payments
	Schedule 9.01	  		  	Existing Indebtedness
	Schedule 9.02	  		  	Existing Liens
	Schedule 9.05(a)	  	-	  	Existing Investments
	Schedule 9.09	  	-	  	Sale of Assets
	Schedule 9.10	  		  	Transactions with Affiliates
	Schedule 9.14	  	-	  	Existing Sales and Leasebacks
	Schedule 10	  		  	Covenant Net Sales
			
	Exhibit A	  	-	  	Form of Note
	Exhibit B	  	-	  	Form of Borrowing Notice
	Exhibit C	  	-	  	Form of Guarantee Assumption Agreement
	Exhibit D-1	  	-	  	 Form of U.S. Tax Compliance Certificate (For Foreign Lenders

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

	Exhibit D-2	  	-	  	 Form of U.S. Tax Compliance Certificate (For Foreign Participants

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

	Exhibit D-3	  	-	  	 Form of U.S. Tax Compliance Certificate (For Foreign Participants

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

	Exhibit D-4	  	-	  	 Form of U.S. Tax Compliance Certificate (For Foreign Lenders

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

	Exhibit E	  	-	  	Form of Compliance Certificate
	Exhibit F	  	-	  	Form of Assignment and Assumption
	Exhibit G	  	-	  	Form of Landlord Consent
	Exhibit H	  	-	  	Form of Intercompany Subordination Agreement
	Exhibit I	  	-	  	Form of Solvency Certificate
	Exhibit J	  	-	  	Form of Funding Date Certificate

  

  
 -vi- 












 CREDIT AGREEMENT AND GUARANTY 

CREDIT AGREEMENT AND GUARANTY, dated as of October 13, 2022 (this “Agreement”), among SCPHARMACEUTICALS
INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time hereunder (each a “Guarantor” and collectively, the
“Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent
for the Lenders (in such capacity, the “Administrative Agent”). 
 WITNESSETH: 

WHEREAS, the Borrower has requested that the Lenders provide a first priority senior secured term loan facility to the Borrower in an
aggregate principal amount of $100,000,000, consisting of (a) a $50,000,000 Tranche A Term Loan to be extended on the Closing Date, (b) a $25,000,000 Tranche B Term Loan to be extended on the Applicable Funding Date for the Tranche B Term
Loan and (c) a $25,000,000 Tranche C Term Loan to be extended on the Applicable Funding Date for the Tranche C Term Loan; and 

WHEREAS, the Lenders are willing, on the terms and subject to the conditions set forth herein, to provide such first priority senior secured
term loan facility. 
 NOW, THEREFORE, the parties hereto agree as follows: 

SECTION 1. 

DEFINITIONS 
 1.01 Certain
Defined Terms. As used herein, the following terms have the following respective meanings: 
 “Account Control Agreement
Completion Date” has the meaning set forth in Section 8.19(a). 

“Acquisition” means any transaction, or any series of related transactions, by which any Person (for purposes of this
definition, an “acquirer”) directly or indirectly, by means of amalgamation, consolidation, merger, purchase of assets, purchase of Equity Interests, or otherwise, (a) acquires all or substantially all of the assets of
any other Person, (b) acquires (including via licensing and in-licensing) an entire business line, product or unit or division of any other Person, (c) with respect to any other Person that is
managed or governed by a Board, acquires control of Equity Interests of such other Person representing more than fifty percent (50%) of the ordinary voting power (determined on a fully-diluted basis) for the election of directors of such
Person’s Board, (d) acquires control of more than fifty percent (50%) of the Equity Interests in any other Person (determined on a fully-diluted basis) that is not managed by a Board or (e) the acquisition of, or the right to use,
make, have made, import, export, develop, sell or offer for sale (in each case, including through exclusive licensing), any product, product line or Intellectual Property of or from any other Person, excluding, for the avoidance of doubt, non-exclusive licenses of Intellectual Property granted in the Ordinary Course. 











 “Administrative Agent” has the meaning set forth in the preamble
hereto. 
 “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any U.K.
Financial Institution. 
 “Affiliate” means, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Agreement” has the meaning set forth in the preamble hereto. 

“Allocable Amount” has the meaning set forth in Section 13.10(b). 

“Anti-Terrorism Laws” means any laws relating to terrorism or money laundering, including, (a) the Money
Laundering Control Act of 1986 (e.g., 18 U.S.C. §§ 1956 and 1957), (b) the Bank Secrecy Act of 1970 (e.g., 31 U.S.C. §§ 5311 – 5330), as amended by the Patriot Act, (c) the laws, regulations and Executive Orders
administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), (d) the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010 and implementing regulations by the
United States Department of the Treasury, (e) any law prohibiting or directed against terrorist activities or the financing of terrorist activities (e.g., 18 U.S.C. §§ 2339A and 2339B), or (f) any similar laws enacted in the
United States, the United Kingdom, the European Union, or any other jurisdictions in which the parties to this agreement operate, and all other present and future legal requirements of any Governmental Authority governing, addressing, relating to,
or attempting to eliminate, terrorist acts and acts of war. 
 “Applicable Availability Period” means the Tranche B
Availability Period or the Tranche C Availability Period, as the context may require. 
 “Applicable Commitment”
means the Tranche A Commitment, the Tranche B Commitment or the Tranche C Commitment, as the context may require. 
 “Applicable
Funding Condition” means the Tranche A Funding Condition, the Tranche B Funding Condition or the Tranche C Funding Condition, as the context may require. 

“Applicable Funding Date” means, with respect to each Applicable Commitment, the date on or prior to the expiration of
the Applicable Availability Period for such Applicable Commitment on which all conditions precedent set forth in Section 6.02 are satisfied or waived in accordance with the terms of this Agreement. 

“Applicable Margin” means (x) prior to the FUROSCIX Net Sales Trigger Date, a percentage equal to 8.75% and
(y) from and after the FUROSCIX Net Sales Trigger Date, a percentage equal to 8.25%. 
 “Arm’s Length
Transaction” means, with respect to any transaction, the terms of such transaction shall not be less favorable to the Borrower or any of its Subsidiaries than commercially reasonable terms that would be obtained in a transaction with a
Person that is an unrelated third party. 

  
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 “Asset Sale” has the meaning set forth in
Section 9.09. 
 “Assignment and Assumption” means an assignment and assumption entered
into by a Lender and an assignee of such Lender substantially in the form of Exhibit F, or such other form as agreed by the Administrative Agent. 

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

“Bail-In Legislation” means (a) 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, regulation, rule or requirement for such EEA Member Country from time to time that is described in the EU Bail-In Legislation Schedule; and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the
United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their Affiliates (other than through liquidation, administration or other insolvency proceedings). 

“Bailee Letter” means a bailee letter substantially in the form of Exhibit F to the Security Agreement. 

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy.” 

“Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the
Beneficial Ownership Regulation. 
 “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. 

“Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws
of the United States or otherwise) maintained for employees of any Obligor or Subsidiary thereof, or any such plan to which any Obligor or Subsidiary thereof is required to contribute on behalf of any of its employees or otherwise has any obligation
or liability, contingent or otherwise. 
 “Bloomberg” means Bloomberg Index Services Limited. 

“Board” means, with respect to any Person, the board of directors or equivalent management or oversight body of such
Person or any committee thereof authorized to act on behalf of such board (or equivalent body). 
 “Borrower” has
the meaning set forth in the preamble hereto. 

  
 -3- 












 “Borrower Party” has the meaning set forth in
Section 14.03(b). 
 “Borrowing” means the borrowing of the Loans on each Applicable
Funding Date. 
 “Borrowing Notice” means a written notice substantially in the form of Exhibit B. 

“Bringdown Date” means each date on which a Loan is advanced pursuant to Section 2.01 and
any other date the representations and warranties under the Loan Documents are required to be made (other than the Closing Date). 

“Business Day” means a day (other than a Saturday or Sunday) on which commercial banks are not authorized or required
to close in New York City. 
 “Business IT Assets” has the meaning set forth in
Section 7.05(b)(iv). 
 “Capital Lease Obligations” means, as to any Person, the
obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) any property by such Person as lessee, which obligations are required to be classified and accounted for as a capitalized lease
or finance lease on a balance sheet of such Person under GAAP, and for the purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP. 

“Casualty Event” means the damage, destruction or condemnation, as the case may be, of property of the Borrower or any
of its Subsidiaries in excess of $2,000,000. 
 “Change of Control” means an event or series of events (a) as a
result of which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Act, but excluding any of such person or its Subsidiaries, and any Person acting in its capacity as trustee, agent or
other fiduciary or administrator of any Plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that a person
or group shall be deemed to have “beneficial ownership” of all Equity Interests 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 Equity Interests of the Borrower entitled to vote for members of the Board of the Borrower on a fully-diluted basis (and taking into account all
such Equity Interests that such person or group has the right to acquire pursuant to any option right); (b) as a result of which, during any period of twelve (12) consecutive months, a majority of the members of the Board of the Borrower cease
to be composed of individuals (i) who were members of such Board on the first day of such period, (ii) who were elected, appointed or nominated to such Board, or whose election, appointment or nomination to such Board was approved, by
individuals referred to in clause (i) above constituting at the time of such election, appointment, nomination or approval at least a majority of such Board or equivalent governing body or (iii) who were elected, appointed or
nominated to such Board, or whose election, appointment or nomination to such Board was approved, by individuals referred to in clauses (i) and (ii) above constituting at the time of such election, appointment, nomination
or approval at least a majority of such Board; (c) that results in the sale of all or substantially all of the assets or businesses of the Borrower and its Subsidiaries, taken as a whole, or (d) except to the extent permitted by this
Agreement, that results in the Borrower’s failure to own, directly or indirectly, beneficially and of record, one-hundred percent (100%) of all issued and outstanding Equity Interests of each Subsidiary
Guarantor. 

  
 -4- 












 “Claims” means (and includes) any claim, demand, complaint,
investigation, grievance, action, application, suit, cause of action, order, charge, indictment, prosecution, judgement or other similar process, whether in respect of assessments or reassessments, debts, liabilities, expenses, costs, damages or
losses, contingent or otherwise, whether liquidated or unliquidated, matured or unmatured, disputed or undisputed, contractual, legal or equitable, including loss of value, professional fees, including fees and disbursements of legal counsel, and
all costs incurred in investigating or pursuing any of the foregoing or any proceeding relating to any of the foregoing. 

“Closing Date” means the date on which the conditions precedent specified in Section 6.01
are satisfied (or waived in accordance with Section 14.04). 
 “Closing Date Payoff” means
the repayment in full and termination of the Refinanced Facility and the release and termination of all Liens and Guarantees thereunder in a manner reasonably acceptable to the Administrative Agent. 

“CME” means CME Group Benchmark Administration Limited. 

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

“Collateral” means any real, personal and mixed property (including Equity Interests), whether tangible or intangible,
in which Liens are granted or purported to be granted to the Administrative Agent as security for the Obligations under any Loan Document on or after the Closing Date, including future acquired or created assets or property (or collectively, all
such real, personal and mixed property, as the context may require); provided that “Collateral” shall not include any Excluded Assets (as defined in the Security Agreement). 

“Commitment” means, with respect to each Lender, the obligation of such Lender to make Loans to the Borrower on each
Applicable Funding Date in accordance with the terms and conditions of this Agreement, which commitment is in the amount set forth opposite such Lender’s name in the Loans Schedule under the caption “Applicable Commitment”, as such
Schedule may be amended from time to time pursuant to an Assignment and Assumption or otherwise pursuant to this Agreement. The aggregate amount of Commitments on the Closing Date equals $100,000,000. 

“Commitment Termination Date” means (a) with respect to the Applicable Commitments of the Tranche B Term Loans,
September 30, 2024; and (b) with respect to the Applicable Commitments of the Tranche C Term Loans, December 31, 2024. 

“Company Competitor” means (i) any competitor of the Borrower or any of its Subsidiaries primarily operating in
the same line of business as the Borrower or any of its Subsidiaries and (ii) any of such competitor’s Affiliates (other than any Person that is a bona fide debt fund primarily engaged in the making, purchasing, holding or other investing
in commercial 

  
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loans, notes, bonds or similar extensions of credit or securities in the Ordinary Course) that are either clearly identifiable as an Affiliate of any such competitor on the basis of such
Person’s name or identified by name in writing by the Borrower to the Administrative Agent from time to time. Notwithstanding anything to the contrary contained in this Agreement, (a) the Administrative Agent shall not be responsible or
have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Company Competitor and (b) the Borrower, the Guarantors and the Lenders acknowledge and agree that the
Administrative Agent shall have no responsibility or obligation to determine whether any Lender or potential Lender is a Company Competitor and that the Administrative Agent shall have no liability with respect to any assignment or participation
made to a Company Competitor. 
 “Compliance Certificate” has the meaning set forth in
Section 8.01(d). 
 “Conforming Changes” means, with respect to the use, administration of
or any conventions associated with Term SOFR or any proposed Successor Rate, as applicable, any conforming changes to the definitions of “Term SOFR” and “Interest Period”, timing and frequency of determining rates and making
payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S. Government Securities Business Day”, timing of borrowing requests
or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent (in consultation with the Borrower), to reflect the adoption and implementation of such applicable
rate(s) and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not
administratively feasible or that no market practice for the administration of such rate exists, in such other manner of administration as the Administrative Agent determines (in consultation with the Borrower) is reasonably necessary in connection
with the administration of this Agreement and any other Loan Document). 
 “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. 

“Contracts” means any contract, license, lease, agreement, obligation, promise, undertaking, understanding,
arrangement, document, commitment, entitlement or engagement under which a Person has, or will have, any liability or contingent liability (in each case, whether written or oral, express or implied, and whether in respect of monetary or payment
obligations, performance obligations or otherwise). 
 “Control” means, in respect of a particular Person, the
possession by one or more other Persons, directly or indirectly, of the power to direct or cause the direction of the management or policies of such particular Person, whether through the ability to exercise voting power, by contract or otherwise.
“Controlling” and “Controlled” have meanings correlative thereto. 
 “Controlled
Account” has the meaning set forth in Section 8.18(a). 

  
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 “Copyright” means, whether registered or unregistered, all
copyrights (including with respect to published and unpublished works of authorship, software, website and mobile content, data, databases and other compilations of information), copyright registrations and applications for copyright registrations,
including all renewals, restorations, reversions and extensions thereof, moral rights, common law rights and all other rights whatsoever accruing thereunder or pertaining thereto throughout the world. 

“Credit Spread Adjustment” means 0.05% per annum. 

“Cure Expiration Date” has the meaning set forth in Section 11.04(a). 

“Daily Simple SOFR” means with respect to any applicable determination date means the SOFR published on such date on
the Federal Reserve Bank of New York’s website (or any successor source). 
 “Default” means any Event of
Default and any event that, upon the giving of notice, the lapse of time or both, would constitute an Event of Default. 

“Default Rate” has the meaning set forth in Section 3.02(b). 

“Defaulting Lender” means, subject to Section 2.07(b), any Lender, as determined by the
Administrative Agent, that (a) has failed to perform any of its funding obligations hereunder, including with respect to any Tranche A Commitments, any Tranche B Commitments or any Tranche C Commitments within three (3) Business Days of
the date required to be funded by it hereunder, (b) has notified the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations hereunder or (c) has, or has a direct or indirect parent company that
has, (i) become the subject of an Insolvency Proceeding, (ii) had a receiver, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a
custodian appointed for it, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or (iv) become the subject of a
Bail-In Action; provided, that, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interests in that Lender or any direct or indirect parent
company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs
of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a
Defaulting Lender under any one or more of clauses (a) through (c) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender
(subject to Section 2.07(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the
Borrower and each Lender promptly following such determination. 

  
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 “Deferred Acquisition Consideration” means any purchase price
adjustments, royalty, earn-out, milestone payments, contingent or other deferred payments of a similar nature (including any non-compete payments and consulting
payments) made in connection with any Permitted Acquisition or other acquisition or investment permitted under this Agreement. 

“Designated Jurisdiction” means any country or territory to the extent that such country or territory is the subject
of country- or territory-wide Sanctions. 
 “Disqualified Equity Interests” means, with respect to any Person, any
Equity Interest of such Person that, by its terms (or by the terms of any security or 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 or requires such Person to use efforts to redeem such Equity Interests (in each case, other than solely for (x) Qualified Equity Interests and (y) cash in lieu of fractional shares), including pursuant to a sinking
fund obligation or otherwise, (b) is redeemable at the option of the holder thereof (other than solely for (x) Qualified Equity Interests and (y) cash in lieu of fractional shares), in whole or in part, (c) provides for the
scheduled payments of dividends or other distributions in cash or other securities that would constitute Disqualified Equity Interests, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that
would constitute Disqualified Equity Interests, in each case, prior to the date that is ninety-one (91) days after the Maturity Date. 

“Disqualified Lender” means any Person that is a vulture fund, distressed debt purchaser or similar institution
whose primary business consists of purchasing or investing in persons that are highly financially distressed and insolvent or imminently insolvent. Notwithstanding anything to the contrary contained in this Agreement, (a) the Administrative
Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders and (b) the Borrower, the Guarantors and the
Lenders acknowledge and agree that the Administrative Agent shall have no responsibility or obligation to determine whether any Lender or potential Lender is a Disqualified Lender and that the Administrative Agent shall have no liability with
respect to any assignment or participation made to a Disqualified Lender. 
 “Division” has the meaning set forth in
Section 1.04. 
 “Dollars” and “$” means lawful money of the
United States of America. 
 “Domestic Subsidiary” means any Subsidiary that is a corporation, limited liability
company, partnership or similar business entity incorporated, formed or organized under the laws of the United States, any state of the United States or the District of Columbia. 

“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. 

  
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 “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 Transferee” means and includes (i) any commercial bank, (ii) any insurance company, (iii) any
finance company, (iv) any financial institution, (v) any Person that is a bona fide debt fund primarily engaged in the making, purchasing, holding or other investing in commercial loans, notes, bonds or similar extensions of credit or
securities in the Ordinary Course, (vi) with respect to any Lender, any of its Affiliates or such Lender’s or Affiliate’s managed funds or accounts, and (vii) any other “accredited investor” (as defined in Regulation D
of the Securities Act) that is principally in the business of managing investments or holding assets for investment purposes; provided that, an Eligible Transferee shall not include any Company Competitor, Disqualified Lender or Defaulting
Lender; provided; further that (A) neither clause (x) or (y) above shall apply retroactively to any Person that previously acquired an assignment or participation interest hereunder to the extent such Person was not a Company
Competitor or Disqualified Lender at the time of the applicable assignment or participation, as the case may be, and (B) with respect to both clauses (x) and (y) above, the Administrative Agent shall not have any duty or obligation to
carry out due diligence in order to identify or determine whether a Person would be excluded as an Eligible Transferee as a result of the application of either such proviso. 

“Employee Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is
subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA
or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”. 
 “Environmental
Claims” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, information request, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any
other Person, arising (a) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (b) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (c) in
connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment, arising out of a violation of Environmental Law or any Hazardous Materials Activity. 

“Environmental Law” means all laws (including common law and any federal, state, provincial or local governmental
law), rule, regulation, order, writ, judgment, notice, requirement, binding agreement, injunction or decree, whether U.S. or non-U.S., relating in any way to (a) environmental matters, including those
relating to any Hazardous Materials Activity; (b) the generation, use, storage, transportation or disposal of Hazardous Materials; or (c) to the extent related to Hazardous Materials Activity, occupational safety and health, industrial
hygiene, land use, natural resources or the protection of human, plant or animal health or welfare, in any manner applicable to the Borrower or any of its Subsidiaries or any Facility. 

  
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 “Environmental Liability” means any liability, contingent or
otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Obligor or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials
into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Equity Interests” means, with respect to any Person (for purposes of this defined term, an
“issuer”), all shares of, interests or participations in, or other equivalents in respect of such issuer’s capital stock, including all membership interests, partnership interests or equivalent, whether now outstanding
or issued after the Closing Date, and in each case, however designated and whether voting or non-voting. Notwithstanding the foregoing, in no event shall any Indebtedness convertible or exchangeable into
Equity Interests constitute “Equity Interests” hereunder. 
 “ERISA” means the United States Employee
Retirement Income Security Act of 1974, as amended. 
 “ERISA Affiliate” means any trade or business (whether or not
incorporated) under common control with any Obligor or Subsidiary thereof, within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412
of the Code or Section 302 of ERISA). 
 “ERISA Event” means (a) any of the events set forth in
Section 4043(c) of ERISA with respect to a Title IV Plan, excluding, however, events for which the 30-day notice period has been waived; (b) the applicability of the requirements of
Section 4043(b) of ERISA with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, to any Title IV Plan where an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is
reasonably expected to occur with respect to such plan within the following thirty (30) days; (c) a withdrawal by any Obligor or any ERISA Affiliate thereof from a Title IV Plan or the termination of any Title IV Plan resulting in liability
under Sections 4063 or 4064 of ERISA; (d) the withdrawal of any Obligor or any ERISA Affiliate thereof in a complete or partial withdrawal (within the meaning of Section 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any
potential liability therefore, or the receipt by any Obligor or any ERISA Affiliate thereof of notice from any Multiemployer Plan that it is insolvent pursuant to Section 4245 of ERISA; (e) the filing of a notice of intent to terminate,
the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Title IV Plan or Multiemployer Plan, but in the case of a multiple-employer plan or a
Multiemployer Plan, only once notice has been received from the plan administrator; (f) the imposition of liability on any Obligor or any ERISA Affiliate thereof pursuant to Sections 4062(e) or 4069 of ERISA or by reason of the application of
Section 4212(c) of ERISA; (g) the failure by any Obligor or any ERISA Affiliate thereof to make any required contribution to a Title IV Plan, or the failure to meet the minimum funding standard of Section 412 of the Code with respect
to any Title IV Plan (whether or not waived in accordance 

  
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with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430 of the Code with respect to any Title IV Plan or the failure to make any
required contribution to a Multiemployer Plan; (h) the determination that any Title IV Plan is considered an at-risk plan or a plan in endangered to critical status within the meaning of Sections 430, 431
and 432 of the Code or Sections 303, 304 and 305 of ERISA, but in the case of a multiple-employer plan or a Multiemployer Plan, only once notice has been received from the plan administrator; (i) an event or condition which might reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan; (j) the imposition of any liability under Title I or Title IV of
ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or any ERISA Affiliate thereof; (k) an application for a funding waiver under Section 303 of ERISA or an extension of any
amortization period pursuant to Section 412 of the Code with respect to any Title IV Plan, but in the case of a multiple-employer plan, only once notice has been received from the plan administrator; (l) the occurrence of a non-exempt prohibited transaction under Sections 406 or 407 of ERISA for which any Obligor or any Subsidiary thereof could reasonably be expected to be directly or indirectly liable; (m) a violation of the
applicable requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401(a) of the Code by any fiduciary or disqualified person for which any Obligor or any ERISA Affiliate thereof may be directly or
indirectly liable; (n) the occurrence of an act or omission which could reasonably be expected to give rise to the imposition on any Obligor or any ERISA Affiliate thereof of fines, penalties, taxes or related charges under Chapter 43 of the
Code or under Sections 409, 502(c), (i) or (1) or 4071 of ERISA; (o) the assertion of a material claim (other than routine claims for benefits) against any Title IV Plan or the assets thereof, but in the case of a multiple-employer plan,
only once notice has been received from the plan administrator, or against any Obligor or any Subsidiary thereof in connection with any such plan; (p) receipt from the IRS of notice of the failure of any Qualified Plan to qualify under
Section 401(a) of the Code, or the failure of any trust forming part of any Qualified Plan to fail to qualify for exemption from taxation under Section 501(a) of the Code that is not corrected under the IRS’s Employee Plans Compliance
Resolution System (EPCRS), but in the case of a multiple-employer plan, only once notice has been received from the plan administrator; (q) the imposition of any lien (or the fulfillment of the conditions for the imposition of any lien) on any
of the rights, properties or assets of any Obligor or any ERISA Affiliate thereof, in either case pursuant to Title I or IV, including Section 302(f) or 303(k) of ERISA or to Section 401(a)(29) or 430(k) of the Code; (r) the
engagement by any Obligor or any ERISA Affiliate in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; or (s) the establishment or amendment by any Obligor or any Subsidiary thereof of any “welfare
plan”, as such term is defined in Section 3(1) of ERISA, that provides post-employment welfare benefits in a manner that would increase the liability of any Obligor, other than payment of premiums otherwise required by section 4980B of the
Code. 
 “ERISA Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions
(including any installment payment thereof) to Title IV Plans and Multiemployer Plans, as set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. 

“Erroneous Payment” has the meaning assigned to it in Section 12.14(a). 

  
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 “Erroneous Payment Deficiency Assignment” has the meaning assigned
to it in Section 12.14(d). 
 “Erroneous Payment Impacted Loans” has the meaning assigned to it in
Section 12.14(d). 
 “Erroneous Payment Return Deficiency” has the meaning assigned to it in
Section 12.14(d). 
 “Erroneous Payment Subrogation Rights” has the meaning assigned to it in
Section 12.14(d). 
 “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time. 

“Event of Default” has the meaning set forth in Section 11.01. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder. 
 “Excluded Accounts” means (a) deposit accounts exclusively used for payroll, payroll Taxes and
other employee wage and benefit payments to or for the benefit of any Obligor’s employees in the Ordinary Course, (b) zero balance accounts swept no less frequently than weekly to a Controlled Account (including any such account where
payments pursuant to Medicaid, Medicare, TRICARE or other state or federal healthcare payor programs are deposited), (c) accounts (including trust accounts) used exclusively for bona fide escrow purposes, insurance or fiduciary purposes,
(d) cash collateral for Permitted Liens and (e) any other deposit accounts established after the Closing Date only for so long as, in the case of this clause (e), the amounts of deposit among all such deposit accounts do not exceed
$500,000 in the aggregate. 
 “Excluded Taxes” means any of the following Taxes imposed on or with respect to a
Recipient or required to be withheld or deducted from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and branch profits Taxes, in each case, (x) imposed as a result of such
Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (y) that are Other
Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date
on which (1) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 5.04(b)) or (2) such Lender changes its lending office, except
in each case to the extent that, pursuant to Section 5.03, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender
immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 5.03(f), and (d) any withholding Taxes imposed under FATCA. 

  
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 “Exit Fee” has the meaning assigned to such term in
Section 3.05. 
 “Facility” means any real property (including all buildings, fixtures or
other improvements located thereon) now, hereafter or heretofore owned, leased or operated by any Obligor or any of its Subsidiaries. 

“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 regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any
fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code. 

“FD&C Act” means the U.S. Food, Drug and Cosmetic Act, 21 U.S.C. §§ 301 et seq. (or any successor
thereto), as amended from time to time, and the rules and regulations issued or promulgated thereunder. 
 “FDA”
means the U.S. Food and Drug Administration and any successor thereto. 
 “Federal Funds Effective Rate” means, for
any day, the rate calculated by the Federal Reserve Bank of New York based on such day’s federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public
website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate; provided, that (a) if such day is not a Business Day, the Federal Funds Effective
Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds
Effective Rate for such day shall be the average rate charged to three (3) major banks on such day on such transactions as determined by the Administrative Agent; provided, further, that if the Federal Funds Effective Rate as so
determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. 
 “Fee
Letter” means the Fee Letter, dated as of the date of this Agreement, among the Borrower, the Lenders and the Administrative Agent. 

“FEMA” has the meaning set forth in Section 8.12(c). 

“Foreign Lender” means a Lender that is not a U.S. Person. 

“Foreign Plan” means any employee pension benefit plan, program, policy, arrangement or agreement maintained or
contributed to by any Obligor or any Subsidiary thereof with respect to employees employed outside the United States (other than any governmental arrangement). 

  
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 “Foreign Subsidiary” means any Subsidiary that is not a Domestic
Subsidiary. 
 “Funding Date Certificate” means a certificate substantially in the form of
Exhibit J. 
 “FUROSCIX” means the product further described on Schedule 2 attached
hereto, together with any improvements or modifications thereto, including any current or future pharmaceutical or biological product (including any product in development or that may be developed) that is derivative of or includes the subcutaneous
delivery of a formulation of furosemide or chemical variants (e.g., radioisomers, enantiomers, esters, salt forms, anhydrides, hydrates, polymorphs, metabolites) of furosemide.  

“FUROSCIX Net Sales Trigger Date” means the three (3) Business Days immediately following the date on which both
(i) Net Sales for the most recently ended trailing twelve (12) consecutive month period exceeded $100,000,000 and (ii) a Responsible Officer of the Borrower has delivered a certificate to the Administrative Agent certifying the
occurrence of the events in the immediately preceding clause (i) and providing evidence of the foregoing reasonably satisfactory to the Administrative Agent. 

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time,
set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board and in such other statements
by such other entity as may be in general use by significant segments of the accounting profession that are applicable to the circumstances as of the date of determination. All references to “GAAP” shall be to GAAP applied consistently
with the principles used in the preparation of the financial statements delivered pursuant to Section 6.01(d). 

“Going Concern Limitation” means a “going concern” or like qualification or exception or emphasis of matter
(other than a going concern qualification based solely on (i) the upcoming maturity date of the Loans occurring within 12 months of the date of such audit or (ii) a breach or anticipated breach of financial covenants under Sections
10.01 and 10.02) or any qualification or exception as to the scope of such audit in the report and opinion of certified public accountants, delivered with the audited financial statements pursuant to
Section 8.01(c). 
 “Governmental Approval” means any consent, authorization, approval,
order, license, franchise, permit, certification, accreditation, registration, clearance or exemption that is issued or granted by or from (or pursuant to any act of) any Governmental Authority, including any application or submission related to any
of the foregoing. 
 “Governmental Authority” means any nation, government, branch of power (whether executive,
legislative or judicial), state, province or municipality or other political subdivision thereof and any entity exercising executive, legislative, judicial, monetary, regulatory or administrative functions of or pertaining to government, including
regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, courts, bodies, boards, tribunals and dispute settlement panels, and other law-, rule- or
regulation-making organizations or entities of any state, territory, county, city or other political subdivision of any country, in each case whether U.S. or non-U.S. 

  
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 “Guarantee” of or by any Person (the
“guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation (the “primary obligations”)
of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such primary obligations or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the
owner of such primary obligations of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such primary
obligations or (d) as an account party in respect of any letter of credit or letter of guaranty (including any bank guarantee) issued to support such primary obligations; provided, that the term Guarantee shall not include
(x) endorsements for collection or deposit and (y) guarantees of operating leases, in each case, in the Ordinary Course. The amount of any Guarantee of any guarantor shall be deemed to be equal to the lower of (i) the stated or
determinable amount of the primary obligation in respect of which such Guarantee is made and (ii) the maximum amount for which such guarantor may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary
obligation and the maximum amount for which such guarantor may be liable are not stated or determinable, in which case the amount of such Guarantee shall be such guarantor’s maximum reasonably anticipated liability in respect thereof as
determined by the Borrower in good faith. 
 “Guarantee Assumption Agreement” means a Guarantee Assumption Agreement
substantially in the form of Exhibit C by an entity that, pursuant to Section 8.12(a), is required to become a “Subsidiary Guarantor.” 

“Guaranteed Obligations” has the meaning set forth in Section 13.01. 

“Guarantor” has the meaning set forth in the Preamble hereto. 

“Guarantor Payment” has the meaning set forth in Section 13.10(a). 

“Guaranty” means the Guaranty made by the Subsidiary Guarantors under Section 13 in favor of
the Secured Parties (including any Guaranty assumed by an entity that is required to become a “Subsidiary Guarantor” pursuant to a Guarantee Assumption Agreement). 

“Hazardous Material” means any chemical, material or substance, exposure to which is prohibited, limited or regulated
by any Governmental Authority or which may or would reasonably be expected to pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment. 

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving
any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, release, threatened release, discharge, placement, generation, transportation, processing, construction, treatment, abatement,
removal, remediation, disposal, recycling, disposition or handling of any Hazardous Materials, and any investigation, monitoring, corrective action or response action with respect to any of the foregoing. 

  
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 “Healthcare Laws” means, collectively, the FD&C Act, the Federal
Anti-Kickback Statute, the federal False Claims Act, and all Laws applicable to the coverage of prescription drugs pursuant to the Medicare and Medicaid programs, the TRICARE Program, and federal employee health benefit plans; and all rules and
regulations promulgated under or pursuant to any of the foregoing, including any state and non-U.S. equivalents. 

“Hedging Agreement” means any interest rate exchange agreement, foreign currency exchange agreement, commodity price
protection agreement or other interest or currency exchange rate or commodity price hedging arrangement. 
 “Immaterial
Subsidiary” means any Subsidiary of the Borrower that (a) individually constitutes or holds less than two and one half percent (2.5%) of the Borrower’s consolidated total assets and generates less than two and one half percent
(2.5%) of the Borrower’s consolidated total revenue, and (b) when taken together with all then existing Immaterial Subsidiaries, such Subsidiary and such Immaterial Subsidiaries, in the aggregate, would constitute or hold less than five
percent (5%) of the Borrower’s consolidated total assets and generate less than five percent (5%) of the Borrower’s consolidated total revenue, in each case of the foregoing clauses as of the last day of, or for, the most recently ended
fiscal period for which financial statements were required to have been delivered pursuant to 8.01(a) or (b). 

“IND” means an investigational new drug application submitted to the FDA pursuant to 21 C.F.R. Part 312 for allowance
to initiate human clinical trials in the United States, including all amendments that may be submitted with respect to the foregoing. 

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money,
(b) all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid (excluding interest penalties for late
payments under commercial contracts entered into in the Ordinary Course and, for the avoidance of doubt, which commercial contracts do not relate to obligations for borrowed money or purchase money indebtedness), (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding (A) any royalty
payments or similar payments based on a percentage of sales under any such license or other agreement and (B) deferred compensation and accounts payable incurred in the Ordinary Course and not overdue by more than forty-five (45) days or
otherwise being disputed in good faith), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person,
whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such
Person as an account party in respect of letters of credit and letters of guaranty, (j) obligations under any Hedging Agreement, currency swaps, forwards, futures or derivatives transactions, (k) all obligations, contingent or


  
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otherwise, of such Person in respect of bankers’ acceptances, (l) all milestone or similar payments of such Person under any license or other agreements (but excluding any such payments
based on a percentage of sales or revenues under any such license or other agreement), (m) any Disqualified Equity Interests of such Person, and (n) all other obligations required to be classified as indebtedness of such Person under GAAP. The
Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in
or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, no Permitted Warrant Transaction shall constitute “Indebtedness”.

 “Indemnified Party” has the meaning set forth in Section 14.03(b). 

“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 and (b) to the extent not otherwise described in clause (a), Other Taxes. 

“Insolvency Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority
relating to bankruptcy, reorganization, insolvency, administration, moratorium, liquidation, receivership, examinership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the
benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of any Person’s creditors generally or any substantial portion of such Person’s creditors, in each case undertaken under U.S.
federal or state or foreign law, including the Bankruptcy Code. 
 “Intellectual Property” means all intellectual
property or proprietary rights anywhere in the world, including any rights in or to Patents, Trademarks, Copyrights and Technical Information, in each case, whether U.S. or non U.S. 

“Intercompany Subordination Agreement” means a subordination agreement to be executed and delivered by each Obligor
and each of its Subsidiaries, pursuant to which all obligations in respect of any Indebtedness owing to any such Person by an Obligor shall be subordinated to the prior payment in full in cash of all Obligations, such agreement to be in
substantially the form attached hereto as Exhibit H. 
 “Interest Period” means (a) the period
commencing on and including the Closing Date and ending on but excluding the immediately subsequent Payment Date and (b) subsequently, each period commencing on and excluding the last day of the previous Interest Period for such Loan and ending
on but excluding the immediately subsequent Payment Date; provided however if such period shall end on a day that is not a Business Day, it shall be deemed to end on the next succeeding Business Day. 

“Interest Rate” means, for any Interest Period, a rate per annum equal to the sum of (a) the Applicable Margin
plus (b) Three-Month Term SOFR for such Interest Period, as may be increased pursuant to Section 3.02(b). 

  
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 “Invention” means any novel, inventive and useful art, apparatus,
method, process, machine (including any article or device), manufacture or composition of matter, or any novel, inventive and useful improvement in any art, method, process, machine (including article or device), manufacture or composition of
matter. 
 “Investment” means, for any Person: (a) the acquisition (whether for cash, property, services or
securities or otherwise) of any debt or Equity Interests, bonds, notes, debentures, partnership or other ownership interests or other securities of any other Person (including any “short sale” or any sale of any securities at a time when
such securities are not owned by the Person entering into such sale); (b) the making of any deposit with, or advance, loan, assumption of debt or other extension of credit to, or capital contribution in any other Person (including the purchase of
property from another Person subject to an understanding or agreement, contingent or otherwise, to resell such property to such Person); (c) the entering into of any Guarantee of, or other contingent obligation with respect to, Indebtedness or other
liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to such Person; or (d) an Acquisition. The amount of an Investment shall be the amount actually invested (which, in the case of any
Investment constituting the contribution of an asset or property, shall be based on such Person’s good faith estimate of the fair market value of such asset or property at the time such Investment is made), less the amount of cash received or
returned for such Investment, without adjustment for subsequent increases or decreases in the value of such Investment or write-ups, write-downs or write-offs with respect thereto; provided that in no
event shall such amount be less than zero or increase any basket or amount pursuant to Section 9.05 above the fixed amount set forth therein. 

“IRS” means the U.S. Internal Revenue Service or any successor agency, and to the extent relevant, the U.S. Department
of the Treasury. 
 “IT Assets” means technology devices, computers, software, servers, networks, workstations,
routers, hubs, circuits, switches, data communications lines, and all other information technology equipment, and all data stored therein or processed thereby, and all associated documentation. 

“Landlord Consent” means a Landlord Consent substantially in the form of Exhibit G. 

“Law” means, collectively, all U.S. or non-U.S. federal, state, provincial,
territorial, municipal or local statutes, treaties, rules, regulations, ordinances, codes or administrative or judicial precedents or authorities, and all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case having the force of law. 
 “Lenders” has
the meaning set forth in the preamble hereto. 
 “Lien” means any claim, mortgage, deed of trust, levy, charge,
pledge, hypothecation, assignment for security, security interest, license, lien, or other encumbrance of any kind, and any other security interest or any other agreements or arrangement having a similar effect, whether voluntarily incurred or
arising by operation of law or otherwise against any property, any conditional sale or other title retention agreement, and any lease in the nature of a security interest or any preferential arrangement that has the practical effect of creating a
security interest. 

  
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 “Loan” means each loan advanced by a Lender pursuant to
Section 2.01. 
 “Loan Documents” means, collectively, this Agreement, the Notes, the
Security Documents, the Fee Letter, any Guarantee Assumption Agreement, the Intercompany Subordination Agreement and any subordination agreement, intercreditor agreement or other present or future document, instrument, agreement or certificate
delivered to the Administrative Agent (for itself or for the benefit of any other Secured Party) in connection with this Agreement or any of the other Loan Documents, in each case, as amended or otherwise modified. 

“Loans Schedule” means Schedule 1 attached hereto. 

“Loss” means judgments, debts, liabilities, expenses, costs, damages or losses, contingent or otherwise, whether
liquidated or unliquidated, matured or unmatured, disputed or undisputed, contractual, legal or equitable, including loss of value, professional fees, including fees and disbursements of legal counsel on a full indemnity basis, and all costs
incurred in investigating or pursuing any Claim or any proceeding relating to any Claim. 
 “Majority Lenders”
means, at any time, Lenders having at such time in excess of fifty percent (50%) of the aggregate unused Commitments then in effect and the outstanding principal amount of the Loans at such time. The Commitments of any Defaulting Lender shall be
disregarded in determining Majority Lenders at any time. 
 “Malicious Code” means disabling codes or instructions,
spyware, Trojan horses, worms, viruses or other software routines that facilitate or cause unauthorized access to, or disruption, impairment, disablement, or destruction of, software, data or other materials. 

“Mandatory Prepayment” has the meaning set forth in Section 3.03(b)(i). 

“Margin Stock” means “margin stock” within the meaning of Regulations U and X. 

“Material Adverse Change” and “Material Adverse Effect” mean a material adverse change in or
effect on (a) the business, operations, financial condition, assets or liabilities of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Obligors, taken as a whole to perform their payment obligations under the Loan
Documents, as and when due, (c) the legality, validity, binding effect or enforceability of any Loan Document or (d) the rights, remedies and benefits available to, or conferred upon, the Administrative Agent or the Secured Parties under
any Loan Document. 
 “Material Agreement” means any Contract designated by the Lenders as a “Material
Agreement” prior to the Closing Date solely to the extent that the absence or termination of such Contract would reasonably be expected to result in a Material Adverse Effect or in a material adverse effect on any Product Commercialization and
Development Activities with respect to FUROSCIX. 

  
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 “Material Environmental Liability” means any Environmental Liability
that has had or could reasonably be expected to have a Material Adverse Effect. 
 “Material Indebtedness” means, at
any time, any Indebtedness of any Obligor or Subsidiary thereof, the outstanding principal amount of which, individually or in the aggregate, exceeds $5,000,000. 

“Material Intellectual Property” means all Intellectual Property that is owned by (or purported to be owned by) or
subject to a license, covenant not to sue or similar right for (or purported to be subject to a license, covenant not to sue or similar right for) the benefit of the Borrower or any of its Subsidiaries, whether as of or after the date hereof, in
each case, the loss of which could reasonably be expected to result in (i) a Material Adverse Effect or (ii) a material adverse effect on any Product Commercialization and Development Activities with respect to FUROSCIX. For the avoidance
of doubt, “Material Intellectual Property” includes all Intellectual Property embodied in and covering or related to the Products set forth on Schedule 2. 

“Material Product Authorizations” means any and all Product Authorizations, in each case, necessary to be held or
maintained by, or for the benefit of, any Obligor or any of its Subsidiaries for any Product Commercialization and Development Activities with respect to FUROSCIX. 

“Material Real Property” shall mean any real property owned in fee by the Borrower or any other Obligor (or owned by
any person required to become an Obligor hereunder) (a) with a fair market value in excess of $10,000,000 and (b) not located in an area determined by the U.S. Federal Emergency Management Agency (or any successor agency) to be located in
a special flood hazard area. 
 “Material Subsidiary” means any Subsidiary of the Borrower that is not an Immaterial
Subsidiary. 
 “Maturity Date” means October 13, 2027. 

“Maximum Rate” has the meaning set forth in Section 14.17. 

“Medicaid” means that government-sponsored entitlement program under Title XIX, P.L. 89-97 of the Social Security Act,
which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth on Section 1396, et seq. of Title 42 of the United States Code. 

“Medicare” means that government-sponsored insurance program under Title XVIII, P.L. 89-97, of the Social Security
Act, which provides for a health insurance system for eligible elderly and disabled individuals, as set forth at Section 1395, et seq. of Title 42 of the United States Code. 

“Minimum Liquidity Amount” means (i) from the Closing Date until the Applicable Funding Date of the Tranche B
Term Loans, $15,000,000 and (ii) from the Applicable Funding Date of the Tranche B Term Loans until the Maturity Date, $20,000,000. 

  
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 “Minimum Net Sales” means, with respect to each fiscal quarter end
where the covenant in Section 10.02 is tested, the amount set forth opposite such date on Schedule 10 under the caption “Minimum Net Sales”. 

“Minimum Net Sales Covenant” has the meaning set forth in Section 10.2. 

“Minimum Net Sales Cure Right” has the meaning set forth in Section 11.04(a). 

“Mortgage” means each mortgage, deed of trust and similar agreement or instrument creating a Lien on Material Real
Property made by any Obligor in favor of, or for the benefit of, the Administrative Agent for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Administrative Agent and the Borrower and containing such
provisions as shall be advisable under the law of the jurisdiction in which such mortgage or deed of trust is to be recorded, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time. 

“MSC Subsidiary” means a wholly owned Subsidiary incorporated in the Commonwealth of Massachusetts or the State of
Delaware solely for the purpose of holding Investments as a Massachusetts security corporation under 830 CMR 63.38B.1 of the Massachusetts tax code and applicable regulations (as the same may be amended, modified or replaced from time to time),
including, as of the Closing Date, scPharmaceuticals Securities Corporation. 
 “Multiemployer Plan” means any
multiemployer plan of the type described in Section 400l(a)(3) of ERISA, to which any Obligor or ERISA Affiliate makes or is obligated to make contributions, during the preceding five plan years has made or been obligated to make contributions,
or has any obligation or liability, contingent or otherwise. 
 “NDA” means (i) a new drug application
submitted to the FDA pursuant to Section 505(b) of the FD&C Act seeking authorization to market a new drug in the United States and (ii) all supplements and amendments that may be submitted with respect to any of the foregoing. 

“Net Cash Proceeds” means, (a) with respect to any Casualty Event experienced or suffered by any Obligor or any
of its Subsidiaries, the amount of cash proceeds received from time to time by or on behalf of such Person in respect thereof (other than the proceeds of any business interruption insurance) after deducting therefrom only (w) reasonable costs
and expenses related thereto incurred by such Obligor or such Subsidiary in connection therewith, (x) Taxes (including transfer Taxes or net income Taxes) paid or payable in connection therewith, (y) reasonable reserves established for
liabilities estimated to be payable in respect of such Casualty Event and deposited into escrow with a third party escrow agent on terms reasonably acceptable to the Administrative Agent or set aside in a separate deposit account that is subject to
a Control Agreement in favor of the Administrative Agent and (z) any amounts required to be used to prepay Permitted Indebtedness pursuant to Sections 9.01(j) and 9.01(l) secured by the assets subject to such Casualty Event (other than
(A) Indebtedness owing to the Administrative Agent or any Lender under this Agreement or the other Loan Documents and (B) Indebtedness assumed by the purchaser of such asset); and (b) with respect to any Asset Sale by any Obligor or
any of its Subsidiaries, the amount of cash proceeds received from time to time by or on 

  
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behalf of such Person in respect thereof after deducting therefrom only (w) reasonable costs and expenses related thereto incurred by such Obligor or such Subsidiary in connection therewith,
(x) Taxes (including transfer Taxes or net income Taxes) paid or payable in connection therewith, (y) reasonable reserves established for liabilities estimated to be payable in respect of such Asset Sale and deposited into escrow with a
third party escrow agent on terms reasonably acceptable to the Administrative Agent or set aside in a deposit account that is subject to a Control Agreement in favor of the Administrative Agent and (z) any amounts required to be used to prepay
Permitted Indebtedness pursuant to Sections 9.01(j) and 9.01(l) secured by the assets subject to such Asset Sale (other than (A) Indebtedness owing to the Administrative Agent or any Lender under this Agreement or the other Loan
Documents and (B) Indebtedness assumed by the purchaser of such asset); provided that, in each case of clauses (a) and (b), costs and expenses shall only be deducted to the extent, that the amounts so deducted
are (x) actually paid or payable to a Person that is not an Affiliate of any Obligor or any of its Subsidiaries and (y) properly attributable to such Casualty Event or Asset Sale, as the case may be; it being understood that “Net Cash
Proceeds” shall include, any cash received upon the sale or other disposition of any non-cash consideration received by any obligor in any Casualty Event or Asset Sale. 

“Net Sales” means, for any period, without duplication (a) (i) aggregate amounts invoiced for the sales of FUROSCIX in the United
States by the Borrower and its Subsidiaries and (ii) royalties received by the Borrower or any of its Subsidiaries from all licensing partners on the sales of FUROSCIX in the United States (but excluding any
one-time developmental, regulatory and/or commercial milestones), which in each case shall be calculated in accordance with GAAP, less, without duplication (b)(i) all normal and customary discounts of any type
or nature (such as cash discounts and quantity discounts), cash and non-cash coupons, retroactive price reductions, charge-back payments and rebates granted to managed care organizations or to federal, state
and local governments, their agencies, and purchasers and reimbursers or to customers; (ii) chargebacks, credits or allowances (including those granted on account of price adjustments, co-pay programs,
billing errors, damaged goods, rejections, outdated or returns of FUROSCIX, (including returned in connection with recalls or withdrawals)); (iii) government mandated rebates and other rebates, credits, allowances, fees, reimbursements and other
payments customarily given to wholesalers and other distributors (including retailers), buying groups or other institutions; (iv) taxes or duties levied on, absorbed or otherwise imposed on sale of FUROSCIX, including value-added taxes,
healthcare taxes or other governmental charges otherwise imposed upon the billed amount (to the extent not paid by the third party), and that portion of annual fees due under Section 9008 of the United States Patient Protection and Affordable
Care Act of 2010 (Pub. L. No. 111-48) and any other fee imposed by any equivalent applicable law, in each case as adjusted for rebates and refunds; (v) freight, postage, shipping, insurance costs and
third party distribution costs and expenses; (vi) allowances for uncollectible accounts accrued in the ordinary course of business; provided however, that if such amounts due under previously uncollectible accounts, such amounts recovered shall
be included in Net Sales; and (vii) customs duties and other governmental charges incurred for exportation or importation of FUROSCIX. Net Sales shall exclude any sales or transfers (a) not billed in arms-length transactions to third
parties or (b) where FUROSCIX is transferred to third parties for research and trials, samples, compassionate sales or use, or a patient assistance program when the consideration received by Borrower or any of its Subsidiaries, licensees or
sublicensees is less than the average cost of FUROSCIX plus ten percent (10%). 

  
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 “Net Sales Cure Payment” means, with respect to any calendar quarter
of the Borrower to which Section 10.02 applies, the greater of (a) the Net Sales Shortfall Amount and (b) $5,000,000. 

“Net Sales Shortfall Amount” means, with respect to any period to which Section 10.02
applies, the amount between (a) the Minimum Net Sales applicable for such test period and (b) the Net Sales for such test period. 

“Note” means a promissory note, in substantially the form of Exhibit A hereto, executed and delivered by the
Borrower to any Lender in accordance with Section 2.04. 
 “Notice of Intent to Cure Net Sales
Covenant” has the meaning set forth in Section 11.04(b). 
 “NY UCC”
means the UCC as in effect from time to time in New York. 
 “Obligations” means, with respect to any Obligor, all
amounts, obligations, liabilities, covenants and duties of every type and description owing by such Obligor to any Secured Party (including all Guaranteed Obligations) or any other indemnitee hereunder or any participant, arising out of, under, or
in connection with, any Loan Document, whether direct or indirect (regardless of whether acquired by assignment), absolute or contingent, due or to become due, whether liquidated or not, now existing or hereafter arising and however acquired, and
whether or not evidenced by any instrument or for the payment of money, including, without duplication, (a) if such Obligor is the Borrower, all Loans, (b) all interest, whether or not accruing after the filing of any petition in
bankruptcy or after the commencement of any insolvency, reorganization or similar proceeding, and whether or not a claim for post- filing or post-petition interest is allowed in any such proceeding, and (c) all other fees, expenses (including
fees, charges and disbursement of counsel), interest, Yield Protection Premium, Exit Fee, commissions, charges, costs, disbursements, indemnities and reimbursement of amounts paid and other sums chargeable to such Obligor under any Loan Document.
Notwithstanding the foregoing, amounts, obligations and liabilities under the Warrants, the Registration Rights Agreement or any other right to invest in the Equity Interests of the Borrower shall not be included in the defined term
“Obligations”. 
 “Obligors” means, collectively, the Borrower and the Subsidiary Guarantors and their
respective successors and permitted assigns. 
 “OFAC” has the meaning assigned to such term in the definition of
“Anti-Terrorism Laws.” 
 “Ordinary Course” means ordinary course of business or ordinary trade activities
that are customary for similar businesses in the normal course of their ordinary operations and not while in financial distress. 

“Organic Document” means, for any Person, such Person’s formation documents, including, as applicable, its
certificate of incorporation, by-laws, certificate of partnership, partnership agreement, certificate of formation, limited liability agreement, operating agreement and all shareholder agreements, voting
trusts and similar arrangements applicable to such Person’s Equity Interests, or any equivalent document of any of the foregoing. 

  
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 “Other Connection Taxes” means, with respect to any Recipient, Taxes
imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under,
received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan 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 Loan Document, except any such Taxes
that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.04). 

“Participant” has the meaning set forth in Section 14.05(e). 

“Participant Register” has the meaning set forth in Section 14.05(e). 

“Patents” means all provisional patent applications, patents and patent applications, the reissues, reexaminations,
divisionals, continuations, renewals, extensions, and continuations in part thereof, and all rights whatsoever accruing thereunder or pertaining to the foregoing throughout the world. 

“Patriot Act” has the meaning set forth in Section 14.19. 

“Payment Date” means (a) the last Business Day of each March, June, September and December of each year,
commencing on the first such date to occur after the Closing Date; provided, that if such date is not a Business Day, then on the immediately preceding Business Day; and (b) the Maturity Date. 

“Payment Notice” has the meaning set forth in Section 12.14(b). 

“Payment Recipient” has the meaning assigned to it in Section 12.14(a). 

“PBGC” means the United States Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor
entity performing similar functions. 
 “Perfection Certificate” means the Collateral, Perfection and Information
Certificate delivered pursuant to Section 6.01(c) to the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time. 

  
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 “Permitted Acquisition” means any Acquisition by the Borrower or any
of its Subsidiaries, whether by license, purchase, merger or otherwise; provided that: 
 (a) immediately prior to,
and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom; 

(b) such Acquisition shall comply in all material respects with all applicable Laws and all applicable Governmental Approvals;

 (c) in the case of any Acquisition of Equity Interests of another Person, after giving effect to such Acquisition, all
Equity Interests of such other Person acquired by the Borrower or any of its Subsidiaries shall be owned, directly or indirectly, beneficially and of record, by the Borrower or any of its Subsidiaries, and, the Borrower shall cause such acquired
Person to satisfy each of the actions set forth in Section 8.12 as and when required by such Section; 

(d) if such Acquisition is structured as the acquisition or in-licensing of the right
to use, make, have made, import, export, develop, sell or offer for sale, any product, product line or Intellectual Property of or from any other Person, such product, product line or Intellectual Property shall be acquired or in-licensed by an Obligor, shall be free and clear of Liens other than Permitted Liens and all other actions shall have been taken that are necessary or reasonably requested by the Administrative Agent to provide
and perfect a first priority Lien to the Administrative Agent in such Intellectual Property or Intellectual Property directed to such product or product line (in each case, subject to Permitted Liens); 

(e) on a Pro Forma Basis after giving effect to such Acquisition, the Borrower and its Subsidiaries shall be in compliance with
the financial covenants set forth in Section 10; 
 (f) to the extent that all or any portion of
the purchase price (including reasonable estimates of any Deferred Acquisition Consideration) for any such Acquisition is paid in cash, the amount thereof shall not exceed $15,000,000 in the aggregate with all other Permitted Acquisitions in any
fiscal year or $30,000,000 in the aggregate with all other Permitted Acquisitions at any time; 
 (g) to the extent that all
or any portion of the purchase price for any such Acquisition is paid in Equity Interests, all such Equity Interests shall be Qualified Equity Interests; 

(h) in the case of any such Acquisition that has a purchase price in excess of $25,000,000, (A) the Administrative Agent shall
have consented in writing to such Acquisition in its sole discretion (such consent not to be unreasonably withheld, conditioned or delayed) and (B) the Borrower shall provide to the Administrative Agent (i) at least ten (10) Business
Days’ prior written notice (or such shorter period as agreed by the Administrative Agent in its sole discretion) of any such Acquisition, together with summaries, prepared in reasonable detail, of all due diligence conducted by or on behalf of
the Borrower or the applicable Subsidiary, as applicable, prior to such Acquisition, in each case subject to customary confidentiality restrictions, (ii) subject to customary confidentiality restrictions, a copy of the draft purchase agreement
related to the proposed 

  
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Acquisition (and any related documents reasonably requested by the Administrative Agent), (iii) pro forma financial statements of the Borrower and its Subsidiaries (as of the last day of the most
recently ended fiscal quarter prior to the date of consummation of such Acquisition for which financial statements are required to be delivered pursuant to 8.01(a) or (b)) after giving effect to such Acquisition and
(iv) subject to customary confidentiality restrictions, any other information reasonably requested (to the extent available), by the Administrative Agent and available to the Obligors; and 

(i) no Obligor or any of its Subsidiaries (including any acquired Person) shall, in connection with any such Acquisition,
assume or remain liable with respect to (x) any Indebtedness of the related seller or the business, Person or assets acquired, except to the extent permitted pursuant to Section 9.01(l), (y) any Lien on any business,
Person or assets acquired, except to the extent permitted pursuant to Section 9.02, (z) any other liabilities that are not Indebtedness (including Tax, ERISA and environmental liabilities) and that are not otherwise
prohibited under this Agreement, except to the extent the assumption of such liabilities could not reasonably be expected to result in a Material Adverse Effect; provided that if such assumed liabilities exceed $1,000,000 in the aggregate,
the Administrative Agent shall have consented in writing to such Acquisition in its sole discretion. Any other such Indebtedness, liabilities or Liens not permitted to be assumed, continued or otherwise supported by any Obligor or Subsidiary thereof
hereunder shall be paid in full or released within thirty (30) days after the acquisition date (or such longer period of time as agreed by the Administrative Agent in its sole discretion) as to the business, Persons or properties being so
acquired on or before the consummation of such Acquisition. 
 “Permitted Bond Hedge Transaction” means any call or
capped call option (or substantively equivalent derivative transaction) relating to the Borrower’s common stock (or other securities or property following a merger event, reclassification or other similar fundamental change of the Borrower, or
adjustment with respect to the common stock of the Borrower) that is (A) purchased or otherwise entered into by the Borrower in connection with the issuance of any Permitted Convertible Debt, (B) settled in common stock of the Borrower (or
such other securities or property), cash or a combination thereof (such amount of cash determined by reference to the price of the Borrower’s common stock or such other securities or property), and cash in lieu of fractional shares of common
stock of the Borrower and (C) on terms and conditions customary for bond hedge transactions in respect of transactions related to public market convertible indebtedness (pursuant to a public offering or an offering under Rule 144A or Regulation
S of the Securities Act) as reasonably determined by the Borrower. For the avoidance of doubt, a Permitted Bond Hedge Transaction shall be treated as an Investment for all purposes under this Agreement. 

“Permitted Cash Equivalent Investments” means (a) marketable direct obligations issued or unconditionally
guaranteed by the United States or any member states of the European Union or any agency or any state thereof having maturities of not more than two (2) years from the date of acquisition, (b) commercial paper maturing no more than three
hundred sixty five (365) days after the date of acquisition thereof and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc., (c) certificates of deposit maturing


  
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no more than two (2) years after issue that are issued by any bank organized under the Laws of the United States, or any state thereof, or the District of Columbia, or any U.S. branch of a
foreign bank having, at the date of acquisition thereof, combined capital and surplus of not less than $500,000,000, (d) any money market or similar funds that exclusively hold any of the foregoing, and (e) other short term liquid investments
approved in writing by the Administrative Agent in its sole discretion. 
 “Permitted Convertible Debt” means
Indebtedness having a feature which entitles the holder thereof to convert or exchange all or a portion of such Indebtedness into Equity Interests of the Borrower; provided, that (i) such Permitted Convertible Debt shall (a) be
unsecured, (b) not be guaranteed by any Subsidiary of the Borrower, and (c) issued or incurred pursuant to an offering document and/or subscription agreement(s) containing disclosure that such Indebtedness is the Borrower’s senior
unsecured Indebtedness and will rank effectively junior in right of payment to any of the Borrower’s secured Indebtedness (including this Agreement and the Obligations) to the extent of the value of the assets securing such Indebtedness; and
structurally junior to all Indebtedness and other liabilities (including trade payables) of the Borrower’s Subsidiaries, (ii) Permitted Convertible Debt shall not include any financial maintenance covenants and shall only include
covenants, defaults and conversion rights that are customary for public market convertible indebtedness (pursuant to a public offering or an offering under Rule 144A or Regulation S of the Securities Act) as of the date of issuance, as determined by
the Borrower in its good faith judgment, (iii) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such Permitted Convertible Debt or would result therefrom, (iv) such Permitted Convertible
Debt shall not have a scheduled maturity date and shall not be subject to any mandatory repurchase or redemption (other than in connection with a customary conversion, change of control or “fundamental change” provision) earlier than 91
calendar days after the Maturity Date and any such repurchase or redemption right is subject to the repayment of the Term Loans, (v) such Permitted Convertible Debt shall not have an all-in-yield (excluding any arrangement, amendment, syndication, commitment, underwriting, structuring, ticking or other similar fees payable in connection therewith that are not generally shared with all of
the holders of such Indebtedness) greater than (1) 6.00% where such Permitted Convertible Debt is less than $100,000,000, (2) 4.80% where such Permitted Convertible Debt is less than $125,000,000 and is greater than or equal to $100,000,000 and (3)
4.00% where such Permitted Convertible Debt is less than or equal to $150,000,000 and is greater than or equal to $125,000,000 (with any original issue discount equated to interest based on the convertible debt maturity date and excluding any
additional or special interest that may become payable from time to time) and (vi) the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying as to the foregoing clauses
(i) through (v). 
 “Permitted Hedging Agreement” means a Hedging Agreement entered into by any Obligor in such
Obligor’s Ordinary Course for the purpose of hedging currency risks or interest rate risks (and not for speculative purposes) and (x) with respect to hedging currency risks, in an aggregate notional amount for all such Hedging Agreements
not in excess of $5,000,000 and (y) with respect to hedging interest rate risks, in an aggregate notional amount for all such Hedging Agreements not in excess of 50% of the aggregate principal amount of Loans outstanding at such time. 

  
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 “Permitted Indebtedness” means any Indebtedness permitted under
Section 9.01. 
 “Permitted Licenses” means:
(a) non-exclusive licenses of off-the-shelf software that is commercially available to the public, (b) intercompany
licenses, sublicenses or grants of rights for development, manufacture, production, commercialization (including commercial sales to end users), marketing, promotion, co-promotion, sales or distribution among
the Obligors, (c) any outbound non-exclusive license or sublicense for the use of (or covenant not to sue with respect to) Intellectual Property of any Obligor for development, manufacture, production,
commercialization (including commercial sales to end users), marketing, promotion, co-promotion, sales or distribution of any Product; provided, that, with respect to each such license or grant
described in clause (c) above, (i) such license or sublicense is entered into in the Ordinary Course (ii) no Event of Default has occurred or is continuing at the time of execution of such license or sublicense and (iii) such license,
sublicense or grant constitutes an Arm’s Length Transaction, the terms of which do not provide for a sale or assignment of Intellectual Property; (d) exclusive licenses for the use of the Intellectual Property of Borrower or any of its
Subsidiaries for discrete geographical areas outside the United States, (e) with the consent of Administrative Agent in writing (such consent not to be unreasonably withheld, delayed or conditioned), exclusive licenses (whether exclusive as to
geographical scope or otherwise) for the use of the Intellectual Property of Borrower or any of its Subsidiaries within the United States; provided, that, with respect to each such license described in this clauses (d) and (e), (i) any
such license could not result in a legal transfer of title of the licensed property; (ii) no Event of Default has occurred or is continuing at the time of execution of such license or sublicense; and (iii) such license constitutes an
Arm’s Length Transaction, the terms of which do not provide for a sale or assignment of Intellectual Property, (f) other licenses to which the Administrative Agent shall have consented to in writing, and (g) any non-exclusive or exclusive license of (or covenant not to sue with respect to) Intellectual Property or technology or a grant of rights for development, manufacture, production, commercialization (including
commercial sales to end users), marketing, co-promotion, or distribution existing on or contemplated as of the Closing Date, in each case, to the extent set forth on Schedule 3. 

“Permitted Liens” means any Liens permitted under Section 9.02. 

“Permitted Refinancing” means, with respect to any Indebtedness permitted to be refinanced, extended, renewed or
replaced hereunder, any refinancings, extensions, renewals and replacements of such Indebtedness; provided that such refinancing, extension, renewal or replacement shall not (i) increase the outstanding principal amount of the
Indebtedness being refinanced, extended, renewed or replaced, except by an amount equal to accrued interest and a reasonable premium on the debt being refinanced or other reasonable and customary fees and expenses reasonably incurred in connection
therewith, (ii) contain terms relating to outstanding principal amount, amortization, maturity, collateral security (if any) or subordination (if any), or other material terms that, taken as a whole, are less favorable in any material respect
to the Obligors and their respective Subsidiaries or the Secured Parties than the terms of any agreement or instrument governing such existing Indebtedness, (iii) have an applicable interest rate which does not exceed the greater of
(A) the rate of interest of the Indebtedness being replaced and (B) the then applicable market interest rate, (iv) contain any new requirement to grant any Lien or to give any Guarantee that was not an existing requirement of such
Indebtedness and (v) immediately after giving effect to such refinancing, extension, renewal or replacement, no Default or Event of Default shall have occurred and be continuing or would reasonably be expected to occur as a result thereof. 

  
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 “Permitted Warrant Transaction” means any call option, warrant or
right to purchase (or substantively equivalent derivative transaction) relating to the Borrower’s common stock (or other securities or property following a merger event, reclassification or other change of the common stock of the Borrower) sold
by the Borrower and with recourse to the Borrower only, substantially concurrently with any purchase and with respect to any purchase by the Borrower of a Permitted Bond Hedge Transaction and settled in common stock of the Borrower, cash or a
combination thereof (such amount of cash determined by reference to the price of the Borrower’s common stock or such other securities or property), and cash in lieu of fractional shares of common stock of the Borrower, with a strike price
higher than the strike price of the Permitted Bond Hedge Transaction. 
 “Person” means any individual, corporation,
company, voluntary association, partnership, limited liability company, joint venture, trust, unincorporated organization or Governmental Authority or other entity of whatever nature. 

“Prepayment Price” has the meaning set forth in Section 3.03(a)(i). 

“Principal Payment Date” means (i) the first Payment Date to occur after the third (3rd) anniversary of the Closing Date, (ii) thereafter, each Payment Date and, if applicable, (iii) the Maturity Date. 

“Pro Forma Basis” shall mean, with respect to the calculation of any financial ratio or financial covenant under
Section 10.01 or 10.02, as of any date, that pro forma effect will be given to the Transactions, any Acquisition, any issuance, incurrence, assumption or permanent repayment of Indebtedness (including
Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transaction and for which any such financial ratio is being calculated), all sales, transfers and other dispositions or discontinuance of any Subsidiary, line of
business or division, or any conversion of a Subsidiary Guarantor to Subsidiary or of a Subsidiary to a Subsidiary Guarantor, in each case that have occurred during the four consecutive fiscal quarter period of the Borrower being used to calculate
such financial ratio (the “Reference Period”), or subsequent to the end of the Reference Period but prior to such date or prior to or simultaneously with the event for which a determination under this definition is
made (including any such event occurring at an entity that became a Subsidiary after the commencement of the Reference Period), as if each such event occurred on the first day of the Reference Period. 

“Product” means (a) those pharmaceutical products (and described in reasonable detail) on Schedule 2
attached hereto, and (b) any current or future pharmaceutical or biological product developed, distributed, dispensed, imported, exported, labeled, promoted, manufactured, licensed, marketed, sold or otherwise commercialized by any Obligor
or any of its Subsidiaries, including any such product in development or which may be developed. 

  
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 “Product Authorizations” means any and all Governmental Approvals,
whether U.S. or non-U.S. (including all applicable NDAs, INDs, supplements, amendments, of any Regulatory Authority), in each case, necessary to be held or maintained by, or for the benefit of, any Obligor or
any of its Subsidiaries for the ownership, use or commercialization of any Product or for any Product Commercialization and Development Activities with respect thereto in any country or jurisdiction. 

“Product Commercialization and Development Activities” means, with respect to any Product, any combination of
research, development, testing, manufacture, formulation, import, use, sale, licensing, importation, exportation, shipping, storage, handling, design, labeling, marketing, promotion, supply, distribution, packaging, purchasing or other
commercialization activities, receipt of payment in respect of any of the foregoing (including, in respect of licensing, royalty or similar payments), or any similar or other activities the purpose of which is to commercially exploit such Product,
except for any of the foregoing activities or payments that would not reasonably be expected to be material to the Borrower and its Subsidiaries, taken as a whole. 

“Product Related Information” means, with respect to any Product, all books, records, lists, ledgers, files, manuals,
correspondence, reports, plans, drawings, data and other information of every kind (in any form or medium), and all techniques and other know-how, owned or possessed by the Obligors or any of their respective
Subsidiaries that are necessary or useful for any Product Commercialization and Development Activities relating to such Product, including (i) brand materials and packaging, customer targeting and other marketing, promotion and sales materials
and information, referral, customer, supplier and other contact lists and information, product, business, marketing and sales plans, research, studies and reports, sales, maintenance and production records, training materials and other marketing,
sales and promotional information and (ii) clinical data, information included or supporting any Product Authorization, any regulatory filings, updates, notices and correspondence (including adverse event and other pharmacovigilance and other
post-marketing reports and information, etc.), technical information, product development and operational data and records, and all other documents, records, files, data and other information, used in connection with the Product Commercialization
and Development Activities for such Product. 
 “Prohibited Payment” means any bribe, rebate, payoff, influence
payment, kickback or other payment or gift of money or anything of value (including meals or entertainment) to any officer, employee or ceremonial office holder of any government or instrumentality thereof, political party or supra-national
organization (such as the United Nations), any political candidate, any royal family member or any other person who is connected or associated personally with any of the foregoing that is prohibited under any Law for the purpose of influencing any
act or decision of such payee in his official capacity, inducing such payee to do or omit to do any act in violation of his lawful duty, securing any improper advantage or inducing such payee to use his influence with a government or instrumentality
thereof to affect or influence any act or decision of such government or instrumentality. 
 “Proportionate Share”
means, with respect to any Lender, the percentage obtained by dividing (a) the sum of the Commitment (or, if the Commitments are terminated, the outstanding principal amount of the Loans) of such Lender then in effect by (b) the sum of the
Commitments (or, if the Commitments are terminated, the outstanding principal amount of the Loans) of all Lenders then in effect. 

  
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 “Qualified Equity Interest” means, with respect to any Person, any
Equity Interest of such Person that is not a Disqualified Equity Interest. 
 “Qualified Plan” means an employee
pension benefit plan (as defined in Section 3(2) of ERISA) other than a Multiemployer Plan (i) that is or was at any time within the preceding five years maintained or sponsored by any Obligor or any ERISA Affiliate thereof or to which any
Obligor or any ERISA Affiliate thereof has within the preceding five years ever made, or was within the preceding five years ever obligated to make, contributions, and (ii) that is intended to be tax qualified under Section 401(a) of the
Code. 
 “Real Property Security Documents” means any Mortgages, Landlord Consents or Bailee Letters. 

“Recipient” means any Lender or any other recipient of any payment to be made by or on account of any Obligation. 

“Redemption Conditions” means, with respect to any principal payment by Borrower with respect to any Permitted
Convertible Indebtedness, satisfaction of each of the following events: (a) at the time of such payment, no Default or Event of Default shall exist, and (b) both immediately before and at all times after such redemption, the amount of cash
and Cash Equivalent Investments held in Controlled Accounts shall be not less than 100% of the outstanding Obligations. 

“Reference Period” has the meaning set forth in the definition of “Pro Forma Basis”. 

“Refinanced Facility” means the Indebtedness of the Borrower under and arising out of the Loan and Security Agreement,
dated as of September 17, 2019, as amended from time to time, among the Borrower, SLR Investment Corp. (f/k/a Solar Capital Ltd.), a Maryland corporation, as collateral agent, the lenders party thereto from time to time, including Silicon
Valley Bank. 
 “Register” has the meaning set forth in Section 14.05(d). 

“Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of the Closing Date, by and
among the Borrower and the purchasers identified therein. 
 “Regulation T” means Regulation T of the Board of
Governors of the Federal Reserve System, as amended. 
 “Regulation U” means Regulation U of the Board of Governors
of the Federal Reserve System, as amended. 
 “Regulation X” means Regulation X of the Board of Governors of the
Federal Reserve System, as amended. 

  
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 “Regulatory Authority” means any Governmental Authority, whether
U.S. or non-U.S., that has regulatory or supervisory oversight under applicable Laws with respect to any Product or any Product Commercialization and Development Activities including the FDA and all equivalent
Governmental Authorities, whether U.S. or non-U.S. 
 “Reinvestment” has the
meaning set forth in Section 3.03(b)(i). 
 “Reinvestment Period” has the meaning set
forth in Section 3.03(b)(i). 
 “Related Parties” has the meaning set forth in
Section 14.16. 
 “Repatriation” and “Repatriated” have the
meanings set forth in Section 3.03(f). 
 “Resignation Effective Date” has the meaning set
forth in Section 12.09(a). 
 “Resolution Authority” means an EEA Resolution Authority or,
with respect to any U.K. Financial Institution, a U.K. Resolution Authority. 
 “Responsible Officer” of any Person
means each of the president, chief executive officer, chief financial officer, treasurer, or senior vice president, finance of such Person. 

“Restricted Payment” means any dividend or other distribution (whether in cash, Equity Interests or other property)
with respect to any Equity Interests of any Obligor or any of its Subsidiaries, or any payment (whether in cash, Equity Interests or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such Equity Interests of any Obligor or any of its Subsidiaries, or on account of any return of capital to any Obligor or any of its Subsidiary’s stockholders, partners or members (or the
equivalent of any thereof), any payment of interest, principal or fees in respect of any Indebtedness owed by any Obligor or any of its Subsidiaries to any holder of any Equity Interests of any Obligor or any of its Subsidiaries or any option,
warrant or other right to acquire any such Equity Interests of any Obligor or any of its Subsidiaries; provided, that the issuance of, entry into (including any payments of premiums in connection therewith), performance of obligations under
(including any payments of interest), and conversion, exercise, repurchase, redemption, settlement or early termination or cancellation of (whether in whole or in part and including by netting or set-off) (in
each case, whether in cash, common stock of the Borrower or, following a merger event or other change of the common stock of Borrower, other securities or property), or the satisfaction of any condition that would permit or require any of the
foregoing, any Permitted Convertible Debt, any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction, including any payment or delivery in connection with a Permitted Warrant Transaction by (i) delivery of shares of the
Borrower’s common stock upon net share settlement thereof and any related purchase of such common stock required to be made in connection with such delivery, (ii) set-off or payment of an early
termination payment or similar payment thereunder, in each case, in the Borrower’s common stock upon any early termination thereof or (iii) in the event of cash settlement upon settlement, any payment of a cash settlement or equivalent
amount, in each case, shall not constitute a Restricted Payment by the Borrower or any Subsidiary. 

  
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 “Restrictive Agreement” means any Contract or other arrangement that
prohibits, restricts or imposes any condition upon (a) the ability of any Obligor or any of its Subsidiaries to create, incur or permit to exist any Lien upon any of its properties or assets (other than (x) customary provisions in
Contracts restricting the assignment thereof (including any leases and in-bound licenses of Intellectual Property) and (y) restrictions or conditions imposed by any Contract governing secured Permitted
Indebtedness permitted under Section 9.01(j), to the extent that such restrictions or conditions apply only to the property or assets securing such Indebtedness), or (b) the ability of any Obligor or any of its
Subsidiaries to make Restricted Payments with respect to any of their respective Equity Interests or to make or repay loans or advances to any other Obligor or any of its Subsidiaries or such other Obligor or to Guarantee Indebtedness of any other
Obligor or any of its Subsidiaries thereof or such other Obligor. 
 “Sanction” means any international economic or
financial sanction or trade embargo imposed, administered or enforced from time to time by the United States Government (including OFAC), the United Nations Security Council, the European Union or its Member States, Her Majesty’s Treasury or
other relevant sanctions authority where the Borrower or any of its Subsidiaries is located or conducts business. 
 “Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the United States Government (including OFAC), the United Nations Security Council, the European Union or its
Member States, Her Majesty’s Treasury or other relevant sanctions authority, (b) any Person organized or resident in a Designated Jurisdiction or (c) any Person fifty percent (50%) or more owned or is controlled by any such Person or
Persons described in the foregoing clauses (a) or (b). 
 “Scheduled Unavailability Date” has the
meaning set forth in Section 5.05(a)(ii). 
 “Secured Parties” means the Lenders, the
Administrative Agent and any of their respective permitted transferees or assigns. 
 “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. 
 “Security Agreement”
means the Security Agreement, delivered pursuant to Section 6.01(d), among the Obligors and the Administrative Agent, granting a security interest in the Obligors’ Collateral in favor of the Administrative Agent, for
the benefit of the Secured Parties. 
 “Security Documents” means, collectively, the Security Agreement, each
Short-Form IP Security Agreement, the Perfection Certificate, each Real Property Security Document, and each other security document, control agreement or financing statement required or recommended to perfect Liens in favor of the Secured Parties
for purposes of securing the Obligations. 
 “Short-Form IP Security Agreements” means short-form Copyright, Patent
or Trademark (as the case may be) security agreements substantially in the form of Exhibit C, D and E to the Security Agreement, entered into by one or more Obligors in favor of the Secured Parties, each in form and substance reasonably satisfactory
to the Administrative Agent (and as amended, modified or replaced from time to time). 

  
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 “Solvent” means, as to any Person as of any date of determination,
that on such date (a) the fair value of the assets of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured in the Ordinary Course, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities
beyond such Person’s ability to pay such debts and liabilities as they mature in the Ordinary Course and (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such
Person’s property would constitute an unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Person is engaged or is to engage. The amount of any contingent liability at any time shall
be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. 

“Subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation,
limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance
with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (i) of which securities or other ownership interests representing more than fifty percent (50%) of the equity or
more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests are, as of such date, owned, controlled or held, directly or indirectly, or
(ii) that is, as of such date, otherwise Controlled, by the parent or one or more direct or indirect subsidiaries of the parent or by the parent and one or more direct or indirect subsidiaries of the parent. Unless otherwise specified, all
references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 

“Subsidiary Guarantors” means each Domestic Subsidiary of the Borrower identified under the caption “SUBSIDIARY
GUARANTORS” on the signature pages hereto and each Domestic Subsidiary of the Borrower that becomes, or is required to become, a “Subsidiary Guarantor” after the date hereof pursuant to Section 8.12(a) or
8.12(b); provided, that the “Subsidiary Guarantors” shall not include any MSC Subsidiary. 
 “Successor
Rate” has the meaning set forth in Section 5.05(a)(ii)(B). 
 “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. 
 “Technical Information” means all Product Related Information and, with respect to any Products or
Product Commercialization and Development Activities, all related know-how, trade secrets and other proprietary or confidential information, any information of a scientific, technical, or business nature in
any form or medium, Invention disclosures, all documented research, developmental, demonstration or engineering work, algorithms, concepts, data, databases, designs, discoveries, methods, processes, protocols, chemistries, compositions, show-how,
specifications for Products, techniques, technology, and all improvements thereof and thereto, and all other technical data and information related thereto. 

  
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 “Term SOFR” means for any Interest Period the rate per annum equal
to the Term SOFR Screen Rate two U.S. Government Securities Business Days prior to the commencement of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such
determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case, plus the Credit Spread Adjustment for such Interest Period. 

“Term SOFR Replacement Date” has the meaning assigned to such term in
Section 5.05(a)(ii)(A). 
 “Term SOFR Screen Rate” means the forward-looking SOFR term
rate administered by CME (or any successor administrator satisfactory to the Administrative Agent) and published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by
the Administrative Agent from time to time). 
 “Termination Conditions” has the meaning set forth in
Section 13.03. 
 “Three-Month Term SOFR” means, with respect to any Interest Period, a
rate per annum equal to the greater of (x) one percent (1.00%) per annum and (y) the Term SOFR for a three-month interest period; provided, that if the Three-Month Term SOFR as so determined would be greater than three percent
(3.00%) per annum, Three-Month Term SOFR shall be deemed to equal three percent (3.00%) per annum for purposes of this Agreement. 

“Title IV Plan” means any employee pension benefit plan (other than a Multiemployer Plan) (i) that is or was at
any time within the preceding five years maintained or sponsored by any Obligor or any ERISA Affiliate thereof or to which any Obligor or any ERISA Affiliate thereof has within the preceding five years ever made, or was within the preceding five
years obligated to make, contributions, and (ii) that is or was subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA. 

“Trademarks” means, whether registered or unregistered, all trade names, trademarks and service marks, corporate
names, company names, logos, social media accounts, Internet domain names, URLs and other indicia of origin, and all registrations and applications for any of the foregoing, including (i) all renewals therefor and (ii) all rights
whatsoever accruing thereunder or pertaining thereto throughout the world, together, in each case, with the common law rights and goodwill associated therewith or symbolized thereby. 

“Tranche A Commitment” means, with respect to each Lender, the obligation of such Lender to make Tranche A Term Loans
to the Borrower on the Closing Date in accordance with the terms and conditions of this Agreement, which commitment is in the amount set forth opposite such Lender’s name in the Loans Schedule under the caption “Applicable Commitment”
for Tranche A Term Loans, as such Schedule may be amended from time to time pursuant to an Assignment and Assumption or otherwise. The aggregate amount of Tranche A Commitments on the date of this Agreement equals $50,000,000. 

  
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 “Tranche A Funding Condition” has the meaning set forth in the Loans
Schedule. 
 “Tranche A Term Loans” has the meaning assigned to such term in
Section 2.01(a)(i). 
 “Tranche B Availability Period” has the meaning set forth in the
Loans Schedule. 
 “Tranche B Commitment” means, with respect to each Lender, the obligation of such Lender to make
Tranche B Term Loans to the Borrower on the Applicable Funding Date for Tranche B Term Loans in accordance with the terms and conditions of this Agreement, which commitment is in the amount set forth opposite such Lender’s name in the Loans
Schedule under the caption “Applicable Commitment” for Tranche B Term Loans, as such Schedule may be amended from time to time pursuant to an Assignment and Assumption or otherwise. The aggregate amount of Tranche B Commitments on the date
of this Agreement equals $25,000,000. 
 “Tranche B Funding Condition” has the meaning set forth in the Loans
Schedule. 
 “Tranche B Term Loans” has the meaning assigned to such term in
Section 2.01(a)(ii). 
 “Tranche C Availability Period” has the meaning set forth in the
Loans Schedule. 
 “Tranche C Commitment” means, with respect to each Lender, the obligation of such Lender to make
Tranche C Term Loans to the Borrower on the Applicable Funding Date for Tranche C Term Loans in accordance with the terms and conditions of this Agreement, which commitment is in the amount set forth opposite such Lender’s name in the Loans
Schedule under the caption “Applicable Commitment” for Tranche C Term Loans, as such Schedule may be amended from time to time pursuant to an Assignment and Assumption or otherwise. The aggregate amount of Tranche C Commitments on the date
of this Agreement equals $25,000,000. 
 “Tranche C Funding Condition” has the meaning set forth in the Loans
Schedule. 
 “Tranche C Term Loans” has the meaning assigned to such term in
Section 2.01(a)(iii). 
 “Transactions” means (a) the negotiation, preparation,
execution, delivery and performance by each Obligor of this Agreement and the other Loan Documents to which such Obligor is (or is intended to be) a party, the making of the Loans hereunder, and all other transactions contemplated pursuant to this
Agreement and the other Loan Documents, including the creation of the Liens pursuant to the Security Documents, (b) the Closing Date Payoff and (c) the payment of all fees and expenses incurred or paid by the Obligors in connection with
the foregoing. 
 “UCC” means, with respect to any applicable jurisdictions, the Uniform Commercial Code as in
effect in such jurisdiction, as may be modified from time to time. 
 “U.K. Financial Institution” means any BRRD
Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time)
promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 

  
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 “U.K. Resolution Authority” means the Bank of England or any other
public administrative authority having responsibility for the resolution of any U.K. Financial Institution. 
 “United
States” or “U.S.” means the United States of America, its fifty states and the District of Columbia. 

“U.S. Government Securities Business Day” means any day, except for (i) a Saturday, (ii) a Sunday or
(iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. 

“U.S. Person” means a “United States Person” within the meaning of Section 7701(a)(30) of the Code.

 “U.S. Tax Compliance Certificate” has the meaning set forth in
Section 5.03(f)(ii)(B)(3). 
 “Warrants” means those certain Warrants, dated as of the
Closing Date, delivered to each of the Lenders (or their designated Affiliates) pursuant to Section 6.01(s). 

“Withholding Agent” means the Borrower and the Administrative Agent. 

“Write-Down and Conversion Powers” means, (a) 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, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel,
reduce, modify or change the form of a liability of any U.K. Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any
other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that
Bail-In Legislation that are related to or ancillary to any of those powers. 
 “Yield
Protection Premium” means with respect to any repayment or prepayment of all or any portion of the Loans or any requirement to repay or prepay any Loans, whether by optional or mandatory prepayment, acceleration or otherwise (in each
case other than any scheduled payments pursuant to Sections 3.01(a) or 3.01(b)) occurring (a) on or prior to October 13, 2024, an amount equal to the amount of interest (calculated on a net present value basis using a
discount rate equal to the Three-Month Treasury Rate as of the applicable date of such repayment or prepayment plus 0.50%) that would have been paid on the principal amount of the Loans being so repaid or prepaid for the period from and including
the date of such repayment or prepayment to but excluding October 13, 2024 (in each case, calculated on the basis of the interest rate with respect to the Loans that is in effect on the date of such repayment or prepayment and on the basis of
actual days elapsed over a year of three hundred sixty (360) days 

  
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(assuming for purposes of such calculation that, on each Payment Date occurring after the date of such repayment or prepayment, a portion of the interest with respect to such Loans is capitalized
in accordance with Section 3.02(d) on the applicable Payment Date)), plus three percent (3%) of the principal amount of the Loans being so repaid or prepaid, (b) at any time after October 13, 2024 but on or
prior to October 13, 2025, an amount equal to three percent (3%) of the aggregate outstanding principal amount of the Loans being so repaid or prepaid, (c) at any time after the October 13, 2025 but on or prior to October 13,
2026, an amount equal to one percent (1%) of the aggregate outstanding principal amount of the Loans being so repaid and (d) if the prepayment is made after October 13, 2026, zero percent (0%). 

1.02 Accounting Terms and Principles. Unless otherwise specified, all accounting terms used in each Loan Document shall be interpreted, and all
accounting determinations and computations thereunder (including under Section 10 and any definitions used in such calculations) shall be made, in accordance with GAAP. Unless otherwise expressly provided, all
financial covenants and defined financial terms shall be computed on a consolidated basis for the Borrower and its Subsidiaries, in each case without duplication. If the Borrower requests an amendment to any provision hereof to eliminate the effect
of (a) any change in GAAP or the application thereof or (b) the issuance of any new accounting rule or guidance or in the application thereof, in each case, occurring after the date of this Agreement, then the Lenders and Borrower agree
that they will negotiate in good faith amendments to the provisions of this Agreement that are directly affected by such change or issuance with the intent of having the respective positions of the Lenders and Borrower after such change or issuance
conform as nearly as possible to their respective positions as of the date of this Agreement and, until any such amendments have been agreed upon, (i) the provisions in this Agreement shall be calculated as if no such change or issuance has
occurred and (ii) the Borrower shall provide to the Lenders a written reconciliation in form and substance reasonably satisfactory to the Lenders, between calculations of any baskets and other requirements hereunder before and after giving
effect to such change or issuance. 
 1.03 Interpretation. For all purposes of this Agreement, except as otherwise expressly provided herein
or unless the context otherwise requires, 
 (a) the terms defined in this Agreement include the plural as well as the singular and vice
versa; 
 (b) words importing gender include all genders; 

(c) any reference to a Section, Annex, Schedule or Exhibit refers to a Section of, or Annex, Schedule or Exhibit to, this Agreement; 

(d) any reference to “this Agreement” refers to this Agreement, including all Annexes, Schedules and Exhibits hereto, and the words
herein, hereof, hereto and hereunder and words of similar import refer to this Agreement and its Annexes, Schedules and Exhibits as a whole and not to any particular Section, Annex, Schedule, Exhibit or any other subdivision; 

(e) references to days, months and years refer to calendar days, months and years, respectively; 

  
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 (f) all references herein to “include” or “including” shall be deemed to
be followed by the words “without limitation”; 
 (g) the word “from” when used in connection with a period of time
means “from and including” and the word “until” means “to but not including”; 
 (h) the words
“asset” and “property” shall be construed to have the same meaning and effect and to refer broadly to any and all assets and properties, whether tangible or intangible, real or personal, including cash, securities, rights under
contractual obligations and permits and any right or interest in any such assets or property; 
 (i) accounting terms not specifically
defined herein (other than “property” and “asset”) shall be construed in accordance with GAAP, subject to Section 1.02; 

(j) the word “will” shall have the same meaning as the word “shall”; 

(k) where any provision in this Agreement or any other Loan Document refers to an action to be taken by any Person, or an action which such
Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or, to the knowledge of such Person, indirectly; and 

(l) references to any Lien granted or created hereunder or pursuant to any other Loan Document securing any Obligations shall deemed to be a
Lien for the benefit of the Secured Parties. 
 Unless otherwise expressly provided herein, references to organizational documents, agreements (including
the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto permitted by the Loan Documents. Any definition or reference to any Law
shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. 
 Unless otherwise
specified in this Agreement, if any payment required to be made pursuant to the terms and conditions of any Loan Document falls due on a day which is not a Business Day, then such required payment date shall be extended to the immediately following
Business Day. For purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Obligors and their Subsidiaries will be deemed to be equal to 100% of the outstanding
principal amount thereof or payment obligations with respect thereto at the time of determination thereof, or with respect to any Hedging Agreements, the amount that would be payable if the agreement governing such Hedging Agreements were terminated
on the date of termination. 
 1.04 Division. For all purposes under the Loan Documents, in connection with any division or plan of division
under Delaware law (or any comparable event under a different jurisdiction’s laws) (a “Division”), if (a) any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a
different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its
existence by the holders of its Equity Interests at such time. 

  
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 1.05 Currency Generally. For purposes of determining compliance with Section 9 with
respect to the amount of any Indebtedness or Investment in a currency other than Dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of changes in rates of currency exchange occurring after the time such
Indebtedness or Investment is incurred, made or acquired (so long as such Indebtedness or Investment, at the time incurred, made or acquired, was permitted hereunder). 

SECTION 2. 
 THE
COMMITMENT AND THE LOANS 
 2.01 Loans. 

(a) On the terms and subject to the conditions of this Agreement, each Lender agrees: 

 

	 	(i)	 to make Loans to the Borrower in a principal amount equal to the amount of such Lender’s Tranche A
Commitment (“Tranche A Term Loans”), on the Closing Date; 


  

	 	(ii)	 to make Loans to the Borrower in a principal amount equal to the amount of such Lender’s Tranche B
Commitment (“Tranche B Term Loans”), on a date specified by the Borrower in accordance with Section 2.02 during the Applicable Availability Period for the Tranche B Term Loans;



  

	 	(iii)	 to make Loans to the Borrower in a principal amount equal to the amount of such Lender’s Tranche C
Commitment (“Tranche C Term Loans”), on a date specified by the Borrower in accordance with Section 2.02 during the Applicable Availability Period for the Tranche C Term Loans.



 (b) No amounts paid or prepaid with respect to any Loan may be reborrowed. 

(c) Any term or provision hereof (or of any other Loan Document) to the contrary notwithstanding, Loans made to the Borrower will be
denominated solely in Dollars and will be repayable solely in Dollars and no other currency. 
 2.02 Borrowing Procedures. (a) At least
one (1) Business Day prior to the Closing Date, for a Borrowing of Tranche A Term Loans occurring on the Closing Date, and (b) prior to 12:00 p.m. (Eastern Time) at least five (5) Business Days prior to any Applicable Funding Date
(after the Closing Date (or, in each case, such shorter period agreed by the Administrative Agent), the Borrower shall deliver to the Administrative Agent an irrevocable Borrowing Notice in the form of Exhibit B signed by a duly authorized
representative of the Borrower (which notice, if received by the Administrative Agent on a day that is not a Business Day or after 12:00 p.m. (Eastern time) on a Business Day, may be deemed to have been delivered on the next Business Day). Each
Borrowing of Tranche A Term Loans and Tranche C Term Loans shall be for the full amount of each of the Applicable Commitments and no Borrowing Notice for less than such full 

  
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amount shall be permitted. Tranche B Term Loans may borrowed in up to two Borrowings during the Applicable Availability Period for the Tranche B Term Loans, and each Borrowing of Tranche B Term
Loans shall be in a principal amount of not less than $15,000,000 (or such lower amount as the Administrative Agent may agree in its sole discretion) or, if less, the remaining aggregate amount of unfunded Tranche B Commitments then outstanding.
Each Borrowing Notice shall specify (i) the requested date of the Borrowing (which shall be a Business Day), (ii) the tranche of Term Loans to be Borrowed, (iii) the principal amount of Term Loans to be borrowed, and (iv) the
Borrower’s wire instructions (except to the extent there is a separate direction letter signed by a Responsible Officer of the Borrower providing such wire instructions). 

2.03 Funding of Borrowings. Promptly following receipt of any written Borrowing Notice the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof solely by wire transfer of immediately available funds, by
2:00 p.m. New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Upon receipt of all funds the Administrative Agent will make such Loans available to the Borrower
promptly by wire transfer of the amounts so received, in like funds, to an account designated by the Borrower in the applicable Borrowing Notice. 
 2.04
Notes. If requested by any Lender, the Loan of such Lender shall be evidenced by one or more Notes. The Borrower shall prepare, execute and deliver to the Lender such promissory note(s) substantially in the form attached hereto as
Exhibit A. 
 2.05 Use of Proceeds. The Borrower shall use the proceeds of the Loans for (a) the Closing Date Payoff,
(b) support of commercialization efforts for FUROSCIX and (c) other working capital and general corporate purposes, including the payment of fees and expenses associated with this Agreement. 

2.06 [Reserved]. 
 2.07 Defaulting Lenders.

 (a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting
Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law: 
 (i) Waivers
and Amendment. The Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 14.04. 

(ii) Reallocation of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the
account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 11 or otherwise, and including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to
Section 4.03), shall be applied at such time or times as may be determined by the Administrative 

  
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Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no
Default or Event of Default exists), to the funding of any Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so
determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Loans under this
Agreement; fourth, to the payment of any amounts owing to the Lenders as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach
of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower
against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided,
that, if (x) such payment is a payment of the principal amount of any Loans in respect of which that Defaulting Lender has not fully funded its appropriate share and (y) such Loans were made at a time when the conditions set forth
in Section 6.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of all non-Defaulting Lenders on a pro rata basis prior to being applied to the
payment of any Loans of that Defaulting Lender. Any payments, prepayments, repayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this
Section 2.07(a)(ii) shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto. 

(b) Defaulting Lender Cure. If the Borrower and the Administrative Agent agree in writing in their sole discretion that a Defaulting
Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will
cease to be a Defaulting Lender; provided, that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; provided,
further, that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that
Lender having been a Defaulting Lender. 
 (c) Certain Fees. No Defaulting Lender shall be entitled to receive any upfront fee set
forth in the Fee Letter for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such upfront fee that otherwise would have been required to have been paid to that Defaulting Lender). 

SECTION 3. 

PAYMENTS OF PRINCIPAL AND INTEREST, ETC. 

3.01 Scheduled Repayments and Prepayments Generally; Application. 

(a) Scheduled Repayments and Prepayments. The Borrower hereby promises to pay in cash to the Administrative Agent for the account of
each Lender (as such amounts may in each case be reduced from time to time in accordance with Section 3.03): (i) on each Principal Payment Date other than the Maturity Date, an amount equal to five percent (5%) of the
principal aggregate amount of Loans outstanding on the first such Principal Payment Date and (ii) on the Maturity Date, all outstanding Obligations (other than inchoate indemnity and expense reimbursement obligations for which no claim has been
made) in full, in each case of clauses (i) and (ii), together with the Exit Fee with respect to the principal amount of the Loans being repaid, accrued and unpaid interest and any other accrued and unpaid charges thereon
and all other obligations due and payable by the Borrower under this Agreement. No Yield Protection Premium shall be due in connection with any repayment made under this Section 3.01(a). 

  
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 (b) Going Concern Limitation. Notwithstanding
Section 3.01(a), in the event of a Going Concern Limitation, the Borrower shall pay in cash to the Administrative Agent for the account of each Lender an amount equal to twenty-five percent (25%) of the principal aggregate
amount of Loans outstanding at the time of such Going Concern Limitation (together with the Exit Fee on the principal so repaid, accrued and unpaid interest and any other accrued and unpaid charges thereon and all other obligations due and payable
by the Borrower under this Agreement) on each of the following dates: (i) within three (3) Business Days after delivery of the audit report pursuant to Section 8.01(c) containing such Going Concern Limitation and
(ii) on the last day of each of the immediately succeeding three full fiscal quarters. The Majority Lenders may elect, by notice to the Administrative Agent, to waive the requirements of this clause (b) with respect to any Going
Concern Limitation, in which case clause (a) shall apply notwithstanding the occurrence of such Going Concern Limitation. No Yield Protection Premium shall be due in connection with any repayment made under this
Section 3.01(b). 
 (c) Application of Payments. Except as otherwise provided in this Agreement, each
payment pursuant to this Section 3.01 (including each repayment and prepayment) by the Borrower (other than fees payable pursuant to the Fee Letter) will be deemed to be made ratably in accordance with the Lenders’
Proportionate Shares and applied ratably among each tranche of the Loans. On any date occurring prior to the Maturity Date that payment or prepayment in full of the Loans hereunder occurs, the Borrower shall pay in full all outstanding Obligations
(other than inchoate indemnity and expense reimbursement obligations for which no claim has been made), which shall include the Yield Protection Premium, if applicable and the Exit Fee. 

3.02 Interest. 
 (a) Interest
Generally. The outstanding principal amount of the Loans shall accrue interest from the date made to (but excluding) the date of repayment (whether by acceleration or otherwise and whether voluntary or mandatory) at the Interest Rate. 

(b) Default Interest. Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event of Default, the
Interest Rate shall increase (i) automatically, in the case of any Event of Default under Sections 11.01(a), 11.01(b) or 11.01(h) and (ii) upon the request of the Majority Lenders, in the case of any other Event
of Default, by two percent (2.0%) per annum (the Interest Rate, as increased pursuant to this Section 3.02(b), being the “Default Rate”); provided that, with
respect to the preceding clause (ii), the Majority Lenders may impose the Default Rate retroactively to the occurrence of such Event of Default. If any Obligation (including fees, costs and expenses payable hereunder) is not paid when due (giving
effect to any applicable grace period) under any applicable Loan Document, the amount thereof shall accrue interest at the Default Rate. 

  
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 (c) Interest Payment Dates. Accrued interest on the Loans shall be payable in arrears
on each Payment Date in cash, and upon the payment or prepayment of the Loans (on the principal amount being so paid or prepaid); provided that interest payable at the Default Rate shall also be payable in cash from time to time on demand by
the Administrative Agent. 
 (d) PIK Interest. Notwithstanding Section 3.02(c), so long as no Event of
Default has occurred and is continuing, at any time prior to the second anniversary of the Closing Date, the Borrower may pay an amount of interest on the outstanding principal amount of Loans corresponding to up to 300 basis points of the Interest
Rate then applicable pursuant to Section 3.02(a) in kind (in lieu of payment in cash for such portion, with the remainder to be paid in cash) on each applicable Payment Date, by irrevocable (except as permitted in the
immediately succeeding proviso) written election of the Borrower to the Administrative Agent, to be delivered either (i) at least six (6) Business Days (or such shorter period as the Administrative Agent may agree) prior to such Payment
Date or (ii) if the Borrower wishes to elect payment in kind on an annual basis, notification of such annual election at least five (5) Business Days (or such shorter period as the Administrative Agent may agree) prior to the first Payment
Date in the relevant calendar year, which notice shall specify the amount of interest on the outstanding principal amount of Loans that the Borrower elected to pay in kind; provided that the Borrower may revoke any such annual election upon
written notice to the Administrative Agent at least six (6) Business Days (or such shorter period as the Administrative Agent may agree) prior to any Payment Date during such annual period, which revocation shall be applicable to such Payment
Date and each Payment Date thereafter during the remainder of such annual period. The aggregate outstanding principal amount of the Loan shall be automatically increased without the need for any action by any Person and capitalized on such Payment
Date by the amount of such interest paid in kind in accordance with this Section 3.02(d). For the avoidance of doubt, the portion of the interest payable pursuant to Section 3.02(a) not paid in
kind shall be paid in cash. If any Event of Default has occurred and is continuing as of any such Payment Date, all interest accruing on the Loans shall be due and payable in cash in arrears on such Payment Date. 

3.03 Prepayments. 
 (a)
Optional Prepayments. 
 (i) Subject to prior written notice pursuant to clause (ii) below, the Borrower shall
have the right to optionally prepay in whole or in part the outstanding principal amount of the Loans and/or any tranche thereof (i.e., any of the Tranche A Term Loans, the Tranche B Term Loans and the Tranche C Term Loans) on any Business Day for
an amount equal to the sum of (A) the aggregate principal amount of the Loans being prepaid, (B) any accrued but unpaid interest on the principal amount of the Loans being prepaid, (C) any applicable Yield Protection Premium and
(D) the Exit Fee with respect to the principal amount of the Loans being 

  
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prepaid and (E) any other unpaid amounts then due and owing pursuant to this Agreement and the other Loan Documents, including any fees, costs, expenses and indemnities (other than inchoate
indemnity and expense reimbursement obligations for which no claim has been made) (such aggregate amount, the “Prepayment Price”); provided that each partial prepayment of principal of Loans shall be in an aggregate
amount at least equal to $5,000,000 and integral multiples of $1,000,000 in excess thereof (or, if less, the full remaining outstanding principal amount of the Loans). 

(ii) A notice of optional prepayment shall be effective only if received by the Administrative Agent not later than 2:00 p.m. (Eastern time)
on a date not less than three (3) (nor more than five (5)) Business Days prior to the proposed prepayment date; provided that a notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit
facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Each notice of optional prepayment shall specify the proposed prepayment date, the Prepayment Price, the principal amount to be prepaid, the
applicable tranche or tranches to be prepaid (if a partial prepayment) and any conditions to prepayment (if applicable). 
 (b) Mandatory
Prepayments. 
 (i) Mandatory Prepayments for Casualty Events or Asset Sales. Upon the occurrence of any Casualty Event or any
Asset Sale (other than pursuant to Section 9.09(a), (b), (c), (d), (e), (f), (m), (n) or (o)) for which the Net Cash Proceeds from such individual Casualty Event or Asset Sale exceeds $2,000,000, or which causes the
aggregate total of Net Cash Proceeds from all such Casualty Events or Asset Sales to exceed $5,000,000, the Borrower shall make a mandatory prepayment of the Loans, together with any accrued but unpaid interest (which for the avoidance of doubt
shall be paid in cash) on any principal amount of the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee (collectively, the “Mandatory Prepayment”), which Mandatory Prepayment shall be in an amount
equal to one hundred percent (100%) of the Net Cash Proceeds received by the Borrower or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event, as the case may be;
provided that, so long as no Event of Default has occurred and is continuing or shall result therefrom, if, within fifteen (15) Business Days following the receipt of such Net Cash Proceeds, a Responsible Officer of the Borrower delivers
to the Administrative Agent a written notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Asset Sale (which Net Cash Proceeds, in the case of an Asset Sale, shall be in an aggregate
amount of less than $5,000,000, and in the case of a Casualty Event, shall be in an aggregate amount of less than $10,000,000) or insurance proceeds or condemnation awards in respect of such Casualty Event, to reinvest in replacement assets, in the
case of a Casualty Event, or long-term assets, in the case of an Asset Sale, of the Borrower or any of its Subsidiaries (a “Reinvestment”), then such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation
awards in respect of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment to the extent such Net Cash Proceeds of such Asset Sale or insurance proceeds or condemnation awards in respect


  
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of such Casualty Event are actually applied for such purpose; provided, further, that, if such Casualty Event or Asset Sale occurs with respect to any Obligor, such Reinvestment
shall be made in the business of an Obligor; provided, further, that, in the event that Net Cash Proceeds have not been so applied within two hundred seventy (270) days following the receipt of such Net Cash Proceeds with respect
to an Asset Sale or within three hundred sixty-five (365) days following the receipt of such Net Cash Proceeds with respect to a Casualty Event (such applicable period, the “Reinvestment Period”) (or, if the Borrower or
any of its Subsidiaries has entered into a binding commitment prior to the last day of such Reinvestment Period to reinvest such proceeds no later than ninety-five (95) days following the last day of the Reinvestment Period, ninety-five
(95) days after the expiry of the Reinvestment Period), the Borrower shall no later than the end of such period make a Mandatory Prepayment in an aggregate amount equal to one hundred percent (100%) of the unused balance of such Net Cash
Proceeds received by any Obligor or any of its Subsidiaries with respect to such Asset Sale or insurance proceeds or condemnation awards in respect of such Casualty Event. Any such Mandatory Prepayment shall include any accrued but unpaid interest
on any principal amount of the Loans being prepaid (which for the avoidance of doubt shall be paid in cash) and any applicable Yield Protection Premium and Exit Fee. 

(ii) Mandatory Prepayments for Debt Issuances. Immediately upon receipt by any Obligor or any of its Subsidiaries of proceeds from any
issuance, incurrence or assumption of Indebtedness other than Indebtedness permitted by Section 9.01, on or after the Closing Date, the Borrower shall prepay the Loans and other Obligations in an amount equal to 100% of the
cash proceeds received, plus any accrued but unpaid interest on any principal amount of the Loans being prepaid (which for the avoidance of doubt shall be paid in cash) and any applicable Yield Protection Premium and Exit Fee. 

(iii) Mandatory Prepayment for Change of Control. Upon the occurrence of any Change of Control, the Borrower shall prepay all of the
Loans and Obligations, including any accrued but unpaid interest on the principal amount of the Loans being prepaid (which for the avoidance of doubt shall be paid in cash) and any applicable Yield Protection Premium and Exit Fee. 

(iv) Mandatory Prepayment for Net Sales Cure Payment. Any Net Sales Cure Payment shall be applied to the prepayment of all outstanding
Obligations (other than inchoate indemnity and expense reimbursement obligations for which no claim has been made), any accrued but unpaid interest on any principal amount of the Loans being prepaid (which for the avoidance of doubt shall be paid in
cash) and any applicable Yield Protection Premium and Exit Fee. 
 (v) Notice. The Borrower shall notify the Administrative Agent not
later than 2:00 p.m. (Eastern time) on a date not less than three (3) (nor more than five (5)) Business Days prior to any mandatory prepayment (or such shorter agreed by the Administrative Agent). Each notice of mandatory prepayment shall specify
the proposed prepayment date, the Prepayment Price, the principal amount to be prepaid and the subsection under which the prepayment is required. 

  
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 (c) Application. All optional prepayments of the Loans shall be applied in the manner
specified by the Borrower at the time of such prepayment, including to any principal installments on the Loans; provided that if not specified by the Borrower, optional prepayments of the Loans shall be applied to principal installments of
the Loans in the direct order of maturity. All mandatory prepayments of the Loans shall be applied to principal installments on the Loans in the inverse order of maturity. 

(d) Yield Protection Premium. Without limiting the foregoing, whenever the Yield Protection Premium is in effect and payable pursuant
to the terms hereof or any other Loan Document, such Yield Protection Premium shall be payable on each prepayment of all or any portion of the Loans, whether by optional or mandatory prepayment, acceleration or otherwise (other than any prepayment
pursuant to any scheduled amortization payment pursuant to Section 3.01(a) or 3.01(b)). 
 (e)
Prepayments. All prepayments shall be accompanied by accrued and unpaid interest on the principal amount of the Loans being prepaid (subject to any interest paid in kind pursuant to Section 3.02(d)), and any
applicable Yield Protection Premium and Exit Fee. 
 (f) [Reserved]. 

(g) Declined Payment. Notwithstanding anything in this Section 3.03 to the contrary, any Lender may elect, by
notice to the Administrative Agent prior to 12:00 p.m. (Eastern Time) at least one (1) Business Day prior to the required prepayment date, to decline all or any portion of any mandatory prepayment of its Loans pursuant to this
Section 3.03, in which case the aggregate amount of the prepayment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and used for any purpose not prohibited by this Agreement.

 3.04 Commitment Termination. Each Applicable Commitment shall terminate automatically without further action upon the earlier of
(a) the making by the Lenders of the Loans to which such Applicable Commitment relates on the Applicable Funding Date and (b) the last day of the Applicable Availability Period. The Borrower shall have the right at any time or from time to
time to terminate in full (but not in part) all of the then outstanding Applicable Commitments with respect to the Tranche B Term Loans and/or the Tranche C Term Loans; provided that the Borrower shall give the Lender and the Administrative
Agent at least three (3) Business Days’ notice of each such termination. Any notice of termination delivered pursuant to this Section 3.04 may state that such notice is conditional upon the effectiveness of other
credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of termination may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified date of termination) if such condition is not satisfied. The termination of any Applicable Commitment shall be permanent. 

3.05 Exit Fee. Upon any payment or prepayment in full or in part of the Loans hereunder, whether voluntary or involuntary, prior to, on or after
the Maturity Date or following the acceleration of the Obligations hereunder, including as a result of the commencement of any Insolvency Proceeding, the Borrower shall pay to each of the Lenders for its own account a fee


  
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equal to 2.0% of the aggregate principal amount of such Loans to be paid or prepaid or accelerated or otherwise becoming due (for the avoidance of doubt, including any portion of the principal
amount of such Loans attributable to paid in kind interest) (the “Exit Fee”). The Exit Fee shall be earned, due and payable immediately upon any such payment or prepayment, and shall be in addition to any accrued and unpaid
interest, reimbursement obligations, Yield Protection Premium or other amounts payable in connection therewith. 
 3.06 Original Issue
Discount. The Borrower and the Lenders acknowledge that the Loans will be treated as issued with original issue discount for U.S. federal income tax purposes, within the meaning of Section 1273 of the Code. The issue price, amount of
original issue discount, issue date and yield to maturity for the Loans may be obtained by submitting a written request for such information to the Borrower care of Senior Vice President, Finance at Rachael Nokes (which request shall also be sent
via email to rnokes@scpharma.com). 
 SECTION 4. 

PAYMENTS, ETC. 
 4.01
Payments. 
 (a) Payments Generally. Each payment of principal, interest and other amounts to be made by the Obligors
under this Agreement or any other Loan Document shall be made (i) in Dollars in cash, in immediately available funds, without deduction, set off or counterclaim, to the Administrative Agent, for the account of the respective Lenders to which
such payment is owed, to the deposit account of the Administrative Agent designated by the Administrative Agent by notice to the Borrower, and (ii) not later than 2:00 p.m. (Eastern time) on the date on which such payment is due (each such
payment made after such time on such due date may, in the Administrative Agent’s discretion, be deemed to have been made on the next succeeding Business Day). 

(b) Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and continuance of an Event of
Default, all payments shall be applied as follows: 
 (A) first, to the payment of that portion of the Obligations constituting
unpaid fees, indemnities, expenses or other amounts (including fees and disbursements and other charges of counsel payable under Section 14.03) payable to the Administrative Agent in its capacity as such; 

(B) second, to the payment of that portion of the Obligations constituting unpaid fees, indemnities, costs, expenses and other amounts
(other than principal and interest, but including fees and disbursements and other charges of counsel payable under Section 14.03, any Yield Protection Premium and any Exit Fees) payable to the Lenders arising under
the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (B) payable to them; 

  
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 (C) third, to the payment of that portion of the Obligations constituting accrued
and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause (C) payable to them; 

(D) fourth, to the payment of that portion of the Obligations constituting unpaid principal of the Loans, ratably among the Lenders in
proportion to the respective amounts described in this clause (D) payable to them; 
 (E) fifth, in reduction of
any other Obligation then due and owing, ratably among the Administrative Agent and the Lenders based upon the respective aggregate amount of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable;
and 
 (F) sixth, the balance, if any, after all Obligations have been paid in full, to the Borrower or such other Person as may be
lawfully entitled to or directed by the Borrower to receive the remainder. 
 (c) Non-Business
Days. Unless otherwise specified in this Agreement, if the due date of any payment under this Agreement (whether in respect of principal, interest, fees, costs or otherwise) would otherwise fall on a day that is not a Business Day, such date
shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall continue to accrue and be payable for the period of such extension; provided that if such next succeeding
Business Day would fall after the Maturity Date, payment shall be made on the immediately preceding Business Day. 
 4.02 Computations. All
computations of interest and fees hereunder shall be computed on the basis of a year of three hundred and sixty (360) days and actual days elapsed during the period for which payable. 

4.03 Set-Off. 

(a) Set-Off Generally. Upon the occurrence and during the continuance of any Event of Default,
the Administrative Agent, each of the Lenders and each of their Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, any Lender and any of their Affiliates to or for the credit or the account of any Obligor against any and all of the Obligations, whether or
not such Person shall have made any demand and although such obligations may be unmatured; provided, that, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid
over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.07 and, pending such payment, shall be segregated by such Defaulting Lender from its
other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing
to such Defaulting Lender as to which it exercised such right of setoff. Any Person exercising rights of set off hereunder agrees promptly to notify the Borrower after any such set-off and application;
provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent, the Lenders and each of their Affiliates under this
Section 4.03 are in addition to other rights and remedies (including other rights of set-off) that such Persons may have. 

  
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 (b) Exercise of Rights Not Required. Nothing contained in
Section 4.03(a) shall require the Administrative Agent, any Lender or any of their Affiliates to exercise any such right or shall affect the right of such Persons to exercise, and retain the benefits of exercising,
any such right with respect to any other indebtedness or obligation of any Obligor. 
 (c) Payments Set Aside. To the extent that any
payment by or on behalf of any Obligor is made to the Administrative Agent or any Lender, or the Administrative Agent, any Lender or any Affiliate of the foregoing exercises its right of setoff pursuant to this
Section 4.03, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered
into by the Administrative Agent, such Lender or such Affiliate in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency Proceeding or otherwise, then (i) to the extent of such recovery, the
obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender severally agrees to pay to the
Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per
annum equal to the Federal Funds Effective Rate from time to time in effect. 
 SECTION 5. 

YIELD PROTECTION, TAXES, ETC. 
 5.01
Additional Costs. 
 (a) Change in Law Generally. If, on or after the date hereof (or, with respect to any Lender, such
later date on which such Lender becomes a party to this Agreement), the adoption of any Law, or any change in any Law, or any change in the interpretation or administration thereof by any court or other Governmental Authority charged with the
interpretation or administration thereof, or compliance by the Administrative Agent or any of the Lenders (or its lending office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, shall
impose, modify or deem applicable any reserve (including any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, contribution, insurance assessment or similar requirement, in each case that becomes
effective after the date hereof (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement), against assets of, deposits with or for the account of, or credit extended by, a Lender (or its lending office)
or shall impose on a Lender (or its lending office) any other condition affecting the Loans or the Commitment, and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining the Loans, or to reduce the amount
of any sum received or receivable by such Lender under this Agreement or any other Loan Document, or subject any Lender to any Taxes (other than (i) Indemnified Taxes, (ii) Taxes 

  
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described in clauses (ii) through (iv) of the definition of Excluded Taxes and (iii) Connection Income Taxes) on its loans, loan principal, letters of credit,
commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then the Borrower shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased
cost or reduction. 
 (b) Change in Capital Requirements. If a Lender shall have determined that, on or after the date hereof (or,
with respect to any Lender, such later date on which such Lender becomes a party to this Agreement), the adoption of any Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any
Governmental Authority charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, in each case that becomes effective
after the date hereof (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement), has or would have the effect of reducing the rate of return on capital of a Lender (or its parent) as a consequence of a
Lender’s obligations hereunder or the Loans to a level below that which a Lender (or its parent) could have achieved but for such adoption, change, request or directive by an amount reasonably deemed by it to be material, then the Borrower
shall pay to such Lender on demand such additional amount or amounts as will compensate such Lender (or its parent) for such reduction. 

(c) Notification by Lender. Each Lender promptly will notify the Borrower of any event of which it has knowledge, occurring after the
date hereof (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement), which will entitle such Lender to compensation pursuant to this Section 5.01. Before giving any such
notice pursuant to this Section 5.01(c) such Lender shall designate a different lending office if such designation (x) will, in the reasonable judgment of such Lender, avoid the need for, or reduce the amount
of, such compensation and (y) will not, in the reasonable judgment of such Lender, be materially disadvantageous to such Lender. A certificate of such Lender claiming compensation under this Section 5.01, setting forth
the additional amount or amounts to be paid to it hereunder, shall be conclusive and binding on the Borrower in the absence of manifest error. 

(d) Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, guidelines or directives thereunder or issued in connection therewith and (y) 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 constitute a change in Law for all purposes of this Section 5.01,
regardless of the date enacted, adopted or issued. 
 5.02 Illegality. Notwithstanding any other provision of this Agreement, in the event
that on or after the date hereof (or, with respect to any Lender, such later date on which such Lender becomes a party to this Agreement) the adoption of or any change in any Law or in the interpretation or application thereof by any competent
Governmental Authority shall make it unlawful for a Lender or its lending office to make or maintain the Loans (and, in the opinion of such Lender, the designation of a different lending office would either not avoid such


  
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unlawfulness or would be disadvantageous to such Lender), then such Lender shall promptly notify the Borrower thereof, following which if such Law shall so mandate, the Loans shall be prepaid by
the Borrower on or before such date as shall be mandated by such Law in an amount equal to the Prepayment Price (notwithstanding anything herein to the contrary, without any Yield Protection Premium or Exit Fee) applicable on such prepayment date in
accordance with Section 3.03(a). 
 5.03 Taxes. 

(a) Payments Free of Taxes. Any and all payments by or on account of any Obligation shall be made without deduction or withholding for
any Taxes, except as required by any Law. If any 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 Laws and, if such Tax is an Indemnified Tax,
then the sum payable by such Obligor shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this
Section 5) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. 

(b) Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with
applicable Laws, or at the option of the Administrative Agent, timely reimburse it for the payment of, any Other Taxes. 
 (c) Evidence
of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 5, the Borrower shall deliver to the Administrative Agent the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

(d) Indemnification by the Borrower. The Borrower shall indemnify each Recipient, within ten (10) days after demand therefor, for
the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 5) payable or paid by such Recipient or required to be withheld or deducted
from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified 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 the Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive absent manifest error. 

(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after
demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the


  
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Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 14.05(e) 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 the Administrative Agent in connection with any Loan 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 the Administrative Agent shall be conclusive absent manifest
error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source
against any amount due to the Administrative Agent under this Section 5.03(e). 
 (f) Status of Lenders.

 (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan
Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or
the Administrative 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 the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative 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 (2) sentences, the completion, execution and submission of such documentation (other than such documentation set forth in
Section 5.03(f)(ii)(A), (ii)(B), and (ii)(D)) 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. 
 (ii) Without limiting the generality of
the foregoing, in the event that the Borrower is a U.S. Person: 
 (A) any Lender that is a U.S. Person shall deliver to the Borrower and
the Administrative 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 or the Administrative Agent), executed copies of IRS Form W-9 (or successor form) certifying that such Lender is exempt from U.S. federal backup withholding tax; 

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative 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 or the Administrative
Agent), whichever of the following is applicable: 

  
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 (1) 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 Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E as applicable (or successor forms) 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 Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E as applicable (or
successor forms) 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; 

(2) executed copies of IRS Form W-8ECI (or successor form); 

(3) 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 D-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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a
“U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form
W-8BEN-E as applicable (or successor forms); or 
 (4) to
the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY (or successor form), accompanied by IRS Form W-8ECI (or successor form), IRS
Form W-8BEN or IRS Form W-8BEN-E (or successor form), a U.S. Tax Compliance Certificate, substantially in the form of Exhibit D-2 or D-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 D-4 on behalf of each such direct and indirect partner. 

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative 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 or the Administrative
Agent), executed copies of any other form prescribed by applicable Laws 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 Laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and 

(D) if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time
or times prescribed by law and at such time 

  
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or times reasonably requested by the Borrower or the Administrative 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 the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative 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, if any, to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after
the date of this Agreement. 
 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 the Borrower and the Administrative Agent in writing of its legal inability to do so. 

(g) Treatment of Certain Tax Refunds. If any party to this Agreement determines, in its sole discretion exercised in good faith, that
it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5 (including by the payment of additional amounts pursuant to this Section 5), it shall pay
to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 5 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to
such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 5.03(g) (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this
Section 5.03(g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 5.03(g) 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 5.03(g) 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. 

(h) Warrant. Each party hereto hereby acknowledges and agrees that the Tranche A Term Loans are part of an investment unit within the
meaning of Section 1273(c)(2) of the Code, which includes the Warrants. For federal income tax purposes, pursuant to Treasury Regulations § 1.1273-2(h), the Borrower, the Administrative Agent and the
Lenders acknowledge that the “issue price” of the Tranche A Term Loans is 98% of the stated principal amount of the Tranche A Term Loans, minus the Valuation of the Warrants (as that term is defined in Section 16 of the Warrants),
subject to any other adjustments required by applicable Law. Each of the Borrower, the Administrative Agent and the Lenders agree (i) to use the foregoing issue price and Valuation for U.S. federal income tax purposes with respect to the
transactions contemplated hereby, and (ii) to prepare and file all Tax returns in a manner consistent with such allocation (in each case, unless otherwise required by applicable Law). 

  
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 (i) CPDI. Each party hereto hereby acknowledges and agrees that, for U.S. federal and
applicable state and local income tax purposes, (i) each Loan issued prior to the FUROSCIX Net Sales Trigger Date shall be treated as a contingent payment debt instrument that is subject to the rules set forth in Treasury Regulations Section 1.1275-4 and that (ii) the portion of any interest payment made prior to the FUROSCIX Net Sales Trigger Date equal to the amount by which such interest payment exceeds the interest payment that
would be paid if such interest payment were made after the FUROSCIX Net Sales Trigger Date shall be treated as a payment of contingent interest under Section 871(h)(4) of the Code. The Borrower shall provide the projected payment schedule for
each Loan to the Administrative Agent as required under Treasury Regulations Section 1.1275-2(e) and Treasury Regulations Section 1.1275-4(b)(4)(iv); provided
however that the Borrower shall consult with, and consider in good faith any reasonable comments or proposals timely made by, the Administrative Agent regarding the projected payment schedule for each Loan. The parties hereto agree not to take any
position that is inconsistent with the provisions of this Section 5.03(i) on any Tax return or in any audit or other administrative or judicial proceeding unless otherwise required by applicable Law. 

5.04 Mitigation Obligations; Replacement of Lenders. 

(a) If the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the
account of any Lender pursuant to Section 5.01 or Section 5.03, then such Lender shall (at the request of the Borrower) use commercially reasonable efforts to designate a different lending
office for funding or booking its Loans hereunder or to assign and delegate its rights and obligations hereunder to another of its offices, branches or Affiliates if, in the sole reasonable judgment of such Lender, such designation or assignment and
delegation would (i) eliminate or reduce amounts payable pursuant to Section 5.01 or this Section 5.03, as the case may be, in the future, (ii) not subject such Lender to any
unreimbursed cost or expense and (iii) not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment and
delegation. 
 (b) If any Lender requests compensation pursuant to Section 5.01, or if the Borrower is required to
pay any Indemnified Taxes or additional amounts to any Lender or to any Governmental Authority for the account of any Lender pursuant to Section 5.01 or Section 5.03, and such Lender has declined
or is unable to designate a different lending office in accordance with Section 5.04(a), or if any Lender is a Defaulting Lender, then the Borrower may, at such Lender’s sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 14.05(b)) (other
than such Lender’s consent), all of its interests, rights (other than its existing rights to payments pursuant to Section 5.01 or Section 5.03) and obligations under this Agreement and the
related Loan Documents to any assignee permitted pursuant to Section 14.05(b) that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:
(i) the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 14.05(b); (ii) such Lender shall have received payment of an amount equal to (A) the outstanding
principal of its Loans, (B) accrued interest thereon, (C) accrued fees and (D) all other amounts payable to it hereunder and under the other Loan Documents from the 

  
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assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); (iii) in the case of any such assignment resulting from a
claim for compensation under Section 5.01 or payments required to be made pursuant to Section 5.03, such assignment will result in a reduction in such compensation or payments thereafter;
and (iv) such assignment does not conflict with applicable Law. A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply. 
 5.05 Inability to Determine Rates. 

(a) Replacement of Term SOFR or Successor Rate. Notwithstanding anything to the contrary in this Agreement or any other Loan Documents,
if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Majority Lenders notify the Administrative Agent (with, in the case of the Majority Lenders, a copy to the Borrower) that the
Borrower or Majority Lenders (as applicable) have determined, that: 
 (i) adequate and reasonable means do not exist for ascertaining Term
SOFR pursuant to the definition thereof, including because the Term SOFR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or 

(ii) CME or any successor administrator of the Term SOFR Screen Rate or a Governmental Authority having jurisdiction over the Administrative
Agent or such administrator with respect to its publication of Term SOFR, in each case acting in such capacity has made a public statement identifying a specific date after which three month interest periods of Term SOFR or the Term SOFR Screen Rate
shall or will no longer be representative or made available, or permitted to be used for determining the interest rate of U.S. dollar denominated syndicated loans or shall or will otherwise cease, provided that, at the time of such statement,
there is no successor administrator that is reasonably satisfactory to the Administrative Agent that will continue to provide such interest periods of Term SOFR after such specific date, (the latest date on which such interest periods of Term SOFR
or the Term SOFR Screen Rate are no longer representative or available permanently or indefinitely, the “Scheduled Unavailability Date”); 

then 
 (A) in the case of
events or circumstances of the type described in Section 5.05(a)(i), or (ii) affecting Term SOFR, on a date and time determined by the Administrative Agent (any such date, the “Term SOFR Replacement
Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and, solely with respect to clause (ii) above, no later than the Scheduled
Unavailability Date, Term SOFR will be replaced hereunder and under any other Loan Document with Daily Simple SOFR plus the Credit Spread Adjustment, in each case, without any amendment to, or further action or consent of any other party to,
this Agreement or any other Loan Document, and all interest payments on Loans with a Successor Rate of Daily Simple SOFR plus the Credit Spread Adjustment will be payable on the next Payment Date; or 

  
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 (B) (x) if the Administrative Agent reasonably determines that Daily Simple SOFR is
not available on or prior to the Term SOFR Replacement Date, or (y) if the events or circumstances of the type described in Section 5.05(a)(i), or (ii) affecting any Successor Rate are then in effect, then,
the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing the Interest Rate or any then current Successor Rate in accordance with this Section 5.05 with an alternative benchmark
rate giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in Dollars for such alternative benchmarks, and, in each case, including any mathematical or
other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar credit facilities syndicated and agented in the U.S. and denominated in Dollars for such benchmarks, which adjustment or method for
calculating such adjustment shall be published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated (and any such proposed rate, including for the avoidance
of doubt, any adjustment thereto, a “Successor Rate”), and any such amendment shall become effective at 5:00 p.m. on the fifth (5th) Business Day after the Administrative
Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Majority Lenders have delivered to the Administrative Agent written notice that such Majority Lenders object to such
amendment. 
 (b) The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of the
implementation of any Successor Rate. 
 (c) Any Successor Rate shall be applied in a manner consistent with market practice;
provided that to the extent such market practice is not administratively feasible for the Administrative Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent (in consultation
with the Borrower). 
 (d) Notwithstanding anything else herein, if at any time any Successor Rate as so determined would
otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents. 

(e) In connection with the implementation of a Successor Rate, the Administrative Agent will have the right to make Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this
Agreement; provided that, with respect to any such amendment effected, the Administrative Agent shall post each such amendment implementing such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment
becomes effective. 
 5.06 Survival. Each party’s obligations under this Section 5 shall survive the
resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all Obligations under any Loan Document. 

  
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 SECTION 6. 

CONDITIONS 
 6.01 Conditions to
the Closing Date. The effectiveness of this Agreement shall be subject the prior or concurrent satisfaction or waiver of each of the conditions precedent set forth below in this Section 6.01. 

(a) Loan Documents. The Administrative Agent shall have received each Loan Document required to be executed by the appropriate Obligor
on the Closing Date and delivered by each applicable Obligor in such number as reasonably requested by the Administrative Agent (which may be delivered by electronic means for the purposes of satisfying this clause (a) on the Closing Date) and
such Loan Documents shall be in form and substance satisfactory to the Administrative Agent and the Lenders and their respective counsels. 

(b) Secretary’s Certificate, Etc. The Administrative Agent shall have received from each Obligor (x) a copy of
a good standing certificate, dated a date reasonably close to the Closing Date, for each such Person and (y) a certificate, dated as of the Closing Date, duly executed and delivered by such Person’s Responsible Officer, as to: 

(i) resolutions of each such Person’s Board then in full force and effect authorizing the execution, delivery and performance of each
Loan Document to be executed by such Person and the Transactions; 
 (ii) the incumbency and signatures of Responsible Officers authorized
to execute and deliver each Loan Document to be executed by such Person; and 
 (iii) the full force and validity of each Organic Document
of such Person and copies thereof; 
 which certificates shall be in form and substance reasonably satisfactory to the Administrative Agent and upon which
the Administrative Agent and the Lenders may conclusively rely until they shall have received a further certificate of the Responsible Officer of any such Person updating the prior certificate of such Person. 

(c) Perfection Certificate. The Administrative Agent shall have received a fully completed Perfection Certificate in form and substance
reasonably satisfactory to the Administrative Agent, dated as of the Closing Date, duly executed and delivered by a Responsible Officer of the Borrower. All documents and agreements required to be appended to the Perfection Certificate, shall be in
form and substance reasonably satisfactory to the Administrative Agent, shall have been executed and delivered by the requisite parties and shall be in full force and effect. 

(d) Security Documents. The Administrative Agent shall have received executed counterparts of a Security Agreement, in form and
substance reasonably acceptable to the Administrative Agent, dated as of the Closing Date, duly executed and delivered by each Obligor, together with all documents (including share certificates, transfers and stock transfer forms, notices or any
other instruments) required to be delivered or filed under the Security 

  
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Documents and evidence satisfactory to it that arrangements have been made with respect to all registrations, notices or actions required under the Security Documents to be effected, given or
made in order to establish a valid and perfected first priority security interest in the Collateral in accordance with the terms of the Security Documents, including: 

(i) delivery of all certificates (in the case of Equity Interests that are certificated securities (as defined in the UCC)) evidencing the
issued and outstanding capital securities owned by each Obligor that are required to be pledged or otherwise secured and so delivered under the Security Documents, which certificates in each case shall be accompanied by undated instruments of
transfer duly executed in blank, or, in the case of Equity Interests that are uncertificated securities (as defined in the UCC), confirmation and evidence reasonably satisfactory to the Administrative Agent and the Lenders that the security interest
required to be pledged therein under the Security Agreement has been transferred to and perfected by the Administrative Agent and the Lenders in accordance with Articles 8 and 9 of the NY UCC and all laws otherwise applicable to the perfection of
the pledge of such Equity Interests; 
 (ii) financing statements naming each Obligor as a debtor and the Administrative Agent as the
secured party, or other similar instruments or documents, in each case suitable for filing, filed under the UCC (or equivalent law) of all jurisdictions as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the
Liens of the Secured Parties pursuant to the Security Agreement; 
 (iii) UCC-3 termination
statements, if any, necessary to release all Liens and other rights of any Person in any collateral described in the Security Agreement previously granted by any Person; 

(iv) all applicable Short-Form IP Security Agreements required to be provided under the Security Agreement, each dated as of the Closing Date,
duly executed and delivered by each applicable Obligor; 
 (v) the Intercompany Subordination Agreement or such other subordination
agreement in form and substance reasonably satisfactory to the Administrative Agent; and 
 (vi) to the extent required to be delivered
pursuant to the terms of the Security Documents, all instruments, documents and chattel paper in the possession of any of the Obligors, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative
Agent’s security interest in the Collateral. 
 (e) Financial Information, Etc. The Administrative Agent shall have received, or
such information shall be publicly available on “EDGAR”: 
 (i) audited consolidated financial statements of the Borrower and its
Subsidiaries for the fiscal year ended December 31, 2021; and 
 (ii) unaudited consolidated balance sheets of the Borrower and its
Subsidiaries for the fiscal quarter ended June 30, 2022, in each case, together with the related consolidated statement of operations, shareholder’s equity and cash flows for such fiscal quarter. 

  
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 (f) Solvency. The Administrative Agent shall have received a solvency certificate,
substantially in the form of Exhibit I, duly executed and delivered by the chief financial officer, or other Responsible Officer who is a financial officer, of the Borrower, dated as of the Closing Date, in form and substance reasonably
satisfactory to the Administrative Agent. 
 (g) Lien Searches. The Administrative Agent shall be satisfied with Lien searches
regarding the Borrower and the Subsidiary Guarantors made as of a date reasonably close to the Closing Date. 
 (h) Evidence of
Insurance. Receipt by the Administrative Agent of copies of insurance policies or certificates of insurance of the Obligors evidencing liability and casualty insurance meeting the requirements set forth in the Loan Documents, including, but not
limited to, naming the Administrative Agent as additional insured (in the case of liability insurance) or lender’s loss payee (in the case of hazard insurance) on behalf of the Secured Parties. 

(i) Opinions of Counsel. The Administrative Agent shall have received a duly executed legal opinion of counsel to the Obligors,
addressed the Administrative Agent and each Lender, dated as of the Closing Date, in form and substance reasonably acceptable to the Administrative Agent. 

(j) Fee Letter. The Administrative Agent shall have received an executed counterpart of the Fee Letter, duly executed and delivered by
the Borrower. 
 (k) Material Adverse Change. Since December 31, 2021, no event, circumstance or change shall have occurred that
has caused a Material Adverse Change. 
 (l) Know Your Customer. The Administrative Agent shall have received, as applicable, all
documentation and other information required by bank regulatory authorities under applicable “know your customer” and Anti-Terrorism Laws, in each case to the extent requested by the Administrative Agent in writing at least five
(5) Business Days prior to the Closing Date. 
 (m) No Default. No event shall have occurred or be continuing that would
constitute a Default or Event of Default. 
 (n) Representations and Warranties. The representations and warranties contained in this
Agreement and in the other Loan Documents delivered pursuant to Section 6.01(a) shall be true and correct in all material respects (unless such representations are already qualified by reference to materiality, Material Adverse
Effect or similar language, in which case such representations and warranties shall be true and correct in all respects) on and as of the Closing Date, except to the extent such representations and warranties specifically relate to an earlier date,
in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date. 

(o) Minimum Liquidity. The Administrative Agent shall have received written evidence reasonably satisfactory to it that, as of the
Closing Date, the Borrower is in compliance with Section 10.01. 

  
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 (p) Beneficial Ownership Certificate. To the extent requested by any Lender or
the Administrative Agent at least five (5) Business Days prior to the Closing Date, the Borrower shall have provided to such Lender and the Administrative Agent all documentation and other information so requested, including a duly executed IRS
Form W-9 or applicable IRS Form W-8 of the Borrower (or such other applicable tax form), in connection with applicable “know your customer” and anti-money
laundering rules and regulations, including the Patriot Act, and if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification, in each case prior to the Closing
Date. 
 (q) Payoff of Existing Credit Facility. The Refinanced Facility (other than contingent obligations (including
indemnification obligations) that by their terms are to survive the termination of the relevant loan documentation and debt instruments evidencing the Refinanced Facility) shall have been (or substantially concurrently with the Closing Date shall
be) repaid or satisfied and discharged, and in connection therewith all Guarantees and Liens shall have been released, on or prior to the Closing Date, on terms reasonably acceptable to the Administrative Agent and the Administrative Agent shall
have received an executed payoff letter in connection therewith in form and substance reasonably acceptable to the Administrative Agent. 

(r) Warrants. The Administrative Agent shall have received executed counterparts of the Warrants and the Registration Rights Agreement,
each duly executed and delivered by the Company, in each case in form and substance satisfactory to the Administrative Agent. 
 (s)
Tranche A Funding. The Tranche A Funding Condition shall have occurred, and the conditions under Section 6.02 shall have been satisfied with respect to the funding of the Tranche A Term Loans on the Closing Date. 

6.02 Conditions to the Borrowing of All Loans. The obligation of each Lender to make all Loans shall be subject to the delivery of a Borrowing
Notice as required pursuant to Section 2.02, and the prior or concurrent satisfaction or waiver of each of the conditions precedent set forth below in this Section 6.02: 

(a) Applicable Funding Date Certificate. The Administrative Agent shall have received a Funding Date Certificate substantially in the
form of Exhibit J dated as of the Applicable Funding Date, duly executed and delivered by a Responsible Officer of the Borrower. 

(b) Delivery of Notes. The Administrative Agent shall have received a Note to the extent requested by any Lender at least one
(1) Business Day prior to the Applicable Funding Date and pursuant to Section 2.04 for the Loans made on such Applicable Funding Date duly executed and delivered by a Responsible Officer of the Borrower. 

(c) Fees, Expenses, Etc. Each of the Administrative Agent and each Lender shall have received for its own account all fees, costs and
expenses due and payable to it on or prior to the Applicable Funding Date pursuant to the Fee Letter, Section 14.03, including all reasonable closing costs and fees and all unpaid reasonable expenses of the Administrative
Agent and the Lenders incurred in connection with the Transactions (including the Administrative Agent’s and the Lenders’ legal fees and expenses) in each case, to the extent invoiced (or as to which a good faith estimate has been provided
to the Borrower) at least two (2) Business Days prior to the Applicable Funding Date. 

  
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 (d) No Default or Event of Default. No event shall have occurred or be continuing or
would result from the making of the Loans on the Applicable Funding Date that would constitute a Default or Event of Default. 
 (e)
Representations and Warranties; Updated Schedules. The representations and warranties contained in this Agreement and in the other Loan Documents delivered pursuant to Section 6.01(a)
shall be true and correct in all material respects (unless such representations are already qualified by reference to materiality, Material Adverse Effect or similar language, in which case such representations and warranties shall be true and
correct in all respects) on and as of the Applicable Funding Date, except (i) to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and
correct in all material respects on and as of such earlier date and (ii) the representations and warranties made under Section 7.04(a) shall be deemed to refer to the most recent financial statements of the Borrower furnished to the
Administrative Agent pursuant to Section 8.01. The Borrower shall have delivered to the Administrative Agent updated copies of Schedules 7.06(c), 7.12, 7.16 and 7.17, to the extent required to satisfy the foregoing
requirements set forth in this Section 6.02(e). 
 (f) Applicable Funding Condition. The Applicable Funding
Condition shall have been satisfied as set forth on the Loans Schedule. 
 (g) Applicable Availability Period. The Loans shall be
borrowed on or prior to the last day of the Applicable Availability Period. 
 SECTION 7. 

REPRESENTATIONS AND WARRANTIES 

The Borrower and each other Obligor hereby jointly and severally represents and warrants to the Administrative Agent and each Lender on the
Closing Date and each Bringdown Date, as set forth below: 
 7.01 Power and Authority. Each Obligor and each of its Subsidiaries (i) is
duly organized and validly existing under the laws of its jurisdiction of organization, (ii) has all requisite corporate or other power, and has all Governmental Approvals necessary to own its assets and carry on its business as now being or as
proposed to be conducted, except to the extent that failure to have the same could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (iii) is qualified to do business and is in good standing
in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary except where failure so to qualify could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse
Effect, and (iv) has full power, authority and legal right to enter into and perform its obligations under each of the Loan Documents to which it is a party and, in the case of the Borrower, to borrow the Loans hereunder. 

  
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 7.02 Authorization; Enforceability. Each Transaction to which an Obligor is a party (or to
which it or any of its assets or properties is subject) are within such Obligor’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational action including, if required, approval
by all necessary holders of its Equity Interests. This Agreement has been duly executed and delivered by each Obligor and constitutes, and each of the other Loan Documents to which it is a party when executed and delivered by such Obligor will
constitute, a legal, valid and binding obligation of such Obligor, enforceable against such Obligor in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar
laws of general applicability affecting the enforcement of creditors’ rights and (ii) the application of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). 

7.03 Governmental and Other Approvals; No Conflicts. None of the execution, delivery and performance by each Obligor of the Loan Documents to
which it is a party or the consummation by each Obligor of the Transactions (i) requires any Governmental Approval of, registration or filing with, or any other action by, any Governmental Authority or any other Person, except for (x) such
as have been obtained or made and are in full force and effect, (y) filings and recordings in respect of perfecting or recording the Liens created pursuant to the Security Documents and (z) filings required under applicable securities
laws, (ii) will violate (1) any Law, (2) any Organic Document of any Obligor or any of its Subsidiaries or (3) any order of any Governmental Authority, that in the case of clause (ii)(1) or clause
(ii)(3), individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, (iii) will violate or result in a default under any Material Agreement binding upon any Obligor or any of its Subsidiaries or
(iv) will result in the creation or imposition of any Lien (other than Permitted Liens) on any asset of any Obligor or any of its Subsidiaries. 

7.04 Financial Statements; Material Adverse Change. 

(a) Financial Statements. The Borrower has heretofore furnished to the Administrative Agent (who shall forward to the Lenders)
consolidated financial statements required to be delivered pursuant to this Agreement. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower
and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements of the type described in
Section 8.01(a). 
 (b) No Material Adverse Change. Since December 31, 2021, no event, circumstance or
change has occurred that has caused, individually or in the aggregate, a Material Adverse Change. 
 7.05 Properties. 

(a) Property Generally. Each Obligor and each of its Subsidiaries has good and marketable fee simple title to, or valid leasehold
interests in, or license to, all its real and personal property material to its business, including (i) all properties and assets, whether tangible or intangible, relating to its Products or Product Commercialization and Development Activities
and (ii) all Material Intellectual Property, subject only to Permitted Liens. 

  
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 (b) Intellectual Property; IT Assets; Privacy. 

(i) Except as set forth in Schedule 7.05(b)(i), 

(A) the Obligors are the sole and exclusive legal and beneficial owners of all right, title and interest in and to all Material Intellectual
Property owned or purported to be owned by the Borrower or any of its Subsidiaries, free and clear of: 
 (1) any Claims that could
reasonably be expected to (x) as of the Closing Date, result in material liability to any of the Obligors or (y) as of any Bringdown Date, result in a Material Adverse Effect or a material adverse effect on any Product Commercialization
and Development Activities with respect to FUROSCIX, or 
 (2) any Liens other than Permitted Liens; and 

(B) the Obligors own or have sufficient and valid rights to use all Intellectual Property material to the conduct the businesses of the
Borrower and its Subsidiaries as currently conducted and planned to be conducted, including the Product Commercialization and Development Activities with respect to FUROSCIX. 

(ii) Without limiting Section 7.05(b)(i), and except as set forth in Schedule 7.05(b)(ii): 

(A) other than (1) customary restrictions in in-bound licenses of Material Intellectual Property
and non-disclosure Contracts, or (2) as would have been or is permitted by Section 9.09, there are no judgments, licenses, covenants not to sue, grants, Liens (other than
Permitted Liens), or other Claims or Contracts relating to any Material Intellectual Property, which materially restrict any Obligor with respect to its use, enforcement, or other exploitation of any Material Intellectual Property or in connection
with Product Commercialization and Development Activities with respect to FUROSCIX; 
 (B) the operation and conduct of the business of the
Borrower or any of its Subsidiaries, including the exploitation of any Intellectual Property, does not infringe, misappropriate or otherwise violate any rights arising under any Intellectual Property of any other Person (1) as of the Closing
Date, in any material respect and (2) as of any Bringdown Date, that could reasonably be expected to result in a Material Adverse Effect or a material adverse effect on any Product Commercialization and Development Activities with respect to
FUROSCIX; 
 (C) (1) there are no pending, and in the past three (3) years there have been no, actual Claims or Claims threatened
in writing, against Borrower or any of its Subsidiaries asserted by any other Person relating to any of such Person’s Intellectual Property, including any Claims of adverse ownership, invalidity, infringement, misappropriation or other
violation of any rights arising under such Person’s Intellectual Property, in each case, (x) as of 

  
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the Closing Date, which are material in any respect or (y) as of any Bringdown Date, which could reasonably be expected to result in a Material Adverse Effect or a material adverse effect on
any Product Commercialization and Development Activities with respect to FUROSCIX; and (2) neither Borrower nor any of its Subsidiaries has received any notice from, or Claim by, any Person that the operation and conduct of the business of the
Borrower or any of its Subsidiaries (including their exploitation of Material Intellectual Property), or any Product Commercialization and Development Activities with respect to FUROSCIX, infringes, misappropriates or otherwise violates any rights
arising under the Intellectual Property of any other Person (x) as of the Closing Date, in any material respect and (y) as of any Bringdown Date, which could reasonably be expected to result in a Material Adverse Effect or a material
adverse effect on any Product Commercialization and Development Activities with respect to FUROSCIX; 
 (D) no Material Intellectual
Property is being, or has been in the past three (3) years, infringed, misappropriated or otherwise violated by any other Person (1) as of the Closing Date, in any material respect and (2) as of any Bringdown Date, which could
reasonably be expected to result in a Material Adverse Effect or a material adverse effect on any Product Commercialization and Development Activities with respect to FUROSCIX; and (x) as of the Closing Date and (y) as of any Bringdown
Date, except, in the case of this clause (y), as could not reasonably be expected to result in a Material Adverse Effect or a material adverse effect on any Product Commercialization and Development Activities with respect to FUROSCIX, neither
Borrower nor any of its Subsidiaries has put any other Person on notice of such actual or potential infringement, misappropriation or other violation of any such Material Intellectual Property or initiated the enforcement of any Claim with respect
to any such Material Intellectual Property; 
 (E) (1) as of the Closing Date and (2) as of any Bringdown Date, except, in the
case of this clause (2), where the failure to do so could not reasonably be expected to result in a Material Adverse Effect or a material adverse effect on any Product Commercialization and Development Activities with respect to FUROSCIX, all
current and former employees and contractors that have developed Material Intellectual Property for or on behalf of Borrower or any of its Subsidiaries have executed written and valid confidentiality and invention assignment Contracts in favor of
the Borrower or such Subsidiary, as applicable, that irrevocably and presently assign to Borrower or such Subsidiary, as applicable, or its designee all rights of such employees and contractors in or to any such Material Intellectual Property; and

 (F) Borrower and each of its Subsidiaries has taken reasonable precautions to protect the secrecy, confidentiality and value of the
Material Intellectual Property consisting of trade secrets and confidential information (1) as of the Closing Date and (2) as of any Bringdown Date, except in the case of this clause (2), where the failure to do so could not reasonably be
expected to result in a Material Adverse Effect or a material adverse effect on any Product Commercialization and Development Activities with respect to FUROSCIX. 

(iii) With respect to Material Intellectual Property consisting of Patents, except as set forth in Schedule 7.05(b)(iii), and without
limiting the representations and warranties in Section 7.05(b)(i) and Section 7.05(b)(ii): 

  
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 (A) each of the issued claims in such Patents is valid and, to the knowledge of the
Obligors, enforceable and (1) as of the Closing Date and (2) as of any Bringdown Date, except, in the case of this clause (2), as could not reasonably be expected to result in a Material Adverse Effect or a material adverse effect on any
Product Commercialization and Development Activities with respect to FUROSCIX, neither the Borrower nor any of its Subsidiaries has received any written notice asserting that any such Patent or any issued claims therein is invalid or unenforceable;

 (B) subsequent to the issuance of such Patents, neither the Borrower nor any of its Subsidiaries or, to the knowledge of the Obligors,
any of its or their predecessors-in-interest, has filed any disclaimer or made or permitted any other voluntary reduction in the scope of the Inventions claimed in such
Patents, in each case, (1) as of the Closing Date and (2) as of any Bringdown Date that could reasonably be expected to result in a Material Adverse Effect or a material adverse effect on any Product Commercialization and Development
Activities with respect to FUROSCIX; 
 (C) to the knowledge of the Obligors, (1) no allowable or allowed subject matter of such
Patents is subject to any competing conception claims of allowable or allowed subject matter of any patent applications or patents of any third party or has been the subject of any interference,
re-examination, opposition, or any other post-grant proceedings, and (2) there is no basis for any such interference, re-examination, opposition, inter partes
review, post grant review, or any other post-grant proceedings, in each case of (1) and (2), (x) as of the Closing Date and (y) as of any Bringdown Date that could not reasonably be expected to result in a Material Adverse Effect or a
material adverse effect on any Product Commercialization and Development Activities with respect to FUROSCIX; 
 (D) all maintenance fees,
annuities, and the like due or payable on or with respect to any such Patents constituting Material Intellectual Property have been timely paid; and 

(E) each Obligor, and each of its attorneys, agents and relevant employees, have met the duty of candor and good faith required under 37
C.F.R. § 1.56, which includes a duty to disclose all information known to that individual to be “material to patentability,” as such is defined in 37 C.F.R. § 1.56, and complied with any analogous Laws outside the United States.

 (iv) Except as set forth in Schedule 7.05(b)(iv): 

(A) the IT Assets owned, used or held for use by Borrower or any of its Subsidiaries (the “Business IT Assets”) are
sufficient for the current and currently anticipated needs of the businesses of the Borrower and its Subsidiaries, and, to the knowledge of the Obligors, in the past three (3) years, there has been no unauthorized access to or unauthorized use
of, or any other security incident with respect to, any (1) such IT Assets, or (2) any confidential or proprietary information that is in the Borrower’s or any of its Subsidiaries’ possession or control, in each case of
(1) and (2), (x) as of the Closing Date, in a manner that, individually or in the aggregate, has resulted in or is reasonably likely to result in material liability to, or material disruption of the business operations of, the Borrower or any
of its Subsidiaries or (y) as of any Bringdown Date, in a manner that, individually or in the aggregate, has resulted in or is reasonably likely to result in a Material Adverse Effect or a material adverse effect on any Product
Commercialization and Development Activities with respect to FUROSCIX; and 

  
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 (B) the Borrower and its Subsidiaries have taken commercially reasonable precautions
consistent with industry standards to (1) protect the confidentiality, integrity, and security of the Business IT Assets from any unauthorized intrusion, breach, use, access, interruption, destruction or modification by any Person, and
(2) ensure that all Business IT Assets are fully functional and operate and run in a reasonable and efficient business manner, in each case of (1) and (2), (x) as of the Closing Date, except as has not, individually or in the aggregate,
resulted in and is not reasonably likely to result in, material liability to, or material disruption of the business operations of, the Borrower or any of its Subsidiaries or (y) as of any Bringdown Date, except as has not, individually or in
the aggregate, resulted in, and is not reasonably likely to result in, a Material Adverse Effect or a material adverse effect on any Product Commercialization and Development Activities with respect to FUROSCIX; 

(C) without limiting the foregoing, (1) as of the Closing Date, except as has not, individually or in the aggregate, resulted in and is
not reasonably likely to result in, material liability to, or material disruption of the business operations of, the Borrower or any of its Subsidiaries or (2) as of any Bringdown Date, except as has not, individually or in the aggregate,
resulted in, and is not reasonably likely to result in, a Material Adverse Effect or a material adverse effect on any Product Commercialization and Development Activities with respect to FUROSCIX, the Borrower and its Subsidiaries have maintained
and regularly tested commercially reasonable security, disaster recovery and business continuity plans, procedures, and facilities, and the Borrower and its Subsidiaries have used commercially reasonable efforts to ensure that the Business IT Assets
do not contain any Malicious Code, and to the knowledge of any Obligor, the Business IT Assets do not contain any Malicious Code; and 

(D) (1) as of the Closing Date, except as has not, individually or in the aggregate, resulted in and is not reasonably likely to result
in, material liability to, or material disruption of the business operations of, the Borrower or any of its Subsidiaries or (2) as of any Bringdown Date, except as has not, individually or in the aggregate, resulted in, and is not reasonably
likely to result in, a Material Adverse Effect or a material adverse effect on any Product Commercialization and Development Activities with respect to FUROSCIX, the Borrower and its Subsidiaries (x) have had and have appropriate privacy
policies and data security policies in place that are in compliance in all material respects with all applicable data protection, privacy and other Laws, and generally accepted industry standards relating to the protection, collection, use, access,
storage, maintenance, processing, transmission, distribution, transfer (including cross-border transfer) or disclosure of personally identifiable information and data, (y) are and have been in compliance with (and have contractually required
Persons who have access to such information or data to comply with) such policies, Laws and standards, and contractual obligations to which the Borrower and its Subsidiaries are bound that relate to the protection, collection, use, access, storage,
maintenance, processing, transmission, distribution, transfer (including cross-border transfer) or disclosure of personally identifiable information or data, and (z) have not received any written notice, and are not and have not been subject to
any Claim, and, to the knowledge of any Obligor, no such notice or Claim is or has been threatened, regarding the protection, collection, use, access, storage, maintenance, processing, transmission, distribution, transfer (including cross-border
transfer) or disclosure of personally identifiable information or data. 

  
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 7.06 No Actions or Proceedings. 

(a) Litigation. Except as set forth in Schedule 7.06(a), there is no litigation, investigation or proceeding pending or, to the
knowledge of any Obligor threatened in writing, with respect to such Obligor or any such Subsidiaries by or before any Governmental Authority or arbitrator that, (i) individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect or (ii) involves this Agreement or any other Loan Document. 
 (b) Environmental Matters. Except with
respect to any matters that (either individually or in the aggregate) could not reasonably be expected to result in a Material Adverse Effect, no Obligor nor any of its Subsidiaries (i) has failed to comply with any Environmental Law in all
material respects or to obtain, maintain or comply with any material permit, license or other approval required under any Environmental Law, (ii) has become subject to any material Environmental Liability, (iii) has received any material
Environmental Claim, or has knowledge that any is threatened, (iv) has entered into any agreement in which such Obligor or any Subsidiary has assumed or undertaken material responsibility or obligations of any other Person with respect to any
Environmental Liability or (v) has knowledge of any basis for any other material Environmental Liability. 
 (c) Labor Matters.
No Obligor or any of its Subsidiaries has engaged in unfair labor practices as defined in 29 U.S.C. § §152(8) and 158 of the National Labor Relations Act and there are no pending or threatened in writing labor actions, disputes,
grievances, arbitration proceedings, or similar Claims or actions involving the employees of any Obligor or any of its Subsidiaries, in each case, that could reasonably be expected to have a Material Adverse Effect. There are no strike or work
stoppages in existence or threatened in writing against any Obligor and to the knowledge of such Obligor, no union organizing activity is taking place, in each case, that could reasonably be expected to have a Material Adverse Effect. Except as set
forth on Schedule 7.06(c) (as such schedule may be updated on any Bringdown Date), there are no collective bargaining agreements covering employees of any Obligor or any of its Subsidiaries. 

7.07 Compliance with Laws and Agreements. 

(a) Each Obligor is in compliance with all applicable Laws and all Contracts binding upon it or its property, except where the failure to do
so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Obligors and their Subsidiaries are, and all Product Commercialization and Development Activities of such Persons are being conducted
in compliance with all applicable Healthcare Laws as of the Closing Date and as of each Bringdown Date, except, in each case, where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. 

  
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 7.08 Taxes. Except as set forth on Schedule 7.08, each Obligor and its
Subsidiaries has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by
appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect. 

7.09 Full Disclosure. None of the reports, certificates or other written information (other than financial statements, projections,
forward-looking information and information of a general economic or industry specific nature) furnished by or on behalf of the Obligors or any of their Subsidiaries to the Administrative Agent (on behalf of itself and the Lenders) in connection
with the negotiation of this Agreement and the other Loan Documents or delivered hereunder or thereunder (as modified or supplemented by other information so furnished) contains when furnished any material misstatement of material fact or omits to
state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect to projected financial information, the Borrower represents
only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time delivered, and it being understood that such projected financial information and all other forward looking information are not to be
viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower or any of its Subsidiaries, and that actual results during the period or periods covered thereby may differ
significantly from such projected results and that the differences may be material. 
 7.10 Investment Company Act and Margin Stock
Regulation. 
 (a) Investment Company Act. No Obligor is an “investment company” as defined in, or subject to
regulation under, the Investment Company Act of 1940, as amended. 
 (b) Margin Stock. No Obligor is engaged principally, or as one
of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying Margin Stock, and no part of the proceeds of the Loans will be used, whether immediately, incidentally
or ultimately, to buy or carry any Margin Stock, to extend credit to others for the purpose of buying or carrying any Margin Stock, or in any way that is in violation of Regulation T, U or X. 

7.11 Solvency. The Obligors, on a consolidated basis, are and, immediately after giving effect to the making of any Loans on such date, the use
of proceeds thereof, and the consummation of the Transactions, will be, Solvent. 
 7.12 Subsidiaries. Set forth on Schedule
7.12 is a complete and correct list of all direct and indirect Subsidiaries of the Borrower (as such schedule may be updated on any Bringdown Date). Each such Subsidiary is duly organized and validly existing under the jurisdiction
of its organization shown in said Schedule 7.12, and the percentage ownership by each Obligor of each such Subsidiary thereof is as shown in said Schedule 7.12. 

7.13 [Reserved]. 

  
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 7.14 Material Agreements. Except as set forth on Schedule 7.14, no Obligor nor any of
its Subsidiaries is in default under any Material Agreement in any respect, nor does any Obligor have knowledge of (i) any Claim against it or any of its Subsidiaries for any breach of any such Material Agreement that could reasonably be
expected to result in a Material Adverse Effect or a material adverse effect on any Product Commercialization and Development Activities with respect to FUROSCIX or (ii) any default by any party to any such Material Agreement that could
reasonably be expected to result in a Material Adverse Effect or a material adverse effect on any Product Commercialization and Development Activities with respect to FUROSCIX. 

7.15 Restrictive Agreements. Except as set forth in Schedule 7.15, as of the Closing Date, no Obligor or any of its Subsidiaries is
subject to any Restrictive Agreement, except (i) those permitted under Section 9.11, (ii) restrictions and conditions imposed by Law or by the Loan Documents, (iii) any stockholder agreement, charter, by-laws, or other organizational documents of an Obligor or any of its Subsidiaries as in effect on the date hereof and (iv) limitations associated with Permitted Liens. 

7.16 Real Property. Schedule 7.16 correctly sets forth all real property that is owned or leased by the Obligors (as such
schedule may be updated on any Bringdown Date), indicating in each case whether the respective property is owned or leased, the identity of the owner and lessor (if applicable) and the location of the respective property. Except as set forth in
Schedule 7.16 (as such schedule may be updated on any Bringdown Date), no Obligor owns or leases (as tenant thereof) any real property as of the Closing Date. 

7.17 Pension Matters. Schedule 7.17 sets forth (as such schedule may be updated on any Bringdown Date), a complete and correct list of,
and that separately identifies, (i) all Title IV Plans, (ii) all Multiemployer Plans and (iii) all material Benefit Plans. Each Qualified Plan, and each trust thereunder, has received a favorable determination or may rely upon an
opinion letter for a prototype plan letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, as of the date of this Agreement, to the knowledge of the Obligors, nothing has occurred
that would reasonably be expected to prevent, or cause the loss of, such qualification. Except for those that could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, (x) each Benefit Plan is in compliance
with applicable provisions of ERISA, the Code and other Laws, (y) there are no existing or pending (or to the knowledge of any Obligor, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions,
lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and (z) no ERISA Event is reasonably expected to
occur. The Borrower and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied
for or obtained. As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither any Obligor nor any of its ERISA
Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60%) as of the most recent valuation date. As of the Closing Date, no ERISA Event has
occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding. 

  
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To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable requirements of Law and has been maintained, where
required, in good standing with applicable regulatory authorities, except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Neither the Borrower
nor any Subsidiary has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan that is funded,
determined as of the end of the most recently ended fiscal year of the Borrower or Subsidiary, as applicable, on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan
by a material amount, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accrued. 
 7.18 Regulatory
Approvals. 
 (a) Each Obligor and each of its Subsidiaries holds, either directly or through licensees and agents, all material Product
Authorizations necessary or required for the Borrower and each of its Subsidiaries to conduct, their respective operations and businesses, including its Product Commercialization and Development Activities with respect to FUROSCIX, in the manner
currently conducted as of the Closing Date and as of any Bringdown Date, in each case except where the failure to hold any such Product Authorizations could not reasonably be expected to result in a Material Adverse Effect. 

(b) No Obligor nor its Subsidiaries has received any written notice from the FDA or any Regulatory Authority that the FDA or such Regulatory
Authority is considering suspending, revoking or limiting any material Product Authorization (x) as of the Closing Date or (y) as of any Bringdown Date, where such suspension, revocation or limitation could reasonably be expected to result
in a Material Adverse Effect. To the knowledge of the Obligors, the Obligors and their Subsidiaries have made all required notices, registrations and reports (including field alerts or other reports of adverse drug experiences) and other filings
with respect to the Products and their Product Commercialization and Development Activities with respect to FUROSCIX as of the Closing Date and any Bringdown Date, in each case except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect. 
 (c) Except as set forth on Schedule 7.18(c), and without limiting the generality of any other
representation or warranty made by any Obligor hereunder or under any other Loan Document as of the Closing Date and as of any Bringdown Date, and in each case except as could not reasonably be expected to have a Material Adverse Effect: (i) no
Obligor, nor any of its Subsidiaries nor, to the knowledge of any Obligor, any of their respective agents, suppliers, licensors or licensees have received from any Regulatory Authority within the prior (2) years any inspection reports, warning
letters or written notices or similar documents with respect to FUROSCIX or any Product Commercialization and Development Activities with respect to FUROSCIX, that asserts material lack of compliance with any applicable Healthcare Laws or Product
Authorizations; (ii) no Obligor, nor any of its Subsidiaries nor, to the knowledge of any Obligor, any of their respective agents, suppliers, licensors or licensees have received any written notification from any Regulatory Authority within the
prior two (2) years, asserting that 

  
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FUROSCIX or any Product Commercialization and Development Activities with respect to FUROSCIX lacks a Material Product Authorization; (iii) there is no pending regulatory action from a
Regulatory Authority, or Regulatory Authority investigation or inquiry (other than non-material routine or periodic inspections or reviews) against any Obligor, any of its Subsidiaries or, to the knowledge of
any Obligor, any of their respective suppliers, licensors or licensees with respect to FUROSCIX or any Product Commercialization and Development Activities with respect to FUROSCIX; and (iv) without limiting the foregoing, (A)(1) there have
been no material product recalls, safety alerts, corrections, withdrawals, marketing suspensions, product removals or comparable post-market actions conducted, undertaken or issued by any Obligor or any of its Subsidiaries, whether voluntary, at the
request, demand or order of any Regulatory Authority or otherwise, with respect to FUROSCIX, any Product Commercialization and Development Activities with respect to FUROSCIX or any Material Product Authorization for FUROSCIX within the prior two
(2) years, and (2) no such product recall, safety alert, correction, withdrawal, marketing suspension, removal or the like has been requested, demanded or ordered by any Regulatory Authority within the prior two (2) years, and
(B) no criminal, injunctive, seizure, detention or civil penalty action has been commenced or threatened in writing by any Regulatory Authority within the prior two (2) years with respect to FUROSCIX or any Product Commercialization and
Development Activities with respect to FUROSCIX, and there are no consent decrees (including plea agreements) that relate to FUROSCIX or any Product Commercialization and Development Activities with respect to FUROSCIX. No Obligor nor any of its
Subsidiaries, nor, to the knowledge of any Obligor, any of their respective agents, suppliers, licensees or licensors has been debarred within the last two (2) years from any federal healthcare program, where such debarment would reasonably be
expected to have a Material Adverse Effect. 
 7.19 Mortgages. Each of the Mortgages will be effective, upon delivery of the same to the
Administrative Agent in accordance with the terms of this Agreement, to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable Lien on the Material Real Properties described therein, and
when the Mortgages are validly filed in the applicable recorder’s offices and all relevant mortgage Taxes and recording and registration charges are duly paid, each such Mortgage shall be, assuming the proper indexing thereof, sufficient to
provide constructive notice to third parties of the Administrative Agent’s Lien on, and security interest in, all right, title and interest of the Obligors in such Material Real Property and the proceeds thereof, as security for the
Obligations, subject only to Permitted Liens. 
 7.20 OFAC; Anti-Terrorism Laws. 

(a) No Obligor nor any of its Subsidiaries is in violation of any Anti-Terrorism Law or 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 applicable Anti-Terrorism Laws. 

  
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 (b) No Obligor nor any of its Subsidiaries, nor, to the knowledge of any Obligor, any of
their respective directors, officers, or employees (i) is currently the target of any Sanctions, (ii) is located, organized or residing in any Designated Jurisdiction in violation of Sanctions, or (iii) is or has been (within the
previous five (5) years) engaged in any transaction with, or for the benefit of, any Person who is now or was then the target of Sanctions or who is located, organized or residing in any Designated Jurisdiction, in violation of Sanctions. No
Loan, nor the proceeds from any Loan, has been or will be used, directly or, to the knowledge of any Obligor, indirectly, to lend, contribute or provide to, or has been or will be otherwise made available for the purpose of funding, any activity or
business in any Designated Jurisdiction in violation of Sanctions or for the purpose of funding any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, in violation
of Sanctions, or in any other manner that will result in any violation by any party to this Agreement of Sanctions. 
 7.21 Anti-Corruption.
No Obligor nor any of its Subsidiaries, nor, to the knowledge of any Obligor, any of their respective directors, officers or employees, directly or indirectly, has (i) materially violated or is in material violation of any applicable
anti-corruption Law, or (ii) made, offered to make, promised to make or authorized the payment or giving of, directly or indirectly, any Prohibited Payment. 

7.22 Priority of Obligations. The Obligations constitute unsubordinated obligations of the Obligors, and except for any obligations which have
priority under applicable Law, rank at least pari passu in right of payment with all other unsubordinated Indebtedness of the Obligors. 
 7.23
Royalty and Other Payments. Except as set forth on Schedule 7.23, as of the Closing Date, no Obligor, not any of its Subsidiaries, is obligated to pay any royalty, milestone payment or any other contingent payment in respect of
FUROSCIX. 
 SECTION 8. 

AFFIRMATIVE COVENANTS 

Each Obligor covenants and agrees with the Administrative Agent and the Lenders that, until the Commitments have expired or been terminated
and all Obligations (other than any inchoate indemnification and expense reimbursement obligations for which no claim has been made) have been paid in full in cash: 

8.01 Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent: 

(a) as soon as available and in any event within thirty (30) days after the end of each month (i) the consolidated balance sheets of
the Borrower and its Subsidiaries as of the end of such month and (ii) the related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such month in each case, in the form customarily provided to senior
management of the Borrower prior to the Closing Date and provided to the Lenders prior to the Closing Date; 
 (b) as soon as available and
in any event within forty-five (45) days after the end of the first three (3) fiscal quarters of each fiscal year (i) the consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal quarter and
(ii) the related consolidated statements of income, shareholder’ equity and cash flows of the Borrower and its Subsidiaries for such quarter and the portion of the fiscal year through the end of such fiscal quarter, in each case prepared
in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the corresponding period in the preceding fiscal year; provided that documents required to be furnished pursuant to
this Section 8.01(a) shall be deemed furnished on the date that such documents are publicly available on “EDGAR” or the Borrower’s website; 

  
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 (c) as soon as available and in any event within ninety (90) days after the end of each
fiscal year (i) the consolidated balance sheets of the Borrower and its Subsidiaries as of the end of such fiscal year and (ii) the related consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its
Subsidiaries for such fiscal year, in each case prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in comparative form the figures for the previous fiscal year, accompanied by (x) a copy of
management’s discussion and analysis with respect to such financial statements and (y) a report and opinion thereon of RSM US LLP or another firm of independent certified public accountants of recognized national standing reasonably
acceptable to the Administrative Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards, and in the case of such consolidated financial statements, certified by a Responsible Officer of the
Borrower; provided that documents required to be furnished pursuant to this Section 8.01(c) shall be deemed furnished on the date that such documents are publicly available on “EDGAR” or the Borrower’s
website; 
 (d) together with the financial statements required pursuant to Sections 8.01(b) and (c), a compliance certificate
signed by the chief financial or accounting Responsible Officer of the Borrower as of the end of the applicable accounting period (which delivery may be by electronic communication including email and shall be deemed to be an original, authentic
counterpart thereof for all purposes) substantially in the form of Exhibit E (a “Compliance Certificate”) including (i) a statement that (x) such financial statements fairly present in all material respects
the financial condition of the Borrower and its Subsidiaries as at such date and (y) the results of operations of the Borrower and its Subsidiaries for the period ended on such date have been prepared in accordance with GAAP consistently
applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of notes, (ii) as statement as to whether or not such financial statements contain a Going Concern
Limitation, (iii) details of any other issues that are material that are raised by auditors and any occurrence or existence of any event, circumstance, act or omission that would cause any representation or warranty contained in
Section 7.07, Section 7.18 or Section 7.22 to be incorrect in any material respect (or in any respect if such representation or warranty is qualified by
materiality or by reference to Material Adverse Effect or Material Adverse Change) if such representation or warranty were to be made at the time of delivery of a Compliance Certificate and (iv) for any fiscal period when the Minimum Net Sales
Covenant is in effect, a certification as to whether or not the Borrower is in compliance with the Minimum Net Sales Covenant as of the last day of such period. For the avoidance of doubt, no representation or warranty contained in
Section 7.07, Section 7.18 or Section 7.22 is required to be, shall be or shall be deemed to be made in connection with a delivery of any Compliance Certificate;


  
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 (e) after being prepared by the Borrower and approved by its Board, and promptly following
the Administrative Agent’s request therefor, a consolidated budget for the Borrower and its Subsidiaries for the fiscal year to which such budget relates; provided that, for each fiscal year, on or before the sixtieth (60th) day
following the beginning of such fiscal year, the Borrower shall prepare, and its Board shall approve such consolidated budgets for such fiscal year, and the Borrower shall notify the Administrative Agent promptly after the Board has given such
approval; 
 (f) promptly after the same are released, copies of all press releases (other than any press release that is immaterial,
routine or administrative in nature); provided that documents required to be furnished pursuant to this Section 8.01(f) shall be deemed furnished on the date that such documents are publicly available on “EDGAR”
or the Borrower’s website; 
 (g) promptly, and in any event within five (5) Business Days after receipt thereof by an Obligor
thereof, copies of each notice or other correspondence received from (i) any securities regulator or stock exchange to the authority of which any Obligor may become subject from time to time, concerning any investigation or possible
investigation or other inquiry by such agency regarding financial or other operational results of such Obligor, in each case, excluding any investigation or inquiry that is immaterial, routine or administrative in nature or (ii) copies of any
material written correspondence or any other material written communication with the FDA or any other regulatory body relating to any event or circumstance which would reasonably be expected to result in liability to the Borrower in excess of
$1,000,000; provided that documents required to be furnished pursuant to this Section 8.01(g) shall be deemed furnished on the date that such documents are publicly available on “EDGAR” or the Borrower’s
website; 
 (h) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or
communication sent to the stockholders of each Obligor and its Subsidiaries (other than any report or any communication that is immaterial, routine or administrative in nature), and copies of all annual, regular, periodic and special reports and
registration statements which any Obligor or its Subsidiaries may file or be required to file with any securities regulator or stock exchange to the authority of which such Obligor or such Subsidiary, as applicable, may become subject from time to
time; provided that documents required to be furnished pursuant to this Section 8.01(h) shall be deemed furnished on the date that such documents are publicly available on “EDGAR” or the Borrower’s website;

 (i) the information regarding insurance maintained by the Borrower and its Subsidiaries as and when required under
Section 8.05; 
 (j) promptly, and in any event within five (5) Business Days after the Borrower obtains
knowledge of any Claim related to any Product or inventory involving more than $2,500,000, written notice thereof from a Responsible Officer of the Borrower which notice shall include a statement setting forth details of such return, recovery,
dispute or claim; 
 (k) as soon as possible and in any event within five (5) Business Days after the end of each calendar month,
evidence reasonably satisfactory to the Administrative Agent that, as of the last day of such calendar month, the Borrower is in compliance with the Minimum Liquidity requirement set forth in Section 10.01, which evidence
may be in the form of Borrower’s bank account statements; 

  
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 (l) promptly, and in any event within fifteen (15) calendar days after the end of any
calendar month (or such longer period as the Administrative Agent may agree), copies of any reports of the Borrower and its Subsidiaries with respect to key performance indicators in the form provided to senior management of the Borrower;
provided that any such materials may be redacted by the Borrower to (A) exclude information relating to the performance of the Administrative Agent or any Lender, to the Borrower’s strategy regarding the Loans or performance or non-performance under the Loan Documents or to matters of conflict of interest to the Administrative Agent or any Lender, (B) preserve attorney-client or work-product privilege or (C) protect proprietary
information, trade secrets, or individually identifiable health information (as defined under HIPAA) or other confidential information relating to healthcare patients; provided, further that such redactions are restricted so as to be
only as extensive as is reasonably necessary in order to exclude information described in clauses (A), (B) or (C); and 
 (m) such other
information respecting the businesses, financial performance, operations condition of the assets or liabilities of the Obligors (including with respect to the Collateral), taken as a whole, as the Administrative Agent may from time to time
reasonably request. 
 8.02 Notices of Material Events. The Borrower will furnish to the Administrative Agent written notice of the following
(x) with respect to clause (a) below within three (3) Business Days and (y) with respect to clauses (b) through (o) below, within five (5) Business Days, in each case, after a Responsible Officer of the Borrower first
learns of or acquires knowledge with respect to: 
 (a) the occurrence of any Event of Default; 

(b) the occurrence of any event or series of related events with respect to the property or assets of the Borrower or any of its Subsidiaries
resulting in a Loss aggregating $5,000,000 or more; 
 (c) (i) any proposed acquisition of stock, assets or property by the Borrower or
any of its Subsidiaries that could reasonably be expected to result in a Material Environmental Liability, and (ii) any spillage, leakage, discharge, disposal, leaching, migration or release of any Hazardous Material by the Borrower or any of
its Subsidiaries required to be reported to any Governmental Authority and that would reasonably be expected to result in Material Environmental Liability; 

(d) the assertion of any Claim under any Environmental Law by any Person against, or with respect to the activities of, the Borrower or any of
its Subsidiaries and any alleged liability or non-compliance with any Environmental Laws or any permits, licenses or authorizations issued pursuant to Environmental Laws, in each case, which could reasonably
be expected to result in a Material Environmental Liability; 
 (e) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting the Borrower or any of its Affiliates that would reasonably be expected to result in a Material Adverse Effect; 

  
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 (f) (i) the intention of any Obligor or ERISA Affiliate to file any notice of intent to
terminate any Title IV Plan, a copy of such notice and (ii) the filing by any Obligor or ERISA Affiliate of a request for a minimum funding waiver under Section 412 of the Code with respect to any Title IV Plan or Multiemployer Plan, in
each case in writing and in reasonable detail (including a description of any action that any Obligor or ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto);

 (g) the termination of any Material Agreement; 

(h) any material change in accounting policies or financial reporting practices by the Borrower or any of its Subsidiaries (other than as
required under GAAP); 
 (i) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or
other material labor disruption against or involving an Obligor that could reasonably be expected to result in a Material Adverse Effect; 

(j) written Claim received by the Borrower or any of its Subsidiaries of actual or alleged violation, infringement or misappropriation of any
Intellectual Property by or against the Borrower or any of its Subsidiaries that would, if proven true, reasonably be expected to result in a Material Adverse Effect; 

(k) any Contract entered into by the Borrower or any of its Subsidiaries in connection with any material Claim of actual or alleged
infringement, misappropriation or violation of any Intellectual Property by or against the Borrower or any of its Subsidiaries; 
 (l) the
creation, development or other acquisition (including any in-bound exclusive licenses) of any Intellectual Property by the Borrower or any Subsidiary after the Closing Date that is issued or registered, or
becomes issued or registered or the subject of an application for registration or issuance with any Governmental Authority; provided that, with respect to any such Intellectual Property created, developed or acquired (including through any in-bound exclusive license) in any fiscal year, notice thereof pursuant to this Section 8.02(k) shall be made in accordance with the timing of the financial statements for such fiscal year
required pursuant to Section 8.01(c); 
 (m) any change to any Obligor’s or any of its Subsidiaries’
ownership of any Controlled Account, by delivering the Administrative Agent a notice setting forth a complete and correct list of all such accounts as of the date of such change; 

(n) [reserved]; and 
 (o) any
other development that results in, or could reasonably be expected to result in, a Material Adverse Effect. 

  
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 Each notice delivered under this Section 8.02 shall be accompanied by a statement
of a Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto. Nothing in this Section 8.02 is
intended to waive, consent to or otherwise permit any action or omission that is otherwise prohibited by this Agreement or any other Loan Document; provided that any documents or notices required to be furnished pursuant to this
Section 8.02 shall be deemed furnished on the date that such documents are publicly available on “EDGAR” or the Borrower’s website. 

8.03 Existence. Such Obligor shall, and shall cause each of its Subsidiaries to, preserve, renew and maintain in full force and effect its legal
existence; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 9.03 or any Asset Sale permitted under
Section 9.09. 
 8.04 Payment of Obligations. Such Obligor will, and will cause each of its Subsidiaries to, pay,
discharge or otherwise satisfy as the same shall become due and payable, all of its obligations, including (i) all Tax liabilities imposed upon it or upon its properties or assets prior to the date on which penalties attach thereto, and all
lawful claims for labor, materials and supplies which, if unpaid, might become a Lien upon any properties or assets of the Borrower or any of its Subsidiaries not constituting a Permitted Lien, except to the extent such Taxes or such claims are
being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by such Obligor or such Subsidiary and (ii) all lawful claims which, if unpaid, would by law become
a Lien upon its property not constituting a Permitted Lien. 
 8.05 Insurance. Such Obligor will, and will cause each of its Subsidiaries to
maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.
Upon the request of the Administrative Agent, the Borrower shall furnish the Administrative Agent from time to time with (i) material information as to the insurance carried by it and, if so requested, copies of all such insurance policies and
(ii) a certificate from the Borrower’s insurance broker or other insurance specialist stating that all premiums then due on the policies relating to insurance on the Collateral have been paid and that such policies are in full force and
effect. Receipt of notice of termination or cancellation of any such insurance policies or reduction of coverages or amounts thereunder shall entitle the Secured Parties to renew any such policies, cause the coverages and amounts thereof to be
maintained at levels required pursuant to the first sentence of this Section 8.05 or otherwise to obtain similar insurance in place of such policies, and in each case, the Borrower will be responsible for the
reasonable and documented cost of such insurance (to be payable on demand). The amount of any such reasonable and documented expenses shall accrue interest at the Default Rate if not paid on demand and shall constitute “Obligations.” 

8.06 Books and Records; Inspection Rights. Such Obligor will, and will cause each of its Subsidiaries to, keep proper books of record and
account in which full, true and correct (in all material respects) entries are made of all dealings and transactions in relation to its business and activities. Such Obligor will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or the Lenders, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition
(financial or otherwise) with its officers 

  
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and independent accountants (so long as a representative of the Borrower is provided a reasonable opportunity to participate in any such discussion), during normal business hours (but not more
often than once per year in total for all such visits and inspections unless an Event of Default has occurred and is continuing) as the Administrative Agent or the Lenders may reasonably request; provided that such representative shall use
its commercially reasonable efforts to minimize disruption to the business and affairs of the Borrower as a result of any such visit, inspection, examination or discussion. Notwithstanding anything to the contrary contained herein or any other
provision of the Loan Documents, no Obligor nor any of its Subsidiaries will be required to disclose or permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or proprietary
information, (ii) in respect of which disclosure to any Lender (or their respective representatives or contractors) is prohibited by any applicable Law or any binding agreement with a third party (so long as such agreement is not entered into
in contemplation of this Agreement) or (iii) that is subject to attorney-client or similar privilege, which could reasonably be expected to be lost or forfeited if disclosed to the Administrative Agent or any Lender. The Borrower shall pay all
reasonable and documented costs of (a) one such inspection per calendar year if no Event of Default has occurred and is continuing and (b) all such inspections during a continuing Event of Default. 

8.07 Compliance with Laws and Other Obligations. Such Obligor will, and will cause each of its Subsidiaries to, (i) comply with all
Laws (including Anti-Terrorism Laws, Sanctions and Environmental Laws) applicable to it and its business activities, (ii) comply with all Healthcare Laws and Governmental Approvals (including Product Authorizations) applicable to it and its
business activities and (iii) remain in compliance with, and perform all obligations under all Material Agreements to which it is a party, except, in the case of clauses (i), (ii) and (iii) above, where the failure to
do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Subject to Section 8.19(e), each Obligor shall maintain in effect and enforce policies and procedures
reasonably designed to promote compliance by such Obligor, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Terrorism Laws and Sanctions. 

8.08 Maintenance of Properties, Intellectual Property, Etc. 

(a) Such Obligor shall, and shall cause each of its Subsidiaries to, maintain and preserve all of its assets and properties (including all
assets and properties, whether tangible or intangible, relating to its Products or Product Commercialization and Development Activities) necessary or useful in the conduct of its business in good working order and condition in accordance with the
general practice of other Persons of similar character and size, ordinary wear and tear and damage from casualty or condemnation excepted and except where the failure to do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect. 
 (b) Such Obligor shall, and shall cause each of its Subsidiaries to, use commercially reasonable
efforts to renew, file for, prosecute, enforce and maintain all Material Intellectual Property, owned or controlled by such party, excluding the renewal, filing for, prosecution and maintenance of Material Intellectual Property that in the
commercially reasonable business judgment of the Obligors are not necessary or material for the conduct of the business of the Obligors or their Subsidiaries. 

  
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 8.09 Licenses. Such Obligor shall, and shall cause each of its Subsidiaries to, obtain and
maintain all Governmental Approvals necessary in connection with the execution, delivery and performance of the Loan Documents, the consummation of the Transactions or the operation and conduct of its business and ownership of its properties
(including its Product Commercialization and Development Activities), except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. 

8.10 Quarterly Calls. At the request of the Administrative Agent, the Borrower shall hold a conference call with the Administrative Agent and
the Lenders at reasonable times to be mutually agreed to with the Administrative Agent and the Lenders to discuss the financial results of operations of the Borrower and its Subsidiaries; provided that no more than one call per fiscal quarter
shall be required. 
 8.11 Use of Proceeds. The proceeds of the Loans will be used only as provided in Section 2.05.
No part of the proceeds of the Loans will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board of Governors of the Federal Reserve System, including Regulations T, U and X. 

8.12 Certain Obligations Respecting Subsidiaries; Further Assurances. 

(a) Subsidiary Guarantors, etc. In the event that the Borrower or any of its Subsidiaries shall form or acquire any new Domestic
Subsidiary (other than an MSC Subsidiary), the Borrower shall promptly (and in any event within thirty (30) calendar days (subject to extensions consented to by the Administrative Agent in its sole discretion (such consent not to be
unreasonably withheld, delayed or conditioned)): 
 (i) cause such new Subsidiary to become a “Subsidiary Guarantor” hereunder
pursuant to a Guarantee Assumption Agreement and a “Grantor” under the Security Agreement; 
 (ii) take such action or cause such
Subsidiary to take such action (including joining the Security Agreement and delivering shares of stock together with undated transfer powers executed in blank, applicable control agreements and other instruments) as shall be reasonably necessary or
desirable (as determined by the Administrative Agent) in order to create and perfect, in favor of the Administrative Agent, for the benefit of the Secured Parties, valid and enforceable first priority Liens (subject only to Permitted Liens), on
substantially all of the personal property of such new Subsidiary as collateral security for the Obligations hereunder as and when required by the terms of the Security Agreement; provided that any such security interest or Lien shall be
subject to the relevant requirements of the Security Documents and the Intercompany Subordination Agreement; 
 (iii) [reserved]; 

  
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 (iv) deliver such proof of corporate action, incumbency of officers, and other applicable
documents as is consistent with those delivered by each Obligor pursuant to Section 6.01 or as the Administrative Agent shall reasonably request; and 

(v) cause each new Subsidiary (other than any Subsidiary that is not an Obligor) to become a party to the Intercompany Subordination
Agreement. 
 (b) Further Assurances. 

(i) such Obligor will take such action from time to time as shall reasonably be requested by the Administrative Agent to effectuate the
purposes and objectives of this Agreement and the Security Agreement; 
 (ii) [reserved]; 

(iii) without limiting the generality of the foregoing, each Obligor shall, and shall cause each Person that is required to be a Subsidiary
Guarantor to, take such action from time to time (including joining the Security Agreement and delivering shares of stock together with undated transfer powers executed in blank, applicable control agreements and other instruments) as shall be
required by the terms of the Security Documents or reasonably requested by the Administrative Agent to create, in favor of the Administrative Agent for the benefit of the Secured Parties, perfected security interests and Liens in substantially all
of the personal property. (other than Excluded Assets (as defined in the Security Agreement)) of such Obligor as collateral security for the Obligations as and when required by the terms of the Security Agreement; provided that any such
security interest or Lien shall be subject to the relevant requirements of the Security Documents; provided, further that, without limiting the right of the Administrative Agent to require a Lien or security interest in any newly
acquired or created Subsidiary or asset, upon the prior written request of the Borrower, the Borrower and the Administrative Agent shall consult, in good faith, as to whether the cost of obtaining a Lien or security interest thereon would be
unreasonably excessive relative to the benefit thereof. Notwithstanding anything to the contrary herein or in any other Loan Document, none of the Obligors and their respective Subsidiaries shall be required to take any action in any non-U.S. jurisdiction or required by the Laws of any non-U.S. jurisdiction to create any security interests in assets located or titled outside of the United States or to
perfect or make enforceable any security interests in any such assets (it being understood that there shall be no security agreements, pledge agreements or other collateral documents governed under the laws of any jurisdiction other than the United
States, any State thereof or the District of Columbia). 
 (c) If the Borrower or any other Obligor acquires any Material Real Property
located in the United States after the Closing Date (i) the Borrower shall notify the Administrative Agent thereof promptly (and in any event, within five (5) Business Days following the acquisition thereof) and (ii) subject to
clause (iii) below, within sixty (60) days after the date of such acquisition (or such longer period as may be agreed by the Administrative Agent) the Borrower shall or shall cause the applicable Obligor to deliver to the
Administrative Agent, with respect to such Material Real Property located in the United States, (i) counterparts of a Mortgage with respect to such Material Real Property, duly executed, notarized (to the extent required by applicable Law) and
delivered by the applicable Obligor and suitable for recording or filing in all 

  
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filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid and enforceable Lien subject to no other Liens except Permitted
Liens, at the time of recordation thereof with all filing and recording taxes and fees having been paid or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; (ii) with respect to the Mortgage encumbering
such Material Real Property, customary opinions of local counsel in the state or jurisdiction in which such Material Real Property is located regarding the enforceability of such Mortgage, and any related fixtures and, in the state or jurisdiction
where the applicable Obligor granting such Mortgage is organized, an opinion regarding due authorization, execution and delivery of such Mortgage, (iii) with respect to each such mortgaged property located in the United States, the completed “Life-of-Loan” Federal Emergency Management Agency (“FEMA”) Standard Flood Hazard Determination with respect to any such Material Real
Property subject to the applicable FEMA rules and regulations; provided that in the event that any such Material Real Property is located in an area determined by FEMA to have special flood hazards, such property shall not become subject to a
Mortgage. 
 8.13 Termination of Non-Permitted Liens. In the event that any Obligor shall become aware
of, or be notified by the Administrative Agent or any Lender of the existence of, any outstanding Lien against any assets or property of such Obligor or any of its Subsidiaries, which Lien is not a Permitted Lien, such Obligor shall use its
commercially reasonable efforts to promptly terminate or cause the termination of such Lien. 
 8.14 Board Materials. The Borrower shall
deliver to the Administrative Agent: (i) copies of any agenda and other written materials provided to the board of directors (or any committee thereof) of the Borrower prior to any meeting of the board of directors (or such committee thereof),
at or promptly after such materials are furnished to the members of the board of directors (or such committee thereof), (ii) copies of all minutes of meetings of the board of directors (or any committee thereof) of the Borrower at or promptly after
such minutes are furnished to the members of the board of directors (or such committee thereof), (iii) copies of all material written consents duly passed by the board of directors (or any committee thereof) of the Borrower and (iv) promptly
upon presentation of any regular periodic materials to the board of directors (or any committee thereof) of the Borrower reporting on the current, past or future financial performance and business and operations of the Borrower or any of its
Subsidiaries (which shall include, among other things, development updates with respect to material Products, and updates with respect to material events relating to other Material Agreements), copies of such materials; provided that any such
material may be redacted by the Borrower to (A) exclude information relating to the performance of the Administrative Agent or any Lender, to the Borrower’s strategy regarding the Loans or performance or
non-performance under the Loan Documents or to matters of conflict of interest to the Administrative Agent or any Lender, (B) preserve attorney-client or work-product privilege or (C) protect
proprietary information, trade secrets, or individually identifiable health information (as defined under HIPAA) or other confidential information relating to healthcare patients; provided, further that such redactions are restricted
so as to be only as extensive as is reasonably necessary in order to exclude information described in clauses (A), (B) or (C); provided, further that documents required to be furnished pursuant to this Section 8.14 shall be
deemed furnished on the date that such documents are posted to the Borrower’s board portal to which the Administrative Agent has been granted access so long as the Administrative Agent receives notice when documents are posted to such portal.


  
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 8.15 [Reserved]. 

8.16 Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc. Each Obligor shall, and shall cause each of its Subsidiaries
(to the extent applicable) to, (i) maintain in full force and effect all Product Authorizations, Material Agreements, Material Intellectual Property and other rights, interests or assets (whether tangible or intangible) reasonably necessary for
the operations of such Person’s business, except where the failure to so maintain would not reasonably be expected to have a Material Adverse Effect, (ii) maintain in full force and effect, and pay all costs and expenses relating to, such
Product Authorizations, Material Agreements and Material Intellectual Property owned, used or controlled by such Obligor or any such Subsidiary that are used in or necessary for any related Product Commercialization and Development Activities,
except where the failure to so maintain and pay would not reasonably be expected to have a Material Adverse Effect, (iii) promptly after obtaining knowledge thereof, notify the Administrative Agent of any material infringement, misappropriation
or other violation by any Person of such Obligor’s or any such Subsidiaries’ Material Intellectual Property, and use commercially reasonable efforts to stop, curtail or abate such infringement, misappropriation or other violation if
determined appropriate by the Borrower in the exercise of its business judgment and (iv) except as set forth on Schedule 7.05(b), promptly after obtaining knowledge thereof, notify the Administrative Agent of any Claim by any Person that
the conduct of the business of Borrower or any of its Subsidiaries, including in connection with any Product Commercialization and Development Activities, has infringed, misappropriated or otherwise violated any Intellectual Property of such Person,
where such Claim could reasonably be expected to have a Material Adverse Effect. 
 8.17 ERISA Compliance. Such Obligor shall comply, and
shall cause each of its Subsidiaries to comply, with the provisions of ERISA with respect to any Benefit Plans to which such Obligor or such Subsidiary is a party as an employer, except where the failure to do so could not reasonably be expected to
have a Material Adverse Effect. 
 8.18 Cash Management. Such Obligor shall: 

(a) maintain at all times after the Account Control Agreement Completion Date an aggregate amount of cash of the Borrower and its Subsidiaries
at least equal to the Minimum Liquidity Amount in deposit accounts, disbursement accounts, investment accounts (and other similar accounts) and/or lockboxes with a bank or financial institution within the U.S. which has executed and delivered to the
Administrative Agent an account control agreement, in form and substance reasonably acceptable to the Administrative Agent (each such deposit account, disbursement account, investment account (or similar account) and lockbox, a
“Controlled Account”); provided that each such Controlled Account shall be a cash collateral account, with all cash, checks and other similar items of payment in such account securing payment of the Obligations, and each
Obligor shall have granted a Lien to the Administrative Agent, for the benefit of the Secured Parties, over such Controlled Accounts; 

  
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 (b) deposit promptly, and in any event no later than five (5) Business Days after the
date of receipt thereof (or such longer period of time as agreed by the Administrative Agent in its sole discretion), all cash, checks, drafts or other similar items of payment and relating to or constituting payments made in respect of any and all
accounts and other rights and interests into (i) on and after the Account Control Agreement Completion Date, Controlled Accounts and (ii) prior to the Account Control Agreement Completion Date, deposit accounts held by the Obligors in the
United States; provided that this Section 8.18(b) shall not apply to any Foreign Subsidiary; 
 (c) at any
time after the occurrence and during the continuance of an Event of Default, at the request of the Administrative Agent, each Obligor shall cause all payments constituting proceeds of accounts to be directed into lockbox accounts under agreements in
form and substance satisfactory to the Administrative Agent; 
 (d) notwithstanding the foregoing, it is agreed that the Obligors shall have
until the date that is sixty (60) days following the closing date of a Permitted Acquisition (or such later date following the closing date of such Permitted Acquisition as may be agreed to by the Administrative Agent in its sole discretion) to
comply with the provisions of this Section 8.18 with regard to such accounts (other than Excluded Accounts) acquired by the Obligors in connection with such Permitted Acquisition. 

8.19 Post-Closing Obligations. 

(a) Controlled Accounts. Within thirty (30) days following the Closing Date (or such longer period of time as agreed by the
Administrative Agent in its sole discretion) (the “Account Control Agreement Completion Date”), the Administrative Agent shall have received evidence that (i) all deposit accounts, lockboxes, disbursement accounts,
investment accounts or other similar accounts (other than Excluded Accounts) of each Obligor located within the U.S. are Controlled Accounts to the extent required to comply with the requirement of Section 8.18 and
(ii) such Controlled Accounts are subject to one or more account control agreements, in favor of, and in form and substance reasonably satisfactory to, the Administrative Agent that (A) ensures, to the extent necessary under applicable
Law, the perfection of a first priority security interest in favor of the Administrative Agent on such Controlled Account, subject only to Permitted Liens, (B) provides that, upon written notice from the Administrative Agent, such bank or
financial institution shall comply with instructions originated by the Administrative Agent directing disposition of the funds in such Controlled Account without further consent by the applicable Obligor, and (C) may not be terminated by the
applicable Obligor without prior written consent of the Administrative Agent; 
 (b) Landlord Consents; Bailee Letters. Within ninety
(90) days following the Closing Date (or such longer period as the Administrative Agent may agree in its sole discretion), if Collateral having an aggregate fair market value in excess of $1,000,000 or any substantial portion of an
Obligor’s books and records or any of its material books and records, is (i) in the possession of any single bailee, warehouseman or consignee, or (ii) located at any single leased real property, such Obligor shall use commercially
reasonable efforts to cause such bailee, warehouseman or consignee, or the applicable landlord, as the case may be, to sign and deliver a Landlord Consent or Bailee Letter, as applicable. 

  
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 (c) Insurance Policies. Within thirty (30) days following the Closing Date (or
such longer period of time as agreed by the Administrative Agent in its sole discretion), all such insurance policies required pursuant to each Loan Document shall name the Administrative Agent (for its benefit and the benefit of the Lenders) loss
payee or additional insured, as applicable, and provide that no cancellation of the policies will be made without at least ten (10) days prior written notice to the Administrative Agent and the Administrative Agent shall have received certified
copies of such insurance policies (or binders in respect thereof). 
 (d) Pledged Collateral. Within ten (10) Business Days
following the Closing Date (or such longer period of time as agreed by the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent certificates or other instruments representing or evidencing any Pledged
Collateral (as defined in the Security Agreement) inexistence on the Closing Date, accompanied by appropriate duly executed instruments of transfer or assignment, all in form reasonably satisfactory to the Administrative Agent. 

(e) Sanctions Policy. Within thirty (30) days following the Closing Date (or such longer period of time as agreed by the
Administrative Agent in its sole discretion), each Obligor shall have put into effect policies and procedures reasonably designed to promote compliance by such Obligor, its Subsidiaries and their respective directors, officers, employees and agents
with Anti-Terrorism Laws and Sanctions. 
 SECTION 9. 

NEGATIVE COVENANTS 
 Each
Obligor covenants and agrees with the Administrative Agent and the Lenders that, until the Commitments have expired or been terminated and all Obligations (other than any inchoate indemnification and expense reimbursement obligations for which no
claim has been made), have been paid in full in cash: 
 9.01 Indebtedness. Such Obligor will not, and will not permit any of its Subsidiaries
to, create, incur, assume or permit to exist any Indebtedness, whether directly or indirectly, except: 
 (a) the Obligations; 

(b) Indebtedness existing on the date hereof and set forth on Schedule 9.01 and Permitted Refinancings thereof; provided that,
if such Indebtedness is intercompany Indebtedness, such Indebtedness shall be subject to the Intercompany Subordination Agreement; 
 (c)
accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the Ordinary Course of such Obligor’s or such Subsidiary’s business and paid within the
specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; 
 (d) Indebtedness
consisting of guarantees resulting from the endorsement of negotiable instruments for collection in the Ordinary Course; 

  
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 (e) Indebtedness of an Obligor owing to any other Obligor, in each case, subject to the
Intercompany Subordination Agreement; 
 (f) Indebtedness of any Subsidiary that is not an Obligor owing to any other Subsidiary that is not
an Obligor; 
 (g) Indebtedness of (i) any Obligor owing to any Subsidiary that is not an Obligor and (ii) any Subsidiary that is
not an Obligor owing to any Obligor, in each case of clauses (i) and (ii) subject to the Intercompany Subordination Agreement; provided any Indebtedness owing pursuant to this clause (g) shall not exceed $5,000,000 in the
aggregate outstanding at any one time; 
 (h) [reserved]; 

(i) Guarantees by any Obligor and any Subsidiary of Permitted Indebtedness of any Obligor; 

(j) Ordinary Course equipment and software financing and leasing (including Capital Leases and purchase money Indebtedness); provided
that (i) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (ii) the aggregate outstanding principal amount of such Indebtedness
does not exceed $5,000,000; 
 (k) Indebtedness under Permitted Hedging Agreements; 

(l) Indebtedness assumed pursuant to any Permitted Acquisition; provided that (i) no such Indebtedness (individually) shall exceed
15% of the total purchase price paid in connection with such Permitted Acquisition, (ii) the aggregate outstanding principal amount of Indebtedness permitted pursuant to this Section 9.01(l) shall not exceed
$10,000,000 and (iii) no such Indebtedness was created or incurred in connection with, or in contemplation of, such Permitted Acquisition; 

(m) [reserved]; 
 (n)
[reserved]; 
 (o) other Indebtedness in an aggregate outstanding principal amount not to exceed $10,000,000; 

(p) Permitted Convertible Debt; provided, that the aggregate outstanding principal amount of Indebtedness incurred pursuant to this
clause (p) shall not exceed $150,000,000; 
 (q) Indebtedness in respect of letters of credit, bank guarantees, bankers’
acceptances or similar instruments issued or created, or related to obligations or liabilities incurred, in the Ordinary Course, including in respect of workers compensation claims, health, disability or other employee benefits, leases, commercial
contracts, Indebtedness permitted pursuant to Section 9.01(s), property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; 


  
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 (r) Indebtedness arising in connection with the financing of insurance premiums in the
Ordinary Course; 
 (s) Indebtedness in respect of (i) performance bonds, bid bonds, appeal bonds, surety bonds, customs bonds,
government bonds, performance and completion guarantees and similar obligations arising in the Ordinary Course and (ii) customary indemnification obligations to purchasers in connection with Asset Sales permitted by
Section 9.09; 
 (t) Indebtedness in respect of netting services, overdraft protections, business credit cards,
purchasing cards, payment processing, automatic clearinghouse arrangements, arrangements in respect of pooled deposit or sweep accounts, check endorsement guarantees, and otherwise in connection with deposit accounts or cash management services, in
each case in the Ordinary Course; and 
 (u) purchase price adjustments, indemnity payments and other Deferred Acquisition Consideration in
connection with any Permitted Acquisition, in each case that are permitted pursuant to the definition of “Permitted Acquisition”. 
 9.02
Liens. Such Obligor will not, and will not permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property now owned by it or such Subsidiary, except: 

(a) Liens securing the Obligations; 

(b) any Lien on any property or asset of such Obligor or any of its Subsidiaries existing on the date hereof and set forth on Schedule 9.02
and renewals and extensions thereof in connection with Permitted Refinancings of the Indebtedness being secured by such Lien; provided that (i) no such Lien (including any renewal or extension thereof) shall extend to any other
property or asset of such Obligor or any of its Subsidiaries (other than improvements and accessions to such property or asset) and (ii) any such Lien shall secure only those obligations which it secures on the date hereof and renewals,
extensions and replacements thereof in connection with Permitted Refinancings of the Indebtedness being secured by such Lien that do not increase the outstanding principal amount thereof (other than by an amount equal to unpaid interest and premiums
thereon, including tender premium, and any customary underwriting discounts, fees, commissions and expenses associated with such extension, renewal or replacement); 

(c) Liens securing Indebtedness permitted under Section 9.01(j); provided that such Liens are restricted
solely to the collateral described in Section 9.01(j); 
 (d) Liens imposed by any Law and arising in the Ordinary
Course, including carriers’, warehousemen’s, landlords’, and mechanics’ liens, liens relating to leasehold improvements and other similar Liens arising in the Ordinary Course and which (x) do not in the aggregate materially
detract from the value of the property subject thereto or materially impair the use thereof in the operations of the business of such Person or (y) are being contested in good faith by appropriate proceedings, which proceedings have the effect
of preventing the forfeiture or sale of the property subject to such Liens and for which adequate reserves have been made if required in accordance with GAAP; 

  
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 (e) pledges or deposits made in the Ordinary Course in connection with bids, contract
leases, appeal bonds, workers’ compensation, unemployment insurance or other similar social security legislation; 
 (f) Liens for
Taxes, assessments and other governmental charges, the payment of which is not yet due or which is being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are being maintained in
accordance with GAAP; 
 (g) servitudes, easements, rights of way, restrictions and other similar encumbrances on real property imposed by
any Law and Liens consisting of zoning or building restrictions, easements, licenses, restrictions on the use of real property or minor imperfections in title thereto which, in the aggregate, are not material, and which do not in any case materially
detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors or any of their Subsidiaries; 

(h) with respect to any real property, (i) such defects or encroachments as might be revealed by an up-to-date survey of such real property, and such other defects in title that (A) do not interfere in any material respect with its ability to conduct its business as currently conducted or to utilize
such properties for their intended purposes and (B) could not reasonably be expected to prevent or interfere with the ability of any Obligor or any of its Subsidiaries to conduct any Product Commercialization and Development Activities with
respect to FUROSCIX in any material respect; (ii) the reservations, limitations, provisos and conditions expressed in the original grant, deed or patent of such property by the original owner of such real property pursuant to all applicable
Laws; and (iii) rights of expropriation, access or user or any similar right conferred or reserved by or in any Law, which, in the aggregate for clauses (i), (ii) and (iii), are not material, and which do not in any case
materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of any of the Obligors or its Subsidiaries; 

(i) (i) Liens that are contractual or common law rights of set-off relating to (A) the
establishment of depository relations in the Ordinary Course with banks not given in connection with the issuance of Indebtedness or (B) pooled deposit or sweep accounts of the Borrower and any Subsidiary to permit satisfaction of overdraft or
similar obligations incurred in the Ordinary Course, (ii) other Liens securing cash management obligations (that do not constitute Indebtedness) in the Ordinary Course and (iii) Liens encumbering reasonable customary initial deposits and
margin deposits and similar Liens attaching to commodity trading accounts or other brokerage accounts, in each case, incurred in the Ordinary Course and not for speculative purposes; 

  
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 (j) Liens securing Indebtedness permitted under Section 9.01(l);
provided that (i) such Lien is not created in contemplation of or in connection with such Permitted Acquisition pursuant to which such Indebtedness was assumed, (ii) such Lien shall not apply to any other property or assets of the
Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations that it secured immediately prior to the consummation of such Permitted Acquisition and extensions, renewals and replacements thereof that do not increase the
outstanding principal amount thereof; 
 (k) Liens securing Indebtedness permitted under Sections 9.01(q), (r), (s) and (t).

 (l) any judgment Lien or Lien arising from decrees or attachments, in each case, not constituting an Event of Default; 

(m) Liens arising from precautionary UCC financing statement filings regarding operating leases of personal property and consignment
arrangements entered into in the Ordinary Course in an Arm’s Length Transaction; 
 (n) other Liens which secure obligations in an
aggregate outstanding amount not to exceed $5,000,000; 
 (o) [reserved]; 

(p) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the
importation of goods and incurred in the ordinary course of business; 
 (q) Permitted Licenses; 

(r) Liens on cash and cash equivalents securing obligations under Permitted Hedging Agreements; 

(s) (i) Liens to secure payment of workers’ compensation, employment insurance, old age pensions, social security and other like
obligations incurred in the Ordinary Course (other than Liens imposed by ERISA) and (ii) deposits in respect of letters of credit, bank guarantees or similar instruments issued for the account of any Obligor or any Subsidiary in the Ordinary
Course supporting obligations of the type set forth in clause (i) above or Section 9.01(q); 
 (t) to the extent
constituting a Lien, customary cash escrow arrangements securing indemnification obligations associated with a Permitted Acquisition or any other Investment permitted under Section 9.05 not to exceed $5,000,000 in the
aggregate; 
 (u) Liens of a collection bank arising under Section 4-210 of the Uniform
Commercial Code on items in the course of collection; 
 (v) Liens of sellers of goods to the Borrower or any of its Subsidiaries arising
under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the Ordinary Course, covering only the goods sold and securing only the unpaid purchase price for such goods and related expenses; 

(w) [reserved]; and 

  
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 (x) any Lien arising under conditional sale, title retention, consignment or similar
arrangements for the sale of goods in the Ordinary Course; provided that such Lien attaches only to the goods subject to such sale, title retention, consignment or similar arrangement. 

provided that no Lien otherwise permitted under any of the foregoing clauses (c), (d), (e), (g) through (k), (m), (n), (p) and
(r) through (x) of this Section 9.02 shall apply to any Material Intellectual Property. 
 9.03
Fundamental Changes and Acquisitions. Such Obligor will not, and will not permit any of its Subsidiaries to, (i) enter into any transaction of merger, amalgamation or consolidation, (ii) liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), (iii) sell or issue any of its Disqualified Equity Interests or (iv) other than Permitted Acquisitions and any Acquisition permitted by Section 9.05(a) or
Section 9.05(s), make any Acquisition or otherwise acquire any business or substantially all the property from, or Equity Interests of, or be a party to any Acquisition of, any Person, except: 

(a) the merger, amalgamation or consolidation or liquidation of any (i) Subsidiary with or into any Obligor; provided that with
respect to any such transaction involving (x) the Borrower, the Borrower must be the surviving or successor entity of such transaction or (y) any other Obligor, an Obligor must be the surviving or successor entity of such transaction or
the surviving Person shall concurrently therewith become an Obligor or (ii) any Subsidiary that is not a Subsidiary Guarantor with or into any other Subsidiary that is not a Subsidiary Guarantor; 

(b) the sale, lease, transfer or other disposition by (i) any Subsidiary of any or all of its property (upon voluntary liquidation or
otherwise) to any Obligor or to any entity that concurrently therewith shall become an Obligor or (ii) any Subsidiary that is not an Obligor of any or all of its property (upon voluntary liquidation or otherwise) to any other Subsidiary that is
not an Obligor; 
 (c) the sale, transfer or other disposition of the Equity Interests of (i) any Subsidiary to any Obligor or,
(ii) any Subsidiary that is not an Obligor to other Subsidiary that is not an Obligor; 
 (d) mergers, amalgamations or consolidations
of any Subsidiary to effectuate any Asset Sales permitted under Section 9.09; provided that such merger, amalgamation or consolidation does not include the Borrower; 

(e) in connection with any Permitted Acquisition or other Investment permitted under Section 9.05, any Obligor or
any of its Subsidiaries may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with it, so long as (i) the Person surviving such merger with any Subsidiary shall be a direct or indirect
wholly-owned Subsidiary of the Borrower, (ii) in the case of any such merger to which the Borrower is a party, the Borrower is the surviving Person, and (iii) in the case of any such merger to which a Subsidiary Guarantor is a party, the
surviving Person is such Subsidiary Guarantor or concurrently therewith becomes a Subsidiary Guarantor; and 

  
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 (f) any Subsidiary may dissolve, liquidate or wind up its affairs at any time, provided,
that, such dissolution, liquidation or winding up could not reasonably be expected to have a Material Adverse Effect and all of such Subsidiary’s assets and business are transferred to an Obligor or solely in the case of a Subsidiary that is
not an Obligor, another Subsidiary that is not an Obligor prior to or concurrently with such dissolution, liquidation or winding up. 
 9.04 Lines
of Business. Such Obligor will not, and will not permit any of its Subsidiaries to, engage in any line of business other than the business engaged in on the date hereof by such Persons or a business reasonably related, incidental or
complementary thereto or reasonable expansions or extensions thereof. 
 9.05 Investments. Such Obligor will not, and will not permit any of
its Subsidiaries to, make, directly or indirectly, or permit to remain outstanding any Investments except: 
 (a) Investments (but without
giving effect to the cash return provision contained in the definition thereof) outstanding on the date hereof and identified in Schedule 9.05(a) and any renewals, amendments and replacements thereof that do not increase the amount thereof of
any such Investment, net of cash returns thereon, or require that any additional Investment be made (unless otherwise permitted hereunder); 

(b) deposit accounts with banks (or similar deposit-taking institutions) and securities accounts maintained by the Obligors and their
respective Subsidiaries, which in the case of the Obligors shall, after the Account Control Agreement Completion Date, be Controlled Accounts (unless Excluded Accounts); 

(c) extensions of credit in the nature of accounts receivable or notes receivable arising from the sales of goods or services in the Ordinary
Course in an Arm’s Length Transaction; 
 (d) Investments in cash and Permitted Cash Equivalent Investments (including Investments in
assets that were Permitted Cash Equivalent Investments when such Investments were made), which in the case of the Obligors shall be maintained after the Account Control Agreement Completion Date in Controlled Accounts (unless maintained in Excluded
Accounts); 
 (e) Investments (i) by an Obligor in another Obligor and (ii) by an Obligor in any Subsidiary that is not an
Obligor; provided that the total outstanding amount of Investments pursuant to this subclause (ii) shall not exceed $5,000,000; 

(f) Investments (i) by a Subsidiary that is not an Obligor in any other Subsidiary that is not an Obligor and (ii) consisting of
Indebtedness permitted under Section 9.01(g)(ii); 
 (g) Permitted Hedging Agreements; 

(h) Investments consisting of prepaid expenses, deposits under commercial contracts for the purchase of assets, negotiable instruments held
for collection or deposit, security deposits with utilities, landlords and other like Persons and deposits in connection with workers’ compensation and similar deposits, in each case, made in the Ordinary Course, and other deposits and cash
collateral constituting Permitted Liens; 

  
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 (i) employee, officer and director loans, travel advances and guarantees in accordance with
the Borrower’s usual and customary practices with respect thereto (if permitted by applicable Laws) and non-cash loans to employees, officers, or directors relating to the purchase of Equity Interests of
the Borrower pursuant to employee stock purchase plans or agreements, which in the aggregate shall not exceed $2,500,000 outstanding; 
 (j)
Investments received in connection with any Insolvency Proceedings in respect of any customers, suppliers or clients or in settlement of delinquent obligations of, and other disputes with, customers, suppliers or clients; 

(k) the increase in value of any Investment otherwise permitted pursuant to this Section 9.05; 

(l) other Investments in an aggregate outstanding amount not to exceed $5,000,000; 

(m) Investments of any Person in existence at the time such Person becomes a Subsidiary; provided such Investment was not made in connection
with or anticipation of such Person becoming a Subsidiary and any modification, replacement, renewal or extension thereof; 
 (n)
Investments permitted under Section 9.03; 
 (o) Permitted Acquisitions, earnest money deposits in connection with
Permitted Acquisitions, and Investments acquired as a result of a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence prior to the date of
such Permitted Acquisition; 
 (p) Investments consisting of the non-cash portion of the sales
consideration received by the Borrower or any of its Subsidiaries in connection with any Asset Sale permitted under Section 9.09; 

(q) Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the Ordinary
Course; 
 (r) to the extent constituting Investments, Guarantees of Indebtedness, which Guarantees are permitted under
Section 9.01; 
 (s) Investments consisting of Permitted Liens; 

(t) Investments to the extent that payment for such Investment is made solely with Equity Interests (other than Disqualified Equity Interests)
of the Borrower; 
 (u) Investments with respect to cash management made in accordance with the Borrower’s investment policy that was
provided to the Administrative Agent prior to the Closing Date, or as modified to the extent such modification has been approved by the Administrative Agent in its sole discretion; 

  
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 (v) Investments made in any MSC Subsidiary (i) existing as of Closing Date and listed
on Schedule 9.05(a) and (ii) after the Closing Date, so long as, together with any investments under the immediately preceding clause (i), the aggregate amount of cash and Cash Equivalent Investments held in Controlled Accounts is
greater than or equal to 105% of the amount required to prepay the outstanding Obligations in full at such time; and 
 (w) to the extent
constituting Investments, Investments in the form of Permitted Bond Hedge Transactions entered into in connection with Permitted Convertible Debt, not exceeding, net of the proceeds of any Permitted Warrant Transactions entered in connection
therewith, 15% of the gross proceeds obtained in the related Permitted Convertible Debt issuance. 
 Notwithstanding anything in this
Agreement to the contrary, (i) the Obligors shall not, and shall not permit any of their Subsidiaries to (x) directly or indirectly transfer, by means of contribution, sale, assignment, lease or sublease, license or sublicense, or other
disposition of any kind (including as an Investment, Restricted Payment or Asset Sale), any Material Intellectual Property or Material Agreement other than pursuant to Permitted Licenses or (y) permit any Person other than an Obligor to license
or own any interest in any Material Intellectual Property or Material Agreement owned by such Obligor other than pursuant to Permitted Licenses, and (ii) no Material Intellectual Property or Material Agreement shall be contributed as an
Investment or distributed as a Restricted Payment to any Subsidiary other than an Obligor (other than pursuant to Permitted Licenses). 
 9.06
Restricted Payments. Such Obligor will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment; provided that the following Restricted Payments
shall be permitted so long as no Event of Default has occurred and is continuing or could reasonably be expected to occur or result from such Restricted Payment: 

(a) dividends with respect to the Borrower’s Equity Interests payable solely in shares of its Qualified Equity Interests (or the
equivalent thereof); 
 (b) the Borrower’s purchase, redemption, retirement, or other acquisition of shares of its Equity Interests
with the proceeds received from a substantially concurrent issue of new shares of its Qualified Equity Interests; 
 (c) (i) each
Subsidiary that is an Obligor may make Restricted Payments to any other Obligor, and (ii) each Subsidiary that is not an Obligor may make Restricted Payments to an Obligor and to another Subsidiary that is not an Obligor and pro rata Restricted
Payments to minority stockholders of any such Subsidiary; 
 (d) any purchase, redemption, retirement or other acquisition of Equity
Interests of the Borrower held by consultants, officers, directors and employees or former consultants, officers, directors or employees (or their transferees, estates, or beneficiaries under their estates) of Borrower and its Subsidiaries not to
exceed $1,000,000 in any fiscal year (it being agreed that, to the extent constituting an Investment permitted by Section 9.05(i), the amount of any Indebtedness of such Persons owing to the Borrower or any Subsidiary
forgiven in connection with such Restricted Payment shall be excluded from any determination pursuant to this clause (d)); provided that the portion of such basket that is not used by the Borrower or its Subsidiaries in any fiscal year shall
be carried-forward and shall increase such basket for succeeding fiscal years; 

  
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 (e) cashless repurchases of Equity Interests deemed to occur upon exercises of options and
warrants or the settlement or vesting of other equity awards if such Equity Interests represent a portion of the exercise price of such options or warrants, or similar equity incentive awards; 

(f) cash payments made by the Borrower to redeem, purchase, repurchase or retire its obligations under options, warrants and other convertible
securities issued by it in the nature of customary cash payments in lieu of fractional shares in accordance with the terms thereof; 
 (g)
the Borrower may acquire (or withhold) its Equity Interests pursuant to any employee stock option or similar plan to pay withholding or similar taxes for which the Borrower is liable in respect of a current or former officer, director, employee,
member of management or consultant upon such grant or award (or upon vesting or exercise thereof) and the Borrower may make deemed repurchases in connection with the exercise of stock options; 

(h) any payment of interest, principal or fees in respect of any Indebtedness owed by any Obligor or any of its Subsidiaries to any holder of
any Equity Interests of any Obligor or any of its Subsidiaries, in each case to the extent permitted under Section 9.07; and 

(i) so long as no Event of Default has occurred and is continuing (or could reasonably be expected to occur after giving effect to such
Restricted Payment), other Restricted Payments in an aggregate amount not to exceed $1,000,000 in any fiscal year. 
 9.07 Payments of
Indebtedness. Such Obligor will not, and will not permit, directly or indirectly, any of its Subsidiaries to, make any payments in respect of any Indebtedness other than (i) payments of the Obligations, (ii) scheduled payments of other
Indebtedness to the extent permitted pursuant to the terms, if any, of any applicable subordination or intercreditor agreement in respect of the Obligations, (iii) intercompany indebtedness permitted under
Section 9.01, (iv) Indebtedness permitted to be incurred under Sections 9.01(b), (j), (k), (l), (o), (q), (r), (s)(i), (t) and (u), (v) Indebtedness permitted to be incurred under
Section 9.01(p); provided that any such payments shall only be made or settled (x) to the extent such payments constitute interest payments, (y) in Equity Interests and cash in lieu of fractional shares (as
well as cash to pay any accrued interest on the date of any payment made in Equity Interests) or (z) if the Redemption Conditions are satisfied both immediately prior to and immediately after giving effect to such payment and
(vi) Permitted Refinancings permitted hereunder. 
 9.08 Change in Fiscal Year. Such Obligor will not, and will not permit any of its
Subsidiaries to, change the last day of its fiscal year from that in effect on the date hereof without the prior written consent of Administrative Agent, except to change the fiscal year of a Subsidiary acquired in connection with an Acquisition to
conform its fiscal year to that of the Borrower. 

  
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 9.09 Sales of Assets, Etc. Such Obligor will not, and will not permit any of its Subsidiaries
to, directly or indirectly, sell, lease or sublease (as lessor or sub-lessor), sale and leaseback, assign, convey, exclusively license (including in terms of geography or field of use), transfer, or otherwise
dispose of any of its businesses, assets or property of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired (including accounts receivable and Equity Interests of Subsidiaries), or
forgive, release or compromise any amount owed to such Obligor or Subsidiary, in each case, in one transaction or series of transactions (any thereof, an “Asset Sale”), except: 

(a) sales, transfers and other dispositions of receivables in connection with the compromise, settlement or collection thereof in the Ordinary
Course; 
 (b) sales of inventory, including to end users (through wholesalers or other typical sales channels) or to distributors, in the
Ordinary Course in an Arm’s Length Transaction; 
 (c) the forgiveness, release or compromise of any amount owed to any Obligor or
Subsidiary in the Ordinary Course; 
 (d) Permitted Licenses and the transfer of any non-U.S.
Product Authorization in connection therewith; 
 (e) transfers of assets, rights or property (i) among Obligors or (ii) from any
Subsidiary that is not an Obligor to an Obligor or another Subsidiary that is not an Obligor; 
 (f) dispositions (including by way of
abandonment or cancellation) of any equipment and other tangible property that is obsolete or worn out or no longer used or useful in the business disposed of in the Ordinary Course in an Arm’s Length Transaction; 

(g) dispositions resulting from Casualty Events (without giving effect to the Dollar exception set forth in the definition thereof); 

(h) the unwinding of any Hedging Agreement permitted by Section 9.05 pursuant to its terms; 

(i) the unwinding or settlement of any Permitted Bond Hedge Transaction or Permitted Warrant Transaction; 

(j) Asset Sales identified in Schedule 9.09; 

(k) so long as no Default or Event of Default has occurred and is continuing, or would result therefrom, other Asset Sales (other than with
respect to Material Intellectual Property) with a fair market value not in excess of $5,000,000 in the aggregate in any fiscal year; 
 (l)
other Asset Sales (other than with respect to Material Intellectual Property) not in excess of $10,000,000 in the aggregate in which any Obligor or any Subsidiary will receive cash proceeds in an amount equal to no less than seventy-five percent
(75%) of the total consideration (fixed or contingent) paid or payable to such Obligor or such Subsidiary, but only so long as, unless otherwise waived by Administrative Agent in its sole discretion, the Net Cash Proceeds of such Asset Sale are
utilized to repay or prepay, in whole or in part, Indebtedness under and in accordance with Section 3.03(b); 

  
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 (m) dispositions in the Ordinary Course consisting of the abandonment of Intellectual
Property (other than Material Intellectual Property) which, in the reasonable good faith determination of Borrower, are not material to the conduct of the business of Borrower or any of its Subsidiaries as currently conducted or anticipated to be
conducted; 
 (n) dispositions of cash and Permitted Cash Equivalents Investment in the Ordinary Course or otherwise in transactions
permitted hereunder; and 
 (o) to the extent constituting an Asset Sale, any Permitted Liens. 

9.10 Transactions with Affiliates. Such Obligor will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into or
permit to exist any transaction to sell, lease, license or otherwise transfer any assets to, or purchase, lease, license or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of its Affiliates, unless such
arrangement or transaction (i) is an Arm’s Length Transaction, (ii) is of the kind which would be entered into by a prudent Person in the position of the Borrower with another Person that is not an Affiliate, (iii) is between or
among (x) one or more Obligors, on the one hand, and, on the other hand, one or more Obligors, (y) one or more Subsidiaries of the Obligors that are not Obligors, on the one hand, and, on the other hand, one or more Subsidiaries of the
Obligors that are not Obligors and (z) one or more Obligors or their Subsidiaries that are not Obligors, on the one hand, and, on the other hand, one or more Obligors or their Subsidiaries that are Obligors (provided that, with respect
to clause (z) only, the terms thereof are no less favorable than those that would be obtained in a comparable arm’s-length transaction with a
non-affiliated Person), (iv) is permitted under Section 9.01, 9.03, 9.05, 9.06, 9.07 or 9.09, (v) constitutes
customary compensation (including performance, discretionary, retention, relocation, transaction and other special bonuses and payment, severance payments and payments pursuant to employment agreements), other benefits (including retirement, health,
stock option and other benefit plans, life insurance, disability insurance and other equity (or equity-linked) awards) and indemnification of, and other employment arrangements with, directors, officers, and employees of any Obligor or its
Subsidiaries in the Ordinary Course, (vi) constitutes payment of customary fees, reimbursement of expenses, and payment of indemnification to officers and directors and customary payment of insurance premiums on behalf of officers and directors
by the Obligors or their Subsidiaries, in each case, in the Ordinary Course, (vii) are the transactions set forth on Schedule 9.10 or (viii) is a transaction (with any series of related transactions being aggregated for the
purposes of this clause (viii)) including consideration of less than $50,000. 
 9.11 Restrictive Agreements. Such Obligor will not, and will
not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any Restrictive Agreement other than (i) restrictions and conditions imposed by applicable Laws or by the Loan Documents, (ii) Restrictive
Agreements listed on Schedule 7.15, and, to the extent such Restrictive Agreement is set forth in an agreement evidencing Indebtedness, any Permitted Refinancing in respect thereof, so long as such restrictions are not (taken as a
whole) materially less favorable to the Lenders (taken as a whole) than those in the original Indebtedness, (iii) 

  
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limitations associated with Permitted Liens or any document or instrument governing any Permitted Lien, (iv) any documentation governing Indebtedness referenced in clauses (l), (n) or
(p) of Section 9.01 (or any Permitted Refinancing thereof), (v) customary provisions in leases, Permitted Licenses and other Contracts restricting the assignment thereof or restricting the assignment, pledge, transfer
or sublease or sublicense of the property leased, licensed or otherwise the subject thereof; (vi) any restrictions or conditions set forth in any agreement in effect at any time any Person becomes a Subsidiary (but not any modification or
amendment expanding the scope of any such restriction or condition); provided that such agreement was not entered into in contemplation of such Person becoming a Subsidiary; (vii) restrictions or conditions in any Indebtedness
permitted pursuant to Section 9.01 that is incurred or assumed by Subsidiaries that are not Obligors to the extent such restrictions or conditions are no more restrictive in any material respect than the restrictions and
conditions in the Loan Documents; (viii) restrictions or conditions imposed by any agreement relating to purchase money Indebtedness and other secured Indebtedness or to leases and licenses permitted by this Agreement if such restrictions or
conditions apply only to the property or assets securing such Indebtedness or the property leased or licensed; (ix) customary provisions in contracts for the disposition of any assets; provided that the restrictions in any such contract
shall apply only to the assets or Subsidiary that is to be disposed of and such disposition is permitted hereunder; (x) customary provisions regarding confidentiality or restricting assignment, pledges or transfer of any Permitted License or
any other agreement entered into in the Ordinary Course; (xi) customary restrictions or encumbrances in any agreement evidencing Permitted Convertible Debt that restricts the merger or consolidation of, or the sale of all or substantially all
of the assets of, the Borrower, or taken as a whole, are not more restrictive to the Obligors in any material respect than the comparable restrictions and encumbrances in the Loan Documents, taken as a whole (as reasonably determined by a
Responsible Officer of the Borrower in good faith and as certified by a certificate from such Responsible Officer delivered to the Administrative Agent); and (xii) restrictions or encumbrances in any agreement in effect at the time any Person
becomes a Subsidiary, so long as (x) such agreement was not entered into in contemplation of such Person becoming a Subsidiary and (y) such restrictions or encumbrances do not extend beyond such Subsidiary or its assets. 

9.12 Modifications and Terminations of Material Agreements and Organic Documents. Such Obligor will not, and will not permit any of its
Subsidiaries to: 
 (a) waive, amend, terminate, replace or otherwise modify any term or provision of any Organic Document in any way or
manner materially adverse to the interests of the Administrative Agent and the Lenders, taken as a whole. 
 (b) waive, amend, replace or
otherwise modify any term or provision of any Material Agreement in a manner materially adverse to the rights and remedies the Administrative Agent and the Lenders hereunder; or 

(c) (x) take or omit to take any action that results in the termination of, or permits any other Person to terminate, any Material
Agreement or any rights in or to Material Intellectual Property or (y) take any action that permits any Material Agreement or any rights in or to Material Intellectual Property to be terminated by any counterparty thereto prior to its stated
date of expiration. 

  
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 9.13 Outbound Licenses. No Obligor will, nor will it permit any of its Subsidiaries to, enter
into or become or remain bound by any outbound license, covenant not to sue or other similar grant of rights under Material Intellectual Property relating to FUROSCIX, except for Permitted Licenses. 

9.14 Sales and Leasebacks. Except as disclosed on Schedule 9.14, except as otherwise consented to in writing by the Administrative Agent
(such consent not to be unreasonably withheld), such Obligor will not, and will not permit any of its Subsidiaries to, become liable, directly or indirectly, with respect to any lease, whether an operating lease or a Capital Lease Obligation, of any
property (whether real, personal, or mixed), whether now owned or hereafter acquired, (i) which such Person has sold or transferred or is to sell or transfer to any other Person and (ii) which such Obligor or Subsidiary intends to use for
substantially the same purposes as property which has been or is to be sold or transferred. 
 9.15 Hazardous Material(a) . Such Obligor will
not, and will not permit any of its Subsidiaries to, use, generate, manufacture, install, treat, release, store or dispose of any Hazardous Material, except as would not reasonably be expected to result in a Material Environmental Liability. 

9.16 Accounting Changes. Such Obligor will not, and will not permit any of its Subsidiaries to, make any significant change in accounting
treatment or reporting practices, except as required or permitted by GAAP. 
 9.17 Compliance with ERISA. No Obligor or ERISA Affiliate shall
cause or suffer to exist (i) any event that could result in the imposition of a Lien with respect to any Title IV Plan or Multiemployer Plan or (ii) any other ERISA Event that could, in the aggregate, reasonably be expected to result in a
Material Adverse Effect. No Obligor or any of its Subsidiaries or any ERISA Affiliate shall cause or suffer to exist any event that could result in the imposition of a Lien with respect to any Benefit Plan. 

9.18 Sanctions; Anti-Corruption Use of Proceeds. 

(a) No Obligor nor any of its Subsidiaries or their respective agents shall (i) conduct any business or engage in any transaction or
dealing with any Sanctioned Person in violation of Sanctions, including making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person; (ii) deal in, or otherwise engage in any transaction
relating to, any property or interests in property blocked pursuant to any Sanctions; 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 any applicable Sanctions, the Patriot Act or any other Anti-Terrorism Law. 
 (b) The Borrower will not,
directly or, to the knowledge of the Borrower, indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) in furtherance of an offer,
payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any applicable anti-corruption Law, or (ii) (A) for the purpose of funding any activities or business of or
with any Sanctioned Person or any Designated Jurisdiction in violation of Sanctions or (B) in any other manner that would result in a violation of Sanctions applicable to any party to this Agreement. 

  
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 SECTION 10. 

FINANCIAL COVENANTS 
 10.01
Minimum Liquidity. The Obligors shall at all times maintain the Minimum Liquidity Amount in cash and/or Permitted Cash Equivalent Investments in, at all times after the Account Control Agreement Completion Date, one or more Controlled
Accounts that is free and clear of all Liens, other than Liens granted under the Loan Documents in favor of the Administrative Agent and Liens permitted under Section 9.02(d), 9.02(f), 9.02(i), 9.02(k)
(solely with respect to Indebtedness permitted under Section 9.01(t)), 9.02(l) or 9.02(u). 
 10.02
Minimum Net Sales. Beginning with the calendar quarter of the Borrower ending on September 30, 2023, and with respect to each subsequent calendar quarter thereafter, the Net Sales of the Borrower and its Subsidiaries for the twelve
(12) consecutive month period ending on the last day of such calendar quarter shall not be less than the Minimum Net Sales for such quarter (the “Minimum Net Sales Covenant”). 

SECTION 11. 
 EVENTS
OF DEFAULT 
 11.01 Events of Default. Each of the following events shall constitute an “Event of Default”: 

(a) Principal Payment Default. The Obligors shall fail to pay any principal of the Loan, when and as the same shall become due and
payable, whether at the due date thereof, at a date fixed for prepayment thereof or otherwise. 
 (b) Other Payment Defaults. The
Obligors shall fail to pay interest or any other Obligation (other than an amount referred to in Section 11.01(a)) when and as the same shall become due and payable, and such failure shall continue unremedied for a period
of five (5) Business Days. 
 (c) Representations and Warranties. Any representation or warranty made or deemed made by or on
behalf of any Obligor or any of its Subsidiaries in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, or in any report, certificate, financial statement or other document furnished
pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof, shall (i) have been incorrect when made or deemed made to the extent that such representation or warranty contains
any materiality or Material Adverse Effect qualifier; or (ii) have been incorrect in any material respect when made or deemed made to the extent that such representation or warranty does not otherwise contain any materiality or Material Adverse
Effect qualifier. 

  
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 (d) Certain Covenants. Any Obligor shall fail to observe or perform any covenant,
condition or agreement contained in (i) Section 8.01(a), (b), (c) or (d) and such failure shall continue unremedied for a period of five (5) Business Days or
(ii) Section 8.02, Section 8.03 (solely as to the Borrower), Section 8.11, Section 8.12, Section 8.16,
Section 8.18, Section 8.19, Section 9 or Section 10; provided that notwithstanding this Section 11.01(d),
an Event of Default under Section 10.02 is subject to Section 11.04 and an Event of Default with respect to Section 10.02 shall not occur until the Cure Expiration Date.

 (e) Other Covenants. Any Obligor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement
(other than those specified in Section 11.01(a), (b) or (d)) or any other Loan Document, and, in the case of any failure that is capable of cure, such failure shall continue unremedied for a period of
thirty (30) or more days after the earlier to occur of the date on which (i) a Responsible Officer of any Obligor becomes aware of such failure or (ii) written notice thereof shall have been given to any Obligor by the Administrative
Agent or any Lender. 
 (f) [Reserved]. 

(g) Defaults on Other Indebtedness. Any breach of, or “event of default” or similar event under, any Contract governing any
Material Indebtedness shall occur and the effect of which breach or “event of default” or similar event is to (x) cause such Material Indebtedness becoming due prior to its scheduled maturity or (y) enable or permit (with or
without the giving of notice, the lapse of time or both) the holder or holders of such Material Indebtedness or any trustee or agent on its or their behalf to cause such Material Indebtedness to become due, or to require the prepayment, repurchase,
redemption or defeasance thereof, prior to its scheduled maturity; provided that this Section 11.01(g) shall not apply to (x) secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property or assets securing such Material Indebtedness, (y) any conversion of any convertible Indebtedness or satisfaction of any condition giving rise to or permitting a conversion of any convertible Indebtedness;
provided that the Borrower has the right to settle any such Indebtedness into Equity Interests of the Borrower (and nominal cash payments in respect of fractional shares and cash payments in respect of accrued and unpaid interest) in
accordance with the terms or conditions thereof) and (z) with respect to any Material Indebtedness consisting of Hedging Agreements, termination events or equivalent events pursuant to the terms of such Hedging Agreements and not as a result of
any default thereunder by any Obligor or any Subsidiary. 
 (h) Insolvency, Bankruptcy, Etc. 

(i) Any Obligor or any of its Material Subsidiaries becomes insolvent, or generally does not or becomes unable to pay its debts or meet its
liabilities as the same become due, or admits in writing its inability to pay its debts generally, or declares any general moratorium on its indebtedness, or proposes a compromise or arrangement or deed of company arrangement between it and any
class of its creditors. 
 (ii) Any Obligor or any of its Material Subsidiaries commits an act of bankruptcy or makes an assignment of its
property for the general benefit of its creditors or makes a proposal (or files a notice of its intention to do so). 

  
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 (iii) Any Obligor or any of its Material Subsidiaries voluntarily institutes any proceeding
seeking to adjudicate it an insolvent, or seeking liquidation, dissolution, winding-up, reorganization, examinership, compromise, arrangement, adjustment, protection, moratorium, relief, stay of proceedings of
creditors generally (or any class of creditors), or composition of it or its debts or any other relief, under any Law, whether U.S. or non-U.S., now or hereafter in effect relating to bankruptcy, winding-up, insolvency, reorganization, examinership, receivership, plans of arrangement or relief or protection of debtors or at common law or in equity, or files an answer admitting the material allegations of a
petition filed against it in any such proceeding. 
 (iv) Any Obligor or any of its Material Subsidiaries applies for the appointment of, or
the taking of possession by, a receiver, interim receiver, receiver/manager, sequestrator, conservator, custodian, administrator, examiner, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for it or any
substantial part of its property. 
 (v) Any Obligor or any of its Material Subsidiaries takes any action, corporate or otherwise, to
approve, effect, consent to or authorize any of the actions described in this Section 11.01(h), or otherwise acts in furtherance thereof or fails to act in a timely and appropriate manner in defense thereof. 

(vi) Any involuntary petition is filed, involuntary application made or other proceeding instituted against or in respect of any Obligor or
any of its Material Subsidiaries: 
 (A) seeking to adjudicate it as insolvent; 

(B) seeking a receiving order against it; 

(C) seeking liquidation, dissolution, winding-up, reorganization, compromise, arrangement,
adjustment, protection, moratorium, relief, examinership stay of proceedings of creditors generally (or any class of creditors), deed of company arrangement or composition of it or its debts or any other relief under any Law, whether U.S. or non-U.S., now or hereafter in effect relating to bankruptcy, winding-up, insolvency, reorganization, receivership, plans of arrangement or relief or protection of debtors or
at common law or in equity; or 
 (D) seeking the entry of an order for relief or the appointment of, or the taking of possession by, a
receiver, interim receiver, receiver/manager, examiner sequestrator, conservator, custodian, administrator, trustee, liquidator, voluntary administrator, receiver and manager or other similar official for it or any substantial part of its property,
and such petition, application or proceeding continues undismissed, or unstayed and in effect, for a period of forty-five (45) days after the institution thereof; provided that if an order, decree or judgment is granted or entered
(whether or not entered or subject to appeal) against such Obligor or such Subsidiary thereunder in the interim, such grace period will cease to apply; provided, further, that if such Obligor or Material Subsidiary files an answer
admitting the material allegations of a petition filed against it in any such proceeding, such grace period will cease to apply. 

  
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 (vii) Any other event occurs which, under the Laws of any applicable jurisdiction, has an
effect equivalent to any of the events referred to in this Section 11.01(h). 
 (i) Judgments. One or more
final judgments for the payment of money in an aggregate amount in excess of $5,000,000 (to the extent not fully covered (other than to the extent of customary deductibles) by insurance pursuant to which the insurer has not denied coverage) shall be
rendered against any Obligor or any of its Subsidiaries or any combination thereof and the same shall remain undischarged for a period of forty-five (45) calendar days during which execution shall not be effectively stayed or bonded pending
appeal, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of any Obligor to enforce any such judgment. 

(j) ERISA. An ERISA Event shall have occurred that when taken together with all other ERISA Events that have occurred, could reasonably
be expected to result in liability of the Borrower and its Subsidiaries in an aggregate amount in excess of $5,000,000. 
 (k) Change of
Control. A Change of Control shall have occurred. 
 (l) [Reserved]. 

(m) Regulatory Matters, Etc. If any of the following occurs: (i) the FDA or any other Regulatory Authority initiates enforcement
action against, or issues a warning letter with respect to, any Obligor or FUROSCIX or, to the knowledge of the Obligors, any manufacturing facilities related to the foregoing that (x) causes any Obligor to discontinue or withdraw, marketing or
sales of FUROSCIX, or causes a delay in the manufacture or sale of FUROSCIX, and (y) results in a Material Adverse Effect, or (ii) a recall of FUROSCIX that results in a Material Adverse Effect. 

(n) Warrants. The Borrower breaches any of its material obligations under any Warrant and such failure shall continue unremedied
for a period of five (5) or more Business Days. 
 (o) Impairment of Security, Etc. Subject in all respects to any applicable
post-closing periods and certain other time periods and exceptions under the Loan Documents for any Obligor or Subsidiary to take perfection actions, if any of the following events occurs: (i) Any Lien created by any of the Security Documents
shall at any time (except as expressly permitted by the terms of any Loan Document) not constitute a valid and perfected Lien on the applicable Collateral in favor of the Secured Parties, free and clear of all other Liens (other than Permitted
Liens) except due to the action or inaction of the Administrative Agent, (ii) except for expiration in accordance with its terms, any of the Security Documents or any Guarantee of any of the Obligations (including that contained in
Section 13) shall for whatever reason cease to be in full force and effect, (iii) any Obligor shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability of any
such Lien or any Loan Document or (iv) following the sale of FUROSCIX by any Obligor in the United States in accordance with the FUROSCIX FDA Approval, any injunction, whether temporary or permanent, shall be rendered against any Obligor that
prevents the Obligors from selling or manufacturing FUROSCIX or its commercially available successors in the United States for more than forty-five (45) calendar days and after the termination of such forty-five (45) day period the
existence of such circumstance could reasonably be expected to result in a Material Adverse Effect. 

  
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 11.02 Remedies. 

(a) Defaults Other Than Bankruptcy Defaults. Upon the occurrence and during the continuance of any Event of Default (other than an
Event of Default described in Section 11.01(h)), the Administrative Agent may, by notice to the Borrower, declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so
declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations, including any
applicable Yield Protection Premium and the Exit Fee, shall become due and payable immediately (in the case of the Loans, at the Prepayment Price therefor), without presentment, demand, protest or other notice of any kind, all of which are hereby
waived by each Obligor. 
 (b) Bankruptcy Defaults. In case of an Event of Default described in
Section 11.01(h), the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other Obligations, including any applicable Yield Protection Premium and the Exit Fee, shall
automatically become due and payable immediately (in the case of the Loans, at the Prepayment Price therefor), without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Obligor. 

11.03 Additional Remedies. If an Event of Default has occurred and is continuing, if any Obligor shall be in default under a Material Agreement,
the Administrative Agent shall have the right (but not the obligation) to cause the default or defaults under such Material Agreement to be remedied (including by paying any unpaid amount thereunder) and otherwise exercise any and all rights of such
Obligor, as the case may be, thereunder, as may be necessary to prevent or cure any default. Without limiting the foregoing, upon any such default, each Obligor shall promptly execute, acknowledge and deliver to the Administrative Agent such
instruments as may reasonably be required of such Obligor to permit the Administrative Agent to cure any default under the applicable Material Agreement or permit the Administrative Agent to take such other action required to enable the
Administrative Agent to cure or remedy the matter in default and preserve the interests of the Administrative Agent. Any amounts paid by the Administrative Agent pursuant to this Section 11.03 shall be payable in
accordance with Section 14.03(a), shall accrue interest at the Default Rate if not paid when due, and shall constitute “Obligations.” 

11.04 Minimum Net Sales Covenant Cure. 

(a) Notwithstanding anything to the contrary contained in Section 11.02, in the event the Obligors fail to comply
with the Minimum Net Sales Covenant, during the period from the end of the relevant fiscal quarter until the expiration of the fifteenth (15th) Business Day subsequent to the date the financial
statements are required to be delivered pursuant to Section 8.01(b) or 8.01(c) (as applicable) (the “Cure Expiration Date”) with respect to such fiscal quarter, the Obligors shall have the
right to make a Net Sales Cure Payment and neither the Administrative Agent nor any Lender shall be permitted to exercise the right to accelerate the Loans or terminate the Commitments, and no Secured Party shall exercise any right to foreclose


  
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on or take possession of the Collateral or exercise any other right or remedy pursuant to this Agreement, the other Loan Documents or applicable Law prior to the Cure Expiration Date solely on
the basis of an Event of Default having occurred and continuing under Section 10.02; provided that such payment shall be made, at the Borrower’s option, with either cash on hand or cash raised from the issuance
or sale of Qualified Equity Interests in the Borrower for cash (the “Minimum Net Sales Cure Right”). Upon the Administrative Agent’s receipt of the applicable Net Sales Cure Payment prior to the Cure
Expiration Date, the Obligors shall then be in compliance with the requirements of the Minimum Net Sales Covenant, and the Obligors shall be deemed to have satisfied the requirements of the Minimum Net Sales Covenant as of the relevant date of
determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach of the Minimum Net Sales Covenant shall be deemed cured for the purposes of this Agreement. Any Net Sales Cure Payment
shall be applied to the prepayment of all outstanding Obligations (other than inchoate indemnity and expense reimbursement obligations for which no claim has been made), which shall include any accrued but unpaid interest on any principal amount of
the Loans being prepaid and any applicable Yield Protection Premium and Exit Fee. Notwithstanding anything else in this Agreement, the Obligors may not exercise a Minimum Net Sales Cure Right more than three (3) times during the term of this
Agreement or more than two (2) times in any twelve (12) month period. 
 (b) Upon the Administrative Agent’s receipt of a
notice from the Borrower that the Obligors intend to exercise the Minimum Net Sales Cure Right (a “Notice of Intent to Cure Net Sales Covenant”), until the Cure Expiration Date to which such
Notice of Intent to Cure Net Sales Covenant relates, no Lender shall be required to extend any credit pursuant to its Commitment during such period. If within such fifteen (15) Business Day period, any Lender declines its portion of the Net
Sales Cure Payment by written notice to the Administrative Agent and the Borrower, then the Obligors, after making any Net Sales Cure Payment to any Lender who does not decline such payment, shall be deemed with respect to such declining Lender to
have satisfied the requirements of the Minimum Net Sales Covenant without making such Net Sales Cure Payment with respect to such declining Lender as of the relevant date of determination with the same effect as though there had been no failure to
comply therewith at such date, and the applicable breach of the Minimum Net Sales Covenant shall be deemed cured for the purposes of this Agreement. 

11.05 [Reserved]. 
 11.06 Payment of
Yield Protection Premium and Exit Fee. Notwithstanding anything in this Agreement to the contrary, the Yield Protection Premium and the Exit Fee shall automatically be due and payable at any time the Obligations become due and payable
prior to the Maturity Date in accordance with the terms hereof as though such Indebtedness was voluntarily prepaid and shall constitute part of the Obligations, whether due to acceleration pursuant to the terms of this Agreement (in which case it
shall be due immediately, upon the giving of notice to Borrower in accordance with Section 11.02(a), or automatically, in accordance with Section 11.02(b)), by operation of law or otherwise
(including on account of any bankruptcy filing), in view of the impracticability and extreme difficulty of ascertaining the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such acceleration, and by mutual
agreement of the parties as to a reasonable estimation and calculation of the lost profits or damages of the 

  
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Lenders as a result thereof. Any Yield Protection Premium or Exit Fee (or, if required, both the Yield Protection Premium and the Exit Fee) payable pursuant to this Agreement shall be presumed to
be the liquidated damages sustained by each Lender as the result of the early termination, acceleration or prepayment and each Obligor agrees that such Yield Protection Premium or Exit Fee is reasonable under the circumstances currently existing.
The Yield Protection Premium and Exit Fee shall also be payable in the event the Obligations (and/or this Agreement) are satisfied or released by foreclosure (whether by power of judicial proceeding), deed in lieu of foreclosure or by any other
means or the Obligations are reinstated pursuant to Section 1124 of the Bankruptcy Code. If the Yield Protection Premium and/or Exit Fee becomes due and payable pursuant to this Agreement, such Yield Protection Premium or Exit Fee shall be
deemed to be principal of the Loans and Obligations under this Agreement and interest shall accrue on the full principal amount of the Loans (including the Yield Protection Premium and Exit Fee) from and after the applicable triggering event. In the
event the Yield Protection Premium or Exit Fee is determined not to be due and payable by order of any court of competent jurisdiction, including by operation of the Bankruptcy Code, despite such a triggering event having occurred, such Yield
Protection Premium and Exit Fee, shall nonetheless constitute Obligations under this Agreement for all purposes hereunder. EACH OBLIGOR HEREBY WAIVES THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS OR MAY PROHIBIT THE
COLLECTION OF THE YIELD PROTECTION PREMIUM OR EXIT FEE AND ANY DEFENSE TO PAYMENT, WHETHER SUCH DEFENSE MAY BE BASED IN PUBLIC POLICY, AMBIGUITY, OR OTHERWISE. The Obligors, the Administrative Agent and the Lenders acknowledge and agree
that any Yield Protection Premium and the Exit Fee due and payable in accordance with this Agreement shall not constitute unmatured interest, whether under Section 5.02(b)(3) of the Bankruptcy Code or otherwise. Each Obligor further
acknowledges and agrees, and waives any argument to the contrary, that payment of such amount does not constitute a penalty or an otherwise unenforceable or invalid obligation. Each Obligor expressly agrees that (i) the Yield Protection Premium
and Exit Fee are each reasonable and each is the product of an arm’s-length transaction between sophisticated business people, ably represented by counsel, (ii) the Yield Protection Premium and Exit
Fee shall be payable notwithstanding the then prevailing market rates at the time payment is made, (iii) there has been a course of conduct between the Lenders and the Obligors giving specific consideration in this transaction for such
agreement to pay the Yield Protection Premium and Exit Fee, (iv) the Obligors shall be estopped hereafter from claiming differently than as agreed to in this Section 11.06, (v) their agreement to pay the Yield
Protection Premium and Exit Fee is a material inducement to the Lenders to make the Loans, and (vi) the Yield Protection Premium and Exit Fee represent a good faith, reasonable estimate and calculation of the lost profits, losses or other
damages of the Lenders and that it would be impractical and extremely difficult to ascertain the actual amount of damages to the Lenders or profits lost by the Lenders as a result of such event. 

  
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 SECTION 12. 

THE ADMINISTRATIVE AGENT 
 12.01
Appointment and Duties. Subject in all cases to clause (c) below: 
 (a) Appointment of the Administrative Agent.
Each of the Lenders hereby irrevocably appoints Oaktree Fund Administration, LLC (together with any successor Administrative Agent pursuant to Section 12.09) as the Administrative Agent hereunder and authorizes the
Administrative Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Obligor or any of its Subsidiaries, (ii) take such action on its behalf and to exercise all rights, powers and remedies
and perform the duties as are expressly delegated to the Administrative Agent under such Loan Documents and (iii) exercise such powers as are reasonably incidental thereto. Except as expressly set forth herein, the provisions of this
Section 12 (other than Sections 12.09, 12.10 and 12.13, and solely to the extent expressly set forth therein) are solely for the benefit of the Administrative Agent and the Lenders, and no Obligor or
any Affiliate thereof shall have rights as a third-party beneficiary of any such provisions. 
 (b) Duties as Collateral and Disbursing
Agent. Without limiting the generality of Section 12.01(a), the Administrative Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders), and is hereby authorized, to (i) act as
the disbursing and collecting agent for the Lenders with respect to all payments and collections arising in connection with the Loan Documents (including in any proceeding described in Section 11.01(h) or any other
bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized to make such payment to the Administrative Agent, (ii) file and prove claims and
file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 11.01(h) or any other bankruptcy, insolvency or similar
proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purposes of acquiring, holding, enforcing and perfecting all Liens created by the Loan Documents and all
other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created
by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to the Administrative Agent and the other Secured Parties with respect to the Collateral, whether under the Loan Documents,
applicable Laws or otherwise, (vii) [reserved], (viii) enter into non-disturbance agreements and similar agreements and (ix) execute any amendment, consent or waiver under the Loan Documents on behalf of
any Lender that has consented in writing to such amendment, consent or waiver; provided that the Administrative Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent
for the Administrative Agent and the Lenders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Obligor with, and cash and cash equivalents held by, such Lender, and may further
authorize and direct the Lenders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to the Administrative Agent, and
each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. 

  
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 (c) Limited Duties. The Lenders and the Obligors hereby each acknowledge and agree
that the Administrative Agent (i) has undertaken its role hereunder purely as an accommodation to the parties hereto and the Transactions, (ii) is receiving no compensation for undertaking such role and (iii) subject only to the
notice provisions set forth in Section 12.09, may resign from such role at any time for any reason or no reason whatsoever. Without limiting the foregoing, the parties hereto further acknowledge and agree that under the
Loan Documents, the Administrative Agent (i) is acting solely on behalf of the Lenders (except to the limited extent provided in Section 12.11), with duties that are entirely administrative in nature, notwithstanding
the use of the defined term “the Administrative Agent”, the terms “agent”, “administrative agent” and “collateral agent” and similar terms in any Loan Document to refer to the Administrative Agent, which terms
are used for title purposes only, (ii) is not assuming any duty or obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender or any other Secured Party and
(iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document (fiduciary or otherwise), in each case, regardless of whether a Default has occurred and is continuing, and each Lender
hereby waives and agrees not to assert any claim against the Administrative Agent based on the roles, duties and legal relationships expressly disclaimed in this clause (c). Without in any way limiting the foregoing, the Administrative Agent
shall not, except as expressly set forth in this Agreement and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. 
 12.02 Binding
Effect. Each Lender agrees that (i) any action taken by the Administrative Agent or the Majority Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents,
(ii) any action taken by the Administrative Agent in reliance upon the instructions of the Majority Lenders (or, where so required, such greater proportion) and (iii) the exercise by the Administrative Agent or the Majority Lenders (or,
where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties. 

12.03 Use of Discretion. 
 (a)
No Action without Instructions. The Administrative Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except (subject to clause
(b) below) any action it is required to take or omit to take (i) under any Loan Document or (ii) pursuant to written instructions from the Majority Lenders (or, where expressly required by the terms of this Agreement, a
greater proportion of the Lenders). 
 (b) Right Not to Follow Certain Instructions. Notwithstanding
Section 12.03(a) or any other term or provision of this Section 12, the Administrative Agent shall not be required to take, or to omit to take, any action (i) unless, upon demand, the
Administrative Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent applicable and acceptable to the Administrative Agent, any other Secured Party) against all liabilities that, by reason of such action or
omission, may be imposed on, incurred by or asserted against the Administrative Agent or any Related Party thereof or (ii) that is, in the opinion of the Administrative Agent, in its sole and absolute discretion, contrary to any Loan Document,
Law or the best interests of the Administrative Agent or any of its Affiliates or Related Parties, including, for the avoidance of doubt, any action that may be in violation of the automatic stay in connection with any Insolvency Proceeding. 

  
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 12.04 Delegation of Rights and Duties. The Administrative Agent may, upon any term or
condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee,
co-agent, employee, attorney-in-fact and any other Person (including any Secured Party). The Administrative Agent and any such
Person may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. Any such Person and its Related Parties shall benefit from this Section 12 to the extent
provided by the Administrative Agent; provided, however, that the exculpatory provisions of this Section 12 shall apply to any such sub-agent and to the Related Parties of the
Administrative Agent and of any such sub-agent, and shall apply to their respective activities in connection with their activities as Administrative Agent. The Administrative Agent shall not be responsible for
the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the
Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. 

12.05 Reliance and Liability. 

(a) The Administrative Agent may, without incurring any liability hereunder, (i) consult with any of its Related Parties and, whether or
not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Obligor) and (ii) rely and act upon any notice, request, certificate, consent, statement, instrument,
document or other writing (including and electronic message, Internet or intranet website posting or other distribution), telephone message or conversation or oral conversation, in each case believed by it to be genuine and transmitted, signed or
otherwise authenticated by the appropriate parties. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such
condition is satisfactory to such Lender unless the Administrative Agent shall have received written notice to the contrary from such Lender prior to the making of such Loan. 

(b) Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or omitted to be taken by any of them
under or in connection with any Loan Document, and each Lender and the Borrower hereby waive and shall not assert (and the Borrower shall cause each other Obligor to waive and agree not to assert) any right, claim or cause of action based thereon,
except to the extent of liabilities resulting primarily from the fraudulent conduct or behavior of the Administrative Agent or, as the case may be, such Related Party (each as determined in a final,
non-appealable judgment or order by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, the Administrative Agent: 

 

  
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 (i) shall not be responsible or otherwise incur liability for any action or omission taken
in reliance upon the instructions of, or with the consent of, the Majority Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the
circumstances as provided in Section 14.04) or for the actions or omissions of any of its Related Parties selected with reasonable care (other than employees, officers and directors of the Administrative Agent, when acting
on behalf of the Administrative Agent); 
 (ii) shall not be responsible to any Secured Party for the (a) validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (b) due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the
attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document; 
 (iii)
makes no warranty or representation, and shall not be responsible, to any Secured Party for, and shall not have any duty to ascertain or inquire into, any statement, document, information, certificate, report, representation or warranty made or
furnished by or on behalf of any Related Party, in or in connection with any Loan Document or any transaction contemplated therein, whether or not transmitted by the Administrative Agent, including as to completeness, accuracy, scope or adequacy
thereof, or for the scope, nature or results of any due diligence performed by the Administrative Agent in connection with the Loan Documents, including, for the avoidance of doubt, the satisfaction of any condition set forth in
Section 6 of this Agreement or elsewhere herein (other than to confirm receipt of items expressly required to be delivered to the Administrative Agent); and 

(iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document or whether
any condition set forth in any Loan Document is satisfied or waived, including, without limiting the generality of the foregoing, as to the financial condition of any Obligor or as to the existence or continuation or possible occurrence or
continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower, any Lender describing such Default or Event of Default clearly
labeled “notice of default” (in which case the Administrative Agent shall promptly give notice of such receipt to all Lenders); 
 and, for each
of the items set forth in clauses (i) through (iv) above, each Lender and the Borrower hereby waives and agrees not to assert (and the Borrower shall cause each other Obligor to waive and agree not to assert) any right,
claim or cause of action it might have against the Administrative Agent based thereon. 
 12.06 Administrative Agent Individually. The
Administrative Agent and its Affiliates may make loans and other extensions of credit to, acquire stock and stock equivalents of, accept deposits from, act as the financial advisor for or in any other advisory capacity for, or engage in any kind of
business with, any Obligor or Affiliate thereof as though it were not acting as the Administrative Agent and may receive separate fees and other payments therefor. To the extent the Administrative Agent or any of its Affiliates makes any Loan or
otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender”, “Majority Lender”,
and any similar terms shall, except where otherwise expressly provided in any Loan Document, include the Administrative Agent or such Affiliate, as the case may be, in its individual capacity as Lender or as one of the Majority Lenders,
respectively. 

  
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 12.07 Lender Credit Decision. Each Lender acknowledges that it has, independently and without
reliance upon the Administrative Agent, any Lender or any of their Related Parties or upon any document solely or in part because such document was transmitted by the Administrative Agent or any of its Related Parties, conducted its own independent
investigation of the financial condition and affairs of each Obligor and has made and continues to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any
transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate. 
 12.08
Expenses; Indemnities. 
 (a) Each Lender agrees to reimburse the Administrative Agent and each of its Related Parties (to the
extent not reimbursed by any Obligor) promptly upon demand for such Lender’s Proportionate Share of any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors paid in the name of, or on behalf of,
any Obligor) that may be incurred by the Administrative Agent or any of its Related Parties in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement (whether through
negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding or otherwise) of, or legal advice in respect of its rights or responsibilities under, any Loan Document. 

(b) Each Lender further agrees to indemnify the Administrative Agent (or any sub-agent thereof) and
any Related Parties of the Administrative Agent (or any such sub-agent) (to the extent not paid by any Obligor), from and against such Lender’s aggregate Proportionate Share of the liabilities (including
taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to on or for the account of any Lender) that may be imposed on, incurred by or asserted against the Administrative Agent (or any sub-agent thereof) or any Related Parties of the Administrative Agent (or any such sub-agent) in any matter relating to or arising out of, in connection with or as a result of
any Loan Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by the Administrative Agent (or any
sub-agent thereof) or any Related Parties of the Administrative Agent (or any such sub-agent) under or with respect to any of the foregoing; provided that no
Lender shall be liable to the Administrative Agent (or any sub-agent thereof) or any Related Parties of the Administrative Agent (or any such sub-agent) to the extent
such liability has resulted primarily from the gross negligence or willful misconduct of the Administrative Agent (or any sub-agent thereof) or, as the case may be, such Related Party of the Administrative
Agent (or any sub-agent thereof), as determined by a court of competent jurisdiction in a final non-appealable judgment or order. 

  
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 12.09 Resignation of the Administrative Agent. 

(a) At any time upon not less than thirty (30) days prior written notice to the Lenders and the Borrower, the Administrative Agent may
resign as the “the Administrative Agent” hereunder (in the sole and absolute discretion of the Administrative Agent). If the Administrative Agent delivers any such notice, the Majority Lenders shall have the right, in consultation with the
Borrower, to appoint a successor, which shall be (i) a Lender holding at least thirty percent (30%) of the outstanding principal amount of the Loans or any Affiliate thereof or (ii) any other financial institution consented to by the
Borrower (provided that the consent of the Borrower shall not be required to the extent an Event of Default under Section 10.01(a) or (h) has occurred and is continuing). If a successor Administrative
Agent has not been appointed on or before the effectiveness of the resignation of the resigning Administrative Agent (or such earlier date as shall be agreed by the Majority Lenders) (the “Resignation Effective Date”), then
the resigning Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint any Person reasonably chosen by it as the successor Administrative Agent meeting the qualifications set forth above; provided that in no
event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective on the Resignation Effective Date. 

(b) Effective from the Resignation Effective Date, (i) the resigning Administrative Agent shall be discharged from its duties and
obligations under the Loan Documents to the extent set forth in the applicable resignation notice, (ii) the Majority Lenders shall assume and perform all of the duties of the Administrative Agent until a successor Administrative Agent shall
have accepted a valid appointment hereunder, (iii) the resigning Administrative Agent and its Related Parties shall no longer have the benefit of any provision of any Loan Document other than with respect to (x) any actions taken or
omitted to be taken while such resigning Administrative Agent was, or because the Administrative Agent had been, validly acting as the Administrative Agent under the Loan Documents or (y) any continuing duties such resigning Administrative
Agent will continue to perform, and (iv) subject to its rights under Section 12.04, the resigning Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative
Agent its rights as the Administrative Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as the Administrative Agent, a successor Administrative Agent shall succeed to, and become vested with, all the
rights, powers, privileges and duties of the resigning Administrative Agent under the Loan Documents. 
 12.10 Release of Collateral or
Guarantors. Each Lender hereby consents to the release and hereby directs the Administrative Agent to release, and the Administrative Agent hereby agrees, (or, in the case of Section 12.10(b), release or subordinate)
the following: 
 (a) any Subsidiary of the Borrower from its guaranty of any Obligation of any Obligor (i) if all of the Equity
Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale,
such Subsidiary would not be required to guaranty any Obligations pursuant to Section 8.12(a) and (ii) upon (x) termination of the Commitments and (y) payment and satisfaction in full of all Loans and all
other Obligations that the Administrative Agent has been notified in writing are then due and payable (other than inchoate indemnification and expense reimbursement obligations for which no claim has been made); and 

  
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 (b) any Lien held by the Administrative Agent for the benefit of the Secured Parties against
(i) any Collateral that is disposed of by an Obligor in an Asset Sale permitted by the Loan Documents (including pursuant to a valid waiver or consent), (ii) any property subject to a Lien described in Section 9.02(c)
or (j), and (iii) all of the Collateral and all Obligors, upon (x) termination of the Commitments and (y) payment and satisfaction in full of all Loans and all other Obligations that the Administrative Agent has been notified
in writing are then due and payable (other than inchoate indemnification and expense reimbursement obligations for which no claim has been made). 
 Each
Lender hereby directs the Administrative Agent, and the Administrative Agent hereby agrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary
to release the guarantees and Liens when and as directed in this Section 12.10 and deliver to the Borrower, at the expense of the Borrower, any portion of such Collateral so released pursuant to this
Section 12.10 that is in possession of the Administrative Agent. In addition, in connection with any Permitted Licenses, each Lender hereby authorizes Administrative Agent to, and at the request of the Borrower, the
Administrative Agent shall, negotiate and enter into a non-disturbance agreement and other similar agreements in form and substance reasonably satisfactory to Administrative Agent. 

Notwithstanding the foregoing or anything to the contrary herein, (i) the release of any Obligor from its guaranty of any Obligations under this
Section 12.10 or otherwise hereunder shall only be permitted if any such permitted transaction or series of related transactions is not consummated for the primary purpose of effecting a release of such Obligor from its
Obligations under the Loan Documents in accordance with the terms hereof, and (ii) the Administrative Agent may not effect a release of any Obligor that ceases to be an Obligor due solely to a disposition of Equity Interests in (or issuance of
Equity Interests by) such Obligor, unless in the case of this clause (ii) the transaction related to such release is a disposition of Equity Interests for fair market value to an unaffiliated third party and for a bona fide primary business
purpose. 
 12.11 Additional Secured Parties. The benefit of the provisions of the Loan Documents directly relating to the Collateral or any
Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender as long as, by accepting such benefits, such Secured Party agrees, as among the Administrative Agent and all other Secured Parties, that such Secured
Party is bound by (and, if requested by the Administrative Agent, shall confirm such agreement in a writing in form and substance acceptable to the Administrative Agent) this Section 12 and the decisions and actions
of the Administrative Agent and the Majority Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders) to the same extent a Lender is bound; provided that, notwithstanding the foregoing,
(i) such Secured Party shall be bound by Section 12.08 only to the extent of liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Secured Party, in
which case the obligations of such Secured Party thereunder shall not be limited by any concept of Proportionate Share or similar concept, (ii) each of the Administrative Agent and each Lender shall be entitled to act at its sole discretion,
without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in
jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (iii) such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken
or omitted in respect of the Collateral or under any Loan Document. 

  
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 12.12 Agent May File Proofs of Claim. In case of the pendency of any Insolvency Proceeding or
any other judicial proceeding relating to any Obligor, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrower or any other Obligor) shall be entitled and empowered (but not obligated) by intervention or such proceeding or otherwise: 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other
Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Section 14.03) allowed in such judicial
proceeding; and 
 (b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the
same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due to the Administrative Agent under Section 14.03. 

12.13 [Reserved]. 
 12.14
Acknowledgements of Lenders. 
 (a) If the Administrative Agent notifies a Lender, or any Person who has received funds on behalf
of a Lender (any such Lender or other recipient, a “Payment Recipient”), that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b))
that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by,
such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise,
individually and collectively, an “Erroneous Payment”) and demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of


  
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the Administrative Agent pending its return or repayment as contemplated below in this Section 12.14 and held in trust for the benefit of the Administrative Agent, and
such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative
Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together
with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to
the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice
of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error. 
 (b)
Without limiting immediately preceding clause (a), each Payment Recipient, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees,
distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by
the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment (a “Payment Notice”), (y) that was not preceded or accompanied by a Payment Notice, or (z) that such Payment
Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then, in each such case: (i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an
error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with
respect to such payment, prepayment or repayment; and (ii) such Payment Recipient shall promptly (and, in all events, within one (1) Business Day of its knowledge of the occurrence of any of the circumstances described in immediately
preceding clauses (x), (y) or (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this
Section 12.14(b)(ii). 
 (c) Each Lender hereby authorizes the Administrative Agent to set off, net and apply any
and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender under any Loan Document with respect to any payment of principal, interest, fees or other
amounts, against any amount that the Administrative Agent has demanded to be returned under the preceding clause (a) above. 

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand
therefor by the Administrative Agent in accordance with the preceding clause (a) above, from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous
Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such


  
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Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (i) such Lender shall be deemed to have assigned its Loans (but not its
Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Loans”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may
specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Loans, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and
unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption with respect to such Erroneous Payment
Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such notes shall not affect the effectiveness of the foregoing
assignment), (ii) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a
Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for
the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (iv) the Administrative Agent and the Borrower shall each be deemed
to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (v) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment
Deficiency Assignment. Subject to Section 14.05, the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale,
the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such
Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in
accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and
irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender under the Loan Documents with respect to each Erroneous
Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”) (provided, that the Obligors’ Obligations under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be
duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment). 
  

  
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 (e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay,
discharge or otherwise satisfy any Obligations owed by the Borrower or any other Obligor; provided, that this Section 12.14 shall not be interpreted to increase (or accelerate the due date for), or have the effect of
increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent;
provided, further, that for the avoidance of doubt, the last sentence of clause (d) above and this clause (e) shall not apply to the extent such Erroneous Payment is, and solely with respect to the amount of
such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower or any other Obligor for the purpose of making such Erroneous Payment. 

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby
waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous
Payment received, including waiver of any defense based on “discharge for value” or any similar doctrine. 
 (g) Each party’s
obligations, agreements and waivers under this Section 12.14(g) shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the
termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document. 

SECTION 13. 

GUARANTY 
 13.01 The
Guaranty. The Subsidiary Guarantors hereby unconditionally jointly and severally guarantee to the Administrative Agent and the Lenders, and their successors and assigns, the full and punctual payment in full or performance (whether at stated
maturity, by acceleration or otherwise) of the Obligations, including (i) principal of and interest on the Loans, (ii) all fees and other amounts and Obligations from time to time owing to the Administrative Agent and the Lenders by the
Borrower and each other Obligor under this Agreement or under any other Loan Document, in each case strictly in accordance with the terms hereof and thereof and (iii) the punctual and faithful performance, keeping, observance and fulfillment by
the Borrower and Subsidiary Guarantors of all the agreements, conditions, covenants and obligations of the Borrower and Subsidiary Guarantors contained in the Loan Documents (such obligations being herein collectively called the
“Guaranteed Obligations”). The Subsidiary Guarantors hereby further jointly and severally agree that if the Borrower or any other Obligor shall fail to pay any amount in full when due or perform any such obligation (whether
at stated maturity, by acceleration or otherwise), the Subsidiary Guarantors will promptly pay the same or perform such obligation at the place and in the manner specified herein or in the relevant Loan Document, as the case may be, without any
demand or notice whatsoever, and that in the case of any extension of time of payment or performance or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full or performed when due (whether at extended maturity, by
acceleration or otherwise) in accordance with the terms of such extension or renewal. 

  
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 13.02 Obligations Unconditional. The obligations of the Subsidiary Guarantors under
Section 13.01 shall constitute a guaranty of payment and performance and not of collection and are absolute and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or
enforceability of the Guaranteed Obligations under this Agreement or any other agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, to
the fullest extent permitted by all applicable Laws, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, it being the intent of this
Section 13.02 that the obligations of the Subsidiary Guarantors hereunder shall be absolute and unconditional, joint and several, under any and all circumstances. Without limiting the generality of the foregoing, it
is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Subsidiary Guarantors hereunder, which shall remain absolute and unconditional as described above: 

(a) at any time or from time to time, without notice to the Subsidiary Guarantors, the time for any performance of or compliance with any of
the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; 
 (b) any of the acts mentioned in any of
the provisions of this Agreement or any other agreement or instrument referred to herein shall be done or omitted; 
 (c) the maturity of
any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be extended, modified, supplemented or amended in any respect, or any right under this Agreement or any other agreement or instrument referred to
herein shall be waived or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; 

(d) any lien or security interest granted to, or in favor of, the Secured Parties as security for any of the Guaranteed Obligations shall fail
to be perfected or preserved; 
 (e) any modification or amendment of or supplement to this Agreement or any other Loan Document, including
any such amendment which may increase the amount of, or the interest rates applicable to, any of the Guaranteed Obligations guaranteed hereby; 

(f) any change in the corporate, partnership, limited liability company or other existence, structure or ownership of the Borrower, any
Subsidiary Guarantor or any other guarantor of any of the Guaranteed Obligations, or any Insolvency Proceeding or other similar proceeding affecting the Borrower, any Subsidiary Guarantor or any other guarantor of the Guaranteed Obligations, or any
of their respective assets, or any resulting release or discharge of any obligation of the Borrower, any Subsidiary Guarantor or any other guarantor of any of the Guaranteed Obligations; 

(g) the existence of any claim, setoff or other rights which any Subsidiary Guarantor may have at any time against the Borrower, any other
Subsidiary Guarantor or any other guarantor of any of the Guaranteed Obligations, the Administrative Agent, any Secured Party or any other Person, whether in connection herewith or in connection with any unrelated transactions; provided that,
notwithstanding any other provisions in this Guaranty, nothing in this Guaranty shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; 

  
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 (h) the unenforceability or invalidity of the Guaranteed Obligations or any part thereof or
the lack of genuineness, enforceability or validity of any agreement relating thereto or with respect to the Collateral, if any, securing the Guaranteed Obligations or any part thereof, or any other invalidity or unenforceability relating to or
against the Borrower, any Subsidiary Guarantor or any other guarantor of any of the Guaranteed Obligations, for any reason, related to this Agreement or any other Loan Document, or any provision of applicable Law, decree, order or regulation of any
jurisdiction purporting to prohibit the payment of any of the Guaranteed Obligations by the Borrower, any Subsidiary Guarantor or any other guarantor of the Guaranteed Obligations; 

(i) the disallowance, under any state or federal bankruptcy, insolvency or similar law, of all or any portion of the claims of the Secured
Parties or the Administrative Agent for repayment of all or any part of the Guaranteed Obligations; 
 (j) the failure of any other
guarantor to sign or become party to this Agreement or any amendment, change, or reaffirmation hereof; 
 (k) any release, surrender,
compromise, settlement, waiver, subordination or modification, with or without consideration, of any Collateral securing the Guaranteed Obligations or any part thereof, any other guaranties with respect to the Guaranteed Obligations or any part
thereof, or any other obligation of any person or entity with respect to the Guaranteed Obligations or any part thereof, or any nonperfection or invalidity of any direct or indirect security for the Guaranteed Obligations; or 

(l) any other act or omission to act or delay of any kind by the Borrower, such Guarantor, any other guarantor of the Guaranteed Obligations,
the Administrative Agent, any Secured Party or any other Person or any other circumstance whatsoever which might, but for the provisions of this Section 13.02, constitute a legal or equitable discharge of any
Guarantor’s obligations hereunder. 
 The Subsidiary Guarantors hereby expressly waive diligence, presentment, demand of payment,
protest and all notices whatsoever, and any requirement that the Administrative Agent or any Lender exhaust any right, power or remedy or proceed against the Borrower or any other Subsidiary Guarantor under this Agreement or any other agreement or
instrument referred to herein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. 
 13.03
Discharge Only Upon Payment in Full. Subject to any prior release herefrom of any Subsidiary Guarantor by the Administrative Agent in accordance with (and pursuant to authority granted to the Administrative Agent under) the terms of this
Agreement, each Subsidiary Guarantor’s obligations hereunder shall remain in full force and effect until all of the Guaranteed Obligations shall have been paid in full in cash (other than inchoate indemnification and expense reimbursement
obligations for which no claim has been made) and all other financing arrangements among the Borrower or any Subsidiary Guarantor and the Secured Parties under or 

  
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in connection with this Agreement and each other Loan Document shall have terminated (herein, the “Termination Conditions”), and until the prior and complete satisfaction
of the Termination Conditions all of the rights and remedies under this Guaranty and the other Loan Documents shall survive. Notwithstanding the foregoing, the Administrative Agent hereby agrees to release any Subsidiary of the Borrower from its
guaranty of any Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or
consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guarantee any Obligations pursuant to Section 8.12(a). 

13.04 Additional Waivers; General Waivers. 

(a) Additional Waivers. Notwithstanding anything herein to the contrary, each of the Subsidiary Guarantors hereby absolutely,
unconditionally, knowingly, and expressly waives: 
 (i) any right it may have to revoke this Guaranty as to future indebtedness or notice
of acceptance hereof; 
 (ii) (A) notice of acceptance hereof; (B) notice of any other financial accommodations made or maintained
under the Loan Documents or the creation or existence of any Guaranteed Obligations; (C) notice of the amount of the Guaranteed Obligations, subject, however, to each Subsidiary Guarantor’s right to make inquiry of the Administrative Agent
and the Secured Parties to ascertain the amount of the Guaranteed Obligations at any reasonable time; (D) notice of any adverse change in the financial condition of the Borrower or of any other fact that might increase such Subsidiary
Guarantor’s risk hereunder; (E) notice of presentment for payment, demand, protest, and notice thereof as to any instruments among the Loan Documents; (F) notice of any Event of Default; and (G) all other notices (except if such
notice is specifically required to be given to such Subsidiary Guarantor under this Guaranty or under the other Loan Documents) and demands to which each Subsidiary Guarantor might otherwise be entitled; 

(iii) its right, if any, to require the Administrative Agent and the Secured Parties to institute suit against, or to exhaust any rights and
remedies which the Administrative Agent and the Secured Parties now have or may hereafter have against, any other guarantor of the Guaranteed Obligations or any third party, or against any Collateral provided by such other guarantors or any third
party; and each Subsidiary Guarantor further waives any defense arising by reason of any disability or other defense (other than the defense that the Guaranteed Obligations shall have been fully and finally performed and paid) of any other guarantor
of the Guaranteed Obligations or by reason of the cessation from any cause whatsoever of the liability of any other guarantor of the Guaranteed Obligations in respect thereof; 

(iv) (A) any rights to assert against the Administrative Agent and the Secured Parties any defense (legal or equitable), set-off, counterclaim, or claim which such Subsidiary Guarantor may now or at any time hereafter have against any other guarantor of the Guaranteed Obligations or any third party liable to the Administrative Agent
and the Secured Parties; (B) any defense, set-off, counterclaim or claim, of any kind or nature, arising directly or indirectly from the present or future lack of perfection, sufficiency, validity or
enforceability of the Guaranteed 

  
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Obligations or any security therefor; (C) any defense such Subsidiary Guarantor has to performance hereunder, and any right such Subsidiary Guarantor has to be exonerated, arising by reason
of: (1) the impairment or suspension of the Administrative Agent’s and the Secured Parties’ rights or remedies against any other guarantor of the Guaranteed Obligations; (2) the alteration by the Administrative Agent and the
Secured Parties of the Guaranteed Obligations; (3) any discharge of the obligations of any other guarantor of the Guaranteed Obligations to the Administrative Agent and the Secured Parties by operation of law as a result of the Administrative
Agent’s and the Secured Parties’ intervention or omission; or (4) the acceptance by the Administrative Agent and the Secured Parties of anything in partial satisfaction of the Guaranteed Obligations; and (D) the benefit of any
statute of limitations affecting such Subsidiary Guarantor’s liability hereunder or the enforcement thereof, and any act which shall defer or delay the operation of any statute of limitations applicable to the Guaranteed Obligations shall
similarly operate to defer or delay the operation of such statute of limitations applicable to such Subsidiary Guarantor’s liability hereunder; and 

(v) any defense arising by reason of or deriving from (A) any claim or defense based upon an election of remedies by the Administrative
Agent and the other Secured Parties; or (B) any election by the Administrative Agent and the other Secured Parties under any provision of any state or federal bankruptcy, insolvency or similar law to limit the amount of, or any Collateral
securing, its claim against the Subsidiary Guarantors. 
 (b) General Waivers. Each Subsidiary Guarantor irrevocably waives, to the
fullest extent permitted by Law, any notice not provided for herein. 
 13.05 Reinstatement. The obligations of the Subsidiary Guarantors
under this Section 13 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower in respect of the Guaranteed Obligations is at any time rescinded, annulled,
avoided, set aside, invalidated, declared to be fraudulent or must be otherwise restored or repaid by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization, equitable cause or
otherwise, and the Subsidiary Guarantors jointly and severally agree that they will indemnify the Secured Parties on demand for all reasonable costs and expenses (including fees of counsel) incurred by such Persons in connection with such
rescission, repayment or restoration, including any such costs and expenses incurred in defending against any claim alleging that such payment constituted a preference, fraudulent transfer or similar payment under any state or federal bankruptcy,
insolvency or similar law. The provisions of this Section 13.05 shall survive termination of this Guaranty. 
 13.06
Subrogation. The Subsidiary Guarantors hereby jointly and severally agree that, until the prior and complete satisfaction of all Termination Conditions, they (i) shall have no right of subrogation with respect to the Guaranteed
Obligations and (ii) (ii) waive any right to enforce any remedy which the Secured Parties or the Administrative Agent now have or may hereafter have against the Borrower, any endorser or any other guarantor of all or any part of the Guaranteed
Obligations or any other Person, and each Subsidiary Guarantor waives any benefit of, and any right to participate in, any security or Collateral that may from time to time be given to the Secured Parties and the Administrative Agent to secure the
payment or performance of all or any part of the Guaranteed Obligations or any other liability of the Borrower to the Secured 

  
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Parties. Should any Subsidiary Guarantor have the right, notwithstanding the foregoing, to exercise its subrogation rights prior to complete satisfaction of the Termination Conditions, each
Subsidiary Guarantor hereby expressly and irrevocably (A) subordinates any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification or set-off that such
Subsidiary Guarantor may have prior to the complete satisfaction of the Termination Conditions, and (B) waives any and all defenses available to a surety, guarantor or accommodation co-obligor until all
Termination Conditions are satisfied in full. Each Subsidiary Guarantor acknowledges and agrees that this subordination is intended to benefit the Administrative Agent and the Secured Parties and shall not limit or otherwise affect such Subsidiary
Guarantor’s liability hereunder or the enforceability of this Guaranty, and that the Administrative Agent, the Secured Parties and their respective successors and assigns are intended third party beneficiaries of the waivers and agreements set
forth in this Section 13.06. 
 13.07 Remedies. The Subsidiary Guarantors jointly and severally agree that, as
between the Subsidiary Guarantors, on one hand, and the Administrative Agent and the Lenders, on the other hand, the obligations of the Borrower under this Agreement and under the other Loan Documents may be declared to be forthwith due and payable
as provided in Section 11 (and shall be deemed to have become automatically due and payable in the circumstances provided in Section 11) for purposes of Section 13.01
notwithstanding any stay, injunction or other prohibition, including any such stay upon an Insolvency Proceeding, preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in
the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Subsidiary Guarantors for
purposes of Section 13.01. 
 13.08 Instrument for the Payment of Money. Each Subsidiary Guarantor hereby
acknowledges that the guarantee in this Section 13 constitutes an instrument for the payment of money, and consents and agrees that the Administrative Agent and the Lenders, at their sole option, in the event of a dispute
by such Subsidiary Guarantor in the payment of any moneys due hereunder, shall have the right to proceed by motion for summary judgment in lieu of complaint pursuant to N.Y. Civ. Prac. L&R § 3213. 

13.09 Continuing Guarantee. The guarantee in this Section 13 is a continuing guarantee, and shall apply to all
Guaranteed Obligations whenever arising. 
 13.10 Contribution with Respect to Guaranteed Obligations. 

(a) To the extent that any Subsidiary Guarantor shall make a payment under this Guaranty (a “Guarantor Payment”)
which, taking into account all other Guarantor Payments then previously or concurrently made by any other Subsidiary Guarantor, exceeds the amount which otherwise would have been paid by or attributable to such Subsidiary Guarantor if each
Subsidiary Guarantor had paid the aggregate Guaranteed Obligations satisfied by such Guarantor Payment in the same proportion as such Subsidiary Guarantor’s “Allocable Amount” (as defined below) (as determined immediately prior to
such Guarantor Payment) bore to the aggregate Allocable Amounts of each of the Subsidiary Guarantors as determined immediately prior to the 

  
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making of such Guarantor Payment, then, following the prior and complete satisfaction of the Termination Conditions, such Subsidiary Guarantor shall be entitled to receive contribution and
indemnification payments from, and be reimbursed by, each other Subsidiary Guarantor for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. 

(b) As of any date of determination, the “Allocable Amount” of any Subsidiary Guarantor shall be equal to the maximum
amount of the claim which could then be recovered from such Subsidiary Guarantor under this Agreement without rendering such claim voidable or avoidable under any state or federal bankruptcy, insolvency or similar law or other applicable Law. 

(c) This Section 13.10 is intended only to define the relative rights of the Subsidiary Guarantors, and nothing set
forth in this Section 13.10 is intended to or shall impair the obligations of the Subsidiary Guarantors, jointly and severally, to pay any amounts as and when the same shall become due and payable in accordance with the terms of
this Agreement. 
 (d) The parties hereto acknowledge that the rights of contribution and indemnification hereunder shall constitute assets
of the Subsidiary Guarantor or Subsidiary Guarantors to which such contribution and indemnification is owing. 
 (e) The rights of the
indemnifying Subsidiary Guarantors against other Subsidiary Guarantors under this Section 13.10 shall be exercisable only upon the prior and complete satisfaction of the Termination Conditions. 

13.11 General Limitation on Guarantee Obligations. In any action or proceeding involving any provincial, territorial or state corporate law, or
any state or federal bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Subsidiary Guarantor under Section 13.01 would otherwise be held or determined
to be void, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 13.01, then, notwithstanding any other provision hereof to the contrary,
the amount of such liability shall, without any further action by such Subsidiary Guarantor, the Administrative Agent, any Lender or any other Person, be automatically limited and reduced to the highest amount that is valid and enforceable and not
subordinated to the claims of other creditors as determined in such action or proceeding. 
 SECTION 14. 

MISCELLANEOUS 
 14.01 No
Waiver. No failure on the part of the Administrative Agent or the Lenders to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under any Loan Document shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, power or privilege under any Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies provided herein are cumulative and
not exclusive of any remedies provided by law. 

  
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 14.02 Notices. All notices, requests, instructions, directions and other communications
provided for herein (including any modifications of, or waivers, requests or consents under, this Agreement) or in the other Loan Documents shall be given or made in writing (including by telecopy or email) delivered, if to the Borrower, another
Obligor, the Administrative Agent or any Lender, to its address specified on the signature pages hereto or its Guarantee Assumption Agreement, as the case may be, or at such other address as shall be designated by such party in a written notice to
the other parties. Except as otherwise provided in this Agreement or therein, all such communications shall be deemed to have been duly given upon receipt of a legible copy thereof, in each case given or addressed as aforesaid. All such
communications provided for herein by telecopy shall be confirmed in writing promptly after the delivery of such communication (it being understood that non-receipt of written confirmation of such
communication shall not invalidate such communication). 
 14.03 Expenses, Indemnification, Etc. 

(a) Expenses. Each Obligor, jointly and severally, agrees to pay or reimburse within fifteen (15) Business Days of receipt of a
reasonably detailed invoice (i) the Administrative Agent and the Lenders and their respective Affiliates for all of their reasonable and documented out of pocket costs and expenses (including the reasonable and documented (such documentation
will set forth the aggregate hours during the relevant period and provide a general description of the services rendered by Sullivan & Cromwell LLP (but shall not include individual time detail or a breakdown of tasks by individual) and the
expenses incurred in connection with such services) out of pocket fees, expenses, charges and disbursements of Sullivan & Cromwell LLP, counsel to the Administrative Agent and the Lenders, the reasonable and documented fees (if necessary)
of one local counsel to the Administrative Agent and the Lenders (taken as a whole) in each relevant material jurisdiction, and one regulatory counsel for the Administrative Agent and the Lenders (taken as a whole), and reasonable and documented
printing, reproduction, document delivery, communication and travel costs) in connection with (x) the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents and the making of the Loans, including
post-closing, and (y) the negotiation or preparation of any modification, supplement or waiver of any of the terms of this Agreement or any of the other Loan Documents (whether or not consummated); provided, that, in the case of such
expenses on the Closing Date, the amount of such expenses obligated to be paid by the Obligors shall be net of any amounts previously paid by the Borrower to the Administrative Agent or any Lender as a deposit against such fees, costs and expenses
and (ii) each of the Administrative Agent and the Lenders for all of their reasonable and documented out of pocket costs and expenses (including the fees and expenses of reasonably necessary legal counsel) in connection with the enforcement,
exercise or protection of their rights in connection with this Agreement and the other Loan Documents, including their rights under this Section 14.03, or in connection with the Loans made hereunder, including such
reasonable and documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans and in connection with any
enforcement or collection proceedings resulting from the occurrence of an Event of Default. 

  
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 (b) Indemnification. Each Obligor, jointly and severally, hereby indemnifies the
Administrative Agent (and any sub-agent thereof), the Lenders and their respective Affiliates, directors, officers, employees, attorneys, agents, advisors and controlling parties (each, an
“Indemnified Party”) from and against, and agrees to hold them harmless against, any and all Claims and Losses of any kind including reasonable and documented out of pocket fees and disbursements of any counsel for each
Indemnified Party (limited to one legal counsel in each relevant jurisdiction), that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or relating to (i) this Agreement or
any of the other Loan Documents or the Transactions, (ii) any use made or proposed to be made with the proceeds of the Loans, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated
by any Obligor or any of its Subsidiaries, or (iv) any actual or prospective claim, investigation, litigation or proceeding relating to any of the foregoing, whether based on contract, tort, or any other theory, whether or not such
investigation, litigation or proceeding is brought by any Obligor, any of its Subsidiaries, shareholders or creditors, an Indemnified Party or any other Person, or an Indemnified Party is otherwise a party thereto, and whether or not any of the
conditions precedent set forth in Section 6 are satisfied or the other transactions contemplated by this Agreement are consummated, except to the extent such Claim or Loss is (i) found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct or (ii) is determined by a court of competent jurisdiction
by final and non-appealable judgment to have resulted from a claim brought by any Obligor against an Indemnified Party for material breach in bad faith or reckless disregard of such Indemnified Party’s
obligations hereunder or under any other Loan Document. No Obligor shall assert any claim against any Indemnified Party, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to
this Agreement or any of the other Loan Documents or any of the Transactions or the actual or proposed use of the proceeds of the Loans. The Borrower, its Subsidiaries and Affiliates and their respective directors, officers, employees, attorneys,
agents, advisors and controlling parties are each sometimes referred to in this Agreement as a “Borrower Party”. None of the Administrative Agent and the Lenders shall assert any claim against any Borrower Party, on any
theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the other Loan Documents or any of the Transactions or the actual or proposed use of the proceeds of the
Loans. Notwithstanding the foregoing in this Section 14.03(b), the Obligors shall not be liable for any settlement of any proceeding effected without the Obligors’ consent (which consent shall not be unreasonably withheld, delayed or
conditioned), but if settled with the Obligors’ written consent, or if there is a judgment against an Indemnified Party in any such proceeding, the Obligors shall indemnify and hold harmless each Indemnified Party to the extent and in the
manner set forth above. The Obligors shall not, without the prior written consent of an Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened proceeding
against such Indemnified Party in respect of which indemnity could have been sought hereunder by such Indemnified Party unless (a) such settlement includes an unconditional release of such Indemnified Party from all liability or claims that are
the subject matter of, or arise out of, such proceeding and (b) such settlement does not include any statement as to, or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of such Indemnified Party. This Section
shall not apply with respect to (x) Taxes other than Taxes arising from any non-Tax Claim or Loss governed by this Section 14.03(a) and (y) yield protection matters covered
by Section 5.01, which shall be governed exclusively by Section 5.01. 

  
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 14.04 Amendments, Etc. Except as otherwise expressly provided in this Agreement, any provision
of this Agreement and any other Loan Document may be modified or supplemented only by an instrument in writing signed by the Borrower, the Administrative Agent and the Majority Lenders; provided that: 

(a) any such modification or supplement that is disproportionately adverse to any Lender as compared to other Lenders or subjects any Lender
to any additional obligation shall not be effective without the consent of such affected Lender; 
 (b) the consent of all of the Lenders
shall be required to: 
 (i) amend, modify, discharge, terminate or waive any of the terms of this Agreement or any other Loan Document if
such amendment, modification, discharge, termination or waiver would increase the amount of the Loans or Commitment, reduce the fees payable hereunder, reduce interest rates (provided that the Majority Lenders may rescind an imposition of
default interest hereunder) or other amounts payable with respect to the Loans (excluding mandatory prepayments), extend any date fixed for payment of principal (excluding mandatory prepayments) (it being understood that the waiver of any prepayment
of Loans shall not constitute an extension of any date fixed for payment of principal), interest or other amounts payable relating to the Loans or extend the repayment dates of the Loans (excluding mandatory prepayments); provided that a
waiver of any condition precedent set forth in Section 6.02 or of any Default or Event of Default or a mandatory reduction in Commitments is not considered an increase in Commitments of any Lender) 

(ii) amend, modify, discharge, terminate or waive any Security Document if the effect is to release all or substantially all of the Collateral
subject thereto other than pursuant to the terms hereof or thereof; or 
 (iii) amend this Section 14.04 or
the definition of “Majority Lenders”. 
 Notwithstanding anything to the contrary herein, (A) the Administrative Agent and the Borrower may
amend or modify this Agreement and any other Loan Document to (1) cure any factual or typographical error, omission, defect or inconsistency therein, or (2) grant a new Lien for the benefit of the Lenders, extend an additional Lien over
additional property for the benefit of the Lenders or join additional Persons as Obligors and (B) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or
consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be
increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely than other
affected Lenders shall require the consent of such Defaulting Lender. 

  
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 14.05 Successors and Assigns. 

(a) General. The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the
parties hereto or thereto and their respective successors and assigns permitted hereby or thereby, except that no Obligor may assign or otherwise transfer any of its rights or obligations hereunder or under any of the other Loan Documents (except in
connection with an event permitted under Section 9.03) without the prior written consent of the Administrative Agent. Any Lender may assign or otherwise transfer any of its rights or obligations hereunder or under any of
the other Loan Documents (i) to an assignee in accordance with the provisions of Section 14.05(b), (ii) by way of participation in accordance with the provisions of Section 14.05(e), or
(iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 14.05(f). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the
parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in Section 14.05(e) and, to the extent expressly contemplated hereby, the Indemnified Parties) any legal or
equitable right, remedy or claim under or by reason of this Agreement. 
 (b) Assignments by Lender. Any Lender may at any time
assign to one or more Eligible Transferees (or, if an Event of Default under Section 11.01(a), 11.01(b) or 11.01(h) has occurred and is continuing, or with the prior written consent of the Borrower in its sole and
absolute discretion, to any Person that is not a Defaulting Lender) all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it) and the other Loan Documents; provided
that no such assignment shall be made to any Obligor, any Affiliate of any Obligor, any employees or directors of any Obligor at any time and no such assignment shall be made without the prior written consent of the Administrative Agent. The consent
of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to an Eligible
Transferee described in clause (vi) of the definition thereof); provided that the Borrower shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten
(10) Business Days after having received written notice thereof. Subject to the recording thereof by the Administrative Agent pursuant to Section 14.05(d), and to receipt by the Administrative Agent of a processing and
recordation fee in the amount of $3,500 (provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment) from and after the date such Assignment and
Assumption is recorded in the Register, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of the Lender under this Agreement and
the other Loan Documents, and correspondingly the assigning Lender shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) and the other Loan Documents but shall continue to be entitled to the benefits of
Section 5 and Section 14.03. Any assignment or transfer by the Lender of rights or obligations under this Agreement that does not comply with this
Section 14.05(b) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 14.05(e). If an
assignee is not a Lender, the assignee shall provide the Administrative Agent with all “know your customer” documents requested by the Administrative Agent pursuant to anti-money laundering rules and regulations. 

  
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 (c) Amendments to Loan Documents. Each of the Administrative Agent, the Lenders and
the Obligors agrees to enter into such amendments to the Loan Documents, and such additional Security Documents and other instruments and agreements, in each case in form and substance reasonably acceptable to the Administrative Agent, the Lenders
and the Obligors, as shall reasonably be necessary to implement and give effect to any assignment made under this Section 14.05. 

(d) Register. The Administrative Agent, acting solely for this purpose as a non-fiduciary agent
of the Borrower, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal
amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the
Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. In addition, the Administrative Agent shall maintain on the
Register information regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior written notice. Notwithstanding anything to the contrary, any assignment of any Loan shall be effective only upon appropriate entries with respect thereto being made in the Register. 

(e) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower, sell participations to any Person
(other than a natural person, a Defaulting Lender or any Obligor or any of its Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of the Lender’s rights and/or obligations under this Agreement
(including all or a portion of the Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower shall continue to deal solely and directly with such Lender in connection therewith. Any agreement or instrument pursuant to which any
Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that would (i) increase or extend the term of such Lender’s Commitment (it being
understood and agreed that a waiver of any condition precedent set forth in Section 6.02 or of any Default or Event of Default or a mandatory reduction in Commitments is not considered an increase of any Commitment), (ii)
extend the date fixed for the payment of principal (excluding mandatory prepayments) of or interest on the Loans or any portion of any fee hereunder payable to the Participant, (iii) reduce the amount of any such payment of principal, or
(iv) reduce the rate at which interest is payable thereon to a level below the rate at which the Participant is entitled to receive such interest (other than a waiver of default interest). Subject to Section 14.05(f),
the Borrower agrees that each Participant shall be entitled to the benefits of Section 5.01 or 5.03 (subject to the requirements and limitations therein, including the requirements under
Section 5.03(f) (it being understood that the documentation required under Section 5.03(f) shall be delivered to the participating 

  
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Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 14.05(b); provided that such Participant
(i) shall not be entitled to such benefits unless such Participant agrees, for the benefit of the Borrower, to comply with the documentation requirements of Section 5.03(e)(ii) as if it were a Lender and complies with
such requirements, (ii) agrees to be subject to the provisions of Section 5.04 as if it were an assignee under Section 14.05(b) and (iii) shall not be entitled to
receive any greater payment under Section 5.01 or 5.03, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a
greater payment results from a change in Law that occurs after the Participant acquired the applicable participation. To the extent permitted by Law, each Participant also shall be entitled to the benefits of
Section 4.03(a) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the 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 Loans or other obligations under the Loan Documents (the “Participant
Register”); 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 or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded
in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have
no responsibility for maintaining a Participant Register. 
 (f) Limitations on Rights of Participants. A Participant shall not be
entitled to receive any greater payment under Section 5.01 or 5.03 than such Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrower’s prior written consent. 
 (g) Certain Pledges. Any Lender may at
any time pledge or assign a security interest in all or any portion of its rights under the Loan Documents to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided 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. 

(h) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no
such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon
distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent,
the applicable Proportionate Share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and


  
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satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as
appropriate) its full Proportionate Share of all Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with
the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 

14.06 Survival. The obligations of the Borrower under Sections 5.01, 5.03, 14.03, 14.05, 14.06,
14.09, 14.10, 14.11, 14.12, 14.13 and 14.14 and the obligations of the Subsidiary Guarantors under Section 13 (solely to the extent guaranteeing any of the obligations under
the foregoing Sections) shall survive the repayment of the Obligations and the termination of the Commitments and, in the case of the Lenders’ assignment of any interest in the Commitments or the Loans hereunder, shall survive, in the case of
any event or circumstance that occurred prior to the effective date of such assignment, the making of such assignment, notwithstanding that the Lenders may cease to be “Lenders” hereunder. In addition, each representation and warranty
made, or deemed to be made by a Borrowing Notice, herein or pursuant hereto shall survive the making of such representation and warranty. 
 14.07
Captions. The table of contents and captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Agreement. 

14.08 Counterparts, Effectiveness. This Agreement may be executed in any number of counterparts (including electronic imaging means), all of
which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Delivery of an executed signature page of this Agreement by electronic transmission (e.g.,
“pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart hereof. The words “execution,” “execute”, “signed,” “signature,” and words of like import in or
related to any document to be signed in connection with this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby shall be deemed to include electronic signatures, the electronic matching of assignment terms
and contract formations on electronic platforms approved by the Administrative Agent, 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 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. 
 14.09 Governing Law. This Agreement and the
rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other
jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply. 

  
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 14.10 Jurisdiction, Service of Process and Venue. 

(a) Submission to Jurisdiction. Each party hereby irrevocably and unconditionally agrees that it will not commence any action,
litigation or proceeding of any kind or description, whether in law or equity, whether in contract or tort or otherwise, against such other party in any way relating to this Agreement or any Loan Document or the transactions relating hereto or
thereto, in any forum other than the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting
in the Borough of Manhattan), and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action,
litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable Law, in such federal court. Each of the parties hereto agrees that a final judgment in any such action, litigation or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 

(b) [Reserved]. 
 (c)
Waiver of Venue, Etc. Each party hereto irrevocably waives to the fullest extent permitted by law any objection that it may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document and hereby further irrevocably waives to the fullest extent permitted by law any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. A final
judgment (in respect of which time for all appeals has elapsed) in any such suit, action or proceeding shall be conclusive and may be enforced in any court to the jurisdiction of which such party is or may be subject, by suit upon judgment. 

14.11 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 

14.12 Waiver of Immunity. To the extent that any Obligor may be or become entitled to claim for itself or its property or revenues any immunity
on the ground of sovereignty or the like from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment or execution of a judgment, and to the extent that in any such jurisdiction there may be attributed
such an immunity (whether or not claimed), such Obligor hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity with respect to its obligations under this Agreement and the other Loan Documents. 

14.13 Entire Agreement. This Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the
subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof, including any confidentiality (or similar) agreements. EACH OBLIGOR ACKNOWLEDGES, REPRESENTS
AND WARRANTS THAT IN DECIDING TO ENTER 

  
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INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR IN TAKING OR NOT TAKING ANY ACTION HEREUNDER OR THEREUNDER, IT HAS NOT RELIED, AND WILL NOT RELY, ON ANY STATEMENT, REPRESENTATION, WARRANTY,
COVENANT, AGREEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, OF OR WITH ADMINISTRATIVE AGENT OR THE LENDERS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS. 

14.14 Severability. If any provision hereof is found by a court to be invalid or unenforceable, to the fullest extent permitted by any Law the
parties agree that such invalidity or unenforceability shall not impair the validity or enforceability of any other provision hereof. Without limiting the foregoing provisions of this Section 14.14, if
and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by the Bankruptcy Code, or any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
examinership, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect, as determined in good faith by the Administrative
Agent, then such provisions shall be deemed to be in effect only to the extent not so limited. 
 14.15 No Fiduciary Relationship. The
Borrower acknowledges that the Administrative Agent and the Lenders have no fiduciary relationship with, or fiduciary duty to, the Borrower arising out of or in connection with this Agreement or the other Loan Documents, and the relationship between
the Lenders and the Borrower is solely that of creditor and debtor. This Agreement and the other Loan Documents do not create a joint venture among the parties. 

14.16 Confidentiality. The Administrative Agent and each Lender agree to keep confidential, and not disclose to any Person all non-public information provided to them by or on behalf of any Obligor pursuant to this Agreement; provided that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such
information (i) to the Administrative Agent, any other Lender, any Affiliate of a Lender or subject to an agreement to comply with the provisions of this Section, any Eligible Transferee or other assignee permitted under
Section 14.05(b), (ii) subject to an agreement to comply with the provisions of this Section, to any actual or prospective direct or indirect counterparty to any Hedging Agreement (or any professional advisor to such
counterparty), (iii) to its employees, officers, directors, agents, attorneys, accountants, trustees and other professional advisors or those of any of its affiliates (collectively, its “Related Parties”) (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (iv) upon the request or demand of any Governmental Authority or any Regulatory
Authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (v) in response to any order of any court or other Governmental
Authority or as may otherwise be required pursuant to any Law, (vi) if requested or required to do so in connection with any litigation or similar proceeding, (vii) that has been publicly disclosed (other than as a result of a disclosure
in violation of this Section 14.16), (viii) to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a
Lender’s investment 

  
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portfolio in connection with ratings issued with respect to such Lender, (ix) in connection with the exercise of any remedy hereunder or under any other Loan Document, (x) on a
confidential basis to (A) any rating agency in connection with rating the Borrower or its Subsidiaries or the Loans or (B) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers of
other market identifiers with respect to the Loans or (xi) to any other party hereto; provided that, in the case of disclosure pursuant to clause (iv), (v) and (vi) above, the Administrative Agent
or applicable Lender, as applicable, shall promptly provide notice to the Borrower to the extent reasonable and not prohibited by Law or any applicable Governmental Authority. 

14.17 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts that are treated as interest on such Loan under applicable Law (collectively, “charges”), shall exceed the maximum lawful rate (the “Maximum Rate”)
that may be contracted for, charged, taken, received or reserved by the Administrative Agent and the Lender holding such Loan in accordance with applicable Law, the rate of interest payable in respect of such Loan hereunder, together with all
charges payable in respect thereof, shall be limited to the Maximum Rate. To the extent lawful, the interest and charges that would have been paid in respect of such Loan but were not paid as a result of the operation of this Section shall be
cumulated and the interest and charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the amount collectible at the Maximum Rate therefor) until such cumulated amount, together with interest thereon at
the Federal Funds Effective Rate for each day to the date of repayment, shall have been received by such Lender. Any amount collected by such Lender that exceeds the maximum amount collectible at the Maximum Rate shall be applied to the reduction of
the principal balance of such Loan so that at no time shall the interest and charges paid or payable in respect of such Loan exceed the maximum amount collectible at the Maximum Rate. 

14.18 Judgment Currency. 
 (a) If,
for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent permitted by Law, that the rate of exchange used shall be that at
which, in accordance with normal banking procedures, the Administrative Agent could purchase Dollars with such other currency at the buying spot rate of exchange in the New York foreign exchange market on the Business Day immediately preceding that
on which any such judgment, or any relevant part thereof, is given. 
 (b) The obligations of the Obligors in respect of any sum due to the
Administrative Agent hereunder and under the other Loan Documents shall, notwithstanding any judgment in a currency other than Dollars, be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any
sum adjudged to be so due in such other currency the Administrative Agent may, in accordance with normal banking procedures, purchase Dollars with such other currency. If the amount of Dollars so purchased is less than the sum originally due to the
Administrative Agent in Dollars, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent against such loss. If the amount of
Dollars so purchased exceeds the sum originally due to the Administrative Agent in Dollars, the Administrative Agent shall remit such excess to the Borrower. 

  
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 14.19 USA PATRIOT Act. The Administrative Agent and the Lenders hereby notify the Obligors
that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), they are required to obtain, verify and record information that identifies
the Obligors, which information includes the name and address of each Obligor and other information that will allow such Person to identify such Obligor in accordance with the Patriot Act. 

14.20 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding
anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to
the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable 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 the applicable Resolution Authority to any such liabilities arising hereunder
which may be payable to it by any party hereto that is an Affected Financial Institution; and 
 (b) the effects of any Bail-In Action on any such liability, including, if applicable: 
 (i) a reduction in full
or in part or cancellation of any such liability; 
 (ii) a conversion of all, or a portion of, such liability into shares or
other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by
it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or 
 (iii) the
variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any the applicable Resolution Authority. 

14.21 Certain ERISA Matters. 
 (a)
Each Person that becomes party hereto after the date hereof as a Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to
the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or Guarantors, that at least one of the following is
and will be true: 
 (i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise
for purposes of Title I of ERISA or Section 4975 of the Code) of one or more Employee Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Notes or this Agreement;


  
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 (ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions
involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a
class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house
asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Notes and this Agreement; 

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Notes and this Agreement,
(C) the entrance into, participation in, administration of and performance of the Loans, the Notes and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Notes and this Agreement; or 
 (iv) such other
representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. 
 In addition,
unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender making the representation in clause (a) or (2) a Lender making the representation
in clause (a) has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and
warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative
Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent or its Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Notes and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any other Loan
Documents or any documents related hereto or thereto). 
 [Signature Pages Follow] 

 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the day and year first above written. 
  

					
	BORROWER:
	
	SCPHARMACEUTICALS INC.
		
	By:	 	 /s/ John Tucker

		 	Name:	 	John Tucker
		 	Title:	 	President and Chief Executive Officer
	
	 Address for Notices:
  

scPharmaceuticals Inc.
 2400 District Ave. Suite 310

Burlington, MA 01803
 Attn: Rachel Nokes

Tel.: [***]
 Email: [***]

 
 With copies to:

 
 Attn: John Tucker

Email: [***]
  

and
  

Latham & Watkins LLP
 505 Montgomery St. #2000

San Francisco, CA 94111
 Attn: Haim Zaltzman

Tel.: (415) 395-8870














 
					
	ADMINISTRATIVE AGENT:
	
	OAKTREE FUND ADMINISTRATION, LLC
		
	By:	 	Oaktree Capital Management, L.P.
	Its:	 	Managing Member
		
	By:	 	 /s/ Jessica Dombroff

		 	Name:	 	Jessica Dombroff
		 	Title:	 	Vice President
		
	By:	 	 /s/ Brian Price

		 	Name:	 	Brian Price
		 	Title:	 	Senior Vice President
	
	 Address for Notices:
  

Oaktree Fund Administration, LLC
 333 S. Grand Avenue, 28th Fl.
 Los Angeles, CA 90071

Attn: Oaktree Agency
 Email: Oaktreeagency@alterdomus.com

 
 With copies to:

 
 Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071
 Attn: Stephen DeNelsky; Rahul Anand

Email: [***]
  

and
  

Sullivan & Cromwell LLP
 125 Broad Street

New York, NY 10004
 Attn: Ari B. Blaut

Tel.: (212) 558-1656














 
					
	 LENDERS:
  

INPRS STRATEGIC CREDIT HOLDINGS, LLC

		
	By:	 	Oaktree Capital Management, L.P.
	Its:	 	Manager
		
	By:	 	 /s/ Jessica Dombroff

		 	Name:	 	Jessica Dombroff
		 	Title:	 	Vice President
		
	By:	 	 /s/ Brian Price

		 	Name:	 	Brian Price
		 	Title:	 	Senior Vice President
	
	 Address for Notices:
  

Oaktree Fund Administration, LLC
 333 S. Grand Avenue, 28th Fl.
 Los Angeles, CA 90071

Attn:    Oaktree Agency
 Email:
 Oaktreeagency@alterdomus.com
  
 With copies to:

 
 Oaktree Capital Management, L.P.

333 S. Grand Avenue, 28th Fl.

Los Angeles, CA 90071
 Attn: Stephen DeNelsky; Rahul Anand

Email: [***]
  

and
  

Sullivan & Cromwell LLP
 125 Broad Street

New York, NY 10004
 Attn:  Ari B. Blaut

Tel.:   (212) 558-1656














 
			
	OAKTREE GILEAD INVESTMENT FUND AIF (DELAWARE), L.P.
		
	By:	 	Oaktree Fund AIF Series, L.P. – Series T
	Its:	 	General Partner
		
	By:	 	Oaktree Fund GP AIF, LLC
	Its:	 	Managing Member
		
	By:	 	Oaktree Fund GP III, L.P.
	Its:	 	General Partner
		
	By:	 	/s/ Jessica Dombroff
		 	Name: Jessica Dombroff
		 	Title:   Authorized Signatory
		
	By:	 	/s/ Brian Price
		 	Name: Brian Price
		 	Title:   Authorized Signatory
	
	 Address for Notices:
  

Oaktree Fund Administration, LLC


	333 S. Grand Avenue, 28th Fl.
	Los Angeles, CA 90071
	Attn:	 	Oaktree Agency
	Email:	 	Oaktreeagency@alterdomus.com
	
	With copies to:
	
	Oaktree Capital Management, L.P.
	333 S. Grand Avenue, 28th Fl.
	Los Angeles, CA 90071
	Attn: Stephen DeNelsky; Rahul Anand
	Email: [***]
	
	and
	
	Sullivan & Cromwell LLP
	125 Broad Street
	New York, NY 10004
	Attn:	 	Ari B. Blaut
	Tel.:	 	(212) 558-1656













 
			
	OAKTREE SPECIALTY LENDING CORPORATION
		
	By:	 	Oaktree Fund Advisors, LLC
	Its:	 	Investment Adviser
		
	By:	 	/s/ Jessica Dombroff
		 	Name: Jessica Dombroff
		 	Title: Vice President
		
	By:	 	/s/ Brian Price
		 	Name: Brian Price
		 	Title: Senior Vice President
	
	Address for Notices:
	
	Oaktree Fund Administration, LLC
	333 S. Grand Avenue, 28th Fl.
	Los Angeles, CA 90071
	Attn:	 	Oaktree Agency
	Email:	 	Oaktreeagency@alterdomus.com
	
	With copies to:
	
	Oaktree Capital Management, L.P.
	333 S. Grand Avenue, 28th Fl.
	Los Angeles, CA 90071
	Attn: Stephen DeNelsky; Rahul Anand
	Email: [***]
	
	and
	
	Sullivan & Cromwell LLP
	125 Broad Street
	New York, NY 10004
	Attn:	 	Ari B. Blaut
	Tel.:	 	(212) 558-1656













 
					
	OAKTREE STRATEGIC CREDIT FUND
		
	By:	 	Oaktree Fund Advisors, LLC
	Its:	 	Investment Advisor
		
	By:	 	/s/ Jessica Dombroff
		 	Name:	 	Jessica Dombroff
		 	Title:	 	Vice President
		
	By:	 	/s/ Brian Price
		 	Name:	 	Brian Price
		 	Title:	 	Senior Vice President
	
	Address for Notices:
	
	Oaktree Fund Administration, LLC
	333 S. Grand Avenue, 28th Fl.
	Los Angeles, CA 90071
	Attn:	 	Oaktree Agency
	Email:	 	Oaktreeagency@alterdomus.com
	
	With copies to:
	
	Oaktree Capital Management, L.P.
	333 S. Grand Avenue, 28th Fl.
	Los Angeles, CA 90071
	Attn: Stephen DeNelsky; Rahul Anand
	Email: [***]
	
	and
	
	Sullivan & Cromwell LLP
	125 Broad Street
	New York, NY 10004
	Attn:	 	Ari B. Blaut
	Tel.:	 	(212) 558-1656













 
					
	OAKTREE AZ STRATEGIC LENDING FUND, L.P.
		
	By:	 	Oaktree AZ Strategic Lending Fund GP, L.P.
	Its:	 	General Partner
		
	By:	 	Oaktree Fund GP IIA, LLC
	Its:	 	General Partner
		
	By:	 	Oaktree Fund GP II, L.P.
	Its:	 	Managing Member
		
	By:	 	/s/ Jessica Dombroff
		 	Name:	 	Jessica Dombroff
		 	Title:	 	Authorized Signatory
		
	By:	 	/s/ Brian Price
		 	Name:	 	Brian Price
		 	Title:	 	Authorized Signatory
	
	Address for Notices:
	
	Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
	Los Angeles, CA 90071
	Attn:	 	Oaktree Agency
	Email:	 	Oaktreeagency@alterdomus.com
	
	With copies to:
	
	Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
	Los Angeles, CA 90071
	Attn: Stephen DeNelsky; Rahul Anand
	Email: [***]
	
	and
	
	Sullivan & Cromwell LLP 125 Broad Street
	New York, NY 10004
	Attn:	 	Ari B. Blaut
	Tel.:	 	(212) 558-1656













 
					
	OAKTREE LOAN ACQUISITION FUND, L.P.
		
	By:	 	Oaktree Fund GP IIA, LLC
	Its:	 	General Partner
		
	By:	 	Oaktree Fund GP II, L.P.
	Its:	 	Managing Member
		
	By:	 	/s/ Jessica Dombroff
		 	Name:	 	Jessica Dombroff
		 	Title:	 	Authorized Signatory
		
	By:	 	/s/ Brian Price
		 	Name:	 	Brian Price
		 	Title:	 	Authorized Signatory
	
	Address for Notices:
	
	Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
	Los Angeles, CA 90071
	Attn:	 	Oaktree Agency
	Email:	 	Oaktreeagency@alterdomus.com
	
	With copies to:
	
	Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
	Los Angeles, CA 90071
	Attn: Stephen DeNelsky; Rahul Anand
	Email: [***]
	
	and
	
	Sullivan & Cromwell LLP 125 Broad Street
	New York, NY 10004
	Attn:	 	Ari B. Blaut
	Tel.:	 	(212) 558-1656













 
					
	OAKTREE LSL FUND DELAWARE HOLDINGS EURRC, L.P.
		
	By:	 	Oaktree Life Sciences Lending Fund GP, L.P.
	Its:	 	General Partner
		
	By:	 	Oaktree Life Sciences Lending Fund GP Ltd.
	Its:	 	General Partner
		
	By:	 	Oaktree Capital Management, L.P.
	Its:	 	Director
		
	By:	 	/s/ Jessica Dombroff
		 	Name:	 	Jessica Dombroff
		 	Title:	 	Vice President
		
	By:	 	/s/ Brian Price
		 	Name:	 	Brian Price
		 	Title:	 	Senior Vice President
	
	Address for Notices:
	
	Oaktree Fund Administration, LLC 333 S. Grand Avenue, 28th Fl.
	Los Angeles, CA 90071
	Attn:	 	Oaktree Agency
	Email:	 	Oaktreeagency@alterdomus.com
	
	With copies to:
	
	Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Fl.
	Los Angeles, CA 90071
	Attn: Stephen DeNelsky; Rahul Anand
	Email: [***]
	
	and
	
	Sullivan & Cromwell LLP 125 Broad Street
	New York, NY 10004
	Attn:	 	Ari B. Blaut
	Tel.:	 	(212) 558-1656