EXHIBIT 10.1







 





CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS
DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION


 


 


 










____________________________________________________


____________________________________________________


CREDIT AGREEMENT


dated as of November __, 2016


among


PARNELL, INC.

as Borrower,


PARNELL PHARMACEUTICALS HOLDINGS LTD AND CERTAIN
OF ITS SUBSIDIARIES

as Guarantors,


THE LENDERS PARTY HERETO,

as Lenders,


and


SWK FUNDING LLC,

as Agent


____________________________________________________


____________________________________________________



    	 		 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


 


TABLE OF CONTENTS


	 	 	Page
	SECTION 1	DEFINITIONS; INTERPRETATION 



	1
	1.1	Definitions	1
	1.2	Interpretation	20
	1.3	Currency Equivalents.	21
	 	 	 
	SECTION 2	CREDIT FACILITY	21
	2.1	Term Loan	22
	2.2	Bondholder Reserve	22
	2.3	[Reserved]	23
	2.4	Indebtedness Absolute; No offset; Waiver	23
	2.5	Loan Accounting	24
	2.6	Payment of Interest	24
	2.7	Fees	25
	2.8	Prepayment	26
	2.9	Repayment of Term Loan	27
	2.10	Payment	29
	2.11	Nature and Extent of Each Borrower’s Liability.	30
	 	 	 
	SECTION 3	YIELD PROTECTION	32
	3.1	Taxes	32
	3.2	Increased Cost	34
	3.3	[Reserved]	35
	3.4	Manner of Funding; Alternate Funding Offices	35
	3.5	Conclusiveness of Statements; Survival	36
	3.6	Goods and Services Tax - Australia	36
	 	 	 
	SECTION 4	GUARANTY AND INDEMNITY	37
	4.1	Consideration.	37
	4.2	Guarantee.	37
	4.3	Non-Payment or Non-Performance.	37
	4.4	Indemnity.	37
	4.5	Immediate Recourse.	38
	4.6	Continuing Obligations.	38
	4.7	Liability Not Affected.	39
	4.8	Principal and Independent Obligation.	40
	4.9	Deferral of Certain Rights.	40
	4.10	Prove in Liquidation.	41
	4.11	Suspense Account.	41
	4.12	Variations and Replacements.	41
	 	 	 
	SECTION 5	CONDITIONS PRECEDENT	42
	5.1	Prior Debt	42
	5.2	Delivery of Loan Documents	42



 





 



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH
HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 


 


	5.3	Fees	44
	5.4	Representations, Warranties, Defaults	44
	5.5	Diligence	44
	5.6	Organizational Matters	45
	5.7	No Felonies	45
	5.8	No Material Adverse Effect	45
	 	 	 
	SECTION 6	REPRESENTATIONS AND WARRANTIES	45
	6.1	Organization	45
	6.2	Authorization; No Conflict	45
	6.3	Validity; Binding Nature	46
	6.4	Financial Condition	46
	6.5	No Material Adverse Change	46
	6.6	Litigation	46
	6.7	Ownership of Properties; Liens	46
	6.8	Capitalization	47
	6.9	Pension Plans	47
	6.10	Investment Company Act	47
	6.11	No Default	47
	6.12	Margin Stock	48
	6.13	Taxes	48
	6.14	Solvency	48
	6.15	Environmental Matters	48
	6.16	Insurance	49
	6.17	Information	49
	6.18	Intellectual Property and Products	49
	6.19	Restrictive Provisions	50
	6.20	Labor Matters	50
	6.21	Material Contracts	50
	6.22	Compliance with Laws; Health Care Laws	51
	6.23	Existing Indebtedness; Investments, Guarantees and Certain Contracts	52
	6.24	Affiliated Agreements	52
	6.25	Names; Locations of Offices, Records and Collateral; Deposit Accounts	52
	6.26	Non-Subordination	53
	6.27	Broker’s or Finder’s Commissions	53
	6.28	Anti-Terrorism; OFAC	53
	6.29	Security Interest	53
	6.30	Australian Loan Party representations	54
	6.31	Immaterial Subsidiaries	54
	6.32	Survival	54
	 	 	 
	SECTION 7	AFFIRMATIVE COVENANTS	55
	7.1	Information	55
	7.2	Books; Records; Inspections	59
	7.3	Conduct of Business; Maintenance of Property; Insurance	59
	7.4	Compliance with Laws; Payment of Taxes and Liabilities	61
	7.5	Maintenance of Existence	61
	7.6	Employee Benefit Plans	61



 






    	 	ii	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH
HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 


 


	7.7	Environmental Matters	61
	7.8	Collateral Access Agreements; Further Assurances	62
	7.9	Compliance with Health Care Laws	62
	7.10	Cure of Violations	63
	7.11	Tax Sharing Agreements	64
	7.12	Payment of Debt	64
	7.13	Covenants Relating to Terminating Entities.	64
	 	 	 
	SECTION 8	NEGATIVE COVENANTS	65
	8.1	Debt	65
	8.2	Liens	66
	8.3	Dividends; Redemption of Equity Interests	68
	8.4	Mergers; Consolidations; Asset Sales	68
	8.5	Modification of Organizational Documents	68
	8.6	Use of Proceeds	68
	8.7	Transactions with Affiliates	69
	8.8	Inconsistent Agreements	69
	8.9	Business Activities	69
	8.10	Investments	69
	8.11	Certain Restrictions relating to Certain Documents	70
	8.12	Restrictions relating to Revenue Sharing Deed	71
	8.13	Financial Covenants	72
	8.14	Deposit Accounts	72
	8.15	Subsidiaries, partnerships and joint ventures	72
	8.16	Regulatory Matters	73
	8.17	Name; Permits; Dissolution; Insurance Policies; Disposition of Collateral; Taxes; Trade Names	73
	8.18	Truth of Statements	73
	 	 	 
	SECTION 9	EVENTS OF DEFAULT; REMEDIES	73
	9.1	Events of Default	73
	9.2	Remedies	76
	 	 	 
	SECTION 10	AGENT	77
	10.1	Appointment; Authorization	77
	10.2	Delegation of Duties	77
	10.3	Limited Liability	77
	10.4	Reliance	78
	10.5	Notice of Default	78
	10.6	Credit Decision	78
	10.7	Indemnification	79
	10.8	Agent Individually	79
	10.9	Successor Agent	79
	10.10	Collateral and Guarantee Matters	80
	10.11	Subordinated Debt	81
	10.12	Actions in Concert	81



 






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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH
HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


 


	 	 	 
	SECTION 11	MISCELLANEOUS	81
	11.1	Waiver; Amendments	81
	11.2	Notices	82
	11.3	Computations	82
	11.4	Costs; Expenses	83
	11.5	Indemnification by Loan Parties	83
	11.6	Marshaling; Payments Set Aside	84
	11.7	Nonliability of Lenders	84
	11.8	Assignments; Participations	84
	11.9	Confidentiality	86
	11.10	Captions	87
	11.11	Nature of Remedies	87
	11.12	Counterparts	87
	11.13	Severability	87
	11.14	Entire Agreement	88
	11.15	Successors; Assigns	88
	11.16	Governing Law	88
	11.17	Forum Selection; Consent to Jurisdiction	88
	11.18	Waiver of Jury Trial	89
	11.19	Patriot Act	89
	11.20	Anti-money laundering sanctions	89
	11.21	Loan Party Agent.	90
	11.22	General PPSA Provisions.  	90
	 	 	 



 






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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH
HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION 


 


	Annexes	 	 
	Annex I	Commitments and Pro Rata Term Loan Shares	 
	Annex II	Addresses	 
	Annex III	Agent’s Account	 
	 	 	 
	Exhibits	 	 
	Exhibit A	Form of Assignment Agreement	 
	Exhibit B	Form of Compliance Certificate	 
	Exhibit C	Form of Note	 
	Exhibit D	Form of Verification Certificate	 
	 	 	 
	Schedules	 	 
	Schedule 5.1	Prior Debt	 
	Schedule 6.1	Jurisdictions of Organization and Qualification	 
	Schedule 6.8	Capitalization	 
	Schedule 6.16	Insurance	 
	Schedule 6.18(a)	Each Loan Party’s Registered Intellectual Property	 
	Schedule 6.18(b)	Each Loan Party’s Products and Required Permits	 
	Schedule 6.20	Labor Matters	 
	Schedule 6.21	Material Contracts	 
	Schedule 6.25A	Names	 
	Schedule 6.25B	Offices	 
	Schedule 6.27	Broker’s Commissions	 
	Schedule 8.1	Existing Debt	 
	Schedule 8.2	Existing Liens	 
	Schedule 8.7	Transactions with Affiliates	 
	Schedule 8.10	Existing Investments	 
	Schedule 8.11 	Restricted Material Contracts	 
	Schedule 8.14	Deposit Accounts	 














    	 	v	 



     

    

CREDIT AGREEMENT


This Credit Agreement (“Agreement”)
dated as of November __, 2016, among PARNELL, INC., a corporation incorporated under the laws of the state of Delaware, United
States of America (“Borrower”), the Guarantors (as defined herein), SWK FUNDING LLC (in its individual capacity
as a Lender, “SWK”), as administrative, payment and collateral agent and security trustee (in such capacity,
“Agent”) for the financial institutions party hereto from time to time and [LSAF FUNDING ENTITY (“LSAF”)],
as a Lender, (together with SWK, the “Lenders”).


In consideration of the mutual agreements
herein contained, the parties hereto agree as follows:


SECTION
1        Definitions; Interpretation.


1.1             
Definitions.


When used herein the following terms shall
have the following meanings:


“Account Control Agreement”
means, collectively, with respect to any Deposit Account, bank account or securities account maintained by any Loan Party, an agreement
(whether designated as a deposit or securities account control agreement, blocked account control agreement, lockbox agreement,
notice of security interest (account) or otherwise) entered into from time to time, at Agent’s request, among the applicable
Loan Party, Agent and the bank or financial institution at which such Loan Party maintains such Deposit Account, bank account or
securities account, for the purpose of establishing Agent’s control of such Deposit Account, bank account or securities account
under applicable United States, Australian or other law.


“Acquisition” by any Person
means the acquisition by such Person, in a single transaction or in a series of related transactions, of all or substantially all
of the property of another Person, or any division, line of business or other business unit of another Person or at least a majority
of the voting Equity Interests of another Person, in each case whether or not involving a merger or consolidation with such other
Person and whether for cash, property, services, assumption of Debt, securities or otherwise.


“Affiliate” of any Person
means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such
Person, (b) any employee, manager, officer or director of such Person, (c) with respect to any Lender, any entity administered
or managed by such Lender or an Affiliate or investment advisor thereof which is engaged in making, purchasing, holding or otherwise
investing in commercial loans and (d) in relation to an Australian Loan Party and without limiting the other provisions of this
definition, a Related Party. A Person shall be deemed to be “controlled by” any other Person if such Person possesses,
directly or indirectly, (x) power to vote 33% or more of the securities (on a fully diluted basis) having ordinary voting power
for the election of directors or managers (or other equivalent governing persons); provided that if that Person’s
power to vote is not more than 50%, no other Person possesses directly or indirectly, power to vote a greater proportion of such
securities on such matter, or (y) power to direct or cause the direction of the management and policies of such Person whether
by contract or otherwise. Unless expressly stated otherwise herein, neither Agent nor any Lender shall be deemed an Affiliate of
any Borrower or of any Subsidiary.


“Agent” means SWK in its
capacity as administrative, payment and collateral agent and security trustee for all Lenders hereunder and any successor thereto
in such capacity.


“Aggregate Revenue” means
the aggregate of Net Sales and Royalties of, and any other income or revenue actually received (or otherwise recognized in accordance
with GAAP) in connection with any Services offered by and/or product sales or licenses by, the Parent and/or its Subsidiaries.






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HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“Agreement” has the meaning
set forth in the Preamble.


“All Property Agreement”
means the General Security Deed dated as of the Closing Date between each Loan Party and the Agent.


“Approved Fund” means (a) any
fund, trust or similar entity that invests in commercial loans in the ordinary course of business and is advised or managed by
(i) a Lender, (ii) an Affiliate of a Lender, (iii) the same investment advisor that manages a Lender or (iv) an
Affiliate of an investment advisor that manages a Lender or (b) any finance company, insurance company or other financial
institution which temporarily warehouses loans for any Lender or any Person described in clause (a) above.


“Assignment Agreement”
means an agreement substantially in the form of Exhibit A.


“AUD” means the lawful
currency of Australia.


“Australian Collateral Documents”
means, collectively, the Security Trust Deed, the All Property Agreement, the Mortgage of Lease, and all security agreements executed
by any Australian Loan Party in favor of the Agent on behalf of the Lenders creating a security interest over all of the respective
present and after-acquired Collateral owned by the Australian Loan Parties, as subject to, and pursuant to the laws of the Australia;
all in a form reasonably acceptable to the Agent and may be as amended, restated, or otherwise modified from time to time.


“Australian Guarantors”
mean, collectively, Parent, Parnell Technologies Pty Ltd, Parnell Manufacturing Pty Ltd Parnell Pharmaceuticals Pty Ltd, Parnell
Technologies NZ Pty Ltd, Australian Pharma Services Pty Ltd, Parnell Corporate Services Pty Ltd, Parnell Australia Pty Ltd, Parnell
North America Pty Ltd, Parnell Europe Pty Ltd and each a proprietary company limited by shares incorporated under the laws of Australia.


“Australian Loan Parties”
mean Parent and the other Australian Guarantors.


“Authorization” shall have
the meaning set forth in Section 6.22(b)(ii).


“Bankruptcy Code” means
Title 11 of the United States Code, 11 U.S.C § 101 et. seq., as amended from time to time.


“Bondholder Consent” has
the meaning set forth in Section 2.2(a).


“Bondholder Reserve” has
the meaning set forth in Section 2.2(a)(i).


“Bondholder Reserve Amount”
has the meaning set forth in Section 2.2(a)(i).


“Borrower” and “Borrowers”
shall have the meaning set forth in the Preamble. The term “each Borrower” shall refer to each Person comprising
the Borrower if there is more than one such Person, or the sole Borrower if there is only one such Person. The term “any
Borrower” shall refer to any Person comprising the Borrower if there is more than one such Person, or the sole Borrower if
there is only one such Person.






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HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“Business Day” means any
day on which commercial banks are open for commercial banking business in Dallas, Texas, and Sydney, Australia.


“Capital Lease” means,
with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by such
Person that, in conformity with GAAP, is accounted for as a finance lease on the balance sheet of such Person.


“Cash Equivalent Investment”
means, at any time, (a) any evidence of Debt, maturing not more than one year after such time, issued or guaranteed by the
United States or Australian Government or any agency thereof, (b) commercial paper, or corporate demand notes, in each case
(unless issued by a Lender or its holding company) rated at least A-l by Standard & Poor’s Ratings Group or P-l by Moody’s
Investors Service, Inc., (c) any certificate of deposit (or time deposit represented by a certificate of deposit) or banker’s
acceptance maturing not more than one year after such time, or any overnight Federal Funds transaction that is issued or sold by
any Lender (or by a commercial banking institution that is a member of the Federal Reserve System, or is an approved deposit-taking
institution (as defined by the Corporations Act) or is a U.S. branch of a foreign banking institution and in each case has a combined
capital and surplus and undivided profits of not less than $500,000,000), (d) any repurchase agreement entered into with any
Lender (or commercial banking institution of the nature referred to in clause (c) above) which (i) is secured by a fully perfected
security interest in any obligation of the type described in any of clauses (a) through (c) above and (ii) has a market value
at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such Lender (or other
commercial banking institution) thereunder, (e) money market accounts or mutual funds which invest exclusively or substantially
in assets satisfying the foregoing requirements, (f) cash and (g) other short term liquid investments approved in writing
by Agent.


“Change of Control” means
the occurrence of any of the following, unless such action has been consented to in advance in writing by Agent in its sole discretion:


(i)       Parent
shall at any time cease to own, directly or indirectly, 100% of the issued and outstanding Equity Interests of each other Loan
Party;


(iii)       a
Key Person Event; or


(iv)       any
sale or other disposition of all or substantially all of the assets of any Borrower or any other Loan Party except as otherwise
specifically authorized pursuant to this Agreement.


“CLIA” means (a) the Clinical
Laboratory Improvement Act of 1967, as the same may be amended, modified or supplemented from time to time, including without limitation
the Clinical Laboratory Improvement Amendments, 42 U.S.C. § 263a et seq. (“CLIA 88”), and any successor
statute thereto, and any and all rules or regulations promulgated from time to time thereunder, or (b) any equivalent state statute
(and any and all rules or regulations promulgated from time to time thereunder) recognized by the relevant Governmental Authority
as (x) having an “Equivalency” (as defined by CLIA) to CLIA, and (y) offering a compliance and regulatory
framework that is applicable to a Person in such state in lieu of CLIA.


“Closing Date” means November
__, 2016.


“CMS” means the Center for
Medicare and Medicaid Services of the United States of America.






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HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“Collateral” shall mean
the property of Loan Parties described in any Collateral Document pursuant to, or in connection with which, any Loan Party or any
other Person grants a Lien to Agent for the benefit of Lenders.


“Collateral Access Agreement”
means an agreement in form and substance reasonably satisfactory to Agent pursuant to which a mortgagee or lessor of real property
on which Collateral (or any books and records) is stored or otherwise located, or a warehouseman, processor or other bailee of
Inventory or other property owned by any Loan Party, acknowledges the Liens of Agent and waives (or, if approved by Agent, subordinates)
any Liens held by such Person on such property, and, in the case of any such agreement with a mortgagee or lessor, permits Agent
reasonable access to any Collateral stored or otherwise located thereon, including, without limitation, the Landlord Tripartite.


“Collateral Agreement”
means the Collateral Agreement dated as of the Closing Date by each Loan Party signatory thereto in favor of Agent and Lenders.


“Collateral Documents”
means, collectively, the Collateral Agreement, each IP Security Agreement, each Account Control Agreement, the Australian Collateral
Documents, the Pledge Agreement and each other agreement or instrument pursuant to or in connection with which any Loan Party or
any other Person grants a Lien in any Collateral to Agent for the benefit of Lenders, each as amended, restated or otherwise modified
from time to time.


“Commitment” means, as
to any Lender, such Lender’s Pro Rata Term Loan Share.


“Compliance Certificate”
means a certificate substantially in the form of Exhibit B.


“Consolidated Net Income”
means, with respect to Parent and its Subsidiaries, for any period, the consolidated net income (or loss) of Parent and its Subsidiaries
for such period, excluding any gains or non-cash losses from Dispositions, any extraordinary gains or extraordinary non-cash
losses and any gains or non-cash losses from discontinued operations. For the avoidance of doubt, any research and development
incentives provided by an Australian Governmental Authority shall not be deemed to be “extraordinary” for purposes
of this definition.


“Consolidated Unencumbered Liquid
Assets” means, any Cash Equivalent Investment owned by Parent and its Subsidiaries on a consolidated basis which (i)
are held in Deposit Accounts that are located in the U.S. and are subject to Account Control Agreements in favor of Agent in accordance
with this Agreement and (ii) are not the subject of any Lien or other arrangement with any creditor to have its claim satisfied
out of the asset (or proceeds thereof) prior to the general creditors of Parent and such Subsidiaries other than the Lien for the
benefit of Agent and Lender.


“Contingent Obligation”
means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to or otherwise
to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness, obligation or other liability of any other
Person (other than by endorsements of instruments in the course of collection), or guarantees the payment of dividends or other
distributions upon the shares of any other Person. The amount of any Person’s obligation in respect of any Contingent Obligation
shall be deemed to be the amount for which the Person obligated thereon is reasonably expected to be liable or responsible.


“Contract Rate” means a rate
per annum equal thirteen percent (13.00%).






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HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“Control”:


(a)       has
the meaning given in section 50AA of the Corporations Act; and


(b)       in
respect of an “entity” (as defined in the Corporations Act) also includes the direct or indirect power to directly
or indirectly direct the management or policies of the entity or control the membership or voting of the board of directors or
other governing body of the entity (whether or not the power has statutory, legal or equitable force or arises by means of statutory,
legal or equitable rights or trusts, agreements, arrangements, understandings, practices, the ownership of any interest in Marketable
Securities, bonds or instruments of the entity or otherwise).


“Controlled Group” means
all members of a controlled group of corporations and all members of a controlled group of trades or businesses (whether or not
incorporated) under common control which, together with a Loan Party, are treated as a single employer under Section 414 of the
IRC or Section 4001 of ERISA.


“Controlled Substances Act”
means the Drug Abuse Prevention and Control Act; Title 21 of the United States Code, 13 U.S.C, as amended from time to time.


“Copyrights” shall mean
all of each Loan Party’s (or if referring to another Person, such other Person’s) now existing or hereafter acquired
right, title, and interest in and to: (i) copyrights, rights and interests in copyrights, works protectable by copyright, all applications,
registrations and recordings relating to the foregoing as may at any time be filed in the United States Copyright Office or in
any similar office or agency of the United States, any State thereof, any political subdivision thereof or in any other country,
including, without limitation, Australia, and all research and development relating to the foregoing; and (ii) all renewals of
any of the foregoing.


“Corporations Act” means
the Corporations Act 2001 (Cth) of Australia.


“DEA” means the Federal
Drug Enforcement Administration of the United States of America.


“Debt” of any Person means,
without duplication, (a) all present or future actual or contingent indebtedness or other monetary liability of such Person
in respect of money borrowed or raised or any financial accommodation, (b) all indebtedness evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such Person as lessee under Capital Leases which have been or should
be recorded as liabilities on a balance sheet of such Person in accordance with GAAP, (d) all obligations of such Person to
pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course of business),
including payment obligations, earn-outs and similar obligations of such Person arising in connection with an Acquisition or royalty
payments or milestone payments in connection with the acquisition of a product line or product license, (e) all indebtedness
secured by a Lien on the property of such Person, whether or not such indebtedness shall have been assumed by such Person (with
the amount thereof being measured as the lesser of (x) the aggregate unpaid amount of such indebtedness and (y) the fair market
value of such property), (f) all reimbursement obligations, contingent or otherwise, with respect to letters of credit (whether
or not drawn), banker’s acceptances and surety bonds issued for the account of such Person, other than obligations that relate
to trade accounts payable in the ordinary course of business, (g) all Hedging Obligations of such Person, (h) all Contingent
Obligations of such Person in respect of Debt of others, (i) all indebtedness of any partnership of which such Person is a
general partner except to the extent such Person is not liable for 



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such Debt, and (j) all obligations of such Person
under any synthetic lease transaction (including a sale and leaseback transaction), where such obligations are considered
borrowed money indebtedness for tax purposes but the transaction is classified as an operating lease in accordance with GAAP.
In addition to and not in limitation of the foregoing, “Debt” shall include any: (i) obligations under any
bill, bond, debenture, note or other financial instrument (whether or not negotiable); (ii) obligations under any put option,
buy-back or discounting arrangement in respect of any asset or property; (iii) indemnity obligation to the issuer of a
guarantee, indemnity, bank guarantee, bond, letter of credit or similar instrument issued for, at the request of or on behalf
of, a Loan Party; (iv) consideration for the acquisition of an asset or service payable more than 90 days after, as
applicable, the date of the acquisition or the date on which the service is invoiced; (v) lease or hire purchase entered into
primarily as a method of raising finance or financing the acquisition of the asset leased or hired (including any sale and
lease back transaction); (vi) obligation to deliver goods or other property or provide services paid for in advance by any
financier or in relation to another financing transaction; (vii) redeemable shares where the holder has the right
(conditional or not) to require redemption; (viii) dividend or amount of share capital reduction or share buy back which is
declared or authorised and not paid; (ix) receivables sold (other than to the extent they are sold on a non-recourse basis);
(x) Hedging Obligation; and (xi) guarantee of other Debt described above.


“Debtor Relief Law” means,
collectively, the Bankruptcy Code, and all other United States or foreign applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor relief laws from time to time in effect affecting
the rights of creditors generally, in each case as amended from time to time.


“Deed of Priority” means
the Deed of Priority, dated as of the Closing Date, executed by Agent, Parnell 2013 Bonds Pty Ltd (ACN 162 432 537) of Unit 4,
476-492 Gardeners Road, Alexandria, New South Wales, Australia 2015, as trustee of the 2013 Security Trust for and on behalf of
2013 Bondholders, and one or more Loan Parties.


“Default” means any event
that, if it continues uncured, will, with the lapse of time or the giving of notice or both, constitute an Event of Default.


“Default Rate” means a rate
per annum equal to the lesser of (i) three percent (3%) over the Contract Rate, or (ii) the maximum rate of interest
permitted to be charged by applicable laws or regulation governing this Agreement until paid.


“Deposit Account” means,
individually and collectively, any bank or other depository accounts of any Loan Party.


“Disposition” means, as
to any asset or right of any Loan Party, (a) any sale, lease, assignment or other transfer (other than to any other Loan Party),
(b) any loss, destruction or damage thereof, or (c) any condemnation, confiscation, requisition, seizure or taking thereof,
in each case excluding the sale of Inventory or Product in the ordinary course of business; provided however, that at all
times prior to the occurrence and continuance of a Default or an Event of Default, any Permitted Out-License shall not constitute
a “Disposition” for purposes of this Agreement.


“Disqualified Equity Interests”
means any Equity Interests requiring any Loan Party or its Subsidiaries to, directly or indirectly, pay any dividends or distributions
on, or purchase, redeem or retire, such Equity Interests, in each case, prior to the Term Loan Maturity Date, or make any payment
on account of or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or
other acquisition of such Equity Interests, or make any other distribution in respect thereof, either directly or indirectly, whether
in cash or property or in obligations of any Loan Party or any of its Subsidiaries, in each case, prior to the Term Loan Maturity
Date.






    	 	6	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“Dollar” and “$”
mean lawful money of the United States of America.


“Drug Application” means
a new drug application, an abbreviated drug application, or a product license application for any Product, as appropriate, as those
terms are defined in the FD&C Act, and as may be similarly defined or expressed under the applicable laws of any other jurisdiction
(including, without limitation, Australia), or as related to or in connection with any drug application under the applicable laws
of any other jurisdiction (including, without limitation, Australia).


“EBITDA” means, for any
Person and its Subsidiaries for any period, Consolidated Net Income for such period plus, to the extent deducted in determining
such Consolidated Net Income for such period (and without duplication), (i) Interest Expense, (ii) income tax expense
(including tax accruals), (iii) depreciation and amortization, (iv) in the case of the Loan Parties, management fees,
transaction fees and out-of-pocket expenses paid to its Affiliates to the extent permitted under Section 8.3, (v) nonrecurring
cash fees, costs and expenses incurred in connection with Acquisitions permitted by this Agreement, and milestone and royalty payments
to any third party, in relation to any Material Contract, (vi) non-cash expenses relating to equity-based compensation or purchase
accounting and (vii) other non-recurring and/or non-cash expenses or charges.


“EBITDA Trigger Event”
means, as it relates to any Fiscal Quarter, the failure of Parent and its Subsidiaries to maintain, on a consolidated basis, EBITDA
for the twelve (12) consecutive month period ending on the last Business Day of any Fiscal Quarter set forth in the table below
(designated by ”Q” in the table below) equal to or greater than the applicable amount set forth in the table below
for such period:


	Minimum LTM EBITDA (in Millions of Dollars) as of the end of:
	Q4 2016	Q1 2017	Q2 2017	Q3 2017	Q4 2017	Q1 2018	Q2 2018	Q3 2018	Q4 2017
	***	***	***	***	***	***	***	***	***


 


“Employee Priority Liabilities”
means, at any time, the sum of each of the following assuming that the Australian Loan Parties were then in liquidation and section
556 of the Corporations Act applied to them at that time: (i) the gross wages, superannuation contributions and superannuation
guarantee charge payable to or on behalf of employees of the Australian Loan Parties; (ii) liabilities of Australian Loan Parties
to pay the amounts of estimates under Division 268 in Schedule 1 to the Taxation Administration Act 1953 of superannuation
guarantee charge referred to in clause (i); (iii) all amounts due by Australian Loan Parties to employees in respect of leave of
absence; (iv) retrenchment payments; (v) all amounts due by Australian Loan Parties to employees in respect of long service leave
or extended leave; and (vi) any other amount referred to in section 561 (Priority of Employee's Claims Over Circulating Assets)
of the Corporations Act, in each case at that time (and in each case where the terms: (a) “wages”, “superannuation
guarantee charge” and “leave of absence” have the meaning given to them in section 9 of the Corporations Act;
(b) “superannuation contribution”, “retrenchment payment” and “employee” have the meaning given
to them in section 556(2) of the Corporations Act; and (c) “company” means each Australian Loan Party).






    	 	7	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“Environmental Claims”
means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility
for violation of any Environmental Law, or for release or injury to the environment or any Person or property.


“Environmental Laws” means
all present or future foreign, federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes,
together with all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with,
any Governmental Authority, in each case relating to any matter arising out of or relating to the effect of the environment on
health and safety, or pollution or protection of the environment or workplace, including any of the foregoing relating to the presence,
use, production, generation, handling, transport, treatment, storage, disposal, distribution, discharge, release, control or cleanup
of any Hazardous Substance.


“Equity Interests” means,
with respect to any Person, its equity ownership interests, its common stock and any other capital stock or other equity ownership
units of such Person authorized from time to time, and any Marketable Security or other shares, options, interests, participations
or other equivalents (however designated) of or in such Person, whether voting or nonvoting, including, without limitation, common
stock, options, warrants, preferred stock, phantom stock, membership units (common or preferred), stock appreciation rights, membership
unit appreciation rights, convertible notes or debentures, stock purchase rights, membership unit purchase rights and all securities
convertible, exercisable or exchangeable, in whole or in part, into any one or more of the foregoing.


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


“Event of Default” means
any of the events described in Section 9.1.


“Excluded Taxes” has the
meaning set forth in Section 3.1(a).


“Exempt Accounts” means
any Deposit Accounts, securities accounts or other similar accounts (i) into which there are deposited no funds other than those
intended solely to cover compensation to employees of the Loan Parties (and related contributions to be made on behalf of such
employees to health and benefit plans) plus balances for outstanding checks for compensation and such contributions from prior
periods; or (ii) constituting employee withholding accounts that contain only funds deducted from pay otherwise due to employees
for services rendered to be applied toward the tax obligations of such Person or its employees.


“External Administrator”
means an administrator, controller or managing controller (each as defined in the Corporations Act), trustee, provisional liquidator,
liquidator or any other person (however described) holding or appointed to an analogous office or acting or purporting to act in
an analogous capacity.


“Fair Valuation” shall
mean the determination of the value of the consolidated assets of a Person on the basis of the amount which may be realized in
relation to each of those assets by a willing seller within a reasonable time through collection or sale of such assets at market
value to interested buyers who are willing to purchase under ordinary selling conditions in an arm’s length transaction.


“FATCA” means Sections
1471 through 1474 of the IRC and any current or future regulations thereunder or official interpretations thereof.






    	 	8	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“FD&C Act” means the
Federal Food, Drug, and Cosmetic Act, 21 U.S.C. §§ 301 et seq., as amended.


“FDA” means the United
States Food and Drug Administration.


“FDA Authorization” the
entitlement or right granted by the FDA to distribute and market the Hormone Program.


“FDA Law and Regulation”
means the provisions of the FD&C Act and all applicable regulations promulgated by the FDA.


“FDA Products” means any
finished products sold by any Borrower or any of the other Loan Parties for itself or for a third party that are subject to the
FDA Law and Regulation.


“Fiscal Quarter” means
the 3-month period ending on the last day of March, June, September or December of any calendar year.


“Fiscal Year” means the
fiscal year of Parent and its Subsidiaries, which period is currently the 12-month period ending on June 30 of each year.


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


“FRB” means the Board of
Governors of the Federal Reserve System or any successor thereto.


“GAAP” means accounting
standards, principles and practices applying by law or otherwise generally accepted and consistently applied in Australia; provided,
however, that if, after the Closing Date, the statutory accounts of Parent (or any new holding company of Parent established
pursuant to a transaction permitted hereby) are prepared under the laws of the United States of America, then “GAAP”
shall mean generally accepted accounting principles in effect in the United States of America set forth from time to time in the
opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority
within the U.S. accounting profession), which are applicable to the circumstances as of the date of determination.


“General Security Deed”
means that certain General Security Deed, dated as of the Closing Date, among each Australian Loan Party and the Agent (in its
capacity as security trustee), as amended, restated, or otherwise modified from time to time.


“Governmental Authority”
means any nation or government, any state or other political subdivision thereof, and any agency, branch of government, department,
commission, authority or Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining
to government and any corporation or other Person owned or controlled (through stock or capital ownership or otherwise) by any
of the foregoing, whether domestic or foreign. Governmental Authority shall include any agency, branch or other governmental body
charged with the responsibility and/or vested with the authority to administer and/or enforce any Health Care Laws.


“Guarantors” mean Australian
Guarantors, New Zealand Guarantor, United Kingdom Guarantor and U.S. Guarantors and each other Person who now or hereafter guarantees
payment of all or a portion of the Obligations.






    	 	9	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“Hazardous Substances”
means any hazardous waste, hazardous substance, pollutant, contaminant, toxic substance, oil, hazardous material, chemical or other
substance regulated by any Environmental Law.


“Health Care Laws” mean
all foreign, federal and state fraud and abuse laws relating to the regulation of healthcare products, pharmaceutical products,
laboratory facilities and services, healthcare providers, healthcare professionals, healthcare facilities, clinical research facilities
or healthcare payors, including but not limited to (i) the federal Anti-Kickback Statute (42 U.S.C. (§1320a-7b(b)), the Stark
Law (42 U.S.C. §1395nn and §1395(q)), the civil False Claims Act (31 U.S.C. §3729 et seq.), TRICARE (10 U.S.C. Section
1071 et seq.), Section 1320a-7 and 1320a-7a of Title 42 of the United States Code and the regulations promulgated pursuant to such
statues; (ii) the Health Insurance Portability and Accountability Act of 1996 (Pub. L. No. 104-191), as amended by the Health Information,
Technology for Economic and Clinical Health Act of 2009 (collectively, “HIPPA”), and the regulations promulgated thereunder,
(iii) Medicare (Title XVIII of the Social Security Act) and the regulations promulgated thereunder; (iv) Medicaid (Title XIX of
the Social Security Act) and the regulations promulgated thereunder; (v) the FD&C Act and all applicable requirements, regulations
and guidances issued thereunder by the FDA (including FDA Law and Regulation); (vi) the Controlled Substances Act, as amended,
and all applicable requirements, regulations and guidances issued thereunder by the DEA; (vii) CLIA, as amended, and all applicable
requirements, regulations, and guidance issued thereunder by the applicable Governmental Authority; (viii) quality, safety and
accreditation standards and requirements of all applicable foreign and domestic federal, provincial or state laws or regulatory
bodies; (ix) all applicable licensure laws and regulations; (x) all applicable professional standards regulating healthcare providers,
healthcare professionals, healthcare facilities, clinical research facilities or healthcare payors; and (xi) any and all other
applicable health care laws (whether foreign or domestic), regulations, manual provisions, policies and administrative guidance,
including those related to the corporate practice of medicine, fee-splitting, state anti-kickback or self-referral prohibitions,
each of clauses (i) through (xi) as may be amended from time to time.


“Hedging Obligation” means,
with respect to any Person, any liability of such Person under any interest rate, currency or commodity swap agreement, cap agreement
or collar agreement, and any other agreement or arrangement designed to protect a Person against fluctuations in interest rates,
currency exchange rates or commodity prices. The amount of any Person’s obligation in respect of any Hedging Obligation shall
be deemed to be the incremental obligation that would be reflected in the financial statements of such Person in accordance with
GAAP.


“Hormone Program” means
the products sold as Estroplan and Gonabreed, including, for the avoidance of doubt, OVsync, the Synchronization Pack and any other
product combination of Estroplan and Gonabreed.


“Indemnified Taxes” has
the meaning set forth in Section 3.1(a).


“Insolvency Event” means,
in respect of any Person, any of the following occurring:


(a)       a
controller (as defined in section 9 of the Corporations Act), administrator or similar officer is appointed in respect of a person
or any asset of a person;






    	 	10	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(b)       it
becomes insolvent within the meaning of section 95A, or is taken to have failed to comply with a statutory demand under section 459F(1),
or must be presumed by a court to be insolvent under section 459C(2), or is the subject of a circumstance specified in section 461
(whether or not an application to court has been made under that section) or, if the person is a Part 5.7 body, is taken to
be unable to pay its debts under section 585, of the Corporations Act, or admits in writing that it is insolvent or unable
to pay its debts;


(c)       except
with the Agent’s consent:


(i)       it
is the subject of a Liquidation, or an order or an application is made for its Liquidation;


(ii)       an
effective resolution is passed or meeting summoned or convened to consider a resolution for its Liquidation; or


(iii)       it
is the subject of an application proposing or implementing a creditors’ scheme of arrangement under the Corporations Act;


(iv)       it
is the subject of an application proposing a moratorium of any debts of a person, any other assignment, compromise, composition
or arrangement (formal or informal) with its creditors, or any similar proceeding or arrangement by which its assets are subjected
conditionally or unconditionally to the control of its creditors or a trustee or any agreement or other arrangement of the type
referred to in this paragraph (b)(iv) is ordered, declared or agreed to;


(d)       an
External Administrator is appointed to it or any of its assets or a step is taken to do so or its Related Party requests such an
appointment;


(e)       if
a registered corporation under the Corporations Act, a step is taken under section 601AA, 601AB or 601AC of the Corporations
Act to cancel its registration;


(f)       if
a trustee of a trust, it is unable to satisfy out of the assets of the trust the liabilities incurred by it for which it has a
right to be indemnified from the assets of the trust as and when those liabilities fall due;


(g)       any
writ of execution, garnishee order, mareva injunction or similar order, attachment or other process is made, levied or issued against
or in relation to any of its assets;


(h)       an
analogous or equivalent event to any listed above occurs in any jurisdiction; or


(g)       it
stops or suspends payment to all or a class of creditors generally.


“Intellectual Property”
shall mean all present and future: trade secrets, know-how and other proprietary information; Trademarks and Trademark Licenses
(as defined in the Collateral Agreement or referred to in the All Property Agreement), internet domain names, service marks, trade
dress, trade names, business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of
the foregoing) indicia and other source and/or business identifiers, and the goodwill of the business relating thereto and all
registrations or applications for registrations which have heretofore been or may hereafter be issued thereon throughout the world;
Copyrights (including Copyrights for computer programs, but excluding commercially available off-the-shelf software and any Intellectual
Property rights relating thereto) and Copyright Licenses (as defined in the Collateral Agreement or referred to in the All Property
Agreement) and all tangible and intangible property embodying the Copyrights, unpatented inventions (whether or not patentable);
Patents and Patent Licenses (as defined in the Collateral Agreement or referred to in the All Property Agreement); industrial design
applications and registered industrial designs; license agreements related to any of the foregoing and income therefrom, books,
records, writings, computer tapes or disks, flow diagrams, specification sheets, computer software, source codes, object codes,
executable code, data, databases and other physical manifestations, embodiments or incorporations of any of the foregoing; customer
lists and customer information, the right to sue for all past, present and future infringements of any of the foregoing; all other
intellectual property; and all common law and other rights throughout the world in and to all of the foregoing.



    	 	11	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“Interest Expense” means
for any period the consolidated interest expense of Parent and its Subsidiaries for such period (including all imputed interest
on Capital Leases).


“Inventory” has the meaning
set forth in the Collateral Agreement.


“Investment” means, with
respect to any Person, (a) the purchase of any debt or equity security of any other Person, (b) the making of any loan
or advance to any other Person, (c) becoming obligated with respect to a Contingent Obligation in respect of obligations of
any other Person (other than travel and similar advances to employees in the ordinary course of business) or (d) the making
of an Acquisition.


“IP Security Agreement”
means any security agreement executed by any Loan Party that grants (or is prepared as a notice filing or recording with respect
to) a Lien or security interest in favor of Agent and Lenders on Intellectual Property.


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


“IRS” means the United
States Internal Revenue Service.


“Key Person Event” means
both of the following events shall have occurred, unless consented to in advance in writing by Agent: (i) Robert Joseph shall
no longer serve in the active management and control of Parent and its Subsidiaries and (ii) Brad McCarthy shall no longer serve
in the active management and control of Parent and its Subsidiaries, unless, in either case, he is replaced within ninety (90)
days thereof with a Person of like qualification and experience and which has been approved in such capacity in writing by Agent.


“Landlord Tripartite” means
the Landlord Tripartite Deed dated as of the Closing Date, executed by Agent, Helion Properties Pty Ltd, Parnell Manufacturing
Pty Ltd and National Australia Bank Limited, regarding the Property and the Mortgage of Lease.


“Legal Costs” means, with
respect to any Person, all reasonable out-of-pocket fees and charges of any counsel, accountants, auditors, appraisers, consultants
and other professionals to such Person, and all court costs and similar legal expenses.


“Lenders” has the meaning
set forth in the Preamble.


“Lien” means, with respect
to any Person, any interest granted by such Person in any real or personal property, asset or other right owned or being purchased
or acquired by such Person which secures payment or performance of any obligation and shall include any mortgage, lien, encumbrance,
charge, “security interest” as defined in the PPS Law or other security interest of any kind, whether arising by contract,
as a matter of law, by judicial process or otherwise.






    	 	12	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“Liquidation” means:


(a)       a
winding up, dissolution, liquidation, provisional liquidation, administration, bankruptcy or other proceeding for which an External
Administrator is appointed, or an analogous or equivalent event or proceeding in any jurisdiction; or


(b)       an
arrangement, moratorium, assignment or composition with or for the benefit of creditors or any class or group of them.


“Loan” means the Term Loan
and any other advances made by Agent and Lenders in accordance with the Loan Documents.


“Loan Documents” means
this Agreement, the Notes, the Collateral Documents, the Collateral Access Agreements, the Deed of Priority, the Security Trust
Deed and all documents, instruments and agreements delivered in connection with the foregoing (including any document to which
both Agent and a Loan Party are party which states that it is a Loan Document for purposes of this Agreement).


“Loan Party” means each
Borrower, each Guarantor and each other Person that is liable for payment of any Obligations or that has granted a Lien in favor
of Agent on its assets to secure any Obligations.


“Loan Party Agent” has
the meaning set forth in Section 11.21.


“LSAF” means [LSAF Lender
entity].


“Margin Stock” means any
“margin stock” as defined in Regulation T, U or X of the FRB.


“Marketable Security” means:


(a)       a “marketable
security” as defined in the Corporations Act;


(b)       a negotiable
instrument;


(c)       a unit or other
interest in a trust or partnership; and


(d)       a right or
an option in respect of any of the above, whether issued or unissued.


“Material Adverse Effect”
means (a) a material adverse change in, or a material adverse effect upon, the financial condition, operations, assets, business,
properties or prospects of the Loan Parties taken as a whole, (b) a material impairment of the ability of any Loan Party to
perform any of its Obligations under any Loan Document or (c) a material adverse effect upon any material portion of the Collateral
under the Collateral Documents or upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan
Document. For the avoidance of doubt, the investigation, inspection, examination, audit or view of the operations of any Loan Party
in the ordinary course of business by any Governmental Authority shall not in itself be deemed to be a Material Adverse Effect
or be deemed to be an event that could or would reasonably be expected to result in or have a Material Adverse Effect.






    	 	13	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“Material Contracts” has
the meaning assigned in Section 6.21 hereof.


“Maturity Exit Fee” has
the meaning set forth in Section 2.7(b).


“Mortgage of Lease” means
the mortgage of lease dated as of the Closing Date granted by Parnell Manufacturing Pty Ltd in favor of the Agent.


“Multiemployer Pension Plan”
means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any member of the Controlled
Group may have any liability.


“Net Cash Proceeds” means
with respect to any Disposition, the aggregate cash proceeds (including cash proceeds received pursuant to policies of insurance
and by way of deferred payment of principal pursuant to a note, installment receivable or otherwise, but only as and when received)
received by the Loan Parties pursuant to such Disposition, net of (i) the reasonable direct costs relating to such Disposition
(including sales commissions and legal, accounting and investment banking fees, commissions and expenses), (ii) any portion
of such proceeds deposited in an escrow account pursuant to the documentation relating to such Disposition (provided that
such amounts shall be treated as Net Cash Proceeds upon their release from such escrow account to and receipt by the applicable
Loan Party), (iii) taxes and other governmental costs and expenses paid or reasonably estimated by a Loan Party to be payable
as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (iv) amounts
required to be applied to the repayment of any Debt (together with any interest thereon, premium or penalty and any other amount
payable with respect thereto) secured by a Lien, if any, that has priority over the Lien of Agent on the asset subject to such
Disposition, and (v) reserves for purchase price adjustments and retained liabilities reasonably expected to be payable by the
Loan Parties in connection therewith established in accordance with GAAP (provided that if, upon the final determination
of the amount paid in respect of such purchase price adjustments and retained liabilities, the actual amount of purchase price
adjustments and retained liabilities paid is less than such reserves, the difference shall, at such time, constitute Net Cash Proceeds).


“Net Sales” means the gross
amount billed or invoiced by Parent and its Subsidiaries for its and their sales of veterinary pharmaceutical products and other
pharmaceutical and/or healthcare products to independent customers, less deductions in the ordinary course of business for (a)
quantity, trade, cash or other discounts, allowances, credits or rebates (including customer rebates) actually allowed or taken,
(b) amounts deducted, repaid or credited by reason of rejections or returns of goods and government mandated rebates, or because
of chargebacks or retroactive price reductions, (c) charges for freight, handling, postage, transportation, insurance and other
shipping charges and (d) taxes, tariffs, duties or other governmental charges or assessments (including any sales, value added
or similar taxes other than an income tax) levied, absorbed or otherwise imposed on or with respect to the production, sale, transportation,
delivery or use of such veterinary pharmaceutical products or other pharmaceutical or healthcare products. A veterinary pharmaceutical
product or other pharmaceutical or healthcare product shall be considered sold when billed out or invoiced. To the extent applicable,
components of Net Sales shall be determined in the ordinary course of business in accordance with historical practice and using
the accrual method of accounting in accordance with GAAP. For the purposes of calculating Net Sales, the Lenders and Agent understand
and agree that Affiliates, licensees and sub-licensees of the Loan Parties shall not be regarded as independent customers.


“New Zealand Guarantor”
means Parnell NZ Co Limited, a corporation organized under the laws of New Zealand.






    	 	14	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“New Zealand Warehouse Agreement”
means that certain Services Agreement, dated March 4, 2010, among Supply Chain Solutions (N.Z.) Limited, Parnell Laboratories New
Zealand Limited and Parnell Laboratories (Aust) Pty Ltd.


“Non-Consenting Bondholder”
has the meaning set forth in Section 2.2(a).


“Note” means a promissory
note substantially in the form of Exhibit C.


“Obligations” means all
liabilities, indebtedness and obligations (monetary (including post-petition interest, allowed or not) or otherwise) of any Loan
Party under this Agreement, any other Loan Document or any other document or instrument executed in connection herewith or therewith
which are owed to Agent or any Lender or Affiliate of a Lender, in each case howsoever created, arising or evidenced, whether direct
or indirect, absolute or contingent, now or hereafter existing, or due or to become due. For the avoidance of doubt, “Obligations”
shall include (i) any obligation to pay the Origination Fee, the Maturity Exit Fee or the Prepayment Fee (as applicable), interest
accrued at the Default Rate and any other fees, costs, indemnifications or reimbursements provided for hereunder or under the Loan
Documents and (ii) any obligation to apply Revenue-Based Payments or other amounts (to the extent of such Revenue-Based Payments
or other amounts) to the Revenue-Based Premium as provided for under Section 2.9.1(b) or 2.10.2.


“OFAC” means the U.S. Department
of Treasury’s Office of Foreign Asset Control.


“Origination Fee” has the
meaning set forth in Section 2.7.


“Paid in Full”, “Pay
in Full” or “Payment in Full” means, with respect to any Obligations, the payment in full in cash
of all such Obligations (other than contingent indemnification obligations, yield protection and expense reimbursement to the extent
no claim giving rise thereto has been asserted in respect of contingent indemnification obligations, and to the extent no amounts
therefor have been asserted, in the case of yield protection and expense reimbursement obligations).


“Parent” means Parnell
Pharmaceuticals Holdings Limited, a public company limited by shares incorporated under the laws of Australia.


“Patents” means all of
each Loan Party’s (or if referring to another Person, such other Person’s) now existing or hereafter acquired right,
title and interest in and to: (i) all patents, patent applications, inventions, invention disclosures and improvements, and all
applications, registrations and recordings relating to the foregoing as may at any time be filed in the United States Patent and
Trademark Office or in any similar office or agency of the United States, any state thereof, any political subdivision thereof
or in any other country, including, without limitation, Australia, and all research and development relating to the foregoing;
and (ii) the reissues, divisions, continuations, renewals, extensions and continuations-in-part of any of the foregoing.


“Payment Date” means (i)
subject to clause (ii) below, for the Revenue-Based Payment payable with respect to each Fiscal Quarter, the 45th day
of the immediately following Fiscal Quarter (i.e., the 15th day of each May, August, November and February) (or if such
day is not a Business Day, the next succeeding Business Day) and (ii) for the Revenue-Based Payment payable with respect to the
Fiscal Quarter during which the Term Loan Maturity Date occurs, the Term Loan Maturity Date.


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






    	 	15	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“Pension Plan” means a
“pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA (other than
a Multiemployer Pension Plan), and to which any Loan Party or any member of the Controlled Group may have any liability, including
any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the
preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.


“Permit” means collectively
all consents, registrations, filings, agreements, notarisations, certificates, authority, licenses, leases, powers, permits, franchises,
certificates, authorizations and approvals.


“Permitted Bondholder Payment”
has the meaning set forth in Section 8.11(b).


“Permitted Excess Bondholder Payment”
has the meaning set forth in Section 8.11(b).


“Permitted Liens” means
Liens permitted by Section 8.2.


“Permitted Out-License” means
any out-bound license or sublicense of Intellectual Property rights of a Loan Party granted by such Loan Party to a third party
(a) with respect to any Product, which license or sublicense is non-exclusive, (b) with respect to any early stage preclinical
Product, which license or sublicense is exclusive; or (c) with respect to any commercial stage Product, which license or sublicense
is exclusive only with respect to discrete geographical areas in which none of the Loan Parties nor any of their respective Subsidiaries
market, distribute or supply any Products, and, in each case of clauses (a), (b) and (c) above, so long as (w) such Permitted Out-License
is granted to a third party in the ordinary course of business of such Loan Party(ies), (x) does not result in a legal transfer
of title to the licensed Intellectual Property, (y) has been granted in exchange for fair consideration, and (z) no Default or
Event of Default shall have occurred and be continuing when such license or sublicense is granted.


 


“Person” means any natural person,
corporation, partnership, trust, limited liability company, association, Governmental Authority or unit, or any other entity, whether
acting in an individual, fiduciary or other capacity.


“PFG” Partners for Growth
III, L.P.


“Pledge Agreement” shall
mean that certain Pledge Agreement, dated as of the Closing Date, executed by each Loan Party in favor of Agent, for the benefit
of Lenders, covering all the Equity Interests respectively owned by the Loan Parties.


“PPS Law” means:


(a)       the
PPSA and any regulation made at any time under the PPSA, including the PPS Regulations (each as amended from time to time); and


(b)       any
amendment made at any time to any other legislation as a consequence of a law or regulation referred to in paragraph (a);


“PPS Regulations” means
the Personal Property Securities Regulations 2010 (Cth) of Australia.






    	 	16	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“PPSA” means the Personal
Property Securities Act 2009 (Cth) of Australia.


“Prepayment Fee” has the
meaning set forth in Section 2.7(c)).


“Prior Debt” means the
Debt listed on Schedule 5.1.


“Product” means any products
manufactured, sold, developed tested or marketed by Parent or any of its Subsidiaries, including without limitation, those products
set forth on Schedule 6.18(b) (as updated from time to time in accordance with Section 7.1.2); provided, however,
that if the Loan Parties shall fail to comply with the obligations under Section 7.1.2 to give notice to Agent and update
Schedule 6.18(b) prior to manufacturing, selling, developing, testing or marketing any new Product, any such improperly
disclosed Product shall be deemed to be included in this definition.


“Property” means the real
property and facility described as Unit 4, Century Estate, 476 Gardeners Road, Alexandria, New South Wales, Australia, evidenced
by Certificate of Title 4/SP74248.


“Pro Rata Term Loan Share”
means, with respect to any Lender, the applicable percentage (as adjusted from time to time in accordance with the terms hereof)
specified opposite such Lender’s name on Annex I which percentage represents each Lender’s portion of the aggregate
outstanding balance of the Term Loan as of any date of determination.


“Registered Intellectual Property”
means all applications, registrations and recordings for or of Patents, Trademarks or Copyrights filed by any Loan Party with any
Governmental Authority, all internet domain name registrations owned by any Loan Party, and all proprietary software owned by any
Loan Party.


“Related Party” means,
regardless of any body’s trustee or other capacity:


(a)       a
body corporate which would be related under section 50 of the Corporations Act on the basis that the term “subsidiary”
in that section had the meaning given in this document; or


(b)       an
entity which Controls, is Controlled by, or is under common Control with, that body.


“Required Lenders” means
Lenders having an aggregate Pro Rata Term Loan Share in excess of 75%, collectively; provided, that if there are only two
Lenders, then Required Lenders means both of such Lenders (Lenders that are Affiliates of one another and/or that are parties to
any sort of agency, representative or similar relationship in relation to the transactions contemplated in this Agreement being
considered as one Lender for purposes of this proviso).


“Required Permit” means
a Permit (a) issued or required under applicable law to the business of Parent or any of its Subsidiaries or necessary in
the manufacturing, importing, exporting, possession, ownership, warehousing, marketing, promoting, sale, labeling, furnishing,
distribution or delivery of goods or services under any laws applicable to the business of Parent or any of its Subsidiaries (including,
without limitation, any Health Care Laws) or any Drug Application (including without limitation, at any point in time, all licenses,
approvals and permits issued by the FDA, CMS or any other applicable Governmental Authority necessary for the testing, manufacture,
marketing or sale of any Product by Parent or any of its Subsidiaries as such activities are being conducted by Parent or any of
its Subsidiaries with respect to such Product at such time), and (b) issued by any Person from which Parent or any of its
Subsidiaries has received an accreditation.






    	 	17	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“Responsible Officer” shall
mean a director, chief executive officer or chief financial officer of a Person, or any other officer having substantially the
same authority and responsibility, and in all cases such person shall be listed on an incumbency certificate delivered to Agent,
in form and substance acceptable to Agent in its sole discretion.


“Revenue-Based Payment”
has the meaning set forth in Section 2.9.1(a).


“Revenue Sharing Deed”
means that certain Revenue Sharing Deed, dated as of October 14, 2011, among PFG and Australian Loan Parties, as amended by that
certain Accession Deed, dated December 13, 2013, among PFG, Australian Loan Parties and certain of the U.S. Loan Parties, and as
further amended to the extent expressly permitted by this Agreement.


“Royalties” means the amount
of any and all royalties, license fees and other payments actually received by Parent and/or its Subsidiaries with respect to sales
of veterinary pharmaceutical products and other pharmaceutical and/or healthcare products by independent licensees of Parent and
its Subsidiaries, including any such payments characterized as a share of net profits, any up-front or lump sum payments, any milestone
payments, commissions, fees or any other similar amounts, less deductions for amounts deducted, repaid or credited by reason of
adjustments to the sales upon which royalty amounts are based, regardless of the reason for such adjustment to such sales. For
the purposes of calculating Royalties, the Lenders and Agent understand and agree that Affiliates of the Loan Parties shall not
be regarded as independent licensees.


“Sales Year” means the
12-month period ending on December 31 of each year.


“SEC” means the Securities
and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.


“Securities Act” means the
Securities Act of 1933, as amended.


“Security Trust Deed” means
that certain Security Trust Deed, dated as of the Closing Date, among the Loan Parties and Agent (as agent and security trustee),
as the same may be amended, supplemented, restated or otherwise modified from time to time.


“Services” means services
provided by a Loan Party to un-Affiliated Persons, including without limitation any sales, laboratory analysis, testing, consulting,
marketing, commercialization and any other healthcare-related services.


“Spot Rate” means the exchange
rate, as determined by Agent, that is applicable to conversion of one currency into another currency, which is (a) the exchange
rate reported by Bloomberg (or other commercially available source designated by Agent) as of the end of the preceding business
day in the financial market for the first currency; or (b) if such report is unavailable for any reason, the spot rate for the
purchase of the first currency with the second currency as in effect during the preceding business day in Agent’s principal
foreign exchange trading office for the first currency.


“Subordinated Debt” means
any unsecured Debt of any Loan Party that is subordinated, pursuant to documentation acceptable to Agent in its sole discretion,
in right of payment and remedies to all of the Obligations and all of the Agent’s and Lender’s rights, Liens and remedies
under or in relation to the Loan Documents.






    	 	18	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“Subsidiary”:


(a)       means
with respect to any Person (other than an Australian Loan Party), a corporation, partnership, limited liability company or other
entity of which such Person owns, directly or indirectly, such number of outstanding shares or other equity interests as to have
more than 50% of the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited
liability company or other entity; and


(b)       with
respect to an Australian Loan Party, has the meaning given in the Corporations Act, but as if “body corporate” includes
any entity. It includes an entity required (or that would be required if that entity were a corporation) by GAAP to be included
in the consolidated financial statements of that entity. Also:


(i)       an
entity is a Subsidiary of another entity if controlled by that other entity for the purposes of section 50AA of the Corporations
Act;


(ii)       a
trust may be a Subsidiary (and a unit or other beneficial interest in the trust is to be treated as a share accordingly);


(iii)       an
entity is to be treated as a Subsidiary of a trust as if that trust were a corporation; and


(iv)       Unless
the context otherwise requires, each reference to Subsidiaries herein shall be a reference to Subsidiaries of Parent.


“SWK” has the meaning set
forth in the Preamble.


“Taxes” has the meaning
set forth in Section 3.1(a).


“Term Loan” has the meaning
set forth in Section 2.1.


“Term Loan Facility Amount”
means $20,000,000.


“Term Loan Maturity Date”
means the earliest of (i) November __, 2020, (ii) the Payment Date that is twenty-four (24) months after the first Payment Date
following an EBITDA Trigger Event, or (iii) such earlier date on which the Commitments terminate pursuant to Section 9.


“Terminating Entities”
mean, collectively, Parnell Laboratories (Aust) Pty Ltd and Parnell Group Pty Ltd, each a proprietary company limited by shares
incorporated under the laws of Australia.


“Trademarks” shall mean
all of each Loan Party’s (or if referring to another Person, such other Person’s) now existing or hereafter acquired
right, title, and interest in and to: (i) all trademarks, trade names, corporate names, company names, business names, fictitious
business names, trade styles, service marks, logos, other business identifiers, all applications, registrations and recordings
relating to the foregoing as may at any time be filed in the United States Patent and Trademark Office or in any similar office
or agency of the United States, any State thereof, any political subdivision thereof or in any other country, including, without
limitation, Australia, and all research and development relating to the foregoing; (ii) all renewals thereof; and (iii) all designs
and general intangibles of a like nature.






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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


“2013 Bonds” means the
2013 bonds issued by Parent from time to time pursuant to subscription agreements between Parent and a subscriber for such 2013
bonds and pursuant to any documents related to such a subscription agreement.


“2013 Bond Conditions”
means the document titled Conditions of 2013 Bonds attached to each of the subscription agreements for the 2013 Bonds.


“2013 Bondholders” mean
each party that holds a 2013 Bond.


“2013 Security Trust” means
the security trust established pursuant to the document dated February 15, 2013 and entitled “Security Trust Deed Poll -
Parnell 2013 Bond Security Trust” made by Parnell 2013 Bonds Pty Ltd.


“Uniform Commercial Code”
means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection
or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than the State of New York, “Uniform Commercial Code” means the Uniform Commercial Code
as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect
of perfection or non-perfection or priority.


“United Kingdom Guarantor”
means Parnell Technologies (UK) Limited, a private limited company organized under the laws of the United Kingdom.


“U.S. Guarantors” mean
Parnell Corporation Services U.S., Inc. (also known as Parnell Corporate Services U.S., Inc.), Parnell U.S. 1, Inc. and Veterinary
Investigative Services, Inc., each a corporation organized under the laws of the state of Delaware, United States of America.


“U.S. Hormone Program”
means the Hormone Program sold, provided and/or otherwise transacted within the United States of America.


“U.S. Lender” means any
Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the IRC.


“U.S. Loan Parties” mean
Borrower and U.S. Guarantors.


“Wholly-Owned Subsidiary”
means, as to any Person, another Person all of the equity interests of which (except directors’ qualifying shares) are at
the time directly or indirectly owned by such Person and/or another Wholly-Owned Subsidiary of such Person.


“Zydax Product” means the
product sold as Zydax.


1.2             
Interpretation.


In the case of this Agreement and each other
Loan Document, (a) the meanings of defined terms are equally applicable to the singular and plural forms of the defined terms;
(b) Annex, Exhibit, Schedule and Section references are to such Loan Document unless otherwise specified; (c) the term
“including” is not limiting and means “including but not limited to”; (d) in the computation of periods
of time from a 



    	 	20	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


specified date to a later specified date, the word “from” means “from and including”; the
words “to” and “until” each mean “to but excluding”, and the word “through” means
“to and including”; (e) unless otherwise expressly provided in such Loan Document, (i) references to agreements
and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only
to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document, and (ii) references
to any statute or regulation shall be construed as including all statutory and regulatory provisions amending, replacing, supplementing
or interpreting such statute or regulation; (f) this Agreement and the other Loan Documents may use several different limitations,
tests or measurements to regulate the same or similar matters, all of which are cumulative and each shall be performed in accordance
with its terms and (g) this Agreement and the other Loan Documents are the result of negotiations among and have been reviewed
by counsel to Agent, the Loan Parties, Lenders and the other parties hereto and thereto and are the products of all parties; accordingly,
they shall not be construed against the Loan Parties, Agent or Lenders merely because of the Loan Parties’, Agent’s
or Lenders’ involvement in their preparation. Except where otherwise expressly provided in the Loan Documents, in any instance
where the approval, consent or the exercise of Agent’s judgment is required, the granting or denial of such approval or consent
and the exercise of such judgment shall be (a) within the sole and absolute discretion of Agent and/or Lenders; and (b) deemed
to have been given only by a specific writing intended for such purpose executed by Agent.


1.3             
Currency Equivalents.


1.3.1       
Calculations. All references in the Loan Documents to Loans, Obligations, Revenue-Based Payments, the Origination
Fee, the Maturity Exit Fee, the Prepayment Fee, any interest accrued at the Default Rate and other amounts shall be denominated
in Dollars, unless expressly provided otherwise. The Dollar equivalent of any amounts denominated or reported under a Loan Document
in a currency other than Dollars shall be determined by Agent on a daily basis, based on the current Spot Rate. Unless expressly
provided otherwise, Parent shall deliver financial statements in AUDs, calculate the financial covenant set forth in Section
8.13.1 in AUDs, and calculate the financial covenant set forth in Section 8.13.2 in Dollars. Notwithstanding anything
herein to the contrary, if any Obligation is funded and expressly denominated in a currency other than Dollars, Borrowers shall
repay such Obligation in such other currency.


1.3.2       
Judgments. If, for purposes of obtaining a judgment in any court, it is necessary to convert a sum from the
currency provided under a Loan Document (“Agreement Currency”) into another currency, the Spot Rate shall be
used as the rate of exchange. Notwithstanding any judgment in a currency (“Judgment Currency”) other than the
Agreement Currency, each Loan Party shall discharge its obligation in respect of any sum due under a Loan Document only if, on
the Business Day following receipt by Agent of payment in the Judgment Currency, Agent can use the amount paid to purchase the
sum originally due in the Agreement Currency. If the purchased amount is less than the sum originally due, such Loan Party agrees,
as a separate obligation and notwithstanding any such judgment, to indemnify Agent and Lenders against such loss. If the purchased
amount is greater than the sum originally due, Agent shall return the excess amount to Borrowers (or to the Person legally entitled
thereto).


1.3.3       
Code of Banking Practice. Each Loan Party agrees that the Code of Banking Practice (2003) of Australia does
not apply to the Loan Documents, or to any transaction or service provided under them.


SECTION
2        Credit Facility.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


2.1             
Term Loan.


On and subject to the terms and conditions
of this Agreement, each Lender, severally and for itself alone, agrees to make available the term loan to Borrowers (the “Term
Loan”) in such Lender’s applicable Pro Rata Term Loan Share of the Term Loan Facility Amount. The Commitments of
Lenders to make the Term Loan shall terminate concurrently with the making of the Term Loan on the Closing Date. Borrowers hereby
direct that the Term Loan proceeds be disbursed to the Bondholder Reserve in accordance with Sections 2.2, with the remaining
amount to be disbursed to Borrower by having such proceeds wired to the account of Borrower which shall be specified in writing
by Borrowers to Agent. The Loan is not a revolving credit facility, and therefore, once repaid or prepaid by Borrowers, in whole
or in part, may not be re-borrowed.


2.2             
Bondholder Reserve 


(a)               
Bondholder Reserve. The Loan Parties shall deliver, or cause to be delivered, to Agent an agreement, in form
and substance satisfactory to Agent, executed by each 2013 Bondholder, pursuant to which each 2013 Bondholder agrees to be bound
by the Deed of Priority and agrees that the 2013 Security Trust has authority to execute the Deed of Priority on behalf of such
2013 Bondholder (each such agreement is referred to herein as a “Bondholder Consent”). If a Bondholder Consent
is not delivered with respect to any 2013 Bondholder on or prior to the Closing Date (each such 2013 Bondholder being referred
to herein as a “Non-Consenting Bondholder”), then:


(i)                
the Loan Parties shall deliver, or cause to be delivered, to Agent a Bondholder Consent executed by such Non-Consenting
Bondholder as soon as is practicable following the Closing Date; and


(ii)              
Agent shall withhold, from the proceeds of the Term Loan advanced on the Closing Date, a reserve in the amount of
[$TBD] (the “Bondholder Reserve”), which the Loan Parties represent and warrant constitutes the aggregate amount
of Debt under the 2013 Bonds owing to the Non-Consenting Bondholders on the Closing Date. Any amount withheld by Agent with respect
to Debt owing to a particular Non-Consenting Bondholder is referred to herein as such Non-Consenting Bondholder’s “Bondholder
Reserve Amount”. For the avoidance of doubt, the parties agree that the Bondholder Reserve is a fully-funded reserve
via the proceeds of the Term Loan on the Closing Date, and, accordingly, the amount of the Bondholder Reserve shall be included
in the principal amount of the Term Loan owing by Borrowers and guaranteed by the other Loan Parties and secured by all of the
liens and security interests granted under the Loan Documents. Agent may hold the Bondholder Reserve in any commercially reasonable
manner as determined by Agent.


(b)              
Releases from Bondholder Reserve.


(i)                
Agent may, at any time in its sole discretion, pay any amount in the Bondholder Reserve to a Non-Consenting Bondholder
in satisfaction of all or any part of the Debt under the 2013 Bonds owing to such Non-Consenting Bondholder, and each Loan Party
and Lender hereby authorizes Agent to pay such Debt from the Bondholder Reserve.






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 CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(ii)              
If the Loan Parties pay, via a Permitted Bondholder Payment in accordance with this Agreement, any portion of the
Debt under the 2013 Bonds owing to a Non-Consenting Bondholder, then Agent shall, so long as at the time of and immediately after
giving effect to such release, no Default or Event of Default has occurred and is continuing, release to Borrower, from the remaining
amount on deposit in the Bondholder Reserve, an amount equal to the lesser of (A) the portion of Debt owing to such Non-Consenting
Bondholder that is paid, and (B) such Non-Consenting Bondholder’s Bondholder Reserve Amount (less any amount by which the
Debt owing to such Non-Consenting Bondholder has been paid by an advance from the Bondholder Reserve pursuant to Section 2.2(b)(i)).


(iii)            
If the Loan Parties deliver or cause to be delivered to Agent a Bondholder Consent executed by a Non-Consenting Bondholder,
then Agent shall, so long as at the time of and immediately after giving effect to such release, no Default or Event of Default
has occurred and is continuing, release to Borrower, from the remaining amount on deposit in the Bondholder Reserve, an amount
equal to such Non-Consenting Bondholder’s Bondholder Reserve Amount (less by any amount by which the Debt owing to such Non-Consenting
Bondholder has been paid by an advance from the Bondholder Reserve pursuant to Section 2.2(b)(i)).


(iv)            
For the avoidance of doubt, any amount released from the Bondholder Reserve pursuant to Sections 2.2(b)(i),
(ii) or (iii) shall continue to constitute a portion of the outstanding principal balance of the Term Loan owing
by the Borrowers and guaranteed by the other Loan Parties hereunder, and shall continue to be subject to the terms and provisions
of the Loan Documents and secured by the liens and security interests granted under the Loan Documents.


(v)              
Agent may, upon the occurrence and during the continuance of an Event of Default, and shall, upon the Term Loan Maturity
Date, apply any amount remaining in the Bondholder Reserve to the Obligations in accordance with Section 2.10.2(a).


Agent shall, upon the prepayment in full of the Obligations pursuant
to Section 2.8.1, apply any amount remaining in the Bondholder Reserve to the Obligations in accordance with Section
2.10.2.


2.3             
[Reserved]


2.4             
Indebtedness Absolute; No offset; Waiver.


The payment obligations of each Loan Party
hereunder are absolute and unconditional, without any right of rescission, setoff, counterclaim or defense for any reason against
Agent and Lenders. As of the Closing Date, the Loan has not been compromised, adjusted, extended, satisfied, rescinded, set-off
or modified, and the Loan Documents are not subject to any litigation, dispute, refund, claims of rescission, setoff, netting,
counterclaim or defense whatsoever, including but not limited to, claims by or against any Loan Party or any other Person. Payment
of the Obligations by the Loan Parties shall be made only by wire transfer, in Dollars, and in immediately available funds when
due and payable pursuant to the terms of this Agreement and the other Loan Documents, is not subject to compromise, adjustment,
extension, satisfaction, rescission, set-off, counterclaim, defense, abatement, suspension, deferment, deductible, reduction,
termination or modification, whether arising out of transactions concerning the Loan, or otherwise. Without limitation to the
forgoing, to the fullest extent permitted under applicable law and



    	 	23	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


notwithstanding any other term or provision contained in this Agreement or
any other Loan Document, each Loan Party hereby waives (and shall cause each Loan Party not party hereto to waive) (a) presentment,
protest and demand, notice of default (except as expressly required in the Loan Documents), notice of intent to accelerate, notice
of acceleration, notice of protest, notice of demand and of dishonor and non-payment of the Obligations, (b) any requirement
of diligence or promptness on Agent’s part in the enforcement of its rights under the provisions of this Agreement and any
other Loan Document, (c) any rights, legal or equitable, to require any marshalling of assets or to require foreclosure sales
in a particular order, (d) all notices of every kind and description which may be required to be given by any statute or rule
of law, except as specifically required hereunder, (e) the benefit of all laws now existing or that may hereafter be enacted
providing for any appraisement before sale of any portion of the Collateral, (f) all rights of homestead, exemption, redemption,
valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of the Obligations in the event
of foreclosure of the Liens created by the Loan Documents, (g) the pleading of any statute of limitations as a defense to
any demand under any Loan Document and (h) any defense to the obligation to make any payments required under the Loan Documents,
including the obligation to pay taxes based on any damage to, defects in or destruction of the Collateral or any other event, including
obsolescence of any of the Collateral, it being agreed and acknowledged that such payment obligations are unconditional and irrevocable.
Each Loan Party further acknowledges and agrees (i) to any substitution, subordination, exchange or release of any security
or the release of any party primarily or secondarily liable for the payment of the Loan; (ii) that Agent shall not be required
to first institute suit or exhaust its remedies herein against others liable for repayment of all or any part of the Obligations,
whether primarily or secondarily (collectively, the “Obligors”), or to perfect or enforce its rights against
any Obligor or any security for the Obligations; and (iii) that its liability for payment of the Obligations shall not be
affected or impaired by any determination that any security interest or lien taken by Agent for the benefit of Lenders to secure
the Obligations is invalid or unperfected. Each Loan Party acknowledges, warrants and represents in connection with each waiver
of any right or remedy of such Loan Party contained in any Loan Document, that it has been fully informed with respect to, and
represented by counsel of its choice in connection with, such rights and remedies, and all such waivers, and after such advice
and consultation, has presently and actually intended, with full knowledge of its rights and remedies otherwise available at law
or in equity, to waive or relinquish such rights and remedies to the full extent specified in each such waiver.


2.5             
Loan Accounting.


2.5.1       
Recordkeeping.


Agent, on behalf of each Lender, shall record
in its records the date and amount of the Loan made by each Lender, and each prepayment and repayment thereof. The aggregate unpaid
principal amount so recorded shall be final, binding and conclusive absent manifest error. The failure to so record any such amount
or any error in so recording any such amount shall not, however, limit or otherwise affect the obligations of any Loan Party hereunder
or under any Note to repay the principal amount of the Loan hereunder, together with all other Obligations.


2.5.2       
Notes.


At the request of any Lender, the Loan of
such Lender shall be evidenced by a Note, with appropriate insertions, payable to the order of such Lender in a face principal
amount equal to such Lender’s Pro Rata Term Loan Share and payable in such amounts and on such dates as are set forth herein.


2.6             
Payment of Interest.






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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


2.6.1       
Interest Rates.


(a)               
The outstanding principal balance under the Loan shall bear interest at a per annum rate of interest equal to the
Contract Rate (as may be adjusted from time to time in accordance with this Section 2.6.1). The interest due on the principal
balance of the Loan outstanding as of any Payment Date shall be computed for the actual number of days elapsed during the period
in question on the basis of a year consisting of three hundred sixty (360) days and shall be calculated by determining the average
daily principal balance outstanding for each day of such period in question. The daily rate shall be equal to 1/360th times the
Contract Rate.


(b)              
Each Borrower recognizes and acknowledges that any default on any payment, or portion thereof, due hereunder or to
be made under any of the other Loan Documents, will result in losses and additional expenses to Agent in servicing the Loan, and
in losses due to Lenders’ loss of the use of funds not timely received. Each Borrower further acknowledges and agrees that
in the event of any such Default, Lenders would be entitled to damages for the detriment proximately caused thereby, but that it
would be extremely difficult and impracticable to ascertain the extent of or compute such damages. Therefore, upon the Term Loan
Maturity Date and upon the occurrence and during the existence of an Event of Default (or upon any acceleration), interest shall
automatically accrue hereunder, without notice to Borrowers, at the Default Rate.


2.6.2       
Payments of Interest and Principal.


Borrowers shall pay to Lenders all accrued
interest on the Loan in arrears on each Payment Date, upon a prepayment of such Loan in accordance with this agreement and at maturity
in cash. Any partial prepayment of the Loan shall be applied in inverse order of maturity and so shall not reduce the amount of
any quarterly principal amortization payment required pursuant to this agreement (but this shall not be construed as permitting
any partial prepayment other than as may be expressly permitted elsewhere in this Agreement).


2.7             
Fees.


(a)               
Origination Fee. Borrowers shall pay to Agent, for the benefit of Lenders pro rata based on each Lender’s
Pro Rata Term Loan Share, an origination fee in the amount of $300,000 (the “Origination Fee”), which origination
fee shall be deemed fully earned and non-refundable on the Closing Date


(b)              
Maturity Exit Fee. Upon the Term Loan Maturity Date, to the extent the Loan and all other Obligations (including
the Prepayment Fee) have not previously been Paid In Full, Borrowers shall pay an exit fee to Agent, for the benefit of Lenders
pro rata based on each Lender’s Pro Rata Term Loan Share, which shall be deemed fully earned and nonrefundable, (the “Maturity
Exit Fee”) calculated as the additional amount that would be needed to be paid such that the sum of (x) such Maturity
Exit Fee, plus (y) the aggregate payments actually made in cash to all Lenders on or prior to such date in respect of the
principal amount of the Loans (excluding, in each case, any amounts paid in respect of costs, indemnifications or reimbursements
and/or any fees paid to Agent and Lenders other than the Maturity Exit Fee and the Origination Fee) plus (z) the aggregate
interest payments actually made in cash to all Lenders on or prior to such date (excluding, for the avoidance of doubt, any interest
accrued at the Default Rate), results in an amount equal to (A)(1) one and twenty-five hundredth (1.25) plus (2)(x)
the number of months elapsed since the twelve (12) month anniversary of the Closing Date (rounded to the nearest month) multiplied
by (y) 0.020833 multiplied by (B) the Term Loan Facility Amount.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(c)               
Prepayment Fee. Upon any full repayment of the Loan and all other Obligations prior to the Term Loan Maturity
Date for whatever reason, whether as a result of the application of Net Cash Proceeds from any Disposition, the contractual acceleration
of the Loan hereunder, an acceleration of the Loan by Agent in accordance with this Agreement or otherwise, Borrowers shall pay
a prepayment fee to Agent, for the benefit of Lenders pro rata based on each Lender’s Pro Rata Term Loan Share, which shall
be deemed fully earned and nonrefundable, (the “Prepayment Fee”) calculated as the additional amount that would
be needed to be paid such that the sum of (x) such Prepayment Fee, plus (y) the aggregate payments actually made in cash
to all Lenders on or prior to such date in respect of the principal amount of the Loans (excluding, in each case, any amounts paid
in respect of costs, indemnifications or reimbursements and/or any fees paid to Agent and Lenders other than the Prepayment Fee
and the Origination Fee) plus (z) the aggregate interest payments actually made in cash to all Lenders on or prior to such
date (excluding, for the avoidance of doubt, any interest accrued at the Default Rate), results in the following, as applicable:


(i)                
if such prepayment is made on or prior to the six (6) month anniversary of the Closing Date, an amount equal to one
and fifteen hundredth (1.15) times the Term Loan Facility Amount;


(ii)              
if such prepayment is made after the six (6) month anniversary of the Closing Date but on or before the nine (9)
month anniversary of the Closing Date, an amount equal to one and twenty hundredth (1.20) times the Term Loan Facility Amount;


(iii)            
if such prepayment is made after the nine (9) month anniversary of the Closing Date but on or before the twelve (12)
month anniversary of the Closing Date, an amount equal to one and twenty-five hundredth (1.25) times the Term Loan Facility
Amount; or


(iv)            
if such prepayment is made after the twelve (12) month anniversary of the Closing Date, an amount equal to (A)(1)
one and twenty-five hundredth (1.25) plus (2)(x) the number of months elapsed since the twelve (12) month anniversary
of the Closing Date (rounded to the nearest month) multiplied by (y) 0.020833, multiplied by (B) the Term
Loan Facility Amount.


2.8             
Prepayment.


2.8.1       
Mandatory Prepayment.


(a)               
Dispositions. If any Loan Party receives Net Cash Proceeds from any Disposition (other than any Change of
Control), Borrowers shall prepay the Obligations within five (5) Business Days after such receipt in an amount equal to such Net
Cash Proceeds; provided, however, that the Loan Parties may, in lieu of such prepayment, retain a portion of such
Net Cash Proceeds in an aggregate amount not to exceed *** in any Fiscal Year and *** in any period of three consecutive Fiscal
Years, so long as such Net Cash Proceeds (x) are not received in connection with a Disposition of the Property, the U.S. Hormone
Program or the Zydax Product, and (y) are utilized by the Loan Parties for purposes that are not inconsistent with this Agreement
and the other Loan Documents. Any prepayment made under this Section 2.8.1(a) shall be deemed to be a Revenue-Based Payment
and applied as set forth in Section 2.9.1(b).


(b)              
[Reserved].



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(c)               
[Reserved].


2.8.2       
Voluntary Prepayment.


Subject to Section 2.7, as applicable,
Borrowers may from time to time, on at least five (5) Business Day’s written notice or telephonic notice (followed on the
same Business Day by written confirmation thereof) to Agent (which shall promptly advise each Lender thereof) not later than 12:00
noon Dallas time on such day, prepay the Term Loan in whole, but not in part. Such notice to Agent shall specify the date and amount
of prepayment, and any prepayment made under this Section 2.8.2(a) shall be applied in the order set forth in Section
2.10.2(b).


2.9             
Repayment of Term Loan.


2.9.1       
Revenue-Based Payment.


(a)               
During the period commencing on the date hereof until the Obligations are Paid in Full, Borrowers promise to pay
to Agent, for the account of each Lender according to its Pro Rata Term Loan Share in accordance with Section 2.10.1, an
amount based on a percentage of the Aggregate Revenue in each Fiscal Quarter (each, a “Revenue-Based Payment”)
as set forth below. Each Revenue-Based Payment will be applied to the Obligations as provided in Section 2.9.1(b). The Revenue-Based
Payment with respect to each Fiscal Quarter shall be payable on the applicable Payment Date for such Fiscal Quarter. Commencing
with the Payment Date in February 2017, the Revenue-Based Payment with respect to each Fiscal Quarter shall be equal to:


(i)                
the aggregate Revenue-Based Payments payable from January 1 of the Sales] Year of which such Fiscal Quarter
is part through the end of such Fiscal Quarter, calculated as an amount equal to (A) at all times prior to an EBITDA Trigger Event,
fifty percent (50.0%) of Aggregate Revenue for such Fiscal Year or (B) at all times after an EBITDA Trigger Event, seventy-five
percent (75.0%) of Aggregate Revenue for such Fiscal Year,


Minus


(ii)              
the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Sales Year; provided
that the Revenue-Based Payment is payable solely upon Aggregate Revenue in a given Sales Year, and will not be calculated on a
cumulative, year-over-year basis;


Each Borrower recognizes and acknowledges
that any Event of Default will result in losses and additional expenses to Agent and Lenders. Each Borrower further acknowledges
and agrees that in the event of any such Event of Default, Agent and Lenders would be entitled to damages for the detriment proximately
caused thereby, but that it would be extremely difficult and impracticable to ascertain the extent of or compute such damages.
Therefore, upon occurrence and during the existence of an Event of Default, Revenue-Based Payments shall, without notice to any
Loan Party, be calculated as set forth in this Section to the maximum extent permitted by law.


(b)              
Subject to Section 2.10.2, each Revenue-Based Payment on each Payment Date, and each prepayment pursuant to
Section 2.8.1(a) or 2.8.2(b) will be applied in the following priority:






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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(i)                
FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or
any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the
Collateral or to preserve or protect its security interest in the Collateral;


(ii)              
SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans
and Commitments pursuant to this Agreement or otherwise pursuant to the Collateral Documents, pro rata based on each Lender’s
Pro Rata Term Loan Share, until Paid in Full;


(iii)            
THIRD, to the payment of all accrued but unpaid interest in respect of the Loans as of such Payment Date, pro rata
based on each Lender’s Pro Rata Term Loan Share, until Paid in Full;


(iv)            
FOURTH, as it relates to (A) each Payment Date on or after the Payment Date in February 2019 and (B) each Payment
Date prior to the Payment Date in February 2019 where an EBITDA Trigger Event occurred in relation to the Fiscal Quarter immediately
preceding such Payment Date, in either case to the payment of all principal of the Loans, pro rata based on each Lender’s
Pro Rata Term Loan Share, up to an aggregate amount of $2,500,000 on any such Payment Date; and


(v)              
SIXTH, all remaining amounts to the Borrowers.


In the event that the amounts distributed
under Section 2.9.1(b) on any Payment Date are insufficient for payment of the amounts set forth in Section 2.9.1(b)(i)
through (iii) for such Payment Date, Borrowers shall pay an amount equal to the extent of such insufficiency within five
(5) Business Days of such Payment Date.


(c)               
With respect to each Fiscal Quarter ending prior to the Term Loan Maturity Date, the Loan Parties shall provide a
written report to Agent of the Aggregate Revenue in such Fiscal Quarter and the calculation of the Revenue-Based Payment due and
payable to the Lenders, in the aggregate, with respect to such Fiscal Quarter as well as a statement, together with supporting
documentation acceptable to Agent, as to whether or not an EBITDA Trigger Event has occurred or not. Each such report shall be
due within five (5) Business Days of the end of the relevant Fiscal Quarter.


(d)              
In the event that Parent or its Subsidiaries make any adjustment to Aggregate Revenue after such items have been
reported to Agent, and such adjustment results in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this
Section 2.9.1, the Loan Parties shall so notify Agent and such adjustment shall be captured, reported and reconciled with
the next scheduled report and payment of Revenue-Based Payment hereunder. Notwithstanding the foregoing, Agent and Parent shall
discuss and agree on the amount of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments.


2.9.2       
Principal.


Notwithstanding the foregoing, the outstanding
principal balance of the Term Loan, together with the Maturity Exit Fee, as applicable, and all other Obligations then due and
owing, shall be Paid in Full on the Term Loan Maturity Date.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


2.10         
Payment.


2.10.1   
Making of Payments.


Except as set forth in the last sentence of
this Section 2.10.1, all payments of principal, interest, fees and other amounts, shall be made via wire transfer to
Agent’s account identified on Annex III (or as otherwise directed by Agent in writing from time to time) not later
than 1:00 p.m. Dallas time on the date due, and funds received after that hour shall be deemed to have been received by Agent
on the following Business Day. Subject to Agent’s receipt of the report required to be delivered by the Loan Parties to Agent
pursuant to Section 2.9.1(c), not later than five (5) Business Days prior to each Payment Date, Agent shall provide to Parent
and each Lender a quarterly statement with the amounts payable by Borrowers to Agent, for the benefit of the Lenders, on such Payment
Date in accordance with Section 2.9.1(b) hereof, which statement shall be binding on each Loan Party and Lender absent manifest
error, and Borrower shall be entitled to rely on such quarterly statement in relation to its payment obligations on such Payment
Date. Except as otherwise specified herein or as otherwise directed by Agent in writing, all payments under this Agreement shall
be made by Borrowers to Agent for further distribution by Agent to each Lender of any portion thereof to which such Lender is entitled
hereunder.


2.10.2   
Application of Payments and Proceeds Following an Event of Default.


Following the occurrence and during the continuance
of an Event of Default, or if the Obligations have otherwise become or have been declared to become immediately due and payable
in accordance with this Agreement, then notwithstanding anything herein or in any other Loan Document to the contrary, Agent shall
apply all or any part of payments in respect of the Obligations and proceeds of Collateral, in each case as received by Agent,
to the payment of the Obligations in the order and priority set forth below:


(i)                
FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or
any other Loan Document, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the
Collateral or to preserve or protect its security interest in the Collateral;


(ii)              
SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans
and Commitments pursuant to this Agreement or otherwise pursuant to the Collateral Documents, pro rata based on each Lender’s
Pro Rata Term Loan Share, until Paid in Full;


(iii)            
THIRD, to the payment of all accrued but unpaid interest in respect of the Loans accrued at the Default Rate as of
such date, pro rata based on each Lender’s Pro Rata Term Loan Share, until Paid in Full;


(iv)            
FOURTH, to the payment of all accrued but unpaid interest in respect of the Loans as of such date, pro rata based
on each Lender’s Pro Rata Term Loan Share, until Paid in Full


(v)              
FIFTH, to the payment of all principal of the Loan, pro rata based on each Lender’s Pro Rata Term Loan Share;


(vi)            
SIXTH, to the payment of all other Obligations, pro rata based on each Lender’s Pro Rata Term Loan Share; and



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(vii)          
SEVENTH, all remaining amounts to the Borrowers.


2.10.3   
Set-off.


Each Loan Party agrees that Agent and each
Lender and its Affiliates have all rights of set-off and bankers’ lien provided by applicable law, and in addition thereto,
each Loan Party agrees that at any time an Event of Default exists, Agent and each Lender may, to the fullest extent permitted
by applicable law, apply to the payment of any Obligations of such Loan Party hereunder then due, any and all balances, credits,
deposits, accounts or moneys of such Loan Party then or thereafter with Agent or such Lender. Notwithstanding the foregoing, no
Lender shall exercise any rights described in the preceding sentence without the prior written consent of Agent.


2.10.4   
Proration of Payments.


If any Lender shall obtain any payment or
other recovery (whether voluntary, involuntary, by application of set-off or otherwise, on account of principal of or interest
on any Loan, any amounts owing in respect of the Origination Fee, the Maturity Exit Fee or the Prepayment Fee (as applicable),
interest accrued at the Default Rate or any other fees, or any payments required to be applied to the Revenue-Based Premium, but
excluding any payment pursuant to Section 3.1, 3.2, or 11.8 (other than in connection with an assignment to
any Loan Party (as to which the provisions of this Section shall apply)) in excess of its applicable Pro Rata Term Loan Share of
payments and other recoveries obtained by all Lenders on account of such Obligations then held by them, then such Lender shall
purchase from the other Lenders such participations in the Loan held by them as shall be necessary to cause such purchasing Lender
to share the excess payment or other recovery ratably with each of them; provided that if all or any portion of the excess
payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and the purchase
price restored to the extent of such recovery.


2.11         
Nature and Extent of Each Borrower’s Liability.


2.11.1   
Joint and Several Liability. Each Borrower agrees that it is jointly and severally liable for, and absolutely
and unconditionally guarantees to Agent and Lenders the prompt payment and performance of, all Obligations. Each Borrower agrees
that its guaranty obligations hereunder constitute a continuing guaranty of payment and not of collection, that such obligations
shall not be discharged until Payment in Full of the Obligations, and that such obligations are absolute and unconditional, irrespective
of (a) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations
or Loan Document, or any other document, instrument or agreement to which any Loan Party is or may become a party or be bound;
(b) the absence of any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent
or indulgence of any kind by Agent or any Lender with respect thereto; (c) the existence, value or condition of, or failure to
perfect a Lien or to preserve rights against, any security or guaranty for any Obligations or any action, or the absence of any
action, by Agent or any Lender in respect thereof (including the release of any security of guaranty); (d) the insolvency of any
Loan Party; (e) any election by Agent or any Lender under any Debtor Relief Law for the application of Section 1111(b)(2) of the
Bankruptcy Code or otherwise; (f) any borrowing or grant of a Lien by any other Borrower, as debtor-in-possession under Section
364 of the Bankruptcy Code or otherwise; (g) the disallowance of any claims of Agent or any Lender against any Obligor for the
repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (h) any other action or circumstances that
might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except Payment in Full of the Obligations.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


2.11.2   
Waivers.


(a)               
Each Borrower expressly waives all rights that it may have now or in the future under any statute, at common law,
in equity or otherwise, to compel Agent or Lenders to marshal assets or to proceed against any Obligor, other Person or security
for the payment or performance of any Obligations before, or as a condition to, proceeding against such Borrower. Each Borrower
waives all defenses available to a surety, guarantor or accommodation co-obligor other than Payment in Full of the Obligations
and waives, to the maximum extent permitted by law, any right to revoke any guaranty of the Obligations as long as it is a Borrower.
It is agreed among each Borrower, Agent and Lenders that the provisions of this Section 2.11 are of the essence of the transaction
contemplated by the Loan Documents and that, but for such provisions, Agent and Lenders would decline to make Loans. Each Borrower
acknowledges that its guaranty pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected
to benefit such business.


(b)              
Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization
upon Collateral or any other property securing the Obligations by judicial foreclosure or nonjudicial sale or enforcement, without
affecting any rights and remedies under this Section 2.11. If, in taking any action in connection with the exercise of any
rights or remedies, Agent or any Lender shall forfeit any other rights or remedies, including the right to enter a deficiency judgment
against any Borrower or other Person, whether because of any applicable laws pertaining to “election of remedies” or
otherwise, each Borrower consents to such action and waives any claim based upon it, even if the action may result in loss of any
rights of subrogation that any Borrower might otherwise have had. Any election of remedies that results in denial or impairment
of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s
obligation to pay the full amount of the Obligations. Each Borrower waives all rights and defenses arising out of an election of
remedies, such as nonjudicial foreclosure with respect to any security for Obligations, even though that election of remedies destroys
such Borrower’s rights of subrogation against any other Person. Agent may bid Obligations, in whole or part, at any foreclosure,
trustee or other sale, including any private sale, and the amount of such bid need not be paid by Agent but shall be credited against
the Obligations. The amount of the successful bid at any such sale, whether Agent or any other Person is the successful bidder,
shall be conclusively deemed to be the fair market value of the Collateral, and the difference between such bid amount and the
remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section
2.11, notwithstanding that any present or future law or court decision may have the effect of reducing the amount of any deficiency
claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale.


2.11.3   
Extent of Liability; Contribution.


(a)               
Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 2.11 shall
not exceed the greater of (i) all amounts for which such Borrower is primarily liable, as described in clause (c) below, and (ii)
such Borrower’s Allocable Amount.


(b)              
If any Borrower makes a payment under this Section 2.11 of any Obligations (other than amounts for which such
Borrower is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments
previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each
Borrower had paid the aggregate Obligations satisfied by such Guarantor Payments in the same proportion that such Borrower’s
Allocable Amount bore to the total Allocable Amounts of all Borrowers, then such Borrower shall be entitled to receive contribution
and indemnification payments from, and to be reimbursed by, each other Borrower for the amount of such excess, ratably based upon
their respective Allocable Amounts in effect immediately prior to such Guarantor Payment. The “Allocable Amount”
for any Borrower shall be the maximum amount that could then be recovered from such Borrower under this Section 2.11 without
rendering such payment voidable under Section 548 of the Bankruptcy Code or Part 5.7B of the Corporations Act or under any applicable
state fraudulent transfer or conveyance act, or similar statute or common law.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(c)               
Section 2.11.3(a) shall not limit the liability of any Borrower to pay or guarantee Loans made directly or
indirectly to it (including Loans advanced hereunder to any other Person and then re-loaned or otherwise transferred to, or for
the benefit of, such Borrower), and all accrued interest, fees, expenses and other related Obligations with respect thereto, for
which such Borrower shall be primarily liable for all purposes hereunder. 


2.11.4   
Joint Enterprise. Each Borrower has requested that Agent and Lenders make this credit facility available
to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’
business is a mutual and collective enterprise, and the successful operation of each Borrower is dependent upon the successful
performance of the integrated group. Borrowers believe that consolidation of their credit facility will enhance the borrowing
power of each Borrower and ease administration of the facility, all to their mutual advantage. Borrowers acknowledge that Agent’s
and Lenders’ willingness to extend credit and to administer the Collateral on a combined basis hereunder is done solely
as an accommodation to Borrowers and at Borrowers’ request.


2.11.5   
Subordination. Each Borrower hereby subordinates any claims, including any rights at law or in equity to
payment, subrogation, reimbursement, exoneration, contribution, indemnification or set off, that it may have at any time against
any other Loan Party, however arising, to the Payment in Full of its Obligations.


SECTION
3        Yield Protection.


3.1             
Taxes.


(a)               
All payments of principal and interest on the Term Loan and all other amounts payable hereunder by or on behalf of
Loan Parties to or for the account of Agent or any Lender shall be made free and clear of and without deduction for any present
or future income, excise, stamp, documentary, property or franchise taxes and other taxes, fees, duties, levies, withholdings or
other similar charges imposed by any Governmental Authority that is a taxing authority (“Taxes”), excluding
(i) taxes imposed on or measured by Agent’s or any Lender’s net income (however denominated) or gross profits,
and franchise taxes, imposed by any jurisdiction (or subdivision thereof) under the laws of which Agent or such Lender is organized
or in which Agent or such Lender conducts business or, in the case of any Lender, in which its applicable lending office is located,
(ii) any branch profit taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction
in which Agent or a Lender is located or conducts business; (iii) in the case of any Foreign Lender, any withholding tax that
is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement or designates
a new lending office; (iv) in the case of any U.S. Lender, any United States federal backup withholding tax; and (v) taxes imposed
under FATCA (items in clauses (i) through (v), “Excluded Taxes”, and all Taxes other than Excluded
Taxes, “Indemnified Taxes”). If any withholding or deduction from any payment to be made by any Loan Party hereunder
is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then Loan Parties shall: (w) make such
withholding or deduction; (x) pay directly to the relevant Governmental Authority the full amount required to be so withheld
or deducted; (y) as promptly as practicable forward to Agent the original or a certified copy of an official receipt or other
documentation reasonably satisfactory to Agent evidencing such payment to such Governmental Authority; and (z) if the withholding
or deduction is with respect to Indemnified Taxes, pay to Agent for the account of Lenders such additional amount or amounts as
is necessary to ensure that the net amount actually received by each Lender will equal the full amount such Lender would have received
had no such withholding or deduction of Indemnified Taxes been required.



    	 	32	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN
PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(b)              
Loan Parties shall indemnify Agent and each Lender for any Indemnified Taxes paid by Agent or such Lender, as applicable,
on or with respect to any payment by or on account of any obligation of Loan Parties hereunder, and any additions to Tax, penalties
and interest paid by Agent or such Lender with respect to such Indemnified Taxes, provided that Loan Parties shall not have any
obligation to indemnify any party hereunder for any Indemnified Taxes or additions to Tax, penalties or interest with respect thereto
that result from or are attributable to such party’s own gross negligence or willful misconduct. Payment under this Section
3.1(b) shall be made within thirty (30) days after the date Agent or the Lender, as applicable, makes written demand therefor,
provided, however, that if such written demand is made more than 180 days after the earlier of (i) the date on which Agent or the
Lender, as applicable, pays such Indemnified Taxes or additions to Tax, penalties or interest with respect thereto and (ii) the
date on which the applicable Governmental Authority makes written demand on Agent or such Lender, as applicable, for payment of
such Indemnified Taxes or additions to Tax, penalties or interest with respect thereto, then Loan Parties shall not be obligated
to indemnify Agent or such Lender for such Indemnified Taxes or additions to Tax, penalties or interest with respect thereto.


(c)               
Each Foreign Lender that is a party hereto on the Closing Date or becomes an assignee of an interest under this Agreement
under Section 11.8.1 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such
assignment) shall deliver to Borrowers and Agent on or prior to the date on which such Foreign Lender becomes a party to this Agreement:


(i)                
Two duly completed and executed originals of IRS Form W-8BEN (or IRS Form W-8BENE) claiming exemption from withholding
of Taxes under an income tax treaty to which the United States of America is a party;


(ii)              
two duly completed and executed originals of IRS Form W-8ECI;


(iii)            
a certificate in form and substance reasonably satisfactory to Agent and Borrowers claiming entitlement to the portfolio
interest exemption under Section 881(c) of the IRC and certifying that such Foreign Lender is not (x) a “bank” within
the meaning of Section 881(c)(3)(A) of the IRC, (y) a “10 percent shareholder” of any Borrower within the meaning of
Section 881(c)(3)(B) of the IRC, or (z) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
IRC, together with two duly completed and executed originals of IRS Form W-8BEN (or IRS Form W-8BENE); or


(iv)            
if the Foreign Lender is not the beneficial owner of amounts paid to it hereunder, two duly completed and executed
originals of IRS Form W-8IMY, each accompanied by a duly completed and executed IRS Form W-8ECI, IRS Form W-8BEN (or IRS Form W-8BENE),
IRS Form W-9 or a portfolio interest certificate described in Section 3.1(c)(iii) from each beneficial owner of such amounts
claiming entitlement to exemption from withholding or backup withholding of Taxes.



    	 	33	 



     

    

CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND
REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


Each Foreign Lender shall (to the extent legally entitled to
do so) provide updated forms to Borrowers and Agent on or prior to the date any prior form previously provided under this Section 3.1(c)
becomes obsolete or expires, after the occurrence of an event requiring a change in the most recent form or certification previously
delivered by it pursuant to this Section 3.1(c) or from time to time if requested by Borrowers or Agent. Each U.S.
Lender shall deliver to Agent and Borrowers on or prior to the date on which such Lender becomes a party to this Agreement (and
from time to time thereafter upon the request of Borrowers or Agent) properly completed and executed originals of IRS Form W-9
certifying that such Lender is exempt from backup withholding. Notwithstanding anything to the contrary contained in this Agreement,
Loan Parties shall not be required to pay additional amounts to or indemnify any Lender pursuant to this Section 3.1 with
respect to any Taxes required to be deducted or withheld (or any additions to tax, penalties or interest with respect thereto)
(A) on the basis of the information, certificates or statements of exemption provided by a Lender pursuant to this Section 3.1(c)
or (B) if such Lender shall fail to comply with the certification requirements of this Section 3.1(c).


(d)              
Without limiting the foregoing, each Lender shall timely comply with any certification, documentation, information
or other reporting necessary to establish an exemption from withholding under FATCA and shall provide any documentation reasonably
requested by Borrowers or Agent sufficient for Borrowers and Agent to comply with their obligations under FATCA and to determine
that such Lender has complied with such applicable reporting requirements.


(e)               
If Agent or a Lender determines that it is entitled to or has received a refund of any Taxes for which it has been
indemnified by Borrowers (or another Loan Party) or with respect to which Borrowers (or another Loan Party) shall have paid additional
amounts pursuant to this Section 3.1, it shall promptly notify Borrowers of such refund, and promptly make an appropriate
claim to the relevant Governmental Authority for such refund (if it has not previously done so). If Agent or a Lender receives
a refund (whether or not pursuant to such claim) of such Taxes, it shall promptly pay over such refund to Loan Parties (but only
to the extent of indemnity payments made, or additional amounts paid, by Loan Parties under this Section 3.1 with respect
to the Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent or such Lender and without interest (other
than any interest paid by the relevant Governmental Authority with respect to such refund); provided that Loan Parties,
upon the request of Agent or such Lender, agree to repay to Agent or such Lender the amount paid over to Loan Parties in the event
Agent or such Lender is required to repay such refund to such Governmental Authority. This Section 3.1(e) shall not be construed
to require Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems
confidential) to Loan Parties or any other Person or to alter its internal practices or procedures with respect to the administration
of taxes.


(f)               
Each Lender shall severally indemnify Loan Parties for any Excluded Taxes attributable to such Lender and any additions
to Tax, penalties and interest with respect to such Excluded Taxes that are paid by Loan Parties with respect to a payment hereunder.


3.2             
Increased Cost.


(a)               
If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change
in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein
to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted
or issued), or compliance by any Lender with any request or 



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN
PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


directive (whether or not having the force of law) issued after the
Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve
(including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability
to make loans; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost
on) such Lender of making or maintaining any loan, or to reduce the amount of any sum received or receivable by such Lender under
this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a
statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which
shall be furnished to Agent), and without duplication of other payment obligations of Borrowers hereunder (including pursuant to
Section 3.1), Borrowers shall pay directly to such Lender such additional amount as will compensate such Lender for
such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the
date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions
has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. For the avoidance of
doubt, this Section 3.2(a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1
shall govern.


(b)              
If any Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after
the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in
the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request
or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling
Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or
such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such
Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender
or such controlling Person to be material, then from time to time, within five Business Days of demand by such Lender (which demand
shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable
detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate
such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180
days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such
costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.


3.3             
[Reserved].


3.4             
Manner of Funding; Alternate Funding Offices.


Notwithstanding any provision of this Agreement
to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part of its Term Loan in any manner
it may determine at its sole discretion. Each Lender may, if it so elects, fulfill its commitment to make any Term Loan by causing
any branch or Affiliate of such Lender to make such Term Loan; provided that in such event for the purposes of this Agreement
(other than Section 3.1) such Term Loan shall be deemed to have been made by such Lender and the obligation of Borrowers
to repay such Term Loan shall nevertheless be to such Lender and shall be deemed held by it, to the extent of such Term Loan, for
the account of such branch or Affiliate.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN
PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


3.5             
Conclusiveness of Statements; Survival.


Determinations and statements of any Lender
pursuant to Section 3.1, 3.2 or 3.4 shall be conclusive absent demonstrable error. Lenders may use reasonable
averaging and attribution methods in determining compensation under Sections 3.1 or 3.2, and the provisions of such
Sections shall survive repayment of the Loan, cancellation of the Notes and termination of this Agreement.


3.6             
Goods and Services Tax - Australia.


(a)               
In this Section 3.6:


(i)                
terms defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) of Australia apply;


(ii)              
reference to a person includes the representative member of any GST group of which the relevant person is a member;


(iii)            
a “Finance Supply” means a supply made or to be made by a Lender or the Agent under or in connection
with a Loan Document where the consideration for the supply is not stated to include an amount in respect of GST on the supply;


(iv)            
“GST Amount” means the amount of any GST payable on a Finance Supply; and


(v)              
“Loss” means a loss, claim, action, damage, liability, cost, charge, expense, penalty, compensation,
fine or outgoing suffered, paid or incurred.


(b)              
All Finance Supply amounts have been calculated without regard to GST. If GST is or will be imposed on any Finance
Supply, the payment to the supplier for that supply shall be increased by the GST Amount. Each recipient of a Finance Supply indemnifies
the supplier against, and must pay to the supplier on demand amounts equal to, any Loss arising as a result of or in connection
with the supplier failing to receive the increased payment amount.


(c)               
If a party is liable under a Loan Document to reimburse or indemnify a Lender or the Agent for any Loss, the reimbursement
or indemnity amount will be for the full GST inclusive amount of that Loss less any input tax credit to which the Lender or the
Agent (as applicable) determines it is entitled with respect to that Loss, plus any increased amount for GST payable under Section 3.6(b).
To the extent that a Lender or the Agent is not entitled to an input tax credit for the GST payable on any supply acquired by or
expenditure incurred by the Lender or the Agent (as applicable) directly or indirectly in connection with a Loan or a Loan Document,
the Borrowers must reimburse the Lender or the Agent (as applicable) for the amount of that unrecoverable GST.


(d)              
The supplier of a Finance Supply that is a taxable supply must issue a tax invoice to the recipient no later than
14 days following payment of the GST Amount pursuant to this Section 3.6.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN
PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(e)               
If it is determined on reasonable grounds that the amount of GST paid or payable to the Commissioner of Taxation
of Australia by the supplier in connection with a Finance Supply differs for any reason from the GST amount paid or payable to
the supplier by the recipient pursuant to Section 3.6(b), the amount of the difference must be paid by, refunded to or credited
to (as applicable), the recipient promptly, and the supplier must issue an adjustment note to the recipient.


(f)               
If the GST payable in relation to a Finance Supply is less than the amount that the recipient has paid the supplier
under Section 3.6(b), the supplier is only obligated to pay a refund of GST to the recipient to the extent the supplier
receives a refund of that GST from the Commissioner of Taxation of Australia. This Section 3.6(f) does not apply in relation
to adjustment events.


SECTION
4        Guaranty and indemnity


4.1             
Consideration.


Each Guarantor acknowledges entering this
document in return for the Lenders agreeing to make the Term Loan at the Guarantors’ request and for other valuable consideration,
and that Agent and the Lenders are relying on the terms of this Section 4.


4.2             
Guarantee.


Each Guarantor irrevocably and unconditionally
guarantees to Agent and Lenders:


(a)               
The payment of the Obligations in accordance with the Loan Documents; and


(b)              
The performance by each Loan Party of all its other obligations under the Loan Documents.


4.3             
Non-Payment or Non-Performance.


If any Loan Party does not:


(a)               
Pay any Obligations (or money which would be Obligations if its payment was enforceable, valid and not illegal) in
accordance with the Loan Documents, each Guarantor must pay that money on demand as if it was the principal obligor; or


(b)              
Perform any of its other obligations under a Loan Document, each Guarantor must perform, or procure the performance
of, those obligations (without the need for demand by Agent or Lenders) in accordance with the Loan Documents.


4.4             
Indemnity.


Each Guarantor indemnifies Agent and Lenders
against, and must pay to Agent and Lenders on demand amounts equal to, any loss of Agent or such Lender as a result of or in connection
with:



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN
PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(a)               
Any obligation or liability of, or obligation or liability guaranteed by, a Guarantor under this Section 4
(or which would be such an obligation or liability if enforceable, valid and not illegal) being or becoming unenforceable, invalid
or illegal;


(b)              
A Loan Party failing, or being unable, to pay any Obligation or to perform any of its other obligations in accordance
with the Loan Documents;


(c)               
Any Obligation (or money which would be an Obligation if it were recoverable) not being recoverable from a Loan Party;
or


(d)              
A proceeding under any Debtor Relief Law in respect of any Loan Party (but only to the extent that loss relates to
the Obligations) or an Insolvency Event occurring with respect to an Australian Loan Party,


in each case, for any reason and whether or not Agent or any
Lender knew or ought to have known anything about those matters.


4.5             
Immediate Recourse.


Each Guarantor waives any right it may have
to require Agent or any Lender to proceed against, or enforce any other rights or Collateral or claim payment from, any other Person
before claiming from that Guarantor under this Section 4. This waiver applies irrespective of any law or any provision of
a Loan Document to the contrary.


4.6             
Continuing Obligations.


The guarantee and indemnity set forth in this
Section 4:


(a)               
Extends to the present and the future balance of all the Obligations (including in respect of any contingent liability
of a Loan Party in connection with the Loan Documents) as varied from time to time, including as a result of:


(i)                
The creation or designation of any new Loan Document after the date of this Agreement;


(ii)              
Any amendment to, or waiver under, any Loan Document; or


(iii)            
The provision of new or further accommodation to any Borrower,


and whether or not with the consent of or notice to the
Guarantors;


(b)              
Is not wholly or partially discharged by the payment of any Obligations, the waiver by Agent or Lenders of a condition
precedent to the provision of financial accommodation, the settlement of any account or anything else; and


(c)               
Continues until, subject to Section 11.6, all Obligations have been Paid in Full and the Loan Parties have
completely performed their obligations under the relevant Loan Documents.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN
PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


4.7             
Liability Not Affected.


Each Guarantor’s liability under the
Loan Documents is not adversely affected by anything which would otherwise reduce or discharge that liability (whether or not any
Loan Party or Agent or any Lender is aware of it or consents to it and despite any legal rule to the contrary), including:


(a)               
Any time, waiver, concession, forbearance or consent granted to, or composition with, any Loan Party or other Person;


(b)              
any opening of further accounts in connection with, or any increase in, change or replacement of the type, amount
or terms of, financial accommodation provided to any Person;


(c)               
any transaction or agreement, or variation, novation or assignment of a transaction or agreement (including any Loan
Document), between Agent or any Lender and any other Loan Party or another Person;


(d)              
a proceeding under any Debtor Relief Law in respect of a Loan Party or another Person or an Insolvency Event occurring
with respect to an Australian Loan Party;


(e)               
any judgment or order being obtained or made against, or the conduct of any proceedings by, a Loan Party or another
Person;


(f)               
a Loan Party’s obligation or a Loan Document (or any provision of a Loan Document), being void, voidable, unenforceable,
defective, released, waiver, impaired, novated, enforced or impossible or illegal to perform;


(g)               
the whole or partial discharge or release of, or the granting of, Collateral (including the guarantee and indemnity
set forth in this Section 4);


(h)              
the Obligations not being recoverable or the liability of a Loan Party or any other Person to Agent or any Lender
ceasing or reducing (including due to a release or discharge by Agent or any Lender or by law);


(i)                
any Loan Document not being executed by, or binding or enforceable against, any Loan Party;


(j)                
the exercise or non-exercise of any power or right or remedy (including any right to terminate a contract);


(k)              
any set-off, combination of accounts or counterclaim;


(l)                
any Collateral being destroyed, forfeited, extinguished, surrendered or resumed;


(m)            
any waiver of or failure to satisfy a condition or condition precedent under a Loan Document (and any such waiver
or failure will be disregarded in determining a Guarantor’s liability under the guarantee and indemnity set forth in this
Section 4 or whether an amount is part of the Obligations;



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(n)              
any default, misrepresentation, negligence or breach by any Loan Party or of any contract or any misconduct by any
Person;


(o)              
any acquiescence, delay, waiver, mistake, failure to give notice or other action or inaction of any kind (whether
or not prejudicial to the Loan Party) by Agent or any Lender or any other Person; or


(p)              
any incapacity or lack of power, authority or legal personality of or dissolution or change in the members, shareholders
or status of a Loan Party or any other Person.


4.8             
Principal and Independent Obligation.


Each guarantee, indemnity and other obligation
of a Guarantor in this Section 4 is:


(a)               
a principal and independent obligation and is not ancillary, collateral or limited by reference to any other obligation;
and


(b)              
is in addition to, and not prejudiced by, any other guarantee or Collateral now or later held by Agent or any Lender.


4.9             
Deferral of Certain Rights.


Until the Obligations have been paid and performed
in full and Agent and Lenders are satisfied that they will not have to repay any amounts received by them in respect of the Obligations,
no Borrower or Guarantor may (either directly or indirectly) without the prior written consent of Agent:


(a)               
claim, exercise or attempt to exercise a Lien, right of set-off, counterclaim or any other right or raise any defense:


(i)                
against a Loan Party; or


(ii)              
which another Loan Party may have against Agent or any Lender, which might reduce or discharge the Borrower’s
liability under the Loan Documents or the Guarantor’s liability under this Section 4;


(b)              
claim or exercise a right of subrogation or contribution or otherwise claim the benefit of:


(i)                
any Collateral or guaranty relating to the Obligations; or


(ii)              
any Collateral or guaranty which would rank in priority or preference to any Lien or guaranty relating to the Obligations,
and if a Borrower or Guarantor receives any money in breach of this paragraph (b):


(1)       the
Borrower or Guarantor must promptly pay that money to Agent and/or Lenders; and


(2)       the
Borrower or Guarantor will, until that money is paid in accordance with Section 4.9(b)(ii)(1), hold that money on trust
for Agent and Lenders.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(c)               
unless Agent has given a direction to do so (in which case the Borrower Guarantor must do so in accordance with the
direction as trustee for Agent):


(i)                
prove, claim or exercise voting rights in a Loan Party’s liquidation, or otherwise claim or receive the benefit
of any distribution, dividend or payment arising out of a Loan Party’s liquidation on any account;


(ii)              
demand, or accept payment of, any money owed to the Borrower or Guarantor by any Loan Party, and any such money it
receives:


(1)       must
be paid promptly to Agent and Lenders; and


(2)       will,
until that money is paid in accordance with Section 4.9(c)(ii)(1), be held on trust for Agent and Lenders.


4.10         
Prove in Liquidation.


Each Borrower and Guarantor irrevocably authorizes
Agent and each of its authorized representatives to prove in the liquidation of any Loan Party for all money that the Borrower
or Guarantor can claim against the Loan Party on any account. Agent need only account to the Borrower or Guarantor for dividends
it receives in excess of the Obligations, without interest.


4.11         
Suspense Account.


(a)               
Agent may credit money received from any Guarantor or on account of any Guarantor’s liability under this Section
4 (including dividends received in any liquidation) to a suspense account, and keep the money in that account for as long as,
and at whatever interest rate, Agent thinks fit. Agent may apply the money (including interest) to reduce the Obligations whenever
it thinks fit.


(b)              
If the Obligations have been fully and finally paid or discharged and Agent is satisfied that such payment or discharge
is not liable to be set aside, avoided or reversed, then the balance standing to the credit of the suspense account and any accrued
interest will be paid to or for the account of the Borrowers for distribution to the Person entitled to it and Agent will have
no further liability in relation to it.


4.12         
Variations and Replacements.


Each Guarantor acknowledges that the Loan
Documents may be varied or replaced from time to time. Each Guarantor confirms that the Obligations include any amount payable
under any Loan Document which is relevant to the Obligations as varied or replaced. Each Guarantor confirms that this applies regardless
of:


(a)               
how a Loan Document is varied or replaced;


(b)              
the reasons for the variation or replacement; and


(c)               
whether the Obligations decrease or increase or a Loan Document is otherwise more onerous as a result of the variation
or replacement.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


SECTION
5        Conditions Precedent.


The obligations of Agent and each Lender to
enter into this Agreement and of each Lender to make its Loan hereunder are subject to the following conditions precedent, each
of which shall be reasonably satisfactory in all respects to Agent:


5.1             
Prior Debt.


The Prior Debt shall have been (or concurrently
with the borrowing will be) paid in full and all related Liens shall have been (or concurrently with the borrowing will be) released.


5.2             
Delivery of Loan Documents.


The Loan Parties shall have delivered the
following documents (which shall be, as applicable, duly executed and dated the Closing Date or an earlier date satisfactory to
Agent):


(a)               
Loan Documents. The Loan Documents, each duly executed by (i) a Responsible Officer of each Loan Party contemplated
to be a party thereto, and (ii) each other Person (except Agent) contemplated to be a party thereto.


(b)              
Financing Statements. Properly completed Uniform Commercial Code financing statements and other filings and
documents required by law or the Loan Documents to provide Agent, for the benefit of Lenders, perfected first priority Liens in
the Collateral.


(c)               
Lien Searches. Copies of Uniform Commercial Code, foreign, state and county search reports listing all effective
financing statements filed and other Liens of record against any Loan Party, with copies of any such financing statements, and
applicable searches of the records of the U.S. Patent and Trademark Office, U.S. Copyright Office, the Australian Personal Property
Securities Register and equivalent offices of foreign jurisdictions performed with respect to each Loan Party, all in each jurisdiction
reasonably determined by Agent.


(d)              
Collateral Access Agreements. Fully executed (except by Agent) Collateral Access Agreements reasonably requested
by Agent with respect to the Collateral.


(e)               
Payoff; Release. Payoff letters with respect to the repayment in full of all Prior Debt, termination of all
agreements relating thereto and the release of all Liens granted in connection therewith, with Uniform Commercial Code or other
appropriate termination statements and documents effective to evidence the foregoing or authorization to file the same.


(f)               
Authorization Documents. For each Loan Party, such Person’s (i) charter (or similar formation document),
certified by the appropriate Governmental Authority and in respect of an Australian Loan Party, a verification certificate in the
form set out in Exhibit D properly completed with all required attachments, duly signed by two directors of the relevant
Australian Loan Party and dated no earlier than two (2) Business Days before the Closing Date, (ii) except in the case of an Australian
Loan Party, good standing certificates in its jurisdiction of incorporation (or formation or organization) and in each other
jurisdiction reasonably requested by Agent, (iii) bylaws (or similar governing document), (iv) except in the case of
an Australian Loan Party, resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s
execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby, and (v) signature
and incumbency certificates of its officers or other authorized signatories executing any of the Loan Documents, all certified
by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification, in form
and substance reasonably satisfactory to Agent.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(g)               
Closing Certificate. A certificate executed by a Responsible Officer of each Loan Party, which shall constitute
a representation and warranty by each Loan Party as of the Closing Date that the conditions contained in this Section 5
have been satisfied.


(h)              
Opinions of Counsel. Opinions of counsel for each Loan Party regarding certain closing matters, and each Loan
Party hereby requests such counsel to deliver such opinions and authorizes Agent and Lenders to rely thereon.


(i)                
Insurance. Certificates or other evidence of insurance in effect as required by Section 7.3(c), with
endorsements naming Agent as lenders’ loss payee and/or additional insured, as applicable.


(j)                
Solvency Certificate. Agent shall have received a certificate of the chief financial officer (or, in the absence
of a chief financial officer, the chief executive officer or manager) of each Loan Party, in his or her capacity as such and not
in his or her individual capacity, in form and substance reasonably satisfactory to Agent, certifying (i) the solvency of such
Loan Party, after giving effect to the transactions and the indebtedness contemplated by the Loan Documents, and (ii) as to such
Loan Party’s financial resources and anticipated ability to meet its obligations and liabilities as they become due, to the
effect that as of the Closing Date, and after giving effect to such transaction and indebtedness: (A) the assets of such Loan Party
individually, at a Fair Valuation, exceed the total liabilities (including contingent, subordinated, unmatured and unliquidated
liabilities) of such Loan Party, and the assets of all Loan Parties on a consolidated basis, at a Fair Valuation, exceed the total
liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of all of the Loan Parties, and (B) no
unreasonably small capital base with which to engage in its anticipated business exists with respect to such Loan Party.


(k)              
Financials. The financial statements, projections and pro forma balance sheet described in Section 6.4.


(l)                
Account Control Agreements. The fully-executed Account Control Agreement in relation to each Deposit Account
(other than any Exempt Account) set forth on Schedule 8.14 hereto that is located in the United States.


(m)            
[Reserved].


(n)              
Consents. Evidence that all necessary consents, permits and approvals (governmental or otherwise) required
for the execution, delivery and performance by each Loan Party of the Loan Documents have been duly obtained and are in full force
and effect.


(o)              
[Reserved].


(p)              
Share certificates. (i) Share certificates for all the issued share capital of an Australian Loan Party (other
than Parent), together with executed undated blank transfer forms for all shares in such entity (being blank as to date, transferee
and number of shares), and (ii) the original stock or other equity certificates representing any Equity Interests in U.S. Loan
Parties pledged under the Collateral Documents, together with undated transfer powers in blank.



    	 	43	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(q)              
Share register. A certified copy of the share register maintained by each Australian Loan Party (other than
Parent) in respect of all shares issued by it.


(r)                
Other Documents. Such other certificates, documents and agreements as Agent or any Lender may reasonably request.


5.3             
Fees.


The Lenders and Agent shall have received
all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses
of legal counsel), required to be paid under the Loan Documents on or before the Closing Date. All such amounts will be paid with
proceeds of the initial advance of the Term Loan and any previous expense deposits made with Agent on or before the Closing Date
and will be reflected in the funding instructions given by each Loan Party to Agent on or before the Closing Date.


5.4             
Representations, Warranties, Defaults.


As of the Closing Date, after giving effect
to the making of the Loan, (a) all representations and warranties of each Borrower and each other Loan Party set forth in any Loan
Document shall be true and correct in all material respects (except for any representation or warranty that is by its terms already
qualified by materiality, Material Adverse Effect or similar qualification, which shall be true and correct in all respects) as
if made on and as of the Closing Date (except for representations and warranties that specifically refer to an earlier date, which
shall be true and correct in all material respects as of such earlier date) and (b) no Default or Event of Default shall exist.
The acceptance of the Loan by Borrowers shall be deemed to be a certification by Borrowers that the conditions set forth in this
Section 5.4 have been satisfied.


5.5             
Diligence.


Agent and Lenders shall have completed their
due diligence review of the Loan Parties, their assets, business, obligations and the transactions contemplated herein, the results
of which shall be satisfactory in form and substance to Agent and Lenders, including, without limitation, (i) an examination (whether
by Agent or a third party engaged by Agent) of (A) each Borrower’s and each other Loan Party’s projected Net Sales,
Royalties and Aggregate Revenue for such periods as required by Lenders, (B) such valuations of Borrower and each other Loan Party
and their respective assets as Lenders shall require, (C) the terms and conditions of all agreements of and obligations owed by
any Borrower or any other Loan Party deemed material by Lenders (including license agreements, matters relating to Intellectual
Property and insurance matters), the results of which shall be satisfactory in form and substance to Lenders and (D) background
checks with respect to the managers, officers and owners of each Borrower and each other Loan Party; (ii) an examination of the
Collateral, the financial statements and the books, records, business, obligations, financial condition and operational state of
each Borrower and each other Loan Party, and each Borrower or each other Loan Party shall have demonstrated to Lenders’ satisfaction,
in their sole discretion, that (x) no operations of any Borrower or any other Loan Party are the subject of any governmental investigation,
evaluation or any remedial action which could result in any expenditure or liability deemed material by Lenders, in their sole
discretion, and (y) neither any Borrower nor any other Loan Party has liabilities or obligations (whether contingent or otherwise)
that are deemed material by Lenders, in their reasonable discretion.



    	 	44	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


5.6             
Organizational Matters.


All organizational and other proceedings,
documents, instruments and other legal matters in connection with the transactions contemplated by the Loan Documents (including,
but not limited to, those relating to organizational and capital structures of each Borrower and each other Loan Party) shall be
satisfactory to Lenders in their sole discretion.


5.7             
No Felonies.


No Loan Party nor any of their respective
Affiliates nor any of their officers or key management personnel shall have been indicted or be under active investigation for
a felony crime.


5.8             
No Material Adverse Effect.


There shall not be any Debt or material obligations
of any nature with respect to any Loan Party which could reasonably be likely to have a Material Adverse Effect.


SECTION
6        Representations and Warranties.


To induce Agent and Lenders to enter into
this Agreement and to induce Lenders to make a Loan hereunder, each Loan Party represents and warrants to Agent and Lenders that:


6.1             
Organization.


Each Loan Party is (a)(i) in the case of each
Australian Loan Party, properly registered and incorporated as a proprietary company limited by shares and validly exists under
the laws of its jurisdiction of incorporation as set forth in Schedule 6.1 and, except as specified otherwise in this Agreement,
acts on its own behalf in entering into the Loan Documents, and not as trustee or on another person’s behalf; and (ii) in
each other case, an organization validly existing and in good standing under the laws of its jurisdiction of organization as set
forth in Schedule 6.1; (b) duly qualified to do business in each jurisdiction set forth on Schedule 6.1, which
are all of the jurisdictions in which failure to so qualify could reasonably be likely to have or result in a Material Adverse
Effect., and (c) no Australian Loan Party has contravened or will contravene Chapter 2E or Part 2J.3 of the Corporations Act in
connection with its entry into, and performance of obligations under, any Loan Document.


6.2             
Authorization; No Conflict.


Each Loan Party is duly authorized to execute
and deliver each Loan Document to which it is a party, to borrow monies hereunder (in the case of Borrowers), and to perform its
Obligations under each Loan Document to which it is a party. The execution, delivery and performance by each Borrower and each
other Loan Party of this Agreement and of each Loan Document to which it is a party, and the borrowings by Borrowers hereunder,
do not and will not (a) require any consent or approval of any Governmental Authority (other than any consent or approval
which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including
any Health Care Law), (ii) the charter, by-laws, constitution or other organizational documents of any Borrower or any other
Loan Party or (iii) any material agreement, indenture, instrument or other material document, or any judgment, order or decree,
which is binding upon any Borrower or any other Loan Party or any of its properties or (c) require, or result in, the creation
or imposition of any Lien on any asset of any Borrower or any other Loan Party (other than Liens in favor of Agent created pursuant
to the Collateral Documents).



    	 	45	 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


6.3             
Validity; Binding Nature.


Each of this Agreement and each other Loan
Document to which any Borrower or any other Loan Party is a party is the legal, valid and binding obligation of such Borrower or
such other Loan Party, enforceable against such Borrower or such other Loan Party in accordance with its terms, subject to bankruptcy,
insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity.


6.4             
Financial Condition.


(a)               
The (i) audited consolidated and consolidating financial statements of Parent and its Subsidiaries for the Fiscal
Year ended December 31, 2015, and (ii) unaudited interim consolidated and consolidating financial statements of Parent and its
Subsidiaries for each calendar month in the eleven month period ended as of September 30, 2016, copies of each of which have been
delivered to Agent and Lenders pursuant hereto, were prepared in accordance with GAAP (subject, in the case of interim financial
statements, to the absence of footnotes and to normal year-end adjustments) and present fairly in all material respects the consolidated
financial condition of Parent and its Subsidiaries as at such dates and the results of its operations for the periods then ended.


(b)              
The consolidated financial projections (including an operating budget and a cash flow budget) of Parent and its Subsidiaries
for the twelve calendar month period ending December 31, 2017, prepared on an annual basis, copies of each of which have been delivered
to Agent and Lenders prior to the Closing Date (i) were prepared by Parent in good faith and (ii) were prepared in accordance
with assumptions for which Parent believes it has a reasonable basis, and the accompanying consolidated and consolidating pro forma
balance sheet of Parent and its Subsidiaries as at the Closing Date, adjusted to give effect to the financings contemplated hereby
as if such transactions had occurred on such date, is consistent in all material respects with such projections (it being understood
that the projections are not a guaranty of future performance and that actual results during the period covered by the projections
may materially differ from the projected results therein).


6.5             
No Material Adverse Change.


Since June 30, 2016, there has been no material
adverse change in the financial condition, operations, assets, business or properties of Parent and its Subsidiaries taken as a
whole.


6.6             
Litigation.


No litigation (including derivative actions),
arbitration proceeding or governmental investigation or proceeding is pending or, to any Loan Party’s knowledge, threatened
against any Borrower or any other Loan Party which would reasonably be expected to have, either individually or in the aggregate,
a Material Adverse Effect. As of the Closing Date, neither any Borrower nor any other Loan Party has any material Contingent Obligations
not listed on Schedule 8.1 or disclosed in the financial statements specified in Section 6.4(a).


6.7             
Ownership of Properties; Liens.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


Each Borrower and each other Loan Party owns
legal and beneficial to all of its material properties and assets, real and personal, tangible and intangible, of any nature whatsoever
that it purports to own (including Intellectual Property), free and clear of all Liens and charges and claims (including infringement
claims with respect to Intellectual Property), except Permitted Liens.


6.8             
Capitalization.


All issued and outstanding Equity Interests
of Parent and each Subsidiary are duly authorized, validly issued, fully paid (other than shares of Parent held by employees shown
as partly paid on Schedule 6.8), non-assessable, and such securities were issued in compliance in all material respects
with all applicable United States, Australian, United Kingdom and New Zealand state and federal laws concerning the issuance of
securities. Schedule 6.8 sets forth the authorized Equity Interests of each Borrower and each other Loan Party as of the
Closing Date, all Persons owning the outstanding Equity Interests in each Borrower and each other Loan Party.


6.9             
Pension Plans.


During the twelve-consecutive-month period
prior to the Closing Date, (i) no steps have been taken to terminate any Pension Plan which could reasonably be expected to
result in the incurrence by any Borrower or any other Loan Party of any liability, fine or penalty in an amount that exceeds $500,000
and (ii) no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section
302(f) of ERISA securing obligations in excess of $500,000. No condition exists or event or transaction has occurred with respect
to any Pension Plan which could result in the incurrence by any Borrower or any other Loan Party of any material liability, fine
or penalty in an amount that exceeds $500,000. All contributions (if any) have been made to any Multiemployer Pension Plan that
are required to be made by any Borrower and each other Loan Party or any other member of the Controlled Group under the terms of
the plan or of any collective bargaining agreement or by applicable law; neither any Borrower nor any other Loan Party nor any
member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Pension Plan, incurred any withdrawal
liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal
liability from any such plan, and no condition has occurred which, if continued, could result in a withdrawal or partial withdrawal
from any such plan, and neither any Loan Party nor any member of the Controlled Group has received any notice that any Multiemployer
Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefits or the imposition
of any excise tax, that any such plan is or has been funded at a rate less than that required under Section 412 of the IRC, that
any such plan is or may be terminated, or that any such plan is or may become insolvent, in each case where such event could reasonably
be expected to result in liabilities that exceed $500,000.


6.10         
Investment Company Act.


No Borrower nor any Loan Party is an “investment
company” or a company “controlled” by an “investment company” or a “subsidiary” of an
“investment company”, within the meaning of the Investment Company Act of 1940.


6.11         
No Default.


No Event of Default or Default exists or would
result from the incurrence by any Borrower or any other Loan Party of any Debt hereunder or under any other Loan Document.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


6.12         
Margin Stock.


No Borrower nor any other Loan Party is engaged
principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying
Margin Stock. As of the Closing Date, no portion of the Obligations is secured directly or indirectly by Margin Stock.


6.13         
Taxes.


Each Borrower and each other Loan Party has
filed all foreign, federal and other tax returns and reports required by law to have been filed by it and has paid all foreign,
federal and other taxes and governmental charges thereby shown to be owing, except any such taxes or charges (a) that are not delinquent
or (b) that are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance
with GAAP have been set aside on its books.


6.14         
Solvency.


On the Closing Date, and immediately prior
to and after giving effect to the borrowing hereunder and the use of the proceeds thereof, (a) the fair value of each Loan
Party’s assets is greater than the amount of such Loan Party’s liabilities (including disputed, contingent and unliquidated
liabilities) as such value is established and liabilities evaluated, (b) the present Fair Valuation of each Loan Party’s
assets are not less than the amount that will be required to pay the probable liability on Loan Party’s debts as they become
absolute and matured, (c) each Loan Party is able to realize upon its assets and pay its debts and other liabilities (including
disputed, contingent and unliquidated liabilities) as they mature in the normal course of business, (d) no Loan Party intends
to, or believes that it will, incur debts or liabilities beyond its ability to pay as such debts and liabilities mature, (e) no
Loan Party is engaged in any business or transaction, or is about to engage in any business or transaction, for which such Loan
Party’s property would constitute unreasonably small capital and (f) in relation to each Australian Loan Party, it is not
subject to an Insolvency Event.


6.15         
Environmental Matters.


The on-going operations of each Loan Party
comply in all respects with all Environmental Laws, except for non-compliance which could not (if enforced in accordance with applicable
law) reasonably be expected to result in a Material Adverse Effect. Each of Parent and each Subsidiary has obtained, and maintained
in good standing, all licenses, permits, authorizations and registrations required under any Environmental Law and necessary for
its respective ordinary course operations, and Parent and each Subsidiary is in compliance with all material terms and conditions
thereof, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. Neither Parent
nor any Subsidiary nor any of its respective properties or operations is subject to any outstanding written order from or agreement
with any Governmental Authority, nor subject to any judicial or docketed administrative proceeding, respecting any Environmental
Law, Environmental Claim or Hazardous Substance, except for any such order, agreement or proceeding that could not reasonably be
expected to result in liability in excess of $500,000. There are no Hazardous Substances or other conditions or circumstances existing
with respect to any property, or arising from operations prior to the Closing Date, of Parent or any Subsidiary that would reasonably
be expected to result in a Material Adverse Effect. Neither Parent nor any Subsidiary has any underground storage tanks that are
not properly registered or permitted under applicable Environmental Laws or that are leaking or disposing of Hazardous Substances,
except as would not reasonably be expected to result in liability in excess of $500,000.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


6.16         
Insurance.


Each of Parent and each Subsidiary and their
respective properties are insured with financially sound and reputable insurance companies which are not Affiliates of any Loan
Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where Parent or such Subsidiary operates. A true and complete listing of
such insurance as of the Closing Date, including issuers, policy numbers and coverages, is set forth on Schedule 6.16.


6.17         
Information.


All written information heretofore or contemporaneously
herewith furnished in writing by any Borrower or any other Loan Party to Agent or any Lender for purposes of or in connection with
this Agreement and the transactions contemplated hereby, taken as a whole, is, and all written information hereafter furnished
by or on behalf of any Borrower or any other Loan Party to Agent or any Lender pursuant hereto or in connection herewith, taken
as a whole, will be, true and accurate in every material respect on the date as of which such information, taken as a whole, is
dated or certified, and none of such information is or will be incomplete by omitting to state any material fact necessary to make
such information not misleading in any material respect in light of the circumstances under which made (it being recognized by
Agent and Lenders that any projections and forecasts provided by any Borrower are based on good faith estimates and assumptions
believed by such Borrower to be reasonable as of the date of the applicable projections or assumptions and that actual results
during the period or periods covered by any such projections and forecasts may differ from projected or forecasted results).


6.18         
Intellectual Property and Products.


(a)               
Schedule 6.18(a) (as updated from time to time in accordance with Section 7.1.2 hereof) accurately
and completely lists all of Parent’s and each Subsidiary's Registered Intellectual Property. Each of Parent and each Subsidiary
owns and possesses or has a license or other right to use all Intellectual Property as is necessary for the conduct of the business
of each Borrower and the other Loan Parties, without any infringement upon the intellectual property rights of others.


(b)              
Schedule 6.18(b) (as updated from time to time in accordance with Section 7.1.2 hereof) accurately
and completely lists all Products and all Required Permits, and each Borrower and each other Loan Party has delivered to Agent
a copy of all Required Permits as of the date hereof and to the extent requested by Agent from time to time in its discretion.


(i)                
With respect to any Product or Service being tested, manufactured, marketed, sold, and/or delivered by Loan Parties,
the applicable Loan Party has received (or the applicable, authorized third parties have received), and such Product or Service
is the subject of, all Required Permits needed in connection with the testing, manufacture, marketing, sale, and/or delivery of
such Product or Service by or on behalf of Loan Parties as currently conducted. No Loan Party has received any notice from any
applicable Governmental Authority, specifically including the FDA and/or CMS, that such Governmental Authority is conducting an
investigation or review (other than a normal routine scheduled inspection) of any Loan Party’s (x) manufacturing facilities,
laboratory facilities, the processes for such Product, or any related sales or marketing activities and/or the Required Permits
related to such Product, and (y) laboratory facilities, the processes for such Services, or any related sales or marketing
activities and/or the Required Permits related to such Services. There are no material deficiencies or violations of applicable
laws in relation to the manufacturing, processes, sales, marketing, or delivery of such Product or Services and/or the Required
Permits related to such Product or Services, no Required Permit has been revoked or withdrawn, nor, to the best of Borrower’s
knowledge, has any such Governmental Authority issued any order or recommendation stating that the development, testing, manufacturing,
sales and/or marketing of such Product or Services by or on behalf of Loan Parties should cease or be withdrawn from the marketplace,
as applicable.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(ii)              
Except as set forth on Schedule 6.18(b), (A) there have been no adverse clinical test results in respect of
any Product since the date on which such Borrower or such other Loan Party acquired rights to such Product, and (B) there have
been no product recalls or voluntary product withdrawals from any market in respect of any Product since the date on which such
Borrower or such other Loan Party acquired rights to such Product.


(iii)            
No Borrower or any other Loan Party has experienced any significant failures in its manufacturing of any Product
which caused any reduction in Products sold.


6.19         
Restrictive Provisions.


No Borrower or any other Loan Party is a party
to any agreement or contract or subject to any restriction contained in its operative documents which would reasonably be expected
to have a Material Adverse Effect.


6.20         
Labor Matters.


Except as set forth on Schedule 6.20,
as of the Closing Date, no Borrower or any other Loan Party is subject to any labor or collective bargaining agreement. There are
no existing or threatened strikes, lockouts or other labor disputes involving any Borrower or any other Loan Party that singly
or in the aggregate would reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees
of any Borrower or any other Loan Party are not in violation in any material respect of the Fair Labor Standards Act or any other
applicable law, rule or regulation dealing with such matters.


6.21         
Material Contracts.


Except for the agreements set forth on Schedule
6.21 (collectively, the “Material Contracts”), as of the Closing Date there are no (i) employment agreements
covering the management of any Borrower or any other Loan Party, (ii) collective bargaining agreements or other labor agreements
covering any employees of any Borrower or any other Loan Party, (iii) agreements for managerial, consulting or similar services
to which any Borrower or any other Loan Party is a party or by which it is bound, (iv) agreements regarding any Borrower or any
other Loan Party, its assets or operations or any investment therein to which any of its equity holders is a party, (v) patent
licenses, trademark licenses, copyright licenses or other lease or license agreements to which any Borrower or any other Loan Party
is a party, either as lessor or lessee, or as licensor or licensee (other than widely-available software subject to “shrink-wrap”
or “click-through” software licenses), (vi) distribution, marketing or supply agreements to which any Borrower or any
other Loan Party is a party, (vii) customer agreements to which any Borrower or any other Loan Party is a party (in each case with
respect to any agreement of the type described in the preceding clauses (i), (iii), (iv), (v), (vi) and (vii) requiring payment
of more than $250,000 in any year), (viii) partnership agreements pursuant to which any Borrower or any other Loan Party is a partner,
limited liability company agreements pursuant to which any Borrower or any other Loan Party is a member or manager, or joint venture
agreements to which any Borrower or any other Loan Party is a party, (ix) real estate leases, or (x) any other agreements or instruments
to which any Borrower or any other Loan Party is a party, in each case the breach, nonperformance or cancellation of which, would
reasonably be expected to have a Material Adverse Effect. Schedule 6.21 sets forth, with respect to each real estate lease
agreement to which any Borrower or any other Loan Party is a party as of the Closing Date, the address of the subject property.
The consummation of the transactions contemplated by the Loan Documents will not give rise to a right of termination in favor of
any party to any Material Contract (other than a Loan Party) which would reasonably be expected to have, either individually or
in the aggregate, a Material Adverse Effect.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


6.22         
Compliance with Laws; Health Care Laws.


(a)               
Laws Generally. Each Borrower and each other Loan Party is in compliance with, and is conducting and has conducted
its business and operations in material compliance with the requirements of all applicable laws, rules, regulations, decrees, orders,
judgments, licenses and permits except where the failure to be in compliance would not reasonably be expected to have a Material
Adverse Effect.


(b)              
Health Care Laws. Without limiting the generality of clause (a) above:


(i)                
No Borrower or any other Loan Party is in violation of any of the Health Care Laws, except for any such violation
which would not reasonably be expected (either individually and taken as a whole with any other violations) to have a Material
Adverse Effect.


(ii)              
(A) Each Borrower and each other Loan Party has all licenses, consents, certificates, permits, authorizations, approvals,
franchises, registrations, qualifications and other rights from, and has made all declarations and filings with, all applicable
Governmental Authorities and self regulatory authorities (each, an “Authorization”) necessary to engage in the
business conducted by it (including, without limitation, the FDA Authorization), except for such Authorizations with respect to
which the failure to obtain would not reasonably be expected to have a Material Adverse Effect, and (B) no Borrower or any other
Loan Party has any knowledge that any Governmental Authority is considering limiting, suspending or revoking any such Authorization,
except where the limitation, suspension or revocation of such Authorization would not reasonably be expected to have a Material
Adverse Effect. All such Authorizations are valid and in full force and effect and each Borrower and each other Loan Party is in
material compliance with the terms and conditions of all such Authorizations and with the rules and regulations of the regulatory
authorities having jurisdiction with respect to such Authorizations, except where failure to be in such compliance or for an Authorization
to be valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.


(iii)            
Each Borrower and each other Loan Party has received and maintains accreditation in good standing and without limitation
or impairment by all applicable accrediting organizations, to the extent required by applicable law or regulation (including any
foreign law or equivalent regulation), except where the failure to be so accredited and in good standing without limitation would
not reasonably be expected to have a Material Adverse Effect.


(iv)            
Except where any of the following would not reasonably be expected to have a Material Adverse Effect, no Borrower
or other Loan Party has been, or has been threatened to be, (i) excluded from U.S. health care programs pursuant to 42 U.S.C. §1320(a)7
or any related regulations, (ii) “suspended” or “debarred” from selling products to the U.S. government
or its agencies pursuant to the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government
agencies generally (48 C.F.R. Subpart 9.4), or other applicable laws or regulations, or (iii) made a party to any other action
by any Governmental Authority that may prohibit it from selling products to any governmental or other purchaser pursuant to any
foreign, federal, state or local laws or regulations.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(v)              
No Borrower or other Loan Party has received any written notice from the FDA, CMS or any other Governmental Authority
with respect to, nor to any Borrower’s or other Loan Party’s best knowledge is there, any actual or threatened investigation,
inquiry, or administrative or judicial action, hearing, or enforcement proceeding by the FDACMS or any other Governmental Authority
against any Borrower or any other Loan Party regarding any violation of applicable law, except for such investigations, inquiries,
or administrative or judicial actions, hearings, or enforcement proceedings which, individually and in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.


6.23         
Existing Indebtedness; Investments, Guarantees and Certain Contracts.


No Borrower or other Loan Party (a) has any
outstanding Debt, except Debt under the Loan Documents, under the 2013 Bonds, under the Revenue Sharing Deed and as set forth on
Schedule 8.1, or (b) owns or holds any Equity Interests of, any debt investments in, or has any outstanding advances to
or any outstanding guarantees for the obligations of any other Person, except as set forth on Schedule 8.10.


6.24         
Affiliated Agreements.


Except as set forth on Schedule 8.7,
(i) there are no existing or proposed agreements, arrangements, understandings or transactions between a Borrower or any other
Loan Party, on the one hand, and such Borrower’s or such other Loan Party's members, managers, managing members, investors,
officers, directors, stockholders, other equity holders, employees, or Affiliates or any members of their respective families,
on the other hand, and (ii) to each Borrower’s and each other Loan Party’s knowledge, none of the foregoing Persons
are directly or indirectly indebted to or have any direct or indirect ownership or voting interest in, any Affiliate of such Borrower
or such other Loan Party or any Person with which such Borrower or such other Loan Party has a business relationship or which competes
with such Borrower or such other Loan Party (except that any such Persons may own equity interests in (but not exceeding two percent
(2%) of the outstanding equity interests of) any publicly traded company that may compete with such Borrower or such other Loan
Party).


6.25         
Names; Locations of Offices, Records and Collateral; Deposit Accounts.


Neither any Borrower nor any other Loan Party
has conducted business under or used any name (whether corporate, partnership or assumed) other than as shown on Schedule 6.25A.
Each Borrower and each other Loan Party is the sole owner(s) of all of its names listed on Schedule 6.25A, and any
and all business done and invoices issued in such names are such Borrower’s or such other Loan Party's sales, business and
invoices. No Loan Party is an Affiliate of or has any debt or equity investment in or any business relationship with Parnell Pharmaceuticals,
Inc., a California corporation, and the businesses and properties of each Loan Party are entirely separate from and unrelated to
the businesses and properties of Parnell Pharmaceuticals, Inc., a California corporation, and its affiliates. No Loan Party is
an Affiliate of or has any debt or equity investment in, or any business relationship (other than the transaction contemplated
by the 2013 Security Trust) with, Parnell 2013 Bonds Pty Ltd, and the businesses and properties of each Loan Party are entirely
separate from and unrelated to the businesses and properties of Parnell 2013 Bonds Pty Ltd and its affiliates (other than transaction
contemplated by the 2013 Security Trust). Each Borrower and each other Loan Party maintains, and since its formation has maintained,
respective places of business and chief executive offices only at the locations set forth on Schedule 6.25B or, after
the Closing Date, as additionally disclosed to Agent and Lenders in writing, and all Collateral is located and shall be located,
and all books and records of each Borrower and each other Loan Party relating to or evidencing the Collateral are located and shall
be located, only in and at such locations (other than (i) Deposit Accounts, and (ii) Collateral in the possession of Agent, for
the benefit of Lenders). Schedule 8.14 lists all of each Loan Party’s Deposit Accounts as of the Closing Date.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


6.26         
Non-Subordination.


The Obligations are not subordinated in any
way to any other obligations of any Borrower or any other Loan Party or to the rights of any other Person.


6.27         
Broker’s or Finder’s Commissions.


Except as set forth in Schedule 6.27,
no broker’s, finder’s or placement fee or commission will be payable to any broker or agent engaged by any Loan Party
or any of its officers, directors or agents with respect to the Loan or the transactions contemplated by this Agreement except
for fees payable to Agent and Lenders. Each Borrower and each other Loan Party agrees to indemnify Agent and each Lender and hold
each harmless from and against any claim, demand or liability for broker’s, finder’s or placement fees or similar commissions,
whether or not payable by such Borrower or such other Loan Party, alleged to have been incurred in connection with such transactions,
other than any broker’s or finder’s fees payable to Persons engaged by Agent and/or Lenders without the knowledge of
the Loan Parties.


6.28         
Anti-Terrorism; OFAC.


(a)               
No Loan Party nor any Person controlling or controlled by a Loan Party, nor any Person having a beneficial interest
in a Loan Party, nor any Person for whom a Loan Party is acting as agent or nominee in connection with this transaction (1) is
a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224
of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
(66 Fed. Reg. 49079 (2001)), (2) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is
otherwise associated with any such Person in any manner violative of Section 2 of such executive order, or (3) is a Person on the
list of Specially Designated Nationals and Blocked Persons or is in violation of the limitations or prohibitions under any other
OFAC regulation or executive order.


(b)              
No part of the proceeds of the Loan will be used, directly or indirectly, for any payments to any governmental official
or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign
Corrupt Practices Act of 1977, as amended.


6.29         
Security Interest.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


Each of each Borrower and each Loan Party
has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority security
interest and Lien on the Collateral pursuant to this Agreement and the other Loan Documents, subject to the following sentence.
Upon the execution and delivery of this Agreement and the other Loan Documents, and upon the filing of the necessary financing
statements and/or appropriate filings and/or delivery of the necessary certificates evidencing an equity interest, control and/or
possession, as applicable, without any further action, Agent will have a good, valid and first priority perfected Lien and security
interest in the Collateral, for the benefit of Lenders. No Borrower or other Loan Party is a party to any agreement, document or
instrument that conflicts with this Section 6.29.


6.30         
Australian Loan Party representations.


Each Australian Loan Party represents and
warrants to the Agent and the Lenders:


(a)               
(Tax Consolidated Group) it is a member of a “consolidated group” as defined in Income Tax Assessment
Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth) of Australia (as applicable);


(b)              
(GST Group) it is a member of a “GST Group” as defined in A New Tax System (Goods and Services Tax)
Act 1999 (Cth) of Australia;


(c)               
(native title) it is not aware of any actual or potential native title claim in relation to any of its real property
located in Australia;


(d)              
(governing law and jurisdiction) the choice of law referred to in Section 11.16 as the governing law of the Loan
Documents will be recognized and enforced in New South Wales, Australia, and any judgment obtained against it in any jurisdiction
referred to in Section 11 in relation to a Loan Document will be recognized and enforced in New South Wales, Australia; and


(e)               
The center of management and control of each of the Australian Loan Parties is not located in or taken for the purposes
of the relevant stamp duty laws to be located in Queensland or South Australia. 


6.31         
Immaterial Subsidiaries.


Each Terminating Entity is a dormant entity
that does not hold any assets or property (except, in the case of Parnell Laboratories (Aust) Pty Ltd, the Equity Interests of
Parnell Group Pty Ltd), does not conduct any business and does not have any obligations or liabilities. Parnell Laboratories (Aust)
Pty Ltd is subject to administration under the Corporations Act, and Borrowers intent to promptly cause Parnell Group Pty Ltd to
be subject to administration under the Corporations Act.


6.32         
Survival.


Each Borrower and each other Loan Party hereby
make the representations and warranties contained herein with the knowledge and intention that Agent and Lenders are relying and
will rely thereon. All such representations and warranties will survive the execution and delivery of this Agreement, the closing
of the transactions contemplated hereby and the making of the Loan, and each representation and warranty in this Section 6
shall be deemed to be remade by the Loan Parties (with respect to the facts and circumstances existing at such time) on each date
on which any of the Obligations are paid to Agent or any Lender and on each date on which any information is supplied to Agent
or any Lender pursuant to Section 7.1.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


SECTION
7        Affirmative Covenants.


Until all Obligations have been Paid in Full,
each Loan Party agrees that, unless Agent and Lenders have expressly agreed otherwise in accordance with Section 11.1, such
Loan Party shall:


7.1             
Information.


Furnish to Agent (which shall furnish to each
Lender):


7.1.1       
Annual Reports.


(a)               
Promptly when available and in any event within 120 days after the close of each Fiscal Year: (i) audited financial
statements of Parent and its Subsidiaries for such Fiscal Year, including therein a consolidated and consolidating balance sheet
and consolidated and consolidating statements of earnings and cash flows of Parent and its Subsidiaries, as at the end of and for
such Fiscal Year, which such financial statements shall be prepared, without any material qualifications (except for qualifications
relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by Parent’s
independent certified public accountants), by an independent certified public accounting firm acceptable to Agent in its reasonable
discretion and accompanied by related management side letters, if any, and otherwise in form and substance reasonably acceptable
to Agent, and which shall be prepared in accordance with GAAP and shall present fairly in all material respects the consolidated
financial condition of Parent and its Subsidiaries as at such dates and the results of its operations for the periods then ended;
and (ii) a comparison of actual results for such Fiscal Year with the budget for such Fiscal Year, in the case of each of the items
in clauses (i) and (ii), certified by the chief financial officer or another executive officer of Parent.


7.1.2       
Interim Reports.


(a)               
Promptly when available and in any event within 45 days after the end of each Fiscal Quarter, (i) unaudited financial
statements of Parent and its Subsidiaries for such Fiscal Quarter, including therein consolidated and consolidating balance sheets
of Parent and its Subsidiaries as of the end of such Fiscal Quarter, together with consolidated and consolidating statements of
earnings and cash flows for such Fiscal Quarter and for the period beginning with the first day of such Fiscal Year and ending
on the last day of such Fiscal Quarter, which financial statements shall be prepared in accordance with GAAP (subject to the absence
of footnotes and to normal year-end adjustments) and shall present fairly in all material respects the consolidated financial condition
of Parent and its Subsidiaries as at such dates and the results of its operations for the periods then ended; and (ii) a comparison
with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal
Year, in the case of each of the items in clauses (i) and (ii), certified by the chief financial officer or another executive officer
of Parent;


(b)              
Promptly when available and in any event within 30 days after the end of each month that is not the end of a Fiscal
Quarter, (i) unaudited financial statements of Parent and its Subsidiaries for such Fiscal Quarter, including therein consolidated
and consolidating balance sheets of Parent and its Subsidiaries as of the end of such month, together with consolidated and consolidating
statements of earnings and cash flows for such month and for the period beginning with the first day of such Fiscal Year and ending
on the last day of such month, which financial statements shall be prepared in accordance with GAAP (subject to the absence of
footnotes and to normal year-end adjustments) and shall present fairly in all material respects the consolidated financial condition
of Parent and its Subsidiaries as at such dates and the results of its operations for the periods then ended; and (ii) a comparison
with the corresponding period of the previous Fiscal Year and a comparison with the budget for such period of the current Fiscal
Year, in the case of each of the items in clauses (i) and (ii), certified by the chief financial officer or other executive officer
of Parent;



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(c)               
Together with the delivery of financial statements provided for in Sections 7.1.2(a) and (b), (i) a
written statement of Parent’s management setting forth a discussion of Parent’s and its Subsidiaries’ financial
condition, changes in financial condition and results of operations and (ii) updates to Schedules 6.18(a) and (b)
setting forth any changes to the disclosures set forth in such schedules as most recently provided to Agent, or, as applicable,
a written statement of Parent’s management stating that there have been no changes to such disclosures as most recently provided
to Agent; and


(d)              
If requested by Agent, Borrower and such other Loan Parties as Agent may request shall be available, in person or
via teleconference, as and when requested by Agent for periodic review meeting regarding the status of Loan Parties, the Collateral
and performance of the same.


7.1.3       
Royalty Reconciliation. Together with the quarterly (or, in the case of the last Fiscal Quarter of Parent’s
and its Subsidiaries’ Fiscal Year, annual) financial statements made available to Agent and Lenders pursuant to Section
7.1.1 and Section 7.1.2, as applicable, a report, in form acceptable to Agent in its sole discretion, reconciling the Aggregate
Revenue reported by the Loan Parties to Agent pursuant to Section 2.9.1(c) for the most recently ended Fiscal Quarter to Aggregate
Revenue actually received by Parent and its Subsidiaries for such Fiscal Quarter.


7.1.4       
Compliance Certificate.


(a)               
Contemporaneously with the furnishing of a copy of each annual financial statement pursuant to Section 7.1.1
and each set of quarterly statements pursuant to Section 7.1.2(a), a duly completed Compliance Certificate, with appropriate
insertions, dated the date of delivery and corresponding to such annual financial statements or such quarterly statements, and
signed by the chief financial officer (or other executive officer) of Parent and Borrower, containing (a) a computation showing
compliance with Section 8.13 (including, without limitation, a computation of the Employee Priority Liabilities as of the
last day of each calendar month in the period covered by such Compliance Certificate) and (b) statement to the effect that such
officer has not become aware of any Event of Default or Default that exists or, if there is any such event, describing it and the
steps, if any, being taken to cure it.


(b)              
Contemporaneously with the furnishing of a copy of each monthly financial statement pursuant to Section 7.1.2(b),
a Compliance Certificate, with appropriate insertions, dated the date of delivery and corresponding to such monthly financial statements,
and signed by the chief financial officer (or other executive officer) of each Borrower, containing a computation showing compliance
with Section 8.13 as of the last day of such calendar month.


7.1.5       
Reports to Governmental Authorities and Shareholders. (a) Promptly upon the filing or sending thereof, copies
of all regular, periodic or special inspection reports relating to any Loan Party’s manufacturing facilities (including,
without limitation, any FDA Form 483 reports), and (b) promptly following Agent’s request, copies of (i) all other
regular, periodic or special reports of each Loan Party filed with any Governmental Authority, (ii) all registration statements
(or such equivalent documents of each Loan Party filed with any Governmental Authority) and (iii) all proxy statements or other
communications made to the holders of any Loan Party’s Equity Interests generally.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


7.1.6       
Notice of Default; Litigation; ERISA Matters. Promptly upon becoming aware of any of the following, written
notice describing the same and the steps being taken by the Loan Parties with respect thereto:


(a)               
the occurrence of an Event of Default or a Default;


(b)              
any litigation, arbitration or governmental investigation or proceeding not previously disclosed by the Loan Parties
to Agent which has been instituted or, to the knowledge of any Loan Party, is threatened in writing against any Borrower or any
other Loan Party or to which any of the properties of any thereof is subject, which in any case would reasonably be expected to
have a Material Adverse Effect;


(c)               
the institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan,
or the failure of any member of the Controlled Group to make a required contribution to any Pension Plan (if such failure is sufficient
to give rise to a Lien under Section 302(f) of ERISA) or to any Multiemployer Pension Plan, or the taking of any action with respect
to a Pension Plan which could result in the requirement that any Borrower or any other Loan Party furnish a bond or other security
to the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan
which could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including
any claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), or any material increase
in the contingent liability of any Borrower or any other Loan Party with respect to any post-retirement welfare plan benefit, or
any notice that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction
in plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required
under Section 412 of the IRC, that any such plan is or may be terminated, or that any such plan is or may become insolvent, in
each case where such event would reasonably be expected to result in liabilities that exceed $500,000;


(d)              
any cancellation or material adverse change in any insurance maintained by any Borrower or any other Loan Party;


(e)               
any other event (including (i) any violation of any law, including any Environmental Law or the assertion of
any Environmental Claim or (ii) the enactment or effectiveness of any law, rule or regulation) which could reasonably be expected
to have a Material Adverse Effect;


(f)               
to the extent that it would reasonably be expected to result in a Material Adverse Effect (i) any suspension, revocation,
cancellation or withdrawal of an Authorization required for any Borrower or any other Loan Party, is threatened or there is any
basis for believing that such Authorization will not be renewable upon expiration or will be suspended, revoked, cancelled or withdrawn,
(ii) any Borrower or any other Loan Party enters into any consent decree or order pursuant to any FDA Law and Regulation, or becomes
a party to any judgment, decree or judicial or administrative order pursuant to any FDA Law and Regulation, (iii) receipt of any
written notice or other written communication from the FDA alleging non-compliance with any applicable FDA Law and Regulation,
(iv) the occurrence of any violation of any FDA Law and Regulation by any Borrower or any of the other Loan Parties in the product
development efforts, submissions, production, record keeping and reports to FDA that could reasonably be expected to require or
lead to an investigation, corrective action or enforcement, regulatory or administrative action, (v) the occurrence of any civil
or criminal proceedings relating to any Borrower or any of the other Loan Parties or any of their respective employees, which involve
a matter within or related to the FDA’s jurisdiction, (vi) any officer, employee or agent of any Borrower or any of the other
Loan Parties is convicted of any crime or has engaged in any conduct for which debarment is mandated or permitted by 21 U.S.C.
§ 335a, or (vii) any officer, employee or agent of any Borrower or any of the other Loan Parties is been convicted of any
crime or engaged in any conduct for which such Person could be excluded from participating in the federal health care programs
under Section 1128 of the Social Security Act or any similar law or regulation;



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(g)               
any proposal by a Governmental Authority to compulsorily acquire or resume any of its assets;


(h)              
the creation or existence of any purchase money security interests (as defined in the PPSA) or any security interest
perfected by control for the purposes of the PPS Law in any of its assets.


7.1.7       
Management Report. Promptly upon receipt thereof, copies of all detailed financial and management reports
submitted to any Borrower or any other Loan Party by independent auditors in connection with each annual or interim audit made
by such auditors of the books of such Borrower or other Loan Party.


7.1.8       
Projections. As soon as practicable, and in any event not later than the date that is 30 days following the
commencement of each Fiscal Year, financial projections on a monthly basis of revenues and EBITDA for Parent and its Subsidiaries
for such Fiscal Year prepared in a manner consistent with the projections delivered by the Loan Parties to Agent prior to the
Closing Date or otherwise in a manner reasonably satisfactory to Agent, accompanied by a certificate of a chief financial officer
(or other executive officer) of Parent on behalf of the Loan Parties to the effect that (a) such projections were prepared
by them in good faith, (b) Parent believes that it has a reasonable basis for the assumptions contained in such projections and
(c) such projections have been prepared in accordance with such assumptions.


7.1.9       
Updated Schedules to Collateral Agreement. Contemporaneously with the furnishing of each annual audit report
pursuant to Section 7.1.1, updated versions of the Schedules to the Collateral Agreement showing information as of the date of
such audit report (it being agreed and understood that this requirement shall be in addition to the notice and delivery requirements
set forth in the Collateral Agreement).


7.1.10   
Other Information.


(a)               
Promptly, upon receipt by any Loan party, copies of any reports, statements or prepared, written materials (other
than routine communications (electronic or otherwise) between such Loan Party or its Affiliates and such entities that are not
material in nature) in relation to any Material Contract shall be delivered to Agent. Without limiting the foregoing, the Loan
Parties shall promptly notify Agent upon the express assignment by Parnell Laboratories (Aust) Pty Ltd of its rights under the
New Zealand Warehouse Agreement to a Loan Party, or upon a Loan Party otherwise formally becoming a party to or acquiring rights
under the New Zealand Warehouse Agreement.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(b)              
Promptly from time to time, such other information concerning any Borrower and any other Loan Party as Agent may
reasonably request.


(c)               
Promptly, upon receipt by any Loan Party, copies of all material communication as well as other material documents
received by Loan Parties from the FDA, CMS, DEA, or any other Governmental Authority (including, without limitation, the Securities
and Exchange Commission).


(d)              
If available, copies of and/or a detailed summary of any material information presented to Parent’s board of
directors and/or equity holders during such fiscal quarter, as well as a summary of any material actions (including actions taken
at a meeting or by written consent) of Parent’s board of directors and/or equity holders during such fiscal quarter (provided
that Parent reserve the right to withhold any information if Parent reasonably determine that access to such information by Agent
and/or Lenders could adversely affect the attorney-client privilege between Parent and its counsel or present a conflict of interest
with respect to Agent and/or such Lender) (it being understood that materials provided to directors for purposes of presentation
or discussion at a meeting of Parent’s board of directors and are not otherwise subject to a formal action of the board of
directors may be excluded).


7.1.11   
Financial Disclosures.


Each Loan Party hereby irrevocably authorizes
and directs all accountants and auditors employed by such Loan at any time during the term of this Agreement to exhibit and deliver
to Agent and each Lender copies of any of such Loan Party’s financial statements, trial balances or other accounting records
of any sort in the accountant’s or auditor’s possession, and to disclose to Agent and each Lender any information such
accountants may have concerning such Loan Party’s financial status and business operations.


7.2             
Books; Records; Inspections.


Keep, and cause each other Loan Party to keep,
its books and records in accordance with sound business practices sufficient to allow the preparation of financial statements in
accordance with GAAP; permit, and cause each other Loan Party to permit, Agent (accompanied by any Lender) or any representative
thereof to inspect the properties and operations of any Borrower or any other Loan Party; and permit, and cause each other Loan
Party to permit, at any reasonable time and with reasonable notice (or at any time without notice if an Event of Default has occurred
and is continuing), Agent (accompanied by any Lender) or any representative thereof to visit any or all of its offices, to discuss
its financial matters with its officers and its independent auditors (and each Loan Party hereby authorizes such independent auditors
to discuss such financial matters with any Lender or Agent or any representative thereof), and to examine (and, at the expense
of the Loan Parties, photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to
permit, Agent and its representatives to inspect the Collateral and other tangible assets of each Borrower and each other Loan
Party, to perform appraisals of the equipment of each Borrower and each other Loan Party, and to inspect, audit, check and make
copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts, correspondence and
other data relating to any Collateral.


7.3             
Conduct of Business; Maintenance of Property; Insurance.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(a)               
(i) Conduct its business in accordance with its current business practices, (ii) engage principally in the same or
similar lines of business substantially as heretofore conducted, (iii) collect the Royalties in the ordinary course of business,
(iv) maintain all of its Collateral used or useful in its business in good repair, working order and condition (normal wear and
tear excepted and except as may be disposed of in the ordinary course of business and in accordance with the terms of the Loan
Documents), (v) from time to time to make all necessary repairs, renewals and replacements to in relation to the Collateral; (vi)
maintain and keep in full force and effect its existence and all material Permits and qualifications to do business and good standing
in its jurisdiction of formation and each other jurisdiction in which the ownership or lease of property or the nature of its business
makes such Permits or qualification necessary and in which failure to maintain such Permits or qualification could reasonably be
expected to be, have or result in a Material Adverse Effect; (vii) remain in good standing and maintain operations in all jurisdictions
in which it is currently located, except where the failure to remain in good standing or maintain operations would not reasonably
be expected to be, have or result in a Material Adverse Effect, and (viii) maintain, comply with and keep in full force and effect
its existence and all Intellectual Property and Permits necessary to conduct its business, except in each case where the failure
to maintain, comply with or keep in full force and effect could not reasonably be expected to be, have or result in a Material
Adverse Effect.


(b)              
Keep, and cause each other Loan Party to keep, all property necessary in the business of any Borrower or any other
Loan Party in good working order and condition, ordinary wear and tear excepted, except as may be disposed of in accordance with
the terms of the Loan Documents.


(c)               
Maintain, and cause each other Loan Party to maintain, with responsible insurance companies, such insurance coverage
as shall be required by all laws, governmental regulations and court decrees and orders applicable to it and such other insurance,
to such extent and against such hazards and liabilities, as is customarily maintained by companies similarly situated; provided
that in any event, such insurance shall, unless the Agent otherwise agrees, insure against all risks and liabilities of the type
insured against as of the Closing Date and shall have insured amounts no less than, those amounts provided for as of the Closing
Date. Upon request of Agent or any Lender, the Loan Parties shall furnish to Agent or such Lender a certificate setting forth in
reasonable detail the nature and extent of all insurance maintained by each Borrower and each other Loan Party. Each Loan Party
shall cause each issuer of an insurance policy to provide Agent with an endorsement (i) showing Agent as a loss payee with
respect to each policy of property or casualty insurance and naming Agent as an additional insured with respect to each policy
of liability insurance, (ii) providing that the insurance carrier will endeavor to give at least 30 days’ prior
written notice to such Loan Party and Agent (or 10 days’ prior written notice in the event of nonpayment of premiums)
before the termination or cancellation of the policy prior to the expiration thereof and (iii) reasonably acceptable in all
other respects to Agent. Each Loan Party shall execute and deliver, and cause each other applicable Loan Party to execute and deliver,
to Agent a collateral assignment, in form and substance reasonably satisfactory to Agent, of each business interruption insurance
policy maintained by any Loan Party.


(d)              
Unless the Loan Parties provide Agent with evidence of the continuing insurance coverage required by this Agreement,
Agent may purchase insurance at the Loan Parties’ expense to protect Agent’s and Lenders’ interests in the Collateral.
This insurance may, but need not, protect each Borrower’s and each other Loan Party’s interests. The coverage that
Agent purchases may, but need not, pay any claim that is made against any Borrower or any other Loan Party in connection with the
Collateral. The Loan Parties may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that
the Loan Parties have obtained the insurance coverage required by this Agreement. If Agent purchases insurance for the Collateral,
as set forth above, each Loan Party will be responsible for the costs of that insurance, including interest and any other charges
that may be imposed with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance
and the costs of the insurance may be added to the principal amount of the Loan owing hereunder.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


7.4             
Compliance with Laws; Payment of Taxes and Liabilities.


(a)               
Comply, and cause each other Loan Party to comply, in all material respects with all applicable laws, rules, regulations,
decrees, orders, judgments, licenses and Permits, except where failure to comply would not reasonably be expected to have a Material
Adverse Effect; (b) without limiting clause (a) above, ensure, and cause each other Loan Party to ensure, that no person who
Controls a Loan Party is (i) listed on the Specially Designated Nationals and Blocked Person List maintained by OFAC, and/or
any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a Person
designated under Section 1(b), (c) or (d) or Executive Order No. 13224 (September 23, 2001), any related enabling legislation or
any other similar Executive Orders; (c) without limiting clause (a) above, comply and cause each other Loan Party to comply,
with all applicable Bank Secrecy Act and anti-money laundering laws and regulations, (d) file, or cause to be filed, all federal,
state, foreign and other tax returns and reports required by law to be filed by any Loan Party, and (e) pay, and cause each
other Loan Party to pay, prior to delinquency, all federal and other taxes and other material governmental charges against it or
any of its property, as well as material claims of any kind which, if unpaid, could become a Lien (other than a Permitted Lien)
on any of its property; provided that the foregoing shall not require any Borrower or any other Loan Party to pay any such
tax, charge or claim so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside
on its books adequate reserves with respect thereto in accordance with GAAP. For purposes of this Section 7.4, “Control”
shall mean, when used with respect to any Person, (x) the direct or indirect beneficial ownership of fifty-one percent (51%) or
more of the outstanding Equity Interests of such Person or (y) the power to direct or cause the direction of the management and
policies of such Person, whether by contract or otherwise.


7.5             
Maintenance of Existence.


Maintain and preserve, and (subject to Section 8.4)
cause each other Loan Party to maintain and preserve, (a) its existence, registration and good standing in the jurisdiction
of its organization and (b) its qualification to do business and good standing in each jurisdiction where the nature of its
business makes such qualification necessary, other than, in the case of clause (b), any such jurisdiction where the failure to
be qualified or in good standing would not reasonably be expected to have a Material Adverse Effect.


7.6             
Employee Benefit Plans.


Except to the extent that failure to do so
would not be reasonably expected to result in (a) a Material Adverse Effect or (b) liability in excess of $500,000 of any Loan
Party, maintain, and cause each other Loan Party to maintain, each Pension Plan in substantial compliance with all applicable requirements
of law and regulations.


7.7             
Environmental Matters.


Maintain procedures to monitor its compliance
with Environmental Laws and, except to the extent the failure to do so would not be reasonably expected to result in a Material
Adverse Effect, if any release or disposal of Hazardous Substances shall occur or shall have occurred on any real property or any
other assets of any Borrower or any other Loan Party, cause, or direct the applicable Loan Party to cause, the prompt containment
and removal of such Hazardous Substances and the remediation of such real property or other assets as is necessary to comply in
all material respects with all Environmental Laws and to preserve the value of such real property or other assets. Without limiting
the generality of the foregoing, except to the extent the failure to do so would not be reasonably expected to result in a Material
Adverse Effect, each Loan Party shall, and shall cause each other Loan Party to, comply with each valid foreign, Federal or state
judicial or administrative order requiring the performance at any real property by any Borrower or any other Loan Party of activities
in response to the release or threatened release of a Hazardous Substance.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


7.8             
Collateral Access Agreements; Further Assurances.


(a)               
Upon Agent’s request, deliver or cause to be delivered to Agent a Collateral Access Agreement with respect
to (i) any location leased or owned by any Loan Party or any of their Subsidiaries or at which any Collateral or books or records
relating to Collateral are located, in each case, within the Commonwealth of Australia or the United States of America, and (ii)
if the fair market value of the Collateral located at such location equals or exceeds $500,000, or if a Default or Event of Default
has occurred and is continuing, any location leased or owned by any Loan Party or any of their Subsidiaries or at which any Collateral
or books or records relating to Collateral are located, in each case, outside of the Commonwealth of Australia and the United States
of America.


(b)              
Take, and cause each other Loan Party to take, such actions as are necessary or as Agent or the Required Lenders
may reasonably request from time to time to ensure that the Obligations of each Borrower and each other Loan Party under the Loan
Documents are secured by a first priority, perfected Lien in favor of Agent on all of the assets of each Borrower and each other
Loan Party (including, without limitation, on all Equity Interests owned by each Loan Party, and, promptly upon the acquisition
or creation thereof, on all assets of any Subsidiary of any Loan Party acquired or created after the Closing Date) and guaranteed
by all of the Subsidiaries of each Loan Party, other than the Terminating Entities (including, promptly upon the acquisition or
creation thereof, any Subsidiary of any Loan Party acquired or created after the Closing Date), in each case including (i) the
execution and delivery of guaranties, security agreements, pledge agreements, mortgages, deeds of trust, financing statements and
other documents, and the filing or recording of any of the foregoing (including any of the foregoing necessary to create or perfect
a lien or security interest (as defined in the PPSA) under the laws of any jurisdiction in which any Loan Party is organized or
formed or any Collateral is located), and (ii) the delivery of certificated securities (if any) and other Collateral with
respect to which perfection is obtained by possession.


7.9             
Compliance with Health Care Laws.


(a)               
Without limiting or qualifying Section 7.4 or any other provision of this Agreement, each Loan Party will
comply, and will cause each other Loan Party to comply, in all material respects with all applicable Health Care Laws relating
to the operation of such Person’s business, except where failure to comply would not reasonably be expected to have a Material
Adverse Effect.


(b)              
Each Loan Party will maintain, and will cause each other Loan Party to maintain, all records required to be maintained
by any Governmental Authority or otherwise under the Health Care Law.


(c)               
Each Loan Party will, and will cause each other Loan Party to:



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(i)                
Keep in full force and effect all Authorizations required to operate such Person’s business under applicable
Health Care Laws (including, without limitation, the FDA Authorization) and maintain any other qualifications necessary to conduct,
arrange for, administer, provide services in connection with or receive payment for, any clinical research services, except to
the extent such failure to keep in full force and effect or maintain would not reasonably be expected to have a Material Adverse
Effect.


(ii)              
Promptly furnish or cause to be furnished to the Agent, with respect to matters that could reasonably be expected
to have a Material Adverse Effect, (w) copies of all material reports of investigational/inspectional observations issued to and
received by the Loan Parties or any of their Subsidiaries, and issued by any Governmental Authority relating to such Person’s
business, (x) copies of all material establishment investigation/inspection reports (including, but not limited to, FDA Form 483’s)
issued to and received by Loan Parties or any of their Subsidiaries and issued by any Governmental Authority, (y) copies of all
material warnings and material untitled letters as well as other material documents received by Loan Parties or any of their Subsidiaries
from the FDA, CMS, DEA, or any other Governmental Authority relating to or arising out of the conduct applicable to the business
of the Loan Parties or any of their Subsidiaries that asserts past or ongoing non-compliance with any Health Care Law or any other
applicable foreign, federal, state or local law or regulation of similar import and (z) notice of any material investigation or
material audit or similar proceeding by the FDA, DEA, CMS, or any other Governmental Authority.


(iii)            
Promptly furnish or cause to be furnished to the Agent, with respect to matters that would reasonably be expected
to have a Material Adverse Effect, (in such form as may be reasonably required by Agent) copies of all non-privileged, reports,
correspondence, pleadings and other communications relating to any matter that could lead to the loss, revocation or suspension
(or threatened loss, revocation or suspension) of any material Authorization or of any material qualification of any Loan Party
or Subsidiary, provided, that any internal reports to a Person’s compliance “hot line” which are promptly investigated
and determined to be without merit need not be reported.


(iv)            
Promptly furnish or cause to be furnished to the Agent notice of all material fines or penalties imposed by any Governmental
Authority under any Health Care Law against any Loan Party or any of its Subsidiaries.


(v)              
Promptly furnish or cause to be furnished to the Agent notice of all material allegations by any Governmental Authority
(or any agent thereof) of fraudulent activities of any Loan Party or any of its Subsidiaries in relation to the provision of clinical
research or related services.


Notwithstanding anything to the contrary in any Loan Document,
no Loan Party or any of its Subsidiaries shall be required to furnish to Agent or any Lender patient-related or other information,
the disclosure of which to Agent or such Lender is prohibited by any applicable law.


7.10         
Cure of Violations. If there shall occur any breach of Section 7.9, each Loan Party shall take such
commercially reasonable action as is necessary to validly challenge or otherwise appropriately respond to such fact, event or
circumstance within any timeframe required by applicable Health Care Laws, and shall thereafter diligently pursue the same.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


7.11         
Tax Sharing Agreements. At Agent’s request, (a) the Loan Parties that are members of a “consolidated
group” (as defined in Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997
(Cth) of Australia (as applicable)) shall enter into a valid and binding tax sharing agreement and/or tax funding agreement, and
(b) the Loan Parties that are members of a “GST Group” (as defined in A New Tax System (Goods and Services Tax)
Act 1999 (Cth) of Australia) shall enter into a valid and binding indirect tax sharing agreement, in each case, in form
and substance reasonably satisfactory to Agent and copies of which shall be provided to Agent upon request.


7.12         
Payment of Debt.


Except as otherwise prescribed in the Loan
Documents, each Loan Party shall pay, discharge or otherwise satisfy when due and payable (subject to applicable grace periods
and, in the case of trade payables, to ordinary course of payment practices) all of its obligations and liabilities, except when
the amount or validity thereof is being contested in good faith by appropriate proceedings and appropriate reserves shall have
been made in accordance with GAAP consistently applied.


7.13         
Covenants Relating to Terminating Entities.


(a)               
[Reserved]


(b)              
In addition to, and without limitation of, the other provisions of this Agreement and the other Loan Documents, each
Loan Party agrees that such Loan Party shall comply with the following covenants with respect to each Terminating Entity at all
times during the term of this Agreement:


(i)        
such Loan Party shall not permit such Terminating Entity to, and shall cause such Terminating Entity not to, at any
time (A) own any assets or property (except, in the case of Parnell Laboratories (Aust) Pty Ltd, the Equity Interests of Parnell
Group Pty Ltd); (B) engage in any business or activity; or (C) create or acquire any subsidiary or make or own any loan
or investment in any Person (except, in the case of Parnell Laboratories (Aust) Pty Ltd, the Equity Interests of Parnell Group
Pty Ltd);


(ii)      
such Loan Party shall not, and not permit any Loan Party or its Subsidiaries to (A) make any loan or advance to,
or investment in, such Terminating Entity; or (B) have any direct or indirect obligation to maintain or preserve the financial
condition of such Terminating Entity or to cause such Terminating Entity to achieve any specified level of operating results;


(iii)    
such Loan Party shall cause such Terminating Entity to (A) maintain its books and records and its accounts separate
from those of each Loan Party and to maintain its financial and other books and records showing its assets and liabilities separate
and apart from those of the Loan Parties; (B) observe all corporate and other formalities required by its organizational documents
and applicable law; (C) conduct its businesses in its own name and (D) generally hold itself as an entity separate from the Loan
Parties;


(iv)    
such Loan Party shall not permit Parnell Laboratories (Aust) Pty Ltd to, and shall cause Parnell Laboratories (Aust)
Pty Ltd not to, come out of administration under the Corporations Act for any reason other than for the liquidation of Parnell
Laboratories (Aust) Pty Ltd;



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(v)     
such Loan Party shall cause Parnell Group Pty Ltd to lodge an application to deregister or otherwise enter administration
under the Corporations Act promptly following the Closing Date, such Loan Party shall, thereafter, not permit Parnell Group Pty
Ltd to, and shall cause Parnell Group Pty Ltd not to, come out of administration under the Corporations Act for any reason other
than for the deregistration or liquidation of Parnell Group Pty Ltd;


(vi)    
such Loan Party shall not permit Parnell Laboratories (Aust) Pty Ltd or Parnell Group Pty Ltd to, and shall cause
Parnell Laboratories (Aust) Pty Ltd and Parnell Group Pty Ltd not to, engage in activities that would result in income tax liability
under the Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth) of Australia
(as applicable), or GST liability under A New Tax System (Goods and Services Tax) Act 1999 (Cth) of Australia; and


(vii)  
such Loan Party shall cause the winding-up, liquidation and termination of each Terminating Entities (A) on or before
March 31, 2017 and (ii) solely in a manner resulting in the assets of each such Terminating Entities, if any, being transferred
to Loan Parties upon such liquidation and termination; provided, however, that in the event that Loan Parties elect
not to so liquidate any such Terminating Entity, Loan Parties shall deliver to Agent, on or before March 31, 2017, such amendments,
assumption and joinder documents and other Loan Documents as Agent may request to cause any such surviving Terminating Party to
join the Loan Documents as a Guarantor in all respects as if such entity were an original party to the Loan Documents.


SECTION
8        Negative Covenants.


Until all Obligations have been Paid in Full,
each Loan Party agrees that, unless Agent and Lenders have expressly agreed otherwise in accordance with Section 11.1, such
Loan Party shall:


8.1             
Debt.


Not, and not permit any other Loan Party to,
create, incur, assume or suffer to exist any Debt, except:


(a)               
Obligations under this Agreement and the other Loan Documents;


(b)              
Debt secured by Liens permitted by Section 8.2(b) or Section 8.2(e);


(c)               
(i) Debt arising under Capital Leases of equipment, (ii) purchase money Debt incurred for the purpose of financing
all or any part of the cost of acquiring or improving equipment; provided that such Debt does not exceed the fair market
value of the equipment so acquired or of the improvements so financed, (iii) obligations to pay all or part of the purchase price
of property purchased in the ordinary course of business, provided that the purchase price is paid within 90 days of supply
(or such longer period for payment without interest accruing agreed between the supplier and the purchaser) and (iv) extensions,
renewals and refinancings of Debt described in clauses (i), (ii) and (iii), provided that the aggregate amount of all such
Debt permitted under this Section 8.1(c) at any time outstanding shall not exceed $2,000,000. As of the Closing Date, all
Debt of the Loan Parties of the type permitted by this Section 8.1(c) is set forth in item 1 of Schedule 8.1;



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(d)              
Debt with respect to any Hedging Obligation consisting of a currency swap arrangement incurred in the ordinary course
of business consistent with past practice;


(e)               
Debt (i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual
property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition
of any business or assets permitted by this Agreement, (ii) representing deferred compensation to employees of any Loan Party incurred
in the ordinary course of business and (iii) representing customer deposits and advance payments received in the ordinary course
of business from customers for goods purchased in the ordinary course of business;


(f)               
Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements,
netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business;


(g)               
(g)(A) Debt arising under the 2013 Bonds, so long as such Debt is (1) in an aggregate principal amount not to
exceed $AUD2,886.923.00 at any time and (2) subject to the provisions of the Deed of Priority and (B) subject to the restrictions
set forth in Section 8.12, obligations under the Revenue Sharing Deed; and


(h)              
Debt existing as of the Closing Date and described on Schedule 8.1, and any extension, renewal or refinancing
thereof so long as the principal amount thereof is not increased, neither the final maturity nor the weighted average life to maturity
of such Debt is decreased, if such Debt is subordinated to the Obligations, such Debt remains so subordinated to the Obligations
on terms no less favorable to Agent and Lenders, and the original obligors in respect of such Debt remain the only obligors thereon.


8.2             
Liens.


Not, and not permit any other Loan Party to,
create or permit or suffer to exist any Lien on any of its real or personal properties, assets or rights of whatsoever nature (whether
now owned or hereafter acquired) or attempt or agree to do so, except:


(a)               
Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or
being diligently contested in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves
in accordance with GAAP and with respect to which no execution or other enforcement has occurred;


(b)              
Liens (i) of carriers, warehousemen, mechanics, landlords and materialmen and other similar Liens imposed by
law, and (ii) incurred in connection with worker’s compensation, unemployment compensation and other types of social security
or in connection with surety bonds, bids, tenders, performance bonds, trade contracts, licenses, statutory obligations and similar
obligations, in the case of each of clauses (i) and (ii), solely to the extent (x) arising in the ordinary course of business,
(y) not securing Debt for borrowed money or the deferred purchase price of property or services, and (z) securing sums that are
not overdue or that are being diligently contested in good faith by appropriate proceedings and for which the Loan Parties maintain
adequate reserves in accordance with GAAP and with respect to which no execution or other enforcement has occurred;



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(c)               
[Reserved];


(d)              
(i) Liens securing Capital Leases of equipment, to the extent the Debt arising under such Capital Lease is permitted
by Section 8.1(c) and such Lien attaches only to the property being leased, (ii) Liens securing purchase money Debt permitted
by Section 8.1(c), provided that any such Lien attaches to the property acquired or improved within 90 days
of such acquisition or improvement and attaches solely to the property so acquired or improved, (iii) a security interest in personal
property in favor of a seller of such personal property to a Loan Party, to the extent that it secures the obligation to pay all
or part of the purchase price of that property, so long as such property is purchased in the ordinary course of the Loan Party’s
business, the purchase price is paid within 90 days of supply (or such longer period for payment without interest accruing agreed
between the supplier and the purchaser) and the security interest attaches solely to the property so acquired and (iv) the replacement,
extension or renewal of a Lien permitted by one of the foregoing clauses (i), (ii) or (iii) in the same property subject thereto
arising out of the extension, renewal or replacement of the Debt secured thereby to the extent permitted by Section 8.1(c).
As of the Closing Date, any Lien of the type permitted by this Section 8.2(d) that encumbers any of the Loan Parties’
assets is set forth on Schedule 8.2;


(e)               
Liens relating to litigation bonds and attachments, appeal bonds, judgments and other similar Liens arising in the
ordinary course of business in connection with any judgment or award that is not an Event of Default hereunder;


(f)               
With respect to real property interests, easements, rights of way, restrictions, minor defects or irregularities
in title and other similar Liens not interfering in any material respect with the ordinary conduct of the business of any Loan
Party;


(g)               
Liens arising under the Loan Documents;


(h)              
any interest or title of a licensor, sublicensor, lessor or sublessor under any license, lease, sublicense or sublease
agreement permitted by this Agreement, to the extent limited to the item licensed or leased;


(i)                
(i) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course
of collection and (ii) customary set off rights of deposit banks with respect to deposit accounts maintained at such deposit banks
or which are contained in standard agreements for the opening of an account with a bank;


(j)                
Liens arising from precautionary filings of financing statements under the Uniform Commercial Code or similar legislation
of any applicable jurisdiction in respect of operating leases permitted hereunder and entered into by a Loan Party in the ordinary
course of business;


(k)              
in respect of an Australian Loan Party, a deemed security interest under section 12(3) of the PPSA which does not
secure payment or performance of an obligation;


(l)                
Liens incurred with respect to any Hedging Obligation consisting of a currency swap arrangement incurred in the ordinary
course of business consistent with past practice;


(m)            
Liens securing the 2013 Bonds, so long as such Debt is (i) in an aggregate principal amount not to exceed $AUD2,886.923.00
at any time and (ii) subject to the provisions of the Deed of Priority; and



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED
HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(n)              
Liens to secure obligations of a Loan Party to another Loan Party.


8.3             
Dividends; Redemption of Equity Interests.


Not (a) declare, pay or make any dividend
or distribution or other amount of money or assets (whether as fees, profits or interest or by way of a redemption repayment or
return of capital) in respect of any Equity Interests or other securities or ownership interests, (b) apply any of its funds,
property or assets to the acquisition, redemption or other retirement of any Equity Interests or other securities or interests
or of any options to purchase or acquire any of the foregoing, (c) otherwise make any payments, dividends or distributions
to any member, manager, managing member, stockholder, director or other equity owner in such Person’s capacity as such, or
(d) make any payment of any management, service or related or similar fee to any Affiliate or holder of Equity Interests of
any Loan Party.


8.4             
Mergers; Consolidations; Asset Sales.


(a)               
Not, and not permit any other Loan Party to, be a party to any merger or consolidation, unless agreed to by Agent
in its sole discretion.


(b)              
Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets, or sell
or assign with or without recourse any receivables except for (i) sales, transfers, destruction or other disposition of inventory
or obsolete or worn-out assets in the ordinary course of business and sales and dispositions of assets (excluding any Equity Interests
owned by any Loan Party, the Property, the U.S. Hormone Program and the Zydax Product) for at least fair market value so long as
the net book value of all assets sold or otherwise disposed of does not exceed *** in any Fiscal Year and *** in any period of
three consecutive Fiscal Years, (ii) sales and dispositions to Loan Parties, (iii) leases, licenses, subleases and sublicenses
entered into in the ordinary course of business (including, without limitation, Permitted Out-Licenses), (iv) sales and exchanges
of Cash Equivalent Investments to the extent otherwise permitted hereunder, (v) Liens expressly permitted under Section 8.2
and transactions expressly permitted by Section 8.4(a) or 8.10, (vi) dispositions in the ordinary course of
business consisting of the abandonment of intellectual property rights which, in the reasonable good faith determination of the
Loan Parties, are not material to the conduct of the business of the Loan Parties, (vii) a cancellation of any intercompany Debt
among the Loan Parties, (viii) a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain”
or similar proceeding, (ix) sales and dispositions among Loan Parties, and (x) exchanges of existing equipment for new equipment
that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the equipment being
exchanged.


(c)               
Not, and not permit any other Loan Party to (a) issue any Equity Interests if a Change of Control would result from
such issuance, or (b) issue any Disqualified Equity Interests.


8.5             
Modification of Organizational Documents.


Not permit the charter, constitution, by-laws
or other organizational documents of any Borrower or any other Loan Party to be amended or modified in a manner that is adverse
to the interests of Agent or any Lender; provided that, in any event, the Loan Parties shall provide notice to Agent of
any amendment or modification to the charter, constitution, by-laws or other organizational documents of any Loan Party.


8.6             
Use of Proceeds.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN
PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


Use the proceeds of the Loan solely for paying
Prior Debt, for fees and expenses related to the negotiation, execution, delivery and closing of this Agreement and the other Loan
Documents and the transactions contemplated hereby and thereby and for other general business purposes of Borrower, Parent and
their respective Subsidiaries, and not use any proceeds of any Loan or permit any proceeds of any Loan to be used, either directly
or indirectly, for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock.


8.7             
Transactions with Affiliates.


Not, and not permit any other Loan Party to,
enter into, or cause, suffer or permit to exist any transaction, arrangement or contract with any of its Affiliates, which is on
terms which are less favorable than are obtainable from any Person which is not one of its Affiliates, other than (i) payments
and other transactions expressly permitted pursuant to Section 8.3, (ii) reasonable compensation and indemnities to,
benefits for, reimbursement of expenses of, and employment arrangements with, officers, employees and directors in the ordinary
course of business, (iii) transactions among Loan Parties and (iv) transactions pursuant to agreements in existence on the Closing
Date and set forth on Schedule 8.7.


8.8             
Inconsistent Agreements.


Not, and not permit any other Loan Party to,
enter into any agreement containing any provision which would (a) be violated or breached by any borrowing by any Borrower
hereunder or by the performance by any Borrower or any other Loan Party of any of its Obligations hereunder or under any other
Loan Document, (b) prohibit any Borrower or any other Loan Party from granting to Agent and Lenders a Lien on any of its assets
or (c) create or permit to exist or become effective any encumbrance or restriction on the ability of any Loan Party to (i) pay
dividends or make other distributions Parent or any other Loan Party, or pay any Debt owed to any other Loan Party, (ii) make
loans or advances to any other Loan Party or (iii) transfer any of its assets or properties to any other Loan Party, other
than, in the cases of clauses (b) and (c), (A) restrictions or conditions imposed by any agreement relating to purchase money
Debt, Capital Leases and leases and licenses, in each case, permitted by this Agreement, if such restrictions or conditions apply
only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and
other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under any
Loan Document and (E) customary provisions in contracts for the disposition of any assets, but only to the extent that the restrictions
in such contract apply to the assets or Subsidiary that is to be disposed of and such disposition is permitted by this Agreement.


8.9             
Business Activities.


Not, and not permit any other Loan Party to,
engage in any line of business other than the businesses engaged in on the Closing Date and businesses reasonably related thereto.
Not, and not permit any other Loan Party to, issue any Equity Interest other than (a) any issuance of any Loan Party’s
equity securities pursuant to any employee or director option or stock purchase program, benefit plan or compensation program,
but excluding the issuance of any equity securities that require any cash dividends or other cash distributions to be made prior
to the Obligations being Paid in Full, (b) any issuance by a Subsidiary to any Loan Party in accordance with Section 8.3
or Section 8.10, (c) any issuance permitted by Section 8.4(c) or (d) any issuance of directors’ qualifying
shares as required by applicable law.


8.10         
Investments.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


Not, and not permit any other Loan Party to,
make or permit to exist any Investment in any other Person, except the following:


(a)               
contributions by any Loan Party to the capital of any Wholly-Owned Subsidiary of such Loan Party, so long as the
recipient of any such contribution has become a Loan Party hereunder and, without limitation, guaranteed the Obligations and such
guaranty is secured by a pledge of all of its Equity Interests and substantially all of its real and personal property, in each
case in accordance with Section 7.8;


(b)              
Cash Equivalent Investments;


(c)               
bank deposits in the ordinary course of business;


(d)              
Investments existing as of the Closing Date and listed on Schedule 8.10;


(e)               
any purchase or other acquisition by any Loan Party of the assets or Equity Interests of any other Loan Party;


(f)               
transactions among Loan Parties permitted by Section 8.4;


(g)               
Hedging Obligations permitted under Section 8.1(d); and


(h)              
advances given to employees and directors in the ordinary course of business not to exceed $200,000 in the aggregate
outstanding at any time;


(i)                
lease, utility and other similar deposits made in the ordinary course of business and trade credit extended in the
ordinary course of business; and


(j)                
Investments consisting of the non-cash portion of the consideration received in respect of Dispositions permitted
hereunder.


8.11         
Certain Restrictions relating to Certain Documents.


(a)               
Not amend or otherwise modify, or waive any rights under any provisions of (i) any Subordinated Debt (except
that the terms of any Subordinated Debt may be amended, modified or otherwise waived to the extent permitted under any subordination
agreements entered into by Agent in relation thereto), (ii) without limitation of clause (i), the terms or provisions of the 2013
Bonds or any documentation related thereto (except that the terms of such 2013 Bonds or related documentation may be amended, modified
or otherwise waived to the extent permitted under the Deed of Priority), or (iii) any of the Material Contracts (or any replacements
thereof) set forth on Schedule 8.11 hereto (as such schedule may be updated by Agent from time to time to include any material
contracts, licenses, agreements or similar arrangements in addition to those described on such Schedule as of the Closing Date
that are entered into by a Loan Party from time to time after the Closing Date).


(b)              
Not make any payment or prepayment with respect to, or any redemption of or acquisition for value (including, without
limitation, by way of depositing money or securities for the purpose of paying when due) of,


(i)     
the 2013 Bonds, provided that:



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PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION







(A)       the
Loan Parties may pay accrued interest due but unpaid in accordance with clause 3 (Interest) of the 2013 Bond Conditions
so long as all of the following conditions are met: (1) no Default or Event of Default exists at the time of such payment or would
result from the making of such payment and (2) such payment is permitted by the Deed of Priority;


(B)       the
Loan Parties may pay principal due and owing in connection with the 2013 Bonds in an amount not to exceed $600,000, in the aggregate
(each a “Permitted Bondholder Payment”, and collectively the “Permitted Bondholder Payments”),
during the term of this Agreement so long as no Default or Event of Default exists at the time of such payment or would result
from the making of such payment; and


(C)       the
Loan Parties may pay principal due and owing in connection with the 2013 Bonds in excess of the Permitted Bondholder Payments (i.e.
payments in excess of the $600,000 aggregate cap set forth in clause (B) above) (each a “Permitted Excess Bondholder Payment”,
and collectively the “Permitted Excess Bondholder Payments”), at any time on or after February 1, 2017 so long
as all of the following conditions are met: (1) no Default or Event of Default exists at the time of such payment or would result
from the making of such payment and (2) solely to the extent such Permitted Excess Bondholder Payments are not otherwise funded
exclusively via the proceeds of additional equity investments into Parent, Loan Parties shall have Consolidated Unencumbered Liquid
Assets of not less than $5,000,000 immediately following each such Permitted Excess Bondholder Payments.


(ii)       any
Subordinated Debt, except as permitted by any subordination agreement entered into by Agent in relation thereto


8.12         
Restrictions relating to Revenue Sharing Deed.


Not, and not permit any other Loan Party to:


(a)               
create or permit or suffer to exist any Lien to secure any obligation or liability under the Revenue Sharing Deed
or any related documentation on any real or personal properties of any Loan Party, or any assets or rights of whatsoever nature
of any Loan Party (whether now owned or hereafter acquired), or attempt or agree to do so;


(b)              
amend or otherwise modify, or waive any rights under any provisions of, the Revenue Sharing Deed or any documentation
related thereto;



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN
PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(c)               
make any payment under or with respect to the Revenue Sharing Deed or any related documents, or any redemption of
or acquisition for value (including, without limitation, by way of depositing money or securities for the purpose of paying when
due) of the obligations and liabilities under the Revenue Sharing Deed or any related documents, provided that:


(i)                
the Loan Parties may make regularly scheduled payments of the Revenue Share (as defined in the Revenue Sharing Deed)
pursuant to Section 5.2 of the Revenue Sharing Deed, so long as no Default or Event of Default exists at the time of such
payment or would result from the making of such payment;


(ii)              
The Loan Parties may exercise the option under Section 6 of the Revenue Sharing Deed to redeem the Revenue
Share by payment of the Early Redemption Fee (as defined under the Revenue Sharing Deed) on or after May 1, 2018, if all of the
following conditions are met: (A) no Default or Event of Default exists at the time of such exercise or the payment of the Early
Redemption Fee or would result from such exercise or the making of such payment, and (B) Loan Parties shall have Consolidated Unencumbered
Liquid Assets of not less than $5,000,000 immediately following any such redemption; and


(iii)            
If PFG (or its successor under the Revenue Sharing Deed) exercises the Control Put Right (as defined in the Revenue
Sharing Deed) at any time on or after May 1, 2018, the Loan Parties may pay the Put Amount (as defined in the Revenue Sharing Deed)
pursuant to Section 8.3 of the Revenue Sharing Deed, so long as all of the following conditions are met: (A) no Default
or Event of Default exists at the time of such payment or would result from the making of such payment, and (B) Loan Parties shall
have Consolidated Unencumbered Liquid Assets of not less than $5,000,000 immediately following any such payment.


8.13         
Financial Covenants.


8.13.1   
Employee Priority Liabilities. Not permit the Employee Priority Liabilities at any time to exceed seventy
percent (70%) of the fair market value of the Loan Parties’ Inventory at that time.


8.13.2   
Consolidated Unencumbered Liquid Assets. Not permit the Consolidated Unencumbered Liquid Assets, as measured
on the last day of any Fiscal Quarter to be less than $1,000,000.


8.14         
Deposit Accounts.


Each Loan Party shall not, and shall not permit
any other Loan Party to, without the prior written consent of Agent, maintain or establish any Deposit Accounts other than (i)
Exempt Accounts and (i) the Deposit Accounts set forth on Schedule 8.14 (which Deposit Accounts constitute all of the Deposit
Accounts, securities accounts or other similar accounts maintained by the Loan Parties as of the Closing Date). Loan Parties shall
not permit more than $1,000,000 of cash, in the aggregate, of Loan Parties, as of any date of determination, to be held outside
of Deposit Accounts that are located in the U.S. and are subject to Account Control Agreements in favor of Agent in accordance
with this Agreement.


8.15         
Subsidiaries, partnerships and joint ventures.


Not, and not permit any other Loan Party to,
establish or acquire any Subsidiary, other than the Subsidiaries existing on the Closing Date and described in items 1 and 2 of
Schedule 8.10, or enter into any partnership or joint venture.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN
PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


8.16         
Regulatory Matters.


To the extent that any of the following would
reasonably be expected to result in a Material Adverse Effect, not, and not permit any other Loan Party to, (i) make, and use commercially
reasonable efforts to not permit any officer, employee or agent of any Loan Party to make, any untrue statement of material fact
or fraudulent statement to the FDA or any Governmental Authority; fail to disclose a material fact required to be disclosed to
the FDA or any Governmental Authority; or commit a material act, make a material statement, or fail to make a statement in breach
of CLIA or that could otherwise reasonably be expected to provide the basis for CMS or any Governmental Authority to undertake
action against such Loan Party, (ii) conduct any clinical studies in the United States or sponsor the conduct of any clinical research
in the United States, (iii) introduce into commercial distribution any FDA Products which are, upon their shipment, adulterated
or misbranded in violation of 21 U.S.C. § 331, (iv) commit a material act, make a material statement, or fail to make a statement
in breach of the FD&C Act or that could otherwise reasonably be expected to provide the basis for the FDA or any other Governmental
Authority to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,”
as set forth in 56 Fed. Reg. 46191 (September 10, 1991), or (v) otherwise incur any material liability (whether actual or contingent)
for failure to comply with Health Care Laws.


8.17         
Name; Permits; Dissolution; Insurance Policies; Disposition of Collateral; Taxes; Trade Names.


Not, and not permit any other Loan Party to
(a) change its jurisdiction of organization or change its corporate name without thirty (30) calendar days prior written notice
to Agent, (b) amend, alter, suspend, terminate or make provisional in any material way, any Permit, the suspension, amendment,
alteration or termination of which could reasonably be expected to be, have or result in a Material Adverse Effect without the
prior written consent of Required Lenders, (c) wind up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer
any proceedings seeking or that would result in any of the foregoing, (d) amend, modify, restate or change any insurance policy
in a manner adverse to Agent or Lenders, (e) engage, directly or indirectly, in any business other than as set forth herein, (f)
change its federal tax employer identification number or similar tax identification number under the relevant jurisdiction or establish
new or additional trade names without providing not less than thirty (30) days advance written notice to Agent, (g) revoke, alter
or amend any Tax Information Authorization (on IRS Form 8821 or otherwise) or other similar authorization mandated by the relevant
Government Authority given to any Lender or (h) certificate, or cause to have certificated, any equity ownership interest that
is not evidenced by a certificate as of the Closing Date that is Collateral subject to this Agreement, without Required Lenders’
prior written consent.


8.18         
Truth of Statements.


Not, and not permit any other Loan Party to,
furnish to Agent or any Lender any certificate or other document that contains any untrue statement of a material fact or that
omits to state a material fact necessary to make it not misleading in light of the circumstances under which it was furnished.


SECTION
9        Events of Default; Remedies.


9.1             
Events of Default.



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WITH THE SECURITIES AND EXCHANGE COMMISSION


Each of the following shall constitute an
Event of Default under this Agreement:


9.1.1       
Non-Payment of Credit. Default in the payment when due of the principal of any Loan; or default, and continuance
thereof for five (5) Business Days, in the payment when due of any interest, fee, or other amount (including, without limitation,
any amount of the Origination Fee, the Maturity Exit Fee or the Prepayment Fee (as applicable), any interest accrued at the Default
Rate or any other fees, costs, indemnifications or reimbursements, or the payment of any Revenue-Based Payment) payable by any
Loan Party hereunder or under any other Loan Document.


9.1.2       
Default Under Other Debt. Any breach or default shall occur under (a) [Reserved], (b) the 2013 Bonds or any
related documentation or (c) the terms applicable to any Debt of any Loan Party (excluding the Obligations) in an aggregate principal
amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors
under any combined or syndicated credit arrangement) exceeding $250,000 and such default shall (i) consist of the failure
to pay such Debt when due (after giving effect to applicable grace periods), whether by acceleration or otherwise, or (ii) accelerate
the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause
such Debt to become due and payable (or require any Borrower or any other Loan Party to purchase or redeem such Debt or post cash
collateral in respect thereof) prior to its expressed maturity.


9.1.3       
Bankruptcy; Insolvency.


(a)               
Any Loan Party shall (i) be unable to pay its debts generally as they become due, (ii) file an assignment
or have filed against it a petition under any insolvency statute, (iii) make a general assignment for the benefit of its creditors,
(iv) commence a proceeding for the appointment of a receiver, trustee, liquidator or conservator of itself or of the whole
or any substantial part of its property or shall otherwise be dissolved or liquidated, or (v) make an application or commence
a proceeding seeking reorganization or liquidation or similar relief under any Debtor Relief Law or any other applicable law or
an Insolvency Event occurs with respect to an Australian Loan Party; or


(b)              
(i) a court of competent jurisdiction shall (A) enter an order, judgment or decree appointing a custodian,
receiver, trustee, liquidator or conservator of any Loan Party or the whole or any substantial part of any Loan Party’s properties,
which shall continue unstayed and in effect for a period of thirty (30) calendar days, (B) approve a petition or claim filed
against any Loan Party seeking reorganization, liquidation or similar relief under the any Debtor Relief Law or any other applicable
law, which is not dismissed within thirty (30) calendar days or, (C) under the provisions of any Debtor Relief Law or other
applicable law or statute, assume custody or control of any Loan Party or of the whole or any substantial part of any Loan Party’s
properties, which is not irrevocably relinquished within thirty (30) calendar days, or (ii) there is commenced against any
Loan Party any proceeding or petition seeking reorganization, liquidation or similar relief under any Debtor Relief Law or any
other applicable law or statute, which (A) is not unconditionally dismissed within thirty (30) calendar days after the date
of commencement, or (B) with respect to which any Loan Party takes any action to indicate its approval of or consent.


9.1.4       
Non-Compliance with Loan Documents.


(a)               
Failure by any Loan Party to comply with or to perform any covenant set forth in Section 8; or (b) failure
by any Loan Party to comply with or to perform any other provision of this Agreement or any other Loan Document applicable to it
(and not constituting an Event of Default under any other provision of this Section 9) and continuance of such failure described
in this clause (b) for 20 Business Days after the earlier of the date any Loan Party becomes (or should after diligent inquiry
become) aware of such failure or notice thereof to any Loan Party from Agent or any Lender.



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9.1.5       
Representations; Warranties. Any representation or warranty made or re-made by any Loan Party herein or any
other Loan Document is false or misleading in any material respect when made, or any schedule, certificate, financial statement,
report, notice or other writing furnished by any Loan Party to Agent or any Lender in connection herewith is false or misleading
in any material respect on the date as of which the facts therein set forth are stated or certified.


9.1.6       
Pension Plans.


(a)               
Institution of any steps by any Person to terminate a Pension Plan if as a result of such termination any Loan Party
or any member of the Controlled Group could be required to make a contribution to such Pension Plan, or could incur a liability
or obligation to such Pension Plan, in excess of $500,000; (b) a contribution failure occurs with respect to any Pension Plan
sufficient to give rise to a Lien under Section 302(f) of ERISA securing obligations in excess of $500,000; or (c) there shall
occur any withdrawal or partial withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without unaccrued interest)
to Multiemployer Pension Plans as a result of such withdrawal (including any outstanding withdrawal liability that any Borrower
or any other Loan Party or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $500,000.


9.1.7       
Judgments. Final judgments which exceed an aggregate of $250,000 (to the extent not adequately covered by
insurance as to which the insurance company has not disclaimed liability) shall be rendered against any Loan Party and shall not
have been paid, discharged or vacated or had execution thereof stayed pending appeal within thirty (30) days after entry or filing
of such judgments.


9.1.8       
Invalidity of Loan Documents or Liens.


(a)               
All or a provision of any Loan Document shall cease to be in full force and effect other than in accordance with
its express terms; (b) any Loan Party (or any Person by, through or on behalf of any Loan Party) shall contest in any manner the
validity, binding nature or enforceability of any Loan Document; (c) any Lien created pursuant to any Loan Document ceases to constitute
a valid first priority perfected Lien on any material portion of the Collateral in accordance with the terms thereof, or Agent
ceases to have a valid perfected first priority security interest in any material portion of the Collateral pledged to Agent, for
the benefit of Lenders, pursuant to the Collateral Documents or (d) it becomes impossible or unlawful for a Loan Party to perform
a material obligation under a Loan Document.


9.1.9       
Invalidity of Subordination Provisions. (i) Any subordination provision in any subordination agreement that
relates to any Subordinated Debt, or (ii) any subordination provision in any document or instrument governing any Subordinated
Debt, or (iii) any subordination provision in any guaranty by any Loan Party of any Subordinated Debt, shall cease to be in full
force and effect other than as a result of any payment of such Subordinated Debt permitted hereunder, or any Loan Party shall
contest in any manner the validity, binding nature or enforceability of any such provision.


9.1.10   
Revenue Sharing Deed. (a) Any breach or default shall occur under the Revenue Sharing Deed or any related
documentation, (b) any event giving PFG (or any successor thereto under the Revenue Sharing Deed) the right to terminate the Revenue
Sharing Deed shall occur or (c) any Value Event (as defined in the Revenue Sharing Deed) shall occur;



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9.1.11   
Material Adverse Effect. Any Material Adverse Effect shall occur or otherwise be in existence, and the underlying
event constituting such Material Adverse Effect is not rectified or does not cease within 20 Business Days after the earlier of
the date any Loan Party becomes (or should after diligent inquiry become) aware of such reason or notice thereof to any Loan Party
from Agent or any Lender, as applicable.


9.1.12   
Change of Control. A Change of Control shall occur.


9.2             
Remedies.


(a)               
If any Event of Default shall occur and be continuing, Agent may, and upon the written request of Required Lenders
shall, declare all or any part of the principal amount of the Loan and all other Obligations to be due and payable, the principal
amount of the Loan, all accrued and unpaid interest and all other Obligations shall become immediately due and payable (in whole
or in part, as applicable), all without presentment, demand, protest or notice of any kind. Agent shall use commercially reasonable
efforts to promptly advise Parent of any such declaration, but failure to do so shall not impair the effect of such declaration.
Notwithstanding the foregoing, if any Event of Default described in Section 9.1.3 shall occur, the Revenue-Based Premium
(calculated as of the date of such Event of Default), the principal amount of the Loan and all other Obligations shall become immediately
due and payable without presentment, demand, protest or notice of any kind.


(b)              
In addition to the acceleration provisions set forth in Section 9.2(a) above, upon the occurrence and continuation
of an Event of Default, Agent may (or shall at the request of Required Lenders) exercise any and all rights, options and remedies
provided for in any Loan Document, under the Uniform Commercial Code, any other applicable foreign or domestic laws or otherwise
at law or in equity, including, without limitation, the right to (i) apply any property of any Loan Party held by Agent and/or
the Bondholder Reserve to reduce the Obligations, (ii) foreclose the Liens created under the Loan Documents, (iii) realize
upon, take possession of and/or sell any Collateral or securities pledged, with or without judicial process, (iv) exercise
all rights and powers with respect to the Collateral as any Loan Party might exercise, (v) collect and send notices regarding the
Collateral, with or without judicial process, (vi) by its own means or with judicial assistance, enter any premises at which Collateral
and/or pledged securities are located, or render any of the foregoing unusable or dispose of the Collateral and/or pledged securities
on such premises without any liability for rent, storage, utilities, or other sums, and no Loan Party shall resist or interfere
with such action, (vii) at the Loan Parties’ expense, require that all or any part of the Collateral be assembled and made
available to Agent, for the benefit of Lenders, or Required Lenders at any place designated by Required Lenders in their sole discretion
and/or relinquish or abandon any Collateral or securities pledged or any Lien thereon.


(c)               
The enumeration of any rights and remedies in any Loan Document is not intended to be exhaustive, and all rights
and remedies of Agent and Lenders described in any Loan Document are cumulative and are not alternative to or exclusive of any
other rights or remedies which Agent and Lenders otherwise may have. The partial or complete exercise of any right or remedy shall
not preclude any other further exercise of such or any other right or remedy.


(d)              
Notwithstanding any provision of any Loan Document, Agent, in its sole discretion shall have the right, but not any
obligation, at any time that Loan Parties fail to do so, subject to 



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any applicable cure periods permitted by or otherwise set forth
in the Loan Documents, and from time to time, without prior notice, to: (i) discharge (at Borrower’s expense) taxes or Liens
affecting any of the Collateral that have not been paid in violation of any Loan Document or that jeopardize Agent’s Lien
priority in the Collateral; or (ii) make any other payment (at Borrower’s expense) for the administration, servicing, maintenance,
preservation or protection of the Collateral (each such advance or payment set forth in clauses (i) and (ii) herein, a “Protective
Advance”). Agent shall be reimbursed for all Protective Advances pursuant to Section 2.9.1e, and any Protective
Advances shall bear interest at the Default Rate from the date such Protective Advance is paid by Agent until it is repaid. No
Protective Advance by Agent shall be construed as a waiver by Agent, or any Lender of any Default, Event of Default or any of the
rights or remedies of Agent or any Lender under any Loan Document.


SECTION
10    Agent.


10.1         
Appointment; Authorization.


Each Lender hereby irrevocably appoints, designates
and authorizes Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and
to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan
Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained
elsewhere in this Agreement or in any other Loan Document, Agent shall not have any duty or responsibility except those expressly
set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against Agent.


10.2         
Delegation of Duties.


Agent may execute any of its duties under
this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice
of counsel concerning all matters pertaining to such duties. The exculpatory provisions of this Section shall apply to any such
agents, employees or attorneys-in-fact.


10.3         
Limited Liability.


None of Agent or any of its directors, officers,
employees or agents shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection
with this Agreement or any other Loan Document or the transactions contemplated hereby (except to the extent resulting from its
own gross negligence or willful misconduct as determined by a final order of a court of competent jurisdiction), or (b) be
responsible in any manner to any Lender for any recital, statement, representation or warranty made by any Loan Party or Affiliate
of any Loan Party, or any officer thereof, contained in this Agreement or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by Agent under or in connection with, this Agreement or
any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other
Loan Document (or the creation, perfection or priority of any Lien or security interest therein), or for any failure of any Loan
Party or any other party to any Loan Document to perform its Obligations hereunder or thereunder. Agent shall not be under any
obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in,
or conditions of, this Agreement or any other Loan Document (other than to confirm receipt of the items required to be delivered
pursuant to Section 5 of this Agreement in each case in form and substance acceptable to Agent unless otherwise waived by
Agent in its reasonable discretion), or to inspect the properties, books or records of any Loan Party or Affiliate of any Loan
Party.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


10.4         
Reliance.


Agent shall be entitled to rely, and shall
be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile,
telex or telephone message, statement or other document believed by it to be genuine and correct and to have been signed, sent
or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party),
independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of Required Lenders
(or all Lenders if expressly required hereunder) as it deems appropriate and, if it so requests, confirmation from Lenders of their
obligation to indemnify Agent against any and all liability and expense which may be incurred by it by reason of taking or continuing
to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement
or any other Loan Document in accordance with a request or consent of Required Lenders (or all Lenders if expressly required hereunder)
and such request and any action taken or failure to act pursuant thereto shall be binding upon each Lender.


10.5         
Notice of Default.


Agent shall not be deemed to have knowledge
or notice of the occurrence of any Event of Default or Default except with respect to defaults in the payment of principal, interest
and fees required to be paid to Agent for the account of Lenders, unless Agent shall have received written notice from a Lender
or a Borrower referring to this Agreement, describing such Event of Default or Default and stating that such notice is a “notice
of default”. Agent will notify Lenders of its receipt of any such notice or any such default in the payment of principal,
interest and fees required to be paid to Agent for the account of Lenders. Agent shall take such action with respect to such Event
of Default or Default as may be requested by Required Lenders in accordance with Section 9.2; provided, that unless
and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Event of Default or Default as it shall deem advisable or in the best interest of Lenders.


10.6         
Credit Decision.


Each Lender acknowledges that Agent has not
made any representation or warranty to it, and that no act by Agent hereafter taken, including any review of the affairs of any
Borrower or any other Loan Party, shall be deemed to constitute any representation or warranty by Agent to any Lender. Each Lender
represents to Agent that it has, independently and without reliance upon Agent and based on such documents and information as it
has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial
and other condition and creditworthiness of each Borrower and each other Loan Party, and made its own decision to enter into this
Agreement and to extend credit to Borrowers hereunder. Each Lender also represents that it will, independently and without reliance
upon Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other
condition and creditworthiness of the Loan Parties. Except for notices, reports and other documents expressly herein required to
be furnished to Lenders by Agent, Agent shall not have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial or other condition or creditworthiness of any Loan
Party which may come into the possession of Agent.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


10.7         
Indemnification.


Whether or not the transactions contemplated
hereby are consummated, each Lender shall indemnify upon demand Agent and its directors, officers, employees and agents (to the
extent not reimbursed by or on behalf of the Loan Parties and without limiting the obligation of any Loan Party to do so), ratably
according to such Lender’s Pro Rata Term Loan Share, from and against any and all actions, causes of action, suits, losses,
liabilities, damages and expenses, including Legal Costs, except to the extent any thereof result from the applicable Person’s
own gross negligence or willful misconduct, as determined by a final order of a court of competent jurisdiction. Without limitation
of the foregoing, each Lender shall reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including
Legal Costs) incurred by Agent in connection with the preparation, execution, delivery, administration, modification, amendment
or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities
under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent
is not reimbursed for such expenses by or on behalf of the Loan Parties. The undertaking in this Section 10.7 shall survive
repayment of the Loan, cancellation of the Notes, any foreclosure under, or modification, release or discharge of, any or all of
the Collateral Documents, termination of this Agreement and the resignation or replacement of Agent.


10.8         
Agent Individually.


SWK and its Affiliates may make loans to,
issue letters of credit for the account of, accept deposits from, acquire Equity Interests in and generally engage in any kind
of banking, trust, financial advisory, underwriting or other business with any Loan Party and any Affiliate of any Loan Party as
though SWK were not Agent hereunder and without notice to or consent of any Lender. Each Lender acknowledges that, pursuant to
such activities, SWK or its Affiliates may receive information regarding Loan Parties or their Affiliates (including information
that may be subject to confidentiality obligations in favor of any such Loan Party or such Affiliate) and acknowledges that Agent
shall be under no obligation to provide such information to any Lender. With respect to their Loan (if any), SWK and its Affiliates
shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though SWK were not
Agent, and the terms “Lender” and “Lenders” include SWK and its Affiliates, to the extent applicable, in
their individual capacities.


10.9         
Successor Agent.


Agent may resign as Agent at any time upon
30 days’ prior notice to Lenders and Parent (unless during the existence of an Event of Default such notice is waived by
Required Lenders). If Agent resigns under this Agreement, Required Lenders shall, with (so long as no Event of Default exists)
the consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), appoint a commercial bank or other financial
institution in the business of making or syndicating commercial loans as successor agent for Lenders. If no successor agent is
appointed prior to the effective date of the resignation of Agent, Agent may appoint, on behalf of Lenders after consulting with
Required Lenders and (so long as no Event of Default exists) Borrower, a commercial bank or other financial institution in the
business of making or syndicating commercial loans successor agent. Upon the acceptance of its appointment as successor agent hereunder,
such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term “Agent”
shall mean such successor agent, and the retiring Agent’s appointment, powers and duties as Agent shall be terminated. After
any retiring Agent’s resignation hereunder as Agent becomes effective, the provisions of this Section 10 and Sections
11.4 and 11.5 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was
Agent under this Agreement. If no successor agent has accepted appointment as Agent by the date which is 30 days following a retiring
Agent’s notice of resignation, the retiring Agent’s resignation shall nevertheless thereupon become effective and Lenders
shall perform all of the duties of Agent hereunder until such time, if any, as Required Lenders appoint a successor agent as provided
for above; provided that in the case of any collateral security held by Agent on behalf of the Lenders under any of the
Loan Documents, the retiring Agent shall continue so to hold such collateral security until such time as a successor Agent is appointed
and the provisions of this Section 10 and Sections 11.4 and 11.5 shall continue to inure to its
benefit so long as retiring Agent shall continue to so hold such collateral security. Upon the acceptance of a successor’s
appointment as Agent hereunder, the retiring Agent shall be discharged from all of its duties and obligations hereunder or under
the other Loan Documents in respect of the Collateral.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


10.10     
Collateral and Guarantee Matters.


Lenders irrevocably authorize Agent, at its
option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when
all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection
with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood
that Agent may conclusively rely without further inquiry on a certificate of an officer of Parent as to the sale or other disposition
of property being made in compliance with this Agreement); or (iii) subject to Section 11.1, if approved, authorized
or ratified in writing by Required Lenders; (b) notwithstanding Section 11.1(a)(ii) hereof, to release any party from its
guaranty under the Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to
be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment
and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Parent
as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any
Collateral to any holder of a Lien on such Collateral which is permitted by Section 8.2(d) (it being understood that Agent
may conclusively rely on a certificate from Parent in determining whether the Debt secured by any such Lien is permitted by Section
8.1(c)). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate
its interest in, particular types or items of Collateral, or Guarantors, pursuant to this Section 10.10.


Agent shall release any Lien granted to or
held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or
to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and
understood that (x) to the extent that the terms “sold” or “disposed of” or terms correlative thereto include
or are deemed to include any lease, license or other transfer pursuant to which any right, title or interest in the applicable
asset is retained by any Loan Party (including any transfer of any asset from a Loan Party to another Loan Party), such Lien on
such retained right, title or interest is not required to be released in connection with such permitted sale or disposition unless
approved in accordance with this Section 10.10 and Section 11.1 and (y) Agent may conclusively rely without further
inquiry on a certificate of an officer of any Loan Party as to the sale or other disposition of property being made in compliance
with this Agreement) or (iii) subject to Section 11.1, if directed to do so in writing by Required Lenders.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


In furtherance of the foregoing, Agent agrees
to execute and deliver to Parent, at the Loan Parties’ expense, such termination and release documentation as the Loan Parties
may reasonably request (which shall in any event provide that any transfer by Agent shall be without recourse and without representation
or warranty of any kind, express or implied) to evidence a Lien release that occurs pursuant to terms of this Section 10.10.


10.11     
Subordinated Debt.


Each Lender hereby irrevocably appoints, designates
and authorizes Agent to enter into the Deed of Priority, as agent for such Lender under the Agreement, and to take such action
on its behalf under the provisions of such agreement (subject to the last sentence of this Section 10.11 and to Section
11.1). Each Lender further agrees that the Loans shall be bound by the terms and conditions of the Deed of Priority, or, with
the consent of the Required Lenders, any other subordination or intercreditor agreement pertaining to the 2013 Bonds or any other
Subordinated Debt. Each Lender hereby authorizes Agent to issue blockages notices (if any are provided for under the applicable
intercreditor or subordination agreement) in connection with the 2013 Bonds or any other Subordinated Debt at the direction of
Required Lenders (it being agreed and understood that Agent will not act unilaterally to issue such blockage notices).


10.12     
Actions in Concert.


For the sake of clarity, each Lender hereby
agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising out of this Agreement,
the Notes or any other Loan Document (including exercising any rights of setoff) without first obtaining the prior written consent
of Agent and Required Lenders, it being the intent of Lenders that any such action to protect or enforce rights under this Agreement,
the Notes and the other Loan Documents shall be taken in concert and at the direction or with the consent of Agent or Required
Lenders.


SECTION
11    Miscellaneous.


11.1         
Waiver; Amendments.


(a)               
Except as otherwise expressly provided in this Agreement, no amendment, modification or waiver of, or consent with
respect to, any provision of this Agreement or any of the other Loan Documents (or any subordination and intercreditor agreement
or other subordination provisions relating to the 2013 Bonds or any other Subordinated Debt) shall in any event be effective unless
the same shall be in writing and signed by the Loan Parties that are party to the Loan Document that is the subject of such amendment,
modification, waiver or consent, by Lenders having aggregate Pro Rata Term Loan Shares of not less than the aggregate Pro Rata
Term Loan Shares expressly designated herein with respect thereto or, in the absence of such express designation herein, by Required
Lenders, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided, however, that:


(i)                
no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly
affected thereby, in addition to Required Lenders and the Loan Parties that are party to the Loan Document that is the subject
of such amendment, modification, waiver or consent, do any of the following: (1) [Reserved], (2) extend the date scheduled for
payment of any principal of or interest on the Loan or any fees or other amounts payable hereunder or under the other Loan Documents,
or (3) reduce the principal amount of any Loan, the amount or rate of interest thereon, or any fees or other amounts payable hereunder
or under the other Loan Documents;



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(ii)              
no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition
to the Loan Parties that are party to the Loan Document that is the subject of such amendment, modification, waiver or consent,
do any of the following: (1) increase any of the Commitments, (2) release any material guaranty hereunder or release all or substantially
all of the Collateral granted under the Collateral Documents, or release any Collateral Document, except as otherwise specifically
provided in this Agreement or the other Loan Documents, (3) change the definition of Required Lenders, (4) change any provision
of this Section 11.1, (5) amend the provisions of Section 2.9.1, Section 2.10.2, or Section 2.10.4
or (5) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent under the
Loan Documents; and


(iii)            
No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to the Loan
Parties that are party to the Loan Document that is the subject of such amendment, modification, waiver or consent and Required
Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions
above), affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section
10), under this Agreement or any other Loan Document.


(b)              
No delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver
thereof, nor shall any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise
thereof, or the exercise of any other right, power or remedy.


11.2         
Notices.


All notices hereunder shall be in writing
(including via electronic transmission) and shall be sent to the applicable party at its address shown on Annex II or at
such other address as such party may, by written notice received by the other parties, have designated as its address for such
purpose. Notices sent by electronic transmission shall be deemed to have been given when sent if sent during regular business hours
on a Business Day in the place of receipt, otherwise, such deemed delivery will be effective as of the next Business Day in that
place; notices sent by mail shall be deemed to have been given five (5) Business Days (or, if being sent internationally, ten (10)
Business Days) after the date when sent by registered or certified mail, U.S. first class postage prepaid; and notices sent by
hand delivery or overnight courier service shall be deemed to have been given when received. Agent, Lenders and each Loan Party
each hereby acknowledge that, from time to time, Agent, Lenders and Loan Parties may deliver information and notices using electronic
mail.


11.3         
Computations.


Unless otherwise specifically provided herein,
any accounting term used in this Agreement (including in Section 8.13 or any related definition) shall have the meaning
customarily given such term in accordance with GAAP, and all financial computations (including pursuant to Section 8.13
and the related definitions, and with respect to the character or amount of any asset or liability or item of income or expense,
or any consolidation or other accounting computation) hereunder shall be computed in accordance with GAAP consistently applied;
provided that if Parent notifies Agent that the Loan Parties wish to amend any covenant in Section 8.13 (or any related
definition) to eliminate or to take into account the effect of any change in GAAP on the operation of such covenant (or if Agent
notifies any Borrower that Required Lenders wish to amend Section 8.13 (or any related definition) for such purpose), then
the Loan Parties’ compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the
relevant change in GAAP became effective, until either such notice is withdrawn or such covenant (or related definition) is amended
in a manner satisfactory to the Loan Parties and Required Lenders. The explicit qualification of terms or computations by the phrase
“in accordance with GAAP” shall in no way be construed to limit the foregoing. Notwithstanding any other provision
contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts
and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards
159 (Codification of Accounting Standards 825-10) to value any Debt or other liabilities of any Loan Party or any Subsidiary at
“fair value”, as defined therein.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


11.4         
Costs; Expenses.


Each Loan Party agrees to pay on demand the
reasonable out-of-pocket costs and expenses of (a) Agent (including Legal Costs) in connection with (i) the preparation, execution,
syndication and delivery (including perfection and protection of Collateral) of this Agreement, the other Loan Documents and all
other documents provided for herein or delivered or to be delivered hereunder or in connection herewith, (ii) the administration
of the Loan and the Loan Documents and (iii) any proposed or actual amendment, supplement or waiver to any Loan Document or any
request or demand made or initiated by a Loan Party under the PPSA, and (b) Agent and Lenders (including Legal Costs) in connection
with the collection of the Obligations and enforcement of this Agreement, the other Loan Documents or any such other documents.
In addition, each Loan Party agrees to pay and to save Agent and Lenders harmless from all liability for, any fees of any Loan
Party’s auditors in connection with any reasonable exercise by Agent and Lenders of their rights pursuant to and to the extent
provided in Section 7.2. All Obligations provided for in this Section 11.4 shall survive repayment of the Obligations, cancellation
of the Notes, and termination of this Agreement.


11.5         
Indemnification by Loan Parties.


In consideration of the execution and delivery
of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder, each Loan Party hereby agrees
to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and agents of Agent
and each Lender (each a “Lender Party”) free and harmless from and against any and all actions, causes of action,
suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified Liabilities”),
incurred by Lender Parties or any of them as a result of, or arising out of, or relating to (a) any tender offer, merger,
purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in
part, directly or indirectly, with the proceeds of any of the Loan, (b) the use, handling, release, emission, discharge, transportation,
storage, treatment or disposal of any Hazardous Substance at any property owned or leased by any Borrower or any other Loan Party,
(c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or
the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party
or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution,
delivery, performance or enforcement of this Agreement or any other Loan Document by any Lender Party, except to the extent any
such Indemnified Liabilities result solely from the applicable Lender Party’s own gross negligence or willful misconduct
as finally determined by a court of competent jurisdiction in a non-appealable judgment. If and to the extent that the foregoing
undertaking may be unenforceable for any reason, each Loan Party hereby agrees to make the maximum contribution to the payment
and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law. All Obligations provided for
in this Section 11.5 shall survive repayment of the Obligations, cancellation of the Notes, any foreclosure under, or any
modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


11.6         
Marshaling; Payments Set Aside.


Neither Agent nor any Lender shall be under
any obligation to marshal any assets in favor of any Loan Party or any other Person or against or in payment of any or all of the
Obligations. To the extent that any Loan Party makes a payment or payments to Agent or any Lender, or Agent or any Lender enforces
its Liens or exercises its rights of set-off, and such payment or payments or the proceeds of such enforcement or set-off or any
part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant
to any settlement entered into by Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party
in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted
by applicable law, to the extent of such recovery, the obligation hereunder 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 enforcement or setoff had
not occurred and (b) each Lender severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered
from or repaid by Agent to the extent paid to such Lender.


11.7         
Nonliability of Lenders.


The relationship between the Borrowers on
the one hand and Lenders and Agent on the other hand shall be solely that of borrower and lender. Neither Agent nor any Lender
shall have any fiduciary responsibility to any Loan Party. Neither Agent nor any Lender undertakes any responsibility to any Loan
Party to review or inform such Loan Party of any matter in connection with any phase of any Loan Party’s business or operations.
To the fullest extent permitted under applicable law, execution of this Agreement by a Loan Party constitutes a full, complete
and irrevocable release of any and all claims which such Loan Party may have at law or in equity in respect of all prior discussions
and understandings, oral or written, relating to the subject matter of this Agreement and the other Loan Documents. Neither Agent
nor any Lender shall have any liability with respect to, and each Loan Party hereby, to the fullest extent permitted under applicable
law, waives, releases and agrees not to sue for, any special, indirect, punitive or consequential damages or liabilities.


11.8         
Assignments; Participations.


11.8.1   
Assignments.


(a)               
Any Lender may at any time assign to one or more Persons (other than a Loan Party or any Affiliate of a Loan Party)
(any such Person, an “Assignee”) all or any portion of such Lender’s Loan and Commitments, with the prior
written consent of Agent (which consent shall not be unreasonably withheld or delayed and shall not be required for an assignment
by a Lender to another Lender or by a Lender to an Affiliate of such Lender or an Approved Fund of such Lender). Except as Agent
may otherwise agree, any such assignment (other than any assignment by a Lender to a Lender or by a Lender to an Affiliate or Approved
Fund of such Lender) shall be in a minimum aggregate amount equal to $1,000,000 or, if less, the Commitment or the principal amount
of the Loan being assigned. Each Loan Party and Agent shall be entitled to continue to deal solely and directly with such Lender
in connection with the interests so assigned to an Assignee until Agent shall have received and accepted an effective Assignment
Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee of $3,500 to be paid by
the Lender to whom such interest is assigned; provided, that no such fee shall be payable in connection with any assignment
by a Lender to a Lender or by a Lender to an Affiliate or Approved Fund of such Lender. Notwithstanding anything to the contrary
in Section 11.1, Agent may, without notice to or consent of any other Person, amend Annex I to reflect an assignment
effectuated in accordance with this Section 11.8.



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(b)              
From and after the date on which the conditions described above have been met, (i) such Assignee shall be deemed
automatically to have become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such
Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (ii) the assigning
Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall
be released from its rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee
(and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, Borrowers shall execute and deliver to
Agent for delivery to the Assignee (and, as applicable, the assigning Lender) a Note in the principal amount of the Assignee’s
Pro Rata Term Loan Share of the Assignee’s Term Loan (and, as applicable, a Note in the principal amount of the Pro Rata
Term Loan Share of the Term Loan retained by the assigning Lender). Each such Note shall be dated the effective date of such assignment.
Upon receipt by the assigning Lender of such Note, the assigning Lender shall return to Parent any prior Note held by it.


(c)               
Agent, acting solely for this purpose as an agent of Borrowers, shall maintain at one of its offices in the United
States a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each
Lender, and the Commitments of, and principal amount of the Loan owing to, such Lender pursuant to the terms hereof. The entries
in such register shall be, in the absence of manifest error, conclusive, and each Loan Party, Agent and Lenders may treat each
Person whose name is recorded therein pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. Such register shall be available for inspection by any Borrower and any Lender, at any reasonable time
upon reasonable prior notice to Agent.


(d)              
Notwithstanding the foregoing provisions of this Section 11.8.1 or any other provision of this Agreement,
any Lender may at any time assign all or any portion of its Loan and its Note (i) as collateral security to a Federal Reserve
Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any
Lender from any of its obligations hereunder) and (ii) unless such assignment results in the Borrowers as a whole being obligated
to pay a greater amount under Section 3 to the Assignee than the Borrowers as a whole are then obligated to pay to
the assigning Lender under such Section (in which case the provisions of Section 11.8.1(a) shall govern), to (w) an
Affiliate of such Lender which is at least 50% owned (directly or indirectly) by such Lender or by its direct or indirect parent
company, (x) its direct or indirect parent company, (y) to one or more other Lenders or (z) to an Approved Fund
of such Lender.


11.8.2   
Participations.


Any Lender may at any time sell to one or
more Persons participating interests in its Loan, Commitments or other interests hereunder (any such Person, a “Participant”).
In the event of a sale by a Lender of a participating interest to a Participant, (a) such Lender’s obligations hereunder
shall remain 



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


unchanged for all purposes, (b) each Loan Party and Agent shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations hereunder and (c) all amounts payable by any Loan Party
shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender. No Participant
shall have any direct or indirect voting rights hereunder except with respect to any event described in Section 11.1
expressly requiring the unanimous vote of all Lenders or, as applicable, all affected Lenders. Each Lender agrees to incorporate
the requirements of the preceding sentence into each participation agreement which such Lender enters into with any Participant.
Each Loan Party agrees, to the fullest extent permitted by applicable law, that if amounts outstanding under this Agreement are
due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect
of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement; provided that such right of set-off shall be subject to the
obligation of each Participant to share with Lenders, and Lenders agree to share with each Participant, as provided in Section
2.10.4. Each Loan Party also agrees that each Participant shall be entitled to the benefits of Section 3 as if it were
a Lender (provided that a Participant shall not be entitled to such benefits unless such Participant agrees, for the benefit
of Borrowers, to comply with the documentation requirements of Section 3.1(c) as if it were a Lender and complies with such
requirements, and provided, further, that no Participant shall receive any greater compensation pursuant to Section 3
than would have been paid to the participating Lender if no participation had been sold). Any such Lender transferring a participation
shall, as an agent for Borrowers, maintain in the United States a register to record the names, address, and interest, principal
and other amounts owing to, each Participant. The entries in such register shall be, in the absence of manifest error, conclusive,
and each Loan Party, Agent and the Lenders may treat each Person whose name is recorded therein pursuant to the terms hereof as
a Participant hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such Participation register
shall be available for inspection by the Agent or any Borrower, at any reasonable time upon reasonable prior written notice from
Agent or such Borrower.


11.9         
Confidentiality.


Each Loan Party, Agent and each Lender agree
to use commercially reasonable efforts (equivalent to the efforts such Loan Party, Agent or such Lender applies to maintain the
confidentiality of its own confidential information) to maintain as confidential all information provided to them by any other
party hereto, except that Agent and each Lender may disclose such information (a) to Persons employed or engaged by Agent
or such Lender or any of their Affiliates (including managers, agents and/or advisors of any Lender) in evaluating, approving,
structuring or administering the Loan and the Commitments provided that such Persons have been informed of the covenant
contained in this Section 11.9; (b) to any assignee or participant or potential assignee or participant that has
agreed to comply with the covenant contained in this Section 11.9 (and any such assignee or participant or potential assignee
or participant may disclose such information to Persons employed or engaged by them as described in clause (a) above); (c) as
required or requested by any foreign, federal or state regulatory authority or examiner, or any insurance industry association,
or as reasonably believed by Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order
or process; (d) as, on the advice of Agent’s or such Lender’s counsel, is required by law (except that this paragraph
does not require Agent or any Lender to disclose any information of the kind referred to in section 275(1) of the PPSA, unless
section 275(7) of the PPSA applies); (e) in connection with the exercise of any right or remedy under the Loan Documents or
in connection with any litigation to which Agent or such Lender is a party; (f) to any internationally recognized rating agency
or investor of a Lender that requires access to information about a Lender’s investment portfolio in connection with ratings
issued or investment decisions with respect to such Lender; (g) that ceases to be confidential through no fault of Agent or
such 



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


Lender, as applicable; (h) to a Person that is an investor or prospective investor in a Securitization that agrees that
its access to information regarding Borrowers and the Loan and Commitments is solely for purposes of evaluating an investment in
such Securitization and who agrees to treat such information as confidential; or (i) to a Person that is a trustee, collateral
manager, servicer, noteholder or secured party in a Securitization in connection with the administration, servicing and reporting
on the assets serving as collateral for such Securitization. For purposes of this Section, “Securitization”
means a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns, of securities
which represent an interest in, or which are collateralized, in whole or in part, by the Loan or the Commitments. In each case
described in clauses (c), (d) and (e) (as such disclosure in clause (e) pertains to litigation only), where the Agent or Lender,
as applicable, is compelled to disclose a Loan Party’s confidential information, promptly after such disclosure the Agent
or such Lender, as applicable, shall notify Parent of such disclosure provided, however, that neither the Agent nor any
Lender shall be required to notify Parent of any such disclosure (i) to any foreign, federal or state banking regulatory authority
conducting an examination of the Agent or such Lender, or (ii) to the extent that it is legally prohibited from so notifying Parent.
Notwithstanding the foregoing, Agent reserves the right to provide to industry trade organizations information necessary and customary
for inclusion in league table measurements.


11.10     
Captions.


Captions used in this Agreement are for
convenience only and shall not affect the construction of this Agreement.


11.11     
Nature of Remedies.


All Obligations of each Loan Party and rights
of Agent and Lenders expressed herein or in any other Loan Document shall be in addition to and not in limitation of those provided
by applicable law. No failure to exercise and no delay in exercising, on the part of Agent or any Lender, any right, remedy, power
or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power
or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


11.12     
Counterparts.


This Agreement may be executed in any
number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to
be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt by facsimile machine
or in “.pdf” format through electronic mail of any executed signature page to this Agreement or any other Loan Document
shall constitute effective delivery of such signature page. This Agreement and the other Loan Documents to the extent signed and
delivered by means of a facsimile machine or other electronic transmission (including “.pdf”), shall be treated in
all manner and respects and for all purposes as an original agreement or amendment and shall be considered to have the same binding
legal effect as if it were the original signed version thereof delivered in person. No party hereto or to any such other Loan Document
shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that any signature
or agreement or amendment was transmitted or communicated through the use of a facsimile machine or other electronic transmission
as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.


11.13     
Severability.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


The illegality or unenforceability of any
provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality
or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.


11.14     
Entire Agreement.


This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the parties hereto and supersedes all prior or contemporaneous
agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof.


11.15     
Successors; Assigns.


This Agreement shall be binding upon
each Loan Party, Lenders and Agent and their respective successors and assigns, and shall inure to the benefit of each Loan Party,
Lenders and Agent and the successors and assigns of Lenders and Agent. No other Person shall be a direct or indirect legal beneficiary
of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents.
No Loan Party may assign or transfer any of its rights or Obligations under this Agreement or any other Loan Document without the
prior written consent of Agent and each Lender.


11.16     
Governing Law.


THIS AGREEMENT AND EACH NOTE SHALL BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE
NEW YORK GENERAL OBLIGATIONS CODE).


11.17     
Forum Selection; Consent to Jurisdiction.


ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN
THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT AGENT’S OPTION, IN THE COURTS
OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW
YORK, FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. EACH PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
BY REGISTERED MAIL, U.S. FIRST CLASS POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH PARTY
HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY
SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS
OF THIS DOCUMENT.  EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION


11.18     
Waiver of Jury Trial.


EACH OF AGENT, EACH LENDER AND EACH LOAN
PARTY, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT
OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY LENDING
RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE
A COURT AND NOT BEFORE A JURY.


11.19     
Patriot Act.


Each Lender that is subject to the USA Patriot
Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), and Agent (for itself
and not on behalf of any Lender), hereby notifies each Loan Party that, pursuant to the requirements of the Patriot Act, such Lender
and Agent are required to obtain, verify and record information that identifies each Loan Party, which information includes the
name and address of each Loan Party and other information that will allow such Lender or Agent, as applicable, to identify each
Loan Party in accordance with the Patriot Act.


11.20     
Anti-money laundering sanctions.


(a)               
Each Loan Party agrees that a Lender and Agent may delay, block or refuse to process any transaction without incurring
any liability if the they suspect that:


(i)                
the transaction may breach any law or regulation in Australia or any other country;


(ii)              
the transaction involves any person (natural, corporate or governmental) that is itself sanctioned or is connected,
directly or indirectly, to any person that is sanctioned under economic and trade sanctions imposed by the United States of America,
the European Union or any country; or


(iii)            
the transaction may directly or indirectly involve the proceeds of, or be applied for the purposes of, conduct which
is unlawful in Australia or any other country.


(b)              
Notwithstanding any other provision of a Loan Document to the contrary, each Loan Party agrees to provide any information
and documents that are within its possession, custody or control as reasonably required by a Lender or the Agent in order for the
Lender or the Agent to comply with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and any other
anti-money laundering or counter-terrorism financing laws or regulations including without limitation, any laws or regulations
imposing “know your customer” or other identification checks or procedures, that apply to the Lender, in any jurisdiction
in connection with the Loan Documents (“AML/CTF Laws”).



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(c)               
If a Lender or the Agent forms the view that, in its reasonable opinion, it is required to disclose information obtained
in connection with the Loan Documents to any person in order to comply with any AML/CTF Laws, the parties agree that, to the extent
permitted by law, such disclosure will not breach any duty of confidentiality owed by the Lender or the Agent to any other party
to this document.


(d)              
Each Loan Party represents and warrants in favour of each Lender and the Agent that it is not acting as trustee,
agent or on behalf of another person in entering into the Loan Documents, except to the extent expressly provided in the Loan Documents
or disclosed in writing to the Lender and the Agent before the date of this document.


(e)               
Each Loan Party agrees to exercise its rights and perform its obligations under the Loan Documents in accordance
with all applicable laws or regulations relating to anti-money laundering, counter-terrorism financing or economic and trade sanctions.


11.21     
Loan Party Agent. Each Loan Party hereby designates Parent (“Loan Party Agent”) as its
representative and agent for all purposes under the Loan Documents, including delivery or receipt of communications, preparation
and delivery of information and materials, receipt and payment of Obligations, requests for waivers, amendments and other accommodations,
actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with Agent or any
Lender. Loan Party Agent hereby accepts such appointment. Agent and Lenders shall be entitled to rely upon, and shall be fully
protected in relying upon, any notice or communication delivered by Loan Party Agent on behalf of any Loan Party. Agent and Lenders
may give any notice or communication with a Loan Party hereunder to Loan Party Agent on behalf of such Loan Party. Each of Agent
and each Lender shall have the right, in its discretion, to deal exclusively with Loan Party Agent for any or all purposes under
the Loan Documents. Each Loan Party agrees that any notice, election, communication, representation, agreement or undertaking
made on its behalf by Loan Party Agent shall be binding upon and enforceable against it.


11.22     
General PPSA Provisions. Where a Lender has a security interest (as defined in
the PPSA) under any Loan Document, to the extent the law permits:


(a)               
for the purposes of sections 115(1) and 115(7) of the PPSA:


(i)                
each Lender with the benefit of the Collateral need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d)
or 132(4) of the PPSA; and


(ii)              
sections 142 and 143 of the PPSA are excluded;


(b)              
for the purposes of section 115(7) of the PPSA, the Lender with the benefit of the security interest need not comply
with sections 132 and 137(3) of the PPSA;


(c)               
each party hereto waives its right to receive from the Lender any notice required under the PPSA (including a notice
of a verification statement);


(d)              
if the Lender with the benefit of the security interest exercises a right, power or remedy in connection with it,
that exercise is taken not to be an exercise of a right, power or remedy under the PPSA unless the Lender states otherwise at the
time of exercise. However, this clause does not apply to a right, power or remedy which can only be exercised under the PPSA; and



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CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


(e)               
if the PPSA is amended to permit the parties to agree not to comply with or to exclude other provisions of the PPSA,
the Agent may notify the Borrowers and the Lenders that any of these provisions is excluded, or that the Lenders need not comply
with any of these provisions.


This does
not affect any rights a person has or would have other than by reason of the PPSA and applies despite any other clause in any Loan
Document.


[signature pages follow]


 






    	 	91	 



     

    

The parties hereto have caused this Agreement
to be duly executed and delivered by their duly authorized officers or other authorized signatories as of the date first set forth
above.


BORROWER:


	
        PARNELL, INC.

        By: ___________________________

        Name:_________________________

        Title:__________________________

         
	 	 	 


 


 


AUSTRALIAN GUARANTORS:


 


	Executed by each of Parnell Pharmaceuticals Holdings Ltd,  Parnell Manufacturing Pty Ltd; Parnell Technologies Pty Ltd; Parnell Pharmaceuticals Pty Ltd; Parnell Technologies NZ Pty Ltd; Australian Pharma Services Pty Ltd; Parnell Corporate Services Pty Ltd; Parnell Australia Pty Ltd; Parnell North America Pty Ltd and Parnell Europe Pty Ltd in accordance with Section 127 of the Corporations Act 2001	 	 	 
	 	¬	 	¬
	
        Signature of director

         

         
	 	
        Signature of director

         

         

         
	 
	Name of director (print)	 	Name of director (print)	 


 


 



    	 		 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


 





NEW ZEALAND GUARANTOR:


PARNELL NZ CO LIMITED


 


	 	 	 	 
	
        Signature of director

         

         
	 	
        Signature of director

         

         

         
	 
	Name of director (print)	 	Name of director (print)	 


 


 


 






    	 		 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


UNITED KINGDOM GUARANTOR:


PARNELL TECHNOLOGIES (UK) LIMITED


 


	
        Signature of director

         

         
	 	
        Signature of director

         

         

         
	 
	Name of director (print)	 	Name of director (print)	 


 


 






    	 		 



     

    

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT.  EACH SUCH PORTION,
WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK***, HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


U.S. GUARANTORS:


PARNELL CORPORATE SERVICES U.S., INC.


 


 


By:                                                                     


Name:


Title:


PARNELL U.S. 1, INC.


By:                                                                     


Name:


Title:


VETERINARY INVESTIGATIVE SERVICES, INC.


By:                                                                     


Name:


Title:







    	 		 



     

    




	AGENT:
	 
	SWK FUNDING LLC,
	as Agent
	 
	 
	By:  SWK Holdings Corporation, its sole Manager
	 
	 
	By: __________________________
	Name:  Winston Black
	Title:  Chief Executive Officer
	 
	LENDERS:
	 
	SWK FUNDING LLC,
	as a Lender
	 
	 
	By:  SWK Holdings Corporation, its sole Manager
	 
	 
	By: __________________________
	Name:  Winston Black
	Title:  Chief Executive Officer




 



    	 		 



     

    




	[LSAF Lender Entity] 
	as a Lender
	 
	 
	By: _____________________________
	Name: ___________________________
	Title: ____________________________