Exhibit 10.1


 


LOAN
AND SECURITY AGREEMENT


 


THIS LOAN AND SECURITY AGREEMENT (as the
same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of October 31,
2022 (the “Effective Date”) among INNOVATUS LIFE SCIENCES LENDING FUND I, LP, a Delaware limited partnership, as collateral
agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), and the Lenders
listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including INNOVATUS LIFE SCIENCES LENDING FUND I, LP in its
capacity as a Lender, and CVRx, INC., a Delaware corporation (“Borrower”), provides the terms on which the Lenders
shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:


 


		1.	DEFINITIONS, ACCOUNTING AND OTHER TERMS



 


1.1            Capitalized
terms used herein shall have the meanings set forth in Section 13 to the extent defined therein. All other capitalized terms
used but not defined herein shall have the meaning given to such terms in the Code. Any accounting term used but not defined herein shall
be construed in accordance with GAAP and all calculations shall be made in accordance with GAAP. The term “financial statements”
shall include the accompanying notes and schedules. Any section, subsection, schedule or exhibit references are to this Agreement unless
otherwise specified.


 


		2.	LOANS AND TERMS OF PAYMENT



 


2.1          Promise
to Pay. Borrower hereby unconditionally promises to pay each Lender the outstanding principal amount of the Term Loan advanced to
Borrower by such Lender and accrued and unpaid interest thereon and any other amounts due hereunder as and when due in accordance with
this Agreement.


 


2.2          Term
Loans.


 


(a)


 


(i)             Subject
to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make a term loan to Borrower on the Effective
Date in an aggregate principal amount of up to Fifteen Million Dollars ($15,000,000.00) according to each Lender’s Term Loan Commitment
as set forth on Schedule 1.1 hereto (provided, however, Borrower may draw such term loan in two tranches with the amount of each tranche
being a whole number multiple of Five Hundred Thousand Dollars and the first tranche being in the amount of at least Seven Million Five
Hundred Thousand Dollars ($7,500,000), with the first tranche to be available on the Effective Date and second to be available during
the Term A Draw Period) (such term loans are hereinafter referred to singly and collectively, jointly and severally as the “Term A
Loan”). After repayment, the Term A Loan may not be re-borrowed.


 


(ii)            Subject
to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make a term loan to Borrower during the
Term B Draw Period in an aggregate principal amount of up to (A) Thirty Million Dollars ($30,000,000.00) minus (ii) the aggregate
amount of Term A Loan funded prior to the funding of the Term B Loan, according to each Lender’s Term Loan Commitment as set forth
on Schedule 1.1 hereto (the “Term B Loan”). After repayment, the Term B Loan may not be re-borrowed.


 


(iii)           Subject
to the terms and conditions of this Agreement, the Lenders agree, severally and not jointly, to make a term loan to Borrower during the
Term C Draw Period in an aggregate principal amount of up to Twenty Million Dollars ($20,000,000.00) according to each Lender’s
Term Loan Commitment as set forth on Schedule 1.1 hereto (the “Term C Loan;” each Term A Loan, Term B Loan and Term
C Loan is referred to singly as a “Term Loan” and the Term A Loan, Term B Loan and Term C Loan are referred to collectively
as the “Term Loans”). After repayment, the Term C Loan may not be re-borrowed.


 






     


     


    

 


(b)           Repayment.
Borrower shall make monthly payments of interest only commencing on the first (1st) Payment Date following the Funding Date of any Term
Loan, and continuing on the Payment Date of each successive month thereafter through and including the Payment Date immediately preceding
the Amortization Date. Borrower agrees to pay, on the Funding Date of each Term Loan, any initial partial monthly interest payment otherwise
due for the period between the Funding Date of such Term Loan and the first Payment Date after such Funding Date. Commencing on the Amortization
Date, and continuing on the Payment Date of each month thereafter, Borrower shall make equal monthly payments of principal, together with
applicable interest, in arrears, to Collateral Agent for the benefit of each Lender, as calculated by Collateral Agent (which calculations
shall be deemed correct absent manifest error) based upon: (1) the outstanding principal amount of the Term Loan, (2) the effective
rate of interest, as determined in Section 2.3(a), and (3) a repayment schedule equal to three (3) months. All unpaid principal
and accrued and unpaid interest with respect to the Term Loan is due and payable in full on the Maturity Date. The Term Loan may only
be prepaid in accordance with Sections 2.2(c) and 2.2(d).


 


(c)            Mandatory
Prepayments. If the Term Loan is accelerated following the occurrence of any Event of Default, Borrower shall immediately pay to Collateral
Agent for the benefit of the Lenders, payable to each Lender in accordance with its respective Pro Rata Share, an amount equal to the
sum of: (i) all outstanding principal of the Term Loan plus accrued and unpaid interest thereon through the prepayment date, (ii) the
Final Fee, (iii) the Prepayment Fee, plus (iv) all other Obligations that are due and payable, including, without limitation,
Lenders’ Expenses and interest at the Default Rate with respect to any past due amounts. Notwithstanding (but without duplication
with) the foregoing, on the Maturity Date, if the Final Fee had not previously been paid in full in connection with the prepayment of
the Term Loan in full, Borrower shall pay to each Lender in accordance with its respective Pro Rata Share, the Final Fee in respect of
the Term Loan.


 


(d)            Permitted
Prepayment of Term Loan. After the date that is the first anniversary of the Effective Date, the Borrower shall have the option to
prepay all, but not less than all, of the Term Loan advanced by the Lenders under this Agreement, provided Borrower (i) provides
written notice to Collateral Agent of its election to prepay the Term Loan at least seven (7) Business Days prior to such prepayment,
and (ii) pays to Collateral Agent for the benefit of each Lenders on the date of such prepayment, payable to each Lender in accordance
with its respective Pro Rata Share, an amount equal to the sum of (A) all outstanding principal of the Term Loan plus accrued and
unpaid interest thereon through the prepayment date, (B) the Final Fee, (C) the Prepayment Fee, plus (D) all other outstanding
Obligations that are due and payable, including, without limitation, Lenders’ Expenses and interest at the Default Rate with respect
to any past due amounts.


 


2.3           Payment
of Interest on the Term Loan.


 


(a)            Interest
Rate. Subject to Section 2.3(b), the principal amount outstanding under the Term Loan shall accrue interest at a floating per
annum rate equal to the Basic Rate, determined by Collateral Agent on the Funding Date of the Term Loan and monthly thereafter, which
interest shall be payable monthly in arrears in accordance with Sections 2.2(b) and 2.3(e); provided that at the election of Borrower
(which shall be considered elected on the Funding Date of the applicable Term Loan) with no less than five (5) Business Days’
written notice to Collateral Agent prior to the Effective Date, 2.15% of the Basic Rate may be payable in-kind by adding an amount equal
to such 2.15% of the outstanding principal amount to the then outstanding principal balance on a monthly basis until the third anniversary
of the Effective Date so as to increase the outstanding principal balance of the Term A Loan on each Payment Date and which amount shall
be payable when the principal amount of the applicable Term A Loan is payable in accordance with Sections 2.2(b) and 2.3(e) and
on which principal amount interest shall be owed pursuant to Section 2.3(a).


 


Interest shall accrue on each Term Loan commencing
on, and including, the Funding Date of such Term Loan, and shall accrue on the principal amount outstanding under such Term Loan through
and including the day on which such Term Loan is paid in full.


 


(b)            Default
Rate. Immediately upon the occurrence and during the continuance of an Event of Default, Obligations shall accrue interest at a floating
per annum rate equal to the rate that is otherwise applicable thereto plus five percentage points (5.00%) (the “Default Rate”).
Payment or acceptance of the increased interest rate provided in this Section 2.3(b) is not a permitted alternative to timely
payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Collateral
Agent.


 


(c)            365
Day Year. Interest shall be computed on the basis of a three hundred sixty-five (365) day year and the actual number of days elapsed.


 






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(d)           Debit
of Accounts. Collateral Agent may debit (or ACH) any deposit accounts maintained by Borrower for principal and interest payments or
any other amounts Borrower owes the Lenders under the Loan Documents when due. Any such debits (or ACH activity) shall not constitute
a set off.


 


(e)            Payments.
Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to Collateral Agent at
Collateral Agent’s office in immediately available funds on the date specified herein. Unless otherwise provided, interest is payable
monthly on the Payment Date of each month. Payments of principal and/or interest received after 12:00 noon Eastern time are considered
received at the opening of business on the next Business Day. When a payment is due on a day that is not a Business Day, the payment is
due the next Business Day and additional fees or interest, as applicable, shall continue to accrue until paid. All payments to be made
by Borrower hereunder or under any other Loan Document, including payments of principal and interest, and all fees, expenses, indemnities
and reimbursements, shall be made without set off, recoupment or counterclaim, in lawful money of the United States and in immediately
available funds.


 


(f)            Changes
in Prime Rate. In the event the Prime Rate is changed from time to time hereafter and because of any such change the Basic Rate changes,
the Basic Rate may be increased or decreased, effective as of the day of such change in the Prime Rate.


 


2.4            Fees.
Borrower shall pay to Collateral Agent:


 


(a)            Facility
Fee. The Term Loan Facility Fee, which shall be due on the Funding Date of each Term Loan with respect to such Term Loan, to be shared
among the Lenders in accordance with their respective Pro Rata Shares;


 


(b)            Final
Fee. The Final Fee, when due hereunder, to be shared among the Lenders in accordance with their respective Pro Rata Shares;


 


(c)            Prepayment
Fee. The Prepayment Fee, when due hereunder, to be shared among the Lenders in accordance with their respective Pro Rata Shares; and


 


(d)            Lenders’
Expenses. All Lenders’ Expenses (including reasonable attorneys’ fees and expenses for due diligence, investigation, documentation
and negotiation of this Agreement) incurred through and after the Effective Date, when due.


 


2.5            Withholding.
Payments received by Collateral Agent or the Lenders from Borrower hereunder will be made free and clear of and without deduction for
any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by
any governmental authority (including any interest, additions to tax or penalties applicable thereto). Specifically, however, if at any
time any Governmental Authority, applicable law, regulation or international agreement requires Borrower to make any withholding or deduction
from any such payment or other sum payable hereunder to the Lenders, Borrower hereby covenants and agrees that the amount due from Borrower
with respect to such payment or other sum payable hereunder will be increased to the extent necessary to ensure that, after the making
of such required withholding or deduction, each Lender receives a net sum equal to the sum which it would have received had no withholding
or deduction been required and Borrower shall pay the full amount withheld or deducted to the relevant Governmental Authority. Borrower
will, upon request, furnish the Lenders with proof reasonably satisfactory to the Lenders indicating that Borrower has made such withholding
payment; provided, however, that Borrower need not make any withholding payment if the amount or validity of such withholding payment
is contested in good faith by appropriate and timely proceedings and as to which payment in full is bonded or reserved against by Borrower.
The agreements and obligations of Borrower contained in this Section 2.5 shall survive the termination of this Agreement.


 


2.6          Secured
Promissory Notes. Each Term Loan shall be evidenced by a Secured Promissory Note or Notes in the form attached as Exhibit D
hereto (each a “Secured Promissory Note”), and shall be repayable as set forth in this Agreement. Borrower irrevocably
authorizes each Lender to make or cause to be made, on or about the Funding Date of any Term Loan or at the time of receipt of any payment
of principal on such Lender’s Secured Promissory Note, an appropriate notation on such Lender’s Secured Promissory Note Record
reflecting the making of such Term Loan or (as the case may be) the receipt of such payment. The outstanding amount of each Term Loan
set forth on such Lender’s Secured Promissory Note Record shall be prima facie evidence of the principal amount thereof owing and
unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on such Lender’s Secured Promissory
Note Record shall not limit or otherwise affect the obligations of Borrower under any Secured Promissory Note or any other Loan Document
to make payments of principal of or interest on any Secured Promissory Note when due. Upon receipt of an affidavit of an officer of a
Lender as to the loss, theft, destruction, or mutilation of its Secured Promissory Note, Borrower shall issue, in lieu thereof, a replacement
Secured Promissory Note in the same principal amount thereof and of like tenor.


 






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		3.	CONDITIONS OF LOANS



 


3.1            Conditions
Precedent to Initial Term Loan. Each Lender’s obligation to make the Term Loan is subject to the condition precedent that Collateral
Agent shall consent to or shall have received, in form and substance satisfactory to Collateral Agent and each Lender, such documents,
and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without
limitation, the following:


 


(a)            original
Loan Documents, each duly executed by Borrower;


 


(b)            a
completed Perfection Certificate for Borrower and each of its Subsidiaries;


 


(c)            the
Operating Documents and a good standing certificate of Borrower certified by the Secretary of State (or equivalent agency) of Borrower’s
jurisdiction of organization or formation and the Secretary of State of the State of Minnesota, each as of a date no earlier than thirty
(30) days prior to the Effective Date;


 


(d)            a
copy of resolutions of the governing body for Borrower evidencing approval of the Term Loan and other transactions evidenced by the Loan
Documents;


 


(e)            duly
executed officer’s certificates for Borrower certifying as to (i) the incumbency of each Responsible Officer executing each
Loan Document and (ii) the documents delivered pursuant to Section 3.1(d) and 3.1(e), in a form acceptable to Collateral
Agent and the Lenders;


 


(f)            certified
copies, dated as of date no earlier than thirty (30) days prior to the Effective Date, of financing statement searches, as Collateral
Agent shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing
statements either constitute Permitted Liens or have been or, in connection with the initial Term Loan, will be terminated or released;


 


(g)            a
duly executed legal opinion of counsel to Borrower dated as of the Effective Date;


 


(h)            evidence
satisfactory to Collateral Agent and the Lenders that the insurance policies required by Section 6.5 hereof are in full force and
effect;


 


(i)             evidence
(reasonably acceptable to Collateral Agent) that the aggregate amount of the Term A Loan to be made on the Effective Date is less than
or equal to fifteen percent (15.00%) of Borrower’s market capitalization (equal to the number of shares of Borrower’s issued
and outstanding shares of common stock multiplied by the closing share price of Borrower’s common stock on The Nasdaq Global Select
Market on the last trading day prior to the Effective Date);


 


(j)             payment
of the Facility Fee and Lenders’ Expenses then due as specified in Section 2.4 hereof; and


 


(k)            a
bailee waiver executed in favor of the Collateral Agent in respect of each third party bailee where Borrower maintains Collateral having
a book value in excess of Two Hundred Fifty Thousand Dollars ($250,000.00).


 






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3.2           Conditions
Precedent to all Term Loans. The obligation of each Lender to extend each Term Loan, including the initial Term Loan, is subject to
the following conditions precedent:


 


(a)            receipt
by Collateral Agent of (i) an executed Loan Payment Request Form in the form of EXHIBIT B-1 attached hereto and
(ii) an executed Disbursement Letter in the form of EXHIBIT B-2 attached hereto;


 


(b)            the
representations and warranties in Section 5 hereof shall be true, accurate and complete in all material respects on the date of each
Loan Payment Request Form and the date of each Disbursement Letter and the Funding Date of each Term Loan; provided, however, that
such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality
in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true,
accurate and complete in all material respects as of such date, and no Event of Default shall have occurred and be continuing or result
from the funding of such Term Loan;


 


(c)            in
such Lender’s reasonable discretion, there has not been any Material Adverse Change;


 


(d)            no
Event of Default or an event that with the passage of time could result in an Event of Default, shall exist;


 


(e)            to
the extent not delivered at the Effective Date, duly executed original Secured Promissory Notes, in number, form and content acceptable
to each Lender, and in favor of each Lender according to its Commitment Percentage, with respect to each Term Loan made by such Lender
after the Effective Date; and


 


(f)            payment
of the fees and Lenders’ Expenses then due as specified in Section 2.4 hereof.


 


3.3           Covenant
to Deliver. Borrower agrees to deliver to Collateral Agent and the Lenders each item required to be delivered to Collateral Agent
or the Lenders under this Agreement as a condition precedent to any Term Loan. Borrower expressly agrees that the Term Loan made prior
to the receipt by Collateral Agent or any Lender of any such item shall not constitute a waiver by Collateral Agent or any Lender of Borrower’s
obligation to deliver such item, and any such Term Loan in the absence of a required item shall be made in each Lender’s sole discretion.


 


3.4           Procedures
for Borrowing. Subject to the prior satisfaction of all other applicable conditions to the making of the Term Loan set forth in this
Agreement, to obtain the Term Loan (other than the Term Loan funded on the Effective Date), Borrower shall notify Collateral Agent (which
notice shall be irrevocable) by electronic mail, facsimile, or telephone by 12:00 noon Eastern time ten (10) Business Days (or such
shorter period as acceptable to the Lenders in their sole discretion) prior to the date the Term Loan is to be made. Together with any
such electronic, facsimile or telephonic notification, Borrower shall deliver to Collateral Agent by electronic mail or facsimile a completed
Disbursement Letter and Loan Payment Request Form executed by a Responsible Officer or his or her designee. The Collateral Agent
may rely on any telephone notice given by a person whom Collateral Agent reasonably believes is a Responsible Officer or designee.


 


		4.	CREATION OF SECURITY INTEREST



 


4.1           Grant
of Security Interest. Borrower hereby grants Collateral Agent, for the ratable benefit of the Lenders, to secure the payment and performance
in full of all of the Obligations, a continuing security interest in, and pledges to Collateral Agent, for the ratable benefit of the
Lenders, the Collateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof.
If Borrower shall acquire a commercial tort claim (as defined in the Code), Borrower shall grant to Collateral Agent, for the ratable
benefit of the Lenders, a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing
to be in form and substance reasonably satisfactory to Collateral Agent.


 


If this Agreement is terminated, Collateral Agent’s
Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon
payment in full in cash of the Obligations (other than inchoate indemnity obligations) and at such time as the Lenders’ obligation
to extend the Term Loan has terminated, Collateral Agent shall, at the sole cost and expense of Borrower, release its Liens in the Collateral
and all rights therein shall revert to Borrower. Collateral Agent shall, at Borrower’s sole cost and expense, execute such further
documents and take such further actions as may be reasonably necessary to make effective the release contemplated by this Section 4.1,
including duly authorizing and delivering termination statements for filing in all relevant jurisdictions under the Code.


 






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4.2          Authorization
to File Financing Statements. Borrower hereby authorizes Collateral Agent to file financing statements and other documents, and take
such other actions as may be required to perfect Collateral Agent’s security interests in the Collateral, without notice to Borrower,
with all appropriate jurisdictions to perfect or protect Collateral Agent’s interest or rights under the Loan Documents.


 


4.3          Pledge
of Collateral. Borrower hereby pledges, assigns and grants to Collateral Agent, for the ratable benefit of the Lenders, a security
interest in all the Shares, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon,
all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing,
as security for the performance of the Obligations. On the Effective Date, or, to the extent not certificated as of the Effective Date,
within ten (10) days of the certification of any Shares, the certificate or certificates for the Shares will be delivered to Collateral
Agent, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent required by the terms and conditions
governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to
reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Collateral Agent may
effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Collateral
Agent and cause new (as applicable) certificates representing such securities to be issued in the name of Collateral Agent or its transferee.
Borrower will execute and deliver such documents, and take or cause to be taken such actions, as Collateral Agent may reasonably request
to perfect or continue the perfection of Collateral Agent’s security interest in the Shares. Unless an Event of Default shall have
occurred and be continuing, Borrower shall be entitled to exercise any voting rights with respect to the Shares and to give consents,
waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken
which would constitute or create any violation of any of the terms of this Agreement. All such rights to vote and give consents, waivers
and ratifications shall terminate upon the occurrence and continuance of an Event of Default.


 


		5.	REPRESENTATIONS AND WARRANTIES



 


Borrower represents and warrants to Collateral
Agent and the Lenders as follows:


 


5.1          Due
Organization, Authorization: Power and Authority. Borrower and each of its Subsidiaries is duly existing and in good standing as a
Registered Organization in its jurisdictions of organization or formation and Borrower and each of its Subsidiaries is qualified and licensed
to do business and is in good standing in any jurisdiction in which the conduct of its businesses or its ownership of property requires
that it be qualified except where the failure to do so could not reasonably be expected to have a Material Adverse Change. In connection
with this Agreement, Borrower and each of its Subsidiaries has delivered to Collateral Agent a completed perfection certificate and any
updates or supplements thereto on or before the Effective Date (as may be further updated or supplemented pursuant to Section 6.2(b),
each a “Perfection Certificate” and collectively, the “Perfection Certificates”). Borrower represents
and warrants that all the information set forth on the most recent Perfection Certificate delivered pursuant to Section 6.2(b) pertaining
to Borrower and each of its Subsidiaries is accurate and complete as of the date set forth therein.


 


The execution, delivery and performance by Borrower
and each of its Subsidiaries of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with
any of Borrower’s or such Subsidiaries’ organizational documents, including its respective Operating Documents, (ii) contravene,
conflict with, constitute a default under or violate any material Requirement of Law applicable thereto, (iii) contravene, conflict
or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower
or such Subsidiary, or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration,
or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already
been obtained and are in full force and effect) or are being obtained pursuant to Section 6.1(b), or (v) constitute an event
of default under any material agreement by which Borrower or any of such Subsidiaries, or their respective properties, is bound. Neither
Borrower nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or any of its assets is bound
in which such default could reasonably be expected to have a Material Adverse Change.


 






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5.2           Collateral.


 


(a)            Borrower
has good title to, has rights in, and the power to transfer each item of the Collateral upon which it purports to grant a Lien under the
Loan Documents, free and clear of any and all Liens except Permitted Liens, and Borrower does not have any Deposit Accounts, Securities
Accounts, Commodity Accounts or other investment accounts other than the Collateral Accounts or the other investment accounts, if any,
described in the Perfection Certificate delivered to Collateral Agent in connection herewith with respect of which Borrower has given
Collateral Agent notice and taken such actions as are necessary to give Collateral Agent a perfected security interest therein (to the
extent required hereby). The Accounts are bona fide, existing obligations of the Account Debtors.


 


(b)            The
provisions of this Agreement are sufficient to create a legal and valid security interest in the Collateral in favor of Collateral Agent,
and, assuming the proper filing of one or more financing statement(s) identifying the Collateral (as proposed to be filed by Collateral
Agent) with the Secretary of State of Delaware, the security interest in the Collateral granted to Collateral Agent pursuant to this Agreement
will be perfected in that portion of such Collateral in which a security interest may be perfected by the filing of a financing statement
under the Code (excluding commercial tort claims and timber to be cut) and to the extent perfected in accordance with the foregoing, such
security interests will constitute first priority security interests, subject only to Permitted Liens that are permitted by the terms
of this Agreement to have priority to Collateral Agent’s Lien.


 


(c)            On
the Effective Date, and except as disclosed on the Perfection Certificate (i) the Collateral is not in the possession of any third
party bailee, and (ii) no such third party bailee possesses components of the Collateral in excess of Two Hundred Fifty Thousand
Dollars ($250,000.00).


 


(d)            All
Inventory and Equipment is in all material respects of good and marketable quality, free from material defects.


 


(e)            Borrower
and each of its Subsidiaries is the sole owner of the Intellectual Property each respectively purports to own, free and clear of all Liens
other than Permitted Liens. Except as noted on the Perfection Certificates, neither Borrower nor any of its Subsidiaries is a party to,
nor is bound by, any material license or other Material Agreement.


 


5.3           Litigation.
Except as disclosed on the Perfection Certificate, there are no actions, suits, investigations, or proceedings pending or, to the Knowledge
of the Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries involving more than Two Hundred Fifty
Thousand Dollars ($250,000.00) or a claim for infringement of any intellectual property. Except as disclosed on the Perfection Certificate,
there are no actions, suits, investigations or proceedings pending or, to the Knowledge of the Responsible Officers, threatened in writing
by or against Borrower or any Subsidiaries involving challenges to the validity of the Intellectual Property.


 


5.4           No
Material Adverse Change; Financial Statements. All consolidated financial statements for Borrower and its Subsidiaries, delivered
to Collateral Agent fairly present, in conformity with GAAP, in all material respects the consolidated financial condition of Borrower
and its Subsidiaries, and the consolidated results of operations of Borrower and its Subsidiaries. Since the date of the most recent financial
statements submitted to Collateral Agent, there has not been a Material Adverse Change.


 


5.5           Solvency.
Borrower and each of its Subsidiaries, when taken as a whole, is Solvent.


 






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5.6          Regulatory
Compliance. Neither Borrower nor any of its Subsidiaries is an “investment company” or a company “controlled”
by an “investment company” under the Investment Company Act of 1940, as amended. Neither Borrower nor any of its Subsidiaries
is engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve
Board of Governors). Borrower and each of its Subsidiaries has complied in all material respects with the Federal Fair Labor Standards
Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding
company” or a “subsidiary company” of a “holding company” as each term is defined and used in the Public
Utility Holding Company Act of 2005. Neither Borrower nor any of its Subsidiaries has violated any laws, ordinances or rules, the violation
of which could reasonably be expected to have a Material Adverse Change. Neither Borrower’s nor any of its Subsidiaries’ properties
or assets has been used by Borrower or such Subsidiary or, to Borrower’s Knowledge, by previous Persons, in disposing, producing,
storing, treating, or transporting any hazardous substance other than in material compliance with applicable laws. Borrower and each of
its Subsidiaries has obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices
to, all Governmental Authorities that are necessary to continue their respective businesses as currently conducted except where the failure
to do so could not reasonably be expected to have a Material Adverse Change.


 


None of Borrower, any of its Subsidiaries, or
to the Knowledge of Borrower, any of Borrower’s or its Subsidiaries’ Affiliates or any of their respective agents acting or
benefiting in any capacity in connection with the transactions contemplated by this Agreement is (i) in violation of any Anti Terrorism
Law, (ii) engaging in or conspiring to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding
or attempts to violate, any of the prohibitions set forth in any Anti Terrorism Law, or (iii) is a Blocked Person. None of Borrower,
any of its Subsidiaries, or to the Knowledge of Borrower, any of their Affiliates or agents, acting or benefiting in any capacity in connection
with the transactions contemplated by this Agreement, (x) conducts any business or engages in making or receiving any contribution
of funds, goods or services to or for the benefit of any Blocked Person, or (y) deals in, or otherwise engages in any transaction
relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order or other
Anti Terrorism Law.


 


5.7          Investments.
Neither Borrower nor any of its Subsidiaries owns any stock, shares, partnership interests or other equity securities except for Permitted
Investments.


 


5.8          Tax
Returns and Payments; Pension Contributions. Borrower and each of its Subsidiaries has timely filed all required tax returns and reports,
and Borrower and each of its Subsidiaries, has timely paid all foreign, federal, state, and local taxes, assessments, deposits and contributions
owed by Borrower and such Subsidiaries in an amount greater than One Hundred Thousand Dollars ($100,000.00), in all jurisdictions in which
Borrower or any such Subsidiary is subject to taxes, including the United States, unless such taxes are being contested in accordance
with the next sentence. Borrower and each of its Subsidiaries, may defer payment of any contested taxes, provided that Borrower or such
Subsidiary in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted.
Neither Borrower nor any of its Subsidiaries is aware of any claims or adjustments proposed for any of Borrower’s or such Subsidiaries’
prior tax years which could result in additional material taxes becoming due and payable by Borrower or its Subsidiaries. Borrower and
each of its Subsidiaries have paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in
accordance with their terms, and neither Borrower nor any of its Subsidiaries have, withdrawn from participation in, and have not permitted
partial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably
be expected to result in any liability of Borrower or its Subsidiaries, including any liability to the Pension Benefit Guaranty Corporation
or its successors or any other Governmental Authority.


 


5.9          Use
of Proceeds. Borrower shall use the proceeds of the Term Loan solely as working capital and to fund its general business requirements
in accordance with the provisions of this Agreement, and not for personal, family, household or agricultural purposes.


 


5.10        Full
Disclosure. No written representation, warranty or other statement of Borrower or any of its Subsidiaries in any certificate or written
statement given to Collateral Agent or any Lender in connection with the transactions contemplated hereby, as of the date such representation,
warranty, or other statement was made, taken together with all such written certificates and written statements given to Collateral Agent
or any Lender, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained
in the certificates or statements not misleading (it being recognized that projections and forecasts provided by Borrower in good faith
and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections
and forecasts may differ from the projected or forecasted results).


 


		6.	AFFIRMATIVE COVENANTS



 


Borrower shall, and shall cause each of its Subsidiaries
to, do all of the following:


 






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6.1           Government
Compliance.


 


(a)            Maintain
its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of organization and maintain qualification
in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Change. Comply with all
laws, ordinances and regulations to which Borrower or any of its Subsidiaries is subject, the noncompliance with which could reasonably
be expected to have a Material Adverse Change.


 


(b)            Obtain
and keep in full force and effect, all of the material Governmental Approvals necessary for the performance by Borrower and its Subsidiaries
of their respective businesses and obligations under the Loan Documents and the grant of a security interest to Collateral Agent for the
ratable benefit of the Lenders, in all of the Collateral.


 


6.2           Financial
Statements, Reports, Certificates; Notices.


 


(a)            Deliver
to Collateral Agent:


 


(i)             as
soon as available, but no later than thirty (30) days after the last day of each fiscal month (other than the last fiscal month of any
fiscal quarter) of Borrower, a company prepared summary financial statement covering the consolidated operations of Borrower and its Subsidiaries
for such fiscal month in a form reasonably acceptable to Collateral Agent;


 


(ii)            as
soon as available and in any event no later than forty-five (45) days after the last day of each fiscal quarter of each fiscal year of
Borrower, a company prepared consolidated balance sheet, income statement and cash flow statement covering the consolidated operations
of Borrower and its Subsidiaries for such quarter in reasonable detail and certified by a Responsible Officer as fairly presenting, in
all respects, the financial position of Borrower and its Subsidiaries as at the end of such quarter, and in a form reasonably acceptable
to Collateral Agent;


 


(iii)           as
soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year or within five (5) days
of filing with the Securities and Exchange Commission, audited consolidated financial statements prepared under GAAP, consistently applied,
together with an opinion from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion;
provided that such audited consolidated financial statements shall include an unqualified opinion of Borrower’s independent
certified public accounting firm on such financial statements (except with respect to a going concern qualification);


 


(iv)          as
soon as available after approval thereof by Borrower’s board of directors, but no later than the earlier of ten (10) days after
such approval and forty-five (45) days after the last day of Borrower’s fiscal year, Borrower’s annual (A) financial
projections and (B) budget, in each case, for the entire current fiscal year as approved by Borrower’s board of directors;
provided that, any revisions to such projections and/or budget approved by Borrower’s board of directors shall be delivered to Collateral
Agent no later than seven (7) days after such approval);


 


(v)           within
five (5) days of filing, all reports on Form 10 K, 10 Q and 8 K filed with the Securities and Exchange Commission;


 


(vi)          within
five (5) days of delivery, copies of all non-ministerial statements, reports and notices made available to Borrower’s board
of directors, security holders or holders of Subordinated Debt, except any information that: (A) Borrower determines in good faith
upon advice of its counsel that the receipt of such information by Collateral Agent would jeopardize the attorney-client privilege between
Borrower and its counsel, or any Subsidiary and its counsel, (B is highly confidential proprietary information of Borrower or any
Subsidiary or (iii) relates to Borrower’s or any Subsidiaries’ strategy or negotiating position with respect to Collateral
Agent or any Lender;


 






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(vii)         prompt
notice of any amendments of or other changes to the Operating Documents of Borrower, together with any copies reflecting such amendments
or changes with respect thereto;


 


(viii)        no
later than thirty (30) days after the last day of each month, copies of the month end account statements for each Collateral Account maintained
by Borrower and each Subsidiary of Borrower, which statements may be provided to Collateral Agent by Borrower or directly from the applicable
institution(s);


 


(ix)           prompt
delivery of (and in any event within five (5) days after the same are sent or received) copies of all material correspondence, reports,
documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any
of the Governmental Approvals material to Borrower’s business or otherwise could reasonably be expected to have a Material Adverse
Change;


 


(x)            prompt
notice of any event that (A) could reasonably be expected to materially and adversely affect the Borrower’s Intellectual Property,
and (B) could reasonably be expected to result in a Material Adverse Change;


 


(xi)           written
notice at least ten (10) days’ prior to Borrower’s creation of a New Subsidiary in accordance with the terms of Section 6.10;


 


(xii)          written
notice at least thirty (30) days’ prior to Borrower’s (A) adding any new offices or business locations, including warehouses
(unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00) in assets or property
of Borrower), (B) changing its jurisdiction of organization, (C) changing its organizational structure or type, (D) changing
its legal name, or (E) changing any organizational number (if any) assigned by its jurisdiction of organization;


 


(xiii)         concurrently
with the delivery of monthly financial statements pursuant to Section 6.2(a)(i) above, an updated Intellectual Property report
reflecting any registrations or filings of any Intellectual Property


 


(xiv)         written
notice of any litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which
could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars
($250,000.00) or more or which could reasonably be expected to have a Material Adverse Change;


 


(xv)          upon
Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both,
would constitute an Event of Default, prompt (and in any event within three (3) Business Days) written notice of such occurrence,
which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or
passage of time, or both, would constitute an Event of Default;


 


(xvi)         immediate
notice if Borrower or such Subsidiary has Knowledge that Borrower, or any Subsidiary or Affiliate of Borrower, is listed on the OFAC Lists
or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over
on charges involving money laundering or predicate crimes to money laundering;


 


(xvii)        notice
of any commercial tort claim of Borrower and of the general details thereof;


 


(xviii)       if
any Subsidiary of Borrower becomes a Registered Organization, written notice of such occurrence and information regarding such Person’s
organizational identification number within seven (7) Business Days of receiving such organizational identification number; and


 


(xix)         other
information as reasonably requested by Collateral Agent or any Lender.


 


Notwithstanding the foregoing, documents required
to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the Securities
and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which
Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address.


 






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(b)           Concurrently
with the delivery of the financial statements specified in Section 6.2(a)(ii) above, deliver to Collateral Agent:


 


(i)             a
duly completed Compliance Certificate signed by a Responsible Officer;


 


(ii)            an
updated Perfection Certificate to reflect any amendments, modifications and updates to certain information in the Perfection Certificate
after the Effective Date to the extent such amendments, modifications and updates are permitted by one or more specific provisions in
this Agreement; any amendments, modifications and updates not permitted by one or more specific provisions in this Agreement are subject
to the review and approval of Collateral Agent;


 


(iii)           copies
of any material Governmental Approvals obtained by Borrower or any of its Subsidiaries;


 


(iv)          written
notice of the commencement of, and any material development in, the proceedings contemplated by Section 5.8 hereof (if any); and


 


(v)           written
notice of all returns, recoveries, disputes and claims regarding Inventory that involve more than One Hundred Thousand Dollars ($100,000.00)
individually or in the aggregate in any calendar year.


 


(c)            Keep
proper, complete and true books of record and account in accordance with GAAP in all material respects. Borrower shall, and shall cause
each of its Subsidiaries to, allow, at the sole cost of Borrower, Collateral Agent or any Lender, during regular business hours upon reasonable
prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect
any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and
analysis of its operations and the Collateral. Such audits shall be conducted no more often than once every year unless (and more frequently
if) an Event of Default has occurred and is continuing. Notwithstanding the foregoing, upon request of Collateral Agent, Borrower agrees
to permit Collateral Agent to communicate with Borrower’s accounting firm (in the presence of a representative of Borrower) with
respect to the consolidated financial statements delivered pursuant to this Section 6.2.


 


6.3           Inventory;
Returns. Keep all Inventory in good and marketable condition, free from material defects (ordinary wear and tear excepted). Returns
and allowances between Borrower, or any of its Subsidiaries, and their respective Account Debtors shall follow Borrower’s, or such
Subsidiary’s, customary practices as they exist at the Effective Date.


 


6.4           Taxes;
Pensions. Timely file and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and
require each of its Subsidiaries to timely pay, all foreign, federal, state, and local taxes, assessments, deposits and contributions
owed by Borrower or its Subsidiaries, except as otherwise permitted pursuant to the terms of Section 5.8 hereof, and shall deliver
to Collateral Agent, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present
pension, profit sharing and deferred compensation plans in accordance with the terms of such plans.


 






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6.5          Insurance.
Keep Borrower’s and its Subsidiaries’ business and the Collateral insured for risks and in amounts standard for companies
in Borrower’s and its Subsidiaries’ industry and location and as Collateral Agent may reasonably request, including, but not
limited to, D&O insurance reasonably satisfactory to Collateral Agent. Insurance policies shall be in a form, with companies, and
in amounts that are reasonably satisfactory to Collateral Agent and Lenders (it being understood that the form, companies, amounts and
types of coverages provided to Collateral Agent as of the date hereof are satisfactory to Collateral Agent and Lenders). All property
policies shall have a lender’s loss payable endorsement showing Collateral Agent as lender loss payee and waive subrogation against
Collateral Agent, and all liability policies shall show, or have endorsements showing, Collateral Agent, as additional insured. The Collateral
Agent shall be named as lender loss payee and/or additional insured with respect to any such insurance providing coverage in respect of
any Collateral, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent
instruments furnished to the Collateral Agent, that it will give the Collateral Agent thirty (30) days’ prior written notice before
any such policy or policies shall be materially altered or canceled (other than cancellation for non-payment of premiums, for which ten
(10) days’ prior written notice shall be required). At Collateral Agent’s request, Borrower shall deliver certified copies
of policies and evidence of all premium payments. Proceeds payable under any policy shall, at Collateral Agent’s option, be payable
to Collateral Agent, for the ratable benefit of the Lenders, on account of the Obligations. Notwithstanding the foregoing, (a) so
long as no Event of Default has occurred and is continuing, Borrower shall have the option of applying the proceeds of any casualty policy
within 90 days of receipt thereof up to Five Hundred Thousand Dollars ($500,000.00) with respect to any loss, but not exceeding Five Hundred
Thousand Dollars ($500,000.00), in the aggregate for all losses under all casualty policies in any one year, toward the replacement or
repair of destroyed or damaged property; provided that any such replaced or repaired property (i) shall be of equal or like value
as the replaced or repaired Collateral and (ii) shall be deemed Collateral in which Collateral Agent has been granted a first priority
security interest, and (b) after the occurrence and during the continuance of an Event of Default, all proceeds payable under such
casualty policy shall, at the option of Collateral Agent, be payable to Collateral Agent, for the ratable benefit of the Lenders, on account
of the Obligations. If Borrower or any of its Subsidiaries fails to obtain insurance as required under this Section 6.5 or to pay
any amount or furnish any required proof of payment to third persons, Collateral Agent and/or any Lender may make (but has no obligation
to do so), at Borrower’s expense, all or part of such payment or obtain such insurance policies required in this Section 6.5,
and take any action under the policies Collateral Agent or such Lender deems prudent.


 


6.6          Operating
Accounts. Borrower shall provide Collateral Agent ten (10) days’ prior written notice before Borrower or any of its Subsidiaries
establishes any Collateral Account. In addition, for each Collateral Account that Borrower at any time maintains, Borrower shall cause
the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement
or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account
in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement may not be terminated
without prior written consent of Collateral Agent (except pursuant to the terms of any such Control Agreement). The provisions of the
previous sentence shall not apply to deposit accounts (i) exclusively used for payroll, payroll taxes and other employee wage and
benefit payments to or for the benefit of Borrower’s, or any of its Subsidiaries’, employees or (ii) with financial institutions
outside of the United States, provided that the aggregate amount on deposit in all such deposit or securities accounts shall not exceed
$350,000 and in each case, identified to Collateral Agent by Borrower as such in the Perfection Certificate.


 


6.7          Protection
of Intellectual Property Rights. Borrower and each of its Subsidiaries shall: (a) protect, defend and maintain the validity and
enforceability of its Intellectual Property that is material to its business; (b) promptly advise Collateral Agent in writing of
a challenge to the validity, or material infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual
Property material to its business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written
consent. If Borrower or any of its Subsidiaries (i) obtains any patent, registered trademark or servicemark, registered copyright,
registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii) applies
for any patent or the registration of any trademark or servicemark, then Borrower or such Subsidiary shall substantially contemporaneously
provide written notice thereof to Collateral Agent and Borrower shall execute such intellectual property security agreements and other
documents and take such other actions as Collateral Agent shall reasonably request in its good faith business judgment to perfect and
maintain a first priority perfected security interest in favor of Collateral Agent, for the ratable benefit of the Lenders, in such property
of Borrower. If Borrower or any of its Subsidiaries decides to register any copyrights or mask works in the United States Copyright Office,
Borrower or such Subsidiary shall: (x) provide Collateral Agent with at least ten (10) days prior written notice of Borrower’s
or such Subsidiary’s intent to register such copyrights or mask works together with a copy of the application it intends to file
with the United States Copyright Office (excluding exhibits thereto); (y) Borrower shall execute an intellectual property security
agreement and such other documents and take such other actions as Collateral Agent may reasonably request in its good faith business judgment
to perfect and maintain a first priority perfected security interest in favor of Collateral Agent, for the ratable benefit of the Lenders,
in the copyrights or mask works intended to be registered with the United States Copyright Office by Borrower; and (z) record such
intellectual property security agreement with the United States Copyright Office contemporaneously with filing the copyright or mask work
application(s) with the United States Copyright Office. Borrower shall promptly provide to Collateral Agent with evidence of the
recording of the intellectual property security agreement necessary for Collateral Agent to perfect and maintain a first priority perfected
security interest in such property, subject to Permitted Liens.


 






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6.8          Litigation
Cooperation. Commencing on the Effective Date and continuing through the termination of this Agreement, make available to Collateral
Agent and the Lenders, without expense to Collateral Agent or the Lenders, Borrower and each of Borrower’s officers, employees and
agents and Borrower’s Books, to the extent that Collateral Agent or any Lender may reasonably deem them necessary to prosecute or
defend any third party suit or proceeding instituted by or against Collateral Agent or any Lender with respect to any Collateral or relating
to Borrower.


 


6.9          Landlord
Waivers; Bailee Waivers. In the event that Borrower, after the Effective Date, intends to add any new offices or business locations,
including warehouses, or otherwise store any portion of the Collateral with, or deliver any portion of the Collateral to, a bailee (unless
such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00) in assets or property of Borrower),
then Borrower will first provide written notice to Collateral Agent and, in the event that the Collateral at any new location is valued
in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) in the aggregate, at Collateral Agent’s election, such bailee or landlord,
as applicable, must execute and deliver a bailee waiver or landlord waiver, as applicable, in form and substance reasonably satisfactory
to Collateral Agent promptly following the addition of any new offices or business locations, or any such storage with or delivery to
any such bailee, as the case may be.


 


6.10        Creation/Acquisition
of Subsidiaries. In the event any Borrower or any Subsidiary of any Borrower creates or acquires any Subsidiary after the Effective
Date, Borrower or such Subsidiary shall promptly notify Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary
shall take all actions reasonably requested by Collateral Agent to achieve any of the following with respect to such “New Subsidiary”
(defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause such New Subsidiary to become
either a co-Borrower hereunder if such New Subsidiary is organized under the laws of the United States or a secured guarantor with respect
to the Obligations; and (ii) to grant and pledge to Collateral Agent a perfected security interest in the Shares of such New Subsidiary;
provided, however, that solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an
acquisition permitted by this Agreement, such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under
the Loan Documents or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary.


 


6.11        Further
Assurances. Execute any further instruments and take further action as Collateral Agent or any Lender reasonably requests to perfect
or continue Collateral Agent’s Lien in the Collateral or to effect the purposes of this Agreement, including without limitation,
permit Collateral Agent to discuss Borrower’s financial condition with Borrower’s accountants (in the presence of a representative
of Borrower).


 


6.12        Financial
Covenant.


 


(a)            Borrower
shall deliver to Collateral Agent the Management Plan prior to the earlier of (i) September 30, 2025 or (ii) Funding Date
of the Term C Loan, which Management Plan shall cover all applicable periods commencing on the third anniversary of the Effective Date
through the Maturity Date.


 


(b)            Borrower
shall achieve the following TTM Revenue, as determined by Collateral Agent: As tested on the last day of each quarter beginning with the
quarter ending on the earlier of (i) September 30, 2025 or (ii) the last day of the quarter in which the Term C Loan is
made, actual TTM Revenue for the 12-month period then ended in an amount not less than fifty percent (50.00%) of the projections for the
same 12-month period as then ended as set forth in the Management Plan.


 


(c)            Notwithstanding
anything herein to the contrary, Borrower shall not be obligated to comply with Section 6.12(b) for any quarter if the TTM Revenue
for the 12-month period ended on the last date of immediately preceding quarter was greater than One Hundred Million Dollars ($100,000,000.00).


 






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6.13        Liquidity
Covenant. Borrower shall at all times maintain in one or more Collateral Accounts maintained in the United Stated and subject to Control
Agreement(s) in favor of Collateral Agent a cash balance of not less than five percent (5.00%) of the aggregate principal amount
of Term Loans outstanding under this Agreement. The minimum liquidity is subject to appropriate increase upon written notice to Borrower
from Collateral Agent in the event of Borrower’s ongoing or recurring delinquency in payment of its rent or accounts payable to
critical vendors.


 


6.14        Material
Agreements. Concurrently with the delivery of monthly financial statements pursuant to Section 6.2(a)(i), Borrower shall provide
Collateral Agent notice of the termination of any Material Agreement that occurred since the last delivery of monthly financial statements.


 


		7.	NEGATIVE COVENANTS



 


Borrower shall not, and shall not permit any of
its Subsidiaries to, do any of the following without the prior written consent of the Required Lenders:


 


7.1          Dispositions.
Convey, sell, lease, transfer, assign, dispose of (collectively, “Transfer”), or permit any of its Subsidiaries to
Transfer, any part of its business or property valued in excess of One Hundred Thousand Dollars ($100,000.00) (including Intellectual
Property), except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn out or obsolete Equipment;
(c) in connection with Permitted Liens, Permitted Investments and Permitted Licenses; and (d) having a fair market value not
in excess of $250,000 during any fiscal year but not including Intellectual Property.


 


7.2          Changes
in Business, Management, Ownership, or Business Locations. (a) Engage in or permit any of its Subsidiaries to engage in any business
other than the businesses engaged in by Borrower or such Subsidiary, as applicable, as of the Effective Date or reasonably related thereto
or such other businesses disclosed to Collateral Agent in writing prior to the Effective Date; (b) liquidate or dissolve; (c) any
Key Person shall cease to be actively engaged in the management of Borrower unless written notice thereof is provided to Collateral Agent
and each Lender within ten (10) days of such; or (d) enter into any transaction or series of related transactions that results
in (i) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning
of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date
hereof), of equity interests representing more than 49% of the issued and outstanding voting stock of Borrower or (ii) Borrower ceasing
to own 100% of the ownership interests of a Subsidiary of Borrower. Borrower shall not, without at least thirty (30) days’ prior
written notice to Collateral Agent: (A) add any new offices or business locations, including warehouses (unless such new officers
or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00) in assets or property of Borrower), (B) change
its jurisdiction of organization, (C) change its organizational structure or type, (D) change its legal name, or (E) change
any organizational number (if any) assigned by its jurisdiction of organization.


 


7.3          Mergers
or Acquisitions. Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with any other Person, or acquire,
or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock, shares or property of another Person. A Subsidiary
may merge or consolidate into another Subsidiary (provided such surviving Subsidiary is a “co Borrower” hereunder or has provided
a secured Guaranty of Borrower’s Obligations hereunder to the extent required pursuant to Section 6.10 hereof) or with (or
into) Borrower provided Borrower is the surviving legal entity, and as long as no Event of Default is occurring prior thereto or arises
as a result therefrom.


 


7.4          Indebtedness.
Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.


 


7.5          Encumbrance.
Create, incur, allow, or suffer any Lien on any of its property, or assign or convey any right to receive income, including the sale of
any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or permit any Collateral not to be subject to the
first priority security interest granted herein (except for Permitted Liens), or enter into any agreement, document, instrument or other
arrangement (except with or in favor of Collateral Agent, for the ratable benefit of the Lenders) with any Person which directly or indirectly
prohibits or has the effect of prohibiting Borrower, or any of its Subsidiaries, from assigning, mortgaging, pledging, granting a security
interest in or upon, or encumbering any of Borrower’s or such Subsidiary’s Intellectual Property, except as is otherwise permitted
in Section 7.1 hereof and the definition of “Permitted Liens”.


 






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7.6          Maintenance
of Collateral Accounts. Maintain any Collateral Account except pursuant to the terms of Section 6.6 hereof.


 


7.7          Restricted
Payments. Pay any dividends (other than dividends payable solely in capital stock) or make any distribution or payment in respect
of or redeem, retire or purchase any capital stock (other than repurchases pursuant to the terms of employee stock purchase plans, employee
restricted stock agreements, stockholder rights plans, director or consultant stock option plans, or similar plans, provided such repurchases
do not exceed One Hundred Thousand Dollars ($100,000.00) in the aggregate per fiscal year).


 


7.8           Investments.
Directly or indirectly make any Investment other than Permitted Investments, or permit any of its Subsidiaries to do so.


 


7.9          Transactions
with Affiliates. Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrower or any
of its Subsidiaries, except for (a) transactions that are in the ordinary course of Borrower’s or such Subsidiary’s business,
upon fair and reasonable terms that are no less favorable to Borrower or such Subsidiary than would be obtained in an arm’s length
transaction with a non affiliated Person, (b) Subordinated Debt or equity investments by Borrower’s investors in Borrower or
its Subsidiaries and (c) transactions expressly permitted by any other section of this Agreement to be carried out between Borrower
and its Subsidiaries or Affiliates.


 


7.10        Subordinated
Debt. (a) Make or permit any payment on any Subordinated Debt, except under the terms of the subordination, intercreditor, or
other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated
Debt which would increase the amount thereof or adversely affect the subordination thereof to Obligations owed to the Lenders.


 


7.11        Compliance.
Become an “investment company” or a company controlled by an “investment company”, under the Investment Company
Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined
in Regulation U of the Board of Governors of the Federal Reserve System), or use the proceeds of any Term Loan for that purpose; fail
to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur;
fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the failure to comply or violation
could reasonably be expected to have a Material Adverse Change, or permit any of its Subsidiaries to do so; withdraw or permit any Subsidiary
to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect
to, any present pension, profit sharing and deferred compensation plan which could reasonably be expected to result in any liability of
Borrower or any of its Subsidiaries, including any material liability to the Pension Benefit Guaranty Corporation or its successors or
any other Governmental Authority.


 


7.12        Compliance
with Anti Terrorism Laws. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries permit
any Affiliate to, directly or indirectly, knowingly enter into any documents, instruments, agreements or contracts with any Person listed
on the OFAC Lists. Neither Borrower nor any of its Subsidiaries shall, nor shall Borrower or any of its Subsidiaries, permit any Affiliate
to, directly or indirectly, (i) conduct any business or engage in any transaction or dealing with any Blocked Person, including,
without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person,
(ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive
Order No. 13224 or any similar executive order or other Anti Terrorism Law, or (iii) engage in or conspire to engage in any
transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth
in Executive Order No. 13224 or other Anti Terrorism Law.


 


		8.	EVENTS OF DEFAULT



 


Any one of the following shall constitute an event
of default (an “Event of Default”) under this Agreement:


 






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8.1          Payment
Default. Borrower fails to (a) make any payment of principal or interest on any Term Loan on its due date, or (b) pay any
other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) Business Day grace
period shall not apply to payments due on the Maturity Date or the date or acceleration pursuant to Section 9.1 (a) hereof);


 


8.2          Covenant
Default.


 


(a)            Borrower
or any of its Subsidiaries fails or neglects to perform any obligation in Sections 6.2 (Financial Statements, Reports, Certificates),
6.4 (Taxes), 6.5 (Insurance), 6.6 (Operating Accounts), 6.7 (Protection of Intellectual Property Rights), 6.9 (Landlord Waivers; Bailee
Waivers), 6.10 (Creation/Acquisition of Subsidiaries), 6.12 (Financial Covenant) or 6.13 (Liquidity Covenant) or Borrower violates any
provision in Section 7; provided, however, in the event that the Borrower fails to comply with the requirements of the financial
covenant set forth in Section 6.12(b), Borrower may cure such breach by means of submitting a new financial plan to Collateral Agent
(which financial plan must be acceptable to Collateral Agent) no later than thirty (30) days after Borrower’s knowledge of the occurrence
of such breach and raising, no later than sixty (60) days after the submission of such financial plan to Collateral Agent, such amount
of capital from the sale and issuance of its equity securities as required per the new financial plan; provided, that upon such cure the
parties shall amend the covenant in Section 6.12(b) in accordance with the new financial plan which amendment must be acceptable
to Collateral Agent and shall, among other things, require Borrower to achieve 100% of the revenue projections set forth in the new financial
plan; or


 


(b)            Borrower,
or any of its Subsidiaries, fails or neglects to perform, keep, or observe any other term, provision, condition, covenant or agreement
contained in this Agreement or any Loan Documents, and as to any default (other than those defaults otherwise specified in this Section 8)
under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) Business
Days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured within the ten (10) Business
Day period or cannot after diligent attempts by Borrower be cured within such ten (10) Business Day period, and such default is likely
to be cured within a reasonable time, then Borrower shall have an additional period (which shall not in any case exceed thirty (30) days)
to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of
Default (but no Term Loan shall be made during such cure period);


 


8.3          Material
Adverse Change. In Collateral Agent’s reasonable discretion, a Material Adverse Change has occurred;


 


8.4          Attachment;
Levy; Restraint on Business.


 


(a)            (i) The
service of process seeking to attach, by trustee or similar process, any funds of Borrower or any of its Subsidiaries on deposit with
any institution at which Borrower or any of its Subsidiaries maintains a Collateral Account, or (ii) a notice of lien, levy, or assessment
is filed against Borrower or any of its Subsidiaries or their respective assets by any government agency, and the same under subclauses
(i) and (ii) hereof are not, within ten (10) days after the occurrence thereof, discharged or stayed (whether through the
posting of a bond or otherwise); and


 


(b)            (i) any
material portion of Borrower’s or any of its Subsidiaries’ assets is attached, seized, levied on, or comes into possession
of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower or any of its Subsidiaries from conducting
any part of its business;


 


8.5          Insolvency.
(a) Borrower or any of its Subsidiaries is or becomes Insolvent; (b) Borrower or any of its Subsidiaries begins an Insolvency
Proceeding; or (c) an Insolvency Proceeding is begun against Borrower or any of its Subsidiaries and not dismissed or stayed within
forty-five (45) days (but no Term Loan shall be extended while Borrower or any Subsidiary is Insolvent and/or until any Insolvency Proceeding
is dismissed);


 


8.6          Other
Agreements. There is a default in any agreement to which Borrower or any of its Subsidiaries is a party with a third party or parties
resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount
in excess of Two Hundred Fifty Thousand Dollars ($250,000.00) or that could reasonably be expected to have a Material Adverse Change;


 






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8.7          Judgments.
(a) One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least
Two Hundred Fifty Thousand Dollars ($250,000.00) (not covered by independent third party insurance) shall be rendered against Borrower
or any of its Subsidiaries and shall remain unsatisfied, unvacated, or unstayed for a period of ten (10) days after the entry thereof
or (b) any judgments, orders or decrees rendered against Borrower that could reasonably be expected to result in a Material Adverse
Change;


 


8.8          Misrepresentations.
Borrower or any of its Subsidiaries or any officer or director of Borrower acting for Borrower or any of its Subsidiaries makes any representation,
warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Collateral Agent and/or
Lenders in connection with this Agreement or to induce Collateral Agent and/or the Lenders to enter this Agreement or any Loan Document,
and such representation, warranty, or other statement, when taken as a whole, is incorrect in any material respect when made;


 


8.9          Subordinated
Debt. A default or breach occurs under any agreement between Borrower or any of its Subsidiaries and any creditor of Borrower or any
of its Subsidiaries that signed a subordination, intercreditor, or other similar agreement with Collateral Agent or the Lenders, or any
creditor that has signed such an agreement with Collateral Agent or the Lenders breaches any terms of such agreement;


 


8.10        Guaranty.
(a) Any Guaranty terminates or ceases for any reason to be in full force and effect; (b) any Guarantor does not perform any
obligation or covenant under any Guaranty; or (c) any circumstance described in Section 8 occurs with respect to any Guarantor;


 


8.11        Governmental
Approvals; FDA Action. (a) Any Governmental Approval shall have been revoked, rescinded, suspended, modified in an adverse manner,
or not renewed in the ordinary course for a full term and such revocation, rescission, suspension, modification or non renewal has resulted
in or could reasonably be expected to result in a Material Adverse Change; or (b) (i) the FDA, DOJ, or other Governmental Authority
initiates a Regulatory Action or any other enforcement action against Borrower or any of its Subsidiaries or any supplier of Borrower
or any of its Subsidiaries that causes Borrower or any of its Subsidiaries to recall, withdraw, remove or discontinue manufacturing, distributing,
and/or marketing any material portion of its products, even if such action is based on previously disclosed conduct; (ii) the FDA
issues a warning letter or Regulatory Action to Borrower or any of its Subsidiaries with respect to any of its activities or products
which could reasonably be expected to result in a Material Adverse Change; (iii) Borrower or any of its Subsidiaries conducts a mandatory
or voluntary recall which could reasonably be expected to result in liability and expense to Borrower or any of its Subsidiaries of Two
Hundred Fifty Thousand Dollars ($250,000.00) or more; (iv) Borrower or any of its Subsidiaries enters into a settlement agreement
with the FDA, DOJ, or other Governmental Authority that results in aggregate liability as to any single or related series of transactions,
incidents or conditions, of Two Hundred Fifty Thousand Dollars ($250,000.00) or more, or that could reasonably be expected to result in
a Material Adverse Change even if such settlement agreement is based on previously disclosed conduct; (v) Borrower or any of its
Subsidiaries fails to remediate observations identified in an FDA Form 483 notice of inspection observation to Collateral Agent’s
reasonable satisfaction within six months of receipt (or, if remediation cannot be completed within six months, Borrower shall have an
additional period as set forth in the applicable plan of remediation between Borrower and FDA and delivered to Collateral Agent); or (vi) the
FDA revokes any authorization or permission granted under any Registration, or Borrower or any of its Subsidiaries withdraws any Registration,
that could reasonably be expected to result in a Material Adverse Change.


 


8.12        Lien
Priority; Intellectual Property. Any Lien created hereunder or by any other Loan Document shall at any time fail to constitute a valid
and perfected Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Liens
arising as a matter of applicable law. Any Intellectual Property material to Borrower’s business shall cease to be validly owned
or licensed by Borrower free and clear of any Liens other than Permitted Liens.


 






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		9.	RIGHTS AND REMEDIES



 


9.1           Rights
and Remedies.


 


(a)            Upon
the occurrence and during the continuance of an Event of Default, Collateral Agent may do any or all of the following: (i) deliver
notice of the Event of Default to Borrower, (ii) by notice to Borrower declare all Obligations immediately due and payable (but if
an Event of Default described in Section 8.5 occurs all Obligations shall be immediately due and payable without any action by Collateral
Agent or the Lenders) or (iii) by notice to Borrower suspend or terminate the obligations, if any, of the Lenders to advance money
or extend credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Collateral Agent
and/or the Lenders (but if an Event of Default described in Section 8.5 occurs all obligations, if any, of the Lenders to advance
money or extend credit for Borrower’s benefit under this Agreement or under any other agreement between Borrower and Collateral
Agent and/or the Lenders shall be immediately terminated without any action by Collateral Agent or the Lenders).


 


(b)            Without
limiting the rights of Collateral Agent and the Lenders set forth in Section 9.1(a) above, upon the occurrence and during the
continuance of an Event of Default, Collateral Agent shall have the right, without notice or demand, to do any or all of the following:


 


(i)             foreclose
upon and/or sell or otherwise liquidate, the Collateral;


 


(ii)            apply
to the Obligations any (a) balances and deposits of Borrower that Collateral Agent or any Lender holds or controls, or (b) any
amount held or controlled by Collateral Agent or any Lender owing to or for the credit or the account of Borrower; and/or


 


(iii)           commence
and prosecute an Insolvency Proceeding or consent to Borrower commencing any Insolvency Proceeding.


 


(c)            Without
limiting the rights of Collateral Agent and the Lenders set forth in Sections 9.1(a) and (b) above, upon the occurrence and
during the continuance of an Event of Default, Collateral Agent shall have the right, without notice or demand, to do any or all of the
following:


 


(i)            settle
or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Collateral Agent considers advisable,
notify any Person owing Borrower money of Collateral Agent’s security interest in such funds, and verify the amount of such account;


 


(ii)            make
any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral.
Borrower shall assemble the Collateral if Collateral Agent requests and make it available in a location as Collateral Agent reasonably
designates. Collateral Agent may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral,
and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses
incurred. Borrower grants Collateral Agent a license to enter and occupy any of its premises, without charge, to exercise any of Collateral
Agent’s rights or remedies;


 


(iii)           ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, and/or advertise for sale, the Collateral. Collateral Agent is hereby
granted a non exclusive, royalty free license or other right to use, without charge, Borrower’s and each of its Subsidiaries’
labels, Patents, Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, service marks, and advertising
matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral
and, in connection with Collateral Agent’s exercise of its rights under this Section 9.1, Borrower’s and each of its
Subsidiaries’ rights under all licenses and all franchise agreements inure to Collateral Agent, for the benefit of the Lenders;


 


(iv)           place
a “hold” on any account maintained with Collateral Agent or the Lenders and/or deliver a notice of exclusive control, any
entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any
Collateral;


 


(v)           demand
and receive possession of Borrower’s Books;


 






    18


     


    

 


(vi)           appoint
a receiver to seize, manage and realize any of the Collateral, and such receiver shall have any right and authority as any competent court
will grant or authorize in accordance with any applicable law, including any power or authority to manage the business of Borrower or
any of its Subsidiaries; and


 


(vii)         subject
to clauses 9.1(a) and (b), exercise all rights and remedies available to Collateral Agent and each Lender under the Loan Documents
or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof).


 


Notwithstanding any provision of this Section 9.1
to the contrary, upon the occurrence of any Event of Default, Collateral Agent shall have the right to exercise any and all remedies referenced
in this Section 9.1 without the written consent of Required Lenders following the occurrence of an Exigent Circumstance.


 


9.2          Power
of Attorney. Borrower hereby irrevocably appoints Collateral Agent as its lawful attorney in fact, exercisable upon the occurrence
and during the continuance of an Event of Default, to: (a) endorse Borrower’s or any of its Subsidiaries’ name on any
checks or other forms of payment or security; (b) sign Borrower’s or any of its Subsidiaries’ name on any invoice or
bill of lading for any Account or drafts against Account Debtors; (c) settle and adjust disputes and claims about the Accounts directly
with Account Debtors, for amounts and on terms Collateral Agent determines reasonable; (d) make, settle, and adjust all claims under
Borrower’s insurance policies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim
in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and (f) transfer
the Collateral into the name of Collateral Agent or a third party as the Code or any applicable law permits. Borrower hereby appoints
Collateral Agent as its lawful attorney in fact to sign Borrower’s or any of its Subsidiaries’ name on any documents necessary
to perfect or continue the perfection of Collateral Agent’s security interest in the Collateral during the continuance of an Event
of Default until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Collateral Agent and the
Lenders are under no further obligation to extend the Term Loan hereunder. Collateral Agent’s foregoing appointment as Borrower’s
or any of its Subsidiaries’ attorney in fact, and all of Collateral Agent’s rights and powers, coupled with an interest, are
irrevocable until all Obligations (other than inchoate indemnity obligations) have been fully repaid and performed and Collateral Agent’s
and the Lenders’ obligation to provide the Term Loan terminates.


 


9.3          Protective
Payments. If Borrower or any of its Subsidiaries fail to obtain the insurance called for by Section 6.5 or fails to pay any premium
thereon or fails to pay any other amount which Borrower or any of its Subsidiaries is obligated to pay under this Agreement or any other
Loan Document, Collateral Agent may obtain such insurance or make such payment, and all amounts so paid by Collateral Agent are Lenders’
Expenses and immediately due and payable, bearing interest at the Default Rate, and secured by the Collateral. Collateral Agent will make
reasonable efforts to provide Borrower with notice of Collateral Agent obtaining such insurance or making such payment at the time it
is obtained or paid or within a reasonable time thereafter. No such payments by Collateral Agent are deemed an agreement to make similar
payments in the future or Collateral Agent’s waiver of any Event of Default.


 


9.4          Application
of Payments and Proceeds. Notwithstanding anything to the contrary contained in this Agreement, upon the occurrence and during the
continuance of an Event of Default, (a) Borrower irrevocably waives the right to direct the application of any and all payments at
any time or times thereafter received by Collateral Agent from or on behalf of Borrower or any of its Subsidiaries of all or any part
of the Obligations, and, as between Borrower on the one hand and Collateral Agent and Lenders on the other, Collateral Agent shall have
the continuing and exclusive right to apply and to reapply any and all payments received against the Obligations in such manner as Collateral
Agent may deem advisable notwithstanding any previous application by Collateral Agent, and (b) the proceeds of any sale of, or other
realization upon all or any part of the Collateral shall be applied: first, to the Lenders’ Expenses; second, to accrued and unpaid
interest on the Obligations (including any interest which, but for the provisions of the United States Bankruptcy Code, would have accrued
on such amounts); third, to the principal amount of the Obligations outstanding; and fourth, to any other indebtedness or obligations
of Borrower owing to Collateral Agent or any Lender under the Loan Documents. Any balance remaining shall be delivered to Borrower or
to whoever may be lawfully entitled to receive such balance or as a court of competent jurisdiction may direct. In carrying out the foregoing,
(x) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding
category, and (y) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its
pro rata share of amounts available to be applied pursuant thereto for such category. Any reference in this Agreement to an allocation
between or sharing by the Lenders of any right, interest or obligation “ratably,” “proportionally” or in similar
terms shall refer to Pro Rata Share unless expressly provided otherwise. Collateral Agent, or if applicable, each Lender, shall promptly
remit to the other Lenders such sums as may be necessary to ensure the ratable repayment of each Lender’s portion of any Term Loan
and the ratable distribution of interest, fees and reimbursements paid or made by Borrower. Notwithstanding the foregoing, a Lender receiving
a scheduled payment shall not be responsible for determining whether the other Lenders also received their scheduled payment on such date;
provided, however, if it is later determined that a Lender received more than its ratable share of scheduled payments made on any date
or dates, then such Lender shall remit to Collateral Agent or other Lenders such sums as may be necessary to ensure the ratable payment
of such scheduled payments, as instructed by Collateral Agent. If any payment or distribution of any kind or character, whether in cash,
properties or securities, shall be received by a Lender in excess of its ratable share, then the portion of such payment or distribution
in excess of such Lender’s ratable share shall be received by such Lender in trust for and shall be promptly paid over to the other
Lender for application to the payments of amounts due on the other Lenders’ claims. To the extent any payment for the account of
Borrower is required to be returned as a voidable transfer or otherwise, the Lenders shall contribute to one another as is necessary to
ensure that such return of payment is on a pro rata basis. If any Lender shall obtain possession of any Collateral, it shall hold such
Collateral for itself and as agent and bailee for Collateral Agent and other Lenders for purposes of perfecting Collateral Agent’s
security interest therein.


 






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9.5           Liability
for Collateral. So long as Collateral Agent and the Lenders comply with reasonable banking practices regarding the safekeeping of
the Collateral in the possession or under the control of Collateral Agent and the Lenders, Collateral Agent and the Lenders shall not
be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any
diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. Borrower
bears all risk of loss, damage or destruction of the Collateral.


 


9.6          No
Waiver; Remedies Cumulative. Failure by Collateral Agent or any Lender, at any time or times, to require strict performance by Borrower
of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Collateral Agent or any
Lender thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall be effective unless signed
by Collateral Agent and the Required Lenders and then is only effective for the specific instance and purpose for which it is given. The
rights and remedies of Collateral Agent and the Lenders under this Agreement and the other Loan Documents are cumulative. Collateral Agent
and the Lenders have all rights and remedies provided under the Code, any applicable law, by law, or in equity. The exercise by Collateral
Agent or any Lender of one right or remedy is not an election, and Collateral Agent’s or any Lender’s waiver of any Event
of Default is not a continuing waiver. Collateral Agent’s or any Lender’s delay in exercising any remedy is not a waiver,
election, or acquiescence.


 


9.7          Demand
Waiver. Borrower waives, to the fullest extent permitted by law, demand, notice of default or dishonor, notice of payment and nonpayment,
notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments,
chattel paper, and guarantees held by Collateral Agent or any Lender on which Borrower or any Subsidiary is liable.


 


		10.	NOTICES



 


All notices, consents, requests, approvals, demands,
or other communication (collectively, “Communication”) by any party to this Agreement or any other Loan Document must be in
writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business
Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid;
(b) upon transmission, when sent by email; (c) one (1) Business Day after deposit with a reputable overnight courier with
all charges prepaid; or (d) when delivered, if hand delivered by messenger, all of which shall be addressed to the party to be notified
and sent to the address, or email address indicated below. Any of Collateral Agent, Lender or Borrower may change its mailing address
or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10.


 






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	 	If to Borrower:	 	CVRx, INC.
	 	 	 	9201 West Broadway Avenue
	 	 	 	Suite 650
	 	 	 	Minneapolis, MN 55445
	 	 	 	Attn: Jared Oasheim, Chief Financial Officer
	 	 	 	Email: [Omitted]
	 		 	 
	 	with a copy (which shall not
    constitute notice) to:	 	Faegre Drinker Biddle & Reath LLP
	 	 	 	2200 Wells Fargo Center
	 	 	 	90 S. Seventh Street
	 	 	 	Minneapolis, MN 55412
	 	 	 	Attn: Amy Seidel
	 	 	 	Email: amy.seidel@faegredrinker.com
	 	 	 	 
	 	If to Collateral Agent:	 	INNOVATUS LIFE SCIENCES
	 	 	 	LENDING FUND I, LP
	 	 	 	777 Third Avenue, 25th Floor
	 	 	 	New York, NY 10017
	 	 	 	Attn: Claes Ekstrom
	 	 	 	Email: [Omitted]
	 	 	 	 
	 	with a copy (which shall not
    constitute notice) to:	 	Greenberg Traurig, LLP
	 	 	 	One International Place
	 	 	 	Boston, MA 02110
	 	 	 	Attn: Abdullah Malik
	 	 	 	Fax: [Omitted]
	 	 	 	Email: malikab@gtlaw.com



 


		11.	CHOICE OF LAW, VENUE AND JURY TRIAL WAIVER



 


11.1        Waiver
of Jury Trial. EACH OF BORROWER, COLLATERAL AGENT AND LENDERS UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS, ANY OF THE INDEBTEDNESS SECURED HEREBY,
ANY DEALINGS AMONG BORROWER, COLLATERAL AGENT AND/OR LENDERS RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS,
AND/OR THE RELATIONSHIP THAT IS BEING ESTABLISHED AMONG BORROWER, COLLATERAL AGENT AND/OR LENDERS. THE SCOPE OF THIS WAIVER IS INTENDED
TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT
BE MODIFIED EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS TRANSACTION OR ANY RELATED TRANSACTION.
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 






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11.2        Governing
Law and Jurisdiction.


 


(a)            THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS (EXCLUDING THOSE LOAN DOCUMENTS THAT BY THEIR OWN TERMS ARE EXPRESSLY GOVERNED BY THE LAWS OF ANOTHER
JURISDICTION) AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THAT WOULD RESULT IN
THE APPLICATION OF ANY LAWS OTHER THAN THE LAWS OF THE STATE OF NEW YORK), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE,
REGARDLESS OF THE LOCATION OF THE COLLATERAL, PROVIDED, HOWEVER, THAT IF THE LAWS OF ANY JURISDICTION OTHER THAN NEW YORK SHALL GOVERN
IN REGARD TO THE VALIDITY, PERFECTION OR EFFECT OF PERFECTION OF ANY LIEN OR IN REGARD TO PROCEDURAL MATTERS AFFECTING ENFORCEMENT OF
ANY LIENS IN COLLATERAL, SUCH LAWS OF SUCH OTHER JURISDICTIONS SHALL CONTINUE TO APPLY TO THAT EXTENT.


 


(b)            Submission
to Jurisdiction. Any legal action or proceeding with respect to the Loan Documents shall be brought exclusively in the courts of the
State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District
of New York and, by execution and delivery of this Agreement, Borrower hereby accepts for itself and in respect of its Property, generally
and unconditionally, the jurisdiction of the aforesaid courts. Notwithstanding the foregoing, Collateral Agent and Lenders shall have
the right to bring any action or proceeding against Borrower (or any property of Borrower) in the court of any other jurisdiction Collateral
Agent or Lenders deem necessary or appropriate in order to realize on the Collateral or other security for the Obligations. The parties
hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens,
that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.


 


(c)            Service
of Process. Borrower irrevocably waives personal service of any and all legal process, summons, notices and other documents and other
service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America
with respect to or otherwise arising out of or in connection with any Loan Document by any means permitted by applicable requirements
of law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of Borrower specified herein
(and shall be effective when such mailing shall be effective, as provided therein). Borrower agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law.


 


(d)            Non-exclusive
Jurisdiction. Nothing contained in this Section 11.2 shall affect the right of Collateral Agent or Lenders to serve process in
any other manner permitted by applicable requirements of law or commence legal proceedings or otherwise proceed against Borrower in any
other jurisdiction.


 


		12.	GENERAL PROVISIONS



 


12.1        Successors
and Assigns. This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Borrower may not transfer,
pledge or assign this Agreement or any rights or obligations under it without Collateral Agent’s prior written consent (which may
be granted or withheld in Collateral Agent’s discretion, subject to Section 12.5). The Lenders have the right, without the
consent of or notice to Borrower, to sell, transfer, assign, pledge, negotiate, or grant participation in (any such sale, transfer, assignment,
negotiation, or grant of a participation, a “Lender Transfer”) all or any part of, or any interest in, the Lenders’
obligations, rights, and benefits under this Agreement and the other Loan Documents; provided, however, no Lender Transfer shall be to
or in favor of a competitor of Borrower or any Subsidiary unless an Event of Default (other than any Event of Default pursuant to Section 6
of this Agreement (with the exception of Sections 6.12 (Financial Covenant) and 6.13 (Liquidity Covenant))) has occurred and is continuing.


 


12.2        Indemnification.
Borrower agrees to indemnify, defend and hold Collateral Agent and the Lenders and their respective directors, officers, employees, consultants,
agents, attorneys, or any other Person affiliated with or representing Collateral Agent or the Lenders (each, an “Indemnified
Person”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “Claims”)
asserted by any other party in connection with; related to; following; or arising from, out of or under, the transactions contemplated
by the Loan Documents; and (b) all losses or Lenders’ Expenses incurred, or paid by Indemnified Person in connection with;
related to; following; or arising from, out of or under, the transactions contemplated by the Loan Documents between Collateral Agent,
and/or the Lenders and Borrower (including reasonable attorneys’ fees and expenses), except for Claims and/or losses directly caused
by such Indemnified Person’s gross negligence or willful misconduct. Borrower hereby further indemnifies, defends and holds each
Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel for such Indemnified
Person) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such
Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of Borrower, and the
reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or
compensation claimed by any broker (other than any broker retained by Collateral Agent or Lenders) asserting any right to payment for
the transactions contemplated hereby which may be imposed on, incurred by or asserted against such Indemnified Person as a result of or
in connection with the transactions contemplated hereby and the use or intended use of the proceeds of the loan proceeds except for liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements directly caused by such
Indemnified Person’s gross negligence or willful misconduct.


 






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12.3        Severability
of Provisions. Each provision of this Agreement is severable from every other provision in determining the enforceability of any provision.


 


12.4        Correction
of Loan Documents. Collateral Agent may correct patent errors and fill in any blanks in this Agreement and the other Loan Documents
consistent with the agreement of the parties.


 


12.5        Amendments
in Writing; Integration. (a) No amendment, modification, termination or waiver of any provision of this Agreement or any other
Loan Document, no approval or consent thereunder, or any consent to any departure by Borrower or any of its Subsidiaries therefrom, shall
in any event be effective unless the same shall be in writing and signed by Borrower, Collateral Agent and the Required Lenders provided
that:


 


(i)             no
such amendment, waiver or other modification that would have the effect of increasing or reducing a Lender’s Term Loan Commitment
or Commitment Percentage shall be effective as to such Lender without such Lender’s written consent;


 


(ii)            no
such amendment, waiver or modification that would affect the rights and duties of Collateral Agent shall be effective without Collateral
Agent’s written consent or signature; and


 


(iii)            no
such amendment, waiver or other modification shall, unless signed by all the Lenders directly affected thereby, (A) reduce the principal
of, rate of interest on or any fees with respect to any Term Loan or forgive any principal, interest (other than default interest) or
fees (other than late charges) with respect to any Term Loan (B) postpone the date fixed for, or waive, any payment of principal
of any Term Loan or of interest on any Term Loan (other than default interest) or any fees provided for hereunder (other than late charges
or for any termination of any commitment); (C) change the definition of the term “Required Lenders” or the percentage
of Lenders which shall be required for the Lenders to take any action hereunder; (D) release all or substantially all of any material
portion of the Collateral, authorize Borrower to sell or otherwise dispose of all or substantially all or any material portion of the
Collateral or release any Guarantor of all or any portion of the Obligations or its guaranty obligations with respect thereto, except,
in each case with respect to this clause (D), as otherwise may be expressly permitted under this Agreement or the other Loan Documents
(including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 12.5 or
the definitions of the terms used in this Section 12.5 insofar as the definitions affect the substance of this Section 12.5;
(F) consent to the assignment, delegation or other transfer by Borrower of any of its rights and obligations under any Loan Document
or release Borrower of its payment obligations under any Loan Document, except, in each case with respect to this clause (F), pursuant
to a merger or consolidation permitted pursuant to this Agreement; (G) amend any of the provisions of Section 9.4 or amend any
of the definitions of Pro Rata Share, Term Loan Commitment, Commitment Percentage or that provide for the Lenders to receive their Pro
Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; (H) subordinate the Liens granted in favor of Collateral
Agent securing the Obligations. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment,
waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F), (G) and (H) of the immediately
preceding sentence.


 


(b)           Other
than as expressly provided for in Section 12.5(a)(i)(iii), Collateral Agent may, if requested by the Required Lenders, from time
to time designate covenants in this Agreement less restrictive by notification to a representative of Borrower.


 


(c)            This
Agreement and the Loan Documents represent the entire agreement about this subject matter and supersede prior negotiations or agreements
with respect to such subject matter. All prior agreements, understandings, representations, warranties, and negotiations between the parties
about the subject matter of this Agreement and the Loan Documents merge into this Agreement and the Loan Documents.


 






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12.6        Counterparts.
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed
and delivered, is an original, and all taken together, constitute one Agreement.


 


12.7        Survival.
All covenants, representations and warranties made in this Agreement continue in full force and effect until this Agreement has terminated
pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms,
are to survive the termination of this Agreement) have been satisfied. The obligation of Borrower in Section 12.2 to indemnify each
Lender and Collateral Agent, as well as the confidentiality provisions in Section 12.8 below, shall survive until the statute of
limitations with respect to such claim or cause of action shall have run.


 


12.8        Confidentiality.
In handling any confidential information of Borrower, the Lenders and Collateral Agent shall exercise the same degree of care that it
exercises for their own proprietary information, but disclosure of information may be made: (a) subject to the terms and conditions
of this Agreement, to the Lenders’ and Collateral Agent’s Subsidiaries or Affiliates; (b) to prospective transferees
(other than those identified in (a) above) or purchasers of any interest in the Term Loan (provided, however, no such protective
transferee or purchaser shall be a competitor of Borrower or any Subsidiary unless an Event of Default (other than any Event of Default
pursuant to Section 6 of this Agreement (with the exception of Sections 6.12 (Financial Covenant) and 6.13 (Liquidity Covenant)))
has occurred and is continuing and provided further, that the Lenders and Collateral Agent shall, except upon the occurrence and during
the continuance of an Event of Default, obtain such prospective transferee’s or purchaser’s agreement to the terms of this
provision or to similar confidentiality terms); (c) as required by law, regulation, subpoena, or other order; (d) to Lenders’
or Collateral Agent’s regulators or as otherwise required in connection with an examination or audit; (e) as Collateral Agent
reasonably considers appropriate in exercising remedies under the Loan Documents upon the occurrence and during the continuance of an
Event of Default; and (f) to third party service providers of the Lenders and/or Collateral Agent so long as such service providers
have executed a confidentiality agreement or have agreed to similar confidentiality terms with the Lenders and Collateral Agent with terms
no less restrictive than those contained herein. Confidential information does not include information that either: (i) is in the
public domain or in the Lenders’ and/or Collateral Agent’s possession when disclosed to the Lenders and/or Collateral Agent,
or becomes part of the public domain after disclosure to the Lenders and/or Collateral Agent at no fault of the Lenders or the Collateral
Agent; or (ii) is disclosed to the Lenders and/or Collateral Agent by a third party, if the Lenders and/or Collateral Agent does
not know that the third party is prohibited from disclosing the information. Collateral Agent and the Lenders may use confidential information
for any purpose, including, without limitation, for the development of client databases, reporting purposes, and market analysis so long
as Collateral Agent and the Lenders do not disclose Borrower’s identity or the identity of any person associated with Borrower unless
otherwise expressly permitted by this Agreement. The provisions of this Section shall survive the termination of this Agreement.
The agreements provided under this Section 12.8 supersede all prior agreements, understanding, representations, warranties, and negotiations
between the parties about the subject matter of this Section 12.8.


 


12.9        Right
of Set Off. Borrower hereby grants to Collateral Agent and to each Lender, a lien, security interest and right of set off as security
for all Obligations to Collateral Agent and each Lender hereunder, whether now existing or hereafter arising upon and against all deposits,
credits, collateral and property, now or hereafter in the possession, custody, safekeeping or control of Collateral Agent or the Lenders
or any entity under the control of Collateral Agent or the Lenders (including a Collateral Agent affiliate) or in transit to any of them.
At any time after the occurrence and during the continuance of an Event of Default, without demand or notice, Collateral Agent or the
Lenders may set off the same or any part thereof and apply the same to any liability or obligation of Borrower even though unmatured and
regardless of the adequacy of any other collateral securing the Obligations. ANY AND ALL RIGHTS TO REQUIRE COLLATERAL AGENT TO EXERCISE
ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH
RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY BORROWER.


 






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12.10      Cooperation
of Borrower. If necessary, Borrower agrees to (i) execute any documents reasonably required to effectuate and acknowledge each
assignment of a Term Loan Commitment or Term Loan to an assignee in accordance with Section 12.1, (ii) make Borrower’s
management available to meet with Collateral Agent and prospective participants and assignees of Term Loan Commitments (which meetings
shall be conducted no more often than twice every twelve months unless an Event of Default has occurred and is continuing), and (iii) assist
Collateral Agent or the Lenders in the preparation of information relating to the financial affairs of Borrower as any prospective participant
or assignee of a Term Loan Commitment or Term Loan reasonably may request. Subject to the provisions of Section 12.8, Borrower authorizes
each Lender to disclose to any prospective participant or assignee of a Term Loan Commitment, any and all information in such Lender’s
possession concerning Borrower and its financial affairs which has been delivered to such Lender by or on behalf of Borrower pursuant
to this Agreement, or which has been delivered to such Lender by or on behalf of Borrower in connection with such Lender’s credit
evaluation of Borrower prior to entering into this Agreement.


 


12.11      Public
Announcement. Borrower hereby agrees that Collateral Agent and each Lender may make a public announcement of the transactions contemplated
by this Agreement, and may publicize the same in marketing materials, newspapers and other publications, and otherwise, and in connection
therewith may use Borrower’s name, tradenames and logos.


 


12.12     Collateral
Agent and Lender Agreement. Collateral Agent and each Lender hereby agree to the terms and conditions set forth on Annex I attached
hereto. Borrower acknowledges and agrees to the terms and conditions set forth on Annex I attached hereto.


 


		13.	DEFINITIONS



 


As used in this Agreement, the following terms
have the following meanings:


 


“Account” is any “account”
as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable
and other sums owing to Borrower.


 


“Account Debtor” is any “account
debtor” as defined in the Code with such additions to such term as may hereafter be made under the Code.


 


“Affiliate” of any Person is
a Person that owns or controls directly or indirectly the Person, any Person that controls or is controlled by or is under common control
with the Person, and each of that Person’s senior executive officers, directors, partners if such Person is a partnership and, for
any Person that is a limited liability company, that Person’s managers and members.


 


“Amortization Date” is November 1,
2027.


 


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


 


“Basic Rate” is with respect
to each Term Loan, the floating per annum rate of interest (based on a year of three hundred sixty five (365) days) equal to the sum of
(a) the greater of (i) Prime Rate, subject to Section 2.3(f), or (ii) Five and fifty hundredths percent (5.50%), plus
(b) Two and sixty-five hundredths percent (2.65%).


 


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


 






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“Borrower’s Books” are
Borrower’s or any of its Subsidiaries’ books and records including ledgers, federal, and state tax returns, records regarding
Borrower’s or its Subsidiaries’ assets or liabilities, the Collateral, business operations or financial condition, and all
computer programs or storage or any equipment containing such information.


 


“Business Day” is any day that
is not a Saturday, Sunday or a day on which Collateral Agent is closed.


 


“Cash Equivalents” are (a) marketable
direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not
more than one (1) year from the date of acquisition; (b) commercial paper maturing no more than one (1) year after its
creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.,
and (c) certificates of deposit maturing no more than one (1) year after issue provided that the account in which any such certificate
of deposit is maintained is subject to a Control Agreement in favor of Collateral Agent.


 


“Code” is the Uniform Commercial
Code, as the same may, from time to time, be enacted and in effect in the State of New York; provided, that, to the extent that the Code
is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the
Code, the definition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason
of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to, Collateral Agent’s
Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of New York, the term
 “Code” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes
of the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such
provisions.


 


“Collateral” is any and all
properties, rights and assets of Borrower described on Exhibit A.


 


“Collateral Account” is any
Deposit Account, Securities Account, or Commodity Account, or any other bank account maintained by Borrower or any Subsidiary at any time.


 


“Commitment Percentage” is
set forth in Schedule 1.1, as amended from time to time.


 


“Commodity Account” is any
 “commodity account” as defined in the Code with such additions to such term as may hereafter be made under the Code.


 


“Compliance Certificate” is
that certain certificate in substantially the form attached hereto as Exhibit C.


 


“Contingent Obligation” is,
for any Person, any direct or indirect liability, contingent or not, of that Person for (a) any indebtedness, lease, dividend, letter
of credit or other obligation of another Person such as an obligation directly or indirectly guaranteed, endorsed, co made, discounted
or sold with recourse by that Person, or for which that Person is directly or indirectly liable; (b) any obligations for undrawn
letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement,
interest rate cap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest
rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in the ordinary
course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent
Obligation is made or, if not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith;
but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.


 


“Control Agreement” is any
control agreement entered into among the depository institution at which Borrower maintains a Deposit Account or the securities intermediary
or commodity intermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Collateral Agent pursuant
to which Collateral Agent, for the benefit of the Lenders, obtains “control” (within the meaning of the Code) over such Deposit
Account, Securities Account, or Commodity Account.


 


“Copyrights” are any and all
copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work
thereof, whether published or unpublished and whether or not the same also constitutes a trade secret.


 






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“Deposit Account” is any “deposit
account” as defined in the Code with such additions to such term as may hereafter be made.


 


“Disbursement Letter” is that
certain form attached hereto as EXHIBIT B-2.


 


“DOJ” means the U.S. Department
of Justice or any successor thereto or any other comparable Governmental Authority.


 


“Dollars,” “dollars”
and “$” each mean lawful money of the United States.


 


“Equipment” is all “equipment”
as defined in the Code with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures,
goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.


 


“ERISA” is the Employee Retirement
Income Security Act of 1974, as amended, and its regulations.


 


“Exigent Circumstance” means
any event or circumstance that, in the reasonable judgment of Collateral Agent, imminently threatens the ability of Collateral Agent to
realize upon all or any material portion of the Collateral, such as, without limitation, fraudulent removal, concealment, or abscondment
thereof, destruction or material waste thereof, or failure of Borrower or any of its Subsidiaries after reasonable demand to maintain
or reinstate adequate casualty insurance coverage, or which, in the judgment of Collateral Agent, could reasonably be expected to result
in a material diminution in value of the Collateral.


 


“Facility Fee” is a fee payable
to each Lender: (i) due on the Funding Date of a Term A Loan equal to 0.75% of the total principal amount of such Term A Loan funded
by such Lender, (ii) due on the Funding Date of the Term B Loan equal to 0.75% of the total principal amount of the Term B Loan funded
by such Lender and (iii) due on the Funding Date of the Term C Loan equal to 0.75% of the total principal amount of the Term C Loan
funded by such Lender.


 


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


 


“Final Fee” is a payment (in
addition to and not a substitution for the regular monthly payments of principal plus accrued interest or any other fee payable hereunder)
due on the earliest to occur of (a) the Maturity Date, or (b) the acceleration of any Term Loan, or (c) the prepayment
of the Term Loan pursuant to Section 2.2(c) or (d), in each case equal to Final Fee Percentage multiplied by the aggregate
amount of the Term Loans funded, payable to Lenders in accordance with their respective Pro Rata Shares.


 


“Final Fee Percentage” is Four
and one-half percent (4.50%).


 


“Foreign Subsidiary” is a Subsidiary
that is not an entity organized under the laws of the United States or any state thereof.


 


“Funding Date” is any date
on which a Term Loan is made to or on account of Borrower which shall be a Business Day.


 


“GAAP” is generally accepted
accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified
Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other
Person as may be approved by a significant segment of the accounting profession in the United States, which are applicable to the circumstances
as of the date of determination.


 






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“General Intangibles” are all
 “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter
be made, and includes without limitation, all copyright rights, copyright applications, copyright registrations and like protections in
each work of authorship and derivative work, whether published or unpublished, any patents, trademarks, service marks and, to the extent
permitted under applicable law, any applications therefor, whether registered or not, any trade secret rights, including any rights to
unpatented inventions, payment intangibles, royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists,
route lists, telephone numbers, domain names, claims, income and other tax refunds, security and other deposits, options to purchase or
sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance
policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights
to payment of any kind.


 


“Governmental Approval” is
any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of,
issued by, from or to, or other act by or in respect of, any Governmental Authority.


 


“Governmental Authority” is
any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body (including,
without limitation, the FDA and any state board of pharmacy or state pharmacy licensing authority), court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities
exchange and any self regulatory organization.


 


“Guarantor” is any Person providing
a Guaranty in favor of Collateral Agent for the benefit of the Lenders.


 


“Guaranty” is any guarantee
of all or any part of the Obligations, as the same may from time to time be amended, restated, modified or otherwise supplemented.


 


“Indebtedness” is (a) indebtedness
for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters
of credit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and
(d) Contingent Obligations.


 


“Insolvency Proceeding” is
any proceeding by or against any Person under the United States Bankruptcy Code, or any other bankruptcy or insolvency law, including
assignments for the benefit of creditors, compositions or proceedings seeking reorganization, arrangement, or other relief.


 


“Insolvent” means not Solvent.


 


“Intellectual Property” means
all of Borrower’s or any of its Subsidiaries’ right, title and interest in and to the following:


 


(a)            its
Copyrights, Trademarks and Patents;


 


(b)            any
and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know how, operating
manuals;


 


(c)            any
and all source code;


 


(d)            any
and all design rights which may be available to Borrower;


 


(e)            any
and all claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation,
to sue for and collect such damages for said use or infringement of the Intellectual Property rights identified above;


 


(f)            all
amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents; and


 


(g)            all
licenses, sublicenses or other contracts under which Borrower or any Subsidiary is granted rights by third parties in any Intellectual
Property asset.


 






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“Inventory” is all “inventory”
as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made under the Code, and includes
without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products,
including without limitation such inventory as is temporarily out of any Person’s custody or possession or in transit and including
any returned goods and any documents of title representing any of the above.


 


“Investment” is any beneficial
ownership interest in any Person (including stock, partnership interest or other securities), and any loan, advance or capital contribution
to any Person.


 


“IP Security Agreement” is
that certain Intellectual Property Security Agreement executed and delivered by Borrower to Collateral Agent and dated as of the Effective
Date, as may be amended, restated, or otherwise modified or supplemented from time to time.


 


“Key Person” is each of Borrower’s
(i) Chief Executive Officer, who is Nadim Yared as of the Effective Date and (ii) Chief Financial Officer, who is Jared Oasheim
as of the Effective Date.


 


“Knowledge” means to the “best
of” Borrower’s knowledge, or with a similar qualification, knowledge or awareness means the actual knowledge, after reasonable
investigation, of the Responsible Officers.


 


“Lender” is any one of the
Lenders.


 


“Lenders” are the Persons identified
on Schedule 1.1 hereto and each assignee that becomes a party to this Agreement pursuant to Section 12.1.


 


“Lenders’ Expenses” are
all documented out-of-pocket audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses, as
well as appraisal fees, fees incurred on account of lien searches, inspection fees, and filing fees) for preparing, amending, negotiating,
administering, defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or
Insolvency Proceedings) or otherwise incurred by Collateral Agent and/or Lenders in connection with the Loan Documents.


 


“Lien” is a claim, mortgage,
deed of trust, levy, charge, pledge, security interest, or other encumbrance of any kind, whether voluntarily incurred or arising by operation
of law or otherwise against any property.


 


“Loan Documents” are, collectively,
this Agreement, the IP Security Agreement, each Secured Promissory Note, the Perfection Certificate(s), each Control Agreement, each Compliance
Certificate, each Loan Payment Request Form, each Disbursement Letter, any subordination agreements, any note, or notes or guaranties
executed by Borrower or any other Person, and any other present or future agreement entered into by Borrower, any Guarantor or any other
Person for the benefit of the Lenders and Collateral Agent in connection with this Agreement; all as amended, restated, or otherwise modified
or supplemented from time to time.


 


“Loan Payment Request Form”
is that certain form attached hereto as EXHIBIT B-1.


 


“Management Plan” is Borrower’s
Board approved projected revenue prepared and delivered to Collateral Agent by Borrower in accordance with Section 6.12(a) of
this Agreement and covering all applicable periods commencing on the date that is twelve months prior to the commencement of Borrower’s
obligation under Section 6.12(b) through the Maturity Date.


 


“Material Adverse Change” is
(a) a material adverse change in the business, operations or condition (financial or otherwise) of Borrower or any Subsidiary, when
taken as a whole; (b) a material impairment of the prospect of repayment of any portion of the Obligations, or (c) a material
adverse effect on the Collateral.


 


“Material Agreement” is any
 “material definitive agreement” as defined by Item 1.01(b) of Form 8-K, including the instructions thereto governing
the agreements subject to Item 1.01(b), under the rules of the Securities and Exchange Commission, or any successor rule.


 






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“Maturity Date” is January 31,
2028.


 


“Obligations” are all of Borrower’s
obligations to pay when due any debts, principal, interest, Lenders’ Expenses, the Prepayment Fee, the Final Fee, and other amounts
Borrower owes the Lenders now or later, in connection with, related to, or arising from, out of or under, this Agreement or the other
Loan Documents, and including interest accruing after Insolvency Proceedings begin (whether or not allowed) and debts, liabilities, or
obligations of Borrower assigned to the Lenders and/or Collateral Agent, and the performance of Borrower’s duties under the Loan
Documents.


 


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


 


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


 


“Operating Documents” are,
for any Person, such Person’s formation documents, as certified by the Secretary of State (or equivalent agency) of such Person’s
jurisdiction of organization on a date that is no earlier than thirty (30) days prior to the Effective Date, and, (a) if such Person
is a corporation, its bylaws in current form, (b) if such Person is a limited liability company, its limited liability company agreement
(or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of the foregoing
with all current amendments or modifications thereto.


 


“Patents” means all patents,
patent applications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, re-examination
certificates, utility models, extensions and continuations-in-part of the same.


 


“Payment Date” is the first
(1st) Business Day of each calendar month, commencing on December 1, 2022.


 


“Permitted Indebtedness” is:


 


(a)            Borrower’s
Indebtedness to the Lenders and Collateral Agent under this Agreement and the other Loan Documents;


 


(b)            Indebtedness
existing on the Effective Date and disclosed on the Perfection Certificate(s);


 


(c)            Subordinated
Debt;


 


(d)            unsecured
Indebtedness to trade creditors and Indebtedness in connection with credit cards incurred in the ordinary course of business;


 


(e)            Indebtedness
consisting of capitalized lease obligations and purchase money Indebtedness, in each case incurred by Borrower or any of its Subsidiaries
to finance the acquisition, repair, improvement or construction of fixed or capital assets of such Person, provided that (i) the
aggregate outstanding principal amount of all such Indebtedness does not exceed Five Hundred Thousand Dollars ($500,000.00) at any time
and (ii) the principal amount of such Indebtedness does not exceed the lower of the cost or fair market value of the property so
acquired or built or of such repairs or improvements financed with such Indebtedness (each measured at the time of such acquisition, repair,
improvement or construction is made);


 


(f)            Indebtedness
incurred as a result of endorsing negotiable instruments received in the ordinary course of Borrower’s business;


 


(g)            intercompany
Indebtedness owed by any Subsidiary to Borrower or any wholly-owned Subsidiary, as applicable; provided that, such Indebtedness
is also permitted as a Permitted Investment and, in the case of such Indebtedness owed to Borrower, such Indebtedness shall be evidenced
by one or more promissory notes;


 






    30


     


    

 


(h)            Indebtedness
incurred under performance, surety, statutory and approval bonds; provided that the aggregate amount of such Indebtedness may not exceed
One Hundred Thousand Dollars ($100,000) at any time;


 


(i)            currency
swap and similar transactions entered into in the ordinary course of business and not for speculative purposes, provided that the aggregate
liability ensuing from such transactions of Borrower and its Subsidiaries may not exceed One Hundred Thousand Dollars ($100,000) at any
given time; and


 


(j)            extensions,
refinancings, modifications, amendments and restatements of any items of Permitted Indebtedness (a) through (j) above, provided
that the principal amount thereof is not increased or the terms thereof are not modified to impose materially more burdensome terms upon
Borrower, or its Subsidiary, as the case may be.


 


“Permitted Investments” are:


 


(a)            Investments
disclosed on the Perfection Certificate(s) and existing on the Effective Date;


 


(b)            (i) Investments
consisting of cash and Cash Equivalents, and (ii) any Investments permitted by Borrower’s investment policy, as amended from
time to time, provided that such investment policy (and any such amendment thereto) has been approved in writing by Collateral Agent;


 


(c)            Investments
consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of Borrower;


 


(d)            Investments
consisting of Collateral Accounts in which Collateral Agent has a perfected security interest (to the extent required hereunder);


 


(e)            Investments
in connection with Transfers permitted by Section 7.1;


 


(f)            Investments
consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business,
and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its Subsidiaries
pursuant to employee stock purchase plans or agreements approved by Borrower’s board of directors, not to exceed One Hundred Thousand
Dollars ($100,000.00) in the aggregate for (i) and (ii) in any fiscal year;


 


(g)            Investments
(including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement
of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of business;


 


(h)            Investments
consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates,
in the ordinary course of business; provided that this paragraph (h) shall not apply to Investments of Borrower in any Subsidiary;


 


(i)            Investments
in Subsidiaries, not to exceed One Million Dollars ($1,000,000.00) per fiscal year; provided, however, immediately after making each such
Investment, Borrower must have unrestricted cash assets of not less than the greater of (i) the aggregate outstanding principal amount
of the Term Loan and (ii) Twelve Million Dollars ($12,000,000.00);


 


(j)            non-cash
Investments in joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of the non exclusive
licensing of technology, the development of technology or the providing of technical support; and


 


(k)            other
Investments aggregating not in excess of One Hundred Thousand Dollars ($100,000) at any time.


 






    31


     


    

 


“Permitted Licenses” are (A) licenses
of over-the-counter software that is commercially available to the public and (B) non exclusive licenses for the use of the Intellectual
Property of Borrower or any of its Subsidiaries entered into in the ordinary course of business, provided, that, with respect to each
such license described in clause (B), the license constitutes an arms length transaction, the terms of which, on their face, do not provide
for a sale or assignment of any Intellectual Property and do not restrict the ability of Borrower to pledge, grant a security interest
in or lien on, or assign or otherwise Transfer any Intellectual Property.


 


“Permitted Liens” are:


 


(a)            Liens
existing on the Effective Date and disclosed on the Perfection Certificates or arising under this Agreement and the other Loan Documents;


 


(b)            Liens
for taxes, fees, assessments or other government charges or levies, either (i) not due and payable or (ii) being contested in
good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or
recorded under the Internal Revenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder;


 


(c)            liens
securing Indebtedness permitted under clause (e) of the definition of “Permitted Indebtedness,” provided that (i) such
liens exist prior to the acquisition of, or attach substantially simultaneous with, or within twenty (20) days after the, acquisition,
lease, repair, improvement or construction of, such property financed or leased by such Indebtedness and (ii) such liens do not extend
to any property of Borrower other than the property (and proceeds thereof) acquired, leased or built, or the improvements or repairs,
financed by such Indebtedness;


 


(d)            Liens
of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long
as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed Five Hundred Thousand Dollars ($500,000.00),
and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings
which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;


 


(e)            Liens
to secure payment of workers’ compensation, employment insurance, old age pensions, social security and other like obligations incurred
in the ordinary course of business (other than Liens imposed by ERISA);


 


(f)            Liens
incurred in the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension,
renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness
may not increase;


 


(g)            leases
or subleases of real property granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the
ordinary course of such Person’s business), and leases, subleases, non-exclusive licenses or sublicenses of personal property (other
than Intellectual Property) granted in the ordinary course of Borrower’s business (or, if referring to another Person, in the ordinary
course of such Person’s business), if the leases, subleases, licenses and sublicenses do not prohibit granting Collateral Agent
or any Lender a security interest therein;


 


(h)            banker’s
liens, rights of setoff and Liens in favor of financial institutions incurred in the ordinary course of business arising in connection
with Borrower’s deposit accounts or securities accounts held at such institutions solely to secure payment of fees and similar costs
and expenses and provided such accounts are maintained in compliance with Section 6.6 hereof;


 


(i)            Liens
arising from judgments, decrees or attachments in circumstances not constituting an Event of Default under Section 8.4 or 8.7;


 


(j)            Permitted
Licenses; and


 






    32


     


    

 


(k)            Liens
to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred
in the ordinary course of business (other than Liens imposed by ERISA); provided, however, the aggregate amount obligations secured by
such Liens at any given time shall not exceed One Hundred Thousand Dollars ($100,000.00).


 


“Person” is any individual,
sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association,
corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.


 


“Prepayment Fee” is, with respect
to any Term Loan subject to prepayment prior to the Maturity Date, whether by mandatory or voluntary prepayment, acceleration or otherwise,
an additional fee payable to the Lenders in amount equal to:


 


(a)            for
a prepayment made on or after the Effective Date and through and including the date which is the first anniversary of the Effective Date,
three percent (3.00%) of the principal amount of the Term Loans prepaid; provided, however, no voluntary prepayment may be made during
such period;


 


(b)            for
a prepayment made after the date which is the first anniversary of the Effective Date and through and including the date which is the
second anniversary of the Effective Date, two percent (2.00%) of the principal amount of the Term Loans prepaid;


 


(c)            for
a prepayment made after the date which is the second anniversary of the Effective Date through and including the date which is the third
anniversary of the Effective Date, one percent (1.00%) of the principal amount of the Term Loan prepaid; and


 


(d)            for
a prepayment made after the date which is the third anniversary of the Effective Date and prior to the Maturity Date, zero percent (0.00%)
of the principal amount of the Term Loan prepaid.


 


“Prime Rate” means the Prime
Rate published in the Money Rates section of the U.S. Edition of The Wall Street Journal.


 


“Property” means any interest
in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.


 


“Pro Rata Share” is, as of
any date of determination, with respect to each Lender, a percentage (expressed as a decimal, rounded to the ninth decimal place) determined
by dividing the outstanding principal amount of the Term Loan held by such Lender by the aggregate outstanding principal amount of the
Term Loan.


 


“Registered Organization” is
any “registered organization” as defined in the Code with such additions to such term as may hereafter be made under the Code.


 


“Registration” means any registration,
authorization, approval, license, permit, clearance, certificate, and exemption issued or allowed by the FDA or state pharmacy licensing
authorities (including, without limitation, new drug applications, abbreviated new drug applications, biologics license applications,
investigational new drug applications, over-the-counter drug monograph, device pre-market approval applications, device pre-market notifications,
investigational device exemptions, product recertifications, manufacturing approvals, registrations and authorizations, CE Marks, pricing
and reimbursement approvals, labeling approvals or their foreign equivalent, controlled substance registrations, and wholesale distributor
permits).


 


“Regulatory Action” means an
administrative, regulatory, or judicial enforcement action, proceeding, investigation or inspection, FDA Form 483 notice of inspectional
observation, warning letter, untitled letter, other notice of violation letter, recall, seizure, Section 305 notice or other similar
written communication, injunction or consent decree, issued by the FDA or a federal or state court.


 


“Related Persons” means, with
respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant
and each insurance, environmental, legal, financial and other advisor and other consultants and agents of or to such Person or any of
its Affiliates.


 






    33


     


    

 


“Required Lenders” means (i) for
so long as all of the Persons that are Lenders on the Effective Date (each an “Original Lender”) have not assigned
or transferred any of their interests in the Term Loan, Lenders holding one hundred percent (100%) of the aggregate outstanding principal
balance of the Term Loan, or (ii) at any time from and after any Original Lender has assigned or transferred any interest in its
Term Loan, Lenders holding at least fifty one percent (51%) of the aggregate outstanding principal balance of the Term Loan.


 


“Requirement of Law” is as
to any Person, the organizational or governing documents of such Person, and any law (statutory or common), treaty, rule or regulation
or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or
any of its property or to which such Person or any of its property is subject.


 


“Responsible Officer” is any
of the President, Chief Executive Officer or Chief Financial Officer of Borrower acting alone.


 


“Secured Promissory Note” is
defined in Section 2.6.


 


“Secured Promissory Note Record”
is a record maintained by each Lender with respect to the outstanding Obligations owed by Borrower to Lender and credits made thereto.


 


“Securities Account” is any
 “securities account” as defined in the Code with such additions to such term as may hereafter be made under the Code.


 


“Shares” is one hundred percent
(100%) of the issued and outstanding capital stock, membership units or other securities owned or held of record by Borrower, in any Subsidiary
that is not a Foreign Subsidiary, and sixty-five percent (65%) of the issued and outstanding capital stock, membership units or other
securities owned or held of record by Borrower in a Foreign Subsidiary.


 


“Solvent” is, with respect
to any Person: the fair salable value of such Person’s consolidated assets (including goodwill minus disposition costs) exceeds
the fair value of such Person’s liabilities; such Person is not left with unreasonably small capital after the transactions in this
Agreement; and such Person is able to pay its debts (including trade debts) as they mature in the ordinary course (without taking into
account any forbearance and extensions related thereto).


 


“Subordinated Debt” is indebtedness
incurred by Borrower or any of its Subsidiaries subordinated to all Indebtedness of Borrower and/or its Subsidiaries to the Lenders (pursuant
to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to Collateral Agent and the Lenders entered
into between Collateral Agent, Borrower, and/or any of its Subsidiaries, and the other creditor), on terms acceptable to Collateral Agent
and the Lenders.


 


“Subsidiary” is, with respect
to any Person, any Person of which more than fifty percent (50%) of the voting stock or other equity interests (in the case of Persons
other than corporations) is owned or controlled, directly or indirectly, by such Person or through one or more intermediaries. Unless
otherwise specified, references herein to a Subsidiary means a Subsidiary of Borrower.


 


“Term Loan Commitment” is,
for any Lender, the obligation of such Lender to make the Term Loan, up to the principal amount shown on Schedule 1.1. “Term
Loan Commitments” means the aggregate amount of such commitments of all Lenders.


 


“Term A Draw Period” is the
period commencing on the date on which Borrower achieves the Term A Milestone and ending on the earliest of (i) September 30,
2023, (ii) the date immediately prior to the Funding Date of the Term B Loan and (iii) the occurrence of an Event of Default
(unless such Event of Default is cured or waived by Collateral Agent and Lenders for the purposes of the continuation of the Term A Draw
Period); provided, however, that the Term A Draw Period shall not commence if on the date that Borrower achieves the Term A Milestone,
an Event of Default has occurred and is continuing until such Event of Default is cured or waived by Collateral Agent and Lenders for
the purposes of the commencement of the Term A Draw Period or an aggregate amount of Fifteen Million Dollars ($15,000,000.00) of Term
A Loan has already been made under this Agreement.


 






    34


     


    

 


“Term A Milestone” is the filing
by Borrower of its annual report for the fiscal year ending on December 31, 2022, on form 10-K with the U.S. Securities and Exchange
Commission, along with audited consolidated financial statements prepared under GAAP, consistently applied, together with an opinion from
an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; provided that such
audited consolidated financial statements shall include an unqualified opinion of Borrower’s independent certified public accounting
firm on such financial statements.


 


“Term B Draw Period” is the
period commencing on September 1, 2023, if Borrower has achieved the Term B Milestone, and ending on the earlier of (i) December 15,
2023 and (ii) the occurrence of an Event of Default (unless such Event of Default is cured or waived by Collateral Agent and Lenders
for the purposes of the continuation of the Term B Draw Period); provided, however, that the Term B Draw Period shall not commence if
on the date that it would otherwise have commenced, an Event of Default has occurred and is continuing until such Event of Default is
cured or waived by Collateral Agent and Lenders for the purposes of the commencement of the Term B Draw Period.


 


“Term B Milestone” is the achievement
by Borrower of consolidated trailing three months revenue, as measured in accordance with GAAP at the end of any given month, on or before
June 30, 2023 of at least Five Million Seven Hundred Fifty Thousand Dollars ($5,750,000.00).


 


“Term C Draw Period” is the
period commencing on September 1, 2024, if Borrower has achieved the Term C Milestone, and ending on the earlier of (i) December 15,
2024 and (ii) the occurrence of an Event of Default (unless such Event of Default is cured or waived by Collateral Agent and Lenders
for the purposes of the continuation of the Term C Draw Period); provided, however, that the Term C Draw Period shall not commence if
on the date that it would otherwise have commenced, an Event of Default has occurred and is continuing until such Event of Default is
cured or waived by Collateral Agent and Lenders for the purposes of the commencement of the Term C Draw Period.


 


“Term C Milestone” is the achievement
by Borrower of consolidated trailing three months revenue, as measured in accordance with GAAP at the end of any given month, on or before
June 30, 2024 of at least Nine Million Dollars ($9,000,000.00).


 


“Trademarks” means any trademark
and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the
entire goodwill of the business of Borrower and each of its Subsidiaries connected with and symbolized by such trademarks.


 


“TTM Revenue” means trailing
twelve (12) months’ consolidated revenue, determined in accordance with GAAP, as of any date of determination.


 


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    35


     


    

 


IN WITNESS WHEREOF, the parties hereto
have caused this Agreement to be executed as of the Effective Date.


 


BORROWER:


 


CVRx, INC.


 


	By	/s/ Jared Oasheim	 
	Name:	Jared Oasheim	 
	Title: 	Chief Financial Officer	 


 


COLLATERAL AGENT AND LENDER:


 


INNOVATUS LIFE SCIENCES LENDING FUND I, LP


 


By: Innovatus Life Sciences GP, LP


Its: General Partner


 


	By 	/s/ Andrew Dym	 
	Name:	Andrew Dym	 
	Title: 	Authorized Signatory	 



 






    


     


    

 


SCHEDULE 1.1


 


Lenders and Commitments


 





	 	Term A Loan	 
	Lender	Term Loan A Commitment	Commitment Percentage
	INNOVATUS LIFE SCIENCES LENDING FUND I, LP	$15,000,000	100.00%
	TOTAL	$15,000,000	100.00%


  





	 	Term B Loan	 
	Lender	Term Loan B Commitment	Commitment Percentage
	INNOVATUS LIFE SCIENCES LENDING FUND I, LP	$30,000,000 minus the funded amount of Term A Loan	100.00%
	TOTAL	$30,000,000 minus the funded amount of Term A Loan	100.00%


  



	 	Term C Loan	 
	Lender	Term Loan C Commitment	Commitment Percentage
	INNOVATUS LIFE SCIENCES LENDING FUND I, LP	$20,000,000.00	100.00%
	TOTAL	$20,000,000.00	100.00%



 



 






    


     


    

 


EXHIBIT A


 


Description of Collateral


 


The Collateral consists of all of Borrower’s
right, title and interest in and to the following property:


 


All goods, Accounts (including
health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases, license agreements, franchise
agreements, General Intangibles (including Intellectual Property), commercial tort claims, documents, instruments (including any promissory
notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates of deposit,
fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment
property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and


 


All Borrower’s Books
relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments,
accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.


 






    


     


    

 


EXHIBIT B-1


 


Loan Payment Request Form


 


[Intentionally Omitted]


 






    


     


    

 


EXHIBIT B-2


 


Form of Disbursement Letter


 


[Intentionally Omitted]


 






    


     


    

 


EXHIBIT C


 


Compliance Certificate


 


[Intentionally Omitted]


 






    


     


    

 


Exhibit C-2


 


Loan Confirmation


 


[Intentionally Omitted]


 






    


     


    

 


EXHIBIT D


 


Form of Secured Promissory Note


 


[see attached]


 






    


     


    

 


SECURED PROMISSORY NOTE


(Term [A][B][C] Loan)


 


	$____________________	 Dated: [DATE]



 


FOR VALUE RECEIVED, the undersigned,
CVRx, INC., a Delaware corporation (“Borrower”) HEREBY PROMISES TO PAY to the order of INNOVATUS LIFE SCIENCES
LENDING FUND I, LP (“Lender”) the principal amount of [___________] MILLION DOLLARS ($______________) or such lesser
amount as shall equal the outstanding principal balance of the Term [A][B][C] Loan made to Borrower by Lender, plus interest on the
aggregate unpaid principal amount of such Term [A][B][C] Loan, at the rates and in accordance with the terms of the Loan and Security
Agreement dated October 31, 2022 by and among Borrower, Lender, INNOVATUS LIFE SCIENCES LENDING FUND I, LP, as Collateral Agent,
and the other Lenders from time to time party thereto (as amended, restated, supplemented or otherwise modified from time to time, the
 “Loan Agreement”). If not sooner paid, the entire principal amount and all accrued and unpaid interest hereunder shall
be due and payable on the Maturity Date as set forth in the Loan Agreement. Any capitalized term not otherwise defined herein shall have
the meaning attributed to such term in the Loan Agreement.


 


Principal, interest and all other amounts due
with respect to the Term [A][B][C] Loan, are payable in lawful money of the United States of America to Lender as set forth in the
Loan Agreement and this Secured Promissory Note (this “Note”). The principal amount of this Note and the interest rate
applicable thereto, and all payments made with respect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed
on the grid attached hereto which is part of this Note.


 


The Loan Agreement, among other things, (a) provides
for the making of a secured Term [A][B][C] Loan by Lender to Borrower, and (b) contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events.


 


This Note may not be prepaid except as set forth
in Section 2.2 (c) and Section 2.2(d) of the Loan Agreement.


 


This Note and the obligation of Borrower to repay
the unpaid principal amount of the Term [A][B][C] Loan, interest on the Term [A][B][C] Loan and all other amounts due Lender
under the Loan Agreement is secured under the Loan Agreement.


 


Presentment for payment, demand, notice of protest
and all other demands and notices of any kind in connection with the execution, delivery, performance and enforcement of this Note are
hereby waived.


 


Borrower shall pay all reasonable fees and expenses,
including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce
any of Borrower’s obligations hereunder not performed when due.


 


This Note shall be governed by, and construed
and interpreted in accordance with, the internal laws of the State of New York.


 


The ownership of an interest in this Note shall
be registered on a record of ownership maintained by Lender or its agent. Notwithstanding anything else in this Note to the contrary,
the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record
of ownership and the transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered
holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in this Note on the part of any other person or entity.


 


[Balance of Page Intentionally Left
Blank]


 






    


     


    

 


IN WITNESS WHEREOF, Borrower
has caused this Note to be duly executed by one of its officers thereunto duly authorized on the date hereof.


 


	 	BORROWER:
	 	 
	 	CVRx, INC.
	 	 
	 	 
	 	By	               
	 	Name:	 
	 	Title:	 


 






    


     


    

 


CORPORATE BORROWING CERTIFICATE


 


[Intentionally Omitted]


 






    


     


    

 


ANNEX I


 


Collateral Agent and Lender Terms


 


1.            Appointment
of Collateral Agent.


 


(a)            Each
Lender hereby appoints INNOVATUS LIFE SCIENCES LENDING FUND I, LP (together with any successor Collateral Agent pursuant to Section 7
of this Annex I) as Collateral Agent under the Loan Documents and authorizes Collateral Agent to (i) execute and deliver the Loan
Documents and accept delivery thereof on its behalf from Borrower, (ii) take such action on its behalf and to exercise all rights,
powers and remedies and perform the duties as are expressly delegated to Collateral Agent under such Loan Documents and (iii) exercise
such powers as are reasonably incidental thereto.


 


(b)            Without
limiting the generality of clause (a) above, Collateral Agent shall have the sole and exclusive right and authority (to the exclusion
of the Lenders), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Lenders with respect to all
payments and collections arising in connection with the Loan Documents (including in any other bankruptcy, insolvency or similar proceeding),
and each Person making any payment in connection with any Loan Document to any Lender is hereby authorized to make such payment to Collateral
Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of Collateral Agent and Lenders
with respect to any Obligation in any bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf
of such Lender), (iii) act as collateral agent for Collateral Agent and each Lender for purposes of the perfection of all Liens created
by the Loan Documents and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take
such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created
by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to Collateral
Agent and the other Lenders with respect to the Borrower and/or the Collateral, whether under the Loan Documents, applicable Requirements
of Law or otherwise and (vii) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has
consented in writing to such amendment, consent or waiver; provided, however, that Collateral Agent hereby appoints, authorizes
and directs each Lender to act as collateral sub-agent for Collateral Agent and the Lenders for purposes of the perfection of all Liens
with respect to the Collateral, including any Deposit Account maintained by Borrower with, and cash and Cash Equivalents held by, such
Lender, and may further authorize and direct the Lenders to take further actions as collateral sub-agents for purposes of enforcing such
Liens or otherwise to transfer the Collateral subject thereto to Collateral Agent, and each Lender hereby agrees to take such further
actions to the extent, and only to the extent, so authorized and directed. Collateral Agent may, upon any term or condition it specifies,
delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with
respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Lender).
Any such Person shall benefit from this Annex I to the extent provided by Collateral Agent.


 


(c)            Under
the Loan Documents, Collateral Agent (i) is acting solely on behalf of the Lenders, with duties that are entirely administrative
in nature, notwithstanding the use of the defined term “Collateral Agent”, the terms “agent”, “Collateral
Agent” and “collateral agent” and similar terms in any Loan Document to refer to Collateral Agent, which terms are used
for title purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein or
any role as agent, fiduciary or trustee of or for any Lender or any other Person and (iii) shall have no implied functions, responsibilities,
duties, obligations or other liabilities under any Loan Document, and each Lender, by accepting the benefits of the Loan Documents, hereby
waives and agrees not to assert any claim against Collateral Agent based on the roles, duties and legal relationships expressly disclaimed
in clauses (i) through (iii) above. Except as expressly set forth in the Loan Documents, Collateral Agent shall not have any
duty to disclose, and shall not be liable for failure to disclose, any information relating to Borrower or any of its Subsidiaries that
is communicated to or obtained by [LENDER 2] or any of its Affiliates in any capacity.


 


2.            Binding
Effect; Use of Discretion; E-Systems.


 


(a)            Each
Lender, by accepting the benefits of the Loan Documents, agrees that (i) any action taken by Collateral Agent or Required Lenders
(or, if expressly required in any Loan Document, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents,
(ii) any action taken by Collateral Agent in reliance upon the instructions of Required Lenders (or, where so required, such greater
proportion) and (iii) the exercise by Collateral Agent or Required Lenders (or, where so required, such greater proportion) of the
powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding
upon all of Lenders.


 






    


     


    

 


(b)            If
Collateral Agent shall request instructions from Required Lenders or all affected Lenders with respect to any act or action (including
failure to act) in connection with any Loan Document, then Collateral Agent shall be entitled to refrain from such act or taking such
action unless and until Collateral Agent shall have received instructions from Required Lenders or all affected Lenders, as the case may
be, and Collateral Agent shall not incur liability to any Person by reason of so refraining. Collateral Agent shall be fully justified
in failing or refusing to take any action under any Loan Document (i) if such action would, in the opinion of Collateral Agent, be
contrary to any Requirement of Law or any Loan Document, (ii) if such action would, in the opinion of Collateral Agent, expose Collateral
Agent to any potential liability under any Requirement of Law or (iii) if Collateral Agent shall not first be indemnified to its
satisfaction against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such
action. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Collateral Agent as a result of Collateral
Agent acting or refraining from acting under any Loan Document in accordance with the instructions of Required Lenders or all affected
Lenders, as applicable.


 


(c)            Collateral
Agent is hereby authorized by Borrower and each Lender to establish procedures (and to amend such procedures from time to time) to facilitate
administration and servicing of the Term Loan and other matters incidental thereto. Without limiting the generality of the foregoing,
Collateral Agent is hereby authorized to establish procedures to make available or deliver, or to accept, notices, documents (including,
without limitation, borrowing base certificates) and similar items on, by posting to or submitting and/or completion, on E-Systems. Borrower
and each Lender acknowledges and agrees that the use of transmissions via an E-System or electronic mail is not necessarily secure and
that there are risks associated with such use, including risks of interception, disclosure and abuse, and Borrower and each Lender assumes
and accepts such risks by hereby authorizing the transmission via E-Systems or electronic mail. Each “e-signature” on any
such posting shall be deemed sufficient to satisfy any requirement for a “signature”, and each such posting shall be deemed
sufficient to satisfy any requirement for a “writing”, in each case including pursuant to any Loan Document, any applicable
provision of any Code, the federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act
and any substantive or procedural Requirement of Law governing such subject matter. All uses of an E-System shall be governed by and subject
to, in addition to this Section, the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms,
conditions and privacy policy as may be updated from time to time, including on such E-System) and related contractual obligations executed
by Collateral Agent, Borrower and/or Lenders in connection with the use of such E-System. ALL E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL
BE PROVIDED “AS IS” AND “AS AVAILABLE”. NO REPRESENTATION OR WARRANTY OF ANY KIND IS MADE BY AGENT, ANY LENDER
OR ANY OF THEIR RELATED PERSONS IN CONNECTION WITH ANY E-SYSTEMS.


 


3.            Collateral
Agent’s Reliance, Etc. Collateral Agent may, without incurring any liability hereunder, (a) consult with any of its Related
Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants
and experts engaged by, Borrower) and (b) rely and act upon any document and information (including those transmitted by electronic
transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise
authenticated by the appropriate parties. None of Collateral Agent and its Related Persons shall be liable for any action taken or omitted
to be taken by any of them under or in connection with any Loan Document, and each Lender and Borrower hereby waives and shall not assert
(and Borrower shall cause its Subsidiaries to waive and agree not to assert) any right, claim or cause of action based thereon, except
to the extent of liabilities resulting from the gross negligence or willful misconduct of Collateral Agent or, as the case may be, such
Related Person (each as determined in a final, non-appealable judgment of a court of competent jurisdiction) in connection with the duties
of Collateral Agent expressly set forth herein. Without limiting the foregoing, Collateral Agent: (i) shall not be responsible or
otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions
or omissions of any of its Related Persons, except to the extent that a court of competent jurisdiction determines in a final non-appealable
judgment that Collateral Agent acted with gross negligence or willful misconduct in the selection of such Related Person; (ii) shall
not be responsible to any Lender or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness,
sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection
with, any Loan Document; (iii) makes no warranty or representation, and shall not be responsible, to any Lender or other Person for
any statement, document, information, representation or warranty made or furnished by or on behalf of Borrower or any Related Person of
Borrower in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect
to Borrower, whether or not transmitted or (except for documents expressly required under any Loan Document to be transmitted to the Lenders)
omitted to be transmitted by Collateral Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature
or results of any due diligence performed by Collateral Agent in connection with the Loan Documents; and (iv) shall not have any
duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth
in any Loan Document is satisfied or waived, as to the financial condition of Borrower or as to the existence or continuation or possible
occurrence or continuation of any Event of Default, and shall not be deemed to have notice or Knowledge of such occurrence or continuation
unless it has received a notice from Borrower or any Lender describing such Event of Default that is clearly labeled “notice of
default” (in which case Collateral Agent shall promptly give notice of such receipt to all Lenders, provided that Collateral
Agent shall not be liable to any Lender for any failure to do so, except to the extent that such failure is attributable to Collateral
Agent’s gross negligence or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction);
and, for each of the items set forth in clauses (i) through (iv) above, each Lender and Borrower hereby waives and agrees not
to assert (and Borrower shall cause its Subsidiaries to waive and agree not to assert) any right, claim or cause of action it might have
against Collateral Agent based thereon.


 






    


     


    

 


4.            Collateral
Agent Individually. Collateral Agent and its Affiliates may make loans and other extensions of credit to, acquire stock and stock
equivalents of, engage in any kind of business with, Borrower or any Affiliate of Borrower as though it were not acting as Collateral
Agent and may receive separate fees and other payments therefor. To the extent Collateral Agent or any of its Affiliates makes the Term
Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject
to the same obligations and liabilities as any other Lender and the terms “Lender”, “Required Lender” and any
similar terms shall, except where otherwise expressly provided in any Loan Document, include, without limitation, Collateral Agent or
such Affiliate, as the case may be, in its individual capacity as Lender, or as one of the Required Lenders.


 


5.            Lender
Credit Decision; Collateral Agent Report. Each Lender acknowledges that it shall, independently and without reliance upon Collateral
Agent, any Lender or any of their Related Persons or upon any document solely or in part because such document was transmitted by Collateral
Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of Borrower and
make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan
Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as
it shall deem appropriate. Except for documents expressly required by any Loan Document to be transmitted by Collateral Agent to the Lenders,
Collateral 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 and other condition or creditworthiness of Borrower or any Affiliate of Borrower that may come
in to the possession of Collateral Agent or any of its Related Persons. Each Lender agrees that is shall not rely on any field examination,
audit or other report provided by Collateral Agent or its Related Persons (a “Collateral Agent Report”). Each Lender
further acknowledges that any Collateral Agent Report (a) is provided to the Lenders solely as a courtesy, without consideration,
and based upon the understanding that such Lender will not rely on such Collateral Agent Report, (b) was prepared by Collateral Agent
or its Related Persons based upon information provided by Borrower solely for Collateral Agent’s own internal use, and (c) may
not be complete and may not reflect all information and findings obtained by Collateral Agent or its Related Persons regarding the operations
and condition of Borrower. Neither Collateral Agent nor any of its Related Persons makes any representations or warranties of any kind
with respect to (i) any existing or proposed financing, (ii) the accuracy or completeness of the information contained in any
Collateral Agent Report or in any related documentation, (iii) the scope or adequacy of Collateral Agent’s and its Related
Persons’ due diligence, or the presence or absence of any errors or omissions contained in any Collateral Agent Report or in any
related documentation, and (iv) any work performed by Collateral Agent or Collateral Agent’s Related Persons in connection
with or using any Collateral Agent Report or any related documentation. Neither Collateral Agent nor any of its Related Persons shall
have any duties or obligations in connection with or as a result of any Lender receiving a copy of any Collateral Agent Report. Without
limiting the generality of the forgoing, neither Collateral Agent nor any of its Related Persons shall have any responsibility for the
accuracy or completeness of any Collateral Agent Report, or the appropriateness of any Collateral Agent Report for any Lender’s
purposes, and shall have no duty or responsibility to correct or update any Collateral Agent Report or disclose to any Lender any other
information not embodied in any Collateral Agent Report, including any supplemental information obtained after the date of any Collateral
Agent Report. Each Lender releases, and agrees that it will not assert, any claim against Collateral Agent or its Related Persons that
in any way relates to any Collateral Agent Report or arises out of any Lender having access to any Collateral Agent Report or any discussion
of its contents, and agrees to indemnify and hold harmless Collateral Agent and its Related Persons from all claims, liabilities and expenses
relating to a breach by any Lender arising out of such Lender’s access to any Collateral Agent Report or any discussion of its contents.


 






    


     


    

 


6.            Indemnification.
Each Lender agrees to reimburse Collateral Agent and each of its Related Persons (to the extent not reimbursed by Borrower as required
under the Loan Documents) promptly upon demand for its Pro Rata Share of any out-of-pocket costs and expenses (including, without limitation,
fees, charges and disbursements of financial, legal and other advisors and any taxes or insurance paid in the name of, or on behalf of,
Borrower) incurred by Collateral Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery,
administration, modification, amendment, consent, waiver or enforcement of, or the taking of any other action (whether through negotiations,
through any work-out, bankruptcy, restructuring or other legal or other proceeding (including, without limitation, preparation for and/or
response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect
to, its rights or responsibilities under, any Loan Document. Each Lender further agrees to indemnify Collateral Agent and each of its
Related Persons (to the extent not reimbursed by Borrower as required under the Loan Documents), ratably according to its Pro Rata Share,
from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever (including, to the extent not indemnified by the applicable Lender, taxes, interests and penalties imposed
for not properly withholding or backup withholding on payments made to or for the account of any Lender) that may be imposed on, incurred
by, or asserted against Collateral Agent or any of its Related Persons in any matter relating to or arising out of, in connection with
or as a result of any Loan Document or any other act, event or transaction related, contemplated in or attendant to any such document,
or, in each case, any action taken or omitted to be taken by Collateral Agent or any of its Related Persons under or with respect to the
foregoing; provided that no Lender shall be liable to Collateral Agent or any of its Related Persons under this Section 6
of this Annex I to the extent such liability has resulted from the gross negligence or willful misconduct of Collateral Agent or, as the
case may be, such Related Person, as determined by a final non-appealable judgment of a court of competent jurisdiction. To the extent
required by any applicable Requirement of Law, Collateral Agent may withhold from any payment to any Lender under a Loan Document an amount
equal to any applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that Collateral
Agent did not properly withhold tax from amounts paid to or for the account of any Lender for any reason, or if Collateral Agent reasonably
determines that it was required to withhold taxes from a prior payment to or for the account of any Lender but failed to do so, such Lender
shall promptly indemnify Collateral Agent fully for all amounts paid, directly or indirectly, by Collateral Agent as tax or otherwise,
including penalties and interest, and together with all expenses incurred by Collateral Agent. Collateral Agent may offset against any
payment to any Lender under a Loan Document, any applicable withholding tax that was required to be withheld from any prior payment to
such Lender but which was not so withheld, as well as any other amounts for which Collateral Agent is entitled to indemnification from
such Lender under the immediately preceding sentence of this Section 6 of this Annex I.


 


7.            Successor
Collateral Agent. Collateral Agent may resign at any time by delivering notice of such resignation to the Lenders and Borrower, effective
on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance
with the terms of this Section 7 of this Annex I. If Collateral Agent delivers any such notice, the Required Lenders shall have the
right to appoint a successor Collateral Agent. If, after 30 days after the date of the retiring Collateral Agent’s notice of resignation,
no successor Collateral Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Collateral
Agent may, on behalf of the Lenders, appoint a successor Collateral Agent from among the Lenders. Effective immediately upon its resignation,
(a) the retiring Collateral Agent shall be discharged from its duties and obligations under the Loan Documents, (b) the Lenders
shall assume and perform all of the duties of Collateral Agent until a successor Collateral Agent shall have accepted a valid appointment
hereunder, (c) the retiring Collateral Agent and its Related Persons shall no longer have the benefit of any provision of any Loan
Document other than with respect to any actions taken or omitted to be taken while such retiring Collateral Agent was, or because such
Collateral Agent had been, validly acting as Collateral Agent under the Loan Documents, and (iv) subject to its rights under Section 2(b) of
this Annex I, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral
Agent its rights as Collateral Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Collateral
Agent, a successor Collateral Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring
Collateral Agent under the Loan Documents.


 






    


     


    

 


8.            Release
of Collateral. Each Lender hereby consents to the release and hereby directs Collateral Agent to release (or in the case of clause
(b)(ii) below, release or subordinate) the following:


 


(a)            any
Guarantor or Subsidiary “co-Borrower” if all of the stock of such Subsidiary owned by Borrower is sold or transferred in a
transaction permitted under the Loan Documents (including pursuant to a valid waiver or consent), to the extent that, after giving effect
to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to any Loan Document; and


 


(b)            any
Lien held by Collateral Agent for the benefit of itself and the Lenders against (i) any Collateral that is sold or otherwise disposed
of by Borrower in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), (ii) any Collateral
subject to a Lien that is expressly permitted under clause (c) of the definition of the term “Permitted Lien” and (iii) all
of the Collateral and Borrower, upon (A) termination of all of the Commitments, (B) payment in full in cash of all of the Obligations
that Collateral Agent has theretofore been notified in writing by the holder of such Obligation are then due and payable, and (C) to
the extent requested by Collateral Agent, receipt by Collateral Agent and Lenders of liability releases from Borrower in form and substance
acceptable to Collateral Agent (the satisfaction of the conditions in this clause (iii), the “Termination Date”).


 


9.            Setoff
and Sharing of Payments. In addition to any rights now or hereafter granted under any applicable requirement of law and not by way
of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default and subject to Section 10(d) of
this Annex I, each Lender is hereby authorized at any time or from time to time upon the direction of Collateral Agent, without notice
to Borrower or any other Person, any such notice being hereby expressly waived, to setoff and to appropriate and to apply any and all
balances held by it at any of its offices for the account of Borrower (regardless of whether such balances are then due to Borrower) and
any other properties or assets at any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower
against and on account of any of the Obligations that are not paid when due. Any Lender exercising a right of setoff or otherwise receiving
any payment on account of the Obligations in excess of its Pro Rata Share thereof shall purchase for cash (and the other Lenders or holders
shall sell) such participations in each such other Lender’s or holder’s Pro Rata Share of the Obligations as would be necessary
to cause such Lender to share the amount so offset or otherwise received with each other Lender or holder in accordance with their respective
Pro Rata Shares of the Obligations. Borrower agrees, to the fullest extent permitted by law, that (a) any Lender may exercise its
right to offset with respect to amounts in excess of its Pro Rata Share of the Obligations and may purchase participations in accordance
with the preceding sentence and (b) any Lender so purchasing a participation in the Term Loan made or other Obligations held by other
Lenders or holders may exercise all rights of offset, bankers’ lien, counterclaim or similar rights with respect to such participation
as fully as if such Lender or holder were a direct holder of the Term Loan and the other Obligations in the amount of such participation.
Notwithstanding the foregoing, if all or any portion of the offset amount or payment otherwise received is thereafter recovered from the
Lender that has exercised the right of offset, the purchase of participations by that Lender shall be rescinded and the purchase price
restored without interest.


 


10.            Advances;
Payments; Non-Funding Lenders; Actions in Concert.


 


(a)            Advances;
Payments. If Collateral Agent receives any payment with respect to the Term Loan for the account of Lenders on or prior to 2:00 p.m. (New
York time) on any Business Day, Collateral Agent shall pay to each applicable Lender such Lender’s Pro Rata Share of such payment
on such Business Day. If Collateral Agent receives any payment with respect to the Term Loan for the account of Lenders after 2:00
p.m. (New York time) on any Business Day, Collateral Agent shall pay to each applicable Lender such Lender’s Pro Rata Share
of such payment on the next Business Day.


 






    


     


    

 


(b)            Return
of Payments.


 


(i)            If
Collateral Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will
be received by Collateral Agent from Borrower and such related payment is not received by Collateral Agent, then Collateral Agent will
be entitled to recover such amount (including interest accruing on such amount at the rate otherwise applicable to such Obligation) from
such Lender on demand without setoff, counterclaim or deduction of any kind.


 


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


 


(c)            Non-Funding
Lenders.


 


(i)            Unless
Collateral Agent shall have received notice from a Lender prior to the date of any Term Loan that such Lender will not make available
to Collateral Agent such Lender’s Pro Rata Share of such Term Loan, Collateral Agent may assume that such Lender will make such
amount available to it on the date of such Term Loan in accordance with Section 2(b) of this Annex I, and Collateral Agent may
(but shall not be obligated to), in reliance upon such assumption, make available a corresponding amount for the account of Borrower on
such date. If and to the extent that such Lender shall not have made such amount available to Collateral Agent, such Lender and Borrower
severally agree to repay to Collateral Agent forthwith on demand such corresponding amount together with interest thereon, for each day
from the day such amount is made available to Borrower until the day such amount is repaid to Collateral Agent, at a rate per annum equal
to the interest rate applicable to the Obligation that would have been created when Collateral Agent made available such amount to Borrower
had such Lender made a corresponding payment available. If such Lender shall repay such corresponding amount to Collateral Agent, the
amount so repaid shall constitute such Lender’s portion of such Term Loan for purposes of this Agreement.


 


(ii)            To
the extent that any Lender has failed to fund any Term Loan or any other payments required to be made by it under the Loan Documents after
any such Term Loan is required to be made or such payment is due (a “Non-Funding Lender”), Collateral Agent shall be
entitled to set off the funding short-fall against that Non-Funding Lender’s Pro Rata Share of all payments received from Borrower.
The failure of any Non-Funding Lender to make any Term Loan or any payment required by it hereunder shall not relieve any other Lender
(each such other Lender, an “Other Lender”) of its obligations to make such Term Loan, but neither any Other Lender
nor Collateral Agent shall be responsible for the failure of any Non-Funding Lender to make such Term Loan or make any other payment required
hereunder. Notwithstanding anything set forth herein to the contrary, a Non-Funding Lender shall not have any voting or consent rights
under or with respect to any Loan Document or constitute a “Lender” (or be included in the calculation of “Required
Lender” hereunder) for any voting or consent rights under or with respect to any Loan Document. At Borrower’s request, Collateral
Agent or a Person reasonably acceptable to Collateral Agent shall have the right with Collateral Agent’s consent and in Collateral
Agent’s sole discretion (but Collateral Agent or any such Person shall have no obligation) to purchase from any Non-Funding Lender,
and each Lender agrees that if it becomes a Non-Funding Lender it shall, at Collateral Agent’s request, sell and assign to Collateral
Agent or such Person, all of the Term Loan Commitment (if any), and all of the outstanding Term Loan of that Non-Funding Lender for an
amount equal to the aggregate outstanding principal balance of the Term Loan held by such Non-Funding Lender and all accrued interest
with respect thereto through the date of sale, such purchase and sale to be consummated pursuant to an executed assignment agreement in
form and substance reasonably satisfactory to, and acknowledged by, Collateral Agent.


 


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


 






    


     


    

 


ANNEX Y


 


LOAN
INTEREST RATE AND PAYMENT OF PRINCIPAL

(Term Loan)


 


[Intentionally Omitted]