Exhibit 10.1


 


Execution Version


 


AMENDMENT
NO. 2 to CREDIT AND SECURITY AGREEMENT (TERM LOAN)


  


This AMENDMENT
No. 2 TO CREDIT AND SECURITY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of the 1st
day of June, 2022, by and among AKOYA BIOSCIENCES, INC., a Delaware corporation (“Borrower”), MidCap
FINANCIAL Trust, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”)
and the Lenders (as defined in the Credit Agreement referenced below) party hereto.


 


RECITALS


 


A.           Agent,
Lenders and Borrower have entered into that certain Credit and Security Agreement (Term Loan), dated as of October 27, 2020 (as amended
by that certain Amendment No. 1 to Credit and Security Agreement (Term Loan), dated as of March 21, 2022 and as further amended,
restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as the
same is amended hereby and as it may be further amended, modified, supplemented and restated from time to time, the “Credit Agreement”),
pursuant to which the Lenders have agreed to make certain advances of money and to extend certain financial accommodations to Borrower
in the amounts and manner set forth in the Credit Agreement.


 


B.           Borrower
has requested that that Agent and Lenders amend certain provisions of the Existing Credit Agreement to, among other things, add an additional
term loan tranche.


 


C.           Agent
and the Lenders party hereto have agreed, on and subject to the terms and conditions set forth in this Agreement, to amend the Existing
Credit Agreement to, among other things, accommodate the Borrowers’ requests set forth in such Recitals.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Agreement, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Agent, the Lenders party hereto and Borrower hereby agree
as follows:


 


1.           Recitals.
This Agreement shall constitute a Financing Document and the Recitals and each reference to the Credit Agreement, unless otherwise expressly
noted, will be deemed to reference the Credit Agreement as amended hereby. The Recitals set forth above shall be construed as part of
this Agreement as if set forth fully in the body of this Agreement and capitalized terms used but not otherwise defined herein shall have
the meanings ascribed to them in the Credit Agreement (including those capitalized terms used in the Recitals hereto).


 


2.            Amendments
to the Existing Credit Agreement. Subject to the terms and conditions of this Agreement, including, without limitation, the satisfaction
of the conditions set forth in Section 4 hereof, the Existing Credit Agreement is hereby amended as set forth on Exhibit A
attached hereto such that all of the newly inserted and underscored
provisions and any formatting changes reflected therein shall be deemed inserted or made, as applicable, and all of the stricken
provisions shall be deemed to be deleted therefrom, which Credit Agreement shall immediately and automatically become effective upon the
effectiveness of this Agreement in accordance with Section 4 below. Schedules, Exhibits and Annexes to the Existing Credit
Agreement shall remain as in effect under the Existing Credit Agreement, except with respect to the Schedules, Exhibits and Annexes set
forth on Exhibit B attached hereto, which shall replace the corresponding Schedules, Exhibits and Annexes to the Existing
Credit Agreement in their entirety.


 


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3.           Representations
and Warranties; Reaffirmation of Security Interest. Borrower hereby (a) confirms that all of the representations and warranties
set forth in the Credit Agreement are true and correct in all material respects (without duplication of any materiality qualifier in the
text of such representation or warranty) with respect to Borrower as of the date hereof, except to the extent that any such representation
or warranty relates to a specific date in which case such representation or warranty shall be true and correct as of such earlier date
and (b) covenants to perform its respective obligations under the Credit Agreement. Borrower
confirms and agrees that all security interests and Liens granted to Agent continue in full force and effect, and all Collateral remains
free and clear of any Liens, other than Permitted Liens. Nothing herein is intended to impair or limit the validity, priority or extent
of Agent’s security interests in and Liens on the Collateral. Borrower acknowledges and agrees that the Credit Agreement,
the other Financing Documents and this Agreement constitute the legal, valid and binding obligation
of Borrower, and are enforceable against Borrower in accordance with its terms, except as the enforceability thereof may be limited by
bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable
principles.


 


4.           Conditions
to Effectiveness. This Agreement shall become effective as of the date on which each of the following conditions has been satisfied,
as determined by Agent in its sole discretion:


 


(a)            Agent
shall have received (including by way of electronic transmission) a duly authorized, executed and delivered counterpart of the signature
page to this Agreement from Borrower, the Agent and the Lenders;


 


(b)            Agent
shall have received a duly executed copy of the Amended and Restated Fee Letter;


 


(c)            Agent
shall have received an updated Perfection Certificate, in form and substance reasonably satisfactory to Agent;


 


(d)            Agent
shall have received a duly authorized, executed and delivered secretary’s certificate from Borrower certifying as to (i) the
names and signatures of each officer of Borrower authorized to execute and deliver this Agreement and all documents executed in connection
therewith, (ii) the organizational documents of Borrower attached to such certificate are complete and correct copies of such organizational
documents as in effect on the date of such certification, (iii) the resolutions of Borrower’s board of directors or other appropriate
governing body approving and authorizing the execution, delivery and performance of this Agreement and the other documents executed in
connection therewith, and (iv) certificates attesting to the good standing of Borrower in its jurisdiction of organization;


 


(e)            Agent
shall have received, with respect to Borrower, (i) current UCC searches from the Secretary of State of its jurisdiction of organization;
and (ii) judgment, pending litigation, federal tax lien, personal property tax lien, and corporate and partnership tax lien searches,
in each applicable jurisdiction, in each case, with results reasonably acceptable to the Agent;


 


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(f)            Agent
shall have received an opinion of counsel to Borrower, addressed to the Agent and the Lenders, addressing such matters that the Agent
may reasonably request;


 


(g)            Agent
shall have received a duly executed Notice of Borrowing as required pursuant to Section 2.1(a)(i)(D) of the Credit Agreement;


 


(h)            all
representations and warranties set forth in the Credit Agreement shall be true and correct in all material respects (without duplication
of any materiality qualifier in the text of such representation or warranty) as of the date hereof, except to the extent that any such
representation or warranty relates to a specific date in which case such representation or warranty shall be true and correct in all material
respects as of such earlier date (and such parties’ delivery of their respective signatures
hereto shall be deemed to be its certification thereof); and


 


(i)            immediately
prior to and after giving effect to the agreements set forth herein, no Default or Event of Default shall exist under any of the Financing
Documents.


 


5.            Post-Closing
Obligations.


 


(a)            Borrowers
shall by the date that is sixty (60) days after the date hereof (or such later date as Agent may agree, in its sole discretion), deliver
to Agent a duly executed landlord agreement in form and substance reasonably satisfactory to Agent, with respect to the premises located
at 100 Campus Drive, Marlborough, MA 01752.


 


(b)            Borrowers
shall by the date that is thirty (30) days after the date hereof (or such later date as Agent may agree, in its sole discretion), deliver
to Agent a duly executed intellectual property security agreement supplement in the form of Annex A to the Intellectual Property Security
Agreement.


 


(c)            Borrower
hereby agrees that failure to comply with the requirements set forth in this Section 5 shall constitute an immediate and automatic
Event of Default.


 


6.            Release.
In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Borrower, voluntarily, knowingly, unconditionally and irrevocably, with specific and express
intent, for and on behalf of itself and all of its respective parents, subsidiaries, affiliates, members, managers, predecessors, successors,
and assigns, and each of its respective current and former directors, officers, shareholders, agents, and employees, and each of its respective
predecessors, successors, heirs, and assigns (individually and collectively, the “Releasing Parties”) does hereby fully
and completely release, acquit and forever discharge each of Agent, Lenders, and each their respective parents, subsidiaries, affiliates,
members, managers, shareholders, directors, officers and employees, and each of their respective predecessors, successors, heirs, and
assigns (individually and collectively, the “Released Parties”), of and from any and all actions, causes of action,
suits, debts, disputes, damages, claims, obligations, liabilities, costs, expenses and demands of any kind whatsoever, at law or in equity,
whether matured or unmatured, liquidated or unliquidated, vested or contingent, choate or inchoate, known or unknown that the Releasing
Parties (or any of them) has against the Released Parties or any of them (whether directly or indirectly), based in whole or in part on
facts, whether or not now known, existing on or before the date hereof, that relate to, arise out of or otherwise are in connection with:
(i) any or all of the Financing Documents or transactions contemplated thereby or any actions or omissions in connection therewith
or (ii) any aspect of the dealings or relationships between or among any Borrower, on the one hand, and any or all of the Released
Parties, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof,
in each case, based in whole or in part on facts, whether or not now known, existing before the date hereof. Borrower acknowledges that
the foregoing release is a material inducement to Agent’s and each Lender’s decision to enter into this Agreement and agree
to the modifications contemplated hereunder, and has been relied upon by Agent and Lenders in connection therewith.


 


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7.            No
Waiver or Novation. The execution, delivery and effectiveness of this Agreement shall not,
except as expressly provided in this Agreement, operate as a waiver of any right, power or remedy of Agent, nor constitute a waiver of
any provision of the Credit Agreement, the Financing Documents or any other documents, instruments and agreements executed or delivered
in connection with any of the foregoing. Nothing herein is intended or shall be construed as a waiver of any existing Defaults or Events
of Default under the Credit Agreement or the other Financing Documents or any of Agent’s rights and remedies in respect of such
Defaults or Events of Default. This Agreement (together with any other document executed in connection herewith) is not intended to be,
nor shall it be construed as, a novation of the Credit Agreement.


 


8.            Affirmation.
Except as specifically amended pursuant to the terms hereof, Borrower hereby acknowledges and agrees that the Credit Agreement and all
other Financing Documents (and all covenants, terms, conditions and agreements therein) shall remain in full force and effect, and are
hereby ratified and confirmed in all respects by Borrower. Borrower covenants and agrees to comply with all of the terms, covenants and
conditions of the Credit Agreement and the Financing Documents, notwithstanding any prior course of conduct or other actions or inactions
on Agent’s or any Lender’s part which might otherwise constitute or be construed as a waiver of or amendment to such terms,
covenants and conditions.


 


9.            Miscellaneous.


 


(a)            Reference
to the Effect on the Credit Agreement. Upon the effectiveness of this Agreement, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of similar import shall mean and be a
reference to the Credit Agreement, as modified by this Agreement. Except as specifically set forth above, the Credit Agreement, and all
other Financing Documents (and all covenants, terms, conditions and agreements therein), shall remain in full force and effect, and are
hereby ratified and confirmed in all respects by Borrower.


 


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


 


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(c)            WAIVER
OF JURY TRIAL. BORROWER, AGENT AND THE LENDERS PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. BORROWER, AGENT AND EACH LENDER
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTERING
INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR RELATED FUTURE DEALINGS. BORROWER, AGENT AND EACH LENDER
WARRANTS AND REPRESENTS THAT IT HAS HAD THE OPPORTUNITY OF REVIEWING THIS JURY WAIVER WITH LEGAL COUNSEL, AND THAT IT KNOWINGLY AND VOLUNTARILY
WAIVES ITS JURY TRIAL RIGHTS.


 


(d)            Incorporation
of Credit Agreement Provisions. The provisions contained in Section 11.6 (Indemnification), and Section 12.8(b) (Submission
to Jurisdiction) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their
entirety.


 


(e)            Headings.
Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement
for any other purpose.


 


(f)            Counterparts.
This Agreement may be signed in any number of counterparts, each of which shall be deemed an original and all of which when taken together
shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or by electronic mail
delivery of an electronic version (e.g., .pdf or .tif file) of an executed signature page shall be effective as delivery of an original
executed counterpart hereof and shall bind the parties hereto. In furtherance of the foregoing, the words “execution”, “signed”,
 “signature”, “delivery” and words of like import in or relating to any document to be signed in connection with
this Agreement and the transactions contemplated hereby or thereby shall be deemed to include Electronic Signatures, deliveries or the
keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided
for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.  As used herein, “Electronic
Signature” means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted
by a Person with the intent to sign, authenticate or accept such contract or other record.


 


(g)     Entire
Agreement.     This Agreement constitutes the entire agreement and
understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the
subject matter hereof.


 


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


  


(i)            Successors/Assigns.
This Agreement shall bind, and the rights hereunder shall inure to, the respective successors and assigns of the parties hereto, subject
to the provisions of the Credit Agreement and the other Financing Documents.


 


[SIGNATURES APPEAR ON FOLLOWING PAGES]


 


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IN
WITNESS WHEREOF, intending to be legally bound, the undersigned have executed this Agreement as of the day and year first hereinabove
set forth.


 


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



 


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


 


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	LENDERS:	 	MIDCAP FUNDING XIII TRUST,
	 	 	
	 	 	 
	 	 	By:	Apollo Capital Management, L.P.,
	 	 	its investment manager
	 	 	 
	 	 	By:	Apollo Capital Management GP, LLC,
	 	 	 its general partner
	 	 	 
	 	 	By:	/s/ Maurice Amsellem
	 	 	Name:	 Maurice Amsellem
	 	 	Title:	Authorized Signatory


 


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	LENDERS:	 	ELM 2020-3 TRUST
	 	 	
	 	 	 
	 	 	By:	MidCap Financial Services Capital Management, LLC, as Servicer
	 	 	 
	 	 	By:	/s/ John O’Dea
	 	 	Name:	 John O’Dea
	 	 	Title:	Authorized Signatory


 





	LENDERS:	 	ELM 2020-4 TRUST
	 	 	
	 	 	 
	 	 	By:	MidCap Financial Services Capital Management, LLC, as Servicer
	 	 	 
	 	 	By:	/s/ John O’Dea
	 	 	Name:	 John O’Dea
	 	 	Title:	Authorized Signatory





 


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


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





 


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	BORROWER:	 	AKOYA BIOSCIENCES, INc.
                                                                                                                                                                               
	 	 	 
	 	 	By:	/s/ Joseph Driscoll
	 	 	Name:	 Joseph Driscoll
	 	 	Title:	CFO





 


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EXHIBIT A


 


AMENDED CREDIT AGREEMENT


 


See attached.


 


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Loan)


 









     


     


    

 


Exhibit A
to


Amendment
No. 2 to


Credit and
Security Agreement (Term Loan)


 


 



  


CREDIT AND SECURITY AGREEMENT (TERM LOAN)


 


dated as of October 27, 2020


 


by and among


 


Akoya
biosciences, inc.,


 


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


collectively as Borrowers,


 


and


 


MIDCAP FINANCIAL TRUST,


 


as Agent and as a Lender,


 


and


 


THE ADDITIONAL LENDERS


 


FROM TIME TO TIME PARTY HERETO


 


 


 





 



 


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Table
of Contents


 


Page


 


	Article 1 - DEFINITIONS 	1
	 	 
	Section 1.1	Certain Defined Terms	1
	Section 1.2	Accounting Terms and Determinations	29
	Section 1.3	Other Definitional and Interpretive Provisions	30
	Section 1.4	Settlement and Funding Mechanics	30
	Section 1.5	Time is of the Essence	30
	Section 1.6	Time of Day	30
	 	 	 
	Article 2 - LOANS 	30
	 	 
	Section 2.1	Loans.	30
	Section 2.2	Interest, Interest Calculations and Certain Fees	33
	Section 2.3	Notes	36
	Section 2.4	Reserved.	36
	Section 2.5	Reserved.	36
	Section 2.6	General Provisions Regarding Payment; Loan Account.	36
	Section 2.7	Maximum Interest	37
	Section 2.8	Taxes; Capital Adequacy.	37
	Section 2.9	Appointment of Borrower Representative.	42
	Section 2.10	Joint and Several Liability; Rights of Contribution; Subordination and Subrogation.	43
	Section 2.11	[Reserved].	45
	Section 2.12	Termination; Restriction on Termination.	45
	 	 	 
	Article 3 - REPRESENTATIONS AND WARRANTIES	45
	 	 	 
	Section 3.1	Existence and Power	46
	Section 3.2	Organization and Governmental Authorization; No Contravention	46
	Section 3.3	Binding Effect	46
	Section 3.4	Capitalization	46
	Section 3.5	Financial Information	47
	Section 3.6	Litigation	47
	Section 3.7	Ownership of Property	47
	Section 3.8	No Default	47
	Section 3.9	Labor Matters	47
	Section 3.10	Investment Company Act	48
	Section 3.11	Margin Regulations	48
	Section 3.12	Compliance With Laws; Anti-Terrorism Laws.	48
	Section 3.13	Taxes	48
	Section 3.14	Compliance with ERISA.	48
	Section 3.15	Consummation of Financing Documents; Brokers	49
	Section 3.16	[Reserved]	49
	Section 3.17	Material Contracts	49
	Section 3.18	Compliance with Environmental Requirements; No Hazardous Materials	49
	Section 3.19	Intellectual Property and License Agreements	50
	Section 3.20	Solvency	50
	Section 3.21	Full Disclosure	50



 


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	Section 3.22	[Reserved]	51
	Section 3.23	Subsidiaries	51
	Section 3.24	Regulatory Matters.	51
	Section 3.25	[Reserved]	52
	Section 3.26	Senior Indebtedness Status	52
	Section 3.27	Accuracy of Schedules	52
	 	 	 
	Article 4 - AFFIRMATIVE COVENANTS 	52
	 	 
	Section 4.1	Financial Statements and Other Reports and Notices. Each Borrower will deliver to Agent:	52
	Section 4.2	Payment and Performance of Obligations	54
	Section 4.3	Maintenance of Existence	54
	Section 4.4	Maintenance of Property; Insurance.	54
	Section 4.5	Compliance with Laws and Material Contracts	56
	Section 4.6	Inspection of Property, Books and Records	56
	Section 4.7	Use of Proceeds	56
	Section 4.8	Reserved	56
	Section 4.9	Notices of Material Contracts, Litigation and Defaults.	56
	Section 4.10	Hazardous Materials; Remediation.	57
	Section 4.11	Further Assurances.	57
	Section 4.12	Reserved	58
	Section 4.13	Power of Attorney	59
	Section 4.14	Reserved	59
	Section 4.15	Reserved	59
	Section 4.16	Intellectual Property and Licensing.	59
	Section 4.17	Regulatory Covenants	60
	 	 	 
	Article 5 - NEGATIVE COVENANTS 	61
	 	 
	Section 5.1	Debt; Contingent Obligations	61
	Section 5.2	Liens	61
	Section 5.3	Distributions	61
	Section 5.4	Restrictive Agreements	61
	Section 5.5	Payments and Modifications of Subordinated Debt	61
	Section 5.6	Consolidations, Mergers and Sales of Assets;	62
	Section 5.7	Purchase of Assets, Investments	62
	Section 5.8	Transactions with Affiliates	63
	Section 5.9	Modification of Organizational Documents	63
	Section 5.10	Modification of Certain Agreements	63
	Section 5.11	Conduct of Business	63
	Section 5.12	Reserved	63
	Section 5.13	Limitation on Sale and Leaseback Transactions	63
	Section 5.14	Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts	64
	Section 5.15	Compliance with Anti-Terrorism Laws	64
	Section 5.16	Change in Accounting	65
	Section 5.17	Investment Company Act	65
	Section 5.18	Restricted Foreign Subsidiaries	65



 


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	Article 6 - FINANCIAL COVENANTS 	66
	 	 
	Section 6.1	Minimum Net Revenue	66
	Section 6.2	Evidence of Compliance	66
	 	 	 
	Article 7 - CONDITIONS 	66
	 	 
	Section 7.1	Conditions to Closing	66
	Section 7.2	Conditions to Each Loan	66
	Section 7.3	Searches	67
	Section 7.4	Post-Closing Requirements	67
	 	 	 
	Article 8 – [Reserved] 	68
	 	 
	Article 9 - SECURITY AGREEMENT 	68
	 	 
	Section 9.1	Generally	68
	Section 9.2	Representations and Warranties and Covenants Relating to Collateral.	68
	 	 	 
	Article 10 - EVENTS OF DEFAULT 	72
	 	 
	Section 10.1	Events of Default	72
	Section 10.2	Acceleration and Suspension or Termination of Term Loan Commitment	75
	Section 10.3	UCC Remedies.	75
	Section 10.4	Reserved.	77
	Section 10.5	Default Rate of Interest	77
	Section 10.6	Setoff Rights	77
	Section 10.7	Application of Proceeds.	77
	Section 10.8	Waivers.	78
	Section 10.9	Injunctive Relief	79
	Section 10.10	Marshalling; Payments Set Aside	80
	 	 	 
	Article 11 - AGENT 	80
	 	 
	Section 11.1	Appointment and Authorization	80
	Section 11.2	Agent and Affiliates	80
	Section 11.3	Action by Agent	80
	Section 11.4	Consultation with Experts	81
	Section 11.5	Liability of Agent	81
	Section 11.6	Indemnification	81
	Section 11.7	Right to Request and Act on Instructions	82
	Section 11.8	Credit Decision	82
	Section 11.9	Collateral Matters	82
	Section 11.10	Agency for Perfection	82
	Section 11.11	Notice of Default	83
	Section 11.12	Assignment by Agent; Resignation of Agent; Successor Agent.	83
	Section 11.13	Payment and Sharing of Payment.	84
	Section 11.14	Right to Perform, Preserve and Protect	85
	Section 11.15	Additional Titled Agents	85
	Section 11.16	Amendments and Waivers.	85
	Section 11.17	Assignments and Participations.	86
	Section 11.18	Funding and Settlement Provisions Applicable When Non-Funding Lenders Exist	89



 


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	Article 12 - MISCELLANEOUs 	89
	 	 
	Section 12.1	Survival	89
	Section 12.2	No Waivers	90
	Section 12.3	Notices.	90
	Section 12.4	Severability	90
	Section 12.5	Headings	91
	Section 12.6	Confidentiality	91
	Section 12.7	Waiver of Consequential and Other Damages	91
	Section 12.8	GOVERNING LAW; SUBMISSION TO JURISDICTION.	92
	Section 12.9	WAIVER OF JURY TRIAL	92
	Section 12.10	Publication; Advertisement.	93
	Section 12.11	Counterparts; Integration	93
	Section 12.12	No Strict Construction	94
	Section 12.13	Lender Approvals	94
	Section 12.14	Expenses; Indemnity	94
	Section 12.15	Reinstatement	95
	Section 12.16	Successors and Assigns	96
	Section 12.17	USA PATRIOT Act Notification	96
	Section 12.18	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	96



 


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CREDIT
AND SECURITY AGREEMENT (TERM LOAN)


 


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


 


RECITALS


 


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


 


AGREEMENT


 


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


 


Article 1-
DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Available Tenor”
means, as of any date of determination with respect to the then-current Benchmark, (a) if such Benchmark is a term rate, any tenor
for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement
or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may
be used for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of
such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest
Period” or similar term pursuant to Section 2.2(k).


 


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


 


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


 


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


 


“Base Rate” means a per annum
rate of interest equal to the greater of (a) one and one half percent (1.50%) per annum and (b)  a per annum rate of interest
equal to the rate of interest announced, from time to time, within Wells Fargo Bank, National Association (“Wells Fargo”)
at its principal office in San Francisco as its “prime rate,” with the understanding that the “prime rate” is
one of Wells Fargo’s base rates (not necessarily the lowest of such rates) and serves as the basis upon which effective rates of
interest are calculated for those loans making reference thereto and is evidenced by the recording thereof after its announcement in such
internal publications as Wells Fargo may designate; provided, however, that Agent may, upon prior written notice to Borrower, choose
a reasonably comparable index or source to use as the basis for the Base Rate.


  


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“Benchmark”
means, initially, Term SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with
respect to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent
that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.2(k).


 


“Benchmark Replacement”
means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by Agent
giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining
such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark
rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (b) the related Benchmark
Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement
will be deemed to be the Floor for the purposes of this Agreement and the other Financing Documents.


 


“Benchmark Replacement
Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for
any applicable Available Tenor, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a
positive or negative value or zero) that has been selected by Agent giving due consideration to any selection or recommendation by the
Relevant Governmental Body, or any evolving or then-prevailing market convention at such time, for determining a spread adjustment, or
method for calculating or determining such spread adjustment, for such type of replacement for U.S. dollar-denominated syndicated credit
facilities.


 


“Benchmark Replacement
Date” means the earlier to occur of the following events with respect to the then-current Benchmark: (a) in the case of
clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public
statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the
published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark
(or such component thereof); or (b) in the case of clause (c) of the definition of “Benchmark Transition Event”,
the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced
by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided,
that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause
(c) even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance
of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with
respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available
Tenors of such Benchmark (or the published component used in the calculation thereof).


 


“Benchmark Transition
Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public
statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the
calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or
such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor
administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (b) a public statement
or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in
the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official or resolution authority
with jurisdiction over the administrator for such Benchmark (or such component), or a court or an entity with similar insolvency or resolution
authority, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available
Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);
or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or
the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof)
are no longer, or as of a specified future date will no longer be, representative. For the avoidance of doubt, a “Benchmark Transition
Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth
above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation
thereof).


 


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“Benchmark Transition
Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement
Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th
day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such
prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).


 


“Benchmark Unavailability
Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clauses (a) or
(b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes
hereunder and under any Loan Document in accordance with Section 2.2(k) and (b) ending at the time that a Benchmark Replacement
has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.2(k).


 


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


 


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


 


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


 


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


 


“Business Day” means any day
except a Saturday, Sunday or other day on which either the New York Stock Exchange is closed, or on which commercial banks in New York,
New York are authorized by Law to close; provided, however, that when used in the context of a SOFR Loan, the term “Business
Day” shall also exclude any day that is not also a SOFR Business Day.


 


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


 


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


 


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


 


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


 


“Closing Date” means the date
of this Agreement.


 


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


 


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


 


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“Commitment Annex” means Annex A
to this Agreement.


 


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


 


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


 


“Conforming Changes”
means, with respect to Term SOFR or any Benchmark Replacement, any technical, administrative or operational changes (including (a) changes
to the definition of “Business Day”, “Reference Time” or other definitions, (b) the addition of concepts
such as “interest period”, (c) changes to timing and/or frequency of determining rates, making interest payments, giving
borrowing requests, prepayment, conversion or continuation notices, or length of lookback periods, (d) the applicability of Section 2.8
(Taxes; Capital Adequacy; Increased Costs; Inability to Determine Rates; Illegality) and (e) other technical, administrative or operational
matters) that Agent decides may be appropriate to reflect the adoption and implementation of Term SOFR or such Benchmark Replacement and
to permit the administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption
of any portion of such market practice is not administratively feasible or determines that no such market practice exists, in such other
manner as Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Financing Documents).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“ERISA” means the Employee
Retirement Income Security Act of 1974, as the same may be amended, modified or supplemented from time to time, and any successor statute
thereto, and any and all rules or regulations promulgated from time to time thereunder.


 


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


 


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


 


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


 


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


 


“Excluded Property”
means, collectively:


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“FATCA” means Sections 1471
through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not
materially more onerous to comply with), any current or future U.S. Treasury regulations or official interpretations thereof and any agreement
entered into pursuant to the implementation of Section 1471(b)(1) of the Code, and any intergovernmental agreement, treaty or
convention between the United States Internal Revenue Service, the U.S. Government and any governmental or taxation authority under any
other jurisdiction implementing such sections of the Code.


 


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


 


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


 


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


 


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


 


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


 


“Floor”
means the rate per annum of interest equal to 1.61448%.1


 


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


 


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


 


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


 


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


 


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


 





 






 
 1
Note to draft: This is the 1.50% floor currently in the document for LIBOR loans plus the spread adjustment for Term SOFR
of 0.11448% (see definition of Term SOFR below).



 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Maturity Date” means October 27,
2025.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Other Taxes” means all present
or future stamp, court or documentary, intangible, recording, filing or similar taxes that arise from any payment made under, from the
execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise
with respect to, any Financing Document, except any such taxes that are Other Connection Taxes imposed with respect to an assignment (other
than an assignment made pursuant to Section 2.8(i)).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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


 


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



 


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



 


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



 


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



 


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



  


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



 


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



 


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



 


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



 


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



 


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



 


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


 


“Permitted Contingent Obligations”
means


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


“Permitted Debt” means:


 


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



 


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



 


		(c)	purchase money Debt and Capital Leases not to exceed $2,500,000
in the aggregate at any time (whether in the form of a loan or a lease) used solely to acquire equipment and secured only by such equipment
and any Permitted Refinancing thereof;



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(m)	Subordinated Debt;



 


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



 


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



 


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


 


“Permitted Investments” means:


 


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



 


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



 


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



 


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



 


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



 


		(f)	Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers
and suppliers who are not Affiliates, in the Ordinary Course of Business, provided, however, that this subpart (f) shall not
apply to Investments of any Credit Party in any Subsidiary;



 


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



 


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



 


		(i)	the granting of Permitted Licenses;



 


		(j)	Investments of cash and Cash Equivalents in Restricted Foreign Subsidiaries the proceeds of which will
be used by such Restricted Foreign Subsidiaries solely for the payment of compensation and benefits of employees of Borrower and Subsidiaries
and for administrative expenses; provided that the aggregate amount of Investments made pursuant to this clause (j) does not
exceed $5,500,000 (or the equivalent thereof in any foreign currency) during any fiscal year;



 


		(k)	Investments constituting Permitted Acquisitions;



 


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



 


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



 


“Permitted License” means:


 


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



 


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



 


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



 


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



 


“Permitted Liens”
means:


 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(l)	Liens granted in the Ordinary Course
                                            of Business on the unearned portion of insurance premiums securing the financing of insurance
                                            premiums to the extent the financing is permitted clause (f) of the definition of Permitted
                                            Debt;



 


		(m)	Liens in favor of customs and revenue
                                            authorities arising as a matter of Law to secure payment of customs duties in connection
                                            with the importation of goods in the Ordinary Course of Business;



 


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



 


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



 


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



 


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



 


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



 


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


 


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


 


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


 


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


 


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


 


“Pro Rata Share”
means (a) with respect to a Lender’s obligation to make advances in respect of a Term Loan, the Term Loan Commitment Percentage
of such Lender in respect of such Term Loan, and (b) for all other purposes, as determined by Agent, with respect to each tranche
of the Term Loan and Lender holding a Term Loan Commitment or Term Loan in respect of such tranche, a percentage (expressed as a decimal,
rounded to the ninth decimal place) determined by dividing (i) in the case of fully-funded tranches of the Term Loan, the
amount of the applicable tranche of the Term Loan held by such Lender by the aggregate amount of all outstanding Term Loans in
such tranche, and (ii) in the case of tranches of the Term Loan that are not fully-funded, the amount of Term Loans and unfunded
Term Loan Commitments in respect of such tranche held by such Lender in such tranche by the aggregate amount of all outstanding
Term Loans and unfunded Term Loan Commitments for such tranche.


 


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


 


“Reference Time”
means approximately a time substantially consistent with market practice two (2) SOFR Business Days prior to the first day of each
calendar month. If by 5:00 pm (New York City time) on any interest lookback day, Term SOFR in respect of such interest lookback day has
not been published on the SOFR Administrator’s Website, then Term SOFR for such interest lookback day will be Term SOFR as published
in respect of the first preceding SOFR Business Day for which Term SOFR was published on the SOFR Administrator’s Website; provided
that such first preceding SOFR Business Day is not more than three (3) SOFR Business Days prior to such interest lookback day.


 


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


 


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


 


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


 


“Relevant Governmental
Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened
by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


 


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


 


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


 


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


 


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


 


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


 


“Second Amendment”
means that certain Amendment No. 2 to Credit and Security Agreement (Term Loan), dated as of the Second Amendment Effective Date,
by and among Borrowers, Agent and Lenders.


 


“Second Amendment
Effective Date” means May [ ], 2022.


 


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


 


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


 


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


 


“SOFR”
means, with respect to any SOFR Business Day, a rate per annum equal to the secured overnight financing rate for such SOFR Business Day.


 


“SOFR Administrator”
means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of Term SOFR selected by Agent in its reasonable
discretion).


 


“SOFR Administrator’s
Website” means the website of the SOFR Administrator, currently at https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html,
or any successor source for Term SOFR identified by the SOFR Administrator from time to time.


 


“SOFR Business Day”
means any day other than a Saturday or Sunday or a day on which the Securities Industry and Financial Markets Association recommends
that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.


 


“SOFR Interest Rate”
means, with respect to each day during which interest accrues on a Loan, the rate per annum (expressed as a percentage) equal to (a) Term
SOFR for the applicable Interest Period for such day; or (b) if the then-current Benchmark has been replaced with a Benchmark Replacement
pursuant to Section 2.2(k), such Benchmark Replacement for such day. Notwithstanding the foregoing, the SOFR Interest Rate shall
not at any time be less the Floor.


 


“SOFR Loan”
means a Loan that bears interest at a rate based on Term SOFR.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Term Loan”
means, collectively, the Term Loan Tranche 1, Term Loan Tranche 2 and Term Loan Tranche 3.


 


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


 


“Term Loan Commitment
Amount” means, with respect to each Lender, the sum of such Lender’s Term Loan Tranche 1 Commitment Amount, Term Loan
Tranche 2 Commitment Amount and Term Loan Tranche 3 Commitment Amount.


 


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“Term Loan Commitment
Percentage” means, as to any Lender with respect to each of such Lender’s Term Loan Commitments, (a) on the Second
Amendment Effective Date, with respect to each tranche of the Term Loan, the applicable percentage set forth opposite such Lender’s
name on the Commitment Annex under the column “Term Loan Tranche 1 Commitment Percentage”, “Term Loan Tranche 2 Commitment
Percentage” and “Term Loan Tranche 3 Commitment Percentage” (if such Lender’s name is not so set forth thereon,
then, on the Second Amendment Effective Date, such percentage for such Lender shall be deemed to be zero), and (b) on any date following
the Second Amendment Effective Date, as applicable to each tranche of Term Loan, the percentage equal to (i) the Term Loan Tranche
1 Commitment of such Lender on such date divided by the aggregate Term Loan Tranche 1 Commitments on such date, (ii) the
Term Loan Tranche 2 Commitment of such Lender of such date divided by the aggregate Term Loan Tranche 2 Commitments on such date
or (iii) the Term Loan Tranche 3 Commitment of such Lender of such date divided by the aggregate Term Loan Tranche 3 Commitments
on such date.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Term Loan Tranche
3” has meaning set forth in Section 2.1(a)(i)(C).


 


“Term Loan Tranche
3 Activation Date” means September 30, 2022 unless the Term Loan Tranche 3 Commitment Termination Date occurs prior thereto.


 


“Term Loan Tranche
3 Commitment Amount” means, with respect to each Lender, the amount set forth opposite such Lender’s name on Annex A
hereto under the caption “Term Loan Tranche 3 Commitment Amount”, as amended from time to time to reflect any permitted and
effective assignments and as such amount may be reduced or terminated pursuant to this Agreement.


 


“Term Loan Tranche
3 Commitment Termination Date” means the earlier of (a) September 30, 2023 and (b) the date on which Agent provides
notice to the Credit Parties, following the occurrence of an Event of Default (which has not been waived or cured as of the date such
notice is given), that the Term Loan Tranche 3 Commitments have been terminated.


 


“Term Loan Tranche
3 Commitments” means the sum of each Lender’s Term Loan Tranche 3 Commitment Amount.


 


“Term SOFR”
means the greater of (a) the forward-looking term rate for a period comparable to such Interest Period based on SOFR that is published
by the SOFR Administrator and is displayed on the SOFR Administrator’s Website at approximately the Reference Time for such Interest
Period plus 0.11448% and (b) the Floor. Unless otherwise specified in any amendment to this Agreement entered into in accordance
with Section 2.2(k), in the event that a Benchmark Replacement with respect to Term SOFR is implemented, then all references herein
to Term SOFR shall be deemed references to such Benchmark Replacement.


 


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


 


“Unadjusted Benchmark
Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.


 


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


 


“United States”
means the United States of America.


 


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


 


“Withholding Agent”
means any Borrower or Agent.


 


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


 


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


 


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


 


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


 


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


 


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


 


Article 2-
LOANS


 


Section 2.1     Loans.


 


(A)            Term
Loans.


 


(a)            Term
Loan Amounts.


 


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


 


(ii)            On
the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 2
Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on the Second Amendment Effective Date in an original aggregate
principal amount equal to the Term Loan Tranche 2 Commitments (the “Term Loan Tranche 2”). Each such Lender’s
obligation to fund the Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Tranche 2 Commitment Percentage, and no
Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but not so funded.


 


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(iii)            On
the terms and subject to the conditions set forth herein and in the other Financing Documents, each Lender with a Term Loan Tranche 3
Commitment Amount severally hereby agrees to make to Borrowers a Term Loan on a Business Day occurring on or after the Term Loan Tranche
3 Activation Date and on or prior to the Term Loan Tranche 3 Commitment Termination Date (the “Term Loan Tranche 3 Funding Date”)
in an original aggregate principal amount equal to the Term Loan Tranche 3 Commitments (the “Term Loan Tranche 3”).
Each such Lender’s obligation to fund the Term Loan Tranche 3 shall be limited to such Lender’s Term Loan Tranche 3 Commitment
Percentage, and no Lender shall have any obligation to fund any portion of any Term Loan required to be funded by any other Lender, but
not so funded. Unless previously terminated, upon the Term Loan Tranche 3 Commitment Termination Date, the Term Loan Tranche 3 Commitments
shall thereupon automatically be terminated and the Term Loan Tranche 3 Commitment Amount of each Lender as of such date shall be reduced
by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments. Without limiting the foregoing, until the
Term Loan Tranche 3 Activation Date has occurred, no Borrower shall be entitled to request and no Lender shall be required to advance
any principal amount in respect of the Term Loan Tranche 3. Unless previously terminated, upon the Term Loan Tranche 3 Commitment Termination
Date, the Term Loan Tranche 3 Commitment shall thereupon automatically be terminated and the Term Loan Tranche 3 Commitment Amount of
each Lender as of such date shall be reduced by such Lender’s Pro Rata Share of such total reduction in the Term Loan Commitments.


 


(iv)            No
Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Borrowers shall deliver
to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, (i) in
the case of a Term Loan Tranche 1 borrowing, no later than 12:00 P.M. (Eastern time) on the Closing Date, (ii) in the case
of a Term Loan Tranche 2 borrowing, no later than 12:00 P.M. (Eastern time) on the Second Amendment Effective Date or (iii) in
the case of a Term Loan Tranche 3 borrowing, no later than 1:00 P.M. (Eastern time) ten (10) Business Days (or such shorter
period as may be agreed by Agent and the Lenders) prior to such proposed borrowing.


 


Notwithstanding anything to the contrary contained
in this Section 2.1(a)(i), the parties hereto hereby acknowledge, confirm and agree that (A) immediately prior to the Second
Amendment Effective Date, the Term Loan Tranche 1 Loans in aggregate principal amount of $32,500,000 (the “Existing Term Loans”)
were outstanding, (B) such Existing Term Loans shall not be repaid on the Second Amendment Effective Date, but rather shall be re-evidenced
by this Agreement as the Existing Term Loans outstanding hereunder, (C) the Term Loan Tranche 2 Loans made on the Second Amendment
Effective Date shall be in an aggregate principal amount equal to $10,000,000 and (D) for all purposes of this Agreement and the
other Financing Documents, the sum of the Existing Term Loans and the Term Loan Tranche 2 Loans made on the Second Amendment Effective
Date shall constitute the Term Loans outstanding on the Second Amendment Effective Date in the aggregate principal amount of $42,500,000.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(B)            Reserved.


 


Section 2.2     Interest, Interest
Calculations and Certain Fees.


 


(A)            Interest.


 


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


 


(b)            In
the event one or more of the following events occurs with respect to Term SOFR: (a) a public statement or publication of information
by or on behalf of the SOFR Administrator announcing that the SOFR Administrator has ceased or will cease to provide Term SOFR for a
1-month period, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator
that will continue to provide Term SOFR for a 1-month period; (b) a public statement or publication of information by the regulatory
supervisor for the SOFR Administrator, the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official or resolution
authority with jurisdiction over the SOFR Administrator, or a court or an entity with similar insolvency or resolution authority, which
states that the SOFR Administrator has ceased or will cease to provide Term SOFR for a 1-month period permanently or indefinitely, provided
that, at the time of such statement or publication, there is no successor administrator that will continue to provide Term SOFR for a
1-month period; or (c) a public statement or publication of information by the regulatory supervisor for the SOFR Administrator
announcing that Term SOFR for a 1-month period is no longer, or as of a specified future date will no longer be, representative and Agent
has provided Borrower Representative with notice of the same, any outstanding affected SOFR Loans will be deemed to have been converted
to Base Rate Loan at the end of the applicable Interest Period.


 


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(c)            In
connection with Term SOFR, Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the
contrary herein or in any other Financing Document, any amendments implementing such Conforming Changes will become effective without
any further action or consent of any other party to this Agreement or any other Financing Document. Agent will promptly notify Borrower
Representative and the Lenders of the effectiveness of any Conforming Changes.


 


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


 


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


 


(D)            Incremental
Facility Commitment Fee. Contemporaneous with Borrowers execution of the Second Amendment, Borrowers shall pay Agent, for the pro
rata benefit of all Lenders committed to make the Term Loan Tranche 2 and Term Loan Tranche 3 on the Second Amendment Effective Date,
a fee in an amount equal to $75,000. All fees payable pursuant to this paragraph shall be deemed fully earned when due and payable as
of the Second Amendment Effective Date and non-refundable once paid.


 


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


 


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


 


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


 


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


 


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


 


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


 


(K)            Benchmark
Replacement Setting; Conforming Changes.


 


(a)            Upon
the occurrence of a Benchmark Transition Event, Agent and Borrowers may amend this Agreement to replace the then-current Benchmark with
a Benchmark Replacement. Any such amendment will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business
Day after Agent has posted such proposed amendment to all Lenders and Borrower so long as Agent has not received, by such time, written
notice of objection thereto from Lenders comprising the Required Lenders. No such replacement will occur prior to the applicable Benchmark
Transition Start Date. In connection with the implementation of a Benchmark Replacement, Agent will have the right to make Conforming
Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing
such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other
Financing Document. Agent will promptly notify Borrower Representative and the Lenders of the implementation of any Benchmark Replacement
and the effectiveness of any Conforming Changes.


 


(b)            Any
determination, decision or election that may be made by Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section will
be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party
to this Agreement or any other Financing Document, except, in each case, as expressly required pursuant to this Section. Notwithstanding
anything to the contrary herein or in any other Financing Document, at any time, (a) if the then-current Benchmark is a term rate
(including Term SOFR) and either (i) any tenor for such Benchmark is not displayed on a screen or other information service that
publishes such rate from time to time as selected by Agent in its reasonable discretion or (ii) the regulatory supervisor for the
administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark
is or will be no longer representative, then Agent may modify the definition of “Interest Period” (or any similar or analogous
definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor, and (b) if
a tenor that was removed pursuant to clause (a) above either (i) is subsequently displayed on a screen or information service
for a Benchmark or (ii) is not, or is no longer, subject to an announcement that it is or will no longer be representative for a
Benchmark, then Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark
settings at or after such time to reinstate such previously removed tenor. Agent will promptly notify Borrower Representative of the
removal or reinstatement of any tenor of a Benchmark pursuant to this Section.


 


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(c)            Upon
Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period, any outstanding affected
Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.


 


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


 


Section 2.4     Reserved.


 


Section 2.5     Reserved.


 


Section 2.6     General
Provisions Regarding Payment; Loan Account.


 


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


 


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


 


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


 


Section 2.8     Taxes;
Capital Adequacy; Increased Costs; Inability to Determine Rates; Illegality.


 


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


 


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


 


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


 


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


 


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


 


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


 


(D)            If
any Lender determines, in its reasonable discretion, that it has received a refund in respect of any Taxes as to which it has been indemnified
by any Borrower pursuant to this Section 2.8 (including by the payment of additional amounts pursuant to this Section 2.8),
then it shall promptly pay an amount equal to such refund to Borrowers, net of all reasonable out-of-pocket expenses of such Lender or
of Agent with respect thereto, including any Taxes; provided, however, that Borrowers, upon the written request of such
Lender or Agent, agree to repay any amount paid over to Borrowers to such Lender or to Agent (plus any related penalties, interest or
other charges imposed by the relevant Governmental Authority) in the event such Lender or Agent is required, for any reason, to repay
such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.8, in no event will the indemnified
party be required to pay any amount to an indemnifying party pursuant to this Section 2.8(d) the payment of which would place
the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to
indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments
or additional amounts with respect to such Tax had never been paid. This Section 2.8 shall not be construed to require any indemnified
party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying
party or any other Person.


 


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(E)           If
a payment made to a Lender under any Financing Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or
1472(b) of the Code, as applicable), such Lender shall deliver to Borrower Representative and Agent at the time or times prescribed
by Law and at such time or times reasonably requested by Borrower Representative or Agent such documentation prescribed by applicable
Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested
by Borrower Representative or Agent as may be necessary for Borrowers and Agent to comply with their obligations under FATCA and to determine
that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from
such payment. Solely for purposes of this clause (e), “FATCA” shall include any amendments made to FATCA after the date
of this Agreement.


 


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


 


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


 


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(H)           If
any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law shall (i) impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits
with or for the account of, or credit extended or participated in by, any Lender, (ii) subject any Lender to any tax of any kind
whatsoever with respect to this Agreement, or any SOFR Loan made by it, or change the basis of taxation of payments to such Lender in
respect thereof (except for Taxes covered by Section 2.8); or (iii) impose on any Lender any other condition, cost or expense
affecting this Agreement or SOFR Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any Loan the interest on which is determined by reference to Term SOFR (or of maintaining its obligation
to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or any
other amount) then, upon request of such Lender, the Borrowers will pay to such Lender such additional amount or amounts as will compensate
such Lender for such additional costs incurred or reduction suffered.


 


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


 


(J)            Subject
to Section 2.2(k), if Agent determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR
cannot be determined pursuant to the definition thereof on or prior to the first day of any Interest Period, Agent will promptly so notify
the Borrowers and each Lender. Upon notice thereof by Agent to Borrowers, any obligation of the Lenders to make SOFR Loans shall be suspended
until Agent revokes such notice. Upon receipt of such notice, any outstanding affected SOFR Loans will be deemed to have been converted
into Base Rate Loans at the end of the applicable Interest Period. Upon any such conversion, Borrower shall also pay any additional amounts
required pursuant to this Agreement.


 


(K)            If
any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any
Lender or its applicable lending office to make, maintain or fund SOFR Loans, or to determine or charge interest rates based upon Term
SOFR, then, upon notice thereof by such Lender to Borrowers (through Agent), any obligation of such Lender to make SOFR Loans shall be
suspended, in each case until such Lender notifies Agent and Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, all SOFR Loans shall become Base Rate Loans. Upon any such conversion, Borrower shall also pay any
additional amounts required pursuant to this Agreement.


 


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


 


Section 2.9     Appointment
of Borrower Representative.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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Section 2.11     [Reserved].


 


Section 2.12     Termination;
Restriction on Termination.


 


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


 


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


 


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


 


Article 3-
REPRESENTATIONS AND WARRANTIES


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 3.11     Margin
Regulations.


 


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


 


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


 


Section 3.12     Compliance
With Laws; Anti-Terrorism Laws.


 


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


 


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


 


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


 


Section 3.14     Compliance
with ERISA.


 


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


 


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


 


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


 


Section 3.16     [Reserved].


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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Section 3.22     [Reserved].


 


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


 


Section 3.24     Regulatory
Matters.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 3.25     [Reserved].


 


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


 


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


 


Article 4-
AFFIRMATIVE COVENANTS


 


Each Borrower agrees that:


 


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


 


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


 


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


 


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


 


(E)            [reserved];


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 4.4     Maintenance
of Property; Insurance.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 4.8     Reserved.


 


Section 4.9     Notices
of Material Contracts, Litigation and Defaults.


 


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


 


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


 


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


 


Section 4.10     Hazardous
Materials; Remediation.


 


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


 


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


 


Section 4.11     Further
Assurances.


 


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


 


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


 


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


 


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


 


Section 4.12     Reserved.


 


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


 


Section 4.14     Reserved.


 


Section 4.15     Reserved.


 


Section 4.16     Intellectual
Property and Licensing.


 


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


 


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


 


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


 


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


 


Section 4.17     Regulatory
Covenants


 


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


 


(B)            [Reserved].


 


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


 


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


 


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Article 5-
NEGATIVE COVENANTS


 


Each Borrower agrees that:


 


Section 5.1     Debt;
Contingent Obligations.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 5.12     Reserved.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 5.18     Restricted
Foreign Subsidiaries.


 


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


 


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


 


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


 


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


 


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


 


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Article 6-
FINANCIAL COVENANTS


 


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


 


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


 


Article 7-
CONDITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(E)            with
respect to Term Loan Tranche 3 Loans, the Term Loan Tranche 3 Activation Date has occurred;


 


(F)            with
respect to Term Loan Tranche 3 Loans, the most recent Compliance Certificate delivered (or required to be delivered) by Borrower pursuant
to Section 4.1(i) prior to the proposed funding date for Term Loan Tranche 3 Loans demonstrates to Agent’s and each Lender’s
satisfaction that Borrower is in compliance with the financial covenant set forth in Section 6.1 as of the most recently ended Defined
Period; and


 


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


 


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


 


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


 


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


 


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Article 8–
[Reserved]


 


Article 9-
SECURITY AGREEMENT


 


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


 


Section 9.2     Representations
and Warranties and Covenants Relating to Collateral.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Article 10-
EVENTS OF DEFAULT


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(L)            the
occurrence of a Change in Control;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 10.3     UCC
Remedies.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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Section 10.4     Reserved.


 


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


 


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


 


Section 10.7     Application
of Proceeds.


 


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


 


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


 


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


 


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Section 10.8     Waivers.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Article 11-
AGENT


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


Section 11.8     Credit
Decision. Each Lender acknowledges that it has, independently and without reliance upon Agent or
any other Lender, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon Agent or any other
Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking any action under the Financing Documents.


 


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


 


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


 


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Section 11.11     Notice
of Default. Agent shall not be deemed to have knowledge or notice of the occurrence of any Default
or Event of Default except with respect to defaults in the payment of principal, interest and fees required to be paid to Agent for the
account of Lenders, unless Agent shall have received written notice from a Lender or a Borrower referring to this Agreement, describing
such Default or Event of Default and stating that such notice is a “notice of default”. Agent will notify each Lender of
its receipt of any such notice. Agent shall take such action with respect to such Default or Event of Default as may be requested by
Required Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) in accordance with the terms
hereof. Unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interests of Lenders.


 


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


 


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


 


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


 


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


 


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Section 11.13     Payment
and Sharing of Payment.


 



(A)            Reserved.


 


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


 


(C)            Return
of Payments.


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 11.16     Amendments
and Waivers.


 


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


 


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


 


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


 


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


 


provided,
however, that, in each of (i) and (ii) above, no such amendment, waiver or other modification shall, unless signed
or otherwise approved in writing by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on
or any fees with respect to any Loan or forgive any principal, interest (other than default interest) or fees (other than late charges)
with respect to any Loan; (B) postpone the date fixed for, or waive, any payment (other than any mandatory prepayment pursuant to
Section 2.1(a)(ii)) of principal of any Loan, or of interest on any Loan (other than default interest) or any fees provided for
hereunder (other than late charges) or postpone the date of termination of any commitment of any Lender hereunder; (C) change the
definition of the term Required Lenders or the percentage of Lenders which shall be required for Lenders to take any action hereunder;
(D) release all or substantially all of the Collateral, authorize any Borrower to sell or otherwise dispose of all or substantially
all of the Collateral, release any Guarantor of all or any portion of the Obligations or its Guarantee obligations with respect thereto,
or consent to a transfer of any of the Intellectual Property, except, in each case with respect to this clause (D), as otherwise
may be provided in this Agreement or the other Financing Documents (including in connection with any disposition permitted hereunder);
(E) amend, waive or otherwise modify this Section 11.16(b) or the definitions of the terms used in this Section 11.16(b) insofar
as the definitions affect the substance of this Section 11.16(b); (F) consent to the assignment, delegation or other transfer
by any Credit Party of any of its rights and obligations under any Financing Document or release any Borrower of its payment obligations
under any Financing Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted
pursuant to this Agreement; or (G) amend any of the provisions of Section 10.7 or amend any of the definitions Pro Rata Share,
Term Loan Commitment, Term Loan Tranche 1 Commitments, Term Loan Tranche 2 Commitments, Term Loan Tranche 3 Commitments, Term Loan Commitment
Amount, Term Loan Tranche 1 Commitment Amount, Term Loan Tranche 2 Commitment Amount, Term Loan Tranche 3 Commitment Amount, Term Loan
Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of
Collateral hereunder. It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or
other modification of the type described in the preceding clauses (C), (D), (E), (F) and (G) of the preceding sentence.


 


Section 11.17     Assignments
and Participations.


 


(A)            Assignments.


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Article 12-
MISCELLANEOUS


 


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


 


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


 


Section 12.3     Notices.


 


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


 


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


 


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


 


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


 


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


 


Section 12.6     Confidentiality.


 


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


 


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


 


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


 


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Section 12.8     GOVERNING
LAW; SUBMISSION TO JURISDICTION.


 


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


 


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


 


Section 12.9     WAIVER
OF JURY TRIAL.


 


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


 


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Section 12.10     Publication;
Advertisement.


 


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


 


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


 


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


 


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


 


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


 


Section 12.14     Expenses;
Indemnity


 


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


 


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


 


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


 


(D)            Each
Borrower for itself and all endorsers, guarantors and sureties and their heirs, legal representatives, successors and assigns, hereby
further specifically waives any rights that it may have under Section 1542 of the California Civil Code (to the extent applicable),
which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN
HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT
WITH THE DEBTOR,” and further waives any similar rights under applicable Laws.


 


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


 


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


 


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


 


Section 12.18     Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary
in any Financing Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges
that any liability of any EEA Financial Institution arising under any Financing Document, to the extent such liability is unsecured,
may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and
agrees to be bound by:


 


(a)           the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)            the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)            a
reduction in full or in part or cancellation of any such liability;


 


(ii)          a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its
parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments
of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Financing
Document; or


 


(iii)        the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 


[SIGNATURES APPEAR ON FOLLOWING PAGE(S)]


 


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


 


 


	BORROWERS:	 	AKOYA BIOSCIENCES, INc.
	 	 	 
	 	 	By:	              
	 	 	Name:	 
	 	 	Title:	 
	 	 	 
	 	 	Address:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	Attn:	                
	 	 	Facsimile:	 
	 	 	E-Mail:	 


 


MidCap / Akoya / Credit and Security Agreement (Term Loan)


 






     


     


    

 


	AGENT:	 	MIDCAP FINANCIAL TRUST
	 	 	 
	 	 	By:	Apollo Capital Management, L.P.,

    its investment manager
	 	 	 	 
	 	 	By:	Apollo Capital Management GP, LLC,

    its general partner
	 	 	 	 
	 	 	 	By: 	                                     
	 	 	 	Name: Maurice Amsellem
	 	 	 	Title: Authorized Signatory
	 	 	 	 
	 	 	Address:
	 	 	 
	 	 	c/o MidCap Financial Services, LLC, as
    servicer

    7255 Woodmont Avenue, Suite 300

    Bethesda, Maryland 20814

    Attn: Account Manager for Akoya transaction

    Facsimile: 301-941-1450

    E-mail: notices@midcapfinancial.com
	 	 	 
	 	 	with a copy to:
	 	 	 
	 	 	c/o MidCap Financial Services, LLC, as
    servicer

    7255 Woodmont Avenue, Suite 300

    Bethesda, Maryland 20814

    Attn: General Counsel

    Facsimile: 301-941-1450

    E-mail: legalnotices@midcapfinancial.com
	 	 	 
	 	 	Payment Account Designation:
	 	 	 
	 	 	SunTrust Bank, N.A.

    ABA #: 061000104

    Account Name: MidCap Financial Trust – Collections

    Account #: 1000113400435

    Attention: Akoya Facility



 


MidCap / Akoya / Credit and Security Agreement (Term Loan)


 






     


     


    

 


	LENDER:	 	MIDCAP FINANCIAL TRUST
	 	 	 
	 	 	By:	Apollo Capital Management, L.P.,

    its investment manager
	 	 	 	 
	 	 	By:	Apollo Capital Management GP, LLC,

    its general partner
	 	 	 	 
	 	 	 	By: 	                                     
	 	 	 	Name: Maurice Amsellem
	 	 	 	Title: Authorized Signatory
	 	 	 	 	 
	 	 	Address:
	 	 	 
	 	 	c/o MidCap Financial Services, LLC, as
    servicer

    7255 Woodmont Avenue, Suite 300

    Bethesda, Maryland 20814

    Attn: Account Manager for Akoya transaction

    Facsimile: 301-941-1450

    E-mail: notices@midcapfinancial.com
	 	 	 
	 	 	with a copy to:
	 	 	 
	 	 	c/o MidCap Financial Services, LLC, as
    servicer

    7255 Woodmont Avenue, Suite 300

    Bethesda, Maryland 20814

    Attn: General Counsel

    Facsimile: 301-941-1450

    E-mail: legalnotices@midcapfinancial.com



 


MidCap / Akoya / Credit and Security Agreement (Term Loan)


 






     


     


    

 


 


	LENDER:	 	APOLLO INVESTMENT CORPORATION
	 	 	 
	 	 	By: 	Apollo Investment Management, L.P.,

    as Advisor
	 	 	 	 
	 	 	By:	ACC Management, LLC, as its General Partner
	 	 	 	 
	 	 	 	By:	                 
	 	 	 	Name: Joseph D. Glatt
	 	 	 	Title: Vice President


 


MidCap / Akoya / Credit and Security Agreement (Term Loan)


 






     


     


    

 


ANNEXES,
EXHIBITS AND SCHEDULES


 


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



 


MidCap / Akoya / Credit and Security Agreement (Term Loan)


 






     


     


    

 



 


Annex A to Credit Agreement (Commitment Annex)


 


	Lender	 	Term Loan 

Tranche 1

 Commitment

 Amount	 	 	Term Loan

 Tranche 1

 Commitment

 Percentage	 	 	Term Loan 

Tranche 2

 Commitment

 Amount	 	 	Term
Loan
 Tranche 2

Commitment

Percentage
	 	 	Term Loan

 Tranche 3

 Commitment

 Amount	 	 	Term Loan 

Tranche 3

 Commitment

 Percentage	 
	MidCap Financial Trust	 	$	0	 	 	 	0.0	%	 	$	0	 	 	 	0.0	%	 	$	7,000,000	 	 	 	70.0	%
	MidCap Funding XIII Trust	 	$	0	 	 	 	0.0	%	 	$	7,000,000	 	 	 	70.0	%	 	$	0	 	 	 	0.0	%
	ELM 2020-3 Trust	 	$	12,750,000	 	 	 	39.2	%	 	$	0	 	 	 	0.0	%	 	$	0	 	 	 	0.0	%
	ELM 2020-4 Trust	 	$	10,000,000	 	 	 	30.8	%	 	$	0	 	 	 	0.0	%	 	$	0	 	 	 	0.0	%
	Apollo Investment Corporation	 	$	9,750,000	 	 	 	30.0	%	 	$	3,000,000	 	 	 	30.0	%	 	$	3,000,000	 	 	 	30.0	%
	TOTALS	 	$	32,500,000.00	 	 	 	100	%	 	$	10,000,000.00	 	 	 	100	%	 	$	10,000,000.00	 	 	 	100	%



 


MidCap / Akoya / Credit and Security Agreement (Term Loan)


 






     


     


    

 


Exhibit A to Credit Agreement (Reserved)


 






     


     


    

 


Exhibit B to Credit Agreement (Form of
Compliance Certificate)


 


COMPLIANCE
CERTIFICATE


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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



 






     


     


    

 


Exhibit C to Credit Agreement (Reserved) 


 



     


     


    




 


 


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


 


NOTICE
OF BORROWING


 


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


 


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


 


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


 


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


 





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


 






     


     


    

 


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


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


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


 


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


 


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


 


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


 





	[NAME OF LENDER]	 	 
	 	 	 
	By:	 	 	 
	 	 	 
	 	Name:  	 	 
	 	 	 
	 	Title:  	 	 
	 	 	 
	 Date: ________ __, 20[ ]	 	 


 






     


     


    

 


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


  


U.S.
TAX COMPLIANCE CERTIFICATE


 


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


 


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


 


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


 


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


 





	[NAME OF PARTICIPANT]	 	 
	 	 	 
	By:	 	 	 
	 	 	 
	 	Name:  	 	 
	 	 	 
	 	Title:  	 	 
	 	 	 
	 Date: ________ __, 20[ ]	 	 


 






     


     


    

 


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


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


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


 


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


 


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


 


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


 





	[NAME OF PARTICIPANT]	 	 
	 	 	 
	By:	 	 	 
	 	 	 
	 	Name:  	 	 
	 	 	 
	 	Title:  	 	 
	 	 	 
	 Date: ________ __, 20[ ]	 	 


 






     


     


    

 


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


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


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


 


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


 


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


 


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


 


 


	[NAME OF LENDER]	 	 
	 	 	 
	By:	 	 	 
	 	 	 
	 	Name:  	 	 
	 	 	 
	 	Title:  	 	 
	 	 	 
	 Date: ________ __, 20[ ]	 	 


 






     


     


    

 


Exhibit F – Form of Closing
Checklist


 


[See attached]


 






     


     


    

 


Schedule 2.1 - Amortization


 


Term Loan Tranche 1


 


Commencing on April 1, 2025 (the “Amortization
Start Date”) and continuing on the first day of each calendar month thereafter, Borrower shall pay to Agent as a principal payment
on the Term Loan Tranche 1 an amount equal to the total principal amount of the Term Loan Tranche 1 made to Borrower divided by
seven (7), for a seven (7) month straight-line amortization of equal monthly principal payments.


 


Term Loan Tranche 2


 


Commencing on the Amortization Start Date and
continuing on the first day of each calendar month thereafter, Borrower shall pay to Agent as a principal payment on the Term Loan Tranche
2 an amount equal to the total principal amount of the Term Loan Tranche 2 made to Borrower divided by seven (7), for a seven (7) month
straight-line amortization of equal monthly principal payments.


 


Term Loan Tranche 3


 


Commencing on the Amortization Start Date and
continuing on the first day of each calendar month thereafter, Borrower shall pay to Agent as a principal payment on the Term Loan Tranche
3 an amount equal to the total principal amount of the Term Loan Tranche 3 made to Borrower divided by seven (7), for a seven (7) month
straight-line amortization of equal monthly principal payments.


 


Notwithstanding the foregoing, the entire remaining
outstanding principal balance under the Term Loans shall mature and be due and payable upon the Termination Date.


 






     


     


    

 


EXHIBIT b


 


AMENDED
Annexes, schedules and EXHIBITS TO CREDIT AGREEMENT


 


See attached.


 


MidCap / Akoya / Amendment No. 2 to Credit Agreement (Term Loan)