EX-10.9



 Exhibit 10.9 

EXECUTION COPY 
  

 
  

CREDIT AND SECURITY AGREEMENT 

dated as of June 12, 2015 

by and among 
 ELLIPSE
TECHNOLOGIES, INC. 
 and any additional borrower that hereafter becomes party hereto, each as Borrower, and 

collectively as Borrowers, 

and 
 MIDCAP FINANCIAL
TRUST, 
 as Administrative Agent, 

and 
 THE LENDERS

 FROM TIME TO TIME PARTY HERETO 
  





 
  
  

 







 TABLE OF CONTENTS 

 

							
			
		    		  	 	Page	  
		
	 ARTICLE 1 -         DEFINITIONS
	  	 	1	  
			
	 Section 1.1
	    	Certain Defined Terms	  	 	1	  
			
	 Section 1.2
	    	Accounting Terms and Determinations	  	 	22	  
			
	 Section 1.3
	    	Other Definitional and Interpretive Provisions	  	 	23	  
			
	 Section 1.4
	    	Time is of the Essence	  	 	23	  
		
	ARTICLE 2 -         LOANS	  	 	24	  
			
	 Section 2.1
	    	Loans	  	 	24	  
			
	 Section 2.2
	    	Interest, Interest Calculations and Certain Fees	  	 	27	  
			
	 Section 2.3
	    	Notes	  	 	29	  
			
	 Section 2.4
	    	[Reserved]	  	 	29	  
			
	 Section 2.5
	    	[Reserved]	  	 	29	  
			
	 Section 2.6
	    	General Provisions Regarding Payment; Loan Account	  	 	29	  
			
	 Section 2.7
	    	Maximum Interest	  	 	30	  
			
	 Section 2.8
	    	Taxes; Capital Adequacy	  	 	31	  
			
	 Section 2.9
	    	Appointment of Borrower Representative	  	 	33	  
			
	 Section 2.10
	    	Joint and Several Liability; Rights of Contribution; Subordination and Subrogation	  	 	34	  
			
	 Section 2.11
	    	Reserved	  	 	36	  
			
	 Section 2.12
	    	Termination; Restriction on Termination	  	 	36	  
		
	ARTICLE 3 -         REPRESENTATIONS AND WARRANTIES	  	 	37	  
			
	 Section 3.1
	    	Existence and Power	  	 	37	  
			
	 Section 3.2
	    	Organization and Governmental Authorization; No Contravention	  	 	37	  
			
	 Section 3.3
	    	Binding Effect	  	 	37	  
			
	 Section 3.4
	    	Capitalization	  	 	38	  
			
	 Section 3.5
	    	Financial Information	  	 	38	  
			
	 Section 3.6
	    	Litigation	  	 	38	  
			
	 Section 3.7
	    	Ownership of Property	  	 	38	  
			
	 Section 3.8
	    	No Default	  	 	38	  
			
	 Section 3.9
	    	Labor Matters	  	 	38	  
			
	 Section 3.10
	    	Regulated Entities	  	 	39	  


  

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 TABLE OF CONTENTS 

(continued) 
  

							
			
		    		  	 	Page	  
			
	 Section 3.11
	    	Margin Regulations	  	 	39	  
			
	 Section 3.12
	    	Compliance With Laws; Anti-Terrorism Laws	  	 	39	  
			
	 Section 3.13
	    	Taxes	  	 	39	  
			
	 Section 3.14
	    	Compliance with ERISA	  	 	40	  
			
	 Section 3.15
	    	Consummation of Operative Documents; Brokers	  	 	40	  
			
	 Section 3.16
	    	Related Transactions	  	 	41	  
			
	 Section 3.17
	    	Material Contracts	  	 	41	  
			
	 Section 3.18
	    	Compliance with Environmental Requirements; No Hazardous Materials	  	 	41	  
			
	 Section 3.19
	    	Intellectual Property and License Agreements	  	 	42	  
			
	 Section 3.20
	    	Solvency	  	 	42	  
			
	 Section 3.21
	    	Full Disclosure	  	 	42	  
			
	 Section 3.22
	    	[Reserved]	  	 	42	  
			
	 Section 3.23
	    	Subsidiaries	  	 	43	  
		
	 ARTICLE 4 -         AFFIRMATIVE
COVENANTS
	  	 	43	  
			
	 Section 4.1
	    	Financial Statements and Other Reports	  	 	43	  
			
	 Section 4.2
	    	Payment and Performance of Obligations	  	 	43	  
			
	 Section 4.3
	    	Maintenance of Existence	  	 	44	  
			
	 Section 4.4
	    	Maintenance of Property; Insurance	  	 	44	  
			
	 Section 4.5
	    	Compliance with Laws and Material Contracts	  	 	45	  
			
	 Section 4.6
	    	Inspection of Property, Books and Records	  	 	45	  
			
	 Section 4.7
	    	Use of Proceeds	  	 	46	  
			
	 Section 4.8
	    	Estoppel Certificates	  	 	46	  
			
	 Section 4.9
	    	Notices of Material Contracts, Litigation and Defaults	  	 	46	  
			
	 Section 4.10
	    	Hazardous Materials; Remediation	  	 	47	  
			
	 Section 4.11
	    	Further Assurances	  	 	47	  
			
	 Section 4.12
	    	Reserved	  	 	48	  
			
	 Section 4.13
	    	Power of Attorney	  	 	48	  
			
	 Section 4.14
	    	Reserved	  	 	49	  
			
	 Section 4.15
	    	Reserved	  	 	49	  


  

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 TABLE OF CONTENTS 

(continued) 
  

							
			
		    		  	 	Page	  
			
	 Section 4.16
	    	Intellectual Property and Licensing	  	 	49	  
			
	 Section 4.17
	    	Regulatory Reporting and Covenants	  	 	50	  
		
	 ARTICLE 5 -         NEGATIVE
COVENANTS
	  	 	51	  
			
	 Section 5.1
	    	Debt; Contingent Obligations	  	 	51	  
			
	 Section 5.2
	    	Liens	  	 	52	  
			
	 Section 5.3
	    	Distributions	  	 	52	  
			
	 Section 5.4
	    	Restrictive Agreements	  	 	52	  
			
	 Section 5.5
	    	Payments and Modifications of Subordinated Debt	  	 	52	  
			
	 Section 5.6
	    	Consolidations, Mergers and Sales of Assets; Change in Control	  	 	53	  
			
	 Section 5.7
	    	Purchase of Assets, Investments	  	 	53	  
			
	 Section 5.8
	    	Transactions with Affiliates	  	 	53	  
			
	 Section 5.9
	    	Modification of Organizational Documents	  	 	53	  
			
	 Section 5.10
	    	Modification of Certain Agreements	  	 	53	  
			
	 Section 5.11
	    	Conduct of Business	  	 	53	  
			
	 Section 5.12
	    	Lease Payments	  	 	54	  
			
	 Section 5.13
	    	Limitation on Sale and Leaseback Transactions	  	 	54	  
			
	 Section 5.14
	    	Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts	  	 	54	  
			
	 Section 5.15
	    	Compliance with Anti-Terrorism Laws	  	 	54	  
		
	 ARTICLE 6 -         RESERVED
	  	 	55	  
		
	 ARTICLE 7 -         CONDITIONS
	  	 	55	  
			
	 Section 7.1
	    	Conditions to Closing	  	 	55	  
			
	 Section 7.2
	    	Conditions to Each Loan	  	 	56	  
			
	 Section 7.3
	    	Searches	  	 	56	  
			
	 Section 7.4
	    	Post Closing Requirements	  	 	57	  
		
	 ARTICLE 8 -         REGULATORY AND LIFE
SCIENCES MATTERS
	  	 	57	  
			
	 Section 8.1
	    	Additional Defined Terms	  	 	57	  
			
	 Section 8.2
	    	Representations and Warranties	  	 	57	  
			
	 Section 8.3
	    	Healthcare Operations	  	 	60	  
		
	 ARTICLE 9 -         SECURITY
AGREEMENT
	  	 	61	  


  

iii 








 TABLE OF CONTENTS 

(continued) 
  

							
			
		    		  	 	Page	  
			
	 Section 9.1
	    	Generally	  	 	61	  
			
	 Section 9.2
	    	Representations and Warranties and Covenants Relating to Collateral	  	 	61	  
		
	 ARTICLE 10 -         EVENTS OF
DEFAULT
	  	 	65	  
			
	 Section 10.1
	    	Events of Default	  	 	65	  
			
	 Section 10.2
	    	Acceleration and Suspension or Termination of Term Loan Commitment	  	 	68	  
			
	 Section 10.3
	    	UCC Remedies	  	 	68	  
			
	 Section 10.4
	    	[Reserved]	  	 	70	  
			
	 Section 10.5
	    	Default Rate of Interest	  	 	70	  
			
	 Section 10.6
	    	Setoff Rights	  	 	70	  
			
	 Section 10.7
	    	Application of Proceeds	  	 	71	  
			
	 Section 10.8
	    	Waivers	  	 	71	  
			
	 Section 10.9
	    	Reserved	  	 	73	  
			
	 Section 10.10
	    	Marshalling; Payments Set Aside	  	 	73	  
		
	 ARTICLE 11 -         AGENT
	  	 	74	  
			
	 Section 11.1
	    	Appointment and Authorization	  	 	74	  
			
	 Section 11.2
	    	Agent and Affiliates	  	 	74	  
			
	 Section 11.3
	    	Action by Agent	  	 	74	  
			
	 Section 11.4
	    	Consultation with Experts	  	 	74	  
			
	 Section 11.5
	    	Liability of Agent	  	 	74	  
			
	 Section 11.6
	    	Indemnification	  	 	75	  
			
	 Section 11.7
	    	Right to Request and Act on Instructions	  	 	75	  
			
	 Section 11.8
	    	Credit Decision	  	 	75	  
			
	 Section 11.9
	    	Collateral Matters	  	 	76	  
			
	 Section 11.10
	    	Agency for Perfection	  	 	76	  
			
	 Section 11.11
	    	Notice of Default	  	 	76	  
			
	 Section 11.12
	    	Assignment by Agent; Resignation of Agent; Successor Agent	  	 	76	  
			
	 Section 11.13
	    	Payment and Sharing of Payment	  	 	77	  
			
	 Section 11.14
	    	Right to Perform, Preserve and Protect	  	 	78	  
			
	 Section 11.15
	    	Reserved	  	 	79	  


  

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 TABLE OF CONTENTS 

(continued) 
  

							
			
		    		  	 	Page	  
			
	 Section 11.16
	    	Amendments and Waivers	  	 	79	  
			
	 Section 11.17
	    	Assignments and Participations	  	 	80	  
			
	 Section 11.18
	    	Reserved	  	 	83	  
			
	 Section 11.19
	    	Reserved	  	 	83	  
			
	 Section 11.20
	    	Definitions	  	 	83	  
		
	
ARTICLE 12 -         MISCELLANEOUS
	  	 	84	  
			
	 Section 12.1
	    	Survival	  	 	84	  
			
	 Section 12.2
	    	No Waivers	  	 	84	  
			
	 Section 12.3
	    	Notices	  	 	84	  
			
	 Section 12.4
	    	Severability	  	 	85	  
			
	 Section 12.5
	    	Headings	  	 	85	  
			
	 Section 12.6
	    	Confidentiality	  	 	85	  
			
	 Section 12.7
	    	Waiver of Consequential and Other Damages	  	 	86	  
			
	 Section 12.8
	    	GOVERNING LAW; SUBMISSION TO JURISDICTION	  	 	86	  
			
	 Section 12.9
	    	WAIVER OF JURY TRIAL	  	 	87	  
			
	 Section 12.10
	    	Publication; Advertisement	  	 	87	  
			
	 Section 12.11
	    	Counterparts; Integration	  	 	88	  
			
	 Section 12.12
	    	No Strict Construction	  	 	88	  
			
	 Section 12.13
	    	Lender Approvals	  	 	88	  
			
	 Section 12.14
	    	Expenses; Indemnity	  	 	88	  
			
	 Section 12.15
	    	Reserved	  	 	90	  
			
	 Section 12.16
	    	Reinstatement	  	 	90	  
			
	 Section 12.17
	    	Successors and Assigns	  	 	91	  
			
	 Section 12.18
	    	USA PATRIOT Act Notification	  	 	91	  
			
	 Section 12.19
	    	Cross Default and Cross Collateralization	  	 	91	  


  

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 CREDIT AND SECURITY AGREEMENT 

THIS CREDIT AND SECURITY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time
to time, the “Agreement”) is dated as of June 12, 2015 by and among ELLIPSE TECHNOLOGIES, INC., a Delaware corporation, and any additional borrower that may hereafter be added to this Agreement (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, 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, and/or (b) 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, (d) all information and data compiled or derived by any Borrower or to which any Borrower is entitled in respect of or related to the foregoing, and (e) all proceeds of any of the
foregoing. 







 “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. 

“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 ten percent (10%) 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. 

“Affiliated Financing Agent” means the “Agent” under and as defined in the Affiliated Credit
Agreement. 
 “Affiliated Financing Documents” means that certain Credit and Security Agreement (as the
same may be amended, restated, supplemented or otherwise modified from time to time, the “Affiliated Credit Agreement”), together with the “Financing Documents” defined in the Affiliated Credit Agreement bearing even date
herewith among MCF, as Agent and a lender, the other lenders party thereto and the Borrowers pursuant to which such Agent and lenders have extended a revolving credit facility to the Borrowers. 

“Affiliated Obligations” means all “Obligations”, as such term is defined in the Affiliated
Financing Documents. 
 “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 seven and one-half percent (7.5%) per annum. 

“Asset Disposition” means any sale, lease, license, transfer, assignment or other consensual disposition by
any Credit Party of any asset. 
 “Bank Products” means cash management agreements, foreign exchange
products not entered into for a speculative purpose, and credit cards entered into in the Ordinary Course of Business, not exceeding $500,000 in the aggregate outstanding at any time. 

“Bank Products Collateral Account” means, collectively, one or more certain deposit accounts identified to
Agent which serve as cash collateral supporting the Bank Products, the aggregate amount of which shall not exceed $500,000, so long as such accounts solely serve such purpose. 

“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. 

  
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 “Base LIBOR Rate” means, for each Interest Period, the
rate per annum, determined by Agent in accordance with its customary procedures, and utilizing such electronic or other quotation sources as it considers appropriate (rounded upwards, if necessary, to the next 1/100%), to be the rate at which Dollar
deposits (for delivery on the first day of such Interest Period or, if such day is not a Business Day on the preceding Business Day) in the amount of $1,000,000 are offered to major banks in the London interbank market on or about 11:00 a.m.
(Eastern time) two (2) Business Days prior to the commencement of such Interest Period, for a term comparable to such Interest Period, which determination shall be conclusive in the absence of manifest error. 

“Base Rate” means a per annum rate of interest equal to the greater of (a) one half
percent (0.5%) per annum and (b) 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. 
 “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 Representative” means Ellipse Technologies, 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. 

“Borrowing Base” means “Borrowing Base” under and as defined in the Affiliated Credit
Agreement.  
 “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 Washington, DC and New York City are authorized by law to close. 

“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 any of the following: (a) any Person and its Affiliates that are
controlled by or under common control with such Person or two or more Persons and their  

  
 3 








 
respective Affiliates that are controlled by or under common control with such Person acting in concert shall have acquired, directly or indirectly, beneficial ownership of, or have acquired by
contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of or control over, voting stock of any Borrower (or other securities convertible into such voting stock)
representing 50% or more of the combined voting power of all voting stock of any Borrower; (b) any Borrower ceases to own, directly or indirectly, 100% of the capital stock of any of its Subsidiaries; and (c) the occurrence of any
“Change of Control”, “Change in Control” or terms of similar import under any document or instrument governing or relating to Debt of or equity in such Person or under any Affiliated Financing Document; provided that the sale of
securities in or in connection with an initial public offering of stock of Ellipse Technologies, Inc. shall not constitute a Change in Control. 

“Closing Date” means the date of this Agreement. 

“CMS” means the federal Centers for Medicare and Medicaid Services (formerly the federal Health Care
Financing Administration), and any successor Governmental Authority. 
 “Code” means the
Internal Revenue Code of 1986, as amended from time to time. 
 “Collateral” means all 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. 
 “Commitment Annex” means Annex
A to this Agreement. 
 “Commitment Expiry Date” means October 1, 2019. 

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

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income
(however denominated) or that are franchise Taxes or branch profits Taxes. 
 “Consolidated
Subsidiary” means, at any date, any Subsidiary the accounts of which would be consolidated with those of “parent” Borrower (or any other Person, as the context may require hereunder) in its consolidated financial statements if
such statements were prepared as of such date. 
 “Contingent Obligation” means, with respect to any
Person, any direct or indirect liability of such Person: (a) with respect to any Debt of another Person (a “Third Party Obligation”) if the purpose or intent of such Person incurring such liability, or the effect thereof, is to
provide assurance to the obligee of such Third Party Obligation that such Third Party Obligation will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such Third Party Obligation will be
protected, in whole or in part, against loss with respect thereto; (b) with respect to any undrawn portion of any letter of credit 

  
 4 








 
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 any group of corporations and all members of a group of trades
or businesses (whether or not incorporated) under common control which, together with any Borrower, are treated as a single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA. 

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

“Credit Exposure” means, at any time, any portion of the Term Loan Commitment and of any
other Obligations that remains outstanding; provided, however, that no Credit Exposure shall be deemed to exist solely due to the existence of contingent indemnification liability, absent the assertion of a claim, or the known existence of a
claim reasonably likely to be asserted, with respect thereto. 
 “Credit Party” means any
Guarantor under a Guarantee of the Obligations or any part thereof, any Borrower and any other Person (other than Agent, a Lender or a participant of a Lender), whether now existing or hereafter acquired or formed, that becomes obligated as a
borrower, guarantor, surety, indemnitor, pledgor, assignor or other obligor under any Financing Document; and “Credit Parties” means all such Persons, collectively. 

“DEA” means the Drug Enforcement Administration of the United States of America, any comparable state
or local Government Authority, any comparable Government 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 equity securities of such Person subject to repurchase or redemption other than at the sole option of such Person, (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 


  
 5 








 
obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts, (i) all Debt of others Guaranteed by such Person, (j) off-balance sheet
liabilities and/or Pension Plan or Multiemployer Plan liabilities of such Person, (k) obligations arising under non-compete agreements, and (l) obligations arising under bonus, deferred compensation, incentive compensation or similar
arrangements, other than those arising in the Ordinary Course of Business. 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. 
 “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 Borrower. 

“Deposit Account Control Agreement” means an agreement, in form and substance satisfactory to
Agent, among Agent, any Borrower and each financial institution in which such Borrower maintains a Deposit Account, 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 such case expressly consented to by Agent, and containing such other terms and conditions as Agent may
require. 
 “Distribution” means as to any Person (a) any dividend or other distribution
(whether in cash, securities or other property) on any equity interest in such Person (except those payable solely in its equity interests of the same class), (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, (d) any lease or rental payments to an Affiliate or Subsidiary of a Borrower, or (e) repayments of or debt service on loans or other indebtedness held by any Person holding an equity interest in a Borrower or a Subsidiary of a
Borrower, an Affiliate of a Borrower or an Affiliate of any Subsidiary of a Borrower 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. 
 “Environmental Laws” means any present and future federal, state and local
laws, statutes, ordinances, rules, regulations, standards, policies and other governmental directives or 

  
 6 








 
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. 

“Environmental Liens” means all Liens and other encumbrances imposed pursuant to any
Environmental Law, whether due to any act or omission of any Borrower or any other Person. 

“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 Borrower 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
Borrower or any member of the Controlled Group may have any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five (5) years, or
by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA. 
 “Event of
Default” has the meaning set forth in Section 10.1. 
 “Excluded Taxes”
means any of the following Taxes imposed on or with respect to the Agent or a Lender or required to be withheld or deducted from a payment to a Lender: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes and
branch profits Taxes, in each case, (i) imposed as a result of such Agent or Lender being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction
imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to
an applicable interest in a Loan pursuant to a law in effect on the date on which (i) such Lender acquires such interest in a Loan or in this Agreement (other than pursuant to an assignment request by the Borrower under Section 11.17(c))
or (ii) such Lender changes its 

  
 7 








 
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 became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Lender’s failure to comply with Section 2.8(c) and (d) any Taxes imposed under FATCA. 

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (including any
amended or successor version if substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of
the Code (or any amended or successor version described above), and any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code and any fiscal or regulatory legislation, rules or practices adopted
pursuant to such intergovernmental agreement. 
 “FDA” means the United States Food and Drug
Administration, any comparable Government Authority in any non-United States jurisdiction, and any successor agency of any of the foregoing. 

“FDCA” means the Federal Food, Drug and Cosmetic Act, as amended, 21 U.S.C. Section 301 et seq., any
successor statute, and all regulations promulgated thereunder. 
 “Financing Documents” means this
Agreement, any Notes, the Security Documents, any 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. 
 “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. 
 “Good Manufacturing
Practices” means current good manufacturing practices as set forth in the Quality System regulation set forth at 21 C.F.R. parts 820 and 821. 

“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 

  
 8 








 
any corporation or other Person owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing, whether domestic or foreign. 

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

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

  
 9 








 “Healthcare Laws” means all applicable Laws relating to the
possession, control, warehousing, marketing, sale and distribution of medical devices, including, without limitation, (a) 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.), (b) TRICARE, (c) HIPAA, (d) Medicare, (e) Medicaid, (f) the Patient Protection and Affordable Care Act
(P.L. 111-1468), (g) The Health Care and Education Reconciliation Act of 2010 (P.L. 111-152), (h) quality, safety and accreditation standards and requirements of all applicable state laws or regulatory bodies, (i) all laws, policies,
procedures, requirements and regulations pursuant to which healthcare-related Permits are issued, and (j) any and all other applicable health care laws, regulations, manual provisions, policies and administrative guidance, each of
(a) through (j) as may be amended from time to time. 
 “Indemnified Taxes” shall mean Taxes,
other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under this Agreement. 

“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. 

“Intercreditor Agreement” means that certain Intercreditor Agreement dated as of the date hereof between
Agent and the Affiliated Financing Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time. 

“Interest Only Extension” means the election by Borrower, pursuant to a written notice delivered to Agent on
or before April 20, 2017, to extend the beginning date for principal payments until May 1, 2018, which shall only occur, and which Borrower shall only be permitted to request, if Borrower demonstrates in form and substance reasonably
satisfactory to Agent and each Lender that Borrower has recognized at least $42,000,000 in the aggregate in Net Revenue for the twelve consecutive calendar month period ending March 31, 2017. 

“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 commit to 

  
 10 








 
make any acquisition (including through licensing) of (i) of all or substantially all of the assets of another Person, or (ii) any business, Product, business line or product line,
division or other unit operation of any Person or (c) make or purchase any advance, loan, extension of credit or capital contribution to, or any other investment in, any Person. 

“IP Proceeds” means, collectively, all cash, Accounts, license and royalty fees, claims, products, awards,
judgments, insurance claims, and other revenues, proceeds or income, arising out of, derived from or relating to any Intellectual Property of any Credit Party, and any claims for damage by way of any past, present or future infringement of any
Intellectual Property of any Credit Party (including, without limitation, all cash, royalty fees, other proceeds, Accounts and General Intangibles that consist of rights of payment to or on behalf of a Credit Party and the proceeds from the sale,
licensing or other disposition of all or any part of, or rights in, any Intellectual Property by or on behalf of a Credit Party). 

“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. 

“LC Collateral Account” means, collectively, one or more certain deposit accounts identified to Agent which
serve as cash collateral supporting Lease Letters of Credit, the aggregate amount of which shall not exceed the lesser of (i) $2,000,000 and (ii) the aggregate face amount of the Lease Letters of Credit such LC Collateral Account is
securing, so long as such accounts solely serve such purpose. 
 “Lease Letters of Credit” means,
collectively, (i) that certain letter of credit obtained for the sole purpose of securing Borrowers’ lease of real property located at 101 Enterprise, Aliso Viejo, CA 92656, together with any replacement letter of credit obtained for the
same purpose, in each case provided that the aggregate face amount of all such letters of credit does not at any time exceed $1,500,000, and (ii) other letters of credit or security deposits in connection with real property leases, in each case
provided that the aggregate face amount of all such letters of credit does not at any time exceed $500,000; for the avoidance of doubt, the aggregate face amount of all Lease Letters of Credit shall not at any time exceed $2,000,000. 

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

“LIBOR Rate” means, for each Loan, a per annum rate of interest equal to the greater of (a) one half
percent (0.5%) and (b) the rate determined by Agent (rounded upwards, if necessary, to the next 1/100th%) by dividing (i) the Base LIBOR Rate for the Interest Period, by (ii) the sum of one minus the daily average
during such Interest Period of the aggregate maximum reserve requirement (expressed as a decimal) then imposed under Regulation D of the Board of Governors of the Federal Reserve System (or any successor thereto) for “Eurocurrency
Liabilities” (as defined therein). 

  
 11 








 “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 shall mean, with respect to the Term Loan, the making of any advance in respect of a Term Loan. 

“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 (i) the condition (financial or otherwise), operations, business, or properties of any of the Credit Parties, taken as a whole, (ii) 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, (iii) the legality, validity or enforceability of
any Financing Document, (iv) the existence, perfection or priority of any security interest granted in any Financing Document, (v) the value of any material Collateral, or (vi) a material impairment of the prospect of repayment of any
portion of the Obligations. 
 “Material Contracts” means (1) the Operative Documents, (2) the
agreements listed on Schedule 3.17, and (3) (a) each agreement or contract to which a Credit Party is a party relating to (i) development of Products or Intellectual Property that is material to any Product, (but excluding any
license to Intellectual Property that is available from a third party on an “off the shelf” basis on standard commercial terms) or (ii) Material Intangible Assets, (b) any agreement with respect to any Product, the loss of which
would materially impair Borrower’s ability to sell or market such Product, and (c) any 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 (i) Borrower’s Intellectual
Property and (ii) license or sublicense agreements or other agreements under which any Credit Party grants or is granted rights in Intellectual Property, in each case that are material to the condition (financial or other), business or
operations of any Credit Party. 
 “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. 

  
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 “Medicaid” means the medical assistance programs administered by
state agencies and approved by CMS pursuant to the terms of Title XIX of the Social Security Act, codified at 42 U.S.C. 1396 et seq. 

“Medicare” means the program of health benefits for the aged and disabled administered by CMS pursuant to the
terms of Title XVIII of the Social Security Act, codified at 42 U.S.C. 1395 et seq. 
 “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 Borrower’s revenue calculated in accordance with GAAP and in the Ordinary Course of
Business. 
 “Net Revenue Threshold” means Borrower’s demonstration in form and substance reasonably
satisfactory to Agent and each Lender that Borrower has recognized at least $32,000,000 in the aggregate in Net Revenue for the twelve consecutive calendar month period ending December 31, 2015. 

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

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

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

“OFAC Lists” means, collectively, the Specially Designated Nationals and Blocked Persons List maintained by
OFAC pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079 (Sept. 25, 2001) and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable
Executive Orders. 
 “Operative Documents” means the Financing Documents, Subordinated Debt Documents, and
any documents effecting any purchase or sale or other transaction that is closing contemporaneously with the closing of the financing under this Agreement. 

  
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 “Ordinary Course of Business” means, in respect of any
transaction involving any Credit Party, the ordinary course of business of such Credit Party, as conducted by such Credit Party 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, 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, limited liability company 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” shall mean, with respect to the Agent or a Lender, Taxes imposed as a result of a present or former connection between such Agent or Lender and the jurisdiction imposing such Tax (other than connections arising from such Agent or
Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Financing Document, or sold
or assigned an interest in any Loan or Financing Document). 
 “Payment Account” means that certain deposit
account of Agent at SunTrust Bank, Account Number: #############, ABA Number: #########, Reference: Ellipse, into which deposit account all payments by or on behalf of each Borrower to Agent under the Financing Documents shall be made, or such other
deposit 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, device authorizations, clearances, 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 Borrower or any of its Subsidiaries or necessary in the manufacturing, importing, exporting,
possession, ownership, warehousing, marketing, promoting, sale, labeling, furnishing, distribution or delivery of goods or services under 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 Affiliate”
means with respect to any Person (a) any Person that directly or indirectly controls such Person, and (b) any Person which is controlled by or is under common 

  
 14 








 
control with such controlling Person. As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote eighty percent
(80%) 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. 

“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 Borrower or Subsidiary determines in good faith is no longer used or useful in the business of such Borrower and its Subsidiaries, (c) dispositions
approved by Agent, (d) dispositions of cash or cash equivalents in connection with transactions not prohibited by this Agreement, (e) the abandonment or other disposition of Intellectual Property that is not material and is no longer used
or useful in any material respect in the business of any Credit Party or any of its Subsidiaries, in each case, in the Ordinary Course of Business, (f) dispositions in the form of a Permitted License, and (g) dispositions from one Secured
Guarantor or a Borrower on one hand, to another Secured Guarantor or a Borrower on the other hand, (h) termination of a contract in the Ordinary Course of Business that does not, and could not reasonably be expected to, cause a Default or Event
of Default, and (i) dispositions of assets (other than those described in clauses (a) through (h) above) not to exceed $350,000 in any fiscal year of Borrower, provided that such assets do not include any Accounts, Inventory,
Intellectual Property, or Material Intangible Assets. 
 “Permitted Contest” means, with respect to any tax
obligation or other obligation allegedly or potentially owing from any Borrower 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) Borrowers’ and its Subsidiaries’ title to, and its right to
use, the Collateral and its Intellectual Property is not adversely affected thereby and Agent’s Lien and priority on the Collateral are not adversely affected, altered or impaired thereby; (c) Borrowers have given prior written notice to
Agent of a Borrower’s or its Subsidiary’s intent to so contest the obligation; (d) the Collateral, its Intellectual Property, 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 Borrowers or its Subsidiaries; (e) Borrowers have given Agent notice of the commencement of such contest and upon request by Agent, from time to time, notice of the status of such contest by Borrowers and/or
confirmation of the continuing satisfaction of this definition; and (f) upon a final non-appealable determination of such contest, or at any other time when the conditions set forth in clauses (a) through (e) above are no longer
satisfied, Borrowers and its 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 

  
 15 








 
Obligations outstanding on the date of this Agreement and set forth on Schedule 5.1 (but not including any refinancings, extensions, increases or amendments to the indebtedness
underlying such Contingent Obligations other than extensions of the maturity thereof without any other change in terms); (d) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeal bonds, performance
bonds and other similar obligations not to exceed $25,000 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; (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, 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; and (h) other Contingent Obligations not permitted by clauses (a) through (g) above, not to exceed $25,000 in the aggregate at any time outstanding. 

“Permitted Debt” means: (a) Borrowers’ and its Subsidiaries’ Debt to Agent and each Lender
under this Agreement, the other Financing Documents and the Affiliated Financing Documents; (b) Debt incurred as a result of endorsing negotiable instruments received in the Ordinary Course of Business; (c) purchase money Debt not to
exceed $500,000 at any time (whether in the form of a loan or a lease) used solely to acquire equipment used in the Ordinary Course of Business and secured only by such equipment; (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) Debt in the form of insurance premiums financed
through the applicable insurance company; (f) trade accounts payable arising and paid on a timely basis and in the Ordinary Course of Business; (g) Subordinated Debt; (h) Permitted Contingent Obligations; (i) the Bank Products;
(j) the Lease Letters of Credit; (k) Debt consisting of intercompany loans and advances made in accordance with clause (h) of the definition of Permitted Investments, provided that (1) the obligations of such parties under such
intercompany loan shall be subordinated at all times to the Obligations of such parties hereunder or under the other Financing Documents in a manner reasonably satisfactory to Agent and (2) to the extent that such Debt is evidenced by a
promissory note or other written instrument, Borrower shall pledge and deliver to Agent, for the benefit of itself and the Lenders, the original promissory note or instrument, as applicable, along with an endorsement in blank in form and substance
reasonably satisfactory to Agent; (l) other unsecured Debt not permitted by clauses (a) through (k) above, not to exceed $250,000 in the aggregate at any time outstanding. 

“Permitted Discretion” means, as to Agent or any Lender, a determination made in good faith and in the
exercise of reasonable business judgment exercised in accordance with generally applicable practices of Agent or such Lender. 

“Permitted Distributions” means the following Distributions: (a) dividends by any Subsidiary of any
Borrower to such parent Borrower; (b) dividends payable solely in common or preferred stock so long as such stock does not constitute Debt; and (c) repurchases of stock of 

  
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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 $350,000 in the aggregate per fiscal year. 

“Permitted Investments” means: (a) Investments shown on Schedule 5.7 and existing on the
Closing Date; (b) cash and cash equivalents; (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 outstanding 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 Borrowers in any Subsidiary; (g) Investments consisting of deposit accounts in which Agent has received a Deposit Account Control Agreement (if required by this Agreement);
(h) (1) Investments by any Borrower in any Subsidiary (which Subsidiary is a Borrower or Secured Guarantor) and otherwise made in compliance with Section 4.11(c) and (2) Investments in the form of cash or cash equivalents by any
Borrower in any Subsidiary in an amount not to exceed $250,000 per year; (i) Investments in Joint Ventures or corporate collaborations as long as the amount invested in such joint ventures or corporate collaborations is solely in the form of
(x) Permitted Licenses, (y) employee time, and (z) cash and cash equivalents in an amount not to exceed $250,000 per year; and (j) other Investments in an amount not exceeding $1,000,000 in the aggregate. 

“Permitted License” means any license of rights of Borrower or its Subsidiaries in Intellectual Property,
Products or rights related to Product sales, marketing, manufacture or distribution, so long as all such Permitted Licenses are granted to third parties in the Ordinary Course of Business, do not result in a legal transfer of title to the licensed
property, have been granted in exchange for fair consideration and with respect to any exclusive license, are exclusive with respect to geography only in discrete territories or countries outside of the United States. 

“Permitted Liens” means: (a) deposits or pledges of cash 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 to secure bids, tenders, contracts (other than contracts for the payment of money or the deferred purchase price of property or services), leases, statutory obligations, surety and appeal bonds
and other obligations of like nature arising in the Ordinary Course of Business; (c) carrier’s, warehousemen’s, mechanic’s, workmen’s, materialmen’s or other like Liens on Collateral, other than any Collateral which is
part of the Borrowing Base, arising in the Ordinary 

  
 17 








 
Course of Business with respect to obligations which are not due, or which are being contested pursuant to a Permitted Contest; (d) Liens on Collateral 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, appeal bonds, judgments and other similar Liens on Collateral, for sums not exceeding $200,000 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) 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, materially impair the use or operation of the Collateral for the use currently being made thereof or materially 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 which 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, other than on Collateral which is part of the
Borrowing Base, existing on the date hereof and set forth on Schedule 5.2; (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 twenty (20) days after the acquisition thereof; (j) Liens and encumbrances in favor of the holders of the Affiliated Financing Documents; (k) pledges of the Subject Collateral Accounts; and
(l) Permitted Licenses. 
 “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. 
 “Pro Rata Share” means (a) with respect to a Lender’s obligation to
make advances in respect of a Term Loan and such Lender’s right to receive payments of principal and interest with respect to the Term Loans, the Term Loan Commitment Percentage of such Lender, and (b) for all other purposes (including,
without limitation, the indemnification obligations arising under Section 11.6) with respect to any Lender, the percentage obtained by dividing (i) the Term Loan Commitment Amount of such Lender (or, in the event the Term Loan
Commitment shall have been terminated, such Lender’s then outstanding principal advances of such Lender under the Term Loan), by (ii) the sum of the Term Loan Commitment (or, in the event the Term Loan Commitment shall have been
terminated, the then outstanding principal advances of such Lenders under the Term Loan) of all Lenders. 

“Products” means any products manufactured, sold, developed, tested or marketed by any Borrower or any of its
Subsidiaries, including without limitation, those products set forth on Schedule 8.2(a) (as updated from time to time as required or permitted under this Agreement); provided, that, for the avoidance of doubt, any new Product not disclosed on
Schedule 8.2(a) shall still constitute a “Product” as herein defined. 
 “Recall” means a
product-related action under 21 C.F.R. Part 7. 

  
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 “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 4.17. 

“Regulatory Required Permit” means any and all licenses, approvals, clearances, and permits issued by the
FDA, DEA 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 device listings and device 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. 

“Removal” means the physical removal of a product from its point of use to some other location for repair,
modification, adjustment, relabeling, destruction, or inspection. 
 “Required Lenders” means at any time
Lenders holding (a) sixty percent (60%) or more of the sum of the Term Loan Commitment (taken as a whole), or (b) if the Term Loan Commitment has been terminated, sixty percent (60%) or more of the then aggregate outstanding
principal balance of the Loans.  
 “Responsible Officer” means any of the Chief Executive Officer,
Chief Financial Officer or any other officer of the applicable Borrower acceptable to Agent. 
 “SEC” means
the United States Securities and Exchange Commission. 
 “Secured Guarantor” means any Subsidiary of
Borrower organized under the laws of the United States, a state thereof, or the District of Columbia, which Subsidiary is a Borrower or 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. 

“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 any 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 (at the request or with the consent of a Credit Party) 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 

  
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favor of Agent for its own benefit and the benefit of the Lenders, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time. 

“Solvent” means, with respect to any Person, that such Person (a) owns assets the fair saleable value of
which are (i) greater than the total amount of its liabilities (including 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. 

“Subject Collateral Accounts” means, collectively, the LC Collateral Account and the Bank Products Collateral
Account. 
 “Subject Convertible Debt” means all Debt of Borrowers incurred in connection with those
certain Subordinated Convertible Promissory Notes made by Ellipse Technologies, Inc. in favor of certain “Holders” under and as defined therein, each dated on or about the date hereof, and each subject in all respects to that certain
Subordination Agreement dated as of the date hereof by and among Agent, Ellipse Technologies, Inc. and each such Holder, as such Subordination Agreement may be amended, restated or otherwise modified from time to time in accordance with its terms.

 “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; provided that any convertible debt offering shall be permitted on reasonable and customary terms
and so long as such terms are not otherwise prohibited under this Agreement and such convertible debt offering is subject to a subordination agreement reasonably acceptable to Agent. For the avoidance of doubt, the Subject Convertible Debt
constitutes 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; provided that any convertible debt offering shall be permitted on reasonable and customary terms
and so long as such terms are not otherwise prohibited under this Agreement and such convertible debt offering is subject to a subordination agreement reasonably acceptable to Agent. 

“Subordination Agreement” means any agreement between Agent and another creditor of Borrowers, 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 Borrower(s) and/or the Liens securing such Debt granted by any Borrower(s) 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; provided that any convertible debt offering shall be permitted on reasonable and customary terms and so long as such terms are not 

  
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otherwise prohibited under this Agreement and such convertible debt offering is subject to a subordination agreement reasonably acceptable to Agent. 

“Subsidiary” means, with respect to any Person, (a) any corporation 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 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,
or similar agreement. 
 “Taxes” has the meaning set forth in Section 2.8. 

“Termination Date” means the earlier to occur of (a) the Commitment Expiry Date, (b) any date on
which Agent accelerates the maturity of the Loans 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” has the meaning set forth in Section 2.1(a). 

“Term Loan Commitment” means, as of any date of determination, the aggregate Term Loan Commitment Amounts of
all Lenders as of such date. 
 “Term Loan Commitment Amount” means, (a) as to any Lender that is a
Lender on the Closing Date, the dollar amount set forth opposite such Lender’s name on the Commitment Annex under the column “Term Loan Commitment Amount”, as such amount may be adjusted from time to time by any amounts assigned (with
respect to such Lender’s portion of Term Loans outstanding and its commitment to make advances in respect of the Term Loan) pursuant to the terms of any and all effective assignment agreements to which such Lender is a party, and (b) as to
any Lender that becomes a Lender after the Closing Date, the amount of the “Term Loan Commitment Amount(s)” of other Lender(s) assigned to such new Lender pursuant to the terms of the effective assignment agreement(s) pursuant to which
such new Lender shall become a Lender, as such amount may be adjusted from time to time by any amounts assigned (with respect to such Lender’s portion of Term Loans outstanding and its commitment to make advances in respect of the Term Loan)
pursuant to the terms of any and all effective assignment agreements to which such Lender is a party. 

  
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 “Term Loan Commitment Percentage” means, as to any Lender,
(a) on the Closing Date, the percentage set forth opposite such Lender’s name on the Commitment Annex under the column “Term Loan Commitment Percentage” (if such Lender’s name is not so set forth thereon, then, on the
Closing Date, such percentage for such Lender shall be deemed to be zero), and (b) on any date following the Closing Date, the percentage equal to the Term Loan Commitment Amount of such Lender on such date divided by the Term Loan
Commitment on such date. 
 “Term Loan Tranche 1” means the initial Term Loan in the amount of $5,000,000
to be funded on the Closing Date pursuant to and in accordance with the terms and conditions set forth in Section 2.1(a) and elsewhere in this Agreement. 

“Term Loan Tranche 2” means one or more further disbursements of Term Loan(s) in the aggregate amount not to
exceed $10,000,000 which shall be funded, if at all, pursuant to and in accordance with the terms and conditions set forth in Section 2.1(a) and elsewhere in this Agreement. 

“Third Party Payor” means Medicare, Medicaid, TRICARE, and other state or federal health care program, Blue
Cross and/or Blue Shield, private insurers, managed care plans and any other Person or entity which presently or in the future maintains Third Party Payor Programs. 

“Third Party Payor Programs” means all payment and reimbursement programs, sponsored by a Third Party Payor,
in which a Borrower participates. 
 “TRICARE” means the program administered pursuant to 10 U.S.C.
Section 1071 et. seq), Sections 1320a-7 and 1320a-7a of Title 42 of the United States Code and the regulations promulgated pursuant to such statutes. 

“UCC” means the Uniform Commercial Code of the State of Maryland 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. Person” means any Person that is a
“United States Person” as defined in Section 7701(a)(30) of the Code. 
 “Work-In-Process”
means Inventory that is not a product that is finished and approved by a Borrower in accordance with applicable Laws and such Borrower’s normal business practices for release and delivery to customers. 

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. If at any 

  
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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, the 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 the 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. 

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. 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. 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. As used in this Agreement, the meaning of the term “material” or the phrase “in all material respects” is intended to refer to an act, omission, violation or condition which reflects or could reasonably be
expected to result in a Material Adverse Effect. 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. 
 Section 1.4    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. 

  
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 ARTICLE 2 - LOANS 

Section 2.1        Loans. 

(a)          Term Loans. 

        (i)        Term
Loan Amounts. On the terms and subject to the conditions set forth in this Agreement, the Lenders severally hereby agree to make to Borrower a term loan in an original principal amount in the form of Term Loan Tranche 1 and Term Loan Tranche 2
(such term loan, collectively, the “Term Loan”). Each Lender’s obligation to fund each of Term Loan Tranche 1 and Term Loan Tranche 2 shall be limited to such Lender’s Term Loan Commitment Percentage with respect thereto,
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. No Borrower shall have any right to reborrow any portion of the Term Loan that is repaid or prepaid from time
to time. 

        (A)        The Term
Loan Tranche 1 shall be funded in one advance in the amount of $5,000,000 on the Closing Date. 

        (B)        For the
period beginning on the date that Borrower has met the Net Revenue Threshold (which date shall in no instance be prior to January 1, 2016) through and including July 31, 2016 (the “Tranche 2 Draw Period”), Borrower
may in its sole discretion request one or more additional Term Loans under Term Loan Tranche 2 (each a “Tranche 2 Request”). Each Term Loan disbursement in respect of a Tranche 2 Request shall be in a minimum amount of $2,500,000,
and the total aggregate Term Loan disbursements in respect of all Tranche 2 Requests shall not exceed $10,000,000. Borrowers shall deliver to Agent a Tranche 2 Request in the form of a Notice of Borrowing with respect to the proposed Term Loan
advance, such Notice of Borrowing to be delivered no later than noon (Eastern time) two (2) Business Days prior to the requested funding date. 

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

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

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

        (i)        Unless
Agent shall otherwise consent in writing, on 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 

  
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percent (100%) of such proceeds (net of out-of-pocket expenses and repayment of secured debt permitted under clause (c) of the definition of Permitted Debt and encumbering the property
that suffered such casualty), or such lesser portion of such proceeds as Agent shall elect to apply to the Obligations; 

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

        (iii)        other
than any Permitted Asset Disposition, unless Agent shall otherwise consent in writing, upon receipt by any Credit Party of the proceeds of any Asset Disposition that is not made in the Ordinary Course of Business or that pertains to any Collateral
upon which a Borrowing Base is calculated, 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), or such lesser portion as Agent shall elect to apply to the Obligations; and 

        (iv)        unless
Agent shall otherwise consent in writing or with respect to Permitted Debt, upon receipt by any Credit Party of any extraordinary receipts or the proceeds from the incurrence of Debt or issuance and sale of any Debt or equity securities, an amount
equal to one hundred percent (100%) of such extraordinary receipts, 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 (other than with respect to Inventory and any real property, unless Agent shall otherwise elect) 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 (x) prior to the receipt of such proceeds, Borrowers have delivered to Agent a reinvestment plan detailing
such replacement or repair acceptable to Agent in its reasonable discretion and (y) such proceeds are deposited into an account with Agent promptly upon receipt by such Borrower; and (2) proceeds of personal property Asset Dispositions
that are not made in the Ordinary Course of Business (other than Collateral upon which the Borrowing Base is calculated or Intellectual Property) 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 an account with Agent 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. 

  
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        (C)        Borrowers
may from time to time, with at least five (5) Business Days’ prior written notice, prepay the Term Loan in whole but not in part (other than mandatory partial prepayments required under this Agreement); provided, however, that each such
prepayment shall be accompanied by any prepayment fees and exit fees required hereunder. 

        (iii)        All
Prepayments.        Except as this Agreement may specifically provide otherwise, all prepayments of the Term Loan shall be applied by Agent to the Obligations in inverse order of maturity. The monthly
payments required under Schedule 2.1 shall continue in the same amount (for so long as the Term Loan and/or (if applicable) any advance thereunder shall remain outstanding) notwithstanding any partial prepayment, whether mandatory or
optional, of the Term Loan. 

        (iv)        LIBOR
Rate. 

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

        (B)        The LIBOR
Rate may be adjusted by Agent with respect to any Lender on a prospective basis to take into account any additional or increased costs to such Lender of maintaining or obtaining any eurodollar deposits or increased costs, in each case, due to
changes in applicable Law occurring subsequent to the commencement of the then applicable Interest Period, including changes in tax laws (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the
definition of Excluded Taxes and (z) Connection Income Taxes) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any successor), which additional or increased costs would increase the
cost of funding loans bearing interest based upon the LIBOR Rate; provided, however, that notwithstanding anything in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests,
rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any
successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in applicable Law”, regardless of the date enacted, adopted or
issued. In any such event, the affected Lender shall give Borrowers and Agent notice of such a determination and adjustment and Agent promptly shall transmit the notice to each other Lender and, upon its receipt of the notice from the affected
Lender, Borrowers may, by notice to such affected Lender (I) require such Lender to furnish to Borrowers a statement setting forth the basis for adjusting such LIBOR Rate and the method for determining the amount of such adjustment, or
(II) repay the Loans bearing interest based upon the LIBOR Rate with respect to which such adjustment is made. 

        (C)        In the
event that any change in market conditions or any law, regulation, treaty, or directive, or any change therein or in the interpretation 

  
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of application thereof, shall at any time after the date hereof, in the reasonable opinion of any Lender, make it unlawful or impractical for such Lender to maintain Loans bearing interest based
upon the LIBOR Rate or to continue such maintaining, or to determine or charge interest rates at the LIBOR Rate, such Lender shall give notice of such changed circumstances to Agent and Borrowers and Agent promptly shall transmit the notice to each
other Lender, (I) in the case of the pro rata share of the Term Loan held by such Lender and then outstanding, the date specified in such Lender’s notice shall be deemed to be the last day of the Interest Period of such portion of the Term
Loan, and interest upon such portion thereafter shall accrue interest at the Base Rate plus the Applicable Margin, and (II) such portion of the Term Loan shall continue to accrue interest at the Base Rate plus the Applicable Margin until such Lender
determines that it would no longer be unlawful or impractical to maintain such Term Loan at the LIBOR Rate. 

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

Section 2.2        Interest, Interest Calculations and Certain
Fees. 
 (a)        Interest. From and following the Closing Date,
except as expressly set forth in this Agreement, Loans and the other Obligations shall bear interest at the sum of the LIBOR Rate plus the Applicable Margin. Interest on the Loans shall be paid 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. For purposes of calculating interest, all funds transferred to the Payment Account for application to the
Term Loan shall be subject to a five (5) Business Day clearance period and all interest accruing on such funds during such clearance period shall accrue for the benefit of Agent, and not for the benefit of the Lenders. 

(b)        Reserved. 

(c)        Reserved. 

(d)        Reserved. 

(e)        Reserved. 

(f)        Origination Fee. Contemporaneous with Borrowers’ execution of
this Agreement, Borrowers shall pay Agent, for the benefit of all Lenders committed to make Term Loans on the Closing Date, in accordance with their respective Pro Rata Shares, a one-time fee in an amount equal to $75,000. All fees payable pursuant
to this paragraph shall be due and payable on the Closing Date and, once paid, shall be non-refundable. 

(g)        Reserved. 

  
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 (h)        Exit Fee. Borrowers
shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances, as compensation for the costs of making funds available to Borrowers under this Agreement an exit fee (the “Exit Fee”) calculated in accordance
with this subsection and upon the date or dates required under this subsection. The Exit Fee shall be equal to 3.0% times the amount of all Term Loans advanced to Borrower under this Agreement. Upon any repayment of any portion of the
Term Loan (whether voluntary, involuntary or mandatory) other than scheduled amortization payments (if any) and the final payment of principal in respect of the Term Loan, a pro rata portion of the Exit Fee shall be due in the following
amount: that percentage which is obtained by dividing the amount prepaid by the then outstanding principal balance of the Term Loan. Any remaining unpaid amount of the Exit Fee shall be due and payable on the Termination Date. All
fees payable pursuant to this paragraph shall be deemed fully accrued and earned as of the Closing Date but in each case payable pursuant to the terms of this paragraph. 

(i)        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 Borrowers, by reason of the occurrence of an Event of Default or the acceleration of the Term Loan, or otherwise), or if the Term Loan shall become accelerated and due
and payable in full, or if the Lenders’ funding obligations in respect of any unfunded portion of the Term Loan shall terminate prior to the Commitment Expiry Date, 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 by the following applicable percentage amount: 2.0% for the first year following the Closing Date, and 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 but in each case payable pursuant to the terms of this paragraph. 

(j)        Audit Fees. Borrowers shall pay to Agent, for its own account and
not for the benefit of any other Lenders, all reasonable 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 in its reasonable discretion, 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; provided, however, that for so long as no Default or Event of Default has occurred and is continuing, (i) Borrowers shall not be obligated to pay such reasonable fees and expenses of Agent described in this
Section 2.2(j) for more than two (2) audits and inspections of Borrowers’ books and records per calendar year and one (1) valuation or appraisal of the Collateral, and (ii) Borrower shall be obligated to pay such reasonable
fees and expenses of Agent described in this Section 2.2(j) with respect to any such audits, inspections, valuations and appraisals conducted by Agent at any time when a Default or Event of Default shall have occurred and remains outstanding.


  
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 (k)        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). 

(l)        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 five percent (5.0%) of
each delinquent payment. 
 (m)        Computation of Interest and Related
Fees. All interest and fees under each Financing Document shall be calculated on the basis of a 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. 

(n)        Automated Clearing House Payments; Charging Revolving Loan under
Affiliated Financing Documents. If Agent 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 (i) 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, or (ii) without duplication, charging the “Revolving Loan” under and as defined in, and pursuant to, the Affiliated Credit Agreement. Borrowers shall execute any and all forms and documentation
necessary from time to time to effectuate such automatic debiting. In no event shall any such payments be refunded to Borrowers. 

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


  
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payable at the then applicable rate during such extension (it being understood and agreed that, solely for purposes of calculating financial computations contained herein, 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 2:00 p.m (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 2:00 p.m (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. 

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 Maryland 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. 

  
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 Section 2.8        Taxes;
Capital Adequacy. 
 (a)        All payments of principal and interest on the
Loans and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, payroll, employment, property or franchise taxes and other taxes, fees, duties, levies,
assessments, withholdings or other charges in the nature of a tax (including interest and penalties thereon) imposed by any taxing authority (“Taxes”), except as required by applicable Law. If any withholding or deduction of Taxes
from any payment to be made by any Borrower hereunder is required in respect of any Taxes pursuant to any applicable Law, then Borrowers will: (i) pay directly to the relevant authority the full amount required to be so withheld or deducted;
(ii) promptly forward to Agent an official receipt or other documentation satisfactory to Agent evidencing such payment to such authority; and (iii) if such Taxes are Indemnified Taxes, pay to Agent for the account of Agent and Lenders
such additional amount or amounts as is necessary to ensure that the net amount actually received by Agent and each Lender will equal the full amount Agent and such Lender would have received had no such withholding or deduction been required. If
any Indemnified Taxes are directly asserted against Agent or any Lender with respect to any payment received by Agent or such Lender hereunder, Agent or such Lender may pay such Indemnified Taxes and Borrowers will promptly pay such additional
amounts (including any penalty, interest or expense) as is necessary in order that the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have
received had such Taxes not been asserted. 
 (b)        If any Borrower fails to
pay any Indemnified Taxes when due to the appropriate taxing authority or fails to remit to Agent, for the account of Agent and the respective Lenders, the required receipts or other required documentary evidence, Borrowers shall indemnify Agent and
Lenders for any incremental Indemnified Taxes, interest or penalties that may become payable by Agent or any Lender as a result of any such failure. 

(c)        Each Lender (other than a Lender that is an Affiliate of Agent) that is a
U.S. Person shall deliver to each of the Borrowers 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 Borrowers or Agent), executed copies
of Internal Revenue Service (“IRS”) Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. Each Lender (other than a Lender that is an Affiliate of Agent) that (i) is organized under the laws of a
jurisdiction other than the United States, and (ii)(A) is a party hereto on the Closing Date or (B) purports to become an assignee of an interest as a Lender under this Agreement after the Closing Date (unless such Lender was already a Lender
hereunder immediately prior to such assignment) (each such Lender a “Foreign Lender”) shall execute and deliver to each of the Borrowers and Agent one or more (as Borrowers or Agent may reasonably request) IRS Forms W-8ECI, W-8BEN,
W-8BEN-E, W-8IMY (as applicable) and other applicable forms, certificates or documents prescribed by the United States Internal Revenue Service or reasonably requested by Agent certifying as to such Lender’s entitlement to a complete exemption
from withholding or deduction of Taxes. In addition, in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, such Foreign Lender shall, on or prior to the date upon which
such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon request of a Borrower or Agent), execute 

  
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and deliver to each of the Borrowers and Agent (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 the 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) to the extent a Foreign Lender is not the beneficial owner, a U.S. Tax Compliance Certificate substantially in the form of Exhibit E-2 or Exhibit E-3, IRS Form W-9, 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. 

If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if
such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent at the time or
times prescribed by law and at such time or times reasonably requested by the Borrower or the Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional
documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower and the 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 paragraph, “FATCA” shall include any amendments made to FATCA after the date of this Agreement and for purposes of this
Section 2.8, the term “applicable Law” shall include FATCA. 
 Each Lender agrees that if any form or
certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrowers and Agent in writing of its legal inability to do so. 

(d)        If any Lender shall determine in its commercially reasonable judgment 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 written demand by such
Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrowers shall promptly pay to such Lender
such additional amount as will compensate 

  
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such Lender or such controlling Person for such reduction, so long as such amounts (x) are not Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of
Excluded Taxes, or Connection Income Taxes, or (y) 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, however, that notwithstanding anything
in this Agreement to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or
directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III,
shall in each case be deemed to be a “change in applicable Law”, regardless of the date enacted, adopted or issued. 

(e)        If any Lender requires compensation under Section 2.8(d), or requires
any Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.8(a), 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 terms of this Agreement) to another of its offices, branches or affiliates, if, in the judgment of
such Lender, such designation or assignment (i) would eliminate or materially reduce amounts payable pursuant to any such subsection, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender (as determined in its sole discretion). Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

 Section 2.9        Appointment of Borrower
Representative.        Each Borrower hereby designates Borrower Representative as its representative and agent on its behalf for the purposes of issuing Notices of Borrowing, and giving 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) on
behalf of any Borrower or Borrowers under the Financing Documents. Borrower Representative hereby accepts such appointment. Notwithstanding anything to the contrary contained in this Agreement, no Borrower other than Borrower Representative shall be
entitled to take any of the foregoing actions. The proceeds of each Loan made hereunder shall be advanced to or at the direction of Borrower Representative and if not used by Borrower Representative in its business (for the purposes provided in this
Agreement) shall be deemed to be immediately advanced by Borrower Representative to the appropriate other Borrower hereunder as an intercompany loan (collectively, “Intercompany Loans”). All collections of each Borrower in respect
of Accounts and other proceeds of Collateral of such Borrower received by Agent and applied to the Obligations shall also be deemed to be repayments of the Intercompany Loans owing by such Borrower to Borrower Representative. Borrowers shall
maintain accurate books and records with respect to all Intercompany Loans and all repayments thereof. Agent and each Lender may regard any notice or other communication pursuant to any Financing Document from Borrower Representative as a notice or
communication from all Borrowers, and may give any notice or communication required or permitted to be given to any Borrower or all Borrowers hereunder to Borrower Representative on behalf of such Borrower or all Borrowers. Each Borrower agrees that
each notice, election, 

  
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representation and warranty, covenant, agreement and undertaking made on its behalf by Borrower Representative shall be deemed for all purposes to have been made by such Borrower and shall be
binding upon and enforceable against such Borrower to the same extent as if the same had been made directly by such Borrower. 

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. 

  
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 (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 sole 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 sole discretion, without affecting the validity or enforceability of the Obligations of the other Borrower. 

(d)        Each Borrower hereby agrees that, except as herein 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)        The 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, no payment made by or for the account of a Borrower including, without limitation, (i) a


  
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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 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 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 $0 through contributions and reimbursements made under the terms of this Section 2.10(e) or otherwise. 

Section 2.11                
Reserved. 
 Section 2.12        Termination; Restriction
on Termination. 
 (a)        Termination by
Lenders.        In addition to the rights set forth in Section 10.2, Agent may, and at the direction of Required Lenders shall, terminate this Agreement without notice upon or after the occurrence and
during the continuance of an Event of Default. 
 (b)        Termination by
Borrowers.        Upon at least five (5) Business Days’ 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 2.2. Any notice of termination given by Borrowers shall be irrevocable (other
than in connection with a transaction that does not materialize) 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. For the avoidance of doubt, this Agreement may be terminated without terminating the Affiliated Financing
Documents. 
 (c)        Effectiveness of
Termination.        All of the Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive termination) 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 and Affiliated 

  
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Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive termination) have been discharged or paid, in full, in immediately available
funds, including, without limitation, all Obligations under Section 2.2 resulting from such termination. Notwithstanding the foregoing or the payment in full of the Obligations (other than inchoate indemnity obligations and any other
obligations which, by their terms, are to survive the termination), 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, (i) 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 (ii) have retained cash Collateral or other Collateral for such period of time as
Agent, in its Permitted Discretion, may deem necessary to protect Agent and each Lender from any such loss or damage. 

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES 

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

Section 3.1        Existence and Power. Each Credit Party is an
entity as specified on Schedule 3.1, is duly organized, validly existing and in good standing under the laws of the jurisdiction specified on Schedule 3.1 and no other jurisdiction, 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, and has all powers and all Permits necessary or desirable in the operation of its business
as presently conducted or as proposed to be conducted, except where the failure to have such Permits could not reasonably be expected to have a Material Adverse Effect. Each Credit Party 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 where the failure to be so qualified could not reasonably be expected to have a Material Adverse
Effect. Except as set forth on Schedule 3.1, no Credit Party (a) has had, over the five (5) year period preceding the Closing Date, any name other than its current name, or (b) 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 Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents,
require no further action by or in respect of, or filing with, any Governmental Authority and do not violate, conflict with or cause a breach or a default under (a) any Law applicable to any Credit Party or any of the Organizational Documents
of any Credit Party, or (b) any agreement or instrument binding upon it. 

Section 3.3        Binding Effect. Each of the Operative 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


  
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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. 

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 Permitted Liens, 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
securities of any Credit Party, other than those described above, are issued and outstanding as of the Closing Date. Except as set forth on Schedule 3.4, as of the Closing Date there are no preemptive or other outstanding rights,
options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party of any equity securities of any such entity. 

Section 3.5        Financial Information. All information delivered
to Agent and pertaining to the financial condition of any Credit Party fairly presents the financial position of such Credit Party as of such date in conformity with GAAP (except that (i) such opinion may be qualified with a going concern
statement solely based on recurring losses and net capital deficiencies of the Borrower, and (ii) as to unaudited financial statements, subject to normal year-end adjustments and the absence of footnote disclosures). Since December 31,
2013, there has been no event which could reasonably be expected to have 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 against or affecting, any Credit Party. 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 Operative Documents. 

Section 3.7        Ownership of Property. Each Borrower and each of
its Subsidiaries is the lawful owner of, has good and marketable title to and is in lawful possession of, or has valid leasehold interests in, all properties 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 against any Credit Party. Hours worked and payments made to the employees of the Credit Parties have not been in violation of the Fair Labor Standards Act or
any other applicable Law dealing with such matters. All 

  
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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. 

Section 3.10        Regulated Entities. 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. 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 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 Taxes (other than other than local and foreign Taxes that are not material Taxes, but 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. Except to the extent subject to a Permitted Contest, all state and material


  
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local sales and use Taxes required to be paid by each Credit Party have been paid. All federal and state returns have been filed by each Credit Party for all periods for which returns were due
with respect to employee income tax withholding, social security and unemployment taxes, and, except to the extent subject to a Permitted Contest, the amounts shown thereon to be due and payable have been paid in full or adequate provisions therefor
have been made. For purposes of this Section, “material” shall mean Seventy-Five Thousand Dollars ($75,000) in the aggregate for all local and foreign Taxes. 

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. 

(b)        Except as could 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 could 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
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, could 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 Operative Documents; Brokers.
Except for fees payable to Agent and/or Lenders or the DiBari Group, no broker, finder or other intermediary has brought about the obtaining, making or closing of the transactions contemplated by the


  
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Operative 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        Related Transactions. All
transactions contemplated by the Operative Documents to be consummated on or prior to the date hereof have been so consummated (including, without limitation, the disbursement and transfer of all funds in connection therewith) in all material
respects pursuant to the provisions of the applicable Operative Documents, true and complete copies of which have been delivered to Agent, and in compliance with all applicable Law, except for such Laws the noncompliance with which would not
reasonably be expected to have a Material Adverse Effect. 

Section 3.17        Material Contracts. Except for the Financing
Documents, the Affiliated Financing Documents, and the agreements set forth on Schedule 3.17, as of the Closing Date there are no (a) employment agreements covering the management of any Credit Party, (b) collective bargaining
agreements or other similar labor agreements covering any employees of any Credit Party, (c) agreements for managerial, consulting or similar services to which any Credit Party is a party or by which it is bound requiring payment by or to any
Credit Party of more than $100,000 in any year, (d) agreements regarding any Credit Party, its assets or operations or any investment therein to which any of its equity holders is a party or by which it is bound, (e) real estate leases or
other lease agreements to which any Credit Party is a party, either as lessor or lessee, (f) customer, distribution, marketing or supply agreements to which any Credit Party is a party requiring payment by or to any Credit Party of more than
$100,000 in any year, (g) partnership agreements to which any Credit Party is a general partner or joint venture agreements to which any Credit Party is a party, (h) third party billing arrangements to which any Credit Party is a party, or
(i) any other agreements or instruments to which any Credit Party is a party, and the breach, nonperformance or cancellation of which, or the failure of which to renew, could reasonably be expected to have a Material Adverse Effect.
Schedule 3.17 sets forth, with respect to each real estate lease agreement to which any Borrower is a party (as a lessee) as of the Closing Date, the address of the subject property and the annual rental (or, where applicable, a general
description of the method of computing the annual rental). 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 and except as hereafter disclosed to Agent in writing: 

(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 by any Governmental Authority or other Person with
respect to any (i) alleged material 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 material
terms and conditions thereof, (iii) generation, treatment, storage, recycling, 

  
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transportation or disposal of any Hazardous Materials, or (iv) release of Hazardous Materials; and 

(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, 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. 

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 in-bound license or sublicense agreements, exclusive out-bound license or sublicense agreements, or other rights of any Credit Party to use Intellectual Property (but
excluding in-bound licenses of over-the-counter software that is commercially available to the public), as of the Closing Date and, as updated as required or permitted under this Agreement, 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, each Credit Party is the sole owner of its Intellectual Property free and clear of any Liens. Each Patent
is valid and enforceable 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 Intellectual Property
violates the rights of any third party. 

Section 3.20        Solvency. After giving effect to the Loan
advance and the liabilities and obligations of each Borrower under the Operative 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 Operative 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. 

Section 3.22        [Reserved]. 

  
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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. 

ARTICLE 4 - AFFIRMATIVE COVENANTS 

Each Borrower agrees that, so long as any Credit Exposure exists: 

Section 4.1        Financial Statements and Other Reports. Each
Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and its
Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (b) 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 eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (except that such
opinion may be qualified with a going concern statement solely based on recurring losses and net capital deficiencies of the Borrower) on the financial statements from an independent certified public accounting firm acceptable to Agent in its
reasonable discretion; (d) within five (5) 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 (provided that this delivery requirement shall not apply to any materials or information made available to such
holders solely in their capacities as members of the Borrower’s board of directors and shall not apply to ministerial items); (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its
Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000) or more; (f) prompt written notice of an event that materially and
adversely affects the value of any Material Intangible Asset; and (g) 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; provided, however, that reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 4.17. Each Borrower will, within thirty
(30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer. 

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 or Intellectual Property, except for Permitted Liens,
(b) without limiting anything contained in the foregoing clause (a), pay all amounts due and owing in respect of Taxes (other 

  
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than local and foreign Taxes that are not material Taxes, but including, without limitation, payroll and withholdings tax liabilities) 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, except for such Taxes that may be subject to a Permitted Contest, (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, in each case under this clause (d), except for such breaches or defaults which could not reasonably be expected to have a Material
Adverse Effect. For purposes of this Section, “material” shall mean Seventy-Five Thousand Dollars ($75,000) in the aggregate for all local and foreign Taxes. 

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, their respective existence and their respective rights, privileges and
franchises necessary or desirable in the normal conduct of business, subject to Section 5.6 of this Agreement. 

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. 

(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 as is customary for companies in Borrower’s industry and with no less coverage than (x) substantially as in existence on the Closing Date, and (y) reasonably sufficient to cover Collateral in the Borrowing Base,
(ii) general and professional liability insurance (including products/completed operations liability coverage), and (iii) such other insurance coverage in such amounts and with respect to such risks as Agent may request from time to time
if an Event of Default exists. 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 

  
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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, reduction in amount or material change in coverage thereof shall be effective until at least thirty (30) days 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 45 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 and Intellectual Property as required hereunder. This insurance may, but need not, protect
such Borrower’s interests. The coverage purchased by Agent may not pay any claim made by such Borrower or any claim that is made against such Borrower in connection with the Collateral. Such Borrower may later cancel any insurance purchased by
Agent, but only after providing Agent with evidence that such Borrower has obtained insurance as required by this Agreement. If Agent purchases insurance for the Collateral, Borrowers will be responsible for the costs of that insurance to the
fullest extent provided by law, including interest and other charges imposed by Agent in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance may be
added to the Obligations. The costs of the insurance may be more than the cost of insurance such Borrower is able to obtain on its own. 

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

 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, at reasonable times and at the sole cost of the applicable Borrower or any applicable Subsidiary (but subject to the limitations set forth in Section 2.2(j),
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 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, Agent exercising any rights pursuant to this Section 4.6 shall give the applicable
Borrower or any applicable Subsidiary commercially reasonable prior notice of 

  
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such exercise. No notice shall be required during the existence and continuance of any Event of Default. 

Section 4.7      Use of Proceeds. Borrowers shall use the proceeds of Loans
solely for (a) transaction fees incurred in connection with the Financing Documents and the refinancing on the Closing Date of Debt, and (b) for working capital needs 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      Estoppel Certificates. After written request by Agent,
Borrowers, within fifteen (15) days and at their expense, will furnish Agent with a statement, duly acknowledged and certified, setting forth (a) the amount of the original principal amount of the Notes, and the unpaid principal amount of
the Notes, (b) the rate of interest of the Notes, (c) the date payments of interest and/or principal were last paid, (d) any offsets or defenses to the payment of the Obligations, and if any are alleged, the nature thereof,
(e) that the Notes and this Agreement have not been modified or if modified, giving particulars of such modification, and (f) that there has occurred and is then continuing no Default or if such Default exists, the nature thereof, the
period of time it has existed, and the action being taken to remedy such Default. 

Section 4.9       Notices of Material Contracts, Litigation and Defaults.

 (a)        Borrower shall (i) provide five (5) Business Days written
notice to Agent of Borrower (A) executing and delivering any amendment, consent, waiver or other modification to any Material Contract which amendment, consent, waiver or modification could reasonably be expected to have a Material Adverse
Effect or (B) receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract the termination of which would constitute a Material Adverse Effect and (ii) together with delivery of
the next Compliance Certificate (included as an update to any schedule delivered therewith), provide written notice to Agent after the execution of any new Material Contract or of receiving or delivering any notice of termination or default or
similar notice in connection with any Material Contract (without duplication of any notice provided pursuant to Section 4.9(a)(i)(B)) and/or any new material amendment, consent, waiver or other modification to any Material Contract not
previously disclosed. 
 (b)        Borrowers will give prompt written notice to
Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which 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 Borrower becoming aware of the existence of any Event of Default, (iii) of any strikes or other labor disputes
pending or, to any Borrower’s knowledge, threatened against any Credit Party, (iv) if there is any infringement or claim of infringement made or threatened in writing 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, or if there is any claim made or threatened in writing by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual
Property rights of others, and (v) of all returns, recoveries, disputes and claims that involve more than $250,000. Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of


  
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all matters existing as of the Closing Date for which notice could be required under this Section and all litigation or governmental proceedings pending or threatened (in writing) against
Borrowers or other Credit Party as of the Closing Date. 
 (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. 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 and each Lender, without expense to Agent or any Lender, each Credit
Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender 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
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 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 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)        Upon
reasonable request, 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 the Intercreditor
Agreement and 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 to be 

  
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jointly and severally obligated with the other Borrowers under all covenants and obligations under this Agreement, including the obligation to repay the Obligations. 

(b)        Upon receipt of an affidavit of an authorized representative of Agent or a
Lender as to the loss, theft, destruction or mutilation of any Note or any other Financing Document which is not of public record, and, in the case of any such mutilation, upon surrender and cancellation of such Note or other applicable Financing
Document, Borrowers will issue, in lieu thereof, a replacement Note or other applicable Financing Document, dated the date of such lost, stolen, destroyed or mutilated Note or other Financing Document in the same principal amount thereof and
otherwise of like tenor. 
 (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 its intention to create (or to the extent permitted under this Agreement, acquire) 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 the Agent pursuant to a pledge agreement in form and substance satisfactory to the Agent,
all of the outstanding shares of equity interests or other equity interests of such new Subsidiary 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 to take such other actions (including entering into or joining any Security Documents) as are necessary or advisable in the reasonable opinion of the Agent in order to grant the Agent,
acting on behalf of the Lenders, a first priority Lien (subject to the Intercreditor Agreement) on all real and personal 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 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 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 reasonably requested by the Agent, in each case, in form and substance reasonably satisfactory to the
Agent. In furtherance of the foregoing, with respect to any Subsidiary that is not organized under the laws of the United States, a state thereof, or the District of Columbia, if requiring the Borrower to take the actions set forth in clauses (i),
(ii), and/or (iii) in the foregoing sentence (such actions, collectively, the “Joinder Requirements”) is reasonably likely to cause a material adverse tax consequence for Borrower, then Agent and Lenders agree that their consent to
limit such Joinder Requirements to a pledge of 65% of such Subsidiary’s securities that are entitled to vote (within the meaning of Treasury Reg. Section 1.956-2(c)(2)) shall not be unreasonably withheld, but only so long as
(x) material revenues, operations, and other material aspects of the Borrower’s business remain with the Borrower and remain located in the United States, and (y) other than as permitted under this Agreement, the


  
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Collateral and Material Intangible Assets of the Borrower remain the property of the Borrower and remain located in the United States, and in each case of (x) and (y) are not
transferred to such Subsidiary unless permitted by the terms of this Agreement. 

(d)        Borrowers shall timely and fully pay and perform its obligations under all
leases and other agreements with respect to each leased location where any Collateral, or any records related thereto, is or may be located. 

Section 4.12    Reserved. 

Section 4.13    Power of Attorney. Each of the authorized representatives of Agent is
hereby irrevocably made, constituted and appointed the true and lawful attorney for Borrowers (without requiring any of them to act as such) with full power of substitution to do the following: (a) after the occurrence and during the
continuation of an Event of Default, 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) after the occurrence and during the continuation of an Event of Default, 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) after the occurrence and during the continuance of an Event of
Default, 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 which constitutes an Event of Default, 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, without the need for an Event of
Default, perfect Agent’s security interest or Lien in any Collateral; and (e) after the occurrence and during the continuance of an Event of Default, 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 to the extent (A) Borrower acquires and/or develops any new Registered Intellectual Property, or (B) Borrower enters into or becomes bound by any additional license or sublicense agreement, any additional
exclusive out-bound license or sublicense agreement or other agreement with respect to rights in Intellectual Property (other than over-the-counter software that is commercially available to the public), or (C) there occurs any other material
change in Borrower’s Registered Intellectual Property, in-bound licenses or sublicenses or exclusive out-bound licenses or sublicenses from that listed on Schedule 3.19 together with such


  
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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)        Borrower shall 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 the IP Proceeds pertaining thereto. 
 (c)        Borrower
shall take such commercially reasonable steps as Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (x) all licenses or 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 license or agreement, whether now existing or entered into in the future, and (y) Agent to have the ability in the event of a
liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Financing Documents. 

(d)        Borrower shall own, or be licensed to use or otherwise have the right to
use, all Material Intangible Assets. 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 knowingly infringing any 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 by any third party of Borrower’s Material Intangible Assets, or of a material claim made
or threatened in writing of infringement by Borrower of 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 license or other agreement that is material to any Product or the conduct or operations of the business with respect to which Borrower is the licensee 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 Reporting and Covenants. 

(a)        Borrower shall, together with the next Compliance Certificate required to
be delivered under this Agreement after such event, provide Agent with notice of the occurrence of any of the following events (provided that if such event could reasonably be expected to have a Material Adverse Effect, Borrower shall provide Agent
with such notice within five (5) Business Days of receiving, becoming aware of or determining that any such event has occurred (each, a “Regulatory Reporting Event” and collectively, the “Regulatory Reporting
Events”): (i) any Governmental Authority, specifically including the FDA is conducting or has conducted (A) if applicable, any of Borrower’s or its Subsidiaries’ manufacturing facilities and processes for any Product
which investigation has disclosed any material deficiencies or violations of Laws and/or the Regulatory Required Permits related to such thereto or (B) an investigation or review 

  
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of any Regulatory Required Permit (other than routine reviews in the Ordinary Course of Business associated with the renewal of a Regulatory Required Permit and which could not reasonably be
expected to result in a Material Adverse Effect), (ii) development, testing, and/or manufacturing of any Product should cease, (iii) if a Product has been approved for marketing and sale, any marketing or sales of such Product should cease
or such Product should be withdrawn from the marketplace, (iv) any Regulatory Required Permit has been revoked or withdrawn, (v) adverse clinical test results with respect to any Product which have or could reasonably be expected to result
in a Material Adverse Effect, (vi) any Product recalls or voluntary Product withdrawals from any market (other than discrete batches or lots that are not material in quantity or amount and are not made in conjunction with a larger recall) or
(vii) any significant failures in the manufacturing of any Product such that the amount of such Product successfully manufactured in accordance with all specifications thereof and the required payments to be made to Borrower therefor in any
month shall decrease significantly with respect to the quantities of such Product and payments produced in the prior month. Borrower shall provide to Agent or any Lender such further information (including copies of such documentation) as Agent or
any Lender shall reasonably request with respect to any such Regulatory Reporting Event. 

(b)        Borrower shall, and shall cause each Credit Party to, obtain all
Regulatory Required Permits necessary for compliance in all material respects with Laws with respect to testing, manufacturing, developing, selling or marketing of Products and shall, and shall cause each Credit Party to, maintain and comply fully
and completely in all respects with all such Regulatory Required Permits, the noncompliance with which could have a Material Adverse Effect. In the event Borrower or any Credit Party obtains any new Regulatory Required Permit or any information on
the Schedule 8.2(a) becomes outdated, inaccurate, incomplete or misleading, Borrower shall, together with the next Compliance Certificate required to be delivered under this Agreement after such event, provide Agent with an updated
Schedule 8.2(a) including such updated information. 
 (c)        If, after
the Closing Date, (i) Borrower determines to manufacture, sell, or market any new Product, Borrower shall deliver prior written notice to Agent of such determination (which shall include a brief description of such Product) and, together with
delivery of the next Compliance Certificate shall provide an updated Schedule 3.19 and Schedule 8.2(a) (Licensing and Products) (and copies of such Permits as Agent may request) reflecting updates related to such determination. 

ARTICLE 5 - NEGATIVE COVENANTS 

Each Borrower agrees that, so long as any Credit Exposure exists: 

Section 5.1        Debt; Contingent Obligations. 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. 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. 

  
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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 (1) the Financing Documents, (2) any agreements for purchase money debt permitted under clause (c) of the definition of
Permitted Debt, and (3) any customary restrictions on assignment of any license or similar agreement contained in such agreements which in any event (other than with respect to (x) in-bound licenses of over-the-counter software that is
commercially available to the public, (y) other agreements that (1) could not reasonably be expected to be material to the business of the Borrower at any time and (2) do not involve the exclusive license of Intellectual Property, and
(z) Borrower’s contracts existing on the Closing Date) do not prohibit the grant of a security interest therein) 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 and the Affiliated 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) other than restrictions
contained in a Permitted License restricting the transfer of Intellectual Property that is jointly developed under such Permitted License by the Borrower or any Subsidiary and the counterparty to such Permitted License, transfer any of its
property or assets to any Borrower or any Subsidiary. 
 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, (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 Subordinated 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 Subordinated 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 Subordinated Debt, (ii) accelerate or shorten the dates upon which payments of principal or
interest are due on, or the principal amount of, such Subordinated 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 Subordinated Debt,
(iv) change the prepayment provisions of such Subordinated 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 

  
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the holder of such Subordinated Debt in a manner adverse to Borrowers, any Subsidiaries, Agents or Lenders. Borrowers shall, prior to entering into any such amendment or modification, deliver to
Agent reasonably in advance of the execution thereof, any final or execution form copy thereof. 

Section 5.6    Consolidations, Mergers and Sales of Assets; Change in Control. No
Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person, or (b) consummate any Asset Dispositions other than Permitted Asset Dispositions, and no Borrower
will suffer or permit to occur any Change in Control with respect to itself, any Subsidiary or any Guarantor; provided that a Borrower or Secured Guarantor or a Subsidiary may merge or consolidate into a Borrower, so long as (a) Borrower
has provided Agent with prior written notice of such transaction, (b) a Person already comprising a Borrower shall be the surviving legal entity (and with Ellipse Technologies, Inc. at all times being a surviving entity), and (c) no Event
of Default has occurred and is continuing prior thereto or arises as a result therefrom. 

Section 5.7    Purchase of Assets, Investments. Other than Permitted Investments, no
Borrower will, or will permit any Subsidiary to, directly or indirectly (a) acquire or enter into any agreement to acquire any assets other than in the Ordinary Course of Business; (b) engage or enter into any agreement to engage in any
joint venture or partnership with any other Person; or (c) acquire or own or enter into any agreement to acquire or own any Investment in any Person. 

Section 5.8    Transactions with Affiliates. Except as otherwise disclosed on
Schedule 5.8, and except for transactions 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, 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 (other than Subordinated Debt or bona fide equity financings that do not constitute Debt). 

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, to the extent such amendment or modification causes or could reasonably be expected to cause a Default or Event of Default. 

Section 5.10   Modification of Certain Agreements. No Borrower will, or will permit any
Subsidiary to, directly or indirectly, (i) amend or otherwise modify any Material Contract, which amendment or modification in any case: (a) is contrary to the terms of this Agreement or any other Financing Document; (b) could
reasonably be expected to be materially adverse to the rights, interests or privileges of the Agent or the Lenders or their ability to enforce the same or materially adverse to any Borrower; or (ii) without the prior written consent of Agent,
amend or otherwise modify any Affiliated Financing Document. 
 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 described on Schedule 5.11 and businesses reasonably
related thereto. No 

  
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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    Lease Payments. No Borrower will, or will permit any Subsidiary to,
directly or indirectly, incur or assume (whether pursuant to a Guarantee or otherwise) any liability for rental payments except in the Ordinary Course of Business. 

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

Section 5.14    Deposit Accounts and Securities Accounts; Payroll and Benefits
Accounts. No Borrower will, or will permit any Credit Party to, directly or indirectly, establish any new Deposit Account or Securities Account without prior written notice to Agent, and unless Agent, such Borrower or such Subsidiary 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. Borrowers represent and warrant that, as of the Closing Date, Schedule 5.14 lists all of the Deposit Accounts and Securities Accounts of each Borrower. The provisions of this Section requiring Deposit
Account Control Agreements shall not apply to (1) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees, (2) the Lease Letters of
Credit, (3) the Subject Collateral Accounts, and (4) and such other Deposit Accounts with deposits totaling no more than $250,000 in the aggregate for all such Deposit Accounts and identified to Agent by Borrowers as such; provided,
however, that at all times that any Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) remain outstanding, Borrower shall 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 

  
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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. 

ARTICLE 6 - RESERVED 

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 prepared by Agent or its counsel, 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 and their respective counsel in their sole discretion: 

(a)        [reserved]; 

(b)        the payment of all fees, expenses and other amounts due and payable under
each Financing Document on the Closing Date; 
 (c)        since December 31,
2013, the absence of any material adverse change in any aspect of the business, operations, properties, prospects or condition (financial or otherwise) of the Borrowers and Guarantors taken as a whole, or any event or condition which could
reasonably be expected to result in such a material adverse change; 

(d)        [reserved]; and 

(e)        the receipt of a payoff letter executed by Silicon Valley Bank in its
capacity as agent in respect of (i) that certain Loan and Security Agreement, dated February 13, 2013, as amended by that certain First Amendment to Loan and Security Agreement, dated July 29, 2013 and that certain Second Amendment to
Loan and Security Agreement, dated March 28, 2014, by and among Borrower, Silicon Valley Bank, and the other parties party thereto and (ii) that certain Loan and Security Agreement (EX-IM Loan Facility), dated February 13, 2013, by
and among Borrower, Silicon Valley Bank, and the other parties party thereto. 
 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, each additional Operative 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. 

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

(a)        in the case of a Term Loan advance, receipt by Agent of a Notice of
Borrowing (which may be in the form of a disbursement letter including a payment direction schedule); 

(b)        [reserved]; 

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

(d)        the fact that the representations and warranties of each Credit Party
contained in the Financing Documents shall be true, accurate and complete in all material respects on and as of the date of such borrowing or issuance; provided, however, that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text thereof; and provided further, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material
respects as of such specific date; and 
 (e)        the fact that no Material
Adverse Effect 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, accurate and complete in all material respects on and as of the date of such borrowing or issuance; provided, however, that such materiality qualifier shall not be applicable to
any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided further, that those representations and warranties expressly referring to a specific date shall be true, accurate and complete
in all material respects as of such specific date. 

Section 7.3      Searches. Before the Closing Date, and thereafter (as and
when determined by Agent in its reasonable 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. 

  
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 Section 7.4      Post Closing
Requirements. 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 to Agent’s satisfaction as more specifically set forth on such Schedule 7.4, and as may be extended by Agent in writing in its sole discretion. 

ARTICLE 8 - REGULATORY AND LIFE SCIENCES MATTERS 

Section 8.1      Additional Defined Terms. The following additional
definitions are hereby appended to Section 1.1 of this Agreement: 
 “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. 

“HIPAA Compliant” shall mean that the applicable Person is in compliance with each of the applicable
requirements of the so-called “Administrative Simplification” provisions of HIPAA, and is not and could not reasonably be expected to become the subject of any civil or criminal penalty, process, claim, action or proceeding, or any
administrative or other regulatory review, survey, process or proceeding (other than routine surveys or reviews conducted by any government health plan or other accreditation entity) that could result in any of the foregoing or that could reasonably
be expected to adversely affect such Person’s business, operations, assets, properties or condition (financial or otherwise), in connection with any actual or potential violation by such Person of the provisions of HIPAA. 

Section 8.2      Representations and Warranties. To induce Agent and Lenders
to enter into this Agreement and to make credit accommodations contemplated hereby, Borrowers hereby represent and warrant as follows: 

(a)        Disclosure. All of Borrower’s Products and Regulatory Required
Permits are listed on Schedule 8.2(a) (as updated from time to time as required or permitted under this Agreement). 

(b)        Permits. Borrowers (i) have except as would not reasonably be
expected to have a Material Adverse Effect, each Permit and other rights from, and have made all declarations and filings with, all applicable Governmental Authorities, all self regulatory authorities and all courts and other tribunals necessary to
engage in the ownership, management and operation of the business or the assets of any Borrower, and (ii) except as set forth on Schedule 8.2(b) or as disclosed to the Agent and Lenders after the Closing Date pursuant to
Section 4.17, have no knowledge that any Governmental Authority is considering limiting, suspending or revoking any such Permit, which limitation, suspension or revocation could reasonably be expected to have a Material Adverse Effect.
Borrower has delivered to Agent a copy of all Permits requested by Agent as of the date hereof or to the extent requested by Agent pursuant to Section 4.17. All such Permits are valid and in full force and effect and Borrowers are in material
compliance with the terms and conditions of all such Permits, except where 

  
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failure to be in such compliance or for a Permit to be valid and in full force and effect would not have a Material Adverse Effect. 

(c)        Regulatory Required Permits. 

(1) With respect to any Product, (x) Borrower and its 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, and have provided Agent and each Lender with all notices and
other information required by Section 4.17 and (y) such Product is being tested, manufactured, marketed or sold, as the case may be, in material compliance with all applicable Laws and Regulatory Required Permits. 

(2) Except as set forth on Schedule 8.2(c) or as disclosed to the Agent and Lenders after the Closing
Date pursuant to Section 4.17 (i) Borrower has not received any notice from any applicable Governmental Authority, specifically including the FDA, that (x) such Governmental Authority is conducting an investigation or review of
(A) any such Regulatory Required Permit or approval or that any such Regulatory Required Permit has been revoked or withdrawn, nor has any such Governmental Authority issued any order or recommendation stating that such marketing or sales of
such Product cease or that such Product be withdrawn from the marketplace or (B) Borrower’s manufacturing facilities and processes for such Product which have disclosed any material deficiencies or violations of Laws (including Healthcare
Laws) and/or the Regulatory Required Permits related to the manufacture of such Product, or (C) any such Regulatory Required Permit or (y) any such Regulatory Required Permit has been revoked or withdrawn, (ii) no Governmental
Authority has issued any order or recommendation stating that the development, testing and/or manufacturing of such Product by Borrower should cease, in each case to the extent not reasonably likely to result in a Material Adverse Effect. 

(d)        Healthcare and Regulatory Events. 

(i)        None of the Borrowers are in violation of any Healthcare
Laws, except where any such violation would not have a Material Adverse Effect. 

(ii)      As of the Closing Date, there have been no Regulatory Reporting
Events. 
 (iii)      No Borrower is participating in any Third Party Payor
Program. 
 (iv)      None of the Borrower’s 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. Reg. 46191
(Sept. 10, 1991). 

  
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 (v)        Borrower has
not received any written notice that any Governmental Authority, including without limitation the FDA, the DEA, the Office of the Inspector General of HHS or the United States Department of Justice has commenced or threatened to initiate any action
against a Credit Party, any action to enjoin a Credit Party, their officers, directors, employees, shareholders or their agents and Affiliates, from conducting their businesses at any facility owned or used by them or for any material civil penalty,
injunction, seizure or criminal action. 
 (vi)      Borrower has not
received from the FDA or the DEA, a Warning Letter, Form FDA-483, “Untitled Letter,” other correspondence or notice setting forth allegedly objectionable observations or alleged violations of laws and regulations enforced by the FDA or the
DEA, or any comparable correspondence from any state or local authority responsible for regulating medical device products and establishments, or any comparable correspondence from any foreign counterpart of the FDA or DEA, or any comparable
correspondence from any foreign counterpart of any state or local authority with regard to any Product or the manufacture, processing, packing, or holding thereof, except, in each case, as would not reasonably be expected to have a Material Adverse
Effect. 
 (vii)     Borrower has not engaged in any Recalls or any permanent
withdrawals from the marketplace of any Product or Products that in the aggregate are material to the business (or any event that could reasonably be expected to result in a permanent withdrawal from the marketplace). 

(viii)   Each Product (a) is not adulterated or misbranded within the meaning of the FDCA;
(b) is not an article prohibited from introduction into interstate commerce under the provisions of Sections 404, 505 or 512 of the FDCA; (c) each Product has been and/or shall be manufactured, imported, possessed, owned, warehoused,
marketed, promoted, sold, labeled, furnished, distributed and marketed in accordance with all applicable Permits and Laws except as would not reasonably be expected to have a Material Adverse Effect; and (d) each Product has been and/or shall
be manufactured in accordance with Good Manufacturing Practices except as would not reasonably be expected to have a Material Adverse Effect. 

(e)        Proceedings. No Borrower is subject to any proceeding, suit or, to
Borrowers’ knowledge, investigation by any federal, state 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): (i) which may result in the imposition of a fine, alternative, interim or final sanction, a lower reimbursement rate for services rendered to eligible patients which has not been provided for on
their respective financial statements, or which would have a Material Adverse Effect on any Borrower; or (ii) which could result in the revocation, transfer, surrender, suspension or other impairment of the Permits of Borrower. 

(f)        Ancillary Laws. Borrowers have received no notice, and are not
aware, of any violation of applicable antitrust laws, employment or landlord-tenant laws of any federal, 

  
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state or local government or quasi-governmental body, agency, board or other authority with respect to the Borrowers. 

Section 8.3    Healthcare Operations. 

(a)        Borrower will: 

(i)        timely file or caused to be timely filed (after giving
effect to any extension duly obtained), all notifications, reports, submissions, Permit renewals and reports (other than cost reports as provided in Section 8.3(a)(ii) below) of every kind whatsoever required by Healthcare Laws (which reports
will be materially accurate and complete in all respects and not misleading in any respect and shall not remain open or unsettled); and 

(ii)        timely file or caused to be timely filed (after giving
effect to any extension duly obtained), all cost reports required by Healthcare Laws, which reports shall be materially accurate and complete in all respects and not misleading in any material respect and which shall not remain open or unsettled,
except in accordance with applicable settlement appeals procedures that are timely and diligently pursued and except for any processing delays of any Governmental Authority. 

(b)        Borrower will maintain in full force and effect, and free from
restrictions, probations, conditions or known conflicts which would materially impair the use or operation of Borrowers’ business and assets, all Permits necessary under Healthcare Laws to carry on the business of Borrowers as it is conducted
on the Closing Date. 
 (c)        Borrower will not suffer or permit to occur any
of the following: 
 (i)        any transfer of a Permit or rights
thereunder to any Person (other than Borrowers or Agent); 

(ii)        any pledge or hypothecation of any Permit as collateral
security for any indebtedness other than Debt to Agent and each Lender under this Agreement and the other Financing Documents and the Affiliated Financing Documents; 

(iii)      any rescission, withdrawal, revocation, amendment or modification of
or other alteration to the nature, tenor or scope of any Permit; 

(iv)      [reserved] 

(v)        [reserved] 

(vi)      any fact, event or circumstance for which notice to Agent is required
under Section 8.2. 
 (d)        Borrower will maintain a corporate health
care regulatory compliance program (“CCP”) which includes at least the following components and allows Agent and/or any outside consultants from time to time to review such CCP: (i) standards of conduct and


  
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procedures that describe compliance policies regarding laws with an emphasis on prevention of fraud and abuse; (ii) specific officer within high-level personnel identified as having overall
responsibility for compliance with such standards and procedures; (iii) training and education programs which effectively communicate the compliance standards and procedures to employees and agents, including, without limitation, fraud and
abuse laws and illegal billing practices; (iv) auditing and monitoring systems and reasonable steps for achieving compliance with such standards and procedures including, without limitation, publicizing a report system to allow employees and
other agents to anonymously report criminal or suspect conduct and potential compliance problems; (v) disciplinary guidelines and consistent enforcement of compliance policies including, without limitation, discipline of individuals responsible
for the failure to detect violations of the CCP; and (vi) mechanisms to immediately respond to detected violations of the CCP. 

(e)        Borrowers are and will at all times be HIPAA Compliant. 

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

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, Borrowers hereby assign and grant to Agent, for the benefit of itself and Lenders, and subject to the Intercreditor Agreement, a
continuing Lien on and security interest in, upon, and to the personal 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)        On the Closing Date, Schedule 9.2 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) owned, leased or rented by Borrower at which any of
the Collateral valued at over $100,000 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
indicates in each case which Borrower(s) have Collateral and/or books 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, processor location, etc.) and the name and address of the third party owning and/or operating such location, excluding any consignment or customer location. 

(b)        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


  
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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, in each case, other than as already been
obtained, 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 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. 
 (c)        As of
the Closing Date, 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 (for Article 9 purposes) or investment property (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 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 (for Article 9 purposes), or investment property, in an aggregate
amount for all such items in excess of $50,000. 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 (i) 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, or (ii) in respect of the Subject Collateral Accounts). 

(d)        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 twenty (20) 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 reasonably 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, or (iii) change its chief executive office, principal place of business, or the location of its books and records and/or establish any business location holding more than $250,000 in Collateral at any
location that is not then listed on the Schedules; provided, however, that (x) under no circumstances shall any change of jurisdiction or location described in the foregoing clauses (ii) and (iii) be a change to a jurisdiction or a
location outside of the United States, and (y) no Credit Party shall be or become dually incorporated or have multiple jurisdictions of incorporation or formation. 

  
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 (e)        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 Event of Default exists and in amounts which are not material with respect to the Account) 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. 

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

(i)        Borrowers shall deliver to Agent all tangible Chattel
Paper and all Instruments and documents (for Article 9 purposes), in each case in an aggregate amount greater than $50,000, 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 owned by any Borrower and constituting part of
the Collateral in an aggregate amount greater than $50,000 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. Borrowers will mark conspicuously all such Chattel Paper and all such Instruments and documents with a legend, in
form and substance satisfactory to Agent, indicating that such Chattel Paper and such instruments and documents are subject to the security interests and Liens in favor of Agent created pursuant to this Agreement and the Security Documents.
Borrowers shall comply with all the provisions of Section 5.14 with respect to the Deposit Accounts and Securities Accounts of Borrowers. 

(ii)        Borrowers shall deliver to Agent all letters of credit 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 reasonably satisfactory to Agent. Borrowers shall take any and all actions as may be necessary or desirable, or that Agent may reasonably request, from time to time, to cause Agent to obtain exclusive “control”
(as defined in Article 9 of the UCC) of any such letter of credit rights in a manner acceptable to Agent. 

(iii)        Borrowers shall promptly advise Agent upon any Borrower
becoming aware that it has any interests in any commercial tort claim that constitutes part of the Collateral in an aggregate amount greater than $50,000, which such notice shall include descriptions of the events and circumstances giving rise to
such commercial tort 

  
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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 reasonably request to perfect, preserve or protect the Liens, rights and remedies of Agent
with respect to any such commercial tort claim. 
 (iv)      Other than the
locations described on Schedule 9.2, except for (I) Inventory in transit, at consignment locations or at customer locations and (II) Accounts and Inventory in an aggregate amount of $250,000 (not including the Inventory described in
clause (I)), no Accounts or Inventory or other Collateral and no books and records and/or software and equipment of the Borrowers regarding any of the Collateral or any of the Borrower’s assets, liabilities, business operations or financial
condition shall at any time be located at any leased location or in the possession or control of any warehouse, bailee or any of Borrowers’ agents or processors, without prior written notice to Agent and the receipt by Agent, of warehouse
receipts, landlord waivers, or bailee waivers (as applicable) satisfactory to Agent prior to the commencement of such lease or of such possession or control (as applicable). Borrower has notified Agent that Collateral and books and records are
currently located at the locations set forth on Schedule 9.2. Borrowers shall, upon the request of Agent, notify any such landlord, warehouse, bailee, agent or processor of the security interests and Liens in favor of Agent created
pursuant to this Agreement and the Security Documents, instruct such Person to hold all such Collateral for Agent’s account subject to Agent’s instructions and shall obtain an acknowledgement from such Person that such Person holds the
Collateral for Agent’s benefit. 
 (v)        Borrowers shall
cause all equipment and other tangible Personal Property other than Inventory to be maintained and preserved in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause to be made
all repairs, replacements and other improvements in connection therewith that are necessary or desirable to such end. Upon request of Agent, Borrowers shall promptly deliver to Agent any and all certificates of title, applications for title or
similar evidence of ownership of all such tangible Personal Property and shall cause Agent to be named as lienholder on any such certificate of title or other evidence of ownership. Borrowers shall not permit any such tangible Personal Property to
become fixtures to real estate unless such real estate is subject to a Lien in favor of Agent. 

(vi)      Each Borrower hereby authorizes Agent to file without the signature
of such Borrower one or more UCC financing statements relating to liens on personal property relating to all or any part of the Collateral, which financing statements may list Agent as the “secured party” and such Borrower as the
“debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Financing Documents, 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 

  
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Agent to have filed in any jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. 

(vii)      As of the Closing Date, no Borrower holds, and after the Closing
Date Borrowers shall promptly notify Agent in writing upon creation or acquisition by any Borrower of, any Collateral 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. 

(viii)    Borrowers shall furnish to Agent from time to time any statements and schedules
further identifying or describing the Collateral and/or Borrower’s Intellectual Property and any other information, reports or evidence concerning the Collateral and/or Borrower’s Intellectual Property 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 Borrower 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, or (ii) there shall occur any default in the performance of or compliance with any of the following sections of this Agreement:
Section 4.1, Section 4.2(b), Section 4.4(c), Sections 4.6, 4.16, 4.17, Article 5, and Article 8; 

(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 fifteen (15) 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 Borrower or any other Credit Party of such default; 

(c)        any 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 

  
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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 $250,000 or having an aggregate principal amount in excess of $250,000 to become or be declared due prior to its stated maturity, or
(ii) the occurrence of any breach or default under any terms or provisions of any Subordinated Debt Document or under any agreement subordinating the Subordinated Debt to all or any portion of the Obligations or the occurrence of any event
requiring the prepayment of any Subordinated Debt; 
 (e)         any Credit Party
or any Subsidiary of a Borrower 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 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 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 Borrower 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 Borrower 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 $250,000,
(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 could 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 $250,000; 

(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 

  
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and as to which the relevant insurance company has acknowledged coverage) aggregating in excess of $250,000 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)         any Lien
created by any of the Security Documents shall at any time fail to constitute a valid and perfected Lien on all of the Collateral purported to be encumbered thereby, subject to no prior or equal Lien except Permitted Liens, or any Credit Party shall
so assert; 
 (j)         the institution by any Governmental Authority of criminal
proceedings against any Credit Party, which proceedings are in the reasonable estimation of Agent or Borrower likely to be material to the business of the Borrower; 

(k)         a default or event of default occurs under any Guarantee of any portion
of the Obligations; 
 (l)         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; 

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

(o)        (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, (ii) the institution of any action or proceeding by any DEA, FDA, 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, 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 result in Material Adverse Effect; 

(p)         there shall occur an Event of Default as defined under the Affiliated
Financing Documents; or 

  
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 (q)         any Credit Party defaults
under or breaches any Material Contract (after any applicable grace period contained therein), or a Material Contract shall be terminated by a third party or parties party thereto prior to the expiration thereof, or there is a loss of a material
right of a Credit Party under any Material Contract to which it is a party, in each case which could reasonably be expected to result in a Material Adverse Effect. 

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

Section 10.3     UCC Remedies. 

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

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

(ii)         the right to (by its own means or with judicial
assistance) enter any of Borrowers’ premises and take possession of the Collateral, or render it unusable, or to render it usable or saleable, or dispose of the Collateral on such premises in compliance with subsection (iii) below and
to take possession of Borrowers’ original books and records, to obtain access to Borrowers’ data processing equipment, computer hardware and software relating to the Collateral and to use all of the foregoing and the information contained
therein in any manner Agent deems appropriate, without any liability for rent, storage, utilities, or other sums, and Borrowers shall not resist or interfere with such action (if Borrowers’ books and records are prepared or maintained by an
accounting 

  
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service, contractor or other third party agent, Borrowers hereby irrevocably authorize such service, contractor or other agent, upon notice by Agent to such Person that an Event of Default has
occurred and is continuing, to deliver to Agent or its designees such books and records, and to follow Agent’s instructions with respect to further services to be rendered); 

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

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

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

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

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

(d)         Solely in connection with the exercise of rights under this
Section 10.3 or applicable Law, 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, solely for the purpose of the production of, advertising for sale, and selling any Collateral and, in connection with Agent’s exercise of its rights
under this Article, Borrowers’ rights under all licenses (whether as licensor or licensee) and all franchise agreements inure to Agent’s and each Lender’s benefit. 

Section 10.4     [Reserved]. 

Section 10.5     Default Rate of Interest. At the election of Agent or Required
Lenders, after the occurrence of an Event of Default and for so long as it continues, the Loans and other Obligations shall bear interest at rates that are four percent (4.0%) 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; 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 

  
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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 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. 

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 

  
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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. 

(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 

  
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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     Reserved. 

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. 

  
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 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. 

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;


  
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(d) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in
connection therewith; (e) the existence or non-existence of any Default or Event of Default; or (f) the financial condition of any Credit Party. Agent shall not incur any liability by acting in reliance upon any notice, consent,
certificate, statement, or other writing (which may be a bank wire, facsimile or electronic transmission or similar writing) believed by it to be genuine or to be signed by the proper party or parties. Agent shall not be liable for any apportionment
or distribution of payments made by it in good faith and if any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender to whom payment was due but not made, shall be to recover from
other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such erroneous payments received by them). 

Section 11.6   Indemnification.   Each Lender shall, in accordance with its Pro Rata
Share, indemnify Agent (to the extent not reimbursed by Borrowers) upon demand against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from Agent’s gross negligence
or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction) that Agent may suffer or incur in connection with the Financing Documents or any action taken or omitted by Agent hereunder or thereunder.
If any indemnity furnished to Agent for any purpose shall, in the opinion of Agent, be insufficient or become impaired, Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against even if so directed by
Required Lenders until such additional indemnity is furnished. 
 Section 11.7   Right to Request
and Act on Instructions.   Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Financing Documents Agent is permitted or desires to take
or to grant, and if such instructions are promptly requested, Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from any
action or withholding any approval under any of the Financing Documents until it shall have received such instructions from Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement. Without limiting the
foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Financing Documents in accordance with the instructions of Required Lenders
(or all or such other portion of the Lenders as shall be prescribed by this Agreement) and, notwithstanding the instructions of Required Lenders (or such other applicable portion of the Lenders), Agent shall have no obligation to take any action if
it believes, in good faith, that such action would violate applicable Law or exposes Agent to any liability for which it has not received satisfactory indemnification in accordance with the provisions of Section 11.6. 

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 

  
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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 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) release or 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. 

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 Lender or any Approved Fund, or (ii) any Person 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 

  
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shall give notice to the Lenders and Borrowers. 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. 
 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. 
 (c)         Return of Payments. 

(i)        If Agent pays an amount to a Lender under this Agreement
in the belief or expectation that a related payment has been or will be received by Agent from a Borrower and such related payment is not received by Agent, then Agent will be entitled to recover such amount from such Lender on demand without
setoff, counterclaim or 

  
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deduction of any kind, together with interest accruing on a daily basis at the Federal Funds Rate. 

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

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

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

Section 11.14         Right to Perform, Preserve and Protect. If
any Credit Party fails to perform any obligation hereunder or under any other Financing Document, Agent itself may, but shall not be obligated to, cause such obligation to be performed at Borrowers’ expense. Agent is further authorized by
Borrowers and the Lenders to make expenditures from time to time which Agent, in its reasonable business judgment, deems necessary or desirable to (a) preserve or 

  
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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 Reserved. 

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). 

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

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

            (ii)     
    if the rights or duties of Agent are affected thereby, by Agent; 
 provided, however, that, in each of
(i) and (ii) above, no such amendment, waiver or other modification shall, unless signed or otherwise approved in writing by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with
respect to any Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Loan; (B) postpone the date fixed for, or waive, any payment 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 

  
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Section 10.7 or amend any of the definitions Pro Rata Share, Term Loan Commitment, Term Loan 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. 

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

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

(iii)         Agent, acting solely for this purpose as an agent of
Borrower, shall maintain at the office of its servicer located in Bethesda, Maryland a copy of each 

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

(v)         Notwithstanding the foregoing provisions of this
Section 11.17(a) or any other provision of this Agreement, Agent has the right, but not the obligation, to effectuate assignments of Loan via an electronic settlement system acceptable to Agent as designated in writing from time to time to the
Lenders by Agent (the “Settlement Service”). At any time when the 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), (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, the 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) or Section 2.8(d), 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)


  
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and Section 11.17(a). Upon any such assignment and payment, such replaced Lender shall no longer constitute a “Lender” for purposes hereof, other than with respect to such
rights and obligations that survive termination as set forth in Section 12.1. 

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

Section 11.18 Reserved. 

Section 11.19 Reserved. 

Section 11.20 Definitions.   As used in this Article 11, the following terms have the
following meanings: 
 “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. 

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

“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. 

“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, (w) “Eligible Assignee” shall not include any Borrower or any of a Borrower’s
Affiliates, and (x) 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, (y) while no Event of Default has occurred and is continuing, “Eligible Assignee” shall not include any (i) operating company that is a direct competitor of Borrower or
(ii) vulture or distressed debt fund, in each case of (i) or (ii) as reasonably determined by Agent. 

“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 arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day, provided, however, 

  
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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. 

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 and the other Operative Documents. The provisions of Section 2.10 and Articles 11 and 12 shall survive the
payment of the Obligations (both with respect to any Lender and all Lenders collectively) and any termination of this Agreement and any judgment with respect to any Obligations, including any final foreclosure judgment with respect to any Security
Document, and no unpaid or unperformed, current or future, Obligations will merge into any such judgment. 

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

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

Section 12.4   Severability.   In case any provision of or obligation under this
Agreement or any other Financing Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby. 
 Section 12.5   Headings.
  Headings and captions used in the Financing Documents (including the Exhibits, Schedules and Annexes hereto and thereto) are included for convenience of reference only and shall not be given any substantive effect. 

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, the Agent or a Lender, provided, however, that any such Persons are bound by obligations of confidentiality, (iii) as required
by Law, subpoena, judicial order or similar order and in 

  
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connection with any litigation, (iv) as may be required in connection with the examination, audit or similar investigation of such Person, 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; provided, however, that any such persons are bound by obligations of confidentiality. For the purposes of this Section, “Securitization” shall mean (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. 

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 MARYLAND,
WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES. 
 (b)         EACH BORROWER HEREBY
CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF MONTGOMERY, STATE OF MARYLAND AND IRREVOCABLY AGREES THAT, SUBJECT TO AGENT’S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE OTHER FINANCING DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. EACH BORROWER EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH BORROWER HEREBY WAIVES


  
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PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH BORROWER BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH
BORROWER AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED. 

(c)         Each Borrower, Agent and each Lender agree that each Loan (including
those made on the Closing Date) shall be deemed to be made in, and the transactions contemplated hereunder and in any other Financing Document shall be deemed to have been performed in, the State of Maryland. 

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. 

Section 12.10 Publication; Advertisement. 

(a)         Publication. No party hereto 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 the other parties hereto or any of their respective Affiliates any
reference to this Agreement or the financing evidenced hereby, 

  
 87 








 
in any case except (i) as required by Law, subpoena or judicial or similar order or pursuant to SEC or other regulations, in which case the applicable party shall give the other party prior
written notice (if practical or permitted) of such publication or other disclosure, or (ii) with the other party’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; provided that MCF shall
consult with the Borrower with respect to any such 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. 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. 
 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. This Agreement is subject to the terms of the Intercreditor
Agreement. If any conflict between the terms of this Agreement and the terms of the Intercreditor Agreement, the terms of the Intercreditor Agreement shall govern. 

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)         Borrowers hereby agree to promptly pay (i) (x) all reasonable costs
and expenses of Agent (including, without limitation, the reasonable fees, costs and expenses of counsel to, and independent appraisers and consultants retained by Agent) in connection with the 

  
 88 








 
examination, review, due diligence investigation, documentation, negotiation, closing and syndication of the transactions contemplated by 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) and (y) all costs and expenses of Agent (including, without limitation, the fees, costs and expenses of counsel to, and independent appraisers and
consultants retained by Agent) in connection with the performance by Agent of its rights and remedies under the Financing Documents; (ii) without limitation of the preceding clause (i), all 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, 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 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. If Agent or any Lender uses in-house counsel for any of these purposes, Borrowers further agree that the Obligations include
reasonable charges for such work commensurate with the fees that would otherwise be charged by outside legal counsel selected by Agent or such Lender for the work performed. 

(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 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


  
 89 








 
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. 
 (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 Reserved

 Section 12.16 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 

  
 90 








 
part thereof, is rescinded, reduced, restored or returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

 Section 12.17 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 12.18 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 12.19 Cross Default and Cross Collateralization. 

(a)         Cross-Default. As stated under Section 10.1 hereof, an
Event of Default under any of the Affiliated Financing Documents shall be an Event of Default under this Agreement. In addition, a Default or Event of Default under any of the Financing Documents shall be a Default under the Affiliated Financing
Documents. 
 (b)         Cross Collateralization. Borrowers acknowledge and
agree that the Collateral securing this Loan, also secures the Affiliated Obligations subject to the terms of the Intercreditor Agreement. 

(c)         Consent. Each Borrower authorizes Agent, without giving notice to
any Borrower or obtaining the consent of any Borrower and without affecting the liability of any Borrower for the Affiliated Obligations directly incurred by the Borrowers, from time to time to, in each case subject to terms and provisions set forth
in the Affiliated Financing Documents: 
 (i)         compromise,
settle, renew, extend the time for payment, change the manner or terms of payment, discharge the performance of, decline to enforce, or release all or any of the Affiliated Obligations; grant other indulgences to any Borrowers in respect thereof; or
modify in any manner any documents relating to the Affiliated Obligations; 

(ii)         declare all Affiliated Obligations due and payable upon
the occurrence and during the continuance of an Event of Default; 

(iii)         take and hold security for the performance of the
Affiliated Obligations of any Borrowers and exchange, enforce, waive and release any such security; 

(iv)         apply and reapply such security and direct the order or
manner of sale thereof as Agent, in its sole discretion, may determine; 

(v)         release, surrender or exchange any deposits or other
property securing the Affiliated Obligations or on which Agent at any time may have a Lien; 

  
 91 








 
release, substitute or add any one or more endorsers or guarantors of the Affiliated Obligations of any Borrowers; or compromise, settle, renew, extend the time for payment, discharge the
performance of, decline to enforce, or release all or any obligations of any such endorser or guarantor or other Person who is now or may hereafter be liable on any Affiliated Obligations or release, surrender or exchange any deposits or other
property of any such Person; 
 (vi)         apply payments
received by Lender from Borrower to any Obligations or Affiliated Obligations, as permitted in accordance with the terms of this Agreement and in such order as Lender shall determine, in its sole discretion; and 

(vii)         assign the Affiliated Financing Documents in whole or
in part. 
 [SIGNATURES APPEAR ON FOLLOWING PAGE(S)] 

  
 92 








 IN WITNESS WHEREOF, intending to be legally bound, and intending that this
Agreement constitute an agreement executed under seal, each of the parties have caused this Agreement to be executed under seal the day and year first above mentioned. 
  

					
	BORROWER:	 		 	 ELLIPSE TECHNOLOGIES, INC., as Borrower and

Borrower Representative

			
		 		 	By: /s/ Todd
Koning                                    (SEAL)
		 		 	Name: Todd
Koning                                        
        
		 		 	Title: Vice President of
Finance                              
		 		 	  
 Address:

 
 Ellipse Technologies, Inc.

101 Enterprise
 Aliso Viego, CA 92656

Attn: J. Todd Koning
 Facsimile: 949-242-2880

E-Mail: tkoning@ellipse-tech.com


  
 ELLIPSE TECHNOLOGIES, INC. 

CREDIT AGREEMENT (TERM) 
 SIGNATURE PAGE









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

c/o MidCap Financial Services, LLC, as servicer
 7255 Woodmont
Avenue, Suite 200
 Bethesda, Maryland 20814
 Attn: Account
Manager for Ellipse 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 200
 Bethesda, Maryland 20814
 Attn: General
Counsel
 Facsimile: 301-941-1450
 E-mail:
legalnotices@midcapfinancial.com


 ELLIPSE TECHNOLOGIES, INC. 

CREDIT AGREEMENT (TERM) 
 SIGNATURE PAGE









							
	LENDER:	 		 	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                         (SEAL)
		 		 		 	Name: Maurice Amsellem
		 		 		 	Title: Authorized Signatory
			
		 		 	 Address:
  

c/o MidCap Financial Services, LLC, as servicer
 7255 Woodmont
Avenue, Suite 200
 Bethesda, Maryland 20814
 Attn: Account
Manager for Ellipse 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 200
 Bethesda, Maryland 20814
 Attn: General
Counsel
 Facsimile: 301-941-1450
 E-mail:
legalnotices@midcapfinancial.com


 ELLIPSE TECHNOLOGIES, INC. 

CREDIT AGREEMENT (TERM) 
 SIGNATURE PAGE









					
	LENDER:	 		 	FLEXPOINT MCLS HOLDINGS LLC
			
		 		 	        By: /s/ Daniel Edelman                        
(SEAL)
		 		 	        Name: Daniel
Edelman                                        
        
		 		 	        Title: Vice President
                                         
          
		 		 	  
 Address:

 
 Flexpoint MCLS Holdings LLC

c/o MidCap Financial Services, LLC, as servicer
 7255 Woodmont
Avenue, Suite 200
 Bethesda, Maryland 20814
 Attn: Account
Manager for Ellipse transaction
 Facsimile: 301-941-1450

E-mail: notices@midcapfinancial.com
  

with a copy to:
  

Flexpoint MCLS Holdings LLC
 c/o MidCap Financial Services, LLC,
as servicer
 7255 Woodmont Avenue, Suite 200
 Bethesda,
Maryland 20814
 Attn: General Counsel
 Facsimile:
301-941-1450
 E-mail: legalnotices@midcapfinancial.com


 ELLIPSE TECHNOLOGIES, INC. 

CREDIT AGREEMENT (TERM) 
 SIGNATURE PAGE








 ANNEXES, EXHIBITS AND SCHEDULES 

 

			
	ANNEXES	  	
		
	 Annex A
	  	Commitment Annex
		
	EXHIBITS	  	
		
	 Exhibit A
	  	[Reserved]
	 Exhibit B
	  	Form of Compliance Certificate
	 Exhibit C
	  	[Reserved]
	 Exhibit D

Exhibit E-1

Exhibit E-2

Exhibit E-3

Exhibit E-4
	  	 Form of Notice of Borrowing
 Form of U.S. Tax
Compliance Certificate
 Form of U.S. Tax Compliance Certificate

Form of U.S. Tax Compliance Certificate
 Form of U.S. Tax
Compliance Certificate

		
	SCHEDULES	  	
		
	 Schedule 2.1
	  	Scheduled Principal Payments
	 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
	  	Intangible Assets
	 Schedule 4.9
	  	Litigation, Governmental Proceedings and Other Notice Events
	 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 7.4
	  	Post-Closing Obligations
	 Schedule 8.2(a)
	  	Licensing and Products
	 Schedule 8.2(b)
	  	Permit Issues
	 Schedule 8.2(c)
	  	Exceptions to Healthcare Representations and Warranties
	 Schedule 9.1
	  	Collateral
	 Schedule 9.2
	  	Location of Collateral








 ANNEX A TO CREDIT AGREEMENT (COMMITMENT ANNEX) 

 

					
	 Lender
	  	 Term Loan Commitment
Amount
	 	 Term Loan Commitment
Percentage

	 MidCap Funding XIII

Trust
	  	 Tranche 1:

$4,000,000
  

Tranche 2:
 $8,000,000
	 	 80%
  

 
 80%

			
	 Flexpoint MCLS Holdings

LLC
	  	 Tranche 1:

$1,000,000
  

Tranche 2:
 $2,000,000
	 	 20%
  

 
 20%

			
	 TOTALS
	  	 Tranche 1:

$5,000,000
  

Tranche 2:
 $10,000,000
	 	 100%
  

 
 100%









 EXHIBIT A TO CREDIT AGREEMENT (RESERVED) 







 EXHIBIT B TO CREDIT AGREEMENT (FORM OF COMPLIANCE CERTIFICATE) 

COMPLIANCE CERTIFICATE 

This Compliance Certificate is given by
                                         
       , a Responsible Officer of
                                        
(the “Borrower Representative”), pursuant to that certain Credit and Security Agreement dated as of June 12, 2015 among the Borrower Representative,
                                        
and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”), MidCap Financial Trust, 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, in [his/her] professional capacity as an officer of Borrower, and
without personal liability, 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 as required under the Credit Agreement; 
 (b)         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 existence as of the date hereof, of any condition or event that constitutes a Default
or an 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; 
 (c)         except as noted on
Schedule 2 attached hereto, 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;
Schedule 2 specifically notes any changes in the names under which any Borrower or Guarantor conduct business; 

(d)         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 Guarantors to make required payments of withholding or other tax obligations
of any Borrower or Guarantors during the accounting period to which the attached statements pertain or any subsequent period, in each case as required under the Credit Agreement. 

  
 Exhibit B – Page 1









 (e)         Schedule 5.14 to the Credit
Agreement contains a complete and accurate statement of all deposit accounts and investment accounts maintained by Borrowers and Guarantors, other than the following:
[                    ]; 

(f)         except as noted on Schedule 4 attached hereto and Schedule 3.6
to the Credit Agreement, the undersigned has no knowledge of any current, pending or threatened: (i) litigation against any Borrower or Guarantor that could reasonably be expected to result in damages or costs to any Borrower or any of its
Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000) or more; (ii) material inquiries, investigations or proceedings concerning the business affairs, practices, licensing or reimbursement entitlements of any Borrower or Guarantor; or
(iii) any default by any Borrower or Guarantor under any Material Contract to which it is a party. 

(g)         except as noted on Schedule 5 attached hereto, no Borrower or
Guarantor has acquired, by purchase, by the approval or granting of any application for registration (whether or not such application was previously disclosed to Agent by Borrowers) or otherwise, any Intellectual Property that is registered with any
United States or foreign Governmental Authority, or has filed with any such United States or foreign Governmental Authority, any new application for the registration of any Intellectual Property, or acquired rights under a license as a licensee with
respect to any such registered Intellectual Property (or any such application for the registration of Intellectual Property) owned by another Person, that has not previously been reported to Agent on any Schedule 5 to any previous
Compliance Certificate delivered by Borrower Representative to Agent. 
 (j)        
except as noted on Schedule 6 attached hereto, no Borrower or Guarantor has acquired, by purchase or otherwise, any Chattel Paper, letter of credit rights, Instruments, documents (for purposes of Article 9) or investment property, in an
aggregate amount for all such items in excess of $50,000, that has not previously been reported to Agent on any Schedule 6 to any previous Compliance Certificate delivered by Borrower Representative to Agent. 

(k)         except as noted on Schedule 7 attached hereto, no Borrower or
Guarantor is aware of any commercial tort claim that has not previously been reported to Agent on any Schedule 7 to any previous Compliance Certificate delivered by Borrower Representative to Agent, in an aggregate amount greater than
$50,000. 
 (l)         except as noted on Schedule 8 or another schedule to
this Compliance Certificate, no additional notice or documentation is required pursuant to Sections 4.9, 4.16, and 4.17 of the Credit Agreement. 

  
 Exhibit B – Page 2









 The foregoing certifications and computations are made as of
                            , 201     (end of month) and as of
                    , 201    . 

 

			
	Sincerely,
	
	ELLIPSE TECHNOLOGIES, INC.
	
	By:                                   
                             
	Name:                                   
                        
	Title:                                   
                          



  
 Exhibit B – Page 3









 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
                             (the “Borrower Representative”), pursuant to that
certain Credit and Security Agreement dated as of June 12, 2015 among the Borrower Representative, and any additional Borrower that may hereafter be added thereto (collectively, “Borrowers”), MidCap Financial Trust, 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, in [his/her] professional capacity as an officer of Borrower, and without personal liability, hereby gives notice to Agent of Borrower Representative’s request to borrow1 $                         of Term Loans on
                    , 201    .2 

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 and 2.1 have been satisfied, (b) all of the representations and warranties contained in the Credit Agreement and the other Financing Documents are true, accurate and complete in all material
respects on and as of the date hereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided further,
that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such specific 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
                    , 201    . 

 

			
	Sincerely,
	
	ELLIPSE TECHNOLOGIES, INC.
	
	By:                                   
                             
	Name:                                   
                        
	Title:                                   
                          


  

1 Minimum of $2,500,000 (see Section 2.1(a)) 

2 To be noon two (2) Business Days prior to funding date (see Section 2.1(a))








 EXHIBIT E-1 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of June 12, 2015 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Ellipse Technologies, Inc., as Borrower and MidCap Financial Trust, as Agent for the lenders, and each lender from time to time party thereto. 

Pursuant to the provisions of Section 2.8 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 the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of
the Code. 
 The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S.
Person status on IRS Form W-8BEN-E (or W-8BEN, if applicable). 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 and the
Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative 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. 
 Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	 [NAME OF LENDER]

		
	 By:
	 	 
		 	Name:
		 	Title:

 Date:
                         , 20[    ] 







 EXHIBIT E-2 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of June 12, 2015 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Ellipse Technologies, Inc., as Borrower and MidCap Financial Trust, as Agent for the lenders, and each lender from time to time party thereto. 

Pursuant to the provisions of Section 2.8 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
the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to the 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 W-8BEN-E
(or W-8BEN, if applicable). 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. 
 Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings
given to them in the Credit Agreement. 
  
  

			
	[NAME OF PARTICIPANT]
		
	 By:
	 	 
		 	Name:
		 	Title:

 Date:                  ,
20[    ] 







 EXHIBIT E-3 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of June 12, 2015 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Ellipse Technologies, Inc., as Borrower and MidCap Financial Trust, as Agent for the lenders, and each lender from time to time party thereto. 

Pursuant to the provisions of Section 2.8 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 the 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 the 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-E (or W-8BEN, if applicable) or
(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E (or W-8BEN, if applicable) 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. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them
in the Credit Agreement. 
  
  

			
	[NAME OF PARTICIPANT]
		
	 By:
	 	 
		 	Name:
		 	Title:

 Date:                  ,
20[    ] 







 EXHIBIT E- 4 

FORM OF 
 U.S. TAX COMPLIANCE
CERTIFICATE 
 (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Credit Agreement dated as of June 12, 2015 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among Ellipse Technologies, Inc., as Borrower and MidCap Financial Trust, as Agent for the lenders, and each lender from time to time party thereto. 

Pursuant to the provisions of Section 2.8 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 Loan 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
the 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 the Borrower as described in Section 881(c)(3)(C) of the Code.

 The undersigned has furnished the Administrative Agent and the Borrower 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-E (or W-8BEN, if applicable) or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN-E (or W-8BEN, if
applicable) 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 and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative 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. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them
in the Credit Agreement. 
  
  

			
	[NAME OF LENDER]
		
	 By:
	 	 
		 	Name:
		 	Title:

 Date:                  ,
20[    ]