EX-10.8





 Exhibit 10.8 

Execution Version 
  

 
  

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (TERM LOAN) 

dated as of November 23, 2020 

by and among 
 SIGHT
SCIENCES, INC., 
 and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively as Borrowers,

 and 
 MIDCAP
FINANCIAL TRUST, 
 as Agent and as a Lender, 

and 
 THE ADDITIONAL
LENDERS 
 FROM TIME TO TIME PARTY HERETO 
  





 
  
  

 












 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
	 ARTICLE 1 - DEFINITIONS
	  	 	1	 
			
	 Section 1.1
	  	Certain Defined Terms	  	 	1	 
	 Section 1.2
	  	Accounting Terms and Determinations	  	 	29	 
	 Section 1.3
	  	Other Definitional and Interpretive Provisions	  	 	29	 
	 Section 1.4
	  	Settlement and Funding Mechanics	  	 	30	 
	 Section 1.5
	  	Time is of the Essence	  	 	30	 
	 Section 1.6
	  	Time of Day	  	 	30	 
		
	 ARTICLE 2 - LOANS
	  	 	30	 
			
	 Section 2.1
	  	Loans	  	 	30	 
	 Section 2.2
	  	Interest, Interest Calculations and Certain Fees	  	 	34	 
	 Section 2.3
	  	Notes	  	 	36	 
	 Section 2.4
	  	Reserved	  	 	36	 
	 Section 2.5
	  	Reserved	  	 	36	 
	 Section 2.6
	  	General Provisions Regarding Payment; Loan Account	  	 	36	 
	 Section 2.7
	  	Maximum Interest	  	 	36	 
	 Section 2.8
	  	Taxes; Capital Adequacy	  	 	37	 
	 Section 2.9
	  	Appointment of Borrower Representative	  	 	41	 
	 Section 2.10
	  	Joint and Several Liability; Rights of Contribution; Subordination and Subrogation	  	 	42	 
	 Section 2.11
	  	Reserved	  	 	44	 
	 Section 2.12
	  	Termination; Restriction on Termination	  	 	44	 
		
	 ARTICLE 3 - REPRESENTATIONS AND WARRANTIES
	  	 	45	 
			
	 Section 3.1
	  	Existence and Power	  	 	45	 
	 Section 3.2
	  	Organization and Governmental Authorization; No Contravention	  	 	45	 
	 Section 3.3
	  	Binding Effect	  	 	45	 
	 Section 3.4
	  	Capitalization	  	 	45	 
	 Section 3.5
	  	Financial Information	  	 	45	 
	 Section 3.6
	  	Litigation	  	 	45	 
	 Section 3.7
	  	Ownership of Property	  	 	46	 
	 Section 3.8
	  	No Default	  	 	46	 
	 Section 3.9
	  	Labor Matters	  	 	46	 
	 Section 3.10
	  	Investment Company Act	  	 	46	 
	 Section 3.11
	  	Margin Regulations	  	 	46	 
	 Section 3.12
	  	Compliance With Laws; Anti-Terrorism Laws	  	 	46	 
	 Section 3.13
	  	Taxes	  	 	47	 
	 Section 3.14
	  	Compliance with ERISA	  	 	47	 
	 Section 3.15
	  	Consummation of Operative Documents; Brokers	  	 	48	 
	 Section 3.16
	  	Reserved	  	 	48	 
	 Section 3.17
	  	Material Contracts	  	 	48	 
	 Section 3.18
	  	Compliance with Environmental Requirements; No Hazardous Materials	  	 	48	 
	 Section 3.19
	  	Intellectual Property and License Agreements	  	 	49	 
	 Section 3.20
	  	Solvency	  	 	49	 
	 Section 3.21
	  	Full Disclosure	  	 	49	 














							
	 Section 3.22
	  	Reserved	  	 	49	 
	 Section 3.23
	  	Subsidiaries	  	 	49	 
	 Section 3.24
	  	Regulatory Matters	  	 	49	 
		
	 ARTICLE 4 - AFFIRMATIVE COVENANTS
	  	 	50	 
			
	 Section 4.1
	  	Financial Statements and Other Reports	  	 	50	 
	 Section 4.2
	  	Payment and Performance of Obligations	  	 	52	 
	 Section 4.3
	  	Maintenance of Existence	  	 	53	 
	 Section 4.4
	  	Maintenance of Property; Insurance	  	 	53	 
	 Section 4.5
	  	Compliance with Laws and Material Contracts	  	 	54	 
	 Section 4.6
	  	Inspection of Property, Books and Records	  	 	54	 
	 Section 4.7
	  	Use of Proceeds	  	 	55	 
	 Section 4.8
	  	[Reserved]	  	 	55	 
	 Section 4.9
	  	Notices of Material Contracts, Litigation and Defaults	  	 	55	 
	 Section 4.10
	  	Hazardous Materials; Remediation	  	 	56	 
	 Section 4.11
	  	Further Assurances	  	 	56	 
	 Section 4.12
	  	Reserved	  	 	57	 
	 Section 4.13
	  	Power of Attorney	  	 	57	 
	 Section 4.14
	  	Reserved	  	 	58	 
	 Section 4.15
	  	Schedule Updates	  	 	58	 
	 Section 4.16
	  	Intellectual Property and Licensing	  	 	58	 
	 Section 4.17
	  	Regulatory Reporting and Covenants	  	 	59	 
	 Section 4.18
	  	Board Observation Rights	  	 	59	 
		
	 ARTICLE 5 - NEGATIVE COVENANTS
	  	 	60	 
			
	 Section 5.1
	  	Debt; Contingent Obligations	  	 	60	 
	 Section 5.2
	  	Liens	  	 	60	 
	 Section 5.3
	  	Distributions	  	 	60	 
	 Section 5.4
	  	Restrictive Agreements	  	 	60	 
	 Section 5.5
	  	Payments and Modifications of Subordinated Debt	  	 	60	 
	 Section 5.6
	  	Consolidations, Mergers and Sales of Assets	  	 	60	 
	 Section 5.7
	  	Purchase of Assets, Investments	  	 	61	 
	 Section 5.8
	  	Transactions with Affiliates	  	 	61	 
	 Section 5.9
	  	Modification of Organizational Documents	  	 	61	 
	 Section 5.10
	  	Modification of Certain Agreements	  	 	61	 
	 Section 5.11
	  	Conduct of Business	  	 	61	 
	 Section 5.12
	  	Reserved	  	 	61	 
	 Section 5.13
	  	Limitation on Sale and Leaseback Transactions	  	 	61	 
	 Section 5.14
	  	Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts	  	 	62	 
	 Section 5.15
	  	Compliance with Anti-Terrorism Laws	  	 	62	 
	 Section 5.16
	  	Change in Accounting	  	 	63	 
	 Section 5.17
	  	[Reserved]	  	 	63	 
	 Section 5.18
	  	Excluded Subsidiaries; Joint Ventures	  	 	63	 
		
	 ARTICLE 6 - FINANCIAL COVENANTS
	  	 	63	 
			
	 Section 6.1
	  	Minimum Net Revenue	  	 	63	 
	 Section 6.2
	  	Evidence of Compliance	  	 	63	 


  
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	 ARTICLE 7 - CONDITIONS
	  	 	63	 
			
	 Section 7.1
	  	Conditions to Closing	  	 	63	 
	 Section 7.2
	  	Conditions to Each Loan	  	 	64	 
	 Section 7.3
	  	Searches	  	 	64	 
	 Section 7.4
	  	Post-Closing Requirements	  	 	65	 
		
	 ARTICLE 8 - RESERVED
	  	 	65	 
		
	 ARTICLE 9 - SECURITY AGREEMENT
	  	 	65	 
			
	 Section 9.1
	  	Generally	  	 	65	 
	 Section 9.2
	  	Representations and Warranties and Covenants Relating to Collateral	  	 	65	 
		
	 ARTICLE 10 - EVENTS OF DEFAULT
	  	 	69	 
			
	 Section 10.1
	  	Events of Default	  	 	69	 
	 Section 10.2
	  	Acceleration and Suspension or Termination of Term Loan Commitment	  	 	71	 
	 Section 10.3
	  	UCC Remedies	  	 	72	 
	 Section 10.4
	  	Reserved	  	 	73	 
	 Section 10.5
	  	Default Rate of Interest	  	 	73	 
	 Section 10.6
	  	Setoff Rights	  	 	74	 
	 Section 10.7
	  	Application of Proceeds	  	 	74	 
	 Section 10.8
	  	Waivers	  	 	75	 
	 Section 10.9
	  	Injunctive Relief	  	 	76	 
	 Section 10.10
	  	Marshalling; Payments Set Aside	  	 	76	 
		
	 ARTICLE 11 - AGENT
	  	 	77	 
			
	 Section 11.1
	  	Appointment and Authorization	  	 	77	 
	 Section 11.2
	  	Agent and Affiliates	  	 	77	 
	 Section 11.3
	  	Action by Agent	  	 	77	 
	 Section 11.4
	  	Consultation with Experts	  	 	77	 
	 Section 11.5
	  	Liability of Agent	  	 	77	 
	 Section 11.6
	  	Indemnification	  	 	78	 
	 Section 11.7
	  	Right to Request and Act on Instructions	  	 	78	 
	 Section 11.8
	  	Credit Decision	  	 	78	 
	 Section 11.9
	  	Collateral Matters	  	 	78	 
	 Section 11.10
	  	Agency for Perfection	  	 	78	 
	 Section 11.11
	  	Notice of Default	  	 	79	 
	 Section 11.12
	  	Assignment by Agent; Resignation of Agent; Successor Agent	  	 	79	 
	 Section 11.13
	  	Payment and Sharing of Payment	  	 	80	 
	 Section 11.14
	  	Right to Perform, Preserve and Protect	  	 	81	 
	 Section 11.15
	  	Additional Titled Agents	  	 	81	 
	 Section 11.16
	  	Amendments and Waivers	  	 	81	 
	 Section 11.17
	  	Assignments and Participations	  	 	82	 
	 Section 11.18
	  	Funding and Settlement Provisions Applicable When Non-Funding Lenders Exist	  	 	85	 
		
	 ARTICLE 12 - MISCELLANEOUS
	  	 	85	 
			
	 Section 12.1
	  	Survival	  	 	85	 
	 Section 12.2
	  	No Waivers	  	 	86	 
	 Section 12.3
	  	Notices	  	 	86	 
	 Section 12.4
	  	Severability	  	 	86	 
	 Section 12.5
	  	Headings	  	 	87	 


  
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	 Section 12.6
	  	Confidentiality	  	 	87	 
	 Section 12.7
	  	Waiver of Consequential and Other Damages	  	 	87	 
	 Section 12.8
	  	GOVERNING LAW; SUBMISSION TO JURISDICTION	  	 	88	 
	 Section 12.9
	  	WAIVER OF JURY TRIAL	  	 	88	 
	 Section 12.10
	  	Publication; Advertisement	  	 	89	 
	 Section 12.11
	  	Counterparts; Integration	  	 	89	 
	 Section 12.12
	  	No Strict Construction	  	 	89	 
	 Section 12.13
	  	Lender Approvals	  	 	89	 
	 Section 12.14
	  	Expenses; Indemnity	  	 	89	 
	 Section 12.15
	  	Reserved	  	 	91	 
	 Section 12.16
	  	Reinstatement	  	 	91	 
	 Section 12.17
	  	Successors and Assigns	  	 	91	 
	 Section 12.18
	  	USA PATRIOT Act Notification	  	 	92	 
	 Section 12.19
	  	Warrants	  	 	92	 
	 Section 12.20
	  	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	92	 
	 Section 12.21
	  	Cross Default and Cross Collateralization	  	 	92	 
	 Section 12.22
	  	Existing Agreements Superseded; Exhibits and Schedules	  	 	93	 


  
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 AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (TERM LOAN) 

This AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (TERM LOAN) (as the same may be amended, supplemented, restated or otherwise
modified from time to time, the “Agreement”) is dated as of November 23, 2020 by and among SIGHT SCIENCES, INC., a Delaware corporation (“Sight Sciences”), 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, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender. 

RECITALS 
 WHEREAS,
Agent, Lenders and Borrowers have entered into that certain Credit and Security Agreement (Term Loan), dated as of January 25, 2019 (as amended, modified, supplemented and restated prior to the date hereof, the “Original Credit
Agreement”), pursuant to which the Lenders have agreed to make certain advances of money and to extend certain financial accommodations to Borrowers in the amounts and manner set forth in the Original Credit Agreement; 

WHEREAS, in connection with the continued working capital and other needs of the Borrowers, Borrowers have requested, among other
things, that Agent and Lenders (a) make certain additional term loan facilities available to Borrowers and (b) amend certain other economic terms, covenants and other provisions of the Original Credit Agreement; and 

WHEREAS, Agent and Lenders have agreed to the requests of Borrowers on the terms and conditions set forth herein and in the other
Financing Documents. 
 AGREEMENT 

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the receipt and
sufficiency of which are hereby acknowledged, Borrowers, Lenders and Agent agree to amend and restate the Original Credit Agreement as follows: 

ARTICLE 1 - DEFINITIONS 

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

“Acceleration Event” means the occurrence of an Event of Default (a) in respect of which Agent has declared all or any
portion of the Obligations to be immediately due and payable pursuant to Section 10.2, (b) pursuant to Section 10.1(a), and in respect of which Agent has suspended or terminated the Term Loan Commitment pursuant to Section 10.2,
and/or (c) pursuant to either Section 10.1(e) and/or Section 10.1(f). 
 “Account Debtor” means
“account debtor”, as defined in Article 9 of the UCC, and any other obligor in respect of an Account. 

“Accounts” means, collectively, (a) any right to payment of a monetary obligation, whether or not earned by performance,
(b) without duplication, any “account” (as defined in the UCC), any accounts receivable (whether in the form of payments for services rendered or goods sold, rents, license fees or otherwise), any “health-care-insurance
receivables” (as defined in the UCC), any “payment intangibles” (as defined in the UCC) and all other rights to payment and/or reimbursement of every kind and 












 
description, whether or not earned by performance, (c) all accounts, “general intangibles” (as defined in the UCC), Intellectual Property, rights, remedies, Guarantees,
“supporting obligations” (as defined in the UCC), “letter-of-credit rights” (as defined in the UCC) and security interests in respect of the
foregoing, all rights of enforcement and collection, all books and records evidencing or related to the foregoing, and all rights under the Financing Documents in respect of the foregoing, (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. 

“Acquisition” means any transaction or series of related transactions, including through licensing, for the purpose of or
resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business, line of business or division or other unit of operation of a Person, (b) the acquisition of fifty percent
(50%) or more of the equity interests of any Person, whether or not involving a merger or consolidation with such other Person, or otherwise causing any Person to become a Subsidiary of a Credit Party, (c) any merger or consolidation or any
other combination with another Person or (d) the acquisition (including through licensing) of any business, product, Intellectual Property, business line or product line, division or other unit operation of or from any Person. 

“Acquisition Monthly Cash Burn Amount” means, with respect to Credit Parties, an amount equal to Credit Parties’
change in cash and cash equivalents attributable to operating activities, capital expenditures and/or other recurring expenditures, in each case, as determined in accordance with GAAP and without giving effect to any increase in cash and cash
equivalents resulting from equity contributions or the proceeds of Debt licensing or asset sales permitted under this Agreement, for either (a) the immediately preceding six (6) month period as determined as of the last day of the month
immediately preceding the proposed consummation of any applicable Acquisition for which financial statements were delivered (or required to be delivered under this Agreement) and based upon the financial statements delivered to Agent in accordance
with this Agreement for such period, or (b) the immediately succeeding six (6) month period based upon the Transaction Projections, using whichever calculation as between clause (a) and clause (b) demonstrates a higher
burn rate (or, in other words, more cash used), in either case, divided by six (6). 
 “Additional Titled Agents”
has the meaning set forth in Section 11.15. 
 “Affiliate” means, with respect to any Person, (a) any Person that
directly or indirectly controls such Person, (b) any Person which is controlled by or is under common control with such controlling Person, and (c) each of such Person’s (other than, with respect to any Lender, any Lender’s)
officers or directors (or Persons functioning in substantially similar roles). As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote 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 Credit Agreement” that certain Amended and Restated Credit and Security Agreement (Revolving Loan) (as the same
may be amended, restated, supplemented or otherwise modified from time to time), among MidCap Funding IV Trust, as Agent and a lender, the other lenders party thereto and Borrowers pursuant to which such Agent and lenders have extended a revolving
credit facility to Borrowers. 
 “Affiliated Financing Agent” means the “Agent” under and as defined in the
Affiliated Credit Agreement. 

  
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 “Affiliated Financing Documents” means the “Financing
Documents” as defined in the Affiliated Credit Agreement. 
 “Affiliated Intercreditor Agreement” means that
certain Intercreditor Agreement dated as of the Original Closing Date between Agent and the Affiliated Financing Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time. 

“Affiliated Obligations” means all “Obligations”, as such term is defined in the Affiliated Financing Documents.

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

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

“Applicable Margin” means seven percent (7.00%). 

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

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

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

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

“Bail-In Legislation” means, with respect to any EEA Member Country implementing
Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In
Legislation Schedule. 
 “Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”,
as the same may be amended, modified or supplemented from time to time, and any successor statute thereto. 
 “Base 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) in the amount of $1,000,000 are offered to 

  
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major banks in the London interbank market on or about 11:00 a.m. (London 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; provided, however, that if (a) the administrator responsible for determining and publishing such rate per annum, determined by Agent in
accordance with its customary procedures, has made a public announcement identifying a date certain on or after which such rate shall no longer be provided or published, as the case may be; or (b) timely, adequate and reasonable means do not
exist for ascertaining such rate and the circumstances giving rise to the Agent’s inability to ascertain LIBOR are unlikely to be temporary as determined in Agent’s reasonable discretion, then Agent may, upon prior written notice to
Borrower Representative, choose, in consultation with Borrower, a reasonably comparable index or source together with corresponding adjustments to “Applicable Margin” or scale factor or floor to such index that Agent, in its reasonable
discretion, has determined is necessary to preserve the current all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees, but without regard to future
fluctuations of such alternative index, it being acknowledged and agreed that neither Agent nor any Lender shall have any liability whatsoever from such future fluctuations) to use as the basis for Base LIBOR Rate. 

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

“Blocked Person” means any Person: (a) listed in the annex to, or is otherwise subject to the provisions of, Executive
Order No. 13224, (b) owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (c) with which any Lender is
prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law, (d) that commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, or (e) that is
named a “specially designated national” or “blocked person” on the most current list published by OFAC or other similar list or is named as a “listed person” or “listed entity” on other lists made under any
Anti-Terrorism Law. 
 “Borrower” and “Borrowers” has the meaning set forth in the introductory paragraph
hereto. 
 “Borrower Representative” means Sight Sciences, in its capacity as Borrower Representative pursuant to the
provisions of Section 2.9, or any successor Borrower Representative selected by Borrowers and approved by Agent. 
 “Borrower
Consolidated Unrestricted Cash” means as of any date of determination, unrestricted cash and cash equivalents of the Borrowers and their Consolidated Subsidiaries (taken as a whole) that (a) are not subject to any Lien (other than
Permitted Liens), and (b) are not funds for the payment of a drawn or committed but unpaid draft, ACH or EFT transaction as of the applicable date of determination. 

“Borrower Unrestricted Cash” means, as of any date of determination, unrestricted cash and cash equivalents of the Borrowers
that (a) are held in the name of a Borrower in a Deposit Account or Securities Account located in the United States that is subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, in favor of
Agent, (b) are not subject to any Lien (other than Permitted Liens), and (c) are not funds for the payment of a drawn or committed but unpaid draft, ACH or EFT transaction as of the applicable date of determination. 

  
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 “Borrowing Base” has the meaning set forth 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 California, Washington, DC or New York City are authorized by law to close, and, in the case of a Business Day which relates to a determination of the LIBOR Rate, a day on which dealings are
carried on in the London interbank eurodollar market. 
 “Capital Lease” of any Person means any lease of any
property by such Person as lessee which would, in accordance with GAAP, be required to be accounted for as a capital lease on the balance sheet of such Person. 

“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. 
 “CFC” means a controlled foreign corporation within the
meaning of Section 957 of the Internal Revenue Code. 
 “CFC Holdco” means any Subsidiary substantially all the assets
of which consist of equity interests (or equity and debt interests) of one or more CFCs and/or of one or more other CFC Holdcos and that does not engage in any business, operations or activity other than that of a holding company. For the avoidance
of doubt, it is understood and agreed that no CFC Holdcos exist as of the Closing Date. 
 “Change in Control” means any
event, transaction, or occurrence as a result of which: (a) any Person or two or more Persons acting in concert shall have acquired beneficial ownership, directly or indirectly, of, or shall 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) either (i) representing fifty
percent (50%) or more of the combined voting power of all voting stock of any Borrower or (ii) representing a sufficient number of shares of voting stock of any Borrower (or other securities convertible into such voting stock) empowering such
Person or Persons (other than any Person who is an owner of Borrower’s equity interest on the Closing Date) to elect a majority of the board of directors of any Borrower; (b) except for a change in the members of the board of directors or
other equivalent body of Borrower resulting from the sale of Borrower’s equity securities in a Qualified IPO, occupation of a majority of the seats (other than vacant seats) on the board of directors of Borrower by persons who were neither
(i) nominated by the board of directors of the Borrower nor (ii) appointed by the directors so nominated; (c) except to the extent expressly permitted pursuant to Section 5.6 and as Agent may otherwise consent (in its reasonable
discretion), any Credit Party ceases to own and control, directly or indirectly, all of the economic and voting rights associated with the outstanding securities of each of its Subsidiaries; or (d) the occurrence of any “Change of
Control”, “Change in Control”, or terms of similar import under any Credit Party’s Organizational Documents. As used herein, “beneficial ownership” shall have the meaning provided in Rule
13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934. 

Notwithstanding the foregoing, a Qualified IPO shall not constitute a “Change in Control”. 

“Closing Date” means the date of this Agreement. 

  
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 “Code” means the Internal Revenue Code of 1986, as amended from time to
time. 
 “Collateral” means all property (other than Excluded Property), now existing or hereafter acquired, mortgaged or
pledged to, or purported to be subjected to a Lien in favor of, Agent, for the benefit of Agent and Lenders, pursuant to this Agreement and the Security Documents, including, without limitation, all of the property described in
Schedule 9.1 hereto. 
 “Commitment Annex” means Annex A to this
Agreement. 
 “Competitor” means, at any time of determination, any Person engaged in the same or substantially the same
line of business as the Borrower and the other Credit Parties and such business accounts for all or substantially all the revenue or net income of such Person at the time of such determination. 

“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 the
“parent” Borrower (or any other Person, as the context may require hereunder) in its consolidated financial statements if such statements were prepared as of such date. 

“Contingent Obligation” means, with respect to any Person, any direct or indirect liability of such Person: (a) with
respect to any Debt of another Person (a “Third Party Obligation”) if the purpose or intent of such Person incurring such liability, or the effect thereof, is to provide assurance to the obligee of such Third Party Obligation that
such Third Party Obligation will be paid or discharged, or that any agreement relating thereto will be complied with, or that any holder of such Third Party Obligation will be protected, in whole or in part, against loss with respect thereto;
(b) with respect to any undrawn portion of any letter of credit issued for the account of such Person or as to which such Person is otherwise liable for the reimbursement of any drawing; (c) under any Swap Contract, to the extent not yet
due and payable; (d) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (e) for
any obligations of another Person pursuant to any Guarantee or pursuant to any agreement to purchase, repurchase or otherwise acquire any obligation or any property constituting security therefor, to provide funds for the payment or discharge of
such obligation or to preserve the solvency, financial condition or level of income of another Person. The amount of any Contingent Obligation shall be equal to the amount of the obligation so Guaranteed or otherwise supported or, if not a fixed and
determinable amount, the maximum amount reasonably estimated by such Person in good faith. 
 “Controlled Group” means all
members of a group of corporations and all members of a group of trades or businesses (whether or not incorporated) under common control which, together with the Credit Parties, are treated as a single employer under Section 414(b), (c), (m) or
(o) of the Code or Section 4001(b) of ERISA and, solely for purposes of Section 412 and 436 of the Code, Section 414(m) or (o) of the Code. 

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

  
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 “Credit Exposure” means, at any time, any portion of the Term Loan
Commitments and/or 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. 

“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, (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 obligations or continuing
obligations of any nature of such Person arising out of purchase and sale contracts; provided that “earnouts” and other similar payment obligations shall only constitute Debt to the extent the condition to the payment of such obligations
has been met and the payment thereof is required pursuant to the terms of such contracts, (i) all Debt of others Guaranteed by such Person, (j) off-balance sheet liabilities of such Person,
(k) obligations in respect of litigation settlement agreements or similar arrangements, to the extent the condition to the payment of such agreements or arrangements has been met and the payment thereof is required pursuant to the terms of such
agreements or arrangements, 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. 
 “Defaulted Lender”
means, so long as such failure shall remain in existence and uncured, any Lender which shall have failed to make any Loan or other credit accommodation, disbursement, settlement or reimbursement required pursuant to the terms of any Financing
Document. 
 “Defined Period” means for any given calendar month or date of determination, the immediately preceding twelve
(12) month period ending on the last day of such calendar month. 
 “Deposit Account” means a “deposit
account” (as defined in Article 9 of the UCC), an investment account, or other account in which funds are held or invested for credit to or for the benefit of any Borrower. 

“Deposit Account Control Agreement” means an agreement, in form and substance reasonably satisfactory to Agent, among Agent,
any Borrower and each financial institution in which such Borrower maintains a Deposit Account, which agreement contains such terms and conditions as Agent may reasonably require. 

  
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 “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 or similar fees 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. 

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

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

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

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any
other Person (other than a natural person) approved by Agent, and if no Event of Default has occurred and is continuing, Borrower Representative (such approval not to be unreasonably withheld, conditioned or delayed and which approval shall be
deemed granted in the event Borrower does not respond within five (5) Business Days of notice of a proposed assignment); provided, however, that notwithstanding the foregoing, (x) so long as no Event of Default has occurred and is
continuing, “Eligible Assignee” shall not include any Borrower or any Subsidiary thereof, and (y) no proposed assignee intending to assume any unfunded portion of the Term Loan Commitment shall be an Eligible Assignee unless
such proposed assignee either already holds a portion of such Term Loan Commitment, or has been approved as an Eligible Assignee by Agent. Notwithstanding anything contained herein to the contrary, no consent of Borrower Representative shall be
required for an assignment by a Lender in connection with any merger, consolidation, sale, transfer, or other disposition of all or a substantial portion of the business or the venture loan portfolio of such Lender (provided that, if no Event
of Default has occurred and is continuing, no Lender shall make an assignment to (i) any hedge fund or private equity fund (other than any Affiliate of a Lender or an Approved Fund) that is primarily engaged in the business of purchasing
distressed debt, or (ii) any Competitor in connection with any such sale, transfer or other disposition without Borrower Representative’s approval (such approval not to be unreasonably withheld, conditioned or delayed and which approval
shall be deemed granted in the event Borrower does not respond within five (5) Business Days of notice of a proposed assignment)). 

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

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

“ERISA Plan” means any “employee benefit plan”, as such term is defined in Section 3(3) of ERISA (other than a
Multiemployer Plan), which any Credit Party or any Subsidiary maintains, sponsors or contributes to, or, in the case of an employee benefit plan which is subject to Section 412 of the Code or Title IV of ERISA, to which any Credit Party or
any Subsidiary has any liability, including on account of any member of the Controlled Group, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA 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. 
 “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to
time. 
 “Event of Default” has the meaning set forth in Section 10.1. 

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

“Excluded Property” means (a) any lease, instrument, license, contract, chattel paper or agreement as to which, if and
to the extent that, and only for so long as the grant of a security interest therein shall (i) constitute or result in a breach, termination or default under any such lease, license, contract, or agreement or render it unenforceable,
(ii) be prohibited by any applicable law or (iii) require the consent of any third party that cannot be obtained after the use of commercially reasonable efforts to obtain such consent (in each case of clauses (i), (ii) and (iii), other
than to the extent that any such breach, termination, default, prohibition or requirement for consent would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable Law); provided that such security interest shall attach immediately to each portion of
such lease, license, contract, or agreement that does not result in any of the consequences specified above, (b) any intent-to-use trademark application prior to
the first use thereof, whether by the actual use thereof in commerce, the recording of a statement of use with the United States Patent and Trademark Office or otherwise, (c) any asset that is subject to a purchase money security interest or
lease permitted pursuant to the terms of this Agreement and which derives from an agreement which prohibits any junior security interest, other than 

  
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to the extent that any such prohibition would be terminated or rendered unenforceable or otherwise deemed ineffective by the UCC or any other Law, (d) any governmental licenses or state or
local franchises, charters or authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby, after giving effect to the applicable anti-assignment provisions of the UCC
of any applicable jurisdiction or any other applicable Law notwithstanding such prohibition or restriction, (e) any leasehold interests in real estate, (f) the voting capital stock (or other voting equity interests) of any Excluded
Subsidiary in excess of 65% of the issued and outstanding voting capital stock (or other voting equity interests) of such Excluded Subsidiary to the extent that Borrower has provided Agent reasonably satisfactory evidence that the grant of a
security interest in excess of such percentage to secure the Obligations could reasonably be expected cause material adverse tax consequences for any Credit Party, and (g) Excluded Accounts; provided, that “Excluded
Property” shall not include any proceeds, products, substitutions, receivables or replacements of Excluded Property (unless such proceeds, products, substitutions, receivables or replacements would otherwise constitute Excluded Property).

 “Excluded Subsidiary” means any Foreign Subsidiary and any CFC Holdco. 

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

“Exit Fee” has the meaning set forth in Section 2.2(h). 

“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), any current or future U.S. Treasury regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and
any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code. 

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

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

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

“Fee Letter” means each agreement, if any, between Agent and Borrower relating to fees payable to Agent in connection with
this Agreement. 
 “Financing Documents” means this Agreement, any Notes, the Security Documents, each Fee Letter, the
Affiliated Intercreditor Agreement, each subordination or intercreditor agreement pursuant to which any Debt and/or any Liens securing such Debt is subordinated to all or any portion of the Obligations and all other documents, instruments and
agreements related to the Obligations and heretofore executed, including concurrently with the Original Credit Agreement, 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. 
 “Foreign Lender” has the meaning set forth in
Section 2.8(c)(i). 
 “Foreign Subsidiary” means, with respect to any Person, any Subsidiary of that Person that is
organized under the laws of a jurisdiction other than the United States of America, any state thereof, or the District of Columbia. 

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

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

  
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 “Guarantor” means any Credit Party that has executed or delivered, or shall
in the future execute or deliver, any Guarantee of any portion of the Obligations. Notwithstanding any other provision of this Agreement or any Financing Document, Excluded Subsidiaries shall not be, or be required to become, Guarantors. 

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

“Healthcare Laws” means all applicable Laws relating to the procurement, development, provision, clinical and non-clinical evaluation or investigation, product approval or clearance, manufacture, production, analysis, distribution, dispensing, importation, exportation, use, handling, quality, reimbursement, sale, labeling,
advertising, promotion, or postmarket requirements of any medical device, including the Federal Food, Drug and Cosmetic Act (21 U.S.C. § 301 et seq.), the Anti-Kickback Statute (42 U.S.C.
Section 1320a-7b(b)), the Civil Monetary Penalties Law (42 U.S.C. § 1320a-7a), the Physician Payment Sunshine Act (42 U.S.C. § 1320a-7h), the Civil False Claims Act (31 U.S.C. Section 3729 et seq.), the criminal False Claims Law (42 U.S.C. § 1320a-7b(a)), the Health Insurance Portability and
Accountability Act of 1996 (42 U.S.C. § 1320d et seq.) as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. § 17921 et seq.), the exclusion laws (42 U.S.C. §
1320a-7), Medicare, Medicaid, and any and all other comparable state, local, federal or foreign health care laws, each as amended from time to time, and the regulations promulgated pursuant to such laws. 

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

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

  
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 “Intellectual Property” means, with respect to any Person, (a) all
copyright rights, copyright applications, copyright registrations in each work of authorship, whether published or unpublished, (b) any patents and patent applications, including divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, as applicable, (c) trademarks, trade names, and service marks, whether registered or not, (d) domain names, (e) know-how, trade secret rights, including clinical and non-clinical data that is protectable as a trade secret under applicable laws, rights to unpatented inventions,
and (f) any claims for damage by way of any past, present, or future infringement of any of the foregoing. 
 “Interest
Period” means any period commencing on the first day of a calendar month and ending on the last day of such calendar month. 

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

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

“IRS” means the United States Internal Revenue Service. 

“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. 
 “Lender”
means each of (a) MCF, in its capacity as a lender hereunder, (b) each other Person party hereto in its capacity as a lender hereunder, (c) each other Person that becomes a party hereto as Lender pursuant to Section 11.17, and
(d) the respective successors of all of the foregoing, and “Lenders” means all of the foregoing. 
 “LIBOR
Rate” means, for each Loan, a per annum rate of interest equal to the greater of (a) one and three quarters percent (1.75%) 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). 

“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). 

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

“Margin Stock” means “margin stock” as such term is defined in Regulation T, U, or X of the Board of Governors of
the Federal Reserve System. 
 “Market Withdrawal” means a Person’s Removal or Correction of a distributed product
which involves a minor violation that would not be subject to legal action by the FDA or which involves no violation, e.g., normal stock rotation practices, routine equipment adjustments and repairs, etc. 

“Material Adverse Effect” means with respect to any event, act, or condition or occurrence of whatever nature (including any
adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not
related, a material adverse change in, or a material adverse effect upon, any of (a) the financial condition, operations, business, or properties of any of the Credit Parties (taken as a whole), (b) the rights and remedies of Agent or
Lenders under any Financing Documents, or the ability of the Credit Parties, taken as a whole, to perform any of their payment obligations under any Financing Document to which they are a party or (c) the legality, validity or enforceability of
any Financing Document, or the existence, perfection or priority of any security interest granted in any Financing Document (other than to the extent as a result of the action or inaction of Agent, the Lenders, the other secured parties under the
Financing Documents or their Affiliates, officers, employees, agents, attorneys or representatives that is not the result of any action or inaction by a Credit Party or its Subsidiaries), or (d) the value of any material Collateral. 

“Material Contracts” means 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 (a) Borrower’s Intellectual Property and (b) license or sublicense agreements or other agreements with respect to rights in Intellectual Property to which a Borrower is a party, in each case that are material to the
financial condition, business or operations of the Credit Parties (taken as a whole). 
 “Maturity Date” means
November 1, 2025. 
 “Maximum Lawful Rate” has the meaning set forth in Section 2.7. 

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

“Medicaid” means, collectively, the healthcare assistance program established by Title XIX of the Social Security Act (42
U.S.C. §§ 1396 et seq.) and any statutes succeeding thereto, all state statutes and plans for medical assistance enacted in connection with such program, and all laws, rules, regulations, orders, or legal requirements
pertaining to such program, in each case as the same may be amended, supplemented or otherwise modified from time to time. 

“Medicare” means, collectively, the health insurance program for the aged and disabled established by Title XVIII of the
Social Security Act (42 U.S.C. §§ 1395 et seq.) and any statutes succeeding thereto, and all laws, rules, regulations, orders or legal requirements pertaining to such program, in each case as the same may be amended,
supplemented or otherwise modified from time to time. 

  
 14 













 “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 is making or accruing an obligation to make contributions or has within the preceding five plan years (as determined on the applicable date of
determination) made contributions. 
 “Net Revenue” means, for any period, the revenue of Borrowers, as determined in
accordance with GAAP, generated from Product sales by Borrowers or royalty payments in respect of Products made to Borrowers; provided that in no event shall Net Revenue include (a) any upfront payments or milestone payments or similar non-recurring payments received by such Borrower in connection with any out-license agreement, asset purchase agreement or similar commercial contract or (b) revenue from
any Products that Borrowers or their Subsidiaries acquire by way of an Acquisition following the Closing Date. 
 “Non-Core Intellectual Property” means any non-revenue generating Intellectual Property of the Borrowers. For the avoidance of doubt,
Non-Core Intellectual Property shall not include any Intellectual Property arising from or relating to TearCare System or the OMNI system or any Products that Borrowers or their Subsidiaries acquire by way of
an Acquisition following the Closing Date. 
 “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. “Obligations” does not include obligations under any warrants issued to Agent or a Lender.
Notwithstanding the foregoing, “Obligations” shall not include any warrants or any other equity instruments. 

“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 and the Subordinated Debt Documents (if any). 

“Ordinary Course of Business” means, in respect of any transaction involving any Credit Party, the ordinary course of
business of such Credit Party and undertaken in good faith and in consideration of strategic growth and development of such Credit Party and not for the purpose of evading any term, provision or restriction of this Agreement or the other Financing
Documents. 

  
 15 













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

“Original Closing Date” means January 25, 2019. 

“Original Credit Agreement” has the meaning set forth in the recitals hereto. 

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

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

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

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

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

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

“Perfection Certificate” means the Perfection Certificate delivered to Agent as of the Closing Date. 

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

  
 16 













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

	 	(a)	 the Borrower Representative shall have delivered to Agent at least ten (10) Business Days (or such shorter
period as may be agreed by Agent) prior to the closing of the proposed Acquisition: (i) a description of the proposed Acquisition; and (ii) copies of the respective agreements, documents or instruments pursuant to which such Acquisition is
to be consummated (or substantially final drafts thereof), any schedules to such agreements, documents or instruments and all other material ancillary agreements, instruments and documents to be executed or delivered in connection therewith;



  

	 	(b)	 the Credit Parties (including any new Subsidiary to the extent required by Section 4.11) shall execute and
deliver the agreements, instruments and other documents to the extent required by the terms of this Agreement, including, without limitation, Section 4.11 hereof, including such agreements, instruments and other documents necessary to ensure
that Agent receives a first priority perfected Lien (subject to the Intercreditor Agreement and Permitted Liens) in all entities and assets acquired in connection with the proposed Acquisition except for Excluded Property; 



 

	 	(c)	 (i) if the Acquisition is an equity purchase, the target and its Subsidiaries must have as its jurisdiction of
formation a state within the United States, (ii) if the Acquisition is an asset purchase or a merger, not less than 85% of the fair market value of all of the assets so acquired shall be located within the United States (or, in the case of any
Intellectual Property so acquired, registered or otherwise located in the United States), and (iii) if the Acquisition consists of an in-license by the Credit Parties of Intellectual Property or Products,
such in-license agreements shall be governed by the laws of United States, any state thereof or the District of Columbia; 



 

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


  

	 	(e)	 all transactions in connection with such Acquisition shall be consummated in accordance with applicable Law;



  

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


  

	 	(g)	 such Acquisition does not result in a Change in Control and each Borrower remains a surviving legal entity
after such Acquisition; 


  

	 	(h)	 such Acquisition shall not be hostile and shall have been approved by the board of directors (or other similar
body) and/or the stockholders or other equityholders of the Person being acquired, in each case as required by such Person’s organizational documents; 


  

	 	(i)	 the target so acquired or the assets of the target so acquired, as the case may be, shall be in or reasonably
related or ancillary to the business of Credit Parties; 


  

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



  
 17 














	 	(k)	 the sum of all cash and cash equivalents paid or payable as consideration in connection with all Permitted
Acquisitions (including all Indebtedness, liabilities and Contingent Obligations (in each case to the extent otherwise permitted hereunder) incurred or assumed and the maximum amount of any deferred consideration,
earn-out, milestone or comparable payment obligation in connection therewith, regardless of whether or not reflected on a consolidated balance sheet of Borrower and regardless of when such consideration is
payable (all such consideration “Acquisition Consideration”) shall not exceed $5,000,000 in the aggregate in any twelve (12) month period; provided that such Acquisition Consideration cap shall not apply to any
Acquisition (or series of related Acquisitions) to the extent that, prior to the consummation of each such Acquisition, Borrower has provided evidence reasonably satisfactory to Agent demonstrating that following the consummation of such Acquisition
or Acquisitions and after giving pro forma effect to the payment of all Acquisition Consideration (including all deferred Acquisition Consideration regardless of whether such Acquisition Consideration is paid upon or consummation or payable
thereafter) in connection therewith, Borrowers will have Borrower Unrestricted Cash in an amount equal to the greater of (i) $25,000,000 or (ii) the sum of the positive value of the product of (x) twelve (12) multiplied by (y) the
Acquisition Monthly Cash Burn Amount, as determined as of the last day of the month immediately preceding such Acquisition. 



“Permitted Asset Dispositions” means the following Asset Dispositions, provided, however, that at the time of such
Asset Disposition, no 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 consisting of, or entry into, Permitted Licenses and Permitted Liens to the extent they may
constitute an Asset Disposition; 


  

	 	(d)	 the abandonment or dispositions to third parties on an arms’ length basis, in each case in the Ordinary
Course of Business, of Intellectual Property (other than Material Intangible Assets) that is no longer used or useful to Borrowers or their Subsidiaries and that is not necessary or required for the commercialization of any commercial Product;



  

	 	(e)	 dispositions of Accounts to a third party in connection with the compromise, settlement or collection thereof
in the Ordinary Course of Business exclusive of factoring and similar arrangements and, in each case, in accordance with Section 9.2(f) (as applicable); 


  


	 	(f)	 the termination of Swap Contracts in the Ordinary Course of Business; 



 

	 	(g)	 dispositions of tangible personal property so long as (i) the assets subject to such Asset Dispositions
are sold for fair value, as determined by the Borrower in good faith, (ii) at least 75% of the consideration therefor is cash or cash equivalents and (iii) the aggregate amount of such Asset Dispositions in any 12 month period does not
exceed $1,500,000; 



  
 18 














	 	(h)	 payments of cash and cash equivalents in connection with transactions not prohibited by the terms of this
Agreement, including, for the avoidance of doubt, the use of cash and cash equivalents to make Permitted Investments; 


  

	 	(i)	 the making of Permitted Distributions; and 



 

	 	(j)	 dispositions approved by Agent in its reasonable discretion. 



“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). 

“Permitted Contingent Obligations” means 
  

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



 

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


  

	 	(c)	 Contingent Obligations outstanding on the Closing Date 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 $100,000 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 connection with
commercial contracts in the Ordinary Course of Business; 


  

	 	(g)	 so long as there exists no Event of Default both immediately before and immediately after giving effect to any
such transaction, Contingent Obligations existing or arising under any Swap Contract, provided, however, that such obligations are (or were) entered into by Borrower or 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; 



 

	 	(h)	 Contingent Obligations incurred by Borrower and its Subsidiaries in respect of letters of credit to support
obligations incurred by Borrowers and their Subsidiaries in the Ordinary Course of Business in an aggregate amount not to exceed $2,000,000 in the aggregate at any time outstanding (collectively, “L/C Obligations”); and




  
 19 














	 	(i)	 other Contingent Obligations not permitted by clauses (a) through (h) above, not to exceed $1,000,000 in
the aggregate at any time outstanding. 


 “Permitted Debt” means: 

 

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


  

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



  

	 	(c)	 purchase money Debt and Capital Leases not to exceed $500,000 in the aggregate 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 Closing Date and described on Schedule 5.1; 



 

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



 

	 	(f)	 Debt not to exceed $500,000 in the aggregate at any time outstanding owed to any Person providing property,
casualty, liability, or other insurance to the Credit Parties, including to finance insurance premiums , so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such
insurance for the policy year in which such Debt is incurred and such Debt is outstanding only during such policy year; 


  

	 	(g)	 trade accounts payable arising and paid on a timely basis or that are subject to a Permitted Contest;



  

	 	(h)	 Debt consisting of unsecured intercompany loans and advances incurred by (1) any Borrower owing to any
Borrower, and (2) any Borrower or any Guarantor owing to any Guarantor; provided, however, that upon the request of Agent at any time, any such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to
Agent, the sole originally executed counterparts of which shall be pledged and delivered to Agent, for the benefit of Agent and Lenders, as security for the Obligations; 



 

	 	(i)	 Debt of the Credit Parties incurred under the Affiliated Financing Documents; 



 

	 	(j)	 Subordinated Debt; 


  

	 	(k)	 Unsecured loans incurred prior to the Closing Date in reliance on the Small Business Administration’s
Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Stability Act (P.L. 116-136 (the “Paycheck Protection Program”) in an aggregate principal amount of $2,245,974 (the
“SBA Loan”); provided that (i) Borrower shall have submitted all required forms, applications and certificates required for, and shall have been conditionally approved to receive, the SBA Loan under the Paycheck




  
 20 














	 	
Protection Program and (ii) Borrower shall (w) comply with all terms applicable to the SBA Loan, including without limitation, any requirements with respect to the use of proceeds of
the SBA Loan, (x) make only regularly scheduled payments of principal (to the extent any portion of the SBA Loan is not forgiven) and interest accruing on, and to the extent required under, the SBA Loan, (y) take all actions reasonably
necessary to request that no less than 75% of the SBA Loan is forgiven in accordance with the loan forgiveness provisions of the Paycheck Protection Program by the date that is 150 days after the date on which the SBA Loan is incurred or such later
date as permitted by the Paycheck Protection Program and (z) provide evidence reasonably satisfactory to Agent substantiating such forgiveness by the date that is 150 days after the date on which the SBA Loan is incurred or such later date as
permitted by the Paycheck Protection Program; 

  

	 	(l)	 Debt under corporate credit cards issued by a financial institution and other ancillary bank services, incurred
in the Ordinary Course of Business, in an amount not to exceed $500,000 in the aggregate at any given time; 


  

	 	(m)	 extensions, refinancings, modifications, amendments and restatements of any items of Permitted Debt set forth
in clause (c) or clause (d) of this definition above that (i) has an aggregate outstanding principal amount not greater than the aggregate principal amount of the Debt being refinanced or extended, (ii) has a weighted average
maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of the Debt being refinanced or extended, (iii) is not entered into as part of a sale leaseback transaction, (iv) is not secured by a
Lien on any assets other than the collateral securing the Debt being refinanced or extended, (v) the obligors of which are the same as the obligors of the Debt being refinanced or extended and (vi) is otherwise on terms no less favorable
to Credit Parties and their Subsidiaries, taken as a whole, than those of the Debt being refinanced or extended; 


  

	 	(n)	 Debt consisting of Guarantees by a Credit Party of Permitted Debt of any Credit Parties or any Subsidiaries
(other than any Excluded Subsidiary) in the Ordinary Course of Business; provided, any such Guarantee shall be subordinated to the Obligations to the same extent and on the same terms and conditions as the Debt guaranteed has been subordinated to
the Obligations; and 


  

	 	(o)	 Other unsecured Debt not to exceed $1,000,000 in the aggregate at any time outstanding. 



“Permitted Discretion” means a determination made in good faith and in the exercise of reasonable (from the perspective of a
secured lender) business judgment. 
 “Permitted Distributions” means the following Distributions: (a) dividends by
any Subsidiary of any Borrower to such parent Borrower; (b) dividends payable solely in common stock; and (c) repurchases of stock of 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 $500,000 in the aggregate per fiscal year. 

“Permitted Investments” means: 
  

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



  
 21 














	 	(b)	 the holding of 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 $1,000,000 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;



  

	 	(h)	 Investments by any Credit Party or any Subsidiary thereof in (1) any Borrower, or (2) any Subsidiary
now owned or hereafter created by such Borrower, 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 and otherwise made in compliance with Section 4.11(d); 


  

	 	(i)	 so long as no Event of Default exists at the time of such Investment or after giving effect to such Investment,
Investments by any Borrower or any Subsidiary thereof of cash and cash equivalents in an Excluded Subsidiary but solely to the extent that the aggregate amount of such Investments made with respect to all Excluded Subsidiaries (i) prior to a
Qualified IPO, does not exceed $2,000,000 in any twelve (12) month period and (ii) after a Qualified IPO, does not exceed $15,000,000 in any twelve (12) month period; provided that in no event shall any Investment be made
pursuant to this clause (i) unless the Borrowers are in compliance with Section 5.18(a) before and after giving effect to such Investment; 


  

	 	(j)	 so long as no Event of Default exists or results therefrom, the granting of Permitted Licenses;



  

	 	(k)	 Investments consisting of extensions of credit in the nature of Accounts or notes receivable arising from the
grant of trade credit in the Ordinary Course of Business in an amount not exceeding $500,000 in the aggregate outstanding at any time; 


  

	 	(l)	 Investments consisting of intercompany Debt in accordance with and to the extent permitted by clause
(h) of the definition of “Permitted Debt”; 



  
 22 














	 	(m)	 Investments of cash and cash equivalents in joint ventures or strategic alliances in the Ordinary Course of
Business of Borrowers’ business; provided that the cash investment in all such joint ventures and strategic alliances shall not exceed $500,000 in the aggregate in any twelve (12) month period; 



 

	 	(n)	 Permitted Acquisitions; and 



 

	 	(o)	 so long as no Event of Default exists at the time of such Investment or after giving effect to such Investment,
other Investments of cash and cash equivalents in an amount not exceeding $1,000,000 in the aggregate. 



“Permitted License” means (a) any non-exclusive license of Intellectual Property
of Borrower or its Subsidiaries so long as such Permitted Licenses are granted to third parties in the Ordinary Course of Business, does not result in a legal transfer of title to the licensed property, and has been granted in exchange for
reasonable consideration, (b) any exclusive license of Intellectual Property of Borrower or its Subsidiaries so long as such Permitted License (i) has been granted to third parties in the Ordinary Course of Business, (ii) does not
result in a legal transfer of title to the licensed property, (iii) has been granted in exchange for reasonable consideration, (iv) is exclusive solely as to discrete geographical areas outside of the United States, and (v) no Event
of Default is existing at the time such license is granted or would result from the granting thereof, and (c) any exclusive license solely of Non-Core Intellectual Property of Borrower or its Subsidiaries
so long as such Permitted License (i) has been granted to third parties in the Ordinary Course of Business, (ii) does not result in a legal transfer of title to the licensed property, (iii) has been granted in exchange for reasonable
consideration, and (iv) no Event of Default is existing at the time such license is granted or would result from the granting thereof. 

“Permitted Liens” means: 
  

	 	(a)	 deposits or pledges of cash arising in the Ordinary Course of Business to secure obligations under
workmen’s compensation claims, unemployment insurance and other social security legislation or similar laws (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, contractors, subcontractors, mechanic’s, workmen’s,
materialmen’s or other like Liens on Collateral arising in the Ordinary Course of Business with respect to obligations which are not due, or which are being contested pursuant to a Permitted Contest; 



 

	 	(d)	 Liens for taxes, assessments 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 $250,000 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;




  
 23 














	 	(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, impair the use or operation of
the Collateral for the use currently being made thereof or impair Borrowers’ ability to pay the Obligations in a timely manner or impair the use of the Collateral or the ordinary conduct of the business of any Borrower or any Subsidiary and
which, in the case of any real estate that is part of the Collateral, are set forth as exceptions to or subordinate matters in the title insurance policy accepted by Agent insuring the lien of the Security Documents; 



 

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



 

	 	(h)	 Liens existing on the date hereof and set forth on Schedule 5.2; 



 

	 	(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)	 the interests of lessors or sublessors under operating leases to the extent such lease or sublease is otherwise
permitted under this Agreement; 


  

	 	(k)	 Liens and encumbrances in favor of the holders of the Affiliated Financing Documents; 



 

	 	(l)	 Liens arising out of consignment for the sale of goods entered into by any Borrower or any of its Subsidiaries
in the Ordinary Course of Business; 


  

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


  

	 	(n)	 Liens of the applicable depository bank on cash and cash equivalents held in an Excluded Account in an
aggregate amount not to exceed 105% of the aggregate outstanding L/C Obligations at any time; and 


  

	 	(o)	 banker’s liens, rights of set-off and other non-consensual Liens in favor of financial institutions incurred in the Ordinary Course of Business arising in connection with a Credit Party’s Deposit Accounts and Securities Accounts; provided that
such Deposit Accounts and Securities Accounts are subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, to the extent required under this Agreement; and 



 

	 	(p)	 Liens (other than Liens arising under ERISA, Liens on any Intellectual Property or Liens that secure
obligations in respect of Debt for borrowed money) not otherwise permitted pursuant to this definition that secure obligations permitted under this Agreement not exceeding $250,000 in the aggregate at any one time outstanding. 



“Permitted Modifications” means (a) such amendments or other modifications to a Borrower’s or Subsidiary’s
Organizational Documents as are required under this Agreement or by applicable Law and fully disclosed to Agent within thirty (30) days after such amendments or modifications have become effective, and (b) such amendments or modifications
to a Borrower’s or Subsidiary’s Organizational 

  
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Documents (other than those involving a change in the name of a Borrower or Subsidiary or involving a reorganization of a Borrower or Subsidiary under the laws of a different jurisdiction) that
would not materially and adversely affect the rights and interests of Agent or Lenders and fully disclosed to Agent within thirty (30) days after such amendments or modifications have become effective. 

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

“Prepayment Fee” has the meaning set forth in Section 2.2(i). 

“Products” means, from time to time, any products currently manufactured, sold, developed, tested or marketed by any Borrower
or any of its Subsidiaries. 
 “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 in respect of such Term Loan, 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 or fully funded, 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 or fully funded, the then outstanding principal advances of such Lenders under the Term Loan) of all Lenders. 

“Qualified IPO” means the issuance and sale by Sight Sciences of its common stock in an underwritten public offering (other
than a public offering pursuant to a registration statement on Form S-8) pursuant to an effective registration statement (whether alone or in connection with a secondary public offering) filed with the SEC in
accordance with the Securities Act of 1933, as amended, following which Sight Sciences’s common stock is listed on the New York Stock Exchange or the Nasdaq Stock Market and in respect of which Sight Sciences has delivered evidence satisfactory
to Agent that Sight Sciences has received unrestricted net cash proceeds of not less than $60,000,000 (subject to no clawback, escrow or other terms limiting the Sight Sciences’s ability to freely use such proceeds). “Reaffirmation
Agreement” means that certain Reaffirmation Agreement and Omnibus Joinder and Amendment, dated as of the Closing Date, by and among the Borrowers and the Agent, as amended, restated, supplemented or modified from time to time. 

“Recall” means a Person’s Removal or Correction of a marketed product that the FDA considers to be in violation of the
laws it administers and against which the FDA would initiate legal action, e.g., seizure. 
 “Registered Intellectual
Property” means any patent, registered trademark or servicemark, registered copyright, or any pending application for any of the foregoing. 

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

“Regulatory Required Permit” means any and all Permits issued by the FDA or any other applicable Governmental Authority
necessary for the testing, manufacture, marketing or sale of any Product by any applicable Borrower(s) or its Subsidiaries as such activities are being conducted by such Borrower and its Subsidiaries with respect to such Product at such time, and
those issued by state governments for the conduct of Borrower’s or any Subsidiary’s business. 

  
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 “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 Commitments (taken as a whole), or (b) if the applicable Term Loan Commitments have been terminated or expired, sixty percent (60%) or more
of the then aggregate outstanding principal balance of the applicable tranche of Term Loans. 
 “Responsible
Officer” means any of the Chief Executive Officer, Chief Financial Officer or any other officer of the applicable Borrower reasonably acceptable to Agent. 

“Revolving Loans” has the meaning set forth in the Affiliated Credit Agreement. 

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

“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 reasonably 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, the Reaffirmation Agreement and any other agreement, document or instrument
executed concurrently with the Original Credit Agreement or at any time thereafter, including on the Closing Date, pursuant to which one or more Credit Parties or any other Person either (a) Guarantees payment or performance of all or any
portion of the Obligations, and/or (b) provides, as security for all or any portion of the Obligations, a Lien on any of its assets in favor of Agent for its own benefit and the benefit of the Lenders, as any or all of the same may be amended,
supplemented, restated or otherwise modified from time to time. 
 “Solvent” means, with respect to any Person, that such
Person (a) owns and will own assets the fair saleable value of which are (i) greater than the total amount of its debts and liabilities (including subordinated and Contingent Obligations), and (ii) greater than the amount that will be
required to pay the probable liabilities of its then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to it; (b) has capital that is not unreasonably small
in relation to its business as presently conducted or after giving effect to any contemplated transaction, in each case of clauses (a) and (b) to the extent applicable, as calculated in accordance with applicable bankruptcy laws; and
(c) does not intend to incur and does not believe that it will incur debts beyond its ability to pay such debts as they become due. 

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

“Subordinated Debt” means any Debt of Borrowers incurred pursuant to the terms of the Subordinated Debt Documents. As of the
Closing Date, there is no Subordinated Debt. 

  
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 “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 reasonable discretion. As of the Closing Date, there are no Subordinated Debt Documents. 

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

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

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

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

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

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

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

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

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

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

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

“Term Loan Tranche 2” has meaning set forth in Section 2.1(a)(ii)(A). 

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

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

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

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

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

“Testing Date” has the meaning provided in Section 6.1. 

  
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 “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 New York or of any other state the laws of which are required to be
applied in connection with the perfection of security interests in any Collateral. 
 “United States” means the United
States of America. 
 “U.S. Tax Compliance Certificate” has the meaning set forth in Section 2.8(c)(i). 

“Withholding Agent” means any Borrower or Agent. 

“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule. 
 Section 1.2 Accounting Terms and Determinations. Unless
otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial
statements required to be delivered hereunder shall be prepared on a consolidated basis in accordance with GAAP applied on a basis consistent with the most recent audited consolidated financial statements of each Borrower and its Consolidated
Subsidiaries delivered to Agent and each of the Lenders on or prior to the Closing Date. If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either
Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of
the Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrowers shall provide to Agent and
the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding any other
provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of
Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined
therein. Any obligations of a Person under a lease (whether existing now or entered into the future) that is not (or would not be) a capital lease obligation under GAAP shall not be treated as a capital lease obligation solely as a result of the
adoption of changes in GAAP. 
 Section 1.3 Other Definitional and Interpretive Provisions. References in this Agreement to
“Articles”, “Sections”, “Annexes”, “Exhibits”, or “Schedules” shall be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement unless otherwise specifically provided. Any term
defined herein may be used in the singular or plural. “Include”, “includes” and “including” shall be deemed to be followed by “without limitation”. Except as otherwise specified or limited herein, references
to any Person include the successors and assigns of such Person. References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively.
References to any statute or act shall include all related current regulations and all amendments and any 

  
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successor statutes, acts and regulations. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. References to any statute or act,
without additional reference, shall be deemed to refer to federal statutes and acts of the United States. References to any agreement, instrument or document shall include all schedules, exhibits, annexes and other attachments thereto. References to
capitalized terms that are not defined herein, but are defined in the UCC, shall have the meanings given them in the UCC. All references herein to times of day shall be references to daylight or standard time, as applicable. All references herein to
a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or analogous term, will be construed to mean also a division of or by a limited liability company, as if it were a merger, transfer, consolidation, amalgamation,
assignment, sale or transfer, or similar term, as applicable. Any series of limited liability company shall be considered a separate Person. 

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

Section 1.5 Time is of the Essence. Time is of the essence in Borrower’s and each other Credit Party’s performance under
this Agreement and all other Financing Documents. 
 Section 1.6 Time of Day. Unless otherwise specified, all references herein
to times of day shall be references to Eastern time (daylight savings or standard, as applicable). 
 ARTICLE 2 - LOANS 

Section 2.1 Loans. 

(a) Term Loans. 

(A) Under the Original Credit Agreement, the Lenders thereunder made term loans to Borrowers in the principal amounts of
(1) Twelve Million Dollars ($12,000,000) (“Existing Term Loan 1”) and (2) Two Million Dollars ($2,000,000) (“Existing Term Loan 2”, and together with Existing Term Loan 1, the “Existing Term
Loans”) and, following the making of each such Existing Term Loan, the Term Loan Tranche 1 Commitment (as defined in the Original Credit Agreement) and the Term Loan Tranche 2 Commitment (as defined in the Original Credit Agreement),
as applicable, were reduced to zero ($0). Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the Existing Term Loan 1 is $12,000,000, which amount shall be deemed to have been, and hereby is, converted to
the “Term Loan Tranche 1” under this Agreement, and hereby is deemed to be outstanding in the amount set forth with respect to each Lender’s Term Loan Tranche 1 Commitment Amount hereto without constituting a novation.
Immediately prior to the effectiveness of this Agreement, the outstanding principal balance of the Existing Term Loan 2 is $2,000,000, which amount shall be deemed to have been, and hereby is, converted to the “Term Loan Tranche 2”
under this Agreement, and hereby is deemed to be outstanding in the amount set forth with respect to each Lender’s Term Loan Tranche 2 Commitment Amount hereto without constituting a novation. Each Borrower hereby (x) represents, warrants,
agrees, covenants and reaffirms that it has no defense, set off, claim or counterclaim against the Agent and the Lenders with regard to its Obligations in respect of each such Existing Term Loan and (y) reaffirms its obligation to repay each of
Term Loan Tranche 1 and Term Loan Tranche 2 in accordance with the terms and provisions of this Agreement and the other Financing Documents. 

  
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 (B) On the terms and subject to the conditions set forth herein and in the
other Financing Documents, each Lender with a Term Loan Tranche 3 Commitment severally hereby agrees to make to Borrowers a term loan on the Closing Date in an original aggregate principal amount equal to the Term Loan Tranche 3 Commitment (the
“Term Loan Tranche 3”). Each such Lender’s obligation to fund the Term Loan Tranche 3 shall be limited to such Lender’s Term Loan Tranche 3 Commitment Percentage, and no Lender shall have any obligation to fund any portion
of any Term Loan required to be funded by any other Lender, but not so funded. 
 (C) No Borrower shall have any right to
reborrow any portion of the Term Loan that is repaid or prepaid from time to time. Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed Term Loan advance, such Notice of Borrowing to be delivered, in the case of a
Term Loan Tranche 3 borrowing, no later than 12:00 P.M. (Eastern time) on the Closing Date.  
 (ii) Scheduled
Repayments; Mandatory Prepayments; Optional Prepayments. 
 (A) There shall become due and payable, and Borrowers shall
repay each Term Loan through, scheduled payments as set forth on Schedule 2.1 attached hereto. Notwithstanding the payment schedule set forth above, the outstanding principal amount of each Term Loan shall become
immediately due and payable in full on the Termination Date. 
 (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 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) without limiting Section 5.6(b) and 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, 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), to the extent that the aggregate amount of net cash
proceeds received by all Credit Parties (and not paid to the Agent as a prepayment of the Loans) shall exceed, for all Asset Dispositions, $500,000 in any fiscal year, or such lesser portion as Agent shall elect to apply to the Obligations; and 


  
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 (iv) upon the termination of all Revolving Loan Commitments (as defined in
the Affiliated Credit Agreement) and the payment of the then existing aggregate outstanding principal amount of the Revolving Loans, the aggregate outstanding Obligations; 

Notwithstanding the foregoing and so long as no Event of 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 three hundred sixty (360) days from the receipt of such proceeds to replace or repair any assets in
respect of which such proceeds were paid so long as such proceeds are deposited into a Deposit Account that is subject to a Deposit Account Control Agreement promptly upon receipt by such Borrower; and (2) proceeds of personal property asset
dispositions that are not made in the Ordinary Course of Business (other than Collateral upon which the Borrowing Base is calculated or consisting of Intellectual Property, unless Agent shall otherwise elect) may be used by Borrowers within three
hundred sixty (360) days from the receipt of such proceeds to purchase new or replacement assets of comparable value, provided, however, that such proceeds are deposited into a Deposit Account that is subject to a Deposit Account Control
Agreement promptly upon receipt by such Borrower. All sums held by Agent pending reinvestment as described in subsections (1) and (2) above shall be deemed additional collateral for the Obligations and may be commingled with the general funds
of Agent. 
 (C) Borrowers may from time to time, with at least two (2) Business Days prior written notice to Agent,
prepay the Term Loan in whole but not in part; provided, that such prepayment shall be accompanied by any prepayment fees and exit fees required hereunder; provided, further that such notice may provide that it is conditioned
upon the consummation of another financing or the consummation of a sale of equity interests, in which case, such notice may be revoked or extended by Borrowers if any such condition is not satisfied prior to the date of prepayment given in such
notice. 
 (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. Notwithstanding anything to the contrary contained in the foregoing, in the event that there have been multiple
advances under the Term Loan each of which such advances has a separate amortization schedule of principal payments under Schedule 2.1 attached hereto, each prepayment of the Term Loan shall be applied by Agent to reduce
and prepay the principal balance of the earliest-made advance then outstanding in the inverse order of maturity of the scheduled payments with respect to such advance until such earliest-made advance is paid in full (and to the extent the total
amount of any such partial prepayment shall exceed the outstanding principal balance of such earliest-made advance, the remainder of such prepayment shall be applied successively to the remaining advances under the Term Loan in the direct order of
the respective advance dates in the manner provided for in this sentence). 
 (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. 

  
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 (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 which subject any Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and
(C) Connection Income Taxes) imposed on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, 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 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 fund or maintain Loans bearing interest based upon the LIBOR Rate or to
continue such funding or 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. 

  
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 (b) Reserved. 

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 monthly in arrears on the first (1st) day of each month and on the maturity of such Loans, whether by acceleration or otherwise.
Interest on all other Obligations shall be payable within two (2) Business Days upon written and invoiced demand. The Borrowers hereby agree that all accrued and unpaid interest due and owing to the “Lenders” (as defined in the
Original Credit Agreement) due and payable pursuant to the Original Credit Agreement as of the Closing Date shall be paid in cash by the Borrowers to the Agent, for the benefit of such Lenders or Agent, on the first (1st) day of the first calendar
month following the Closing Date. For the avoidance of doubt, all Loans, including the Term Loan Tranche 1 and the Term Loan Tranche 2, shall bear interest at the sum of the LIBOR Rate plus the Applicable Margin starting on and at all times after
the Closing Date. 
 (b) Reserved. 

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

 (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 fee in an amount equal to $175,000. For the avoidance of doubt, the origination fee provided for in the preceding
sentence is in addition to any origination fee paid under the Original Credit Agreement. All fees payable pursuant to this paragraph shall be deemed fully earned when due and payable and non-refundable as of
the Closing Date. Each origination fee shall be deemed fully earned when due and payable and, once paid, shall be non-refundable. 

(g) Reserved. 
 (h)
Exit Fee. Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Term Loan advances of such tranche of Term Loans, 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 an amount equal to six percent (6.00%) multiplied by the aggregate principal
amount of all Term Loans advanced to Borrower under this Agreement (regardless of any repayment or prepayment thereof but without duplication of any portion of the Exit Fee paid in connection with any repayment or prepayment thereof). Upon any
repayment of any portion of any Term Loan (whether by voluntary prepayment by Borrower, by mandatory prepayment by Borrower, by reason of the occurrence of an Event of Default or the acceleration of the Obligations (including any automatic
acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) other than scheduled amortization payments (if any), a 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 such tranche of Term Loans. 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. 

  
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 (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 Borrower, by mandatory prepayment by Borrower, by reason of the occurrence of an Event of Default or otherwise, or if the Term Loan shall become accelerated (including any
automatic acceleration due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise) and due and payable in full, or if the Lenders’ funding obligations in respect of any unfunded portion of the Term Loan shall
terminate prior to the Maturity 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 in respect of the Term Loan Tranche 1, Term Loan Tranche 2 or Term Loan Tranche 3 shall be equal to an amount determined by
multiplying the amount being prepaid (or required to be prepaid, if such amount is greater) by the following applicable percentage amount: (x) three percent (3.0%) for the first year following the Closing Date, (y) two
percent (2.0%) for the second year following the Closing Date and (z) one percent (1.0%) thereafter. The Prepayment Fee shall not apply to or be assessed upon any prepayment made by Borrowers if such payments were required by Agent to be made
pursuant to Section 2.1(a)(ii)(B) subpart (i) (relating to casualty proceeds), or subpart (ii) (relating to payments exceeding the Maximum Lawful Rate). All fees payable pursuant to this paragraph shall be deemed fully-earned and non-refundable as of the Closing Date. 
 (j) Audit Fees. Subject to the provisions of
Section 4.6, as applicable, 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, 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. 
 (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 two percent (2.0%) 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. 

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

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

Section 2.4 Reserved. 

Section 2.5 Reserved. 

Section 2.6 General Provisions Regarding Payment; Loan Account. 

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

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

Section 2.7 Maximum Interest. In no event shall the interest charged with respect to the Loans or any other Obligations of any
Borrower under any Financing Document exceed the maximum amount permitted under the laws of the State of New York or of any other applicable jurisdiction. Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of
interest payable hereunder or under any Note or other Financing Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable law to be charged (the “Maximum Lawful Rate”),
then 

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

Section 2.8 Taxes; Capital Adequacy. 

(a) All payments of principal and interest on the Loans and all other amounts payable hereunder shall be made without deduction or withholding
for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent,
then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and if any such
withholding or deduction is in respect of any Indemnified Taxes, then the Borrowers shall pay 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 (including, without limitation, such withholdings and deductions applicable to additional sums payable under this Section 2.8). After payment of any Tax by a
Borrower to a Governmental Authority pursuant to this Section 2.8, such Borrower shall promptly forward to Agent the original or a certified copy of an official receipt or other documentation evidencing such payment to such authority. Borrowers
shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Agent timely reimburse it for the payment of, any Other Taxes. 

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

(c) Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments made under any Financing
Document shall deliver to Borrower Representative and Agent, at the time or times prescribed by applicable Law or reasonably requested by Borrower Representative or Agent, such properly completed and executed documentation reasonably requested by
Borrower Representative or Agent as will permit such payments to be made without 

  
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withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrower Representative or Agent, shall deliver such other documentation prescribed by
applicable Law or reasonably requested by Borrowers or Agent as will enable Borrowers or Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary
in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.8(c)(i), 2.8(c)(ii) and 2.8(e) below) shall not be required if in such Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 

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

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

 (iii) Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower Representative and
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower
Representative or Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be
prescribed by applicable law to permit Borrowers or Agent to determine the withholding or deduction required to be made. 
 (d) If any
Lender or Agent determines, in its sole discretion exercised in good faith, that it has received a refund in respect of any Taxes as to which it has been indemnified by any Credit Party pursuant to this Section 2.8 (including by the payment of
additional amounts pursuant to this Section 2.8), then it shall promptly pay an amount equal to such refund to such Credit Party, net of all reasonable
out-of-pocket expenses of such Lender or of Agent with respect thereto, including any Taxes; provided, however, that the applicable Credit Party, upon the
written request of such Lender or Agent, agrees to repay any amount paid over to such Credit Party to such Lender or to Agent (plus any related penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such
Lender or Agent is required, for any reason, to disgorge or otherwise repay such refund. Notwithstanding anything to the contrary in this Section 2.8, in no event will the indemnified party be required to pay any amount to an indemnifying party
pursuant to this Section 2.8(d) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to
indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.8 shall not be construed to
require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 

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

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

(g) Each party’s obligations under Section 2.8(a) through (f) shall survive the resignation or replacement of Agent or any
assignment of rights by, or the replacement of, a Lender, and the repayment, satisfaction or discharge of all Obligations hereunder. 
 (h)
If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any change after the Closing Date in the interpretation,
administration or application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with
any request, guideline or directive regarding capital adequacy (whether or not having the force of Law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would
have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such controlling Person could have
achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from
time to time, upon demand by such Lender (which demand shall be accompanied by a certificate setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent),
Borrowers shall promptly pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is two hundred seventy (270) days
prior to the date on which such Lender first made demand therefor; provided that notwithstanding anything in this Agreement to the contrary, for all purposes of this Section (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. 

  
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 (i) If any Lender requests compensation under either Section 2.1(a)(iv) or
Section 2.8(h), or requires Borrowers to pay any Indemnified Taxes or additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.8, then, upon the written request of Borrower
Representative, such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 11.17) to
another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or materially reduce amounts payable pursuant to any such Section, as the case may be, in the
future, (ii) would not subject such Lender to any unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to such Lender (as determined in its good faith discretion). Without limitation of the provisions of
Section 12.14, each Borrower hereby agrees to pay all reasonable and documented, out-of-pocket costs and expenses incurred by any Lender in connection with any such
designation or assignment. 
 Section 2.9 Appointment of Borrower Representative. 

(a) Each Borrower hereby irrevocably appoints and constitutes Borrower Representative as its agent and attorney-in-fact to request and receive Loans in the name or on behalf of such Borrower and any other Borrowers, deliver Notices of Borrowing, give instructions with respect to the disbursement of the
proceeds of the Loans , giving and receiving all other notices and consents hereunder or under any of the other Financing Documents and taking all other actions (including in respect of compliance with covenants) in the name or on behalf of any
Borrower or Borrowers pursuant to this Agreement and the other Financing Documents. Agent and Lenders may disburse the Loans to such bank account of Borrower Representative or a Borrower or otherwise make such Loans to a Borrower, in each case as
Borrower Representative may designate or direct, without notice to any other Borrower. Notwithstanding anything to the contrary contained herein, Agent may at any time and from time to time require that Loans to or for the account of any Borrower be
disbursed directly to an operating account of such Borrower. 
 (b) Borrower Representative hereby accepts the appointment by Borrowers to
act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9. Borrower Representative shall ensure that the disbursement of any Loans that are at
any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower. 

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

(d) Any notice, election, representation, warranty, agreement or undertaking made or delivered by or on behalf of any Borrower by Borrower
Representative shall be deemed for all purposes to have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such
Borrower. 
 (e) No resignation by or termination of the appointment of Borrower Representative as agent and
attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior written notice to Agent. If the Borrower Representative resigns
under this Agreement, Borrowers shall be entitled to appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor). Upon the acceptance of its appointment as successor Borrower
Representative hereunder, such successor Borrower Representative shall succeed to all the rights, powers and duties of the retiring Borrower Representative and the term “Borrower Representative” means such successor Borrower Representative
for all purposes of this Agreement and the other Financing Documents, and the retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated. 

  
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 Section 2.10 Joint and Several Liability; Rights of Contribution; Subordination and
Subrogation. 
 (a) Borrowers are defined collectively to include all Persons named as one of the Borrowers herein; provided,
however, that any references herein to “any Borrower”, “each Borrower” or similar references, shall be construed as a reference to each individual Person named as one of the Borrowers herein. Each Person so named shall be
jointly and severally liable for all of the obligations of Borrowers under this Agreement. Each Borrower, individually, expressly understands, agrees and acknowledges, that the credit facilities would not be made available on the terms herein in the
absence of the collective credit of all of the Persons named as the Borrowers herein, the joint and several liability of all such Persons, and the cross-collateralization of the collateral of all such Persons. Accordingly, each Borrower individually
acknowledges that the benefit to each of the Persons named as one of the Borrowers as a whole constitutes reasonably equivalent value, regardless of the amount of the credit facilities actually borrowed by, advanced to, or the amount of collateral
provided by, any individual Borrower. In addition, each entity named as one of the Borrowers herein hereby acknowledges and agrees that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained
in this Agreement shall be applicable to and shall be binding upon and measured and enforceable individually against each Person named as one of the Borrowers herein as well as all such Persons when taken together. By way of illustration, but
without limiting the generality of the foregoing, the terms of Section 10.1 of this Agreement are to be applied to each individual Person named as one of the Borrowers herein (as well as to all such Persons taken as a whole), such that the
occurrence of any of the events described in Section 10.1 of this Agreement as to any Person named as one of the Borrowers herein shall constitute an Event of Default even if such event has not occurred as to any other Persons named as the
Borrowers or as to all such Persons taken as a whole. 
 (b) Notwithstanding any provisions of this Agreement to the contrary, it is
intended that the joint and several nature of the liability of each Borrower for the Obligations and the Liens granted by Borrowers to secure the Obligations, not constitute a Fraudulent Conveyance (as defined below). Consequently, Agent, Lenders
and each Borrower agree that if the liability of a Borrower for the Obligations, or any Liens granted by such Borrower securing the Obligations would, but for the application of this sentence, constitute a Fraudulent Conveyance, the liability of
such Borrower and the Liens securing such liability shall be valid and enforceable only to the maximum extent that would not cause such liability or such Lien to constitute a Fraudulent Conveyance, and the liability of such Borrower and this
Agreement shall automatically be deemed to have been amended accordingly. For purposes hereof, the term “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of Chapter 11 of Title II of the Bankruptcy
Code or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time. 

(c) Agent is hereby authorized, without notice or demand (except as otherwise specifically required under this Agreement) and without
affecting the liability of any Borrower hereunder, at any time and from time to time, to (i) renew, extend or otherwise increase the time for payment of the Obligations; (ii) with the written agreement of all Borrowers, 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 

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

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

  
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 Section 2.11 Reserved. 

Section 2.12 Termination; Restriction on Termination. 

(a) Termination by Lenders. In addition to the rights set forth in Section 10.2, Agent may, and at the direction of Required
Lenders shall, terminate this Agreement upon or after the occurrence and during the continuance of an Event of Default by giving notice to the Borrower Representative. 

(b) Termination by Borrowers. Upon at least ten (10) days prior written notice (provided that such notice may provide that it is
conditioned upon the consummation of a Change in Control, the consummation of another financing or the consummation of a sale of equity interests, in which case, such noticed may be revoked or extended by the Borrowers if any such condition is not
satisfied prior to the date of termination of this Agreement given in such notice) and pursuant to payoff documentation in form and substance satisfactory to Agent and Lenders, Borrowers may, at its option, terminate this Agreement; provided,
however, that no such termination shall be effective until Borrowers have complied with Section 2.12(c) and paid in full all of the Affiliated Obligations in immediately available funds and terminated the Affiliated Financing
Documents. Except as otherwise provided above in this clause (b), any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after
the termination date stated in such notice. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly. 

(c) Effectiveness of Termination. All of the Obligations shall be immediately due and payable upon the Termination Date. All
undertakings, agreements, covenants, warranties and representations of Borrowers contained in the Financing Documents shall survive any such termination and Agent shall retain its Liens in the Collateral and Agent and each Lender shall retain all of
its rights and remedies under the Financing Documents notwithstanding such termination until all Obligations and Affiliated Obligations have been discharged or paid, in full (other than contingent indemnification for obligations for which no claim
has been asserted or the known existence of a claim is reasonably likely to be asserted), in immediately available funds, including, without limitation, all Obligations under Section 2.2(g) and the terms of any Fee Letter resulting from such
termination. Notwithstanding the foregoing or the payment in full of the Obligations, Agent shall not be required to terminate its Liens in the Collateral unless, with respect to any loss or damage Agent may incur as a result of dishonored checks or
other items of payment received by Agent from Borrower or any Account Debtor and applied to the Obligations, Agent shall, at its option, (a) have received a written agreement satisfactory to Agent, executed by Borrowers and by any Person whose
loans or other advances to Borrowers are used in whole or in part to satisfy the Obligations, indemnifying Agent and each Lender from any such loss or damage or (b) have retained cash Collateral or other Collateral for such period of time as
Agent, in its Permitted Discretion, may deem necessary to protect Agent and each Lender from any such loss or damage. 

  
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 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
(a) is an entity as specified on Schedule 3.1, (b) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, as specified on
Schedule 3.1, (c) has the same legal name as it appears in such Credit Party’s Organizational Documents and an organizational identification number (if any), in each case as specified on
Schedule 3.1, (d) has all powers to own its assets and has powers and all Permits necessary in the operation of its business as presently conducted or as proposed to be conducted, except where the failure to have such
Permits could not reasonably be expected to have a Material Adverse Effect, and (e) is qualified to do business as a foreign entity in each jurisdiction in which it is required to be so qualified, which jurisdictions as of the Closing Date are
specified on Schedule 3.1, except in the case of this clause (e) where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect. Except as set forth on
Schedule 3.1, no Credit Party (x) has had, over the five (5) year period preceding the Closing Date, any name other than its current name, or (y) was incorporated or organized under the laws of any
jurisdiction other than its current jurisdiction of incorporation or organization. 
 Section 3.2 Organization and Governmental
Authorization; No Contravention. The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant
to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority and (d) do not violate, conflict with or cause a breach or a default under (i) any material requirement of
any Law applicable to any Credit Party, (ii) any of the Organizational Documents of any Credit Party, or (iii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as could not, with
respect to this clause (iii), reasonably be expected to have a Material Adverse Effect. 
 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 enforceability
thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles. Each Financing Document has been duly executed and delivered by each Credit
Party party thereto. 
 Section 3.4 Capitalization. The authorized equity securities of each of the Credit Parties as of the
Closing Date are as set forth on Schedule 3.4. All issued and outstanding equity securities of each of the Credit Parties are duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other
than 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 (and as to unaudited
financial statements, subject to normal year-end adjustments and the absence of footnote disclosures). Since December 31, 2019, there has been no Material Adverse Effect. 

Section 3.6 Litigation. Except as set forth on Schedule 3.6 as of the Closing Date, and except as
hereafter disclosed to Agent in writing, there is no Litigation pending against, or to such Borrower’s knowledge threatened in writing against, any Credit Party that would be reasonably expected to result in liability to any Credit Party in an
amount in excess of $2,500,000 (regardless of whether covered by insurance). 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. 

  
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 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, accounts and other assets (real or personal, tangible, intangible or mixed) purported or reported to be owned
or leased (as the case may be) by such Person. 
 Section 3.8 No Default. No Event of Default, or to such Borrower’s
knowledge, Default, has occurred and is continuing. No Credit Party is in breach or default under or with respect to any contract, agreement, lease or other instrument to which it is a party or by which its property is bound or affected, which
breach or default could reasonably be expected to have a Material Adverse Effect. 
 Section 3.9 Labor Matters. As of the
Closing Date, there are no strikes or other labor disputes pending or, to any Borrower’s knowledge, threatened in writing against any Credit Party. 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, except for any such violation that could not reasonably be expected to have a Material Adverse Effect. All payments due from the Credit Parties, or for which any
claim may be made against any of them, on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or accrued as a liability on their books, as the case may be except for any such violation that could
not reasonably be expected to have a Material Adverse Effect. 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 Investment Company Act. No
Credit Party is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company,” all within the meaning of the Investment Company Act of
1940. 
 Section 3.11 Margin Regulations. 

(a) The Credit Parties and their Subsidiaries do not own any stock, partnership interest or other equity securities, except for Permitted
Investments. Without limiting the foregoing, the Credit Parties and their Subsidiaries do not own or hold any Margin Stock. 
 (b) None of
the proceeds from the Loans have been or will be used, directly or indirectly, for the purpose of purchasing or carrying any “margin stock” (as defined in Regulation U of the Federal Reserve Board), for the purpose of reducing or retiring
any indebtedness which was originally incurred to purchase or carry any “margin stock” or for any other purpose which might cause any of the Loans to be considered a “purpose credit” within the meaning of Regulation T, U or X of
the Federal Reserve Board. 
 Section 3.12 Compliance With Laws; Anti-Terrorism Laws. 

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

  
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 (b) None of the Credit Parties and, to the knowledge of the Credit Parties, none of their
controlled 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 controlled 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 and material state and material foreign and local income tax
returns, reports and all other material tax returns, 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 material Taxes (including real property Taxes) and other charges shown to be due and payable in respect thereof have been timely paid prior to the date
on which any fine, penalty, interest, late charge or loss may be added thereto for nonpayment thereof. Except to the extent subject to a Permitted Contest, all material state, and local sales and use Taxes required to be paid by each Credit Party
have been paid. All federal income and other material 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 3.13, any federal (other than federal
income), foreign, state or local tax, assessment, deposit or contribution, and any return with respect thereto, shall not be considered “material” if it is equal to or less than $100,000 in the aggregate for all taxes and the nonpayment
thereof or failure to file could not reasonably be expected to have a Material Adverse Effect. 
 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. Except as would not reasonably be expected to have a Material Adverse Effect, 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 or opinion letter with respect to each such ERISA Plan which may be
relied on currently. Except as would not reasonably be expected to have a Material Adverse Effect, 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 would reasonably be expected to result in the incurrence by any Credit Party of any material liability, fine or penalty. No Credit Party has incurred liability to the PBGC 

  
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(other than for current premiums) with respect to any employee Pension Plan. All contributions (if any) have been made on a timely basis to any Multiemployer Plan that are required to be made by
any Credit Party or any other member of the Controlled Group under the terms of the plan or of any collective bargaining agreement or by applicable Law; no Credit Party nor any member of the Controlled Group has withdrawn or partially withdrawn from
any Multiemployer Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if
continued, 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, no broker, finder or other intermediary has brought about the obtaining, making or closing of the transactions contemplated by the 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
Reserved. 
 Section 3.17 Material Contracts. Except for the Operative Documents and the agreements set forth on
Schedule 3.17, as of the Closing Date there are no Material Contracts. The consummation of the transactions contemplated by the Financing Documents will not give rise to a right of termination in favor of any party to any
Material Contract (other than any Credit Party), except for such Material Contracts the noncompliance with which would not reasonably be expected to have a Material Adverse Effect. 

Section 3.18 Compliance with Environmental Requirements; No Hazardous Materials. Except in each case as set forth on
Schedule 3.18: 
 (a) no notice, notification, demand, request for information, citation, summons, complaint or
order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending, or to such Borrower’s knowledge, threatened in writing by any Governmental Authority or other Person with respect to any
(i) alleged 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) any generation, treatment, storage, recycling, 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, except in the case of the foregoing as
would not reasonably be expected to result in a Material Adverse Effect. 

  
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 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 (a) all Registered Intellectual Property owned by each Credit Party, (b) all in-bound license or sublicense agreements that are material
to a Credit Party’s business, and (c) all exclusive out-bound license or sublicense agreements, in each case, to which a Credit Party is party (but excluding agreements for in-bound licenses for (i) off-the-shelf software or services that are commercially available to the public, and (ii) open
source software), as of the Closing Date and, as updated pursuant to Section 4.15, is set forth on Schedule 3.19. Except for Permitted Liens, each Borrower is the sole owner of the material Intellectual Property purported to be owned by such
Borrower, free and clear of any Liens other than Permitted Liens. Each material patent owned by a Borrower is valid and, to the best of Borrower’s knowledge, enforceable and no part of the Material Intangible Assets owned by each Borrower has
been judged by a court or Governmental Authority of competent jurisdiction invalid or unenforceable, in whole or in part, and to the best of Borrower’s knowledge, no written claim has been made to a Borrower that any part of the Intellectual
Property owned by such Borrower infringes or misappropriates the Intellectual Property rights of any third party. 
 Section 3.20
Solvency. After giving effect to the Loan advance and the liabilities and obligations of each Borrower and each additional Credit Party under the Operative Documents, (x) each Borrower is Solvent and (y) the Credit Parties (taken as
a whole) are Solvent. 
 Section 3.21 Full Disclosure. None of the written information (financial or otherwise) relating to the
Credit Parties (other than projections, other forward- looking information and industry information) 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, when taken as a whole, is accurate and complete in all material respects and does not and will not, when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements contained herein or therein not materially misleading in light of the circumstances under which such statements were made. All financial projections delivered to Agent and Lenders by Borrowers (or their agents) have been prepared on the
basis of the assumptions stated therein. Such projections represent each Borrower’s good faith 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; it being understood that projections are as to future events and are not to be viewed as facts, projections are subject to significant uncertainties and contingencies, many of which are beyond Borrowers’ control;
provided, however, that Borrowers can give no assurance that such projections will be attained and that actual results during the period. 

Section 3.22 Reserved. 

Section 3.23 Subsidiaries. Borrowers do not own any stock, partnership interests, limited liability company interests or other
equity securities or Subsidiaries except for Permitted Investments. As of the Closing Date, Borrower has no Subsidiaries. 

Section 3.24 Regulatory Matters. 

(a) With respect to each Product and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect, (i) 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 (ii) such Product has been and is being tested, manufactured, marketed, promoted, sold, imported, possessed, owned, warehoused, promoted, labeled, furnished or distributed as the case may be, by Borrowers (or to
Borrower’s actual knowledge, by any applicable third parties) in compliance with all applicable Healthcare Laws and Regulatory Required Permits. 

  
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 (b) Except as would not reasonably be expected to have a Material Adverse Effect, none of
the Borrowers or any Subsidiary thereof are in violation of any applicable Healthcare Law. 
 (c) No Borrower or any Subsidiary thereof
receives any payments directly (including through any third party payment processor) from Medicare, Medicaid, or TRICARE. 
 (d) To
Borrower’s knowledge, none of the Borrower’s or its Subsidiaries’ officers, directors or employees has made an untrue statement of material fact or fraudulent statement to the FDA or failed to disclose a material fact required to be
disclosed to the FDA, committed an act, made a statement, or failed to make a statement that could reasonably be expected to provide a basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and
Illegal Gratuities,” set forth in 56 Fed. Regulation 46191 (September 10, 1991). 
 (e) No Borrower, nor any Subsidiary thereof, is
subject to any proceeding, suit or, to any Borrower’s knowledge, investigation by any Governmental Authority, which would reasonably be expected to result in the revocation, transfer, surrender, suspension of any material Permits of Borrower or
any Subsidiary, in each case, that would reasonably be expected to result in a Material Adverse Effect. 
 (f) As of the Closing Date, there
have been no Regulatory Reporting Events. 
 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 and
consolidating (if applicable and requested in advance by Agent) balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’
and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied (setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal
year and the projected figures for such period based upon the projections required hereunder), all in reasonable detail, certified by a Responsible Officer and in a form reasonably acceptable to Agent; 

(b) 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 and eighty (180) days after the last day of each of Borrower’s fiscal year, audited consolidated and consolidating (if applicable and requested in advance by Agent) financial statements
prepared under GAAP, consistently applied, together with an unqualified opinion (other than a going concern qualification based solely on the upcoming maturity date of the Debt under this Agreement occurring within 12 months of the date of such
audit, any Credit Party having negative profits or a determination that any Credit Party has less than 12 months liquidity) on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable
discretion; 

  
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 (d) within five (5) days of delivery or filing thereof, copies of all material
statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower
are traded and/or the SEC; 
 (e) a prompt written report of any legal actions pending or threatened in writing 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 One Million Dollars ($1,000,000) or more; 

(f) prompt written notice of an event that has a Material Adverse Effect on the value of any Material Intangible Asset; 

(g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis
for the current year and on an annual basis for the subsequent year; 
 (h) promptly (but in any event within ten (10) days of any
request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time
to time reasonably request; 
 (i) together with the monthly financial statements described in (a) above, a duly completed Compliance
Certificate signed by a Responsible Officer setting forth calculations showing monthly cash and cash equivalents of Borrowers, Borrowers and their Consolidated Subsidiaries, and the Excluded Subsidiaries and compliance with the financial covenants
set forth in this Agreement. 
 (j) Reserved. 

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

(i) any development and/or manufacturing of any Product that is material to Borrowers’ business should cease; 

(ii) the marketing or sales of a Product, which is material to Borrowers’ business, should cease or such Product should be
withdrawn in a material quantity from the marketplace; 
 (iii) any Governmental Authority provides any Borrower or any
Subsidiary with written notice of the threatened or actual revocation, termination or suspension of any Regulatory Required Permit the loss of which would be reasonably expected to result in a Material Adverse Effect; 

(iv) any Regulatory Required Permit, the loss of which could be reasonably expected to result in a Material Adverse Effect, has
been revoked or withdrawn; 
 (v) any Governmental Authority, including without limitation the FDA, the Office of the
Inspector General of HHS or the United States Department of Justice, has commenced (A) any action against a Credit Party or a Subsidiary thereof that could be reasonably expected to have a Material Adverse Effect, or (B) any action to
enjoin a Credit Party or a Subsidiary thereof from conducting their businesses at any facility owned or used by them or for any material civil penalty, injunction, seizure or criminal action; 

  
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 (vi) receipt by Borrower or any Subsidiary thereof from the FDA of a warning
letter, “untitled letter,” other written correspondence or written notice setting forth alleged material violations of laws and regulations enforced by the FDA, or any comparable written correspondence from any state or local authority
responsible for regulating medical device products, or any comparable written correspondence from any foreign Governmental Authority exercising authority comparable to the FDA alleging material noncompliance with any applicable Healthcare Laws the
result of which would be reasonably expected to result in a Material Adverse Effect; 
 (vii) any material failures in the
manufacturing of any material Product have occurred such that the amount of such Product successfully manufactured in accordance with all specifications thereof shall materially decrease; or 

(viii) any Borrower or any Subsidiary thereof engaging in any material Recalls, Market Withdrawals, or other forms of product
retrieval from the marketplace of any Products (other than discrete batches or lots that are not material in quantity or amount and are not made in conjunction with a larger recall) (each of the events set forth in clauses (i)-(viii) a
“Regulatory Reporting Event”); 
 (m) promptly after the request by any Lender, all documentation and other information
that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act; and 

(n) promptly, but in any event within ten (10) Business Days, after any Responsible Officer of any Borrower obtains knowledge of
the occurrence of any event or change (including, without limitation, any written notice of any violation of applicable Healthcare Laws) that has resulted or would reasonably be expected to result in, either in any case or in the aggregate, a
Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or
change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto. 
 Borrower may deliver any
of the documents set forth in clauses (a), (c) and (d) of this Section 4.1 by posting such documents on Borrower’s website or to the SEC’s EDGAR system, and such documents shall be deemed to have been delivered on the date on
which Borrower posts such documents. 
 Section 4.2 Payment and Performance of Obligations. Each Borrower (a) will pay and
discharge, and cause each Subsidiary to pay and discharge, on a timely basis as and when due, all of their respective obligations and liabilities, except for such obligations and/or liabilities (i) that may be the subject of a Permitted
Contest, and (ii) the nonpayment or nondischarge of which could not reasonably be expected to have a Material Adverse Effect or result in a Lien against any Collateral, except for Permitted Liens, (b) without limiting anything contained in
the foregoing clause (a), pay all amounts due and owing in respect of Taxes (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 the subject of a Permitted Contest and except as the nonpayment of such amounts is less than $100,000 in the aggregate


  
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at any one time outstanding, (c) will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, appropriate reserves for the accrual of all of their respective obligations
and liabilities, and (d) will not breach or permit any Subsidiary to breach, or permit to exist any default under, the terms of any lease, commitment, contract, instrument or obligation to which it is a party, or by which its properties or
assets are bound, except for such breaches or defaults which could not reasonably be expected to have a Material Adverse Effect. 

Section 4.3 Maintenance of Existence. Except as otherwise provided in Section 9.2(e), each Borrower will preserve, renew and
keep in full force and effect and in good standing, and will cause each Subsidiary to preserve, renew and keep in full force and effect and in good standing, (a) their respective existence; provided, however, that the foregoing shall not
prohibit any merger or consolidation, otherwise expressly permitted pursuant to this Agreement and (b) their respective rights, privileges and franchises necessary in the normal conduct of business, except, in the case of this clause (b), where
a failure to do so would not reasonably be expected to result in a Material Adverse Effect. 
 Section 4.4 Maintenance of Property;
Insurance. 
 (a) Each Borrower will keep, and will cause each Subsidiary to keep, all property useful and necessary in its business in
good working order and condition, ordinary wear and tear excepted. If all or any part of the tangible Collateral useful or necessary in its business becomes damaged or destroyed, each Borrower will, and will cause each Subsidiary to, promptly repair
and/or restore the affected Collateral in a good and workmanlike manner. 
 (b) Upon completion of any Permitted Contest, Borrowers shall,
and will cause each Subsidiary to, promptly pay the amount due, if any, and deliver to Agent proof of the completion of the contest and payment of the amount due, if any. 

(c) Each Borrower will maintain (i) casualty insurance on all real and personal property on an all risks basis (including the perils of
windstorm), covering the repair and replacement cost of all such property and coverage, business interruption and rent loss coverages with extended period of indemnity (for the period required by Agent from time to time) and indemnity for extra
expense, in each case without application of coinsurance and with agreed amount endorsements, (ii) general and professional liability insurance (including products/completed operations liability coverage), and (iii) such other insurance
coverage, in each case against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other
Persons; provided, however, that, unless otherwise agreed by Agent in writing, in no event shall such insurance be in amounts or with coverage less than, or with carriers with qualifications inferior to, any of the insurance or
carriers in existence as of the Closing Date (or required to be in existence after the Closing Date under a Financing Document). All such insurance shall be provided by insurers having an A.M. Best policyholders rating reasonably acceptable to
Agent. 
 (d) On or prior to the Closing Date, and at all times thereafter, each Borrower will cause Agent to be named as an additional
insured, assignee and lender loss payee (which shall include, as applicable, identification as mortgagee), as applicable, on each insurance policy required to be maintained pursuant to this Section 4.4 pursuant to endorsements in form and
substance acceptable to Agent. Borrowers shall deliver to Agent and the Lenders (i) on the Closing Date, a certificate from Borrowers’ insurance broker dated such date showing the amount of coverage as of such date, and that such policies
will include effective waivers (whether under the terms of any such policy or otherwise) by the insurer of all claims for insurance premiums against all loss payees and additional insureds and all rights of subrogation against all loss payees and
additional insureds, and that if all or any part of such 

  
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policy is canceled, terminated or expires, will endeavor to 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 (ten (10) days for nonpayment of premium) after receipt by each additional insured, assignee and loss payee of written notice thereof, (ii) on an annual
basis, and upon the request of any Lender through Agent from time to time full information as to the insurance carried, (iii) within five (5) days of receipt of notice from any insurer, a copy of any notice of cancellation, nonrenewal or
material change in coverage from that existing on the date of this Agreement, (iv) forthwith, notice of any cancellation or nonrenewal of coverage by any Borrower, and (v) at least ten (10) Business Days prior to expiration of any
policy of insurance, evidence of renewal of such insurance upon the terms and conditions herein required. 
 (e) In the event any Borrower
fails to provide Agent with evidence of the insurance coverage required by this Agreement, Agent may purchase insurance at Borrowers’ expense to protect Agent’s interests in the Collateral. This insurance may, but need not, protect such
Borrower’s interests. The coverage purchased by Agent may not pay any claim made by such Borrower or any claim that is made against such Borrower in connection with the Collateral. Such Borrower may later cancel any insurance purchased by
Agent, but only after providing Agent with evidence that such Borrower has obtained insurance as required by this Agreement. If Agent purchases insurance for the Collateral, Borrowers will be responsible for the documented 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. Such documented 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 a material portion of the assets of any such Person in favor of any Governmental Authority. 
 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 the sole cost of the applicable Borrower or any applicable Subsidiary, representatives of Agent and of any Lender to visit and inspect any of
their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective operations and the Collateral, to evaluate and make physical
verifications and appraisals of the Inventory and other Collateral in any commercially reasonable manner and through any commercially reasonable medium that Agent considers advisable, to verify the amount and age of the Accounts, the identity and
credit of the respective Account Debtors, to review the billing practices of Borrowers and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may
reasonably be desired. In the absence of an Event of Default, Agent or any Lender exercising any rights pursuant to this Section 4.6 shall give the applicable Borrower or any applicable Subsidiary commercially reasonable prior notice
(a) during normal business hours, and (b) not more than twice per calendar year at the Borrower’s expense and the aggregate amount Borrowers shall be required to pay in respect of such audits and inspections in any calendar year shall
not exceed $75,000 in the aggregate under this Agreement and the Affiliated Credit Agreement; provided, however, that the restrictions set forth in clauses (a)-(b) shall not apply during the existence and continuance of any Event of
Default. No notice shall be required during the existence and continuance of any Default or any time during which Agent reasonably believes a Default exists. 

  
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 Section 4.7 Use of Proceeds. Borrowers shall use the proceeds of the Loans
solely for (a) transaction fees incurred in connection with the Financing Documents 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 [Reserved]. 

Section 4.9 Notices of Material Contracts, Litigation and Defaults. 

(a) (i) Borrowers shall promptly (but in any event within five (5) Business Days) provide written notice to Agent after any Borrower or
Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Borrower shall provide, together with the next quarterly Compliance Certificate required to be delivered
under this Agreement, written notice to Agent after any Borrower or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and
shall, upon request of Agent, promptly provide Agent a copy thereof. 
 (b) Borrowers shall promptly (but in any event within ten
(10) days) provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in each case, in writing) against Borrowers or other Credit Party which if determined adversely to such Borrower or other
Credit Party, would reasonably be expected to have a Material Adverse Effect with respect to such Borrower or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) of
any strikes or other labor disputes pending or, to any Borrower’s knowledge, threatened in writing against any Credit Party, if such strike or labor dispute would reasonably be expected to have a Material Adverse Effect, (iii) if there is
any infringement or written claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other
Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others that could reasonably be expected to have a Material Adverse Effect, (iv) of all returns, recoveries, disputes and claims
that involve more than $1,000,000, and (v) any change of Borrower’s chief executive officer or chief financial officer. Borrowers shall promptly (but in any event within five (5) Business Days) provide written notice to Agent upon any
Borrower becoming aware of the existence of any Default or Event of Default. Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of 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 and any notice given in respect of a Regulatory Reporting Event. From the date hereof and continuing through the
termination of this Agreement, Borrower shall, and shall cause each Credit Party to, use commercially reasonable efforts 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. 

  
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 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 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
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 reasonably 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 Affiliated 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 Original Closing Date), and (ii) unless Agent shall agree otherwise in writing, cause all Subsidiaries of Borrowers to be
jointly and severally obligated with the other Borrowers under all covenants and obligations under this Agreement, including the obligation to repay the Obligations. 

(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) Upon the request of Agent, Borrowers shall use commercially reasonable efforts to obtain a landlord’s agreement or mortgagee
agreement, as applicable, from the lessor of each leased property or mortgagee of owned property with respect to its headquarters location and any other business location where Collateral with an aggregate value in excess of $500,000 is stored or
located, which agreement or letter shall be reasonably satisfactory in form and substance to Agent. Borrowers shall timely and fully pay and perform its material 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. 
 (d) Borrower shall provide Agent with at least ten
(10) Business Days (or such shorter period as Agent may accept in its reasonable 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 within ten (10) Business Days (i) pledge, have pledged or cause or have caused to be pledged to Agent


  
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pursuant to a pledge agreement in form and substance satisfactory to Agent, all of the outstanding shares of equity interests or other equity interests of such Subsidiary (to the extent not
constituting Excluded Property) owned directly or indirectly by any Borrower, along with undated stock or equivalent powers for such certificates, executed in blank; (ii) unless Agent shall agree otherwise in writing, cause the new Subsidiary
(other than any Excluded Subsidiary) to take such other actions (including entering into or joining any Security Documents) as are necessary or advisable in the reasonable opinion of Agent in order to grant Agent, acting on behalf of the Lenders, a
first priority Lien (subject to the Affiliated Intercreditor Agreement) on all real and personal property (other than Excluded Property) of such Subsidiary in existence as of such date and in all after acquired property, which first priority Liens
are required to be granted pursuant to this Agreement; (iii) unless Agent shall agree otherwise in writing, cause such new Subsidiary (other than any Excluded 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 reasonably 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 authorizing 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 Agent, in each case, in form and substance reasonably satisfactory to Agent. 
 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, following the occurrence and continuation of an Event of Default: (a) endorse the name of
Borrowers upon any and all checks, drafts, money orders, and other instruments for the payment of money that are payable to Borrowers and constitute collections on Borrowers’ Accounts; (b) so long as Agent has provided not less than three
(3) Business Days’ prior written notice to Borrower to perform the same and Borrower has failed to take such action, execute in the name of Borrowers any schedules, assignments, instruments, documents, and statements that Borrowers are
obligated to give Agent under this Agreement; (c) take any action Borrowers are required to take under this Agreement; (d) so long as Agent has provided not less than three (3) Business Days’ prior written notice to Borrower to
perform the same and Borrower has failed to take such action, do such other and further acts and deeds in the name of Borrowers that Agent may deem necessary or desirable to enforce any Account or other Collateral or perfect Agent’s security
interest or Lien in any Collateral; and (e) do such other and further acts and deeds in the name of Borrowers that Agent may deem necessary or desirable to enforce its rights with regard to any Account or other Collateral. This power of
attorney shall be irrevocable and coupled with an interest. 

  
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 Section 4.14 Reserved. 

Section 4.15 Schedule Updates. Borrower shall, in the event of any information in the Schedules (other than Schedules required to
be delivered solely on the Closing Date) becoming inaccurate, incomplete or misleading, deliver to Agent, together with the next quarterly Compliance Certificate required to be delivered under this Agreement after such event a proposed update to the
Schedules correcting all outdated, inaccurate, incomplete or misleading information; provided that updates to Schedule 3.19 shall be required only on such dates as are provided in Section 4.16 and updates to Schedule 4.17
shall be required only on such dates as are required pursuant to Section 4.17(e). 
 Section 4.16 Intellectual Property and
Licensing. 
 (a) Together with each Compliance Certificate required to be delivered pursuant to Section 4.1 with respect to the
months ending on June 30th and December 31st of each year, to the extent (A) Borrower acquires and/or registers any new Registered
Intellectual Property, (B) Borrower enters into or becomes bound by any additional in-bound license or sublicense agreement that is material to Borrower’s business or any additional exclusive out-bound license or sublicense agreement (excluding agreements for in-bound licenses for
(a) off-the-shelf software or services that are commercially available to the public, and (b) open source software), or (C) there occurs (i) any
other material change in the registration status of Borrower’s Registered Intellectual Property or (ii) any termination of any in-bound license or sublicense agreement that is material to
Borrower’s business or any exclusive out-bound license or sublicense agreement (excluding agreements for in-bound licenses for (a) off-the-shelf software or services that are commercially available to the public, and (b) open source software) listed on Schedule 3.19, deliver to Agent an updated Schedule
3.19 reflecting such updated information; provided, that in the case of clause (i) above, for the first three quarters of each fiscal year, Borrower shall be required to provide information regarding such new Registered Intellectual
Property solely to the extent it is registered in North America. 
 (b) If Borrower obtains any Registered Intellectual Property, Borrower
shall execute such documents and provide such other information (including, without limitation, copies of applications) and take such other actions as Agent shall reasonably request to perfect and maintain a first priority perfected security
interest in favor of Agent, for the ratable benefit of Lenders, in such Registered Intellectual Property. 
 (c) [Reserved]. 

(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
Material Intangible Assets owned by Borrower, (ii) promptly advise Agent in writing if Borrower discovers of material infringements of Material Intangible Assets owned by Borrower by a third party, or if Borrower receives a material written
claim of infringement by Borrower on the Intellectual Property rights of others, in each case where such infringement would be reasonably expected to have a Material Adverse Effect; and (iii) not allow any of Material Intangible Assets owned by
Borrower to be abandoned, invalidated, forfeited or dedicated to the public or to become unenforceable. Borrower shall not become a party to, nor become bound by, any material license or other agreement with respect to which Borrower is the licensee
that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or other property (other than pursuant to reasonable and customary anti-assignment provisions). 

  
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 Section 4.17 Regulatory Reporting and Covenants. 

(a) Borrowers shall have, and shall ensure that it and each of its Subsidiaries has, each material Permit and other material rights from, and
have made all material declarations and filings with, all applicable Governmental Authorities, all self-regulatory authorities and all courts and other tribunals necessary to engage in all material respects in the ownership, management and operation
of the business or the assets of any Borrower except where failure to do so would not reasonably be expected to have a Material Adverse Effect. Borrower shall ensure that all 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 failure to be in such compliance or for a Permit to be valid and in full force and effect would not reasonably be expected to have a Material Adverse Effect. 

(b) Borrowers 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, except where failure to do so would not
reasonably be expected to have a Material Adverse Effect. 
 (c) If, after the Closing Date, Borrowers determine to sell or market any new
Product commercially (excluding for the avoidance of doubt any revisions to the Borrower’s existing Products) that could be reasonably expected to generate at least $1,000,000 per year in Net Revenue, Borrowers shall deliver, together with
delivery of the next Compliance Certificate, an updated Schedule 4.17 reflecting updates related to such determination (which shall also include a brief description of such Product). 

Section 4.18 Board Observation Rights. 

Agent and/or its designees (including any Lender) shall have the right, on behalf of itself and/or the other Lenders, to: (a) receive
notice of all meetings (both regular and special) of the board of directors (or other comparable body) and/or the equity holders of each Credit Party, and each committee of any such board of directors (or other comparable body) (such notice to be
delivered or mailed to Agent as specified in this Agreement at the same time as notice is given to the members of any such board of directors (or other comparable body) and/or committee and/or equity holders); (b) be entitled to attend all such
meetings (telephonically or in person, at Agent’s or its designee’s discretion) in a nonvoting capacity; and (c) receive all notices, information, reports and minutes of meetings, which are furnished (or made available) to the members
of any such board of directors (or other comparable body) and/or committee and/or equity holders at the same time and in the same manner as the same is furnished (or made available) to such members. Each Credit Party shall provide Agent or its
applicable designees with a copy of any action that is taken by such board of directors (or other comparable body) and/or committee by written consent in lieu of a meeting not later than ten (10) Business Days after it has been signed by a
sufficient number of signatories to make it effective. Agent or, as applicable, Agent’s designees shall not constitute a member of any such board of directors (or other comparable body) and/or committee and shall not be entitled to vote on any
matters presented at meetings of any such board of directors (or other comparable body) and/or committee or to consent to any matter as to which the consent of any such board of directors (or other comparable body) and/or committee shall have been
requested. Notwithstanding the foregoing, Agent, and or its designee may be excluded from receiving any such information and materials (or the relevant portions thereof) or from attending such meetings (or the relevant portions thereof) pursuant to
this Section 4.18 to avoid a conflict of interest, to protect attorney-client privilege or with respect to highly confidential information. 

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

Section 5.3 Distributions. No Borrower will, or will permit any Subsidiary to, directly or indirectly, declare, order, pay, make
or set apart any sum for any Distribution, except for Permitted Distributions. 
 Section 5.4 Restrictive Agreements. No
Borrower will, or will permit any Subsidiary to, directly or indirectly (a) enter into or assume any agreement (other than the Financing Documents, the Affiliated Financing Documents, and any agreements for purchase money debt permitted under
clause (c) of the definition of Permitted Debt) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or (b) create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind (except as provided by the Financing Documents 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) 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 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 in a manner prohibited by the applicable Subordination Agreement. 
 Section 5.6
Consolidations, Mergers and Sales of Assets. No Borrower will, or will permit any Subsidiary to, directly or indirectly (a) consolidate or merge or amalgamate with or into any other Person other than (i) consolidations or mergers
among Borrowers so long as a Borrower is the surviving entity and, in any consolidation or merger involving Sight Sciences, Sight Sciences is the surviving entity, (ii) consolidations or mergers among a Guarantor and a Borrower so long as the
Borrower is the surviving entity, (iii) consolidations or mergers among Guarantors where a Guarantor is the surviving entity, and (iv) consolidations or mergers among Subsidiaries that are not Credit Parties, or (b) consummate any
Asset Dispositions other than Permitted Asset Dispositions. 

  
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 Section 5.7 Purchase of Assets, Investments. No Borrower will, or will permit
any Subsidiary to, directly or indirectly (a) acquire, make or own any Investment other than Permitted Investments, (b) without limiting clause (a), acquire any assets other than in the Ordinary Course of Business or as permitted under the
definition of Permitted Investments; or (c) engage in any joint venture or partnership with any other Person other than as permitted by clause (m) of Permitted Investment. Without limiting the foregoing, no Credit Party shall, nor will any
Credit Party permit any Subsidiary to, purchase or carry Margin Stock. 
 Section 5.8 Transactions with Affiliates. No Borrower
will, or will permit any Subsidiary to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of any Borrower except
for (a) transactions otherwise disclosed on Schedule 5.8 on the Closing Date, (b) Permitted Distributions, (c) transactions among the Credit Parties and their Subsidiaries that are expressly permitted by the
Financing Documents, (d) customary indemnification arrangements and normal and reasonable compensation (including equity-based compensation), benefits and reimbursement of expenses of, and other employment arrangements with, employees, officers
and directors in the Ordinary Course of Business, (e) debt and equity financing transactions otherwise permitted pursuant to the terms of this Agreement and entered into with Affiliates on commercially reasonable terms approved by the
applicable Borrower’s or Subsidiary’s board of directors, and (f) transactions entered into and 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. 
 Section 5.9 Modification of Organizational Documents. No
Borrower will, or will permit any Subsidiary to, directly or indirectly, amend or otherwise modify any Organizational Documents of such Person, except for Permitted Modifications. 

Section 5.10 Modification of Certain Agreements. No Borrower will, or will permit any Subsidiary to, directly or indirectly, amend
or otherwise modify any Material Contract, which amendment or modification in any case: (i) is contrary to the terms of this Agreement or any other Financing Document; (ii) could reasonably be expected to materially adversely effect the
rights, interests or privileges of Agent or the Lenders or their ability to enforce the same; or (iii) without the prior written consent of Agent, amend or otherwise modify any Affiliated Financing Document as required pursuant to the pursuant
to the Affiliated Intercreditor Agreement. 
 Section 5.11 Conduct of Business. No Borrower will, or will permit any Subsidiary
to, directly or indirectly, (a) 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 or complimentary thereto, or
(b) other than in the Ordinary Course of Business, change its normal billing payment and reimbursement policies and procedures with respect to its Accounts (including, without limitation, the amount and timing of finance charges, fees and
write-offs). 
 Section 5.12 Reserved. 

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

  
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 Section 5.14 Deposit Accounts and Securities Accounts; Payroll and Benefits
Accounts. 
 (a) No Borrower will, or will permit any Subsidiary 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. Without limiting the foregoing, except for Excluded Accounts, no Borrower will permit any Deposit
Account or Securities Account of any Credit Party to exist unless such Deposit Account or Securities Account is subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable. 

(b) Borrowers represent and warrant that Schedule 5.14 lists all of the Deposit Accounts and Securities Accounts of
each Borrower as of the Closing Date and on each other date such schedule is required to be updated pursuant to Section 4.15. The provisions of this Section 5.14 requiring Deposit Account Control Agreements shall not apply to
(i) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrowers’ employees and identified to Agent by Borrowers as such, (ii) other petty cash deposit
accounts holding deposits in an amount not in excess of $100,000 in the aggregate with respect to all such deposit accounts, (iii) segregated Deposit Accounts holding only cash and cash equivalents in an amount that is necessary to secure the
L/C Obligations outstanding at such time and, in any event, not containing cash or cash equivalents greater than an amount equal to 105% of the outstanding LC Obligations at any time and (iv) Deposit Accounts of any Excluded Subsidiary in each
case, subject to the restrictions of Section 5.18 (clauses (i)-(iv), collectively, “Excluded Accounts”). 
 (c) At all
times that any Obligations or Affiliated Obligations 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; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the next two
(2) immediately succeeding payroll, payroll tax or benefit payments (or such minimum amounts as may be required by any requirement of Law with respect to such accounts). 

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 their 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
contracts or other agreements with any Blocked Person or any Person listed on the OFAC Lists. Each Borrower shall immediately notify Agent if such Borrower has knowledge that any Borrower, any additional Credit Party or any of their respective
Affiliates or agents acting or benefiting in any capacity in connection with the transactions contemplated by this Agreement is or becomes a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or
(d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering. No Borrower will, or will permit any Subsidiary to, directly or indirectly, (i) conduct any business or engage in any transaction
or dealing with any Blocked Person, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction
relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids,
or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order No. 13224 or other Anti-Terrorism Law. 

  
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 Section 5.16 Change in Accounting. No Borrower shall, and no Borrower shall
suffer or permit any of its Subsidiaries to, without the prior written consent of Agent, (i) make any significant change in accounting treatment or reporting practices, except as required by GAAP or (ii) change the fiscal year or method
for determining fiscal quarters of any Credit Party or of any consolidated Subsidiary of any Credit Party. 
 Section 5.17 [Reserved].

 Section 5.18 Excluded Subsidiaries; Joint Ventures. 

(a) Borrowers shall not, at any time, permit the aggregate amount of cash and cash equivalents held by Excluded Subsidiaries (collectively) to
exceed ten percent (10%) of the Borrower Consolidated Unrestricted Cash at such time. 
 (b) No Credit Party shall make any Asset
Disposition to or Investment in any Excluded Subsidiary or any joint venture entity other than Investments of cash and Cash Equivalents permitted to be made pursuant to the definition of “Permitted Investment”. 

(c) No Borrowers will permit any Excluded Subsidiary or any other entity which is not a Credit Party to commingle any of its assets (including
any bank accounts, cash or cash equivalents) with the assets of a Credit Party. 
 ARTICLE 6 - FINANCIAL COVENANTS 

Section 6.1 Minimum Net Revenue. Borrower shall not permit its consolidated Net Revenue for any Defined Period, as tested monthly
on the last day of the applicable Defined Period (each such date, a “Testing Date”), to be less than the minimum amount set forth on Schedule 6.1 for such Testing Date. A breach of a financial covenant contained in this
Section 6.1 shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified Defined Period, regardless of when the financial statements reflecting such breach are delivered to Agent. 

Section 6.2 Evidence of Compliance. Borrowers shall furnish to Agent, as required by Section 4.1, a Compliance Certificate as
evidence of (x) the monthly cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, (y) as applicable, of Borrowers’ compliance with the covenants in this Article, and (z) that no Event of
Default specified in this Article has occurred and is continuing. The Compliance Certificate shall include, without limitation, (a) a statement and report, in form and substance reasonably satisfactory to Agent, detailing Borrowers’
calculations, and (b) if requested by Agent, back-up documentation (including, without limitation, bank statements, invoices, receipts and other evidence of costs incurred during such month as Agent shall
reasonably require) evidencing the propriety of the calculations. 
 ARTICLE 7 - CONDITIONS 

Section 7.1 Conditions to Closing. The obligation of each Lender to make the initial Loans on the Closing Date shall be subject to
the receipt by Agent of each agreement, document and instrument set forth on the closing checklist 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 reasonable satisfaction of Agent and Lenders: 
 (a)
the receipt by Agent of executed counterparts of this Agreement, the other Financing Documents and the Affiliated Financing Documents; 

  
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 (b) the payment of all fees, expenses and other amounts due and payable under each Financing
Document; and 
 (c) since December 31, 2019, the absence of any Material Adverse Effect. 

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. 

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

 (b) the fact that, immediately before and after such advance or issuance, no Default or Event of Default shall have occurred and be
continuing; 
 (c) the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true,
correct and complete in all material respects on and as of the date of such borrowing, except to the extent that any such representation or warranty relates to an earlier date, in which case such representation or warranty shall be true and correct
in all material respects as of such earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text
thereof; and 
 (d) the absence of any fact, event, or circumstance that would reasonably be expected to result in a Material Adverse
Effect. 
 Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loan made hereunder
shall be deemed to be (y) a representation and warranty by each Borrower on the date of such notice or acceptance as to the facts specified in this Section, and (z) a restatement by each Borrower that each and every one of the
representations made by it in any of the Financing Documents is true and correct as of such date in all material respects (except to the extent that such representations and warranties expressly relate solely to an earlier date), provided
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. 

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 reasonably satisfactory to Agent,
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 (or such
later date as Agent may agree in its sole discretion), each of which shall be completed or provided in form and substance reasonably satisfactory to Agent. 

ARTICLE 8 – RESERVED 

ARTICLE 9 - SECURITY AGREEMENT 

Section 9.1 Generally. As security for the payment and performance of the Obligations, and for the payment and performance of all
obligations under the Affiliated Financing Documents (if any) and without limiting any other grant of a Lien and security interest in any Security Document, each Borrower hereby assigns, grants and pledges to Agent, for the benefit of itself and
Lenders, subject only to the Affiliated Intercreditor Agreement, a continuing first priority Lien on and security interest in, upon, and to the property set forth on Schedule 9.1 attached hereto and made a part hereof. 

Section 9.2 Representations and Warranties and Covenants Relating to Collateral. 

(a) The security interest granted pursuant to this Agreement constitutes a valid and, to the extent such security interest is required to be
perfected by this Agreement and any other Financing Document, continuing perfected security interest in favor of Agent in all Collateral subject, for the following Collateral, to the occurrence of the following: (i) in the case of all
Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule 9.2(b) (which, in the case of all filings and other documents
referred to on such schedule, have been delivered to Agent in completed and duly authorized form), (ii) with respect to any Deposit Account, the execution of Deposit Account Control Agreements, (iii) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of a contractual obligation granting control to Agent over such letter-of-credit rights, (iv) in the case of electronic chattel paper, the completion of all steps necessary to grant control to Agent over such electronic chattel paper,
(v) in the case of all certificated stock, debt instruments and investment property, the delivery thereof to Agent of such certificated stock, debt instruments and investment property consisting of instruments and certificates, in each case
properly endorsed for transfer to Agent or in blank, (vi) in the case of all investment property not in certificated form, the execution of control agreements with respect to such investment property and (vii) in the case of all other
instruments and tangible chattel paper that are not certificated stock, debt instructions or investment property, the delivery thereof to Agent of such instruments and tangible chattel paper. Such security interest shall be prior to all other Liens
on the Collateral except for Permitted Liens. Except to the extent not required pursuant to the terms of this Agreement, all actions by each Credit Party necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have
been duly taken. 
 (b) Schedule 9.2(b) sets forth (i) each chief executive office and principal place of
business of each Borrower and each of their respective Subsidiaries, and (ii) all of the addresses (including all warehouses) at which any of the Collateral is located and/or books and records of Borrowers regarding any Collateral are kept,
which such Schedule 9.2(b) 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, consignment location, processor location, etc.) and the name and address of the third party owning and/or operating such location. 

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

(d) As of the Closing Date, except as set forth on Schedule 9.2(d), no Borrower has any ownership interest in any Chattel Paper (as
defined in Article 9 of the UCC), letter of credit rights, commercial tort claims, Instruments, documents or investment property (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 for the last month
of a fiscal quarter) upon the acquisition by any Borrower of any such Chattel Paper, letter of credit rights, commercial tort claims, Instruments, documents, investment property. Subject to the terms of the Affiliated Intercreditor Agreement, no
Person other than Agent or (if applicable) any Lender has “control” (as defined in Article 9 of the UCC) over any Deposit Account (other than any Excluded Account), investment property (including Securities Accounts and commodities
account), letter of credit rights or electronic chattel paper in which any Borrower has any interest (except for such control arising by operation of law in favor of any bank or securities intermediary or commodities intermediary with whom any
Deposit Account, Securities Account or commodities account of Borrowers is maintained). 
 (e) Borrowers shall not, and shall not permit any
Credit Party to, take any of the following actions or make any of the following changes unless Borrowers have given at least ten (10) Business 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; provided that in no event shall a Borrower organized under the laws of the United States or any state thereof be reorganized under the laws of a jurisdictions other than
the United States or any state thereof, or (iii) change its chief executive office, principal place of business, or the location of its books and records or move any Collateral to or place any Collateral with an aggregate value in excess of
$500,000 on any location that is not then listed on the Schedules and/or establish any business location at any location that is not then listed on the Schedules. 

  
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 (f) Borrowers shall not adjust, settle or compromise the amount or payment of any Account,
or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other than adjustments, settlements, compromises, credits and discounts in the Ordinary Course of Business, made while no 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. 
 (g) Without limiting the generality of Sections 9.2(c) and 9.2(e): 

(i) Subject to the terms and conditions of the Affiliated Intercreditor Agreement, Borrowers shall deliver to Agent all
tangible Chattel Paper and all Instruments and documents owned by any Borrower and constituting part of the Collateral with an aggregate value in excess of $1,000,000 duly endorsed and accompanied by duly executed instruments of transfer or
assignment, all in form and substance reasonably satisfactory to Agent. Borrowers shall provide Agent with “control” (as defined in Article 9 of the UCC) of all electronic Chattel Paper with a value in excess of $1,000,000 in the
aggregate for all such electronic Chattel Paper owned by any Borrower and constituting part of the Collateral by having Agent identified as the assignee on the records pertaining to the single authoritative copy thereof and otherwise complying with
the applicable elements of control set forth in the UCC. Borrowers also shall deliver to Agent all security agreements securing any such Chattel Paper and securing any such Instruments. 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 with a face value in excess of $1,000,000 on which any Borrower is the beneficiary and which give rise to letter of credit rights owned by such Borrower which constitute part of the Collateral in each case duly
endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Agent. Borrowers shall take any and all actions as may be necessary or desirable, or that Agent may request, from time to
time, to cause Agent to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit rights in a manner acceptable to Agent. 

(iii) Borrowers shall promptly notify Agent upon any Borrower becoming aware that it has any interests in any commercial tort
claim in excess of $1,000,000 that constitutes part of the Collateral, which such notice shall include descriptions of the events and circumstances giving rise to such commercial tort claim and the dates such events and circumstances occurred, the
potential defendants with respect such commercial tort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Borrowers shall, with respect to any such commercial tort claim, execute and deliver to
Agent such documents as Agent shall request to perfect, preserve or protect the Liens, rights and remedies of Agent with respect to any such commercial tort claim. 

(iv) Without limiting Section 4.11(c), except for Accounts and Inventory in an aggregate amount of $1,000,000, 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 shall at any time be located at any leased location or in the possession or control of any warehouse, consignee,
bailee or any of Borrowers’ agents or processors, without prior written notice to Agent 

  
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and Borrowers’ use of commercially reasonable efforts to obtain receipt by Agent, of warehouse receipts, consignment agreements, 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(b). Borrowers shall, upon the reasonable request of Agent, notify any such landlord, warehouse, consignee, 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, without limiting the first sentence of this clause (iv), shall use commercially reasonable efforts to 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 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 with a value greater than $1,000,000 in the aggregate 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 (including an indication of the collateral covered by any such financing statement as “all assets” of such Borrower now owned or hereafter
acquired), in such jurisdictions as Agent from time to time determines are appropriate, and to file without the signature of such Borrower any continuations of or corrective amendments to any such financing statements, in any such case in order for
Agent to perfect, preserve or protect the Liens, rights and remedies of Agent with respect to the Collateral. Each Borrower also ratifies its authorization for Agent to have filed in any jurisdiction any initial financing statements or amendments
thereto if filed prior to the date hereof. 
 (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 reasonable request of Agent,
Borrowers shall take such steps as may be necessary, or that Agent may reasonably 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 any other information, reports or evidence concerning the Collateral as Agent may reasonably request from time to time. 

  
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 (h) Any obligation of any Credit Party in this Agreement that requires (or any
representation or warranty hereunder to the extent that it would have the effect of requiring) delivery of Collateral (including any endorsements related thereto) to, or the possession of Collateral with, Agent shall be deemed to have complied with
and satisfied (or, in the case of any representation or warranty hereunder, shall be deemed to be true) if such delivery of Collateral is made to, or such possession of Collateral is with, the Affiliated Financing Agent. 

ARTICLE 10 - EVENTS OF DEFAULT 

Section 10.1 Events of Default. For purposes of the Financing Documents, the occurrence of any of the following conditions and/or
events, whether voluntary or involuntary, by operation of law or otherwise, shall constitute an “Event of Default”: 
 (a)
(i) any Credit Party shall fail to pay when due (x) any scheduled principal, interest, premium or fee under any Financing Document or (y) any other amount payable under any Financing Document within three (3) Business Days after such
amount is due or declared due in accordance with the terms of this Agreement or under any Financing Document or (ii) there shall occur any default in the performance of or compliance with any of the following sections or articles of this
Agreement: Section 4.1, Section 4.2(b), Section 4.4(c), Section 4.6, Section 4.9, Section 4.16, Section 4.17, Section 4.18, Article 5, Article 6, or Section 7.4; 

(b) any Credit Party defaults in the performance of or compliance with any term contained in this Agreement or in any other Financing Document
(other than occurrences described in other provisions of this Section 10.1 for which a different grace or cure period is specified or for which no grace or cure period is specified and thereby constitute immediate Events of Default) and such
default is not remedied by the Credit Party or waived by Agent within thirty (30) 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 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 $1,000,000 or having an aggregate
principal amount in excess of $1,000,000 to become or be declared due prior to its stated maturity, or (ii) 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; 

  
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 (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 sixty (60) 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 $500,000, (ii) a contribution failure occurs with respect to any Pension
Plan sufficient to give rise to a Lien under Section 303(k) of ERISA or Section 430(k) of the Code or an event occurs that 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 $500,000; 
 (h) one or more judgments or
orders for the payment of money (not paid or fully covered by insurance maintained in accordance with the requirements of this Agreement and as to which the relevant insurance company has not rejected coverage) aggregating in excess of $500,000
shall be rendered against any or all Credit Parties and either (i) enforcement proceedings shall have been commenced by any creditor upon any such judgments or orders, or (ii) there shall be any period of forty-five (45) 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 (other than any immaterial portion thereof), subject to no prior or equal Lien except Permitted Liens (other than as a result of any action or inaction of Agent or Required Lenders provided that such action or
inaction is not caused by any Credit Parties failure to comply with the terms of the Financing Documents), or any Credit Party shall so assert; 

(j) the institution by any Governmental Authority of non-frivolous criminal proceedings against any
Credit Party; 
 (k) an 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; 

  
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 (n) the occurrence of 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,
which, in each case, has had or could reasonably be expected to result in a Material Adverse Effect, (ii) the institution of any action or proceeding by any 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, or (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 FDA any other Governmental Authority which has or could
reasonably be expected to result in a Material Adverse Effect; 
 (p) the occurrence of any material defaults under or breaches of any
Material Contracts (after any applicable grace period contained therein) by any Credit Party, 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, if the loss of such Material Contract could reasonably be expected to result in a Material Adverse Effect; or 

(q) there shall occur any “Event of Default” (as defined in the Affiliated Credit Agreement) under the Affiliated Financing
Documents; 
 (r) the occurrence of a Change in Control; or 

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

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

  
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 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 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. 

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

(c) Without restricting the generality of the foregoing and for the purposes aforesaid, upon the occurrence and during the continuance of an
Event of Default, each Borrower hereby appoints and constitutes Agent its lawful attorney-in-fact with full power of substitution in the Collateral to (i) use
unadvanced funds remaining under this Agreement or which may be reserved, escrowed or set aside for any purposes hereunder at any time, or to advance funds in excess of the face amount of the Notes, (ii) pay, settle or compromise all existing
bills and claims, which may be Liens or security interests, or to avoid such bills and claims becoming Liens against the Collateral, (iii) execute all applications and certificates in the name of such Borrower and to prosecute and defend all
actions or proceedings in connection with the Collateral, and (iv) do any and every act which such Borrower might do in its own behalf; it being understood and agreed that this power of attorney in this subsection (c) shall be a power
coupled with an interest and cannot be revoked. 
 (d) Upon the occurrence and during the continuance of an Event of Default, subject to any
right of any third parties and/or any agreement between any Borrower and any third party to the extent not granted or entered into in contravention of the terms of this Agreement, Agent and each Lender is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrowers’ labels, rights of use of any name, any other Intellectual Property and advertising matter, and any similar property as it
pertains to the Collateral, in each case as owned by a Borrower, in completing production of, advertising for sale, and selling any Collateral and, in connection with Agent’s exercise of its rights under this Article, Borrowers’ rights
under all licenses (whether as licensor or licensee) and all franchise agreements inure to Agent’s and each Lender’s benefit. 

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 two percent (2.0%) 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. 

  
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 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 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. 

  
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 Section 10.8 Waivers. 

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

(b) Each Borrower for itself and all its successors and assigns, (i) agrees that its liability shall not be in any manner affected by any
indulgence, extension of time, renewal, waiver, or modification granted or consented to by Lender; (ii) consents to any indulgences and all extensions of time, renewals, waivers, or modifications that may be granted by Agent or any Lender with
respect to the payment or other provisions of the Financing Documents, and to any substitution, exchange or release of the Collateral, or any part thereof, with or without substitution, and agrees to the addition or release of any Borrower,
endorsers, guarantors, or sureties, or whether primarily or secondarily liable, without notice to any other Borrower and without affecting its liability hereunder; (iii) agrees that its liability shall be unconditional and without regard to the
liability of any other Borrower, Agent or any Lender for any tax on the indebtedness; and (iv) to the fullest extent permitted by law, expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be
provided, which would produce a result contrary to or in conflict with the foregoing. 
 (c) To the extent that Agent or any Lender may have
acquiesced in any noncompliance with any requirements or conditions precedent to the closing of the Loans or to any subsequent disbursement of Loan proceeds, such acquiescence shall not be deemed to constitute a waiver by Agent or any Lender of such
requirements with respect to any future disbursements of Loan proceeds and Agent may at any time after such acquiescence require Borrowers to comply with all such requirements. Any forbearance by Agent or Lender in exercising any right or remedy
under any of the Financing Documents, or otherwise afforded by applicable law, including any failure to accelerate the maturity date of the Loans, shall not be a waiver of or preclude the exercise of any right or remedy nor shall it serve as a
novation of the Notes or as a reinstatement of the Loans or a waiver of such right of acceleration or the right to insist upon strict compliance of the terms of the Financing Documents. Agent’s or any Lender’s acceptance of payment of any
sum secured by any of the Financing Documents after the due date of such payment shall not be a waiver of Agent’s and such Lender’s right to either require prompt payment when due of all other sums so secured or to declare a default for
failure to make prompt payment. The procurement of insurance or the payment of taxes or other Liens or charges by Agent as the result of an Event of Default shall not be a waiver of Agent’s right to accelerate the maturity of the Loans, nor
shall Agent’s receipt of any condemnation awards, insurance proceeds, or damages under this Agreement operate to cure or waive any Credit Party’s default in payment of sums secured by any of the Financing Documents. 

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

  
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 (e) Nothing contained herein or in any other Financing Document shall be construed as
requiring Agent or any Lender to resort to any part of the Collateral for the satisfaction of any of Borrowers’ obligations under the Financing Documents in preference or priority to any other Collateral, and Agent may seek satisfaction out of
all of the Collateral or any part thereof, in its absolute discretion in respect of Borrowers’ obligations under the Financing Documents. In addition, Agent shall have the right from time to time to partially foreclose upon any Collateral in
any manner and for any amounts secured by the Financing Documents then due and payable as determined by Agent in its sole discretion, including, without limitation, the following circumstances: (i) in the event any Borrower defaults beyond any
applicable grace period in the payment of one or more scheduled payments of principal and/or interest, Agent may foreclose upon all or any part of the Collateral to recover such delinquent payments, or (ii) in the event Agent elects to
accelerate less than the entire outstanding principal balance of the Loans, Agent may foreclose all or any part of the Collateral to recover so much of the principal balance of the Loans as Lender may accelerate and such other sums secured by one or
more of the Financing Documents as Agent may elect. Notwithstanding one or more partial foreclosures, any unforeclosed Collateral shall remain subject to the Financing Documents to secure payment of sums secured by the Financing Documents and not
previously recovered. 
 (f) To the fullest extent permitted by law, each Borrower, for itself and its successors and assigns, waives in the
event of foreclosure of any or all of the Collateral any equitable right otherwise available to any Credit Party which would require the separate sale of any of the Collateral or require Agent or Lenders to exhaust their remedies against any part of
the Collateral before proceeding against any other part of the Collateral; and further in the event of such foreclosure each Borrower does hereby expressly consent to and authorize, at the option of Agent, the foreclosure and sale either separately
or together of each part of the Collateral. 
 Section 10.9 Injunctive Relief. The parties acknowledge and agree that, in the
event of a breach or threatened breach of any Credit Party’s obligations under any Financing Documents, Agent and Lenders may have no adequate remedy in money damages and, accordingly, shall be entitled to an injunction (including, without
limitation, a temporary restraining order, preliminary injunction, writ of attachment, or order compelling an audit) against such breach or threatened breach, including, without limitation, maintaining any cash management and collection procedure
described herein. However, no specification in this Agreement of a specific legal or equitable remedy shall be construed as a waiver or prohibition against any other legal or equitable remedies in the event of a breach or threatened breach of any
provision of this Agreement. Each Credit Party waives, to the fullest extent permitted by law, the requirement of the posting of any bond in connection with such injunctive relief. By joining in the Financing Documents as a Credit Party, each Credit
Party specifically joins in this Section as if this Section were a part of each Financing Document executed by such Credit Party. 

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 other than Section 11.17. 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; (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). 

  
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 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 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 reasonable discretion, to
(a) release any Lien granted to or held by Agent under any Security Document (i) upon termination of the Term Loan Commitment and payment in full of all Obligations (other than contingent indemnification obligations for which no claim has
been asserted or the known existence of a claim is reasonably likely to be asserted); or (ii) constituting property sold or disposed of as part of or in connection with any disposition permitted under any Financing Document (it being understood
and agreed that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition of property being made in full compliance with the provisions of the Financing Documents); and
(b) subordinate any Lien granted to or held by Agent under any Security Document to a Permitted Lien that is allowed to have priority over the Liens granted to or held by Agent pursuant to the definition of “Permitted Liens”. Upon
request by Agent at any time, Lenders will confirm Agent’s authority to release and/or subordinate particular types or items of Collateral pursuant to this Section 11.9. 

Section 11.10 Agency for Perfection. Agent and each Lender hereby appoint each other Lender as agent for the purpose of perfecting
Agent’s security interest in assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than Agent) obtain possession or control of any such
assets, such Lender shall 

  
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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 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 shall endeavor to give notice to the Lenders and Borrowers. Failure to give such notice shall not affect such assignment in any way or cause the assignment to be
ineffective. An assignment by Agent pursuant to this subsection (a) shall not be deemed a resignation by Agent for purposes of subsection (b) below. 

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

(c) Upon (i) an assignment permitted by subsection (a) above, or (ii) the acceptance of a successor’s appointment as Agent
pursuant to subsection (b) above, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and
obligations hereunder and under the other Financing Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by Borrowers to a successor Agent shall be the same as those payable to its predecessor unless
otherwise agreed between Borrowers and such successor. After the retiring Agent’s resignation 

  
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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; provided, however, that, in the case such Lender is a Defaulted Lender, Agent shall be entitled to set off the funding short-fall against that Defaulted Lender’s
respective share of all payments received from any Borrower. 
 (c) Return of Payments. 

(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 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 

  
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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 protect the business conducted by Borrowers, the Collateral, or any portion thereof, and/or (b) enhance the likelihood of, or maximize the amount of,
repayment of the Loan and other Obligations. Each Borrower hereby agrees to reimburse Agent on demand for any and all costs, liabilities and obligations incurred by Agent pursuant to this Section 11.14. Each Lender hereby agrees to indemnify
Agent upon demand for any and all costs, liabilities and obligations incurred by Agent pursuant to this Section 11.14, in accordance with the provisions of Section 11.6. 

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

Section 11.16 Amendments and Waivers. 

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

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

(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 (including,


  
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for the avoidance of doubt, the obligation to deliver applicable documentation pursuant to Section 2.8(c) which such Eligible Assignee shall deliver to Borrower Representative and Agent on
or prior to the date of such Assignment Agreement), 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 2.8(g) or 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 Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Lender, and the commitments of, and principal amount of the Loan owing to, such Lender pursuant to the
terms hereof (the “Register”). The entries in such Register shall be conclusive, absent manifest error, and Borrower, Agent and Lenders may treat each Person whose name is recorded therein pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such Register shall be available for inspection by Borrower and any Lender, at any reasonable time upon reasonable prior notice to Agent. Each Lender that sells a
participation shall, acting solely for this purpose as an agent of Borrower maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the
Obligations (each, a “Participant Register”). The entries in the Participant Registers shall be conclusive, absent manifest error. Each Participant Register shall be available for inspection by Borrower and Agent at any reasonable time
upon reasonable prior notice to the applicable Lender; provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a
Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Financing Document) to any Person (including Borrower) except to the extent that such disclosure is necessary to establish that such
commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. For the avoidance of doubt, Agent (in its capacity as
Agent) shall have no responsibility for maintaining a Participant Register. 
 (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 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


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

  
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Section 11.17(c) and presentation to such replaced Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 11.17(c), such replaced Lender shall be deemed to
have consented to the terms of such Assignment Agreement, and any such Assignment Agreement executed by Agent, the Replacement Lender and, to the extent required pursuant to Section 11.17(a), Borrowers, shall be effective for purposes of this
Section 11.17(c) and Section 11.17(a). Upon any such assignment and payment, such replaced Lender shall no longer constitute a “Lender” for purposes hereof, other than with respect to such rights and obligations that
survive termination as set forth in Section 2.8(g) or 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 Funding and Settlement Provisions Applicable When Non-Funding Lenders Exist.
So long as Agent has not waived the conditions to the funding of Loans set forth in Section 7.2 or Section 2.1, any Lender may deliver a notice to Agent stating that such Lender shall not fund any tranche of the Term Loan due to the non-satisfaction of one or more conditions to funding Loans set forth in Section 7.2 or Section 2.1, and specifying any such non-satisfied conditions. Any Lender
delivering any such notice shall become a non-funding Lender (a “Non-Funding Lender”) for purposes of this Agreement commencing on the Business Day
following receipt by Agent of such notice, and shall cease to be a Non-Funding Lender on the date on which such Lender has either revoked the effectiveness of such notice or acknowledged in writing to each of
Agent the satisfaction of the condition(s) specified in such notice, or Required Lenders waive the conditions to the funding of such Loans giving rise to such notice by Non-Funding Lender. Each Non-Funding Lender shall remain a Lender for purposes of this Agreement to the extent that such Non-Funding Lender has Term Loans outstanding in excess of Zero Dollars ($0);
provided, however, that during any period of time that any Non-Funding Lender exists, and notwithstanding any provision to the contrary set forth herein, the following provisions shall apply: 

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

(b) Except as provided in clause (a) above, the Term Loan Commitment Amount of each Non-Funding
Lender shall be deemed to be Zero Dollars ($0). 
 (c) The Term Loan Commitment at any date of determination during such period shall be
deemed to be equal to the sum of (i) the aggregate Term Loan Commitment Amounts of all Lenders, other than the Non-Funding Lenders as of such date plus (ii) the aggregate principal amount
outstanding under the Term Loans of all Non-Funding Lenders as of such date. 
 ARTICLE 12 -
MISCELLANEOUS 
 Section 12.1 Survival. All agreements, representations and warranties made herein and in every other
Financing Document shall survive the execution and delivery of this Agreement and the other Financing Documents 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. 

  
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 Section 12.2 No Waivers. No failure or delay by Agent or any Lender in
exercising any right, power or privilege under any Financing Document shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or
privilege. The rights and remedies herein and therein provided shall be cumulative and not exclusive of any rights or remedies provided by law. Any reference in any Financing Document to the “continuing” nature of any Event of Default
shall not be construed as establishing or otherwise indicating that any Borrower or any other Credit Party has the independent right to cure any such Event of Default, but is rather presented merely for convenience should such Event of Default be
waived in accordance with the terms of the applicable Financing Documents. 
 Section 12.3 Notices. 

(a) All notices, requests and other communications to any party hereunder shall be in writing (including prepaid overnight courier, facsimile
transmission, email or similar writing) and shall be given to such party at its address, facsimile number or e-mail address set forth on the signature pages hereof (or, in the case of any such Lender who
becomes a Lender after the date hereof, in an assignment agreement or in a notice delivered to Borrower Representative and Agent by the assignee Lender forthwith upon such assignment) or at such other address, facsimile number or e-mail address as such party may hereafter specify for the purpose by notice to Agent and Borrower Representative; provided, however, that notices, requests or other communications shall be permitted
by electronic means only in accordance with the provisions of Section 12.3(b) and (c). Each such notice, request or other communication shall be effective (i) if given by facsimile, when such notice is transmitted to the facsimile number
specified by this Section and the sender receives a confirmation of transmission from the sending facsimile machine, or (ii) if given by mail, prepaid overnight courier or any other means, when received or when receipt is refused at the
applicable address specified by this Section 12.3(a). 
 (b) Notices and other communications to the parties hereto may be delivered or
furnished by electronic communication (including e-mail and internet or intranet websites) pursuant to procedures approved from time to time by Agent, provided, however, that the foregoing shall
not apply to notices sent directly to any Lender if such Lender has notified Agent that it is incapable of receiving notices by electronic communication. Agent or Borrower Representative may, in their reasonable discretion, agree to accept notices
and other communications to them hereunder by electronic communications pursuant to procedures approved by it, provided, however, that approval of such procedures may be limited to particular notices or communications. 

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

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

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

Section 12.6 Confidentiality. 

(a) Each Credit Party agrees (i) not to transmit or disclose provisions of any Financing Document to any Person (other than to
Borrowers’ agents, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services or as otherwise may be required by Law, subpoena, judicial
order or similar order and in connection with any litigation) 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 in accordance with such Person’s customary procedures for handling information of such nature, except that disclosure of such
information may be made (i) to their respective agents, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services, (ii) to
prospective transferees or purchasers of any interest in the Loans, Agent or a Lender, 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 connection with any litigation, (iv) as may be required in connection with the examination, audit or similar investigation of such Person; provided, however, that any such persons are bound by obligations of
confidentiality, 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”
means (A) the pledge of the Loans as collateral security for loans to a Lender, or (B) a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns, of securities which represent an interest
in, or which are collateralized, in whole or in part, by the Loans. Confidential information shall not include information that either: (y) is in the public domain, or becomes part of the public domain after disclosure to such Person through no
fault of such Person, or (z) is disclosed to such Person by a Person other than a Credit Party, provided, however, Agent does not have actual knowledge that such Person is prohibited from disclosing such information. The
obligations of Agent and Lenders under this Section 12.6 shall supersede and replace the obligations of Agent and Lenders under any confidentiality agreement in respect of this financing executed and delivered by Agent or any Lender prior to
the date hereof. 
 Section 12.7 Waiver of Consequential and Other Damages. To the fullest extent permitted by applicable law,
no Borrower shall assert, and each Borrower hereby waives, any claim against any Indemnitee (as defined below), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out
of, in connection with, or as a result of this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No
Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this
Agreement or the other Financing Documents or the transactions contemplated hereby or thereby. 

  
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 Section 12.8 GOVERNING LAW; SUBMISSION TO JURISDICTION.  

(a) THIS AGREEMENT, EACH NOTE AND EACH OTHER FINANCING DOCUMENT, AND ALL DISPUTES AND OTHER MATTERS RELATING HERETO OR THERETO OR ARISING
THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW). 
 (b) EACH PARTY HERETO HEREBY CONSENTS TO THE JURISDICTION OF
ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF NEW YORK IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTS SHALL BE
LITIGATED IN SUCH COURTS. EACH PARTY HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREES
THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH PARTY BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH PARTY AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER
THE SAME HAS BEEN POSTED. 
 Section 12.9 WAIVER OF JURY TRIAL. 

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

(b) In the event any such action or proceeding is brought or filed in any United States federal court sitting in the State of California or in
any state court of the State of California, and the waiver of jury trial set forth in Section 12.9(a) hereof is determined or held to be ineffective or unenforceable, the parties agree that all actions or proceedings shall be resolved by
reference to a private judge sitting without a jury, pursuant to California Code of Civil Procedure Section 638, before a mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of the Los Angeles
County, California. Such proceeding shall be conducted in Los Angeles County, California, with California rules of evidence and discovery applicable to such proceeding. In the event any actions or proceedings are to be resolved by judicial
reference, any party may seek from any court having jurisdiction thereover any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by Law notwithstanding that all
actions or proceedings are otherwise subject to resolution by judicial reference. 

  
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 Section 12.10 Publication; Advertisement. 

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

(b) Advertisement. Each Lender and each Credit Party hereby authorizes MCF to publish the name of such Lender and Credit Party, the
existence of the financing arrangements referenced under this Agreement, the primary purpose and/or structure of those arrangements, the amount of credit extended under each facility, the title and role of each party to this Agreement, and the total
amount of the financing evidenced hereby in any “tombstone”, comparable advertisement or press release which MCF elects to submit for publication. In addition, each Lender and each Credit Party agrees that MCF may provide lending industry
trade organizations with information necessary and customary for inclusion in league table measurements after the Closing Date. With respect to any of the foregoing, MCF shall provide Borrowers with an opportunity to review and confer with MCF
regarding the contents of any such tombstone, advertisement or information, as applicable, prior to its submission for publication and, following such review period, MCF may, from time to time, publish such information in any media form desired by
MCF, until such time that Borrowers shall have requested MCF cease any such further publication. 
 Section 12.11 Counterparts;
Integration. This Agreement and the other Financing Documents may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures
by facsimile or by electronic mail delivery of an electronic version of any executed signature page shall bind the parties hereto. 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. 
 Section 12.13 Lender Approvals. Unless expressly provided
herein to the contrary, any approval, consent, waiver or satisfaction of Agent or Lenders with respect to any matter that is the subject of this Agreement, the other Financing Documents may be granted or withheld by Agent and Lenders in their sole
and absolute discretion and credit judgment. 
 Section 12.14 Expenses; Indemnity 

(a) Except with respect to Indemnified Taxes, Other Taxes, and Excluded Taxes which shall be governed exclusively by Section 2.8,
Borrowers hereby agree to promptly pay (i) all reasonable and documented costs and expenses of Agent (including, without limitation, the reasonable and documented fees, costs and expenses of one primary counsel and one counsel in each
applicable specialty or jurisdiction to, and independent appraisers and consultants retained by, Agent; provided that no such restriction on the use of a single counsel shall apply if an Event of Default has occurred and is continuing) in
connection with the examination, review, due diligence investigation, documentation, 

  
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negotiation, closing and syndication of the transactions contemplated by the Financing Documents, in connection with the performance by Agent of its rights and remedies under the Financing
Documents and in connection with the continued administration of the Financing Documents including (A) any amendments, modifications, consents and waivers to and/or under any and all Financing Documents, and (B) any periodic public record
searches conducted by or at the request of Agent (including, without limitation, title investigations, UCC searches, fixture filing searches, judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability,
partnership and related records concerning the continued existence, organization and good standing of certain Persons); (ii) without limitation of the preceding clause (i), all reasonable and documented 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), (A) all reasonable and documented costs and expenses of Agent in connection with protecting,
storing, insuring, handling, maintaining or selling any Collateral, and (B) all documented costs and expenses of Agent in connection with (I) any litigation, dispute, suit or proceeding relating to any Financing Document, and (II) 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 and documented 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 documented 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;
provided that so long as no Event of Default has occurred and is continuing, the Lenders shall be limited to one primary counsel (except in the case of any conflict of interest) and one counsel in each applicable specialty or jurisdiction and
Agent shall be limited to one primary counsel and one counsel in each applicable specialty or jurisdiction. 
 (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 Operative Documents (including (i)(A) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any property now or previously
owned, leased or operated by Borrower, any Subsidiary or any other Person of any Hazardous Materials, (B) arising out of or relating to the offsite disposal of any materials generated or present on any such property, or (C) arising out of
or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or in part by any condition, accident or event caused by any
act or omission of Borrower or any Subsidiary, and (ii) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Loans, except that Borrower shall have no obligation hereunder to an
Indemnitee with respect to any liability resulting from (x) the gross negligence or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent
jurisdiction, (y) a material breach by any such Indemnitee or any of such Indemnitee’s Affiliates of the obligations under this 

  
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Agreement or any other Financing Document, as determined in a final, non-appealable judgment of a court of competent jurisdiction or (z) disputes
solely among any Indemnitees (other than any claims against an Indemnitee in its capacity or in fulfilling its role as Agent, arranger or any similar role hereunder) to the extent such disputes do not arise from any act or omission of any Credit
Party or of any of any Credit Party’s Affiliates, unless such claims arise from the bad faith, gross negligence or willful misconduct of any such person. 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) This Section 12.14 shall not
apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

(e) 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 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. 

  
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 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 Warrants. Notwithstanding anything to the contrary herein, any warrants issued to the Lenders (or any designated
Affiliate thereof) by any Credit Party, the stock issuable thereunder, any equity securities purchased by Lenders, any amounts paid thereunder, any dividends, and any other rights in connection therewith shall not be subject to the terms and
conditions of this Agreement. Nothing herein shall affect any Lender’s rights under any such warrants, stock, or other equity securities to administer, manage, transfer, assign, or exercise such warrants, stock, or other equity securities for
its own account. 
 Section 12.20 Acknowledgement and Consent to Bail-In of EEA Financial
Institutions. Notwithstanding anything to the contrary in any Financing Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution
arising under any Financing Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any party hereto that is an EEA Financial Institution; and 
 (b) the effects of any
Bail-In Action on any such liability, including, if applicable: 
 (i) a reduction in
full or in part or cancellation of any such liability; 
 (ii) a conversion of all, or a portion of, such liability into
shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be
accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Financing Document; or 

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of
any EEA Resolution Authority. 
 Section 12.21 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. 
 (b) Cross Collateralization. Borrowers acknowledge and agree that the
Collateral securing this Loan, also secures the Affiliated Obligations. 

  
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 (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: 

(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; 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, in such order as Lender shall determine, in its sole discretion (in accordance with the terms of this Agreement and the Affiliated Credit Agreement, as applicable); and 

(vii) assign the Affiliated Financing Documents in whole or in part in accordance with the terms thereof. 

Section 12.22 Existing Agreements Superseded; Exhibits and Schedules. 

(a) The Original Credit Agreement, including the schedules thereto, is superseded by this Agreement, including the schedules hereto, which has
been executed in amendment, restatement and modification of, but not in novation or extinguishment of, the obligations under the Original Credit Agreement. It is the express intention of the parties hereto to reaffirm the indebtedness and other
obligations created under the Original Credit Agreement. Any and all outstanding amounts under the Original Credit Agreement including, but not limited to principal, accrued interest, fees (except as otherwise provided herein) and other charges, as
of the Closing Date shall be carried over and deemed outstanding under this Agreement, including as specifically set forth in Section 2.1. 

(b) Each Credit Party reaffirms its obligations under each Financing Document to which it is a party, including but not limited to the
Security Documents and the schedules thereto. 
 (c) Each Credit Party acknowledges and confirms that (i) the Liens and security
interests granted pursuant to the Financing Documents secure the indebtedness, liabilities and obligations of the Borrowers and the other Credit Parties to Agent and the Lenders under the Original Credit Agreement, as amended and restated hereby,
and that the term “Obligations” as used in the Financing Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrowers to Agent and the Lenders) includes, without
limitation, the indebtedness, liabilities and obligations of the Borrowers under this Agreement and the Notes to be delivered 

  
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hereunder, if any, and under the Original Credit Agreement, as amended and restated hereby, as the same may be further amended, restated, supplemented and/or modified from time to time, and
(ii) the grants of Liens under and pursuant to the Financing Documents shall continue unaltered, and each other Financing Document shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties
thereto, and the parties hereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement and all references in the any of the Financing Documents to the “Credit Agreement” shall be
deemed to refer to this Amended and Restated Credit Agreement. 
 (d) Nothing herein contained shall be construed as a substitution or
novation of the obligations outstanding under the Original Credit Agreement or the other Financing Documents. Nothing in this Agreement shall be construed as a release or other discharge of any Borrower or any other Credit Party from its obligations
and liabilities under the Original Credit Agreement or the other Financing Documents. On the Closing Date, any and all references in any Financing Documents to the Original Credit Agreement shall be deemed to be amended to refer to this Agreement.

 [SIGNATURES APPEAR ON FOLLOWING PAGE(S)] 

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

							
	BORROWERS:	 		 	SIGHT SCIENCES, INC.
			
		 		 	By: /s/ Jesse
Selnick                                        
                    
		 		 	Name:   Jesse Selnick
		 		 	Title:   CFO
			
		 		 	Address:
			
		 		 	4040 Campbell, Suite 100
		 		 	Menlo Park, CA 94025
		 		 	Attn:          Jesse Selnick
		 		 	 E-Mail: XXX@sightsciences.com

		 		 	 Robert Geronimo

		 		 	 E-Mail: XXX@sightsciences.com

		 		 	Facsimile: 650-352-2509














					
	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                                        
        
 Name:   Maurice Amsellem

Title:     Authorized Signatory

		
		  	 Address:
  

c/o MidCap Financial Services, LLC, as servicer
 7255 Woodmont
Avenue, Suite 300 
Bethesda, Maryland 20814 
Attn: Account Manager for Sight Sciences transaction 
Facsimile: 301-941-1450

E-mail: notices@midcapfinancial.com
  

with a copy to:
  

c/o MidCap Financial Services, LLC, as servicer
 7255 Woodmont
Avenue, Suite 300 
Bethesda, Maryland 20814 
Attn: General Counsel 
Facsimile: 301-941-1450

E-mail: legalnotices@midcapfinancial.com

		
		  	 Payment Account Designation:
  

SunTrust Bank, N.A. 
ABA #: XXX 
Account Name: MidCap Financial Trust – Collections 
Account #: XXX

Attention: Sight Sciences Facility















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

			
		  	By:	  	 Apollo Capital Management GP, LLC,
 its
general partner

			
		  		  	 By: /s/ Maurice
Amsellem                                        
                
 Name:  Maurice Amsellem

Title:    Authorized Signatory

		
		  	 Address:
  

c/o MidCap Financial Services, LLC, as servicer
 7255 Woodmont
Avenue, Suite 300 
Bethesda, Maryland 20814 
Attn: Account Manager for Sight Sciences transaction 
Facsimile: 301-941-1450

E-mail: notices@midcapfinancial.com
  

with a copy to:
  

c/o MidCap Financial Services, LLC, as servicer
 7255 Woodmont
Avenue, Suite 300 
Bethesda, Maryland 20814 
Attn: General Counsel 
Facsimile: 301-941-1450

E-mail: legalnotices@midcapfinancial.com















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














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













 ANNEXES, EXHIBITS AND SCHEDULES 

 

			
	ANNEXES	  	
		
	 Annex A
	  	 Commitment Annex

		
	EXHIBITS	  	
		
	 Exhibit A
	  	 [Reserved]

	 Exhibit B
	  	 Form of Compliance Certificate

	 Exhibit C
	  	 [Reserved]

	 Exhibit D
	  	 Form of Notice of Borrowing

	 Exhibit E-1
	  	 Form of U.S. Tax Compliance Certificate

	 Exhibit E-2
	  	 Form of U.S. Tax Compliance Certificate

	 Exhibit E-3
	  	 Form of U.S. Tax Compliance Certificate

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

		
	SCHEDULES	  	
		
	 Schedule 2.1
	  	 Scheduled Principal Payments for Term Loan

	Schedule 3.1	  	Existence, Organizational ID Numbers, Foreign Qualification, Prior Names
	Schedule 3.4	  	Capitalization
	Schedule 3.6	  	Litigation
	Schedule 3.17	  	Material Contracts
	Schedule 3.18	  	Environmental Compliance
	Schedule 3.19	  	Intellectual Property
	Schedule 4.9	  	Litigation, Governmental Proceedings and Other Notice Events
	Schedule 4.17	  	Products
	Schedule 5.1	  	Debt; Contingent Obligations
	Schedule 5.2	  	Liens
	Schedule 5.7	  	Permitted Investments
	Schedule 5.8	  	Affiliate Transactions
	Schedule 5.11	  	Business Description
	Schedule 5.14	  	Deposit Accounts and Securities Accounts
	Schedule 6.1	  	Net Revenue
	Schedule 7.4	  	Post-Closing Obligations
	Schedule 9.1	  	Collateral
	Schedule 9.2(b)	  	Location of Collateral
	Schedule 9.2(d)	  	Chattel Paper, Letter of Credit Rights, Commercial Tort Claims, Instruments, Documents, Investment Property