Execution Version


 





 



 



 


CREDIT AGREEMENT


among


SBT
HOLDINGS, INC.,


as Borrower,


SWK FUNDING LLC,

as Agent, Sole Lead Arranger and Sole Bookrunner,


and


the financial institutions party hereto
from time to time as Lenders


 


Dated as of May 20, 2016


 


 



 



 










    	[Keystone]
                                         Credit Agreement



     

    

Table of Contents


	 	 	 	Page
	Section 1   Definitions; Interpretation.	1
	 	1.1	Definitions	1
	 	1.2	Interpretation	15
	 	 
	Section 2   Credit Facility.	16
	 	2.1	Term Loan Commitments	16
	 	2.2	Loan Procedures	16
	 		2.2.1	Initial Advance	16
	 		2.2.2	Subsequent Term Loan	16
	 	2.3	Commitments Several	17
	 	2.4	Indebtedness Absolute; No Offset; Waiver	17
	 	2.5	Loan Accounting	18
	 		2.5.1	Recordkeeping	18
	 		2.5.2	Notes	18
	 	2.6	Payment of Interest	18
	 		2.6.1	Interest Rates	18
	 		2.6.2	Payments of Interest and Principal	19
	 	2.7	Fees	19
	 	2.8	Prepayment	19
	 		2.8.1	Mandatory Prepayment	19
	 		2.8.2	Voluntary Prepayment	20
	 		2.8.3	Change of Control	20
	 	2.9	Repayment of Term Loan	21
	 		2.9.1	Revenue-Based Payment	21
	 		2.9.2	Principal	22
	 	2.10	Payment	22
	 		2.10.1	Making of Payments	22
	 		2.10.2	Application of Payments and Proceeds Following an Event of Default	23
	 		2.10.3	Set-off	23
	 		2.10.4	Proration of Payments	23
	 	 	 	 
	Section 3   Yield Protection.	23
	 	3.1	Taxes	23
	 	3.2	Increased Cost	25
	 	3.3	Funding Losses	27
	 	3.4	Manner of Funding; Alternate Funding Offices	27
	 	3.5	Conclusiveness of Statements; Survival	27
	 	 
	Section 4   Conditions Precedent.	27
	 	4.1	Prior Debt	27
	 	4.2	Delivery of Loan Documents	27
	 	4.3	Fees	29
	 	4.4	Warrants	29
	 	4.5	Representations, Warranties, Defaults	29
	 	4.6	Diligence	29
	 	4.7	Corporate Matters	30
	 	4.8	No Felonies or Indictable Offenses	30
	 	4.9	No Material Adverse Effect	30
	 	4.10	Minimum Capital Raise	30
	 	 



 







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	Section 5   Representations and Warranties.	30
	 	5.1	Organization	30
	 	5.2	Authorization; No Conflict	30
	 	5.3	Validity; Binding Nature	31
	 	5.4	Financial Condition	31
	 	5.5	No Material Adverse Change	31
	 	5.6	Litigation	31
	 	5.7	Ownership of Properties; Liens	31
	 	5.8	Capitalization	31
	 	5.9	Pension Plans	32
	 	5.10	Investment Company Act	32
	 	5.11	No Default	32
	 	5.12	Margin Stock	32
	 	5.13	Taxes	32
	 	5.14	Solvency	32
	 	5.15	Environmental Matters	32
	 	5.16	Insurance	33
	 	5.17	Information	33
	 	5.18	Intellectual Property; Products and Services	33
	 	5.19	Restrictive Provisions	34
	 	5.20	Labor Matters	34
	 	5.21	Material Contracts	34
	 	5.22	Compliance with Laws; Health Care Laws	35
	 	5.23	Existing Indebtedness; Investments, Guarantees and Certain Contracts	36
	 	5.24	Affiliated Agreements	36
	 	5.25	Names; Locations of Offices, Records and Collateral; Deposit Accounts	36
	 	5.26	Non-Subordination	36
	 	5.27	Broker’s or Finder’s Commissions	37
	 	5.28	Anti-Terrorism; OFAC	37
	 	5.29	Security Interest	37
	 	5.30	Survival	37
	 	 
	Section 6   Affirmative Covenants.	38
	 	6.1	Information	38
	 		6.1.1	Annual Report	38
	 		6.1.2	Interim Reports	38
	 		6.1.3	Revenue-Based Payment Reconciliation	38
	 		6.1.4	Compliance Certificate	38
	 		6.1.5	Reports to Governmental Authorities and Shareholders	39
	 		6.1.6	Notice of Default; Litigation	39
	 		6.1.7	Management Report	40
	 		6.1.8	Projections	40
	 		6.1.9	Updated Schedules to Guarantee and Collateral Agreement	40
	 		6.1.10	Other Information	40
	 	6.2	Books; Records; Inspections	41
	 	6.3	Conduct of Business; Maintenance of Property; Insurance	41
	 	6.4	Compliance with Laws; Payment of Taxes and Liabilities	42
	 	6.5	Maintenance of Existence	43
	 	6.6	Employee Benefit Plans	43



 







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	 	6.7	Environmental Matters	43
	 	6.8	Further Assurances	43
	 	6.9	Compliance with Health Care Laws	44
	 	6.10	Cure of Violations	45
	 	6.11	[Reserved]	45
	 	6.12	Payment of Debt	45
	 	6.13	Deposit Accounts	45
	 	 
	Section 7   Negative Covenants.	45
	 	7.1	Debt	45
	 	7.2	Liens	46
	 	7.3	Dividends; Redemption of Equity Interests	48
	 	7.4	Mergers; Consolidations; Asset Sales	48
	 	7.5	Modification of Organizational Documents	49
	 	7.6	Use of Proceeds	49
	 	7.7	Transactions with Affiliates	49
	 	7.8	Inconsistent Agreements	49
	 	7.9	Business Activities	50
	 	7.10	Investments	50
	 	7.11	Restriction of Amendments to Certain Documents	51
	 	7.12	Fiscal Year	51
	 	7.13	Financial Covenants	51
	 		7.13.1	Consolidated Unencumbered Liquid Assets	51
	 		7.13.2	Minimum Aggregate Revenue	52
	 		7.13.3	Minimum EBITDA	52
	 	7.14	Deposit Accounts	53
	 	7.15	Subsidiaries	53
	 	7.16	Regulatory Matters	53
	 	7.17	Name; Permits; Dissolution; Insurance Policies; Disposition of Collateral; Taxes; Trade Names	54
	 	7.18	Truth of Statements	54
	 	 
	Section 8   Events of Default; Remedies.	54
	 	8.1	Events of Default	54
	 		8.1.1	Non-Payment of Credit	54
	 		8.1.2	Default Under Other Debt	54
	 		8.1.3	Bankruptcy; Insolvency	55
	 		8.1.4	Non-Compliance with Loan Documents	55
	 		8.1.5	Representations; Warranties	56
	 		8.1.6	Pension Plans	56
	 		8.1.7	Judgments	56
	 		8.1.8	Invalidity of Loan Documents or Liens	56
	 		8.1.9	Invalidity of Subordination Provisions	56
	 		8.1.10	Change of Control	57
	 		8.1.11	Certificate Withdrawals, Adverse Test or Audit Results, and Other Matters	57
	 	8.2	Remedies	57
	 	 



 









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	Section 9   Agent.	58
	 	9.1	Appointment; Authorization	58
	 	9.2	Delegation of Duties	58
	 	9.3	Limited Liability	59
	 	9.4	Reliance	59
	 	9.5	Notice of Default	59
	 	9.6	Credit Decision	59
	 	9.7	Indemnification	60
	 	9.8	Agent Individually	60
	 	9.9	Successor Agent	60
	 	9.10	Collateral and Guarantee Matters	61
	 	9.11	Intercreditor Agreement	62
	 	9.12	Actions in Concert	62
	 	 
	Section 10   Miscellaneous.	62
	 	10.1	Waiver; Amendments	62
	 	10.2	Notices	63
	 	10.3	Computations	63
	 	10.4	Costs; Expenses	64
	 	10.5	Indemnification by Borrower	64
	 	10.6	Marshaling; Payments Set Aside	64
	 	10.7	Nonliability of Lenders	65
	 	10.8	Assignments	65
	 		10.8.1	Assignments	65
	 	10.9	Participations	66
	 	10.10	Confidentiality	67
	 	10.11	Captions	68
	 	10.12	Nature of Remedies	68
	 	10.13	Counterparts	68
	 	10.14	Severability	68
	 	10.15	Entire Agreement	68
	 	10.16	Successors; Assigns	68
	 	10.17	Governing Law	69
	 	10.18	Forum Selection; Consent to Jurisdiction	69
	 	10.19	Waiver of Jury Trial	69
	 	10.20	Patriot Act	69
	 	10.21	Approved AR Loan Facility.	70


 







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	Annexes	 
	Annex I	Commitments and Pro Rata Term Loan Shares
	Annex II	Addresses
	 	 
	Exhibits	 
	Exhibit A	Form of Assignment Agreement
	Exhibit B	Form of Compliance Certificate
	Exhibit C	Form of Note
	Exhibit D	Form of Subsequent Term Loan Warrant
	 	 
	Schedules	 
	Schedule 1.1	Pending Acquisitions as of the Closing Date
	Schedule 4.1	Prior Debt
	Schedule 5.1	Jurisdictions of Qualification
	Schedule 5.7	Ownership of Properties; Liens
	Schedule 5.8	Capitalization
	Schedule 5.13	Outstanding Tax Issues
	Schedule 5.16	Insurance
	Schedule 5.18(a)	Borrower’s Registered Intellectual Property
	Schedule 5.18(b)   	Products and Required Permits; Product Clinical Test Results
	Schedule 5.21	Material Contracts
	Schedule 5.25A	Names
	Schedule 5.25B	Offices
	Schedule 5.27	Broker’s Commissions
	Schedule 7.1	Existing Debt
	Schedule 7.2	Existing Liens
	Schedule 7.7	Transactions with Affiliates
	Schedule 7.10	Existing Investments
	Schedule 7.11 	Restricted Material Contracts 
	Schedule 7.14	Deposit Accounts



 




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CREDIT
AGREEMENT


This Credit
Agreement (as may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”)
dated as of May 20, 2016 (the “Closing Date”), among SBT HOLDINGS, INC.,
a Delaware corporation (“Borrower”), the financial institutions party hereto from time to time as lenders (each
a “Lender” and collectively, the “Lenders”) and SWK
Funding LLC (in its individual capacity, “SWK”), as Agent for all Lenders.


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


Section
1                  
Definitions; Interpretation.


1.1             
Definitions.


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


Account Control
Agreement means, individually and collectively, any account control or similar agreement(s) entered into from time to time
at Agent’s written request, among a Loan Party, Agent and any third party bank or financial institution at which such Loan
Party maintains a Deposit Account.


Acquisition
means any transaction or series of related transactions 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 all or substantially all of any business or division of
a Person, (b) the acquisition of in excess of fifty percent (50%) of the capital stock, partnership interests, membership
interests or equity of any Person, or otherwise causing any Person to become a Subsidiary, (c) the acquisition of a product license
or a product line (excluding, for purposes of Section 7.10 hereof, any pending Acquisitions as of the Closing Date as set
forth on Schedule 1.1 hereto), or (d) a merger or consolidation or any other combination (other than a merger, consolidation
or combination that effects a Disposition) with another Person (other than a Person that is already a Subsidiary).


Affiliate of
any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control
with such Person, (b) any manager, senior executive, officer or director of such Person and (c) with respect to any Lender,
any entity administered or managed by such Lender or an Affiliate or investment advisor thereof which is engaged in making, purchasing,
holding or otherwise investing in commercial loans. For purposes of the definition of the term “Affiliate”, a Person
shall be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote
ten percent (10%) or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors
or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.
Unless expressly stated otherwise herein, neither Agent nor any Lender shall be deemed an Affiliate of Borrower or of any Subsidiary.


Agent means
SWK in its capacity as administrative agent for all Lenders hereunder and any successor thereto in such capacity.


Aggregate Revenue
shall have the meaning set forth in Section 2.9.1(a).


Agreement has
the meaning set forth in the Preamble.


Approved AR Loan
Facility shall have the meaning set forth in Section 10.21.







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


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


Authorization
shall have the meaning set forth in Section 5.22(b).


Borrower shall
have the meaning set forth in the Preamble.


Business Day
means any day on which commercial banks are open for commercial banking business in Dallas, Texas, and, in the case of a Business
Day which relates to the calculation of LIBOR, on which dealings are carried on in the London interbank Eurodollar market.


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


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


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


(i)                
any transaction or series of related transactions in which the stockholders of the Borrower who were not stockholders
immediately prior to the first such transaction own more than forty-nine percent (49%) of the voting stock of Borrower immediately
after giving effect to such transaction or related series of such transactions (other than by the sale of Borrower’s Equity
Interests in a public offering, a private placement of public equity or to venture capital investors so long as Borrower identifies
to the Agent the venture capital investors prior to the closing of the transaction, subject to any nondisclosure provisions);


(ii)              
the Borrower shall cease to own, directly or indirectly, 100% of the Equity Interests of each Subsidiary of Borrower;






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(iii)            
a Key Person Event; or


(iv)            
any “change in/of control” or similar event as defined in any certificate of incorporation or formation
or statement of designations or bylaws or operating agreement, as applicable, of Borrower or in any document governing indebtedness
of any Loan Party (other than any Loan Documents) in excess of $250,000, individually or in the aggregate which gives the holder
of such indebtedness the right to accelerate or otherwise require payment of such indebtedness prior to the maturity date thereof.


Change of Control
Prepayment Fee has the meaning set forth in Section 2.8.3.


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


Closing Date
shall have the meaning set forth in the Preamble.


Closing Date Warrant
means that certain warrant issued to SWK by Borrower on the Closing Date.


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


Collateral
has the meaning set forth in the Guarantee and Collateral Agreement.


Collateral Access
Agreement means an agreement in form and substance reasonably satisfactory to Agent pursuant to which a mortgagee or lessor
of real property on which Collateral (or any books and records) is stored or otherwise located, or a warehouseman, processor or
other bailee of Inventory or other property owned by any Loan Party, acknowledges the Liens of Agent and waives (or, if approved
by Agent, subordinates) any Liens held by such Person on such property, and, in the case of any such agreement with a mortgagee
or lessor, permits Agent reasonable access to any Collateral stored or otherwise located thereon.


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


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


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






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Consolidated Net
Income means, with respect to any Person and its Subsidiaries, for any period, the consolidated net income (or loss) of such
Person and its respective Subsidiaries for such period, as determined under GAAP.


Consolidated Unencumbered
Liquid Assets means (i) any cash or Cash Equivalent Investment owned by Borrower and its Subsidiaries on a consolidated basis
which are not the subject of any Lien or other arrangement with any creditor to have its claim satisfied out of the asset (or proceeds
thereof) prior to the general creditors of Borrower and such Subsidiaries other than (a) the Lien for the benefit of Agent and
Lenders, (b) banker’s liens, rights of setoff and Liens in favor of financial institutions incurred in the ordinary course
of business arising in connection with the Borrower’s and its Subsidiaries’ securities accounts held at such institutions
to secure solely payment of fees and similar costs and expenses and provided such accounts are maintained in compliance with the
Loan Documents and (c) Liens permitted under Section 7.2(p) and (ii) the aggregate unfunded commitments available to be borrowed
under an Approved AR Loan Facility.


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


Contract Rate
means a rate per annum equal to (x) the LIBOR Rate, plus (y) twelve percent (12.00%).


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


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


Copyrights
shall mean all of each Loan Party’s (or if referring to another Person, such other Person’s) now existing or hereafter
acquired right, title, and interest in and to: (i) copyrights, rights and interests in copyrights, works protectable by copyright,
all applications, registrations and recordings relating to the foregoing as may at any time be filed in the United States Copyright
Office or in any similar office or agency of the United States, any State thereof or any political subdivision thereof, or in any
other country, and all research and development relating to the foregoing; and (ii) all renewals of any of the foregoing. 


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






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Debt of any
Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all indebtedness evidenced
by bonds, debentures, notes or similar instruments, (c) all obligations of such Person as lessee under Capital Leases which
have been or should be recorded as liabilities on a balance sheet of such Person in accordance with GAAP, (d) all obligations
of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable in the ordinary course
of business), other than (i) payment obligations, earn-outs and similar obligations of such Person arising in connection with an
Acquisition or (ii) royalty payments or milestone payments made or to be made by such Person from time to time in connection with
an Acquisition, (e) all indebtedness secured by a Lien on the property of such Person, whether or not such indebtedness shall
have been assumed by such Person (with the amount thereof being measured as the lesser of (x) the aggregate unpaid amount
of such indebtedness and (y) the fair market value of such property), (f) all reimbursement obligations, contingent
or otherwise, with respect to letters of credit (whether or not drawn), banker’s acceptances and surety bonds issued for
the account of such Person, other than obligations that relate to trade accounts payable in the ordinary course of business, (g) all
Hedging Obligations of such Person, (h) all Contingent Obligations of such Person in respect of Debt of others, (i) all
indebtedness of any partnership of which such Person is a general partner except to the extent such Person is not liable for such
Debt, and (j) all obligations of such Person under any synthetic lease transaction, where such obligations are considered
borrowed money indebtedness for tax purposes but the transaction is classified as an operating lease in accordance with GAAP.


Debtor Relief Law
means, collectively: (a) Title 11 of the United States Code, 11 U.S.C. § 101 et. seq., as amended from time to time, and (b)
all other United States or foreign applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership,
insolvency, reorganization or similar debtor relief laws from time to time in effect affecting the rights of creditors generally,
in each case as amended from time to time.


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


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


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


Disposition
means, as to any asset or right of any Loan Party, (a) any sale, lease, assignment or other transfer thereof (other than to
any other Loan Party), (b) any loss, destruction or damage thereof or (c) any condemnation, confiscation, requisition,
seizure or taking thereof, in each case excluding any Excluded Disposition.


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


Drug Application
means a new drug application, an abbreviated drug application, or a product license application for any Product, as appropriate,
as those terms are defined in the FDA Law and Regulation.






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EBITDA means,
for any Person and its Subsidiaries for any period, Consolidated Net Income for such period plus, to the extent deducted in determining
such Consolidated Net Income for such period (and without duplication), (i) Interest Expense; (ii) income tax expense
(including tax accruals); (iii) depreciation and amortization; (iv) nonrecurring cash fees, costs and expenses incurred
in connection with the Acquisitions of product licenses and product lines from a third party, and milestone and royalty payments
to any third party, in relation to any Material Contract or any other Acquisition; (v) non-cash expenses relating to equity-based
compensation or purchase accounting; (vi) foreign exchange gains and losses relating to loans and/or open trading accounts between
Borrower and its foreign subsidiaries; (vii) charges, expenses, items and losses (excluding any non-cash charge, expense, item
or loss to the extent that it represents an accrual or reserve for potential cash expenses in any future period or amortization
of a prepaid cash expense that was paid in a prior period or relating to a write-down, write-off or reserve with respect to accounts
and inventory) in connection with certain restructuring activities of the Borrower that occurred during the 2015 Fiscal Year, including
but not limited to the costs and expenses related to (A) the cancellation of that certain lease for premises located at 11 North
Avenue, Burlington, Massachusetts, (B) post-employment benefits offered to former employees in connection therewith, and (C) any
one-time costs and expenses reasonably associated with such restructuring; (viii) all fees, costs and expenses incurred within
one hundred eighty (180) days of the Closing Date (or such longer period as may be agreed to by the Agent) in connection with the
closing of the financing contemplated hereby; (ix) all costs and expenses incurred in connection with Permitted Acquisitions, Investments,
dispositions, issuances of Equity Interests and other transactions, in each case permitted under the Loan Documents (whether or
not consummated, in each case to the extent reasonable, and to the extent paid on the date consummated or within one hundred eighty
(180) days of consummation or abandonment thereof (or such longer period as may be agreed to by the Agent); (x) any one-time cost
savings, operating expense reductions, other operating improvements or synergies that are reasonably identifiable, factually supportable
and reasonably expected by the Borrower in its good faith judgment to result from any acquisition, merger, amalgamation, disposition
or operational change, net of the amount of actual benefits realized during such period that are otherwise included in the calculation
of EBITDA; (xi) all costs associated with the refinancing of Borrower’s Prior Debt, including the costs associated with any
Approved AR Loan Facility; and (xii) other non-recurring and/or non-cash expenses or charges reasonably approved by the Agent.



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


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


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


Event of Default
means any of the events described in Section 8.1.


Excluded Disposition
means (a) any license or sublicense of any asset or right of a Loan Party, (b) any sale, lease, assignment, transfer, condemnation,
confiscation, requisition, seizure or taking of any asset or right of a Loan Party for which the Net Cash Proceeds do not in the
aggregate exceed $250,000 in any Fiscal Year, (c) the sale of Inventory or Product of any Loan Party in the ordinary course of
business, (d) any issuance of Equity Interests by Borrower, (e) the sale of worn-out or obsolete equipment of such Loan Party,
and (f) the Renova Disposition.






    	[Keystone] Credit Agreement	- 6 -	 



     

    

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


Exempt Accounts
means any Deposit Accounts, securities accounts or other similar accounts (i) into which there are deposited no funds other than
those intended solely to cover compensation to employees of the Loan Parties (and related contributions to be made on behalf of
such employees to health and benefit plans) plus balances for outstanding checks for compensation and such contributions from prior
periods; (ii) constituting employee withholding accounts and contain only funds deducted from pay otherwise due to employees for
services rendered to be applied toward the tax obligations of such Person or its employees or (iii) that have aggregate cash balances
not in excess of $50,000.


Existing LOC
means that certain Standby Letter of Credit issued by Silicon Valley Bank for the account of Keystone, for the benefit of N.W.
Middlesex 36 Trust in the amount of Seventy Two Thousand Eight Hundred Fifty Six Dollars ($72,856.00), as the same has been, or
may hereafter be, extended or otherwise renewed from time to time; provided that the principal amount thereof shall not be increased.


Exit Fee shall
have the meaning set forth in Section 2.7(b).


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


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


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


FDA means the
Food and Drug Administration of the United States of America.


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


FDA Products
means any finished products sold by Borrower or any of the other Loan Parties for itself or for a third party that are subject
to applicable Health Care Laws.


Fiscal Quarter
means a calendar quarter of a Fiscal Year.


Fiscal Year
means the fiscal year of Borrower and its Subsidiaries, which period shall be the 12-month period ending on December 31 of each
year.


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


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


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






    	[Keystone] Credit Agreement	- 7 -	 



     

    

Governmental Authority
means any nation or government, any state or other political subdivision thereof, and any agency, branch of government, 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. Governmental Authority shall include any agency, branch or other governmental body charged with the
responsibility and/or vested with the authority to administer and/or enforce any Health Care Laws.


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


Guarantor means,
individually and collectively, each Subsidiary of Borrower party to the Guarantee and Collateral Agreement as of such date of determination.


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


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


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






    	[Keystone] Credit Agreement	- 8 -	 



     

    

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


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


Intercreditor Agreement
means any intercreditor or similar agreement entered into between Agent and the lender(s) under any Approved AR Loan Facility in
accordance with Section 10.21 hereof.


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


Internal Rate of
Return means, with respect to the Term Loan, as of any date of determination, a return on the principal amount of the Term
Loan calculated using the XIRR function of Microsoft Excel, including in such return, any prepayment fees paid under Section
2.8.2(b), the Exit Fee, and the Origination Fee, any gains actually realized by Agent pursuant to any shares purchased under
the Closing Date Warrant and the Subsequent Term Loan Warrant and any costs, indemnifications and reimbursements under the Loan
Documents; provided, however, that if Microsoft Excel is no longer available or if the Microsoft Excel spreadsheet
formulas have changed, then the Internal Rate of Return will be calculated to arrive at an equivalent result.


Inventory has
the meaning set forth in the Guarantee and Collateral Agreement.


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


IP Security Agreement
means the Intellectual Property Security Agreement dated on or about the Closing Date by each Loan Party signatory thereto in favor
of Agent and Lenders.






    	[Keystone] Credit Agreement	- 9 -	 



     

    

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


IRS means the
United States Internal Revenue Service.


Key Person
means Michael Kehoe.


Key Person Event
means, unless such actions are consented to in advance in writing by Agent, the Key Person shall no longer serve in their respective,
current executive capacity with Borrower, unless the Key Person is replaced within ninety (90) days with (in each case) a person
of like qualification and experience to assume the respective responsibilities of the departing Key Person and which has been approved
in writing by Agent to assume such responsibility and capacity of the departing Key Person.


Keystone means
Keystone Dental, Inc., a Delaware corporation.


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


Lenders has
the meaning set forth in the Preamble.


LIBOR Rate
means a fluctuating rate per annum equal to the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute Bloomberg
page that displays rates at which U.S. Dollar deposits are offered by leading banks in the London interbank deposit market), as
the offered rate for loans in Dollars for a three (3) month period, rounded upwards, if necessary, to the nearest 1/8 of 1%. The
rate is set by the ICE Benchmark Administration as of 11:00 a.m. (London time) as determined two (2) Business Days prior to each
Payment Date, and effective on the Payment Date immediately following such determination date. If Bloomberg Professional Service
(or another nationally-recognized rate reporting source acceptable to Agent) no longer reports the LIBOR Rate or Agent determines
in good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London Interbank Market
or if such index no longer exists or if page USD-LIBOR-BBA (ICE) no longer exists or accurately reflects the rate available to
Agent in the London Interbank Market, Agent may select a replacement index that approximates as near as possible such prior index.
Notwithstanding the foregoing, in no event shall the “LIBOR Rate” ever be less than one percent (1%) per annum at any
time.


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


Loan or Loans
means, individually and collectively the Term Loans and any other advances made by Agent and Lenders in accordance with the Loan
Documents.


Loan Documents
means this Agreement, the Notes, any Intercreditor Agreement, the Collateral Documents, the Post-Closing Agreement and all documents,
instruments and agreements delivered in connection with the foregoing.


Loan Party
means Borrower and each Guarantor.


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






    	[Keystone] Credit Agreement	- 10 -	 



     

    

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


Material Contract
has the meaning assigned in Section 5.21 hereof.


Mortgage means
a mortgage, deed of trust, leasehold mortgage or similar instrument granting Agent a Lien on a real property interest of any Loan
Party, each as amended, restated or otherwise modified from time to time.


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


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


Net Sales means
the gross amount billed or invoiced by Borrower and its Subsidiaries for Services and for the sale of Products and (including products
and services ancillary thereto) to independent customers, less deductions for (a) quantity, trade, cash or other discounts, allowances,
credits or rebates (including customer rebates) actually allowed or taken, (b) amounts deducted, repaid or credited by reason of
rejections or returns of goods and government mandated rebates, or because of chargebacks or retroactive price reductions, and
(c) taxes, tariffs, duties or other governmental charges or assessments (including any sales, value added or similar taxes other
than an income tax) levied, absorbed or otherwise imposed on or with respect to the production, sale, transportation, delivery
or use of pharmaceutical products. A Product or Service shall be considered sold and/or provided when billed out or invoiced. To
the extent applicable, components of Net Sales shall be determined in the ordinary course of business in accordance with historical
practice and using the accrual method of accounting in accordance with GAAP. For the purposes of calculating Net Sales, Lenders
and Agent understand and agree that (i) Affiliates of a Borrower shall not be regarded as independent customers and (ii) Net Sales
shall not include Products distributed for product development purposes, including for use in pre-clinical trials.






    	[Keystone] Credit Agreement	- 11 -	 



     

    

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


Obligations
means all liabilities, indebtedness and obligations (monetary (including post-petition interest, allowed or not) or otherwise)
of any Loan Party under this Agreement, any other Loan Document or any other document or instrument executed in connection herewith
or therewith which are owed to any Lender or Affiliate of a Lender, in each case howsoever created, arising or evidenced, whether
direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.


OFAC shall
mean the U.S. Department of Treasury’s Office of Foreign Asset Control.


Origination Fee
shall have the meaning set forth in Section 2.7(a).


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


Patents shall
mean all of each Loan Party’s (or if referring to another Person, such other Person’s) now existing or hereafter acquired
right, title and interest in and to: (i) all patents, patent applications, inventions, invention disclosures and improvements,
and all applications, registrations and recordings relating to the foregoing as may at any time be filed in the United States Patent
and Trademark Office or in any similar office or agency of the United States, any state thereof or any political subdivision thereof,
or in any other country, and all research and development relating to the foregoing; and (ii) the reissues, divisions, continuations,
renewals, re-examinations, extensions and continuations-in-part of any of the foregoing.


Payment Date
means the forty-fifth (45th) day following the last calendar day of each Fiscal Quarter (or the next succeeding Business
Day to the extent such 45th day is not a Business Day), commencing with August 15, 2016.


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


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


Permit means
collectively all licenses, leases, powers, permits, franchises, certificates, authorizations and approvals.


Permitted Liens
means Liens permitted by Section 7.2.






    	[Keystone] Credit Agreement	- 12 -	 



     

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



Post-Closing Agreement
means that certain Post-Closing Agreement between Borrower and Agent dated as of the Closing Date, as the same may be modified,
amended or restated from time to time.


Prior Debt
means the Debt listed on Schedule 4.1.


Pro Rata Term Loan
Share means, with respect to any Lender, the applicable percentage (as adjusted from time to time in accordance with the terms
hereof) specified opposite such Lender’s name on Annex I which percentage represents the aggregate percentage of the
Term Loan Commitment held by such Lender, which percentage shall be with respect to the outstanding balance of the Term Loans as
of any date of determination after the Term Loan Commitment has terminated.


Product means
any products manufactured, sold, developed, tested or marketed by Borrower or any of its Subsidiaries, including without limitation,
those general categories of products set forth on Schedule 5.18(b) (as updated from time to time in accordance with Section 6.1.2);
provided, however, that if Borrower shall fail to comply with the obligations under Section 6.1.2 to give notice
to Agent and update Schedule 5.18(b) prior to manufacturing, selling, developing, testing or marketing any new general category
of Product, any such improperly undisclosed Product and/or category thereof shall be deemed to be included in this definition;
and provided, further, that products manufactured by Borrower for unaffiliated third parties shall not be deemed “Products”
hereunder.


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


Renova Disposition
means that certain Disposition to be made pursuant to that certain Asset Purchase Agreement dated as of October 31, 2014 by and
between Keystone and MACK Biomedical, LLC, as amended.


Required Lenders
means Lenders having an aggregate Pro Rata Term Loan Share in excess of fifty percent (50%), collectively; provided that
if there are only two Lenders, then Required Lenders means both such Lenders (Lenders that are Affiliates of one another being
considered as one Lender for purposes of this proviso).


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


Responsible Officer
shall mean the president, vice president or secretary of a Person, or any other officer having substantially the same authority
and responsibility; or, with respect to compliance with financial covenants or delivery of financial information, the chief financial
officer, the treasurer or the controller of a Person, or any other officer having substantially the same authority and responsibility,
and in all cases such person shall be listed on an incumbency certificate delivered to Agent, in form and substance reasonably
acceptable to Agent.






    	[Keystone] Credit Agreement	- 13 -	 



     

    

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


Royalties means
the amount of any and all royalties, license fees and any other payments or income of any type recognized as revenue in accordance
with GAAP by Borrower and its Subsidiaries with respect to the sale of Products or the provision of services by independent licensees
of Borrower and/or its Subsidiaries, including any such payments characterized as a share of net profits, any up-front or lump
sum payments, any milestone payments, commissions, fees or any other similar amounts, less deductions for amounts deducted, repaid
or credited by reason of adjustments to the sales upon which royalty amounts are based, regardless of the reason for such adjustment
to such sales. For the purposes of calculating Royalties, Lenders and Agent understand and agree that Affiliates of Borrower shall
not be regarded as independent licensees.


Services means
services provided by Borrower or any Affiliate of Borrower to un-Affiliated Persons, including without limitation any sales, laboratory
analysis, testing, consulting, marketing, commercialization and any other healthcare-related services.


Solvent means,
as to any Person at any time, that (a) the fair value of the property of such Person is greater than the amount of such Person’s
liabilities (including disputed, contingent, unmatured and unliquidated liabilities); (b) the present fair saleable value of the
property of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts
as they become absolute and matured; (c) such Person is able to pay its debts and other liabilities (including subordinated, disputed,
contingent, unmatured and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities
mature; and (e) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction,
for which such Person’s property would constitute unreasonably small capital.


Subordinated Debt
means (i) that certain unsecured Debt of Borrower pursuant to the Note Purchase Agreement dated March 31, 2016 by and among Borrower
and the investors set forth on Exhibit A attached thereto in an aggregate principal amount not to exceed $6,000,000, and (ii) any
other unsecured Debt incurred by Borrower on terms acceptable to Agent in its sole discretion and otherwise subordinated to all
of the Obligations (pursuant to a subordination, intercreditor, or other similar agreement in form and substance satisfactory to
Agent, in its sole discretion, entered into between Agent, Borrower, and the other creditor).


Subsidiary
means, with respect to any Person, a corporation, partnership, limited liability company or other entity of which such Person owns,
directly or indirectly, such number of outstanding shares or other equity interests as to have more than fifty percent (50%) of
the ordinary voting power for the election of directors or other managers of such corporation, partnership, limited liability company
or other entity. Unless the context otherwise requires, each reference to Subsidiaries herein shall be a reference to direct and
indirect Subsidiaries of Borrower.


Subsequent Term
Loan means the additional Term Loan made to the Borrower pursuant to Section 2.2.2.






    	[Keystone] Credit Agreement	- 14 -	 



     

    

Subsequent Term
Loan Warrant means a warrant to be issued to SWK by Borrower, in the form attached hereto as Exhibit D, on or prior
to the date of the Subsequent Term Loan made by Lenders pursuant to Section 2.2.2.


SWK has the
meaning set forth in the Preamble.


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


Term Loan Commitment
means $20,000,000.


Term Loan Maturity
Date means May 20, 2021, or such earlier date on which the Commitments terminate pursuant to Section 8.


Term Loan has
the meaning set forth in Section 2.1 and shall, for the avoidance of doubt, include the Subsequent Term Loan.


Trademarks
shall mean all of each Loan Party’s (or if referring to another Person, such other Person’s) now existing or hereafter
acquired right, title, and interest in and to: (i) all of such Loan Party’s (or if referring to another Person, such other
Person’s) trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles,
service marks, logos, other business identifiers, all applications, registrations and recordings relating to the foregoing as may
at any time be filed in the United States Patent and Trademark Office or in any similar office or agency of the United States,
or in any other country, and all research and development and the goodwill of the business relating to the foregoing; (ii) all
renewals thereof; and (iii) all designs and general intangibles of a like nature.


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


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


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


1.2             
Interpretation.


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






    	[Keystone] Credit Agreement	- 15 -	 



     

    

(b)              
For purposes of converting any amount reported or otherwise denominated in any currency other than Dollars to Dollars
under or in connection with the Loan Documents, Agent shall calculate such currency conversion via the applicable exchange rate
identified and normally published by Bloomberg Professional Service as the applicable exchange rate as of the close of currency
trading on each trading date during the applicable period of measurement, or, if such currency conversion deals exclusively with
a particular date of determination, as of the close of currency trading on such date of determination (or the following trading
date to the extent no currency trading took place on such date of determination). If Bloomberg Professional Service no longer reports
such currency exchange rate, Agent shall select another nationally-recognized currency exchange rate reporting service selected
by Agent in good faith.


Section
2                  
Credit Facility.


2.1             
Term Loan Commitments. On and subject to the terms and conditions of this Agreement, each Lender, severally
and for itself alone, agrees to make a multi-draw term loan to Borrower (each such loan, individually and collectively, a “Term
Loan”) in such Lender’s applicable Pro Rata Term Loan Share of the Term Loan Commitment. A portion of the Commitments
of Lenders to make such a Term Loan shall terminate concurrently with the making of such Term Loan on the Closing Date, such portion
terminated to equal the amount of such Term Loan, and the date of the Subsequent Term Loan, such portion terminated to equal the
amount of the Subsequent Term Loan. The Loan is not a revolving credit facility, and therefore Term Loans which are repaid or prepaid
by Borrower, in whole or in part, may not be re-borrowed. 


2.2             
Loan Procedures.


2.2.1       
Initial Advance.


On the Closing Date,
Lenders shall advance to Borrower an amount equal to Seventeen Million Five Hundred Thousand and No/100 Dollars ($17,500,000),
upon Borrower’s satisfaction of the conditions to closing described in Section 4 of this Agreement.


2.2.2       
Subsequent Term Loan.


During the period
beginning on the Closing Date and ending March 15, 2017, so long as (a) no Material Adverse Effect, Default or Event of Default
has occurred and is continuing, (b) the Aggregate Revenue of Borrower and its Subsidiaries for the four (4) consecutive Fiscal
Quarters most recently ended as of the date of the advance request referenced below exceeds $47,000,000, (c) Agent shall have received
evidence reasonably acceptable to Agent of the issuance of additional Equity Interests of Borrower after the Closing Date, on terms
and conditions reasonably satisfactory to Agent, resulting in net cash proceeds to Borrower of not less than $2,500,000 and (d)
Agent shall have received the fully-executed Subsequent Term Loan Warrant, upon Agent’s receipt of a written request from
Borrower for a subsequent advance of the Term Loan, Lenders shall make (1) one additional advance (within fifteen (15) days of
receipt by Agent of such written request for advance) to Borrower in the aggregate amount equal to, but not less than, Two
Million Five Hundred Thousand and No/100 Dollars ($2,500,000).






    	[Keystone] Credit Agreement	- 16 -	 



     

    

2.3             
Commitments Several.


The failure of any
Lender to make the initial Term Loan on the Closing Date or the Subsequent Term Loan in accordance with Section 2.2.2 above
shall not relieve any other Lender of its obligation (if any) to make a Loan on the applicable date, but no Lender shall be responsible
for the failure of any other Lender to make any Term Loan to be made by such other Lender.


2.4             
Indebtedness Absolute; No Offset; Waiver.


The payment obligations
of Borrower hereunder are absolute and unconditional, without any right of rescission, setoff, counterclaim or defense for any
reason against Agent and Lenders. As of the Closing Date, the Loan has not been compromised, adjusted, extended, satisfied, rescinded,
set-off or modified, and the Loan Documents are not subject to any litigation, dispute, refund, claims of rescission, setoff, netting,
counterclaim or defense whatsoever, including but not limited to, claims by or against any Loan Party or any other Person. Payment
of the Obligations by Borrower shall be made only by wire transfer, in Dollars, and in immediately available funds when due and
payable pursuant to the terms of this Agreement and the other Loan Documents, is not subject to compromise, adjustment, extension,
satisfaction, rescission, set-off, counterclaim, defense, abatement, suspension, deferment, deductible, reduction, termination
or modification, whether arising out of transactions concerning the Loan, or otherwise. Without limitation to the foregoing, to
the fullest extent permitted under applicable law and notwithstanding any other term or provision contained in this Agreement or
any other Loan Document, Borrower hereby waives (and shall cause each Loan Party to waive) (a) presentment, protest and demand,
notice of default (except as expressly required in the Loan Documents), notice of intent to accelerate, notice of acceleration,
notice of protest, notice of demand and of dishonor and non-payment of the Obligations, (b) any requirement of diligence or
promptness on Agent’s part in the enforcement of its rights under the provisions of this Agreement and any other Loan Document,
(c) any rights, legal or equitable, to require any marshalling of assets or to require foreclosure sales in a particular order,
(d) all notices of every kind and description which may be required to be given by any statute or rule of law except as specifically
required hereunder, (e) the benefit of all laws now existing or that may hereafter be enacted providing for any appraisement
before sale or any portion of the Collateral, (f) all rights of homestead, exemption, redemption, valuation, appraisement,
stay of execution, notice of election to mature or declare due the whole of the Obligations in the event of foreclosure of the
Liens created by the Loan Documents, (g) the pleading of any statute of limitations as a defense to any demand under any Loan
Document and (h) any defense to the obligation to make any payments required under the Loan Documents, including the obligation
to pay taxes based on any damage to, defects in or destruction of the Collateral or any other event, including obsolescence of
any of the Collateral, it being agreed and acknowledged that such payment obligations are unconditional and irrevocable. Borrower
further acknowledges and agrees (i) to any substitution, subordination, exchange or release of any security or the release
of any party primarily or secondarily liable for the payment of the Loan; (ii) that Agent shall not be required to first institute
suit or exhaust its remedies hereon against others liable for repayment of all or any part of the Loan, whether primarily or secondarily
(collectively, the “Obligors”), or to perfect or enforce its rights against any Obligor or any security for
the Loan; and (iii) that its liability for payment of the Loan shall not be affected or impaired by any determination that
any security interest or lien taken by Agent for the benefit of Lenders to secure the Loan is invalid or unperfected. Borrower
acknowledges, warrants and represents in connection with each waiver of any right or remedy of Borrower contained in any Loan Document
that it has been fully informed with respect to, and represented by counsel of its choice in connection with, such rights and remedies,
and all such waivers, and after such advice and consultation, has presently and actually intended, with full knowledge of its rights
and remedies otherwise available at law or in equity, to waive or relinquish such rights and remedies to the full extent specified
in each such waiver.






    	[Keystone] Credit Agreement	- 17 -	 



     

    

2.5             
Loan Accounting.


2.5.1       
Recordkeeping.


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


2.5.2       
Notes.


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


2.6             
Payment of Interest.


2.6.1       
Interest Rates.


(a)               
The outstanding principal balance under the Loan shall bear interest at a per annum rate of interest equal to the
Contract Rate (as may be adjusted from time to time in accordance with this Section 2.6.1). Whenever, subsequent to the
date hereof, the LIBOR Rate is increased or decreased (as determined on the date that is two (2) Business Days prior to each Payment
Date), the Contract Rate, as set forth herein, shall be similarly changed effective as of such subsequent Payment Date, without
notice or demand of any kind by an amount equal to the amount of such change in the LIBOR Rate on the date that is two (2) Business
Days prior to each Payment Date. The interest due on the principal balance of the Loan outstanding as of any Payment Date shall
be computed for the actual number of days elapsed during the period in question on the basis of a year consisting of three hundred
sixty (360) days and shall be calculated by determining the average daily principal balance outstanding for each day of such period
in question. The daily rate shall be equal to 1/360th times the Contract Rate. If any statement furnished by Agent for the amount
of a payment due exceeded the actual amount that should have been paid because the LIBOR Rate decreased and such decrease was not
reflected in such statement, Borrower shall make the payment specified in such statement from Agent and Borrower shall receive
a credit for the overpayment, which credit shall be applied towards the next subsequent payment due hereunder. If any statement
furnished by Agent for the amount of a payment due was less than the actual amount that should have been paid because the LIBOR
Rate increased and such increase was not reflected in such statement, Borrower shall make the payment specified in such statement
from Agent and Borrower shall be required to pay any resulting underpayment with the next subsequent payment due hereunder.






    	[Keystone] Credit Agreement	- 18 -	 



     

    

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


2.6.2       
Payments of Interest and Principal.


Borrower shall pay
to Lenders all accrued interest on the Loan in arrears on each Payment Date, upon a prepayment of such Loan in accordance with
Section 2.8 and at maturity in cash. Any partial prepayment of the Loan shall be applied in inverse order of maturity and
so shall not reduce the amount of any quarterly principal amortization payment required pursuant to Section 2.9.1 (but this
shall not be construed as permitting any partial prepayment other than as may be expressly permitted elsewhere in this Agreement).


2.7             
Fees.


(a)               
Origination Fee. Borrower shall pay to SWK, for its own account, a fee (the “Origination Fee”)
in the amount of $300,000, which Origination Fee shall be deemed fully earned and non-refundable on the Closing Date.


(b)              
Exit Fee. Upon the earlier to occur of (i) the Term Loan Maturity Date, or (ii) full repayment of
the Loan and all other Obligations, whether as a result of the application of Net Cash Proceeds from any Disposition, the contractual
acceleration of the Loan hereunder, an acceleration of the Loan by Agent in accordance with this Agreement or otherwise, Borrower
shall pay an exit fee to Agent, for the benefit of Lenders, in an amount equal to four percent (4.0%) multiplied by the aggregate
principal amount of all Term Loans advanced hereunder.


2.8             
Prepayment.


2.8.1       
Mandatory Prepayment. Borrower shall prepay the Obligations (which shall include any amounts that would otherwise
be due and payable on such date had Borrower voluntarily prepaid the Obligations pursuant to Section 2.8.2 (as it relates
to any such mandatory prepayment on or after the first anniversary of the Closing Date) or Section 2.8.3 (as it relates
to any such mandatory prepayment prior to the first anniversary of the Closing Date)) until paid in full within two (2) Business
Days after the receipt by a Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds;
provided that (a) with respect to any Disposition described in clauses (a), (b) or (c) of the definition thereof, no such prepayment
shall be required to the extent the proceeds from such Disposition are applied within one-hundred eighty (180) days of such Disposition
to replace such assets to be used in the business of Borrower and the Subsidiaries, and (b) with respect to any Disposition resulting
from any loss, destruction, damage, condemnation, confiscation, requisition, seizure or taking, no such prepayment shall be required
to the extent the proceeds from such Disposition are applied within one-hundred eighty (180) days of such Disposition to replace
the assets in question or to repair or reconstruct damaged property or property affected by such loss, destruction, damage, condemnation,
confiscation, requisition, seizure or taking.






    	[Keystone] Credit Agreement	- 19 -	 



     

    

2.8.2       
Voluntary Prepayment.


(a)               
Subject to clause (b) below and Section 2.8.3 hereof, Borrower may, on or after the first anniversary
of the Closing Date and from time to time thereafter, on at least five (5) Business Days’ written notice or telephonic notice
(followed on the same Business Day by written confirmation thereof) to Agent (which shall promptly advise each Lender thereof)
not later than 12:00 noon Dallas time on such day, prepay the Term Loan and all related Obligations in whole or in part. Such notice
to Agent shall specify the amount and proposed date of such prepayment, and the application of such amounts to be prepaid shall
be applied in accordance with Section 2.9.1(b) or 2.10.2 (as applicable). Any such partial prepayment shall be in
an amount equal to $500,000 or a higher integral multiple of $100,000. For avoidance of doubt, permitted payments under this Section
2.8.2 are independent of and in addition to Revenue-Based Payments that are credited toward the principal of the Loans under
Section 2.9.1(b).


(b)              
If Borrower makes any prepayment of the Term Loan under clause (a) (and not, for the avoidance of doubt, under
Section 2.8.3), it shall pay to Agent, for the benefit of Lenders, the following amounts (in addition to any such prepayment
of the Term Loan and related Obligations) on the date of such prepayment: (i) if such prepayment is made on or after the first
anniversary of the Closing Date but prior to the second anniversary of the Closing Date, three percent (3%) of the aggregate amount
of the Term Loan so prepaid; (ii) if such prepayment is made on or after the second anniversary of the Closing Date but prior to
the third anniversary of the Closing Date, two percent (2%) of the aggregate amount of the Term Loan so prepaid; (iii) if such
prepayment is made on or after the third anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date,
one percent (1%) of the aggregate amount of the Term Loan so prepaid; and (iv) if such prepayment is made on or after the fourth
anniversary of the Closing Date, zero percent (0%) of the aggregate amount of the Term Loan so prepaid.


(c)               
Notwithstanding anything set forth herein or in any other Loan Documents to the contrary, any prepayment of the
Loans other than via the application of Revenue-Based Payments made pursuant to Section 2.9.1 or Section 2.10.2,
as applicable, or prepayments in accordance with Section 2.8.1 or Section 2.8.3 shall be limited and governed by
this Section 2.8.2.


2.8.3       
Change of Control. Upon a Change of Control, Borrower shall immediately, unless otherwise Agreed to by Agent
in its sole discretion, prepay the outstanding principal balance of the Term Loan; provided that such prepayment shall equal the
sum of the outstanding principal balance of the Term Loan and all other outstanding Obligations (subject to the limitations set
forth in this Section 2.8.3), plus (a) a prepayment fee (the “Change of Control Prepayment Fee”)
calculated as the additional amount that would be needed to be paid such that the sum of (1) such Change of Control Prepayment
Fee, plus (2) the aggregate payments actually made in cash to all Lenders on or prior to such date in respect of the principal
amount of the Term Loan, including without limitation any prepayment fees under Section 2.8.2(b), the Exit Fee and the Origination
Fee, plus (3) without duplication of clause (2), all Revenue-Based Payments actually made in cash to all Lenders
on or prior to such date (excluding, for the avoidance of doubt, in each case, any amounts paid in respect of any interest accrued
at the Default Rate and any other costs, indemnifications or reimbursements hereunder), plus (4) any gains actually realized
by Agent pursuant to any shares purchased under the Closing Date Warrant and the Subsequent Term Loan Warrant results in (A) if
such prepayment occurs prior to the first anniversary of the Closing Date, an amount equal to one and seventeen hundredth (1.17)
times the aggregate amount advanced by Lenders pursuant to Section 2.2 hereof on or prior to such date or (B) if such prepayment
occurs on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, an Internal
Rate of Return for each Lender on the Term Loan of seventeen percent (17%) or (b) if such prepayment occurs on or after the second
anniversary of the Closing Date, the prepayment fee that would otherwise be due and payable upon a prepayment made pursuant to
Section 2.8.2(b) on such date of determination, if any. Any prepayment made under this Section 2.8.3 shall be applied
in the order set forth in Section 2.9.1(b). For the avoidance of doubt, each of the Closing Date Warrant and Subsequent
Term Loan Warrant shall be terminated, according to its terms upon a prepayment of the loan prior to the second anniversary of
the Closing Date pursuant to this Section 2.8.3.






    	[Keystone] Credit Agreement	- 20 -	 



     

    

2.9             
Repayment of Term Loan.


2.9.1       
Revenue-Based Payment.


(a)               
During the period commencing on the date hereof until the Obligations are Paid in Full, Borrower promises to pay
to Agent, for the account of each Lender according to its Pro Rata Term Loan Share, an amount based on a percentage of the aggregate
of Net Sales, Royalties and any other income or revenue recognized by Borrower and/or its Subsidiary, on a consolidated basis,
in accordance with GAAP (collectively, the “Aggregate Revenue”) in each Fiscal Quarter (the “Revenue-Based
Payment”), which will be applied to the Obligations as provided in clause (b) below. The Revenue-Based Payment
with respect to each Fiscal Quarter shall be payable on the Payment Date next following the end of such Fiscal Quarter. Commencing
with the Fiscal Quarter beginning April 1, 2016, the Revenue-Based Payment with respect to each Fiscal Quarter shall be equal to:


(i) the aggregate
Revenue-Based Payments payable from January 1 of the Fiscal Year of which such Fiscal Quarter is part through the end of such Fiscal
Quarter, calculated as the sum of:


                                                             
(A)                       
Twelve percent (12.00%) of Aggregate Revenue up to and including $40,000,000 in such Fiscal Year; plus


                                                             
(B)                       
Ten percent (10.0%) of Aggregate Revenue greater than $40,000,000 up to and including $55,000,000 in such Fiscal
Year; plus


                                                             
(C)                       
Five percent (5.00%) of Aggregate Revenue greater than $55,000,000 in such Fiscal Year;


Minus


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


(b)              
So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each
Revenue-Based Payment on each Payment Date will be applied in the following priority:


(i)                
FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Sections
2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this Agreement or otherwise pursuant to the
Collateral Documents, and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the
Collateral or to preserve or protect its security interest in the Collateral;


(ii)              
SECOND, to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans
and Commitments pursuant to Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5 under this
Agreement or otherwise pursuant to the Collateral Documents, pro rata based on each Lender’s Pro Rata Term Loan Share, until
Paid in Full;






    	[Keystone] Credit Agreement	- 21 -	 



     

    

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


(iv)            
FOURTH, as it relates to each Payment Date on or after the Payment Date occurring in May, 2018, to the payment of
all principal of the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of (a) $500,000
on any such Payment Date occurring in May, 2018, August, 2018 or November, 2018 (b) $1,000,000 on any such Payment Date occurring
in February, 2019 or any Payment Date thereafter;


(v)              
FIFTH, all remaining amounts to the Borrower.


In the event that
the amounts distributed under Section 2.9.1(b) on any Payment Date are insufficient for payment of the amounts set forth
in Section 2.9.1(b)(i) through (iii) for such Payment Date, Borrower shall pay an amount equal to the extent of such
insufficiency within five (5) Business Days of request by Agent. For the avoidance of doubt, at all times prior to the Payment
Date in May, 2018, Borrower shall only be required to pay Revenue-Based Payments to the extent of amounts owing under clauses
(i), (ii), and (iii) above on each such Payment Date prior to May, 2018.


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


2.9.2       
Principal.


Notwithstanding
the foregoing, the outstanding principal balance of the Term Loans and all other Obligations then due and owing shall be Paid in
Full on the Term Loan Maturity Date.


2.10         
Payment.


2.10.1   
Making of Payments.


Except as set forth
in the last sentence of this Section 2.10.1, all payments of principal, interest, fees and other amounts, shall be
made in immediately-available funds, via wire transfer as directed by Agent in writing, not later than 1:00 p.m. Dallas time
on the date due, and funds received after that hour shall be deemed to have been received by Agent on the following Business Day.
Not later than two (2) Business Days prior to each Payment Date, Agent shall provide to Borrower and each Lender a quarterly statement
with the amounts payable by Borrower to Agent on such Payment Date in accordance with Section 2.9.1(b) hereof, which shall
include, for additional clarity, Agent’s calculation of the Revenue-Based Payment for the prior Fiscal Quarter, which statement
shall be binding on Borrower absent manifest error, and Borrower shall be entitled to rely on such quarterly statement in relation
to its payment obligations on such Payment Date.






    	[Keystone] Credit Agreement	- 22 -	 



     

    

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


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


2.10.3   
Set-off.


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


2.10.4   
Proration of Payments.


If any Lender shall
obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise, on account of principal
of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2, 10.5 or 10.8) in
excess of its applicable Pro Rata Term Loan Share of payments and other recoveries obtained by all Lenders on account of principal
of and interest on such Term Loan then held by them, then such Lender shall purchase from the other Lenders such participations
in the Loans held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably
with each of them; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from
such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.


Section
3                  
Yield Protection.


3.1             
Taxes.


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






    	[Keystone] Credit Agreement	- 23 -	 



     

    

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


(c)               
Each Foreign Lender that is a party hereto on the Closing Date or becomes an assignee of an interest under this Agreement
under Section 10.8.1 after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such
assignment) shall deliver to Borrower and Agent on or prior to the date on which such Foreign Lender becomes a party to this Agreement:


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


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


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


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






    	[Keystone] Credit Agreement	- 24 -	 



     

    

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


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


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


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


3.2             
Increased Cost.


(a)               
If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change
in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or
comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein
to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted
or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the
Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve
(including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability
to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described
in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining
any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement
or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting
forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished
to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1),
Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such
reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on
which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive
effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance
of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1
shall govern.






    	[Keystone] Credit Agreement	- 25 -	 



     

    

(b)              
If any Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after
the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in
the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request
or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling
Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or
such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such
Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender
or such controlling Person to be material, then from time to time, within five (5) Business Days of demand by such Lender (which
demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable
detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate
such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one-hundred
eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise
to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period
of retroactive effect.


(c)               
Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering
its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive
payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any
applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another
office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional
amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced
and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through
such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans
or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to
this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing
such other office as described above.  A certificate as to the amount of any such expenses payable by Borrower pursuant to
this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower
(with a copy to Agent) shall be conclusive absent manifest error.






    	[Keystone] Credit Agreement	- 26 -	 



     

    

3.3             
Funding Losses.


Borrower hereby agrees
that upon demand by any Lender (which demand shall be accompanied by a statement setting forth the basis for the amount being claimed,
a copy of which shall be furnished to Agent), Borrower will indemnify such Lender against any net loss or expense which such Lender
may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by such Lender to fund or maintain the Term Loans subject to the LIBOR Rate, as reasonably determined by such Lender,
as a result of (a) any payment or prepayment of any Term Loan of such Lender on a date other than the Term Loan Maturity Date
or (b) any failure of Borrower to borrow any Loan on a date specified therefor in a notice of borrowing pursuant to this Agreement.
For the purposes of this Section 3.3, all determinations shall be made as if such Lender had actually funded and maintained
each Term Loan through the purchase of deposits having a maturity corresponding to the Loan and bearing an interest rate equal
to the LIBOR Rate during such period of time being measured.


3.4             
Manner of Funding; Alternate Funding Offices.


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


3.5             
Conclusiveness of Statements; Survival.


Determinations and
statements of any Lender pursuant to Section 3.1, 3.2, 3.3 or 3.4 shall be conclusive absent demonstrable
error. Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 3.1 or 3.2,
and the provisions of such Sections shall survive repayment of the Loans, cancellation of the Notes and termination of this Agreement.


Section
4                  
Conditions Precedent.


The obligation of
each Lender to make its Loan hereunder is subject to the following conditions precedent, each of which shall be reasonably satisfactory
in all respects to Agent.


4.1             
Prior Debt.


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



4.2             
Delivery of Loan Documents.


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


(a)               
Loan Documents. The Loan Documents to which any Loan Party is a party, each duly executed by a Responsible
Officer of each Loan Party and the other parties thereto (except Agent and the Lenders), and (ii) each other Person (except Agent
and the Lenders) shall have delivered to Agent and Lenders the Loan Documents to which it is a party, each duly executed and delivered
by such Person and the other parties thereto (except Agent and the Lenders).





    	[Keystone] Credit Agreement	- 27 -	 



     

    

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


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


(d)              
[Reserved].


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


(f)               
Authorization Documents. For each Loan Party, such Person’s (i) charter (or similar formation document),
certified by the appropriate Governmental Authority, if applicable, (ii) good standing certificates in its jurisdiction of
incorporation (or formation) and in each other jurisdiction reasonably requested by Agent, in each case, if applicable, (iii) bylaws
(or similar governing document), (iv) resolutions of its board of directors (or similar governing body) approving and authorizing
such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated
thereby, and (v) signature and incumbency certificates of its officers executing any of the Loan Documents, all certified
by its secretary or an assistant secretary (or similar officer) as being in full force and effect without modification, in form
and substance reasonably satisfactory to Agent.


(g)               
Closing Certificate. A certificate executed by a Responsible Officer of Borrower, which shall constitute a
representation and warranty by Borrower as of the Closing Date that the conditions contained in Sections 4.5, 4.8,
4.9 and 4.10 have been satisfied.


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


(i)                
Insurance. Certificates or other evidence of insurance in effect as required by Section 6.3(c) and
(d), with endorsements naming Agent as lenders’ loss payee and/or additional insured, as applicable.






    	[Keystone] Credit Agreement	- 28 -	 



     

    

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


(k)              
Financials. The financial statements, projections and pro forma balance sheet described in Section 5.4.


(l)                
[Reserved].


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


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


4.3             
Fees. The Lenders and Agent shall have received all fees required to be paid, and all expenses for which invoices
have been presented (including the reasonable fees and expenses of legal counsel), required to be paid under the Loan Documents
on or before the Closing Date. All such amounts will be paid with proceeds of the initial advance of the Term Loan and any previous
expense deposits made with Agent on or before the Closing Date and will be reflected in the funding instructions given by Borrower
to Agent on or before the Closing Date.


4.4             
Warrants. Agent shall have received the fully executed Closing Date Warrant. 


4.5             
Representations, Warranties, Defaults. As of the Closing Date, after giving effect to the making of the Loans,
(a) all representations and warranties of Borrower set forth in any Loan Document shall be true and correct in all material respects
as if made on and as of the Closing Date (except for representations and warranties that specifically refer to an earlier date,
which shall be true and correct in all material respects as of such earlier date) and (b) no Default or Event of Default shall
exist. The acceptance of the Term Loans by Borrower shall be deemed to be a certification by Borrower that the conditions set forth
in this Section 4.5 have been satisfied.


4.6             
Diligence. Agent and Lenders shall have completed their due diligence review of the Loan Parties and their
Subsidiaries, their assets, business, obligations and the transactions contemplated herein, the results of which shall be satisfactory
in form and substance to Lenders, including, without limitation, (i) an examination of (A) Borrower’s projected Aggregate
Revenue for such periods as required by Lenders, (B) such valuations of Borrower and its assets as Lenders shall require and (C)
the terms and conditions of all obligations owed by Borrower deemed material by Lenders, the results of which shall be satisfactory
in form and substance to Lenders and (D) background checks with respect to the officers of Borrower; (ii) an examination of the
Collateral, the financial statements and the books, records, business, obligations, financial condition and operational state of
Borrower, and Borrower shall have demonstrated to Lender’s satisfaction, in its sole discretion, that (x) no operations
of Borrower are the subject of any governmental investigation, evaluation or any remedial action which could result in any expenditure
or liability deemed material by Lenders, in their sole discretion, and (y) Borrower has no liabilities or obligations (whether
contingent or otherwise) that are deemed material by Lenders, in their reasonable discretion.






    	[Keystone] Credit Agreement	- 29 -	 



     

    

4.7             
Corporate Matters. All corporate and other proceedings, documents, instruments and other legal matters in
connection with the transactions contemplated by the Loan Documents (including, but not limited to, those relating to corporate
and capital structures of Borrower) shall be satisfactory to Lenders in their sole discretion.


4.8             
No Felonies or Indictable Offenses. No Loan Party nor, to Borrower’s knowledge, any of their respective
Affiliates nor any of their officers or key management personnel shall have been charged with or be under active investigation
for a felony crime.


4.9             
No Material Adverse Effect. There shall not be any Debt or material obligations (other than those otherwise
set forth in the Schedules to this Agreement) of any nature with respect to any Loan Party which could reasonably be likely to
have a Material Adverse Effect.


4.10         
Minimum Capital Raise. Borrower shall have issued additional Equity Interests, on terms and conditions satisfactory
to Agent, resulting in net cash proceeds to Borrower of not less than $5,000,000, it being agreed that all equity capital raised
from March 30, 2016 through the date hereof and used to repay the Prior Debt shall be included in determining whether this condition
has been satisfied.


Section
5                  
Representations and Warranties.


To induce Agent and
Lenders to enter into this Agreement and to induce Lenders to make Loans hereunder, Borrower represents and warrants to Agent and
Lenders, as of the Closing Date and the date of the Subsequent Term Loan made by Lenders pursuant to Section 2.2.2 (provided
that as of such date any Schedules referenced herein may be updated such that the representations and warranties relating to such
Schedules shall be true and correct in all material respects) that:


5.1             
Organization.


Each Loan Party is
validly existing and in good standing under the laws of its state or country of jurisdiction as set forth on Schedule 5.1,
and is duly qualified to do business in each jurisdiction set forth on Schedule 5.1, which are all of the jurisdictions
in which failure to so qualify could reasonably be likely to have or result in a Material Adverse Effect.


5.2             
Authorization; No Conflict.


Each Loan Party is
duly authorized to execute and deliver each Loan Document to which it is a party, to borrow or guaranty monies hereunder, as applicable,
and to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance by Loan
Parties of this Agreement and the other Loan Document to which it is a party, as applicable, and the transactions contemplated
therein, do not and will not (a) require any consent or approval of any Governmental Authority (other than any consent or
approval which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable
law (including any Health Care Law), (ii) the charter, by-laws or other organizational documents of such Loan Party or (iii) (except
as it relates to the documents governing the Prior Debt, each of which will be terminated and/or paid on the Closing Date) any
Material Contract, or any judgment, order or decree, which is binding upon any Loan Party or any of its properties or (c) require,
or result in, the creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Agent created
pursuant to the Collateral Documents).






    	[Keystone] Credit Agreement	- 30 -	 



     

    

5.3             
Validity; Binding Nature.


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


5.4             
Financial Condition.


(a)               
The unaudited consolidated financial statements of Borrower for the Fiscal Year 2015, copies of each of which have
been delivered pursuant hereto, were prepared in accordance with GAAP and present fairly in all material respects the consolidated
financial condition of Borrower as at such dates and the results of its operations for the periods then ended.


(b)              
The consolidated financial projections (including an operating budget and a cash flow budget) of Borrower for the
period ending December 31, 2020 delivered to Agent and Lenders on or prior to the Closing Date (i) were prepared by
Borrower in good faith and (ii) were prepared in accordance with assumptions for which Borrower believes it has a reasonable
basis, and the accompanying consolidated and consolidating pro forma unaudited balance sheet of Borrower as at the Closing Date,
adjusted to give effect to the financings contemplated hereby as if such transactions had occurred on such date, is consistent
in all material respects with such projections (it being understood that the projections are not a guaranty of future performance
and that actual results during the period covered by the projections may materially differ from the projected results therein).


5.5             
No Material Adverse Change.


Since December 31,
2015, there has been no material adverse change in the financial condition, operations, assets, business or properties of Borrower
taken as a whole.


5.6             
Litigation.


No litigation (including
derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to Borrower’s knowledge,
threatened against any Loan Party that would reasonably be expected to have, either individually or in the aggregate, a Material
Adverse Effect. As of the Closing Date, other than any liability incidental to such litigation or proceedings, no Loan Party has
any material Contingent Obligations not listed on Schedule 7.1 or disclosed in the financial statements specified in Section 5.4(a).


5.7             
Ownership of Properties; Liens.


Borrower and each
other Loan Party owns all of its material properties and assets, tangible and intangible, of any nature whatsoever that it purports
to own (including Intellectual Property), free and clear of all Liens and charges and claims (including infringement claims with
respect to Intellectual Property), except Permitted Liens or as set forth on Schedule 5.7.


5.8             
Capitalization.


All issued and outstanding
Equity Interests of Loan Parties are duly authorized, validly issued, fully paid, non-assessable, and such securities were issued
in compliance in all material respects with all applicable state and federal laws concerning the issuance of securities. Schedule
5.8 sets forth the authorized Equity Interests of each Loan Party as of the Closing Date as well as all Persons owning more
than ten percent (10%) of the outstanding Equity Interests in each such Loan Party.





    	[Keystone] Credit Agreement	- 31 -	 



     

    
5.9             
Pension Plans.


No Loan Party has,
nor to Borrower’s knowledge has any Loan Party ever had, a Pension Plan.


5.10         
Investment Company Act.


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


5.11         
No Default.


No Event of Default
or Default exists or would result from the incurrence by Borrower of any Debt hereunder or under any other Loan Document or as
a result of any Loan Party entering into the Loan Documents to which it is a party.


5.12         
Margin Stock.


No Loan Party is engaged
principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying
Margin Stock. As of the Closing Date, no portion of the Obligations is secured directly or indirectly by Margin Stock.


5.13         
Taxes.


Except as set forth
on Schedule 5.13 hereof, each Loan Party has filed, or caused to be filed, all federal, state, foreign and other material
tax returns and reports required by law to have been filed by it and has paid all federal, state, foreign and other material taxes
and governmental charges thereby shown to be owing, except any such taxes or charges (a) that are not delinquent or (b) that are
being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have
been set aside on its books.


5.14         
Solvency.


On the Closing Date,
and immediately prior to and after giving effect to the borrowing hereunder and the use of the proceeds thereof, Borrower and its
Subsidiaries, on a consolidated basis, are and will be, Solvent.


5.15         
Environmental Matters.


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






    	[Keystone] Credit Agreement	- 32 -	 



     

    

5.16         
Insurance.


Loan Parties and their
respective properties are insured with financially sound and reputable insurance companies which are not Affiliates of any Loan
Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where such Loan Parties operate, as applicable. A true and complete listing
of such insurance as of the Closing Date, including issuers, coverages and deductibles, is set forth on Schedule 5.16.


5.17         
Information.


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


5.18         
Intellectual Property; Products and Services.


(a)               
Schedule 5.18(a) (as updated from time to time in accordance with Section 6.1.2 hereof) accurately
and completely lists all of Loan Parties’ Registered Intellectual Property. Each Loan Party owns and possesses or has a license
or other right to use all Intellectual Property that is necessary for the conduct of the business of such Loan Party, without any
infringement upon the intellectual property rights of others, except as otherwise set forth on Schedule 5.18(a) hereto.


(b)              
Schedule 5.18(b) (as updated from time to time in accordance with Section 6.1.2 hereof) accurately
and completely lists all categories of Products, all Services, and all Required Permits in relation thereto, and Borrower has delivered
to Agent a copy of all Required Permits as of the date hereof.


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






    	[Keystone] Credit Agreement	- 33 -	 



     

    

(d)              
Except as set forth on Schedule 5.18(b), (A) there have been no materially adverse clinical test results in
respect of any material Product since the date on which the applicable Loan Party acquired rights to such Product, and (B) there
have been no product recalls or voluntary product withdrawals from any market in respect of any material Product since the date
on which the applicable Loan Party acquired rights to such Product.


(e)               
No Loan Party has experienced any material failures in its manufacturing of any Product which caused any material
reduction in Products sold.


5.19         
Restrictive Provisions.


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


5.20         
Labor Matters.


No Loan Party is subject
to any labor or collective bargaining agreement. There are no existing or threatened strikes, lockouts or other labor disputes
involving any Loan Party that singly or in the aggregate would reasonably be expected to have a Material Adverse Effect. Hours
worked by and payment made to employees of each Loan Party are not in violation in any material respect of the Fair Labor Standards
Act or any other applicable law, rule or regulation dealing with such matters. Each Loan Party has fully and timely made any and
all material social benefits and pension contributions and payments required to be made by such Loan Party according to any applicable
law or agreement.


5.21         
Material Contracts.


Except for the agreements
set forth on Schedule 5.21 (collectively, the “Material Contracts”), as of the Closing Date there are
no (i) employment agreements covering the management of any Loan Party, (ii) collective bargaining agreements or other labor agreements
covering any employees of any Loan Party, (iii) agreements for managerial, consulting or similar services to which any Loan Party
is a party or by which it is bound, (iv) agreements regarding any Loan Party, its assets or operations or any investment therein
to which such Loan Party and any of its equity holders are a party, (v) patent licenses, trademark licenses, copyright licenses
or other lease or license agreements to which any Loan Party is a party, either as lessor or lessee, or as licensor or licensee
(other than widely-available software subject to “shrink-wrap” or “click-through” software licenses), (vi)
distribution, marketing or supply agreements to which any Loan Party is a party, (vii) customer agreements to which any Loan Party
is a party (in each case with respect to any agreement of the type described in the preceding clauses (i), (iii),
(iv), (v), (vi) and (vii) requiring payment of more than $100,000 in any year), (viii) partnership
agreements pursuant to which any Loan Party is a partner, limited liability company agreements pursuant to which any Loan Party
is a member or manager, or joint venture agreements to which any Loan Party is a party (in each case other than the applicable
Loan Parties’ organizational documents), (ix) real estate leases, or (x) any other agreements or instruments to which any
Loan Party is a party, in each case the breach, nonperformance or cancellation of which, would reasonably be expected to have a
Material Adverse Effect.  Schedule 5.21 sets forth, with respect to each real estate lease agreement to which any Loan
Party is a party as of the Closing Date, the address of the subject property. The consummation of the transactions contemplated
by the Loan Documents will not give rise to a right of termination in favor of any party to any Material Contract (other than a
Loan Party) which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.






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5.22         
Compliance with Laws; Health Care Laws.


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


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


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


(ii)              
Each Loan Party(either directly or through one or more authorized third parties) has (i) all licenses, consents,
certificates, permits, authorizations, approvals, franchises, registrations, qualifications and other rights from, and has made
all declarations and filings with, all applicable Governmental Authorities and self-regulatory authorities (each, an “Authorization”)
necessary to engage in the business conducted by it, except for such Authorizations with respect to which the failure to obtain
would not reasonably be expected to have a Material Adverse Effect, and (ii) no knowledge that any Governmental Authority is considering
limiting, suspending or revoking any such Authorization, except where the limitation, suspension or revocation of such Authorization
would not reasonably be expected to have a Material Adverse Effect. All such Authorizations are valid and in full force and effect
and such Loan Party is in material compliance with the terms and conditions of all such Authorizations and with the rules and regulations
of the regulatory authorities having jurisdiction with respect to such Authorizations, except where failure to be in such compliance
or for an Authorization to be valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.


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


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






    	[Keystone] Credit Agreement	- 35 -	 



     

    

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


5.23         
Existing Indebtedness; Investments, Guarantees and Certain Contracts.


Except as set forth
on Schedule 7.1, no Loan Party (a) has any outstanding Debt, except Debt under the Loan Documents, or (b) owns or holds
any equity or long-term debt investments in, or has any outstanding advances to or any outstanding guarantees for the obligations
of, or any outstanding borrowings from, any other Person.


5.24         
Affiliated Agreements.


Except as set forth
on Schedule 7.7 and employment agreements entered into with employees, managers, officers and directors from time to
time in the ordinary course of business, (i) there are no existing or proposed agreements, arrangements, understandings or transactions
between any Loan Party, on the one hand, and such Loan Party’s members, managers, managing members, investors, officers,
directors, stockholders, other equity holders, employees, or Affiliates or any members of their respective families, on the other
hand, and (ii) to Borrower’s knowledge, none of the foregoing Persons are directly or indirectly, indebted to or have any
direct or indirect ownership or voting interest in, any Affiliate of any Loan Party or any Person with which any Loan Party has
a business relationship or which competes with any Loan Party (except that any such Persons may own equity interests in (but not
exceeding two percent (2%) of the outstanding equity interests of) any publicly traded company that may compete with Loan Parties).


5.25         
Names; Locations of Offices, Records and Collateral; Deposit Accounts.


No Loan Party has
conducted business under or used any name (whether corporate, partnership or assumed) other than such names set forth on Schedule 5.25A.
Each Loan Party is the sole owner(s) of all of its respective names listed on Schedule 5.25A, and any and all business
done and invoices issued in such names are such Loan Party’s sales, business and invoices. Each Loan Party maintains, and
since its formation has maintained, respective places of business only at the locations set forth on Schedule 5.25B,
and all books and records of Loan Parties relating to or evidencing the Collateral are located in and at such locations (other
than (i) Deposit Accounts, (ii) Collateral in the possession of Agent, for the benefit of Lenders and (iii) other locations disclosed
to Agent from time to time in writing). Schedule 7.14 lists all of Loan Parties’ Deposit Accounts as of the Closing
Date. All of the tangible Collateral is located exclusively within the United States.



5.26         
Non-Subordination.


The payment and performance
of the Obligations by Loan Parties are not subordinated in any way to any other obligations of such Loan Parties or to the rights
of any other Person.





    	[Keystone] Credit Agreement	- 36 -	 



     

    

5.27         
Broker’s or Finder’s Commissions.


Except as set forth
in Schedule 5.27, no broker’s, finder’s or placement fee or commission will be payable to any broker or agent
engaged by any Loan Party or any of its officers, directors or agents with respect to the Loan or the transactions contemplated
by this Agreement except for fees payable to Agent and Lenders. Borrower agrees to indemnify Agent and each Lender and hold each
harmless from and against any claim, demand or liability for broker’s, finder’s or placement fees or similar commissions,
whether or not payable by Borrower, alleged to have been incurred in connection with such transactions, other than any broker’s
or finder’s fees payable to Persons engaged by Agent and/or Lenders.


5.28         
Anti-Terrorism; OFAC.


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


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


5.29         
Security Interest.


Each Loan Party has
full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, first priority (subject to
currently existing Permitted Liens) security interest and Lien on the Collateral pursuant to this Agreement and the other Loan
Documents, as applicable, subject to the following sentence. Upon the execution and delivery of this Agreement and the other Loan
Documents, and upon the filing of the necessary financing statements and/or appropriate filings and/or delivery of the necessary
certificates evidencing an equity interest, control and/or possession, as applicable, without any further action, Agent will have
a good, valid and first priority (subject to Permitted Liens) perfected Lien and security interest in the Collateral, for the benefit
of Lenders. Borrower is not party to any agreement, document or instrument that conflicts with this Section 5.29.


5.30         
Survival.


Borrower hereby makes
the representations and warranties contained herein with the knowledge and intention that Agent and Lenders are relying and will
rely thereon. All such representations and warranties will survive the execution and delivery of this Agreement, the Closing and
the making of the Loan.






    	[Keystone] Credit Agreement	- 37 -	 



     

    

Section
6                  
Affirmative Covenants.


Until all Obligations
have been Paid in Full, Borrower agrees that, unless at any time Required Lenders shall otherwise expressly consent in writing,
it will:


6.1             
Information.


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


6.1.1       
Annual Report.


Promptly when available
and in any event within one hundred twenty (120) days after the close of each Fiscal Year: (a) a copy of the annual audited
report of Borrower and its Subsidiaries for such Fiscal Year, including therein a consolidated balance sheet and statement
of earnings and cash flows of Borrower and its Subsidiaries as at the end of and for such Fiscal Year, certified without qualification
(except for qualifications relating to changes in accounting principles or practices reflecting changes in GAAP and required or
approved by Borrower’s independent certified public accountants) by independent auditors of recognized standing selected
by Borrower and reasonably acceptable to Agent, and (ii) a comparison of actual results for such Fiscal Year with the budget
for such Fiscal Year, each certified by the chief financial officer or another executive officer of Borrower.


6.1.2       
Interim Reports.


(a)               
Promptly when available and in any event within forty-five (45) days after the end of each Fiscal Quarter, unaudited
consolidated balance sheets of Borrower and its Subsidiaries as of the end of such Fiscal Quarter, together with consolidated statements
of earnings and cash flows for such Fiscal Quarter and for the period beginning with the first day of such Fiscal Year and ending
on the last day of such Fiscal Quarter, together with a comparison with the corresponding period of the previous Fiscal Year and
a comparison with the budget for such period of the current Fiscal Year (which may be in preliminary form), certified by the chief
financial officer or other executive officer of Borrower.


(b)              
Together with each such quarterly report to be delivered pursuant to Section 6.1.2(a) above, Borrower shall
provide to Agent (i) a written statement of Borrower’s management in a mutually agreed format setting forth a summary discussion
of Borrower’s financial condition, changes in financial condition and results of operations, and (ii) updated Schedules
5.18(a) and (b) setting forth any changes to the disclosures set forth in such schedules as most recently provided to
Agent or, as applicable, a written statement of Borrower’s management stating that there have been no changes to such disclosures
as most recently provided to Agent.


6.1.3       
Revenue-Based Payment Reconciliation.


Upon Agent’s
written request Borrower shall furnish to Agent, a report, in form acceptable to Agent, reconciling the Royalties, Net Sales
and all other revenue reported by Borrower to Agent during any reporting period to the Aggregate Revenue reported by Borrower hereunder
for such period and the amount of Revenue-Based Payment(s) made by Borrower in connection with such period(s).



6.1.4       
Compliance Certificate.


Contemporaneously
with the furnishing of a copy of each annual audit report pursuant to Section 6.1.1 and each set of quarterly statements
pursuant to Section 6.1.2, a duly completed Compliance Certificate, with appropriate insertions, dated the date of delivery
and corresponding to such annual report or such quarterly statements, and signed by the chief financial officer (or other executive
officer) of Borrower, containing a computation showing compliance with Section 7.13 and a statement to the effect that such
officer has not become aware of any Event of Default or Default that exists or, if there is any such event, describing it and the
steps, if any, being taken to cure it.





    	[Keystone] Credit Agreement	- 38 -	 



     

    

6.1.5       
Reports to Governmental Authorities and Shareholders.


Promptly upon the
filing or sending thereof, copies of (a) all regular, periodic or special reports of each Loan Party filed with any Governmental
Authority, (b) all registration statements (or such equivalent documents) of each Loan Party filed with any Governmental Authority
and (c) all proxy statements or other communications made to the holders of Borrower’s Equity Interests generally.


6.1.6       
Notice of Default; Litigation.


Promptly upon becoming
aware of any of the following, written notice describing the same and the steps being taken by Borrower or the applicable Loan
Party affected thereby with respect thereto:


(a)               
the occurrence of an Event of Default;


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


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


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






    	[Keystone] Credit Agreement	- 39 -	 



     

    

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


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


6.1.7       
Management Report.


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


6.1.8       
Projections.


As soon as practicable,
and in any event not later than forty-five (45) days after the commencement of each Fiscal Year, financial projections on a monthly
basis of revenues and EBITDA for Borrower and the Subsidiaries for such Fiscal Year prepared in a manner consistent with the projections
delivered by Borrower to Agent prior to the Closing Date or otherwise in a manner reasonably satisfactory to Agent, accompanied
by a certificate of a chief financial officer (or other executive officer) of Borrower on behalf of Borrower to the effect that
(a) such projections were prepared by them in good faith, (b) Borrower believes that it has a reasonable basis for the assumptions
contained in such projections and (c) such projections have been prepared in accordance with such assumptions.


6.1.9       
Updated Schedules to Guarantee and Collateral Agreement.


Contemporaneously
with the furnishing of each annual audit report pursuant to Section 6.1.1, updated versions of the Schedules to the Guarantee
and Collateral Agreement showing information as of the date of such audit report (it being agreed and understood that this requirement
shall be in addition to the notice and delivery requirements set forth in the Guarantee and Collateral Agreement).



6.1.10   
Other Information.


(a)               
Promptly, upon reasonable request of Agent, copies of any reports, statements or written materials (other than routine
communications (electronic or otherwise) between Borrower or its Affiliates and such entities that are not material in nature)
in relation to any Material Contract shall be delivered to Agent.





    	[Keystone] Credit Agreement	- 40 -	 



     

    

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


(c)               
Promptly, upon receipt by Borrower, copies of all material communication as well as other material documents received
by Loan Parties or any of their Subsidiaries from the FDA, CMS, DEA, or any other Governmental Authority.


(d)              
Promptly, upon receipt by Borrower, copies of (x) any notices or other communications relating to any breach, default,
or event of default with respect to any Subordinated Debt or any Approved AR Loan Facility and (y) any other modifications or amendment
entered into in relation to any Subordinated Debt or any Approved AR Loan Facility.


6.2             
Books; Records; Inspections.


Keep, and cause each
other Loan Party to keep, its books and records in accordance with sound business practices sufficient to allow the preparation
of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit (at any reasonable time and
with reasonable notice), Agent or any representative thereof to inspect the properties and operations of Borrower or any other
Loan Party; and permit, and cause each other Loan Party to permit, at any reasonable time and with reasonable notice (or at any
time without notice if an Event of Default exists), Agent (accompanied by any Lender) or any representative thereof to visit any
or all of its offices, to discuss its financial matters with its officers and its independent auditors (and Borrower hereby authorizes
such independent auditors to discuss such financial matters with any Lender or Agent or any representative thereof), and to examine
(and, at the expense of Borrower or the applicable Loan Party, photocopy extracts from) any of its books or other records; and
permit, and cause each other Loan Party to permit, (at any reasonable time and with reasonable notice) Agent and its representatives
to inspect the Collateral and other tangible assets of Borrower or Loan Party, to perform appraisals of the equipment of Borrower
or Loan Party, and to inspect, audit, check and make copies of and extracts from the books, records, computer data, computer programs,
journals, orders, receipts, correspondence and other data relating to any Collateral. Notwithstanding the foregoing, so long as
no Event of Default exists, such inspections and visitations shall be conducted no more than two times per calendar year.


6.3             
Conduct of Business; Maintenance of Property; Insurance.


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






    	[Keystone] Credit Agreement	- 41 -	 



     

    

(b)              
[Reserved].


(c)               
Borrower shall maintain, and cause each other Loan Party to maintain, with responsible insurance companies, such
insurance coverage as shall be required by all laws, governmental regulations and court decrees and orders applicable to it and
such other insurance, to such extent and against such hazards and liabilities, as is (i) customarily maintained by Persons operating
in the same geographical region as Borrower that are (A) subject to CLIA and other applicable Health Care Laws, or (B) otherwise
delivering to customers products or services similar to the Services (in each case, as determined by Agent in its reasonable discretion),
and (ii) otherwise in form, substance, and amounts acceptable to Agent in its reasonable discretion; provided that in any
event, such insurance shall, unless the Agent otherwise agrees, insure against all risks and liabilities of the type insured against
as of the Closing Date and shall have insured amounts no less than, and deductibles no higher than, those amounts provided for
as of the Closing Date. Upon request of Agent, Borrower shall furnish to Agent a certificate setting forth in reasonable detail
the nature and extent of all insurance maintained by Borrower and each other Loan Party. Borrower shall cause each issuer of an
insurance policy to provide Agent with an endorsement (x) showing Agent as a lender’s loss payee with respect
to each policy of property or casualty insurance and naming Agent as an additional insured with respect to each policy of liability
insurance promptly upon request by Agent, (y) providing that the insurance carrier will endeavor to give at least thirty
(30) days’ prior written notice to Borrower and Agent (or ten (10) days’ prior written notice if the Agent
consents to such shorter notice) before the termination or cancellation of the policy prior to the expiration thereof and (z) reasonably
acceptable in all other respects to Agent.


(d)              
Unless Borrower provides Agent with evidence of the continuing insurance coverage required by this Agreement, Agent
(upon reasonable advance written notice to Borrower) may purchase insurance at Borrower’s expense to protect Agent’s
and Lenders’ interests in the Collateral. This insurance shall protect Borrower’s and each other Loan Party’s
interests. The coverage that Agent purchases shall pay any claim that is made against Borrower or any other Loan Party in connection
with the Collateral. Borrower may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that
Borrower has obtained the insurance coverage required by this Agreement. If Agent purchases insurance for the Collateral, as set
forth above, Borrower will be responsible for the reasonable costs of that insurance, including interest and any other charges
that may be imposed with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance,
and such costs of the insurance may be added to the principal amount of the Loans owing hereunder.


6.4             
Compliance with Laws; Payment of Taxes and Liabilities.


(a)               
Comply, and cause each other Loan Party to comply, in all material respects with all applicable laws, rules, regulations,
decrees, orders, judgments, licenses and permits, except where failure to comply would not reasonably be expected to have a Material
Adverse Effect; (b) without limiting clause (a) above, use its commercially reasonable efforts to ensure, and cause
each other Loan Party to use its commercially reasonable efforts to ensure, that no person who Controls a Loan Party is (i) listed
on the Specially Designated Nationals and Blocked Person List maintained by OFAC, and/or any other similar lists maintained by
OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a Person designated under Section 1(b), (c)
or (d) or Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders;
(c) without limiting clause (a) above, comply and cause each other Loan Party to comply, with all applicable Bank Secrecy
Act and anti-money laundering laws and regulations, (d) file, or cause to be filed, all federal and state and other material
tax returns and reports required by law to be filed by any Loan Party, and (e) pay, and cause each other Loan Party to pay, prior
to delinquency, all federal and state and other material taxes and other material governmental charges against it or any of its
property, as well as material claims of any kind which, if unpaid, could become a Lien (other than a Permitted Lien) on any of
its property; provided that the foregoing shall not require Borrower or any other Loan Party to pay any such tax, charge
or claim so long as it shall contest the validity thereof in good faith by appropriate proceedings and shall set aside on its books
adequate reserves with respect thereto in accordance with GAAP. For purposes of this Section 6.4, “Control”
shall mean, when used with respect to any Person, (x) the direct or indirect beneficial ownership of fifty-one percent
(51%) or more of the outstanding Equity Interests of such Person or (y) the power to direct or cause the direction
of the management and policies of such Person whether by contract or otherwise.






    	[Keystone] Credit Agreement	- 42 -	 



     

    

6.5             
Maintenance of Existence.


Maintain and preserve,
and (subject to Section 7.4) cause each other Loan Party to maintain and preserve, (a) its existence and good
standing in the jurisdiction of its organization and (b) its qualification to do business and good standing in each jurisdiction
where the nature of its business makes such qualification necessary, other than any such jurisdiction where the failure to be qualified
or in good standing would not reasonably be expected to have a Material Adverse Effect.


6.6             
Employee Benefit Plans.


Except to the extent
that failure to do so would not be reasonably expected to result in (a) a Material Adverse Effect or (b) liability in excess of
$250,000 of any Loan Party, maintain, and cause each other Loan Party to maintain, each Pension Plan (if any) in substantial compliance
with all applicable requirements of law and regulations.


6.7             
Environmental Matters.


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


6.8             
Further Assurances.


Take, and cause each
other Loan Party to take, such actions as are necessary or as Agent or the Required Lenders may reasonably request from time to
time to ensure that the Obligations of Borrower and each other Loan Party under the Loan Documents are secured by a perfected Lien
in favor of Agent (subject only to the Permitted Liens) on substantially all of the assets of Borrower and each Subsidiary of Borrower
(as well as all equity interests of each Subsidiary of Borrower) and guaranteed by all of the Subsidiaries of Borrower (including,
promptly upon the acquisition or creation thereof, any Subsidiary of Borrower acquired or created after the Closing Date), in each
case including (a) the execution and delivery of guaranties, security agreements, pledge agreements, mortgages, deeds of trust,
financing statements and other documents, and the filing or recording of any of the foregoing, (b) the delivery of certificated
securities (if any) and other Collateral with respect to which perfection is obtained by possession but excluding (i) the requirement
for the Loan Parties to execute and deliver leasehold mortgages, and (ii) any other Excluded Collateral as defined in the Guarantee
and Collateral Agreement and (c) using commercially reasonable efforts to obtain and deliver executed Collateral Access Agreements
in relation to any foreign or domestic location where a material portion, as determined by Agent, of the physical Collateral is
held or otherwise stored from time to time.






    	[Keystone] Credit Agreement	- 43 -	 



     

    

6.9             
Compliance with Health Care Laws.


(a)               
Without limiting or qualifying Section 6.4 or any other provision of this Agreement, Borrower will comply,
and will cause each other Loan Party and each Subsidiary of Borrower to comply, in all material respects with all applicable Health
Care Laws relating to the operation of such Person’s business, except where failure to comply would not reasonably be expected
to have a Material Adverse Effect.


(b)              
Borrower will, and will cause each other Loan Party and each Subsidiary to:


(i)                
Keep in full force and effect all Authorizations required to operate such Person’s business under applicable
Health Care Laws and maintain any other qualifications necessary to conduct, arrange for, administer, provide services in connection
with or receive payment for all applicable Services, except to the extent such failure to keep in full force and effect or maintain
would not reasonably be expected to have a Material Adverse Effect.


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


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






    	[Keystone] Credit Agreement	- 44 -	 



     

    

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


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


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


6.10         
Cure of Violations.


If there shall occur
any breach of Section 6.9, Borrower shall take such commercially reasonable action as is necessary to validly challenge
or otherwise appropriately respond to such fact, event or circumstance within any timeframe required by applicable Health Care
Laws, and shall thereafter diligently pursue the same.


6.11         
[Reserved].


6.12         
Payment of Debt.


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


6.13         
Deposit Accounts.


As it relates to those
certain Deposit Accounts described on Schedule 7.14 hereto that (i) do not constitute Exempt Account, (ii) do not constitute
foreign Deposit Accounts so long as the aggregate cash on deposit in all such foreign Deposit Accounts (that do not otherwise constitute
Exempt Accounts) does not exceed €500,000 in the aggregate and (iii) are not subject to the control of the lender(s) in relation
to an Approved AR Loan Facility as of the date of such request on or after the applicable date set forth in the Post-Closing Agreement,
Borrower shall, promptly upon Agent’s request, cause each such Deposit Account to be subject to an Account Control Agreement
reasonably acceptable to Agent.


Section
7                  
Negative Covenants.


Until all Obligations
have been Paid in Full, Borrower agrees that, unless at any time Agent shall otherwise expressly consent in writing, in its sole
discretion, it will:


7.1             
Debt.


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


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






    	[Keystone] Credit Agreement	- 45 -	 



     

    

(b)              
Debt under any Approved AR Loan Facility; provided that the aggregate amount at any time outstanding in relation
to such Approved AR Loan Facility shall not exceed $5,000,000;


(c)               
Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e)
or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of
all such Debt secured by Liens permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000;


(d)              
Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation;


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


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


(g)               
Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation,
unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in
Section 7.2(e);


(h)              
Debt described on Schedule 7.1 as of the Closing Date, and any extension or renewal thereof so long (i) as
the principal amount thereof is not increased, (ii) as the terms and conditions of such extension, renewal or refinancing are substantially
identical to the original Debt, (iii) as to such extension or renewal, no collateral or other form of security is granted by Borrower
in connection therewith;


(i)                
Subordinated Debt;


(j)                
unsecured Debt owed to trade creditors incurred in the ordinary course of business;


(k)              
Debt under the Existing LOC; and


(l)                
unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by
Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not
at any time exceeding $250,000.


7.2             
Liens.


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


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






    	[Keystone] Credit Agreement	- 46 -	 



     

    

(b)              
Liens arising in the ordinary course of business (including without limitation (i) Liens of carriers, warehousemen,
mechanics, landlords and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with worker’s
compensation, unemployment compensation and other types of social security (excluding Liens arising under ERISA that secure an
amount in excess of $250,000) or in connection with surety bonds, bids, tenders, performance bonds, trade contracts not for borrowed
money, licenses, statutory obligations and similar obligations) for sums not overdue or being diligently contested in good faith
by appropriate proceedings and not involving any deposits or advances or borrowed money or the deferred purchase price of property
or services and, in each case, for which it maintains adequate reserves in accordance with GAAP and with respect to which no execution
or other enforcement of which is effectively stayed;


(c)               
Liens described on Schedule 7.2 as of the Closing Date (other than Liens being released at the closing under
this Agreement) and the replacement, extension or renewal of any Lien permitted by this clause (c) upon or in the same property
subject thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount
thereof);


(d)              
(i) Liens arising in connection with Capital Leases (and attaching only to the property being leased), (ii) Liens
on any property securing debt incurred for the purpose of financing all or any part of the cost of acquiring or improving such
property; provided that any such Lien attaches to such property within ninety (90) days of the acquisition or improvement
thereof and attaches solely to the property so acquired or improved, and (iii) the replacement, extension or renewal of a Lien
permitted by one of the foregoing clauses (i) or (ii) in the same property subject thereto arising out of the extension,
renewal or replacement of the Debt secured thereby (without increase in the amount thereof);


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


(f)               
easements, rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering
in any material respect with the ordinary conduct of the business of Borrower or any Subsidiary;


(g)               
Liens arising under the Loan Documents;


(h)              
Liens securing the repayment of the Existing LOC and the extension, renewal or replacement of the Debt secured thereby
(without increase in the amount thereof);


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


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






    	[Keystone] Credit Agreement	- 47 -	 



     

    

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


(l)                
Liens attaching to cash earnest money deposits in connection with any letter of intent or purchase agreement permitted
hereunder or indemnification other post-closing escrows or holdbacks;


(m)            
Liens incurred with respect to Hedging Obligations incurred for bona fide hedging purposes and not for speculation;


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


(o)              
Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods
in the ordinary course of business; and


(p)              
Liens securing the Debt incurred pursuant to an Approved AR Loan Facility in accordance with this Agreement.


7.3             
Dividends; Redemption of Equity Interests.


Not (a) declare, pay
or make any dividend or distribution on any Equity Interests or other securities or ownership interests (other than dividends payable
solely in capital stock), (b) apply any of its funds, property or assets to the acquisition, redemption or other retirement
of any Equity Interests or other securities or interests or of any options to purchase or acquire any of the foregoing (other than
repurchases pursuant to the terms of employee stock purchase plans, employee restricted stock agreements, stockholder rights plans,
director or consultant stock option plans, or similar plans, provided such repurchases do not exceed one hundred thousand dollars
($100,000) in the aggregate per fiscal year), (c) otherwise make any payments, dividends or distributions to any member, manager,
managing member, stockholder, director or other equity owner in such Person’s capacity as such other than in compliance with
Section 7.7 hereof, or (d) make any payment of any management, service or related or similar fee to any Affiliate or
holder of Equity Interests of Borrower other than in compliance with Section 7.7 hereof.


7.4             
Mergers; Consolidations; Asset Sales.


(a)               
Not be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its
sole discretion, nor permit any other Loan Party to be a party to any amalgamation or any other form of merger or consolidation,
other than with and into another Loan Party, unless agreed to by Agent in its reasonable discretion.






    	[Keystone] Credit Agreement	- 48 -	 



     

    

(b)              
Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its real or personal
property assets or Equity Interests, except for (i) sales of inventory in the ordinary course of business for at least fair market
value, (ii) transfers, destruction or other disposition of obsolete or worn-out assets in the ordinary course of business, (iii)
sales and dispositions to Loan Parties, (iv) leases, licenses, subleases and sublicenses entered into in the ordinary course of
business, (v) sales and exchanges of Cash Equivalent Investments to the extent otherwise permitted hereunder, (vi) Liens expressly
permitted under Section 7.2 and transactions expressly permitted by Section 7.4(a) or 7.10, (vii)
sales or issuances of Equity Interests by Borrower, (viii) issuances of Equity Interests by any Loan Party to any other Loan Party,
(ix) dispositions in the ordinary course of business consisting of the abandonment of intellectual property rights which, in the
reasonable good faith determination of Borrower, are not material to the conduct of the business of the Loan Parties, (x) a cancellation
of any intercompany Debt among the Loan Parties, (xi) a disposition which constitutes an insured event or pursuant to a condemnation,
“eminent domain” or similar proceeding, (xii) sales and dispositions among Subsidiaries of Borrower, (xiii) exchanges
of existing equipment for new equipment that is substantially similar to the equipment being exchanged and that has a value equal
to or greater than the equipment being exchanged, (xiv) the wind down, liquidation or other disposition of all or substantially
all of the assets of or Equity Interests in Keystone Dental Europe, a French société par actions simplifiée,
(xv) the Renova Disposition and (xvi) any other sales and dispositions of assets (excluding (A) any Equity Interests of Borrower
or any Subsidiary or (B) sales of inventory described in clause (i) above) for at least fair market value (as determined
by the Board of Directors of Borrower) so long as the net book value of all assets sold or otherwise disposed of in any Fiscal
Year does not exceed $250,000 with respect to sales and dispositions made pursuant to this clause (xvi).


(c)               
Notwithstanding any provision in this Agreement or any other Loan Documents to the contrary, the prior consent of
Agent shall not be required in connection with the licensing or sublicensing of Intellectual Property pursuant to collaborations,
licenses or other strategic transactions with third parties executed (i) in the ordinary course of a Loan Party’s business,
(ii) on an arms-length basis and (iii) prior to the occurrence and continuance of an Event of Default.


7.5             
Modification of Organizational Documents.


Not permit the charter,
by-laws or other organizational documents of Borrower or any other Loan Party to be amended or modified in any way which could
reasonably be expected to materially and adversely affect the interests of Agent or any Lender. An amendment to Borrower’s
certificate of incorporation to increase Borrower’s authorized capital stock shall not be deemed to adversely affect the
interests of Agent or any Lender.


7.6             
Use of Proceeds.


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


7.7             
Transactions with Affiliates.


Not, and not permit
any other Loan Party to, enter into, or cause, suffer or permit to exist any transaction, arrangement or contract with any of its
other Affiliates, which is on terms which are less favorable than are obtainable from any Person which is not one of its Affiliates,
other than (i) reasonable compensation and indemnities to, benefits for, reimbursement of expenses of, and employment arrangements
with, officers, employees and directors in the ordinary course of business, (ii) transactions among Loan Parties (iii) the Subordinated
Debt, and (iv) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.7.


7.8             
Inconsistent Agreements.


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






    	[Keystone] Credit Agreement	- 49 -	 



     

    

7.9             
Business Activities.


Not, and not permit
any other Loan Party to, engage in any line of business other than the businesses engaged in on the Closing Date and businesses
reasonably related thereto. Not, and not permit any other Loan Party to, issue any Equity Interest other than (a) Equity Interests
of Borrower that do not require any cash dividends or other cash distributions to be made prior to the Obligations being Paid in
Full, other than repurchases pursuant to the terms of employee stock purchase plans, employee restricted stock agreements, stockholder
rights plans, director or consultant stock option plans, or similar plans, provided such repurchases do not exceed one hundred
thousand dollars ($100,000) in the aggregate per fiscal year, (b) any issuance by a Subsidiary to Borrower or another Subsidiary
in accordance with Section 7.4 or Section 7.10, or (c) any issuance of directors’ qualifying shares
as required by applicable law.


7.10         
Investments.


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


(a)               
The creation of any Wholly-Owned Subsidiary and contributions by Borrower to the capital of any Wholly-Owned Subsidiary
of Borrower, so long as the recipient of any such contribution has guaranteed the Obligations and such guaranty is secured by a
pledge of all of its equity interests and substantially all of its real and personal property, in each case in accordance with
Section 6.8;


(b)              
Cash Equivalent Investments;


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


(d)              
Investments listed on Schedule 7.10 as of the Closing Date, together with any roll-over or reinvestment of
such Investment(s);


(e)               
any purchase or other acquisition by Borrower or any Wholly-Owned Subsidiary of Borrower of the assets or equity
interests of any Subsidiary of Borrower;


(f)               
transactions among Loan Parties permitted by Section 7.4;






    	[Keystone] Credit Agreement	- 50 -	 



     

    

(g)               
Hedging Obligations permitted under Section 7.1(e);


(h)              
(i) advances given to employees and directors in the ordinary course of business and (ii) other emergency or special
circumstance advances given to employees not to exceed in the case of clauses (i) and (ii) taken together $50,000
in the aggregate outstanding at any time;


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


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


(k)              
Investments in foreign Subsidiaries not to exceed the net aggregate amount of $500,000 per year and $2,500,000 prior
to the Term Loan Maturity Date


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


(m)            
Investments permitted by Borrower or any Loan Party as a result of the receipt of insurance and/or condemnation proceeds
in accordance with the Loan Documents; and


(n)              
Investments (i) received as a result of the bankruptcy or reorganization of any Person or taken in settlement of
or other resolution of claims or disputes or (ii) in securities of customers and suppliers received in connection with the bankruptcy
or reorganization of, or settlement of delinquent accounts and bona fide disputes with, customers and suppliers, and, in each case,
extensions, modifications and renewals thereof.


Notwithstanding the foregoing, in any
case, any Loan Party (other than Borrower) may make distributions to its parent.


7.11         
Restriction of Amendments to Certain Documents.


Not, nor permit any
Loan Party to, amend or otherwise modify in any material manner, or waive any rights under, any provisions of (i) any loan
documents governing any Approved AR Loan Facility (except that the terms of any Approved AR Loan Facility may be amended, modified
or otherwise waived to the extent not prohibited under the applicable Intercreditor Agreement or in any manner that could not reasonably
be expected to materially and adversely affect the interest of Agent or any Lender) or (ii) any of the Material Contracts (or any
replacements thereof) set forth on Schedule 7.11 hereto (as such schedule may be updated by Agent from time to time to include
any material contracts, licenses, agreements or similar arrangements to those described on such Schedule as of the Closing Date
that are entered into by a Loan Party from time to time after the Closing Date).


7.12         
Fiscal Year.


Not change its Fiscal
Year.



7.13         
Financial Covenants 


7.13.1   
Consolidated Unencumbered Liquid Assets.


Not permit the Consolidated
Unencumbered Liquid Assets on the last day of any Fiscal Quarter, commencing with the Fiscal Quarter ending June 30, 2016, to be
less than $2,000,000.





    	[Keystone] Credit Agreement	- 51 -	 



     

    
7.13.2   
Minimum Aggregate Revenue.


Not permit the Aggregate
Revenue for the twelve (12) consecutive month period ending on the last Business Day of any Fiscal Quarter set forth in the table
below (designated by “Q” in the table below) to be less than the applicable amount set forth in the table below for
such period.


	Minimum LTM Aggregate Revenue (in millions of Dollars) as of the end of:
	Q2 2016	Q3 2016	Q4 2016	Q1 2017	Q2 2017	Q3 2017	Q4 2017 and each Fiscal Quarter thereafter
	$41.5	$42.5	$43.5	$44.5	$45.5	$46.5	$47.5


 


7.13.3   
Minimum EBITDA.


Not permit the EBITDA
of Borrower and its Subsidiaries for the twelve (12) consecutive month period ending on the last Business Day of any Fiscal Quarter
set forth in the table below (designated by “Q” in the table below) to be less than the applicable amount set forth
in the table below for such period.


	Minimum
    LTM EBITDA as of the end of:
	Q1 2017	$1
	Q2 2017	$100,000
	Q3 2017	$250,000
	Q4 2017	$500,000
	Q1 2018	$750,000
	Q2 2018	$1,000,000
	Q3 2018	$1,250,000
	Q4 2018	$1,500,000
	Q1 2019	$1,750,000
	Q2 2019	$2,000,000
	Q3 2019	$2,250,000
	Q4 2019	$2,500,000
	Q1 2020	$2,750,000
	Q2 2020 and Each Fiscal Quarter thereafter	$3,000,000


 






    	[Keystone] Credit Agreement	- 52 -	 



     

    

7.14         
Deposit Accounts.


Not, and not permit
any other Loan Party, to maintain or establish any new Deposit Accounts other than (a) Exempt Accounts and (b) the Deposit Accounts
set forth on Schedule 7.14 (which Deposit Accounts constitute all of the Deposit Accounts, securities accounts or other
similar accounts maintained by the Loan Parties as of the Closing Date) without prior written notice to Agent. To the extent such
Deposit Account (other than any Exempt Account) is located in the United States and is not otherwise pledged as collateral pursuant
to an Approved AR Loan Facility, Agent, Borrower or such other applicable Loan Party and the bank or other financial institution
at which the account is to be opened after the Closing Date shall promptly enter Account Control Agreement, in form and substance
reasonably satisfactory to Agent. Notwithstanding the foregoing, Borrower shall not, and not permit the other Loan Parties, to
have more than €500,000, in the aggregate, on deposit in the foreign Deposit Accounts of Loan Parties (excluding any such
amounts that are deposited to such accounts that otherwise constitute Exempt Accounts) without the prior written consent of Agent
in its sole discretion.


7.15         
Subsidiaries.


Not, and not permit
any other Loan Party to, in each case without the prior written consent of Agent in its sole discretion, establish or acquire any
Subsidiary unless (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) such Subsidiary
shall have assumed and joined each Loan Document as a Loan Party pursuant to documentation acceptable to Agent in its sole discretion
and (iii) all other Loan Parties shall have reaffirmed all Obligations as well as all representations and warranties, in all material
respects, under the Loan Documents (except to the extent such representations and warranties specifically relate to a prior date
only).


7.16         
Regulatory Matters.


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






    	[Keystone] Credit Agreement	- 53 -	 



     

    

7.17         
Name; Permits; Dissolution; Insurance Policies; Disposition of Collateral; Taxes; Trade Names.


Borrower shall not,
nor shall it permit any Loan Party to, (a) change its jurisdiction of organization or change its corporate name without thirty
(30) calendar days prior written notice to Agent, (b) amend, alter, suspend, terminate or make provisional in any material way,
any Permit, the suspension, amendment, alteration or termination of which could reasonably be expected to be, have or result in
a Material Adverse Effect without the prior written consent of Agent, which consent shall not be unreasonably withheld, (c) wind
up, liquidate or dissolve (voluntarily or involuntarily) or commence or suffer any proceedings seeking or that would result in
any of the foregoing, except as permitted under Section 7.4, (d) amend, modify, restate or change any insurance policy in
a manner materially adverse to Agent or Lenders, (e) engage, directly or indirectly, in any business other than the business it
is engaged in on the Closing Date and/or sell all or any material portion of its assets without Agent’s prior written approval
in its sole discretion, except as permitted under Section 7.4, or (f) revoke, alter or amend any Tax Information Authorization
(on IRS Form 8821 or otherwise) or other similar authorization mandated by the relevant Government Authority given to any Lender.


7.18         
Truth of Statements.


Borrower shall not
knowingly furnish to Agent or any Lender any certificate or other document that contains any untrue statement of a material fact
or that omits to state a material fact necessary to make it not misleading in light of the circumstances under which it was furnished.


Section
8                  
Events of Default; Remedies.


8.1             
Events of Default.


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


8.1.1       
Non-Payment of Credit.


(a) Default in the
payment when due of the principal of any Loan; (b) default in the payment of any Revenue-Based Payment on the applicable Payment
Date; provided that, if there is any good faith dispute as to the amount of any Revenue-Based Payment required to be paid with
respect to any applicable Fiscal Quarter, then such default shall constitute an Event of Default upon the failure by Borrower,
upon final resolution of such dispute (by agreement or non-appealable judgment of a New York Court) to pay within fifteen (15)
days after such final resolution the amount of any such Revenue-Based Payment determined to be payable by it and not previously
paid or (c) without duplication of clause (b) hereof, default, and continuance thereof for five (5) Business Days, in the
payment when due of any interest, fee, or other amount payable by any Loan Party hereunder or under any other Loan Document.




8.1.2       
Default Under Other Debt.


Any default shall
occur under the terms applicable to any Debt of any Loan Party (excluding the Obligations) in an aggregate principal amount (for
all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors under any combined
or syndicated credit arrangement) exceeding $250,000 and such default shall (a) consist of the failure to pay
such Debt when due (after giving effect to applicable grace periods), whether by acceleration or otherwise, or (b) accelerate
the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause
such Debt to become due and payable (or require Borrower or any other Loan Party to purchase or redeem such Debt or post cash collateral
in respect thereof in an amount not in excess of $250,000) prior to its expressed maturity.





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8.1.3       
Bankruptcy; Insolvency.


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


(b)              
 (i) a court of competent jurisdiction shall (A) enter an order, judgment or decree appointing a custodian,
receiver, trustee, liquidator or conservator of any Loan Party or the whole or any substantial part of any of Loan Party’s
properties, which shall continue unstayed and in effect for a period of sixty (60) calendar days, (B) approve a petition or
claim filed against any Loan Party seeking reorganization, liquidation, appointment of a receiver, interim receiver, liquidator,
conservator, trustee or special manager or similar relief under any Debtor Relief Law or any other applicable law, which is not
dismissed within sixty (60) calendar days or, (C) under the provisions of any Debtor Relief Law or other applicable law or
statute, assume custody or control of any Loan Party or of the whole or any substantial part of any of Loan Party’s properties,
which is not irrevocably relinquished within sixty (60) calendar days, or (ii) there is commenced against any Loan Party any
proceeding or petition seeking reorganization, liquidation or similar relief under any Debtor Relief Law or any other applicable
law or statute, which (A) is not unconditionally dismissed within sixty (60) calendar days after the date of commencement,
or (B) is with respect to which Borrower takes any action to indicate its approval of or consent.


8.1.4       
Non-Compliance with Loan Documents.


(a) (i) Any failure
by Borrower to comply with or to perform any covenant set forth in Section 7 (other than Section 7.13.3); or (ii) failure
by any Loan Party to comply with or to perform any other provision of this Agreement or any other Loan Document applicable to it
(and not constituting an Event of Default under any other provision of this Section 8) and continuance of such failure described
in this clause (ii) for thirty (30) days after the earlier of any Loan Party becoming aware of such failure or notice thereof
to Borrower from Agent or any Lender; or


(b) Any failure by
Borrower to comply with the covenant set forth in Section 7.13.3; provided, that, so long as (i) no Event
of Default has otherwise occurred and is continuing as of such date of determination of Borrower’s compliance with Section
7.13.3 upon receipt by Agent of the interim reports to be delivered to Agent pursuant to Section 6.1.2 hereof (each
a “Testing Date”), (ii) Borrower shall have notified Agent in writing of its intent to exercise its right to
cure such failure pursuant to this Section 8.1.4(b) (each such exercise an “Equity Cure”) on or prior
to such Testing Date, and (iii) on or before the Business Day that is five (5) Business Days following such Testing Date, Agent
shall have received evidence reasonably acceptable to Agent of the issuance of additional Equity Interests of Borrower on terms
and conditions reasonably satisfactory to Agent resulting in aggregate net cash proceeds to Borrower of an amount greater than
or equal to one-hundred twenty-five percent (125%) of the dollar amount by which the EBITDA of Borrower and its Subsidiaries for
the twelve (12) consecutive month period ending on the last Business Day of the applicable Fiscal Quarter being reported on such
Testing Date is less than the required EBITDA for such period pursuant to Section 7.13.3 (the “EBITDA Shortfall
Amount”); then no Default or Event of Default shall be deemed to occur hereunder as a result of such failure to comply
with Section 7.13.3. Notwithstanding the foregoing, Borrower shall only have the right to exercise such Equity Cure (x)
solely as it relates to (A) one (but not more than one) violation of Section 7.13.3 as it relates to any period of measure
ending in Fiscal Year 2017 and (B) one (but not more than one) violation of Section 7.13.3 as it relates to any period
of measure ending in Fiscal Year 2018, and on no other occasions during the term of this Agreement and (y) so long as the aggregate
EBITDA Shortfall Amount(s) being cured does not exceed $2,000,000 whether pursuant to clause (x)(A) and/or (x)(B) of this sentence.






    	[Keystone] Credit Agreement	- 55 -	 



     

    

8.1.5       
Representations; Warranties.


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


8.1.6       
Pension Plans.


(a) Institution
of any steps by any Person to terminate a Pension Plan if as a result of such termination any Loan Party or any member of the Controlled
Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan,
in excess of $250,000; (b) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien
under Section 302(f) of ERISA securing obligations in excess of $250,000; or (c) there shall occur any withdrawal or partial
withdrawal from a Multiemployer Pension Plan and the withdrawal liability (without un-accrued interest) to Multiemployer Pension
Plans as a result of such withdrawal (including any outstanding withdrawal liability that Borrower or any other Loan Party or any
member of the Controlled Group have incurred on the date of such withdrawal) exceeds $250,000.


8.1.7       
Judgments.


Final judgments
which exceed an aggregate of $250,000 (to the extent not adequately covered by insurance as to which the insurance company has
not disclaimed liability (provided that customary “reservation of rights” letters shall not be deemed to be disclaimers
of liability)) shall be rendered against any Loan Party and shall not have been paid, discharged or vacated or had execution thereof
stayed pending appeal within sixty (60) calendar days after entry or filing of such judgments.


8.1.8       
Invalidity of Loan Documents or Liens.


(a)               
Any Loan Document shall cease to be in full force and effect otherwise in accordance with its express terms that
results in a material diminution of the rights and remedies afforded to Agent and/or Lenders or any other secured parties thereunder;
(b) any Loan Party (or any Person by, through or on behalf of any Loan Party) shall contest in any manner the validity, binding
nature or enforceability of any Loan Document; or (c) any Lien created pursuant to any Loan Document ceases to constitute a valid
first priority perfected Lien (subject to Permitted Liens) on any material portion of the Collateral in accordance with the terms
thereof, or Agent ceases to have a valid perfected first priority security interest (subject to Permitted Liens) in any material
portion of the Collateral pledged to Agent, for the benefit of Lenders, pursuant to the Collateral Documents.



8.1.9       
Invalidity of Subordination Provisions.


Any subordination
provision in any document or instrument governing the Approved AR Loan Facility or any subordination provision in any Intercreditor
Agreement or replacement agreement entered into in connection with any Approved AR Loan Facility, shall cease to be in full force
and effect, or any Loan Party shall contest in any manner the validity, binding nature or enforceability of any such provision.





    	[Keystone] Credit Agreement	- 56 -	 



     

    

8.1.10   
Change of Control.


A Change of Control
not otherwise permitted pursuant to Section 7.4 above shall occur that does not result in the payment in full of all Obligations
hereunder in accordance with Section 2.8.3.


8.1.11   
Certificate Withdrawals, Adverse Test or Audit Results, and Other Matters.


(a) The institution
of any proceeding by FDA, CMS, or any other Governmental Authority to order the withdrawal of any Product or Product category or
Service or Service category from the market or to enjoin Borrower or any of its Subsidiaries from manufacturing, marketing, selling,
distributing, or otherwise providing any Product or Product category or Service or Service category that could reasonably be expected
to have a Material Adverse Effect, (b) the institution of any action or proceeding by DEA, FDA, CMS, or any other Governmental
Authority to revoke, suspend, reject, withdraw, limit, or restrict any Required Permit held by Borrower or its Subsidiaries or
any of their representatives, which, in each case, could reasonably be expected to have a Material Adverse Effect, (c) the
commencement of any enforcement action against Borrower or its Subsidiaries by DEA, FDA, CMS, or any other Governmental Authority
that could reasonably be expected to have a Material Adverse Effect, (d) the recall of any Products or Service from the market,
the voluntary withdrawal of any Products or Service from the market, or actions to discontinue the sale of any Products or Service
that could reasonably be expected to have a Material Adverse Effect, (e) the occurrence of adverse test, audit, or inspection
results in connection with a Product or Service which could reasonably be expected to have a Material Adverse Effect, or (f) the
occurrence of any event described in clauses (a) through (e) above that would otherwise cause Borrower to be excluded
from participating in any federal, provincial, state or local health care programs under Section 1128 of the Social Security Act
or any similar law or regulation in which it participates as of the date of the occurrence of any such event.


8.2             
Remedies.


(a)               
If any Event of Default described in Section 8.1.3 shall occur, the Loans and all other Obligations shall
become immediately due and payable without presentment, demand, protest or notice of any kind; and, if any other Event of Default
shall occur and be continuing, Agent may, and upon the written request of Required Lenders shall, declare all or any part of the
Loans and other Obligations to be due and payable, whereupon the Loans and other Obligations shall become immediately due and payable
(in whole or in part, as applicable), all without presentment, demand, protest or notice of any kind. Agent shall use commercially
reasonable efforts to promptly advise Borrower of any such declaration, but failure to do so shall not impair the effect of such
declaration.






    	[Keystone] Credit Agreement	- 57 -	 



     

    

(b)              
In addition to the acceleration provisions set forth in Section 8.2(a) above, upon the occurrence and continuation
of an Event of Default, Agent may (or shall at the request of Required Lenders) exercise any and all rights, options and remedies
provided for in any Loan Document, under the Uniform Commercial Code, any other applicable foreign or domestic laws or otherwise
at law or in equity, including, without limitation, the right to (i) apply any property of Borrower held by Agent to reduce the
Obligations, (ii) foreclose the Liens created under the Loan Documents, (iii) realize upon, take possession of and/or sell
any Collateral or securities pledged, with or without judicial process, (iv) exercise all rights and powers with respect to
the Collateral as Borrower might exercise, (v) collect and send notices regarding the Collateral, with or without judicial process,
(vi) by its own means or with judicial assistance, enter any premises at which Collateral and/or pledged securities are located,
or render any of the foregoing unusable or dispose of the Collateral and/or pledged securities on such premises without any liability
for rent, storage, utilities, or other sums, and Borrower shall not resist or interfere with such action, (vii) at Borrower’s
expense, require that all or any part of the Collateral be assembled and made available to Agent, for the benefit of Lenders, or
Required Lenders at any place reasonably designated by Required Lenders in their sole discretion and/or relinquish or abandon any
Collateral or securities pledged or any Lien thereon.


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


(d)              
Notwithstanding any provision of any Loan Document, Agent, in its sole discretion shall have the right, but not any
obligation, at any time that Loan Parties fail to do so while an Event of Default exists, subject to any applicable cure periods
permitted by or otherwise set forth in the Loan Documents, and from time to time, without prior notice, to: (i) discharge (at Borrower’s
expense) taxes or Liens affecting any of the Collateral that have not been paid in violation of any Loan Document or that jeopardize
Agent’s Lien priority in the Collateral; or (ii) make any other payment (at Borrower’s expense) for the administration,
servicing, maintenance, preservation or protection of the Collateral (each such advance or payment set forth in clauses (i) and
(ii) herein, a “Protective Advance”). Agent shall be reimbursed for all Protective Advances pursuant to Section
2.9.1(b) and/or Section 2.10, as applicable, and any Protective Advances shall bear interest at the Default Rate from
the date such Protective Advance is paid by Agent until it is repaid. No Protective Advance by Agent shall be construed as a waiver
by Agent, or any Lender of any Default, Event of Default or any of the rights or remedies of Agent or any Lender under any Loan
Document.


Section
9                  
Agent.


9.1             
Appointment; Authorization.


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



9.2             
Delegation of Duties.


Agent may execute
any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall
be entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence
or misconduct of any agent or attorney-in-fact that it selects with reasonable care.





    	[Keystone] Credit Agreement	- 58 -	 



     

    

9.3             
Limited Liability.


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


9.4             
Reliance.


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


9.5             
Notice of Default.


Agent shall not be
deemed to have knowledge or notice of the occurrence of any Event of Default or Default except with respect to defaults in the
payment of principal, interest and fees required to be paid to Agent for the account of Lenders, unless Agent shall have received
written notice from a Lender or Borrower referring to this Agreement, describing such Event of Default or Default and stating that
such notice is a “notice of default”. Agent will notify Lenders of its receipt of any such notice or any such default
in the payment of principal, interest and fees required to be paid to Agent for the account of Lenders. Agent shall take such action
with respect to such Event of Default or Default as may be requested by Required Lenders in accordance with Section 8.2;
provided that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Event of Default or Default as it shall deem advisable or in the
best interest of Lenders.




9.6             
Credit Decision.


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





    	[Keystone] Credit Agreement	- 59 -	 



     

    
9.7             
Indemnification.


Whether or not the
transactions contemplated hereby are consummated, each Lender shall indemnify upon demand Agent and its directors, officers, employees
and agents (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so),
based on such Lender’s Pro Rata Term Loan Share, from and against any and all actions, causes of action, suits, losses, liabilities,
damages and expenses, including Legal Costs, except to the extent any thereof result from the applicable Person’s own gross
negligence or willful misconduct, as determined by a court of competent jurisdiction. Without limitation of the foregoing, each
Lender shall reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Legal Costs) incurred
by Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this
Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed
for such expenses by or on behalf of Borrower. The undertaking in this Section 9.7 shall survive repayment of the Loans,
cancellation of the Notes, any foreclosure under, or modification, release or discharge of, any or all of the Collateral Documents,
termination of this Agreement and the resignation or replacement of Agent.


9.8             
Agent Individually.


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



9.9             
Successor Agent.


Agent may resign as
Agent at any time upon 30 days’ prior notice to Lenders and Borrower (unless during the existence of an Event of Default
such notice is waived by Required Lenders). If Agent resigns under this Agreement, Required Lenders shall, with (so long as no
Event of Default exists) the consent of Borrower (which shall not be unreasonably withheld or delayed), appoint from among Lenders
a successor agent for Lenders. If no successor agent is appointed prior to the effective date of the resignation of Agent, Agent
may appoint, on behalf of, and after consulting with Lenders and (so long as no Event of Default exists) Borrower, a successor
agent from among Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed
to all the rights, powers and duties of the retiring Agent and the term “Agent” shall mean such successor agent, and
the retiring Agent’s appointment, powers and duties as Agent shall be terminated. After any retiring Agent’s resignation
hereunder as Agent becomes effective, the provisions of this Section 9 and Sections 10.4 and 10.5 shall continue
to inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor
agent has accepted appointment as Agent by the date which is thirty (30) days following a retiring Agent’s notice of resignation,
the retiring Agent’s resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties
of Agent hereunder until such time, if any, as Required Lenders appoint a successor agent as provided for above; provided
that in the case of any collateral security held by Agent on behalf of the Lenders under any of the Loan Documents, the retiring
Agent shall continue so to hold such collateral security until such time as a successor Agent is appointed and the provisions of
this Section 9 and Sections 10.4 and 10.5 shall continue to inure to its benefit so long as retiring
Agent shall continue to so hold such collateral security. Upon the acceptance of a successor’s appointment as Agent hereunder,
the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents in respect
of the Collateral.





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9.10         
Collateral and Guarantee Matters.


Lenders irrevocably
authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral
Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of
as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and
it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower
as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section
10.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof,
to release any party from its guaranty under the Guarantee and Collateral Agreement (A) (i) when all Obligations have been Paid
in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted
hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without
further inquiry on a certificate of an officer of Borrower as to the sale or other disposition being made in compliance with this
Agreement) or (B) otherwise pursuant to Section 8.17(c) of the Guarantee and Collateral Agreement as it relates to any foreign
Guarantor from time to time; or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral
which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower
in determining whether the Debt secured by any such Lien is permitted by Section 7.1). Upon request by Agent at any time,
Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of
Collateral pursuant to this Section 9.10.



Agent shall release
any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect
of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder
(it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower
as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 10.1,
if directed to do so in writing by Required Lenders.


In furtherance of
the foregoing, Agent agrees to execute and deliver to Borrower, at Borrower’s expense, such termination and release documentation
as Borrower may reasonably request to evidence a Lien release that occurs pursuant to terms of this Section 9.10.





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9.11         
Intercreditor Agreements.


Each Lender hereby
irrevocably appoints, designates and authorizes Agent to enter into one or more intercreditor agreements in relation to any other
Debt of Borrower entered into in accordance with this Agreement or as otherwise approved by Required Lenders, on its behalf and
to take such action on its behalf under the provisions of any such agreement (subject to the last sentence of this Section 9.11).
Each Lender further agrees to be bound by the terms and conditions of any such intercreditor agreement. Each Lender hereby authorizes
Agent to issue blockages notices in connection with any such Debt of Borrower and such intercreditor agreement, or any replacement
intercreditor agreement, at the direction of Required Lenders.


9.12         
Actions in Concert.


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


Section
10              
Miscellaneous.


10.1         
Waiver; Amendments.


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


(i)                
no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly
affected thereby, in addition to Required Lenders and Borrower (or the applicable Loan Party), do any of the following: (A) increase
any of the Commitments (provided that only the Lenders participating in any such increase of the Commitments shall be considered
directly affected by such increase), (B) extend the date scheduled for payment of any principal of (except as otherwise expressly
set forth below in clause (C)) or interest on the Loans or any fees or other amounts payable hereunder or under the other
Loan Documents, or (C) reduce the principal amount of any Loan, the amount or rate of interest thereon (provided that Required
Lenders may rescind an imposition of default interest pursuant to Section 2.6.1), or any fees or other amounts payable hereunder
or under the other Loan Documents; and






    	[Keystone] Credit Agreement	- 62 -	 



     

    

(ii)              
no such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition
to Borrower (with respect to Loan Documents to which Borrower is a party), and each such other Loan Party, do any of the following:
(A) release any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral
granted under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents,
(B) change the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of
Section 2.10.2, or (E) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver
or consent under the Loan Documents.


(b)              
No amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower
(or the applicable Loan Party) and Required Lenders (or all Lenders directly affected thereby or all of the Lenders, as the case
may be, in accordance with the provisions above), affect the rights, privileges, duties or obligations of Agent (including without
limitation under the provisions of Section 9), under this Agreement or any other Loan Document.


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


10.2         
Notices.


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


10.3         
Computations.


Unless otherwise specifically
provided herein, any accounting term used in this Agreement (including in Section 7.13 or any related definition) shall
have the meaning customarily given such term in accordance with GAAP, and all financial computations (including pursuant to Section
7.13 and the related definitions, and with respect to the character or amount of any asset or liability or item of income or
expense, or any consolidation or other accounting computation) hereunder shall be computed in accordance with GAAP consistently
applied; provided that if Borrower notifies Agent that Borrower wishes to amend any covenant in Section 7.13 (or
any related definition) to eliminate or to take into account the effect of any change in GAAP on the operation of such covenant
(or if Agent notifies Borrower that Required Lenders wish to amend Section 7.13 (or any related definition) for such purpose),
then Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant
change in GAAP became effective, until either such notice is withdrawn or such covenant (or related definition) is amended in a
manner satisfactory to Borrower and Required Lenders. The explicit qualification of terms or computations by the phrase “in
accordance with GAAP” shall in no way be construed to limit the foregoing. Notwithstanding any other provision contained
herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios
referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (Codification
of Accounting Standards 825-10) to value any Debt or other liabilities of any Loan Party or any Subsidiary at “fair value”,
as defined therein.






    	[Keystone] Credit Agreement	- 63 -	 



     

    

10.4         
Costs; Expenses.


Borrower agrees to
pay on demand the reasonable and documented out-of-pocket costs and expenses of (a) Agent (including Legal Costs) in connection
with (i) the preparation, execution, syndication and delivery (including perfection and protection of Collateral) of this Agreement,
the other Loan Documents and all other documents provided for herein or delivered or to be delivered hereunder or in connection
herewith, (ii) the administration of the Loans and the Loan Documents, and (iii) any proposed or actual amendment, supplement or
waiver to any Loan Document, and (b) Agent and Lenders (including Legal Costs) in connection with the collection of the Obligations
and enforcement of this Agreement, the other Loan Documents or any such other documents. In addition, Borrower agrees to pay and
to save Agent and Lenders harmless from all liability for, any fees of Borrower’s auditors in connection with any reasonable
exercise by Agent and Lenders of their rights pursuant to and to the extent provided in Section 6.2. All Obligations provided
for in this Section 10.4 shall survive repayment of the Loans, cancellation of the Notes, and termination of this Agreement.


10.5         
Indemnification by Borrower.


In consideration of
the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder,
Borrower hereby agrees to indemnify and hold Agent, each Lender and each of the officers, directors, employees, Affiliates and
agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all actions,
causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs (collectively, the “Indemnified
Liabilities”), incurred by Lender Parties or any of them as a result of, or arising out of, or relating to any act or
omission of any Loan Party or any of their respective officers, directors or agents, including, without limitation, (a) any
tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be
financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release,
emission, discharge, transportation, storage, treatment or disposal of any Hazardous Substance at any property owned or leased
by Borrower or any other Loan Party, (c) any violation of any Environmental Laws with respect to conditions at any property
owned or leased by any Loan Party or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite
locations at which any Loan Party or their respective predecessors are alleged to have directly or indirectly disposed of Hazardous
Substances or (e) the execution, delivery, performance or enforcement of this Agreement or any other Loan Document by any
Lender Party, except to the extent any such Indemnified Liabilities result solely from the applicable Lender Party’s own
gross negligence or willful misconduct as finally determined by a court of competent jurisdiction in a non-appealable judgment.
If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower hereby agrees to make the maximum
contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
All Obligations provided for in this Section 10.5 shall survive repayment of the Loans, cancellation of the Notes, any foreclosure
under, or any modification, release or discharge of, any or all of the Collateral Documents and termination of this Agreement.




10.6         
Marshaling; Payments Set Aside.


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





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10.7         
Nonliability of Lenders.


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


10.8         
Assignments.


10.8.1   
Assignments.


(a)               
Any Lender may at any time assign to one or more Persons (other than a Loan Party and their respective Affiliates)
(any such Person, an “Assignee”) all or any portion of such Lender’s Loans and Commitments, with the prior
written consent of Agent, and, so long as no Default or Event of Default has occurred and is continuing, Borrower (which consents
shall not be unreasonably withheld or delayed and shall not be required (i) from Borrower for an assignment by a Lender to another
Lender or an Affiliate of a Lender or an Approved Fund of a Lender, (ii) from Borrower or Agent for an assignment by SWK Funding
LLC, as a Lender, to any Person for which SWK Advisors LLC acts as an investment advisor (or any similar type of representation
or agency) pursuant to a written agreement or (iii) from Agent for an assignment by a Lender to an Affiliate of a Lender or an
Approved Fund of a Lender).  Except as Agent may otherwise agree, any such assignment (other than any assignment by a Lender
to a Lender or an Affiliate or Approved Fund of a Lender) shall be in a minimum aggregate amount equal to $1,000,000 or, if less,
the Commitment or the principal amount of the Loan being assigned. Borrower and Agent shall be entitled to continue to deal solely
and directly with such Lender in connection with the interests so assigned to an Assignee until Agent shall have received and accepted
an effective Assignment Agreement executed, delivered and fully completed by the applicable parties thereto and a processing fee
of $3,500 to be paid by the Lender to whom such interest is assigned; provided that no such fee shall be payable in connection
with any assignment by a Lender to a Lender or an Affiliate or Approved Fund of a Lender.






    	[Keystone] Credit Agreement	- 65 -	 



     

    

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


(c)               
Agent, acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices in the United
States a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each
Lender, and the Commitments of, and principal amount of the Loans owing to, such Lender pursuant to the terms hereof. The entries
in such register shall be, in the absence of manifest error, conclusive, 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.


(d)              
Notwithstanding the foregoing provisions of this Section 10.8.1 or any other provision of this Agreement,
any Lender may at any time assign all or any portion of its Loans and its Note (i) as collateral security to a Federal Reserve
Bank or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any
Lender from any of its obligations hereunder) and (ii) to (w) an Affiliate of such Lender which is at least fifty
percent (50%) owned (directly or indirectly) by such Lender or by its direct or indirect parent company, (x) its direct
or indirect parent company, (y) to one or more other Lenders or (z) to an Approved Fund.


10.9         
Participations.


Any Lender may at
any time sell to one or more Persons participating interests in its Loans, Commitments or other interests hereunder (any such Person,
a “Participant”). In the event of a sale by a Lender of a participating interest to a Participant, (a) such
Lender’s obligations hereunder shall remain unchanged for all purposes, (b) Borrower and Agent shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder and (c) all amounts
payable by Borrower shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender.
No Participant shall have any direct or indirect voting rights hereunder except with respect to any event described in Section 10.1
expressly requiring the unanimous vote of all Lenders or, as applicable, all affected Lenders. Each Lender agrees to incorporate
the requirements of the preceding sentence into each participation agreement which such Lender enters into with any Participant.
Borrower agrees, to the fullest extent permitted by applicable law, that if amounts outstanding under this Agreement are due and
payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of
its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement; provided that such right of set-off shall be subject to the
obligation of each Participant to share with Lenders, and Lenders agree to share with each Participant, as provided in Section
2.10.4. Borrower also agrees that each Participant shall be entitled to the benefits of Section 3 as if it were a Lender
(provided that a Participant shall not be entitled to such benefits unless such Participant agrees, for the benefit of Borrower,
to comply with the documentation requirements of Section 3.1(c) as if it were a Lender and complies with such requirements,
and provided, further, that no Participant shall receive any greater compensation pursuant to Section 3 than
would have been paid to the participating Lender if no participation had been sold). Any such Lender transferring a participation
shall, as an agent for Borrower, maintain in the United States a register to record the names, address, and interest, principal
and other amounts owing to, each Participant. The entries in such register shall be, in the absence of manifest error, conclusive,
and Borrower, Agent and the Lenders may treat each Person whose name is recorded therein pursuant to the terms hereof as a Participant
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such Participation register shall be available
for inspection by the Agent or Borrower, at any reasonable time upon reasonable prior written notice from Agent or Borrower.






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10.10     
Confidentiality.


Borrower, Agent and
each Lender agree to use commercially reasonable efforts (equivalent to the efforts Borrower, Agent or such Lender applies to maintain
the confidentiality of its own confidential information) to maintain as confidential all information (including, without limitation,
any information provided by Borrower pursuant to Sections 6.1, 6.2 and 6.9) provided to them by any other
party hereto and/or any other Loan Party, as applicable, except that Borrower, Agent and each Lender, as applicable, may disclose
such information (a) to Persons employed or engaged by Agent or such Lender or any of their Affiliates (including collateral
managers of Lenders) in evaluating, approving, structuring or administering the Loans and the Commitments (provided that
such Persons have been informed of the covenant contained in this Section 10.10); (b) to any assignee or participant
or potential assignee or participant that has agreed to comply with the covenant contained in this Section 10.10 (and any
such assignee or participant or potential assignee or participant may disclose such information to Persons employed or engaged
by them as described in clause (a) above); (c) as required or requested by any federal or state regulatory authority
or examiner, or any insurance industry association, or as reasonably believed by Borrower, Agent or such Lender to be compelled
by any court decree, subpoena or legal or administrative order or process; (d) as, on the advice of Borrower’s, Agent’s
or such Lender’s counsel, is required by law; (e) in connection with the exercise of any right or remedy under the Loan
Documents or in connection with any litigation to which Borrower, Agent or such Lender is a party; (f) to any nationally recognized
rating agency or investor of a Lender that requires access to information about a Lender’s investment portfolio in connection
with ratings issued or investment decisions with respect to such Lender; (g) that ceases to be confidential through no fault
of Agent or any Lender; (h) to a Person that is an investor or prospective investor in a Securitization that agrees that its
access to information regarding Borrower and the Loans and Commitments is solely for purposes of evaluating an investment in such
Securitization and who agrees to treat such information as confidential; or (i) to a Person that is a trustee, collateral
manager, servicer, noteholder or secured party in a Securitization in connection with the administration, servicing and reporting
on the assets serving as collateral for such Securitization. For purposes of this Section, “Securitization”
means a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns, of securities
which represent an interest in, or which are collateralized, in whole or in part, by the Loans or the Commitments. In each case
described in clauses (c), (d) and (e) (as such disclosure in clause (e) pertains to litigation only),
where the Agent or Lender, as applicable, is compelled to disclose a Loan Party’s confidential information, promptly after
such disclosure the Agent or such Lender, as applicable, shall notify Borrower of such disclosure provided, however,
that neither the Agent nor any Lender shall be required to notify Borrower of any such disclosure (i) to any federal or state banking
regulatory authority conducting an examination of the Agent or such Lender, or (ii) to the extent that it is legally prohibited
from so notifying Borrower. Notwithstanding the foregoing, Agent reserves the right to provide to industry trade organizations
information necessary and customary for inclusion in league table measurements.






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10.11     
Captions.


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


10.12     
Nature of Remedies.


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


10.13     
Counterparts.


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


10.14     
Severability.


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


10.15     
Entire Agreement.


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


10.16     
Successors; Assigns.


This Agreement shall
be binding upon Borrower, Lenders and Agent and their respective successors and assigns, and shall inure to the benefit of
Borrower, Lenders and Agent and the successors and assigns of Lenders and Agent. No other Person shall be a direct or indirect
legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the
other Loan Documents. Borrower may not assign or transfer any of its rights or Obligations under this Agreement without the prior
written consent of Agent and each Lender.






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10.17     
Governing Law.


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


10.18     
Forum Selection; Consent to Jurisdiction.


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


10.19     
Waiver of Jury Trial.


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


10.20     
Patriot Act.


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






    	[Keystone] Credit Agreement	- 69 -	 



     

    

10.21     
Approved AR Loan Facility.


Agent and Lenders
acknowledge that Borrower is seeking a revolving loan facility to be secured by a first lien security interest in accounts receivables
and inventory and a second lien security interest in all other Collateral, which loan facility will be in a maximum principal amount
of $5,000,000 and subject to an advance rate of no greater than seventy-five percent (75%) in respect of accounts receivables and
fifty percent (50%) in respect of inventory, in each case unless otherwise agreed to by Agent in its sole discretion (together
with any replacement revolving loan facility as approved by Agent that is subject to an Intercreditor Agreement (or any replacement
intercreditor or subordination agreement in form and substance acceptable to Agent in its sole discretion) the “Approved
AR Loan Facility”). Agent and Borrower agree to work together in good faith, and at Borrower’s sole cost and expense,
to negotiate and enter into such amendments to this Agreement and such other Loan Documents as may be necessary to permit such
indebtedness, to release and/or subordinate such liens as may be necessary to effectuate such revolving loan facility, and to enter
into such third party documents as may be reasonably requested by Borrower and/or such revolving loan lender. Notwithstanding anything
set forth herein to the contrary, the material terms and conditions of such revolving loan facility shall be reasonably acceptable
to Agent, and, Agent’s approval of such revolving loan facility shall be subject to, among other things as may be reasonably
required by Agent, Agent’s receipt of a fully-executed intercreditor agreement in form and substance reasonably acceptable
to Agent.


 


[Remainder of page intentionally blank;
signature pages follow.]






    	[Keystone] Credit Agreement	- 70 -	 



     

    

IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date
first set forth above.


 


	 	borrower:
	 	 
	 	SBT HOLDINGS INC.,
	 	a Delaware corporation
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Michael Nealon	 
	 	Name:	Michael Nealon	 
	 	Title:	Chief Financial Officer	 


 


[Signature Page to Credit Agreement]


 






    	 



     

    

 



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


 


[Signature Page to Credit Agreement]