CREDIT AGREEMENT by and among PARAGON 28, INC., as Administrative Borrower, PARAGON ADVANCED TECHNOLOGIES, INC., as a Borrower Certain Subsidiaries of Administrative Borrower, as Guarantors from Time to Time Party Hereto, The Lenders from Time to Time...

Certain information has been omitted from this exhibit in places marked “[***]” because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed.

Exhibit 10.1

Execution Version

CREDIT AGREEMENT

by and among

PARAGON 28, INC.,
as Administrative Xxxxxxxx,

PARAGON ADVANCED TECHNOLOGIES, INC.,

as a Borrower

Certain Subsidiaries of Administrative Borrower, as Guarantors

from Time to Time Party Hereto,

The Lenders
from Time to Time Party Hereto,

and

ARES CAPITAL CORPORATION,
as Administrative Agent and as Collateral Agent,

ACF XXXXX I LP,

as Revolving Agent,

Dated as of November 2, 2023
___________________________________

TABLE OF CONTENTS

Page


Article I	Definitions		2

	Section 1.01	Defined Terms	2
	Section 1.02	Other Interpretive Provisions	57
	Section 1.03	Accounting Terms and Determination	57
	Section 1.04	Rounding	57
	Section 1.05	References to Agreements, Laws, etc	58
	Section 1.06	Times of Day	58
	Section 1.07	Timing of Payment of Performance	58
	Section 1.08	Corporate Terminology	58
	Section 1.09	UCC Definitions	58
	Section 1.10	Divisions; Series	58
	Section 1.11	Rates	58

Article II	Amount and Terms of Credit Facilities		59

	Section 2.01	Loans	59
	Section 2.02	Borrowing Procedures and Settlements	61
	Section 2.03	Notice of Borrowing	66
	Section 2.04	Disbursement of Term Loans	66
	Section 2.05	Payment of Loans; Evidence of Debt	67
	Section 2.06	Conversions and Continuations	68
	Section 2.07	Pro Rata Borrowings	69
	Section 2.08	Interest	69
	Section 2.09	[Reserved]	70
	Section 2.10	Increased Costs, Illegality, etc	71
	Section 2.11	Compensation	72
	Section 2.12	Change of Lending Office	72
	Section 2.13	Notice of Certain Costs	73
	Section 2.14	Bank Accounts and Collections	73
	Section 2.15	Defaulting Lenders	74
	Section 2.16	Benchmark Replacement Setting	76

Article III	[RESERVED]		77

Article IV	Fees and Commitment Terminations and Reductions		77

	Section 4.01	Fees	77
	Section 4.02	Mandatory Termination of Commitments	78
	Section 4.03	Reduction of Commitments	78
	Section 4.04	Prepayment Premium	79

Article V	Payments		80

	Section 5.01	Voluntary Prepayments	80
	Section 5.02	Mandatory Prepayments	80
	Section 5.03	Payment of Obligations; Method and Place of Payment	84
	Section 5.04	Net Payments	84

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	Section 5.05	Computations of Interest and Fees	88

Article VI	Conditions Precedent		88

	Section 6.01	Conditions Precedent to Initial Credit Extension	88
	Section 6.02	Conditions Precedent to all Credit Extensions after the Closing Date	91

Article VII	Representations, Warranties and Agreements		92

	Section 7.01	Corporate Status	92
	Section 7.02	Corporate Power and Authority	92
	Section 7.03	No Violation	92
	Section 7.04	Litigation, Labor Controversies, etc	93
	Section 7.05	Use of Proceeds; Regulations U and X	93
	Section 7.06	Approvals, Consents, etc	93
	Section 7.07	Investment Company Act	94
	Section 7.08	Full Disclosure	94
	Section 7.09	Financial Condition; No Material Adverse Effect	94
	Section 7.10	Tax Returns and Payments	95
	Section 7.11	Compliance with ERISA	95
	Section 7.12	Capitalization and Subsidiaries	95
	Section 7.13	Intellectual Property	96
	Section 7.14	Environmental	96
	Section 7.15	Ownership of Properties	97
	Section 7.16	No Default	97
	Section 7.17	Solvency	97
	Section 7.18	[Reserved]	97
	Section 7.19	Compliance with Laws; Authorizations	97
	Section 7.20	Contractual or Other Restrictions	97
	Section 7.21	Credit Documents	98
	Section 7.22	Collective Bargaining Agreements	98
	Section 7.23	Insurance	98
	Section 7.24	Evidence of Other Indebtedness	98
	Section 7.25	[Reserved]	98
	Section 7.26	Foreign Assets Control Regulations; Anti-Money Laundering and Anti-Corruption Practices	98
	Section 7.27	Patriot Act	99
	Section 7.28	[Reserved]	99
	Section 7.29	Flood Insurance	99
	Section 7.30	Location of Collateral; Equipment List	99
	Section 7.31	Health Care Matters	99
	Section 7.32	Eligible Accounts; Borrowing Base	102

Article VIII	Affirmative Covenants		102

	Section 8.01	Financial Information, Reports, Notices and Information	102
	Section 8.02	Books, Records and Inspections; Field Exams; Appraisals	106

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	Section 8.03	Maintenance of Insurance	107
	Section 8.04	Payment of Taxes	108
	Section 8.05	Maintenance of Existence; Compliance with Laws, etc	108
	Section 8.06	Environmental Compliance	109
	Section 8.07	ERISA	110
	Section 8.08	Maintenance of Property and Assets	111
	Section 8.09	End of Fiscal Years; Fiscal Quarters	111
	Section 8.10	Use of Proceeds	111
	Section 8.11	Further Assurances; Additional Guarantors and Grantors	112
	Section 8.12	[Reserved]	114
	Section 8.13	Compliance with Health Care Laws	114
	Section 8.14	Intellectual Property	114
	Section 8.15	[Reserved]	115
	Section 8.16	Post-Closing	115
	Section 8.17	Borrowing Base and Financial Statement Reporting	115

Article IX	Negative Covenants		117

	Section 9.01	Limitation on Indebtedness	117
	Section 9.02	Limitation on Liens	120
	Section 9.03	Consolidation, Merger, etc	122
	Section 9.04	Permitted Dispositions	122
	Section 9.05	Investments	124
	Section 9.06	Restricted Payments, etc	127
	Section 9.07	Modification of Certain Agreements	129
	Section 9.08	Sale and Leaseback	129
	Section 9.09	Transactions with Affiliates	129
	Section 9.10	Restrictive Agreements, etc	130
	Section 9.11	Hedging Transactions	131
	Section 9.12	Changes in Business	131
	Section 9.13	Financial Performance Covenant	131
	Section 9.14	Disqualified Capital Stock	133
	Section 9.15	[Reserved]	133
	Section 9.16	[Reserved]	133
	Section 9.17	[Reserved]	133

Article X	Events of Default		133

	Section 10.01	Listing of Events of Default	133
	Section 10.02	Remedies Upon Event of Default	135

Article XI	The Administrative Agent		136

	Section 11.01	Appointment	136
	Section 11.02	Delegation of Duties	136
	Section 11.03	Exculpatory Provisions	136
	Section 11.04	Reliance by Administrative Agent	137
	Section 11.05	Notice of Default	137

iii

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	Section 11.06	Nonreliance on Administrative Agent and Other Lenders	138
	Section 11.07	Indemnification	138
	Section 11.08	Agent in Its Individual Capacity	139
	Section 11.09	Successor Agents	139
	Section 11.10	Agents Generally	139
	Section 11.11	Restrictions on Actions by Lenders; Sharing of Payments	140
	Section 11.12	Agency for Perfection	140
	Section 11.13	Authorization to File Proof of Claim	140
	Section 11.14	Credit Bids	141
	Section 11.15	Binding Effect	141

Article XII	Miscellaneous		141

	Section 12.01	Amendments and Waivers	141
	Section 12.02	Notices and Other Communications; Facsimile Copies	145
	Section 12.03	No Waiver; Cumulative Remedies	146
	Section 12.04	Survival of Representations and Warranties	146
	Section 12.05	Payment of Expenses; Indemnification	146
	Section 12.06	Successors and Assigns; Participations and Assignments	147
	Section 12.07	Replacements of Lenders Under Certain Circumstances	152
	Section 12.08	Securitization	153
	Section 12.09	Adjustments; Set-off	153
	Section 12.10	Counterparts	154
	Section 12.11	Severability	154
	Section 12.12	Integration	155
	Section 12.13	GOVERNING LAW	155
	Section 12.14	Submission to Jurisdiction; Waivers	155
	Section 12.15	Acknowledgments	156
	Section 12.16	WAIVERS OF JURY TRIAL	156
	Section 12.17	Confidentiality	156
	Section 12.18	Press Releases, etc	158
	Section 12.19	Releases of Guarantees and Liens	158
	Section 12.20	USA Patriot Act	159
	Section 12.21	No Fiduciary Duty	159
	Section 12.22	Authorized Officers	159
	Section 12.23	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	160
	Section 12.24	Purchase Option	160
	Section 12.25	All Obligations to Constitute Joint and Several Obligations	162
	Section 12.26	Administrative Borrower	163
	Section 12.27	Erroneous Payments	163

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SCHEDULES

Schedule 1.01(a)		Commitments
Schedule 1.01(b)		Revolving Agent’s Account
Schedule 1.01(c)		Designated Account
Schedule 1.01(e)		Material Contracts
Schedule 2.14		Deposit Accounts
Schedule 7.04		Litigation
Schedule 7.12		Subsidiaries and Joint Ventures/Partnerships
Schedule 7.15		Real Property
Schedule 7.22		Collective Bargaining Agreements
Schedule 7.23		Insurance
Schedule 7.24		Evidence of Indebtedness
Schedule 7.30		Location of Collateral; Equipment List
Schedule 7.31		Health Care Matters
Schedule 9.02		Liens
Schedule 9.05(g)		Investments
Schedule 9.09		Transactions with Affiliates
Schedule 9.10		Restrictive Agreements
Schedule 12.02		Addresses for Notices


EXHIBITS

Exhibit A-1		Form of Assignment and Acceptance
Exhibit B-1		Form of Borrowing Base Certificate
Exhibit C-1		Form of Compliance Certificate
Exhibit G-1		Form of Guarantee Agreement
Exhibit N-1		Form of Notice of Borrowing
Exhibit N-2		Form of Notice of Conversion or Continuation
Exhibit P-1		Form of Perfection Certificate
Exhibit R-1		Form of Revolver Note
Exhibit T-1		Form of Term Loan Note
Exhibit T-2		Form of Delayed Draw Term Note

CREDIT AGREEMENT

THIS CREDIT AGREEMENT, dated as of November 2, 2023, is among PARAGON 28, INC., a Delaware corporation (“Paragon”, a “Borrower” and “Administrative Borrower”), PARAGON ADVANCED TECHNOLOGIES, INC., a Delaware corporation (“PAT”, a “Borrower” and, together with Paragon, the “Borrowers”), the Subsidiaries signatory hereto as guarantors or hereafter designated as Guarantors pursuant to Section 8.11, the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), ARES CAPITAL CORPORATION, a Maryland corporation (“Ares”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”), and ACF XXXXX I LP, a Delaware limited partnership (“ACF”), as Revolving Agent for the Revolving Lenders (in such capacity, together with its successors and assigns in such capacity, the “Revolving Agent”).

RECITALS

WHEREAS, the Borrowers have requested that the Lenders extend credit to the Borrowers in the form of (a) an initial term loan in the aggregate principal amount of $75,000,000 on the Closing Date (the “Initial Term Loan Facility”), (b) a delayed draw term loan facility in the aggregate principal amount of $25,000,000 (the “Delayed Draw Term Loan Facility”) and (c) a revolving credit facility in the aggregate principal amount of up to $50,000,000 (the “Revolving Facility”), which shall be funded in an amount equal to or in excess of $25,000,000 on the Closing Date (the “Closing Date Revolver Draw”); and

WHEREAS, (a) the proceeds of the Initial Term Loan Facility will be used (i) to refinance the existing Indebtedness of Administrative Borrower and its Subsidiaries, (ii) to pay fees and expenses incurred in connection with the transactions contemplated hereby, and (iii) for general corporate purposes (including to fund Permitted Acquisitions, other permitted Investments, ongoing working capital needs, and other capital expenditures, and to pay fees and expenses in connection with the foregoing, in each case, to the extent not prohibited by this Agreement), (b) the proceeds of the Delayed Draw Term Loan Facility will be used for general corporate purposes (including to (i) fund Permitted Acquisitions and other permitted Investments and pay any acquisition related expenditures and payment of earnouts in connection therewith and any fees and expenses in connection therewith, and (ii) fund ongoing working capital needs and other capital expenditures, and to pay fees and expenses in connection with the foregoing, in each case, to the extent not prohibited by this Agreement), and (c) the proceeds of the Revolving Facility will be used (i) to refinance the existing Indebtedness of Administrative Borrower and its Subsidiaries and to pay fees and expenses incurred in connection with the transactions contemplated hereby and (ii) for general corporate purposes (including to fund Permitted Acquisitions, other permitted Investments, ongoing working capital needs, and other capital expenditures, and to pay fees and expenses in connection with the foregoing, in each case, to the extent not prohibited by this Agreement).

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Article I

Definitions

Section 1.01 Defined Terms. As used herein, the following terms shall have the meanings specified in this Section 1.01, unless the context otherwise requires:

“ABR” shall mean, for any day, a fluctuating rate of interest per annum (rounded upward, if necessary, to the next highest 1/16 of 1%) equal to the highest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus ½ of one percentage point and (c) the Adjusted Term SOFR Rate with a tenor of one month (or any comparable Benchmark Replacement implemented pursuant to Section 2.08(e)) (for the avoidance of doubt, in each case, not less than the Floor) plus one percentage point. Changes in the rate of interest on that portion of any Loans maintained as ABR Loans will take effect simultaneously with each change in the ABR.

“ABR Interest Payment Date” shall have the meaning set forth in Section 2.08(d).

“ABR Loan” shall mean each Loan bearing interest at ABR, as provided in Section 2.08(a).

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

“ACF” shall have the meaning set forth in the recitals to this Agreement.

“Action” means any claim, action, legal or non-ordinary course administrative proceeding, audit, litigation, arbitration, mediation, subpoena, notice of violation, or official investigation, in each case, that is brought by or heard before a Governmental Authority.

“Adjusted Term SOFR Rate” shall mean, for purposes of any calculation, the rate per annum equal to Term SOFR for such calculation; provided that if Adjusted Term SOFR Rate as so determined shall ever be less than the Floor, then Adjusted Term SOFR Rate shall be deemed to be the Floor.

“Administrative Agent” shall have the meaning set forth in the preamble to this Agreement.

“Administrative Borrower” shall have the meaning set forth in Section 12.26.

“Administrative Questionnaire” shall mean a questionnaire completed by each Lender, in a form approved by the Administrative Agent, in which such Lender, among other things, (a) designates one or more credit contacts to whom all syndicate-level information (which may contain material nonpublic information about the Credit Parties and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with such Lender’s compliance procedures and Applicable Laws, including federal and state securities laws and (b) designates an address, facsimile number, electronic mail address and/or telephone number for notices and communications with such Lender.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” shall mean, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided, that, no Secured Party shall be an Affiliate of any Credit Party solely by reason of the provisions of the Credit Documents. The term “Control” means either (a) solely for the purposes of Section 9.09, the power to vote, or the beneficial ownership of twenty percent (20%) or more of the Voting Stock of such Person or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto.

“Agents” shall mean, collectively, the Administrative Agent, the Collateral Agent and the Revolving Agent.

“Agreement” shall mean this Credit Agreement, as the same may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Anti-Corruption Laws” shall mean any and all laws, rules or regulations relating to corruption or bribery, including, but not limited to, the FCPA and the U.K. Bribery Act 2010.

“Anti-Money Laundering Laws” shall mean any and all laws, rules or regulations relating to money laundering or terrorism financing, including (a) 18 U.S.C. §§ 1956 and 1957; and (b) the Bank Secrecy Act, 31 U.S.C. §§ 5311 et seq., as amended by the PATRIOT Act, and its implementing regulations.

“Anti-Terrorism Laws” shall mean any laws relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, all as amended, supplemented or replaced from time to time.

“Applicable Laws” shall mean, with respect to any Person, the common law and any federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its property or Products or to which such Person or any of its property or Products is subject. For the avoidance of doubt, the term “Applicable Laws” shall include FATCA and any intergovernmental agreements with respect thereto between the United States and another jurisdiction.

“Applicable Margin” shall mean a percentage per annum equal to: (a) in the case of (i) an ABR Loan that is a Revolving Loan, 3.00% and (ii) a Term SOFR Loan that is a Revolving Loan, 4.00%; (b) from the Closing Date until the date that is two (2) Business Days after the date on which the Credit Parties deliver to the Administrative Agent the financial statements and a Compliance Certificate for the Fiscal Quarter of Administrative Borrower and its Subsidiaries ending December 31, 2023 in accordance with Sections 8.01(b) and (d) as applicable (the “Initial Applicable Margin Period”), in the case of a (i) an ABR Loan that is a Term Loan, 5.75% and (ii) a Term SOFR Loan that is a Term Loan, 6.75%; (c) after the Initial Applicable Margin Period, the relevant Applicable Margin shall be set at the respective level indicated below based upon the Total Leverage Ratio set forth opposite thereto, which ratio shall be calculated as of the end of the most recent Fiscal Quarter of Administrative Borrower and its Subsidiaries for which financial statements and a Compliance Certificate with respect to such financial statements are received by the Administrative Agent and the Lenders in accordance with Sections 8.01(b) and (d):


Level	Total Leverage Ratio	Applicable Margin for an ABR Loan that is a Term Loan	Applicable Margin for a Term SOFR Loan that is a Term Loan
I	Greater than or equal to 6.00 to 1.00	5.75%	6.75%
II	Less than 6.00:1.00 but greater than or equal to 5.00:1.00	5.50%	6.50%
III	Less than 5.00:1.00	5.25%	6.25%

; provided that, at the election of Administrative Borrower, 50% of the Applicable Margin portion of any interest payment that is due on a Term Loan in accordance with Sections 2.08(a) or (b) of this Agreement prior to the second anniversary of the Closing Date may be paid in kind (a “PIK Election”); provided further that, (i) the ABR or the Adjusted Term SOFR Rate portion of any such interest payment shall be made in cash even if a PIK Election is made with respect to such interest payment and (ii) if a PIK Election is made with respect to any interest payment, the Applicable Margin applicable to the Term Loans (including, for the avoidance of doubt, the portion

of the Term Loans for which interest would be paid in cash for such period) for the applicable period shall be the rate described in Section 2.08(a) or Section 2.08(b), as applicable, plus 0.75% per annum (calculated retroactively for the applicable period). For illustrative purposes, in the case of a PIK Election, the Applicable Margin rates that are applicable to the portion of the interest payment that is paid in cash and the portion of the interest payment that is paid in kind are below:


Level	Total Leverage Ratio	Applicable Margin for an ABR Loan that is a Term Loan (to be paid in cash)	Applicable Margin for an ABR Loan that is a Term Loan (to be paid in kind)	Applicable Margin for a Term SOFR Loan that is a Term Loan (to be paid in cash)	Applicable Margin for a Term SOFR Loan that is a Term Loan (to be paid in kind)
I	Greater than or equal to 6.00 to 1.00	3.25%	3.25%	3.75%	3.75%
II	Less than 6.00:1.00 but greater than or equal to 5.00:1.00	3.125%	3.125%	3.625%	3.625%
III	Less than 5.00:1.00	3.00%	3.00%	3.50%	3.50%

(d) Subject to clause (e) below, the adjustment of the Applicable Margin (if any) will occur two (2) Business Days after the date on which the Credit Parties are required to deliver to the Administrative Agent the financial statements of Administrative Borrower and its Subsidiaries and a Compliance Certificate with respect to such financial statements in accordance with Sections 8.01(b) and (d); and

(e) Notwithstanding the foregoing:

(i) the Applicable Margin shall be set at Level I in the applicable table above (A) upon the occurrence and during the continuation of an Event of Default, or (B) if for any period, the Administrative Agent does not receive the financial statements and certificates described in clause (d) above, for the period commencing on the date such financial statements and certificate were required to be delivered through the date on which such financial statements and certificate are actually received by the Administrative Agent; and

(ii) in the event that any financial statement or certificate described in clause (d) above is inaccurate (regardless of whether this Agreement is in effect when such inaccuracy is discovered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any period, then the Applicable Margin for such period shall be adjusted retroactively (to the effective date of the determination of the Applicable Margin that was based upon the delivery of such inaccurate financial statement or certificate) to reflect the correct Applicable Margin, and the Borrowers shall promptly make payments to the Administrative Agent to reflect such adjustment.

“Approved Fund” shall mean any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender.

“Ares” shall have the meaning set forth in the recitals to this Agreement.

“Assignment and Acceptance” shall mean an assignment and acceptance substantially in the form of Exhibit A-1 or such other form approved by the Administrative Agent.

“Attributable Indebtedness” shall mean, on any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear as a liability on a balance sheet (excluding the footnotes thereto) of such Person prepared as of such date in accordance with GAAP.

“Authorized Officer” shall mean, with respect to any Credit Party, the Chief Executive Officer, the Chief Financial Officer, secretary or any other senior financial officer (to the extent that such senior financial officer is designated as such in writing to the Administrative Agent by such Credit Party) of such Credit Party.

“Availability” means, as of any date of determination, the aggregate amount that the Borrowers are entitled to borrow as Revolving Loans, in each case, under Section 2.01 (after giving effect to the then outstanding Revolver Usage).

“Average Revolver Usage” means, with respect to any period, the sum of the aggregate amount of Revolver Usage for each calendar day in such period (calculated as of the end of each respective day) divided by the number of calendar days in such period.

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

“Bail-In Legislation” shall mean, (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bankruptcy Code” shall mean the Federal Bankruptcy Reform Act of 1978.

“Benchmark” shall mean, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.16(a).

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

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

“Benchmark Replacement Date” shall mean a date and time determined by the Administrative Agent, which date shall be no later than:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current available tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” shall mean the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) is not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each such Benchmark (or the published component used in the calculation thereof).

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

“Benchmark Unavailability Period” shall mean, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.16 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Credit Document in accordance with Section 2.16.

“Benefited Lender” shall have the meaning set forth in Section 12.09.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States (or any successor).

“Board of Directors” shall mean, as to any Person, the board of directors (or comparable managers) of such Person, or any committee thereof duly authorized to act on behalf of the board of directors (or comparable managers).

“Borrowers” shall mean, Administrative Borrower and PAT.

“Borrowing” shall mean any Loans of the same Type and Class made, converted or continued on the same date (and shall include a Delayed Draw Term Borrowing).

“Borrowing Base” means:

(a) the product of (i) eighty-five percent (85%) multiplied by (ii) the aggregate net amount at such time of the Eligible Accounts; plus

(b) the lesser of (i) eighty-five percent (85%) multiplied by the Net Orderly Liquidation Value of the Eligible Inventory or (ii) fifty percent (50%) multiplied by the value of the Eligible Inventory, valued at the lower of first-in-first-out cost or market cost, and after factoring in all rebates, discounts and other incentives or rewards associated with the purchase of the applicable Inventory; plus

(c) the lesser of (i) eighty-five percent (85%) multiplied by the Net Orderly Liquidation Value of the Eligible Equipment (provided that, the Net Orderly Liquidation Value of any Eligible Equipment included in this clause (c) shall be depreciated on a quarterly basis over a period of ten (10) years following the acquisition of such Eligible Equipment using the straight line method of depreciation) or (ii) thirty-five percent (35%) multiplied by the value of the Eligible Equipment, valued at the Net Book Value of Eligible Equipment (calculated on a basis consistent with the Credit Parties’ historical accounting practices, as determined by the Administrative Borrower in a manner acceptable to the Revolving Agent in its Permitted Discretion); plus

(d) one hundred percent (100%) of Qualified Cash (not to exceed $15,000,000); plus

(e) $7,500,000 (the “Enhanced Liquidity Amount”), to the extent that the Enhanced Liquidity Conditions have been met; provided that, the Enhanced Liquidity Amount shall be amortized on a quarterly basis over a period of six (6) years following the date that such Enhanced Liquidity Amount was included in the Borrowing Base using the straight line method of amortization; minus

(f) without duplication, the amount of any Reserves and/or other adjustments provided for in this Agreement;

provided, that (i) the Borrowing Base shall automatically be adjusted down, if necessary, such that the aggregate availability from the sum of (1) Eligible Inventory and (2) Eligible Equipment shall never exceed an amount equal to $35,000,000 and (ii) until such time as collateral diligence is completed by the Revolving Agent (in a manner acceptable to the Revolving Agent in its Permitted Discretion, and comprised of a Field Exam, an appraisal of Eligible Inventory and an

appraisal of Eligible Equipment) (with no obligation of the Revolving Agent to so complete collateral diligence), the advance rates and valuation methodologies applicable to clauses (b) and (c) above shall be such rates and valuation methodologies set forth in clauses (b)(ii) (with respect to Eligible Inventory) and (c)(ii) (with respect to Eligible Equipment).

The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Revolving Agent in accordance with this Agreement. The establishment or increase of any Reserve will be limited to the exercise by the Revolving Agent of its Permitted Discretion, upon at least two (2) Business Days’ prior written notice to Administrative Borrower (which notice will include a reasonably detailed description of the Reserve being established); provided, that, (a) no such notice shall be required if an Event of Default has occurred and is continuing, and (b) upon such notice, the Borrowers will not be permitted to borrow so as to exceed the Borrowing Base after giving effect to such new or modified Reserves. During such two (2) Business Day period, Revolving Agent will, if requested, discuss any such new or modified Reserve with Administrative Borrower, and Administrative Borrower may take such action as may be required so that the event, condition or matter that is the basis for such new or modified Reserve no longer exists or exists in a manner that would result in the establishment of a lower Reserve, in each case, in a manner and to the extent reasonably satisfactory to the Revolving Agent.

“Borrowing Base Certificate” means a certificate in the form of Exhibit B-1.

“Budget” shall have the meaning set forth in Section 8.01(f).

“Business Day” shall mean any day excluding Saturday, Sunday, and any day which is a legal holiday under the laws of the State of New York or which is a day on which any Agent is, or is authorized to be, otherwise closed for transacting business with the public.

“Capital Stock” shall mean any and all shares, interests, participations, units or other equivalents (however designated) of capital stock of a corporation, membership interests in a limited liability company, partnership interests of a limited partnership, any and all equivalent ownership interests in a Person and any and all warrants, rights or options to purchase any of the foregoing.

“Capitalized Lease Obligations” shall mean, as applied to any Person, all obligations under Capitalized Leases of such Person or any of its Subsidiaries, in each case taken at the amount thereof accounted for as liabilities on the balance sheet (excluding the footnotes thereto) of such Person in accordance with GAAP.

“Capitalized Leases” shall mean, as applied to any Person, all leases of property that have been or should be, in accordance with GAAP, recorded as capitalized leases on the balance sheet of such Person or any of its Subsidiaries, on a consolidated basis; provided, that for all purposes hereunder the amount of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability on the balance sheet (excluding the footnotes thereto) of such Person in accordance with GAAP; provided, that, any lease classified as an operating lease on December 31, 2018 (assuming for purposes hereof that such lease was in existence on December 31, 2018) shall continue to be treated as an operating lease regardless of its treatment under GAAP. For the

avoidance of doubt, “Capitalized Leases” shall not include obligations or liabilities of any Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations would be required to be classified and accounted for as an operating lease under GAAP as existing on December 31, 2018; provided, that financial reporting obligations shall not be affected by this sentence.

“Cash Dominion Event” means (i) the occurrence of a Specified Event of Default; provided that, if such Specified Event of Default is cured, waived or otherwise no longer exists, the Cash Dominion Event shall no longer be deemed to exist pursuant to this clause (i) until such time as another Specified Event of Default occurs, or (ii) Availability being less than the greater of (1) $7,500,000 and (2) 12.5% of the Maximum Revolver Amount for a period of three (3) consecutive Business Days; provided that, if Availability thereafter equals or exceeds the greater of (1) $7,500,000 and (2) 12.5% of the Maximum Revolver Amount for a period of thirty (30) consecutive days, the Cash Dominion Event shall no longer be deemed to exist pursuant to this clause (ii) until such time as Availability falls below the threshold in this clause (ii) on another occasion; provided, further that, (A) a Cash Dominion Event may not be deemed to have ended under clause (ii) of this definition on more than three (3) occasions in any period of three hundred sixty-five (365) consecutive days and (B) the expiration of any Cash Dominion Event in accordance with this definition shall not impair the commencement of any subsequent Cash Dominion Event.

“Cash Equivalents” shall mean:

(a) any direct obligation of (or unconditional guarantee by) the United States (or any agency or political subdivision thereof, to the extent such obligations are supported by the full faith and credit of the United States) maturing not more than one (1) year after the date of acquisition thereof;

(b) commercial paper maturing not more than one hundred eighty (180) days from the date of issue and issued by (i) a corporation (other than an Affiliate of any Credit Party) organized under the laws of any state of the United States or of the District of Columbia and, at the time of acquisition thereof, rated A‑1 or higher by S&P or P‑1 or higher by Xxxxx’x, or (ii) any Lender (or its holding company);

(c) any certificate of deposit, time deposit or bankers’ acceptance, maturing not more than one hundred eighty (180) days after its date of issuance, which is issued by either: (i) a bank organized under the laws of the United States (or any state thereof) which has, at the time of acquisition thereof, (A) a credit rating of P2 or higher from Xxxxx’x or A or higher from S&P and (B) a combined capital and surplus greater than $500,000,000, or (ii) a Lender;

(d) any repurchase agreement having a term of thirty (30) days or less entered into with any Lender or any commercial banking institution satisfying, at the time of acquisition thereof, the criteria set forth in clause (c)(i) which (i) is secured by a fully perfected security interest in any obligation of the type described in clause (a), 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 commercial banking institution thereunder;

(e) Cash Equivalents set forth on Schedule 9.05(g);

(f) money market and mutual funds investing primarily in assets described in clauses (a) through (d) of this definition; and

(g) solely in the case of and with respect to a Foreign Subsidiary, Investments of a kind or type similar to the Cash Equivalents described in clauses (a) through (f) above customarily utilized in the jurisdiction of organization of such Foreign Subsidiary for cash management purposes.

“Cash Management Bank” has the meaning specified therefor in Section 2.14(a).

“Casualty Event” shall mean the damage, destruction or condemnation, as the case may be, of property of any Credit Party.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980.

“Change of Control” shall mean an event or series of events by which: (a) (1) any Person or group within the meaning of the Exchange Act and the rules of the SEC thereunder (other than employee benefit plans of each Borrower and its respective wholly-owned Subsidiaries) shall acquire ownership, directly or indirectly, beneficially or of record, of Capital Stock of Administrative Borrower representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding Capital Stock of Administrative Borrower; provided, however, that a Person or group shall not be deemed a beneficial owner of, or to own beneficially, (x) any securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or group pursuant to a Schedule TO (or any successor form) until such tendered securities are accepted for purchase or exchange thereunder or (y) any securities to the extent such beneficial ownership (i) arises solely as a result of a revocable proxy delivered to such Person or group by a shareholder that is not, for the avoidance of doubt, a member of such “group” in response to a proxy or consent solicitation made pursuant to, and disclosed in accordance with, the applicable rules and regulations under the Exchange Act and (ii) is not also then reportable on Schedule 13D or Schedule 13G (or any successor schedule) under the Exchange Act; and (2) any Person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder) files or Administrative Borrower files, a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such an event described in the immediately preceding clause (1) has occurred; (b) the consummation of any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of Administrative Borrower and its Subsidiaries, taken as a whole, to any Person other than the Administrative Borrower or one or more of the Administrative Borrower’s Subsidiaries; or (c) Administrative Borrower ceases to own one hundred percent (100%) of the issued and outstanding Capital Stock of each other Borrower (other than as not otherwise prohibited by this Agreement); or (d) any Borrower ceases to own directly or indirectly one hundred percent (100%) of the issued and outstanding Capital Stock of each Guarantor (other than as not otherwise prohibited by this Agreement).

“Change in Law” shall mean the occurrence after the Closing Date of: (a) the adoption or effectiveness of any law, rule, regulation, judicial ruling, judgment or treaty, (b) any change in any law, rule, regulation, judicial ruling, judgment or treaty or in the administration, interpretation, implementation or application by any Governmental Authority of any law, rule, regulation, guideline or treaty, or (c) the making or issuance by any Governmental Authority of any request, rule, guideline or directive, whether or not having the force of law; provided that notwithstanding anything in this Agreement to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities shall, in each case, be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued.

“Closing Date” shall mean November 2, 2023.

“Closing Date Revolver Draw” shall have the meaning set forth in the recitals to this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to the Code are to the Code, as in effect at the date of this Agreement, and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor.

“Collateral” shall mean any assets of any Credit Party or other collateral upon which Administrative Agent has been granted a Lien in connection with this Agreement.

“Collateral Agent” shall have the meaning set forth in the preamble to this Agreement.

“Collateral Documents” shall mean the Security Agreement and each other document or agreement that creates or perfects any security interests granted by any of the Credit Parties to the Administrative Agent on behalf of the Secured Parties.

“Collateral Sale” shall have the meaning set forth in Section 11.14.

“Collections” shall mean all cash, checks, credit card slips or receipts, notes, instruments, and other items of payment (including insurance proceeds, proceeds of cash sales, rental proceeds and tax refunds) of the Credit Parties.

“Commitment” shall mean any of the Initial Term Loan Commitment, Delayed Draw Term Commitment, or Revolver Commitment. The aggregate amount of the Commitments as of the Closing Date is $150,000,000, as set forth on Schedule 1.01(a).

“Company Partner” shall mean any counterparty to a development, research, commercialization, manufacturing, distribution, sales, marketing, promotion, supply, consulting or other collaboration agreement with Administrative Borrower and any of its Subsidiaries.

“Competitor” means any Person that is an operating company engaged in substantially similar business operations as the Borrowers.

“Compliance Certificate” shall mean a certificate duly completed and executed by an Authorized Officer of Administrative Borrower substantially in the form of Exhibit C-1.

“Confidential Information” shall have the meaning set forth in Section 12.17.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” “ABR Interest Payment Date,” “SOFR Interest Payment Date” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.16 and other technical, administrative or operational matters) that the Administrative Agent (in consultation with the Administrative Borrower) decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines (in consultation with the Administrative Borrower) that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides (in consultation with the Administrative Borrower) is reasonably necessary in connection with the administration of this Agreement and the other Credit Documents).

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

“Consolidated Adjusted EBITDA” shall mean, for a specified Test Period, an amount determined for Administrative Borrower and its Subsidiaries on a consolidated basis equal to:

(a) Consolidated Net Income,

plus

(b) to the extent deducted in calculating Consolidated Net Income for such period (other than with respect to clause (b)(xiii) below), the sum of, without duplication, amounts for:

(i) Consolidated Interest Expense (net of interest income);

(ii) provisions for Taxes based on income, profits or capital, plus state, provincial, franchise, property or similar taxes and foreign withholding taxes and foreign unreimbursed value added taxes, of such Person for such period (including, in each case, penalties and interest related to such taxes or arising from tax examinations);

(iii) total depreciation expense;

(iv) total amortization expense;

(v) other non-cash charges reducing Consolidated Net Income (excluding any such non-cash item (x) to the extent that it represents amortization of a prepaid cash item that was paid in a prior period or (y) relating to a write-down, write off or reserve with respect to receivables or inventory, subject to the proviso in this clause (b)(v)); provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (1) the Administrative Borrower may determine not to add back such non-cash charge in the current period and (2) to the extent the Administrative Borrower does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Adjusted EBITDA;

(vi) losses, costs and expenses on asset sales, disposals or abandonments (other than (i) of current assets and (ii) asset sales, disposals or abandonments in the ordinary course of business);

(vii) fees and expenses incurred in connection with a Permitted Acquisition, other Investments permitted hereunder, Dispositions (other than in the ordinary course of business) permitted hereunder, Restricted Payments permitted hereunder or the incurrence, refinancing or redemption of Indebtedness (other than the incurrence of the Loans on the Closing Date) permitted hereunder; provided, that, to the extent such transactions have not been consummated, such costs, fees and expenses shall not exceed $5,000,000 in any Test Period;

(viii) (x) fees and expenses incurred in connection with the consummation of the Transactions on the Closing Date in an aggregate amount not to exceed $8,000,000, and to the extent disclosed to the Agents and (y) fees and expenses incurred in connection with amendments or waivers in respect of the Credit Documents;

(ix) non-cash adjustments pursuant to any management equity or equity-based plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or stockholders agreement;

(x) (1) the effects of adjustments in Administrative Borrower’s and its Subsidiaries’ consolidated financial statements pursuant to GAAP (including in the property and equipment, software, goodwill, intangible assets, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated acquisition or the amortization of any amounts thereof, (2) any non-cash losses, charges or adjustments resulting from the application of Accounting Standards Codification 606 and (3) earnout obligations and other similar contingent consideration;

(xi) charges, losses, reserves, costs, fees and expenses relating to restructuring, severance, recruiting, retentions and relocations, signing and stay bonuses, payments made to employees or producers who are subject to non-compete agreements, and curtailments or modifications to pension and post-retirement employee benefits plans, consolidation, integration or other similar items, strategic and/or business initiatives, business optimization (including costs and expenses relating to business optimization programs, which, for the avoidance of doubt, shall

include, without limitation, implementation of operational and reporting systems and technology initiatives, systems establishment costs, systems conversion and integration costs, contract termination costs, costs to start-up, pre-opening, opening, closure, transition and/or consolidation of distribution centers, operations, offices and facilities) including in connection with any Investment permitted hereunder, new systems design and implementation, as well as consulting fees and any one-time expense relating to enhanced accounting functions, charges, costs and expenses incurred in connection with litigation (including threatened litigation), any investigation or proceeding (or any threatened investigation or proceeding) by a regulatory, governmental or law enforcement body (including any attorney general); provided, that, the aggregate amount included in this clause (xi) during any Test Period (calculated together with clause (b)(xv) for such period) shall not exceed the greater of (x) $2,500,000 and (y) 25% of Consolidated Adjusted EBITDA (calculated before giving effect to any such adjustments);

(xii) charges, losses or expenses to the extent paid for, reimbursed or indemnified by a Person other than Administrative Borrower and its Subsidiaries or reimbursed through insurance by a Person other than Administrative Borrower and its Subsidiaries, in each case to the extent such expenses are actually paid or refunded to Administrative Borrower or any of its Subsidiaries (to the extent such payments or refunds are included in Consolidated Net Income);

(xiii) proceeds received from business interruption insurance (to the extent not already included in Consolidated Net Income);

(xiv) to the extent included in Consolidated Net Income, losses attributable to non-controlling interests; and

(xv) extraordinary, unusual and non-recurring costs, expenses and losses in any Test Period; provided, that, the aggregate amount included in this clause (xv) during any Test Period (calculated together with clause (b)(xi) for such period) shall not exceed the greater of (x) $2,500,000 and (y) 25% of Consolidated Adjusted EBITDA (calculated before giving effect to the add-back in this clause (xv));

minus

(c) to the extent included in calculating Consolidated Net Income for such period (other than with respect to clause (c)(iv)), the sum of, without duplication, amounts for:

(i) other non-cash gains increasing Consolidated Net Income for such period (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for a potential cash item in any prior period),

(ii) extraordinary, unusual and non-recurring gains and income;

(iii) gains on asset sales, disposals or abandonments (other than (A) of current assets and (B) asset sales, disposals or abandonments in the ordinary course of business); and

(iv) any software development costs and any surgical instrumentation capex costs to the extent capitalized during such period.

provided; however, for purposes of determining the Total Leverage Ratio, Consolidated Adjusted EBITDA (including any component definition thereof) shall be determined on a Pro Forma Basis.

“Consolidated Interest Expense” shall mean, for any specified Test Period, for Administrative Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, the sum of: (a) all interest expense in respect of Indebtedness (including, without limitation, the interest component of any payments in respect of Capitalized Lease Obligations) accrued or capitalized during such period (whether or not actually paid during such period), plus (b) the net amount payable (or minus the net amount receivable) in respect of Hedging Obligations relating to interest during such period (whether or not actually paid or received during such period).

“Consolidated Net Income” shall mean, for any specified Test Period, the consolidated net income (or loss) of Administrative Borrower and its Subsidiaries determined in accordance with GAAP; provided that there shall be excluded (i) the income (or loss) of any Person (other than consolidated Subsidiaries of Administrative Borrower) in which any Person (other than Administrative Borrower or any of its consolidated Subsidiaries) has a joint ownership interest or that is accounted for by the equity method of accounting, except to the extent of the amount of dividends or other distributions actually paid to Administrative Borrower or any of its consolidated Subsidiaries by such Person during such specified Test Period, (ii) the income (or loss) of any Person accrued prior to the date it becomes a consolidated Subsidiary of Administrative Borrower or is merged into or consolidated with Administrative Borrower or any of its consolidated Subsidiaries or such Person’s assets are acquired by Administrative Borrower or any of its consolidated Subsidiaries, (iii) the income of any consolidated Subsidiary of Administrative Borrower (other than a Credit Party) to the extent that the declaration or payment of dividends or similar distributions by that consolidated Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, governmental regulation applicable to that consolidated Subsidiary or would require governmental (including regulatory) consent; provided, that, the income (or loss) of any consolidated Subsidiary of Administrative Borrower (other than a Credit Party) shall not be excluded from this definition to the extent governmental (including regulatory) consent has been received for the declaration or payment of dividends or similar distributions by that consolidated Subsidiary of its income, (iv) the net income for such Test Period shall not include the cumulative effect of a change in accounting principles during such Test Period, whether effected through a cumulative effect adjustment or a retroactive application in each case in accordance with GAAP, (v) effects of adjustments (including the effects of such adjustments pushed down to the Administrative Borrower and its Subsidiaries) in such Person’s consolidated financial statements pursuant to GAAP (including in the inventory, property and equipment, software, goodwill, intangible assets, in-process research and development, deferred revenue and debt line items thereof) resulting from the application of recapitalization accounting or purchase accounting, as the case may be, in relation to any consummated Permitted Acquisition or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded, and (vi) any net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations shall be excluded.

“Contingent Liability” shall mean, for any Person, any agreement, undertaking or arrangement by which such 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) the Indebtedness 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 Capital Stock of any other Person. The amount of any Person’s obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed to be the outstanding principal amount of the debt, obligation or other liability guaranteed thereby.

“Control” shall have the meaning set forth in the definition of “Affiliate.”

“Controlling and Controlled” shall have the meaning set forth in the definition of “Affiliate.”

“Credit Documents” shall mean this Agreement, the Springing Control Agreements, the Fee Letter, any Guarantee Agreement, the Security Documents, the Intercompany Subordination Agreement, the Global Intercompany Note, any Notes issued by any Borrower hereunder, any intercreditor or subordination agreements in favor of the Administrative Agent with respect to this Agreement, and any other agreement entered into now, or in the future, by any Credit Party, on the one hand, and the Administrative Agent or Lender, on the other hand, in connection with this Agreement.

“Credit Extension” shall mean and include the making (but not the conversion or continuation) of a Loan.

“Credit Facility” shall mean any of the Initial Term Loan Facility, the Delayed Draw Term Loan Facility, or Revolving Facility, as applicable, and, collectively, the Initial Term Loan Facility, the Delayed Draw Term Loan Facility, and Revolving Facility.

“Credit Party” shall mean each Borrower, each of the Guarantors and each other Person that becomes a Credit Party hereafter pursuant to the execution of joinder documents.

“Cure Amount” shall have the meaning set forth in Section 9.13(d).

“Cure Right” shall have the meaning set forth in Section 9.13(d).

“Declined Proceeds” shall have the meaning set forth in Section 5.02(k).

“Default” shall mean any event, act or condition that with notice or lapse of time, or both, would constitute an Event of Default.

“Default Rate” shall have the meaning set forth in Section 2.08(c).

“Defaulting Lender” shall mean, subject to Section 2.15, any Lender that, as determined by the Administrative Agent, (a) has failed to (i) fund any portion of the Loans required to be funded by it hereunder for three (3) or more Business Days unless such Lender notifies the Administrative Agent and Administrative Borrower in writing that such failure is the result of such Xxxxxx’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any other Lender any other amount

required to be paid by it hereunder, (b) has notified Administrative Borrower, or the Administrative Agent in writing that it does not intend to comply with its funding obligations or has made a public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits to extend credit (unless such writing or public statement relates to such Xxxxxx’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) or more Business Days after written request by the Administrative Agent or Administrative Borrower, to confirm in writing in a manner satisfactory to the Agents that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a bankruptcy or insolvency proceeding, (ii) had a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such capacity, (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment or (iv) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error.

“Defaulting Lender Rate” means (a) for the first 3 days from and after the date the relevant payment is due, the Prime Rate, and (b) thereafter, the interest rate then applicable to Loans as if the Prime Rate were applicable thereto.

“Delayed Draw Term Availability Period” means the period following the Closing Date to the earliest of (i) the date upon which all of the Delayed Draw Term Commitment has been funded, (ii) the Delayed Draw Term Commitment Expiry Date, and (iii) the date on which the Delayed Draw Term Commitment has terminated or been terminated pursuant to Section 10.02.

“Delayed Draw Term Borrowing” means a borrowing of a Delayed Draw Term Loan.

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

“Delayed Draw Term Commitment Amount” shall mean, (a) in the case of each Lender that is a Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 1.01(a) as such Lender’s “Delayed Draw Term Commitment” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “Delayed Draw Term Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed

all or a portion of the Delayed Draw Term Commitment, in each case, as the same (x) shall be permanently reduced on the date (and in such amount) that such Lender funds Delayed Draw Term Loans pursuant to such Commitments and (y) may be changed from time to time pursuant to the terms hereof.

“Delayed Draw Term Commitment Expiry Date” means November 2, 2025; provided that if such date is not a Business Day, the “Delayed Draw Term Commitment Expiry Date” shall extend to the immediately succeeding Business Day.

“Delayed Draw Term Commitment Percentage” means, as to any Lender, the percentage equal to the Delayed Draw Term Commitment Amount of such Lender on such date divided by the aggregate Delayed Draw Term Commitment Amounts of all Lenders on such date.

“Delayed Draw Term Lender” means each Lender having a Delayed Draw Term Commitment Amount or Delayed Draw Term Loan Outstandings in excess of zero (or, in the event the Delayed Draw Term Commitment shall have been terminated or reduced to zero at any time, each Lender at such time having Delayed Draw Term Loan Outstandings in excess of zero).

“Delayed Draw Term Loan Facility” shall have the meaning set forth in the recitals to this Agreement.

“Delayed Draw Term Loan Limit” means, at any time of determination, the unfunded Delayed Draw Term Commitment at such time.

“Delayed Draw Term Loan Outstandings” means at any time of calculation the sum of the then existing aggregate outstanding principal amount of Delayed Draw Term Loans.

“Delayed Draw Term Loans” has the meaning specified therefor in Section 2.01(a).

“Delayed Draw Term Note” shall mean a promissory note substantially in the form of Exhibit T‑2.

“Designated Account” means the Deposit Account of each Borrower identified on Schedule 1.01(c) as a “Designated Account” (or such other Deposit Account of a Borrower located at Designated Account Bank that has been designated as such, in writing, by such Borrower to Collateral Agent).

“Designated Account Bank” means the depositary institution shown on Schedule 2.14 which maintains the Designated Account of any Borrower (or such other bank that is located within the United States that has been designated as such, in writing, by a Borrower to Collateral Agent).

“Dilution” means, as of any date of determination, a percentage, based upon the experience during any prior period selected from time to time by Revolving Agent in its sole discretion, that is the result of dividing the Dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Credit Parties’ Accounts during such period, by (b) Credit Parties’ xxxxxxxx with respect to Accounts during such period.

“Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by one (1) percentage point for each incremental whole percentage point by which Dilution is in excess of five (5%) percent.

“Disposition” shall mean, with respect to any Person, any sale, transfer, lease, contribution, division or other conveyance (including by way of merger) of, or the granting of options, warrants or other rights to, any of such Person’s or their respective Subsidiaries’ assets (including receivables and Capital Stock of Subsidiaries) to any other Person in a single transaction or series of transactions; provided that “Disposition” and “Dispose” shall not include any issuance by Administrative Borrower of any of its Capital Stock to another Person.

“Disqualified Capital Stock” shall mean any Capital Stock that, by its terms (or by the terms of any security or other Capital Stock into which it is convertible or for which it is exchangeable) or upon the happening of any event or condition, (a) matures or is mandatorily redeemable (other than solely for Qualified Capital Stock), pursuant to a sinking fund obligation or otherwise (except as a result of a Change of Control or asset sale so long as any rights of the holders thereof upon the occurrence of a Change of Control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof (other than solely for Qualified Capital Stock) (except as a result of a Change of Control or asset sale so long as any rights of the holders thereof upon the occurrence of a Change of Control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provides for the scheduled payment of dividends in cash or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Capital Stock that would constitute Disqualified Capital Stock, in each case, prior to the date that is ninety-one (91) days after the Maturity Date (as determined under clause (a) of the definition thereof); provided, that if such Capital Stock is issued pursuant to a plan for the benefit of employees of the Borrowers or their respective Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Capital Stock solely because it may be required to be repurchased by the Borrowers or their respective Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Disqualified Institution” means any Person that is (a) designated by Administrative Borrower, by written notice delivered to Administrative Agent on or prior to the Closing Date, as a (i) disqualified institution or (ii) Competitor or (b) clearly identifiable, solely on the basis of such Person’s name, as an Affiliate of any Person referred to in clause (a)(i) or (a)(ii) above; provided, however, Disqualified Institutions shall (A) exclude any Person that Administrative Borrower has designated as no longer being a Disqualified Institution by written notice delivered to the Administrative Agent from time to time, (B) exclude any bona fide debt fund, investment vehicle, regulated bank entity or unregulated lending entity (other than any person separately identified as a Disqualified Institution in accordance with clause (a)(ii) above or any Affiliate of a Person identified under clause (b) above) that is engaged in making, purchasing, holding or otherwise investing in commercial loans or similar extensions of credit in the ordinary course of business and (C) include (I) any Person that is added as a Competitor and (II) any Person that is clearly identifiable, solely on the basis of such Person’s name, as an Affiliate of any Person referred to in clause (C)(I), pursuant to a written supplement to the list of Competitors that are Disqualified Institutions, that is delivered by Administrative Borrower after the date hereof to the

Administrative Agent. Such supplement shall become effective two (2) Business Days after the date that such written supplement is delivered to Administrative Agent, but which shall not apply retroactively to disqualify any Persons that have previously acquired an assignment or participation interest in the Loans and/or Commitments as permitted herein. Notwithstanding the foregoing, each Credit Party and the Lenders acknowledge and agree that the Administrative Agent shall not have any responsibility or obligation to determine whether any Lender or potential Lender is a Disqualified Institution and the Administrative Agent shall have no liability with respect to any assignment or participation made to a Disqualified Institution.

“Distributable Cash” shall have the meaning set forth in Section 10.01(m).

“Dollars” and “$” shall mean dollars in lawful currency of the United States of America.

“Domestic Holding Company” shall mean a Domestic Subsidiary that has no material assets other than Capital Stock (or Capital Stock and indebtedness) of one or more Foreign Subsidiaries.

“Domestic Subsidiary” shall mean each Subsidiary of any Borrower that is organized under the Applicable Laws of the United States, any state thereof or the District of Columbia.

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

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

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

“Eligible Accounts” means, subject to the criteria below, an account receivable of a Credit Party, which was generated in the Ordinary Course of Business, which was generated originally in the name of a Credit Party and not acquired via assignment or otherwise. The net amount of an Eligible Account at any time shall be (a) the face amount of such Eligible Account as originally billed minus all cash collections and other proceeds of such Account received from or on behalf of the Account Debtor thereunder as of such date and any and all returns, rebates, discounts, credits, allowances or excise taxes of any nature at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Accounts at such time, and (b) adjusted by applying percentages (known as “liquidity factors”) by payor and/or payor class based upon the applicable Credit Party’s actual recent collection history for each such payor and/or payor class in a manner consistent with Revolving Agent’s underwriting practices and procedures (and based on audits conducted from time to time by Revolving Agent in accordance with the terms of this Agreement) and notified to Administrative Borrower in the same manner as required with respect to Reserves. Such liquidity factors may be adjusted by Revolving Agent from time to time as

warranted by Revolving Agent’s underwriting practices and procedures and using Revolving Agent’s Permitted Discretion and notified to Administrative Borrower in the same manner as required with respect to Reserves. Without limiting the generality of the foregoing, no Account shall be an Eligible Account if:

(a) the Account remains unpaid more than ninety (90) days past the claim or invoice date (but in no event more than one hundred and twenty (120) days after the applicable goods or services have been rendered or delivered);

(b) the Account is subject to any defense, set-off, recoupment, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment of any kind (but only to the extent of such defense, set-off, recoupment, counterclaim, deduction, discount, credit, chargeback, freight claim, allowance, or adjustment), or the applicable Credit Party is not able to bring suit or otherwise enforce its remedies against the Account Debtor through judicial process;

(c) if the Account arises from the sale of goods, any part of any goods the sale of which has given rise to the Account has been returned, rejected, lost, or damaged (but only to the extent that such goods have been so returned, rejected, lost or damaged);

(d) if the Account arises from the sale of goods, the sale was not an absolute, bona fide sale, or the sale was made on consignment or on approval or on a sale-or-return or bill-and-hold or progress billing basis, or the sale was made subject to any other repurchase or return agreement, or the goods have not been shipped to the Account Debtor or its designee or the sale was not made in compliance with applicable Laws;

(e) if the Account arises from the performance of services, the services have not actually been performed or the services were undertaken in violation of any Law or the Account represents a progress billing for which services have not been fully and completely rendered;

(f) the Account is subject to a Lien (other than Permitted Liens), or Collateral Agent does not have a first priority, perfected Lien on such Account;

(g) the Account is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment, unless such Chattel Paper or Instrument has been delivered to Collateral Agent;

(h) the Account Debtor is an Affiliate or Subsidiary of a Credit Party, or if the Account Debtor holds any Debt of a Credit Party;

(i) more than fifty percent (50%) of the aggregate balance of all Accounts owing from the Account Debtor obligated on the Account are ineligible under subclause (a) above (in which case all Accounts from such Account Debtor shall be ineligible);

(j) without limiting the provisions of clause (i) above, fifty percent (50%) or more of the aggregate unpaid Accounts from the Account Debtor obligated on the Account are not deemed Eligible Accounts under this Agreement for any reason;

(k) the total unpaid Accounts of the Account Debtor obligated on the Account exceed twenty percent (20%) of the net amount of all Eligible Accounts owing from all Account Debtors (but only the amount of the Accounts of such Account Debtor exceeding such twenty percent (20%) limitation shall be considered ineligible);

(l) any covenant, representation or warranty contained in the Financing Documents with respect to such Account has been breached in any material respect (with respect to covenants) or is incorrect in any material respect (with respect to representations and warranties);

(m) the Account is unbilled or has not been invoiced to the Account Debtor in accordance with the procedures and requirements of the applicable Account Debtor;

(n) the Account is an obligation of an Account Debtor that is the federal, state or local government or any political subdivision thereof, unless otherwise agreed to in writing by Revolving Agent or the applicable Credit Party assigns its right to payment of such Account to Revolving Agent pursuant to the federal Assignment of Claims Act (to the extent applicable) and has otherwise complied with applicable statutes or ordinances necessary for Revolving Agent or Lenders to enforce their rights and collect amounts due in respect of such Account;

(o) the Account is an obligation of an Account Debtor that has suspended business, made a general assignment for the benefit of creditors, is unable to pay its debts as they become due or as to which a petition has been filed (voluntary or involuntary) under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or the Account is an Account as to which any facts, events or occurrences exist which could reasonably be expected to impair the validity, enforceability or collectability of such Account or reduce the amount payable or delay payment thereunder;

(p) the Account Debtor has its principal place of business or executive office outside the United States or Canada;

(q) the Account is payable in a currency other than United States Dollars;

(r) the Account Debtor is an individual;

(s) except to the extent that Account Debtors are already paying into a Deposit Account that is subject to a Springing Control Agreement, the Credit Party owning such Account has not delivered notices directing the Account Debtors to make payment to the applicable Deposit Account that is subject to a Springing Control Agreement;

(t) the Account includes late charges or finance charges (but only such portion of the Account shall be ineligible);

(u) the Account arises out of the sale of any Inventory upon which any other Person holds, claims or asserts a Lien (other than Permitted Liens); or

(v) the Account or Account Debtor fails to meet such other specifications and requirements which may from time to time be established by Revolving Agent in its Permitted Discretion and determined on the basis of borrowing base audits conducted by Revolving Agent

in accordance with the terms of this Agreement or other information supplied by a Credit Party to Revolving Agent relating to the Borrowing Base or the Collateral included therein and notified to Administrative Borrower in the same manner as required with respect to Reserves.

“Eligible Assignee” shall have meaning set forth in Section 12.06(b).

“Eligible Equipment” means, subject to the criteria below, all Equipment that is: (a) owned by a Credit Party free and clear of all Liens other than Permitted Liens (except for Permitted Liens permitted pursuant to clause (c) of the definition thereof), (b) subject to a first priority, perfected Lien of the Collateral Agent, (c) in good operating condition (ordinary wear and tear excepted), and (d) not obsolete or surplus Equipment. In addition, Revolving Agent reserves the right, at any time and from time to time after the Closing Date (including on the basis of any appraisal conducted after the Closing Date), to adjust any of the applicable criteria or to establish new criteria with respect to Eligible Equipment in its Permitted Discretion, subject to the approval of Required Revolving Lenders and the Required Lenders in the case of adjustments or new criteria which have the effect of making more credit available.

“Eligible Inventory” means Inventory owned by a Credit Party and acquired and dispensed by such Credit Party in the Ordinary Course of Business and that are not excluded as ineligible by virtue of one or more of the excluding criteria set forth below. Without limiting the generality of the foregoing, no Inventory shall be Eligible Inventory if:

(a) such Inventory is not owned by a Credit Party free and clear of all Liens and rights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure such Credit Party’s performance with respect to that Inventory) except for Permitted Liens;

(b) such Inventory is placed on consignment (unless the Revolving Agent otherwise agrees in its Permitted Discretion) or is in transit; provided that any Inventory consisting of ordinary course “field Inventory” as to which a Credit Party retains legal title shall be deemed not to be placed on consignment;

(c) such Inventory is covered by a negotiable document of title, unless such document has been delivered to Collateral Agent with all necessary endorsements, free and clear of all Liens except those in favor of Collateral Agent and except for Permitted Liens;

(d) such Inventory is excess, obsolete, unsalable, shopworn, seconds, damaged, unfit for sale, unfit for further processing, is of substandard quality or is not of good and merchantable quality;

(e) such Inventory consists of marketing materials, display items or packing or shipping materials, manufacturing supplies or Work-In-Process;

(f) such Inventory is not subject to a first priority Lien in favor of Collateral Agent;

(g) such Inventory consists of goods that can be transported or sold only with licenses that are not readily available or of any substances defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic substance, or similar term, by any Environmental Law or any Governmental Authority applicable to the Credit Parties or their business, operations or assets;

(h) such Inventory is not covered by casualty insurance acceptable to Revolving Agent in its Permitted Discretion (it being agreed by Revolving Agent that casualty insurance complying with the requirements of Section 8.03 shall be deemed acceptable to Revolving Agent);

(i) any covenant, representation or warranty contained in the Financing Documents with respect to such Inventory has been breached in any material respect;

(j) such Inventory is located (i) outside of the continental United States or (ii) on premises where the aggregate amount of all Inventory (valued at cost) of Credit Parties located thereon is less than $1,000,000;

(k) such Inventory is located on premises with respect to which Revolving Agent has not received a landlord, warehouseman, consignee, bailee or mortgagee letter or other collateral access agreement, in each case, in form and substance reasonably acceptable to Revolving Agent, unless Revolving Agent has established a Landlord Reserve with respect to such location; provided, that Inventory shall not be ineligible pursuant to this clause (k) until the date that is one hundred and twenty (120) days (or such longer period as the Revolving Agent shall approve) after the Closing Date;

(l) such Inventory consists of (A) discontinued items, (B) slow-moving items held in inventory, or (C) used items held for resale;

(m) such Inventory does not consist of finished goods;

(n) such Inventory does not meet all standards imposed by any Governmental Authority, including with respect to its production, acquisition or importation (as the case may be);

(o) such Inventory has an expiration date within the next six (6) months;

(p) such Inventory consists of products subject to an E&O reserve (calculated on a basis consistent with the Credit Parties’ historical accounting practices);

(q) such Inventory is held for rental or lease by or on behalf of the Credit Parties;

(r) such Inventory is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third parties, which agreement restricts the ability of Revolving Agent or any Lender to sell or otherwise dispose of such Inventory; provided, that, such Inventory shall not be ineligible pursuant to this clause (r) if Revolving Agent has received a licensor consent in form and substance satisfactory to Revolving Agent in its Permitted Discretion; or

(s) such Inventory fails to meet such other specifications and requirements which may from time to time be established by Revolving Agent in its Permitted Discretion and determined on the basis of borrowing base audits conducted by Revolving Agent in accordance with the terms of this Agreement or other information supplied by a Credit Party to Revolving Agent relating to the Borrowing Base or the Collateral included therein and notified to Administrative Borrower in the same manner as required with respect to Reserves.

Revolving Agent and the Credit Parties agree that Inventory shall be subject to periodic appraisal by Revolving Agent in accordance with Section 8.02 and that the Net Orderly Liquidation Value of Inventory shall be subject to adjustment by Revolving Agent in its Permitted Discretion pursuant to the results of such appraisal. Notwithstanding the foregoing, the valuation of Inventory shall be subject to any legal limitations on sale and transfer of such Inventory.

“Enhanced Liquidity Conditions” shall mean the first time for which Administrative Borrower and its Subsidiaries shall be in compliance with the following conditions for two (2) consecutive Fiscal Quarters for which financial statements and a related Compliance Certificate are delivered pursuant to Sections 8.01(b) and (d) (measured as of the last day of each such Fiscal Quarter, for the Test Period ending on such date) (each, a “Test Date”) and demonstrated in the applicable Compliance Certificate): (i) no Default or Event of Default shall have occurred and be continuing as of each such Test Date, (ii) Consolidated Adjusted EBITDA for each such Test Period shall exceed $7,500,000, (iii) Administrative Borrower and its Subsidiaries shall be in pro forma compliance with the Financial Performance Covenant as of each such Test Date, and (iv) the Fixed Charge Coverage Ratio as of each such Test Date shall not be less than 1.10 to 1.00.

“Environmental Claims” shall mean any and all administrative, regulatory, adjudicatory or judicial actions, suits, demands, demand letters, claims, liens, fines, penalties, requests for information, inquiries, notices of noncompliance or violation, investigations (other than internal reports prepared by the Credit Parties in the ordinary course of such Person’s business) or proceedings relating in any way to any Environmental Law, any Hazardous Material (including any exposure to any Hazardous Material), or any permit issued, or any approval given, under any such Environmental Law, including (i) by governmental or regulatory authorities for enforcement, cleanup, removal, response, remedial, investigation, monitoring or other actions or damages pursuant to any Environmental Law and (ii) by any Person seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief resulting from the presence, Release of, or threat of Release of, Hazardous Materials or arising from alleged injury or threat of injury to human health, public safety or the environment, pursuant to any Environmental Law.

“Environmental Law” shall mean any federal, state, foreign, regional, county or local statute, law, rule, regulation, ordinance and code now or hereafter in effect and, in each case, as amended, and any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, decree or judgment, relating to the protection of human health, safety or the environment or natural resources, including laws relating to the Release, threat of Release, manufacture, processing, distribution, use, presence, production, treatment, storage, disposal, transport, labeling or handling of, or exposure to, Hazardous Materials, including the Federal Water Pollution Control Act, the Resource Conservation and Recovery Act, the Safe Drinking Water Act, the Toxic Substances Control Act, the Clean Air Act and CERCLA, and other similar state and local statutes and any regulations promulgated thereto.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder. Section references to ERISA are to ERISA as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” shall mean each person (as defined in Section 3(9) of ERISA) that, together with any Credit Party or a Subsidiary thereof, is, or within the last six (6) years was, treated as a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ERISA Event” shall mean (a) the occurrence of any Reportable Event with respect to a Plan, (b) any failure by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each case whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) a determination that any Plan is, or is reasonably expected to be, in “at-risk” status (as defined in Section 303 of ERISA or Section 430 of the Code), (e) the incurrence by any Credit Party or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the non-standard termination of any Pension Plan, (f) the receipt by any Credit Party from the PBGC of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan under Section 4042 of ERISA, (g) the incurrence by any Credit Party or any ERISA Affiliate of any liability with respect to its withdrawal or partial withdrawal from any Multiemployer Plan or (i) the receipt by any Credit Party or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability on it or a determination that a Multiemployer Plan is, or is reasonably expected to be, insolvent, within the meaning of Title IV of ERISA or in “endangered” or “critical” status, within the meaning of Section 305 of ERISA.

“Erroneous Payment” has the meaning assigned to it in Section 12.27(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to it in Section 12.27(d).

“Erroneous Payment Impacted Class” has the meaning assigned to it in Section 12.27(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to it in Section 12.27(d).

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

“Event of Default” shall have the meaning set forth in Article X.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Account” means each deposit or securities accounts constituting (a) a zero balance account that sweeps on a daily basis into a deposit account subject to a Springing Control Agreement, (b) a deposit account used solely to fund payroll obligations, health benefit or

employee benefit obligations, Tax obligations, escrow arrangements, trust accounts or holding third-party insurance funds or funds owned by (or held solely for the benefit of) Persons other than the Credit Parties or holding any funds to be used for the purpose of paying claims to satisfy statutory or regulatory requirements, (c) any other deposit or securities account so long as with respect to this clause (c), the aggregate amount on deposit in all such accounts does not exceed $500,000 at any one time (each account under this clause (c), a “Monitored Account”), (d) a deposit account into which an Account Debtor makes payment under Medicare, Medicaid, TRICARE or any other health program operated by or financed in whole or in part by any foreign or domestic federal, state or local government so long as funds on deposit in such deposit account are transferred within two (2) Business Days to an account subject to a Springing Control Agreement or (e) a deposit account holding solely funds pledged as cash collateral to the extent permitted under Section 9.02(b) or Section 9.02(m).

“Excluded Subsidiary” shall mean any Subsidiary (1) for which guarantees at any time are prohibited or restricted by Applicable Laws (including financial assistance, fraudulent conveyance, preference, capitalization or any other Applicable Laws or regulations) (or contractually prohibited on the Closing Date (in the case of existing Subsidiaries) or on the date of acquisition or formation thereof (in the case of acquired or formed Subsidiaries), so long as such prohibition is not created in contemplation of such transaction) from guaranteeing the Obligations, or if guaranteeing the Obligations would require governmental (including regulatory) consent, non-disapproval, approval, filing, license or authorization (unless such consent, approval, license or authorization has been received), (2) not-for-profit subsidiaries, captive insurance companies and special purpose entities, (3) any non-wholly owned Subsidiary (x) in existence on the Closing Date or (y) to the extent a guaranty by such Subsidiary is prohibited by the terms of such person’s organizational or joint venture documents (to the extent the prohibition is existing on the Closing Date or at the time any subsidiary is acquired, formed or established (and which prohibition is not created in contemplation of such transaction)), (4) any Subsidiary where the cost of providing a guarantee, taken as a whole, outweighs the benefit to the Lenders, as determined in the reasonable discretion of the Administrative Agent and Administrative Borrower, (5) any subsidiary to the extent a guarantee by such entity will result in material adverse tax or regulatory consequences, taken as a whole, to Administrative Borrower and its Subsidiaries and (6) any Foreign Subsidiary and Domestic Holding Company.

“Excluded Taxes” shall mean with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any Obligation of any Borrower hereunder, (a) income, franchise or similar Taxes imposed on (or measured by) its net income (i) by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) any branch profits Taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which a Borrower is located, (c) in the case of a U.S. Lender, any U.S. federal withholding tax that is imposed on amounts payable to such Non-U.S. Lender pursuant to an Applicable Law in effect at the time such U.S. Lender becomes a party to this Agreement (or designates a new lending office, unless such designation was at the request of Administrative Borrower), except to the extent that such U.S. Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from a Borrower with respect to such withholding tax pursuant to Section 5.04(a), (d) Taxes imposed by

reason of the failure of the Administrative Agent or such Lender to comply with its obligations under Section 5.04(b), Section 5.04(c), and Section 5.04(e) and Section 5.04(h) and (e) withholding Taxes imposed under FATCA.

“Extraordinary Advances” has the meaning specified therefor in Section 2.02(c)(iii).

“Existing Earnouts” shall mean liabilities and obligations of the Credit Parties and their Subsidiaries existing on the Closing Date, consisting of earn-out obligations and other obligations of to pay the deferred purchase price of property or services, in an aggregate amount not to exceed $4,000,000.

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

“FCPA” shall mean the Foreign Corrupt Practices Act of 1977, as amended from time to time, and the rules and regulations thereunder.

“FDA” means the United States Food and Drug Administration and any successor agency thereto.

“Federal Funds Rate” shall mean, for any day, a fluctuating interest rate per annum equal to: (a) the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the next succeeding Business Day) by the Federal Reserve Bank of New York; or (b) if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” shall mean the Fee Letter dated as of the Closing Date by and between the Borrowers, the Administrative Agent and the Revolving Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Fees” shall mean all amounts payable pursuant to, or referred to in, Section 4.01 or the Fee Letter.

“Field Exam” shall have the meaning set forth in Section 8.02(b).

“Financial Covenant” shall have the meaning set forth in Section 9.13(d).

“Financial Performance Covenant” shall mean the covenant set forth in Section 9.13.

“Fiscal Quarter” shall mean each quarterly period corresponding to the Fiscal Year.

“Fiscal Year” shall mean any of the annual accounting periods of the Borrowers ending on December 31 of each year.

“Fixed Charge Coverage Ratio” means, with respect to Administrative Borrower and its Subsidiaries for any period, the ratio of (a) the result of (i) Consolidated Adjusted EBITDA of Administrative Borrower and its Subsidiaries for such period minus (ii) capital expenditures paid or payable in cash by Administrative Borrower and its Subsidiaries during such period (excluding any capital expenditures to the extent financed through the incurrence of Indebtedness (other than Revolving Loans or any other Indebtedness in respect of working capital or other revolving facilities permitted hereunder), through an issuance or other disposition of Capital Stock (including capital contributions to Capital Stock) or with the proceeds of Dispositions of assets (or the proceeds of casualty insurance or condemnation) that are permitted to be reinvested pursuant to Sections 5.02(a) and (b)), minus (iii) income Taxes paid or payable (net of refunds) by Administrative Borrower and its Subsidiaries on a consolidated basis during such period, minus (iv) cash dividends or distributions paid, or the purchase, redemption or other acquisition or retirement for value (including in connection with any merger or consolidation), by Administrative Borrower or any of its Subsidiaries pursuant to Section 9.06(k) during such period, to (b) the sum of, without duplication, (i) all scheduled payments of principal of Indebtedness of Administrative Borrower and its Subsidiaries paid or payable during such period to the extent there is an equivalent permanent reduction in the commitments thereunder plus (ii) Consolidated Interest Expense (net of interest income) paid or payable in cash by Administrative Borrower and its Subsidiaries for such period.

“Flood Hazard Property” shall have the meaning set forth in the definition of the term “Flood Insurance Requirements.”

“Flood Insurance Laws” shall mean, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto, (iv) the Flood Insurance Reform Act of 2004 and (v) the Biggert –Waters Flood Insurance Reform Act of 2012, as now or hereafter in effect of any successor statute thereto, in each case, together with all statutory and regulatory provisions consolidating, amending, replacing, supplementing, implementing or interpreting any of the foregoing, as amended or modified from time to time.

“Flood Insurance Requirements” shall mean (i) a completed “life of loan” Federal Emergency Management Standard Flood Hazard Determination as to whether such real property is in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a “Flood Hazard Property”) and (ii) if such real property is a Flood Hazard Property, evidence as to (A) whether the community in which such real property, or as applicable, the leasehold interest of such Credit Party in such real property, is located is participating in the National Flood Insurance Program, (B) the applicable Credit Party’s written acknowledgment of receipt of written notification from the Administrative Agent (1) as to the fact that such real property is a Flood Hazard Property and (2) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) copies of flood insurance policies under the National Flood Insurance Program (or private insurance endorsed to cause such private insurance to be fully compliant with the federal law as regards

private placement insurance applicable to the National Flood Insurance Program, with financially sound and reputable insurance companies not Affiliates of any Borrower) or a declaration page, application accompanied by proof of premium payment for such policies, or such other documentation as is satisfactory to the Agents and each Lender, with confirmation of such satisfaction of such Lender to be made in writing (which, for purposes of such confirmation, shall include email) and such confirmation shall not be unreasonably withheld or delayed, in each case, for Administrative Borrower and its Subsidiaries evidencing such flood insurance coverage in such amounts and with such deductibles as required by Flood Insurance Laws or as the Administrative Agent may request (but no less than required by applicable Flood Insurance Laws) and naming the Administrative Agent and its successors and/or assigns as sole loss payee on behalf of the Lenders.

“Floor” shall mean 2.00%.

“Foreign Plan” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established, contributed to (regardless of whether through direct contributions or through employee withholding) or maintained outside the United States by any Credit Party primarily for the benefit of employees of the Credit Parties residing outside the United States, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject to ERISA or the Code.

“Foreign Subsidiary” shall mean each Subsidiary of a Credit Party that is not a Domestic Subsidiary.

“Funded Debt” shall mean, as of any date of determination, the aggregate principal amount of all then outstanding Indebtedness of Administrative Borrower and its Subsidiaries, on a consolidated basis, of the type described in clauses (a) and (f) of the defined term “Indebtedness.”

“Funding Date” means the date on which a Borrowing occurs.

“GAAP” shall mean generally accepted accounting principles in the United States of America, as in effect from time to time; provided, that if Administrative Borrower notifies the Administrative Agent that any Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Administrative Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Administrative Agent, the Lenders and the Credit Parties shall negotiate in good faith to effect such amendment and such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

“Global Intercompany Note” means a Global Intercompany Note executed by the “Payors” listed on the signature pages thereto for the benefit of the “Payees” listed on the signature pages thereto.

“Governmental Authority” shall mean the government of the United States, any foreign country or any multinational authority, or any state, commonwealth, protectorate or political subdivision thereof, and any agency, court, administrative tribunal, arbitral body, self-regulatory or other entity, body or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including the PBGC and other quasi-governmental entities established to perform such functions.

“Guarantee Agreement” shall mean a Guarantee Agreement, executed and delivered by each Guarantor in favor of the Collateral Agent for the benefit of the Secured Parties, substantially in the form of Exhibit G-1, or otherwise in form and substance reasonably satisfactory to the Agents.

“Guarantee Obligations” shall mean, as to any Person, any Contingent Liability of such Person or other obligation of such Person guaranteeing or intended to guarantee any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person, whether or not contingent, (a) to purchase any such Indebtedness or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such Indebtedness or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such Indebtedness of the ability of the primary obligor to make payment of such Indebtedness or (d) otherwise to assure or hold harmless the owner of such Indebtedness against loss in respect thereof; provided, that the term “Guarantee Obligations” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing Date, entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than with respect to Indebtedness). The amount of any Guarantee Obligation shall be deemed to be an amount equal to the stated or determinable amount of the Indebtedness in respect of which such Guarantee Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.

“Guarantors” shall mean each Person that becomes a party to a Guarantee Agreement after the Closing Date pursuant to Section 8.11, in each case, other than any Excluded Subsidiary.

“Hazardous Materials” shall mean (a) any petroleum or petroleum products (except when used for refueling motor vehicles in commercially reasonable quantities that would not reasonably be expected to result in a Material Adverse Effect), radioactive materials, friable asbestos, urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing regulated levels of polychlorinated biphenyls, and radon gas; and (b) any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous waste,” “restricted hazardous waste,” “toxic substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or words of similar import, under any Environmental Law; and (c) any other chemical, material or substance, which is classified, prohibited, limited or regulated by, or forming the basis of liability under, any Environmental Law.

“Health Care Laws” means all Applicable Laws relating to the provision of health care items and services, the payment therefore or administration thereof, and the privacy and security of Personal Information, including: (i) Applicable Laws pertaining to the research, development, design, testing, production, clinical investigation, manufacture, distribution, approval, labeling, marketing, storage, transportation, advertising, promotion, pricing, third party reimbursement, handling and control, safety, efficacy, reliability, use or sale of any medical devices, drugs, biological products, or human cells, tissues, and cellular and tissue based products, including, the United States Food Drug and Cosmetic Act (21 U.S.C. §§ 301 et seq.), the U.S. Public Health Services Act (42 U.S.C. §§ 201 et seq.), and similar Applicable Laws of other Governmental Authorities; (ii) Applicable Laws pertaining to any federal health care program (as such term is defined in 42 U.S.C. § 1320a-7b(f)), or other third party payors of health care items or services, including any and all Applicable Laws pertaining to fraud and abuse, including, the federal Anti-Kickback Statute (42 U.S.C. § 1320a-7(b)), the Xxxxx Law (42 U.S.C. § 1395nn), the civil False Claims Act (31 U.S.C. § 3729 et seq.), the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)), the Anti-Inducement Law (42 U.S.C. § 1320a-7a(a)(5)), the exclusion laws (42 U.S.C. § 1320a-7), the civil monetary penalty laws (42 U.S.C. § 1320a-7a), Medicare (Title XVIII of the Social Security Act), Medicaid (Title XIX of the Social Security Act)), the Physician Payment Sunshine Act (42 U.S.C. § 1320a-7h), and similar Applicable Laws of other Governmental Authorities; (iii) Privacy and Security Laws relating to patient Personal Information; (iv) Applicable Laws pertaining to the licensure, regulation and financial relationships involving clinical laboratories, including the Clinical Laboratory Improvement Amendments, and similar Applicable Laws of other Governmental Authorities; and (v) each of (i) through (iv) as may be amended from time to time.

“Hedge Termination Value” shall mean, in respect of any one or more Hedging Obligations, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Obligations, (a) for any date on or after the date such Hedging Obligations have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedging Obligations, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Obligations (which may include any Lender or any Affiliate of a Lender).

“Hedging Obligations” shall mean, with respect to any Person, any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired under (a) any and all Hedging Transactions (b) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions and (c) any and all renewals, extensions and modifications of any Hedging Transactions and any and all substitutions for any Hedging Transactions.

“Hedging Transaction” of any Person shall mean (a) any transaction (including an agreement with respect to any such transaction) permitted under Section 9.11 now existing or hereafter entered into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction, credit protection transaction, credit swap, credit default swap,

credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether or not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and the regulations promulgated thereunder, including as regarding the privacy, security and breach notification standards set forth at 45 C.F.R. Parts 160 and 164, as the same may be amended, modified or supplemented from time to time, any successor statute thereto, any and all rules or regulations promulgated from time to time thereunder, and any comparable state laws.

“Historical Financial Statements” shall mean (a) audited consolidated financial statements of Administrative Borrower for the Fiscal Years ended December 31, 2021 and December 31, 2022 and (b) unaudited consolidated financial statements of Administrative Borrower for the Fiscal Quarter ended September 30, 2023.

“Indebtedness” shall mean, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) (x) all indebtedness of such Person for borrowed money and (y) all indebtedness of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments (including the amount of any obligations constituting reimbursement obligations with respect to drawn letters of credit under any such Indebtedness, except to the extent cash collateralized);

(b) all reimbursement obligations of such Person with respect to the maximum amount (after giving effect to any prior drawings or reductions which may have been reimbursed) available under all letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds, performance bonds and similar instruments issued or created by or for the account of such Person;

(d) all obligations of such Person to pay the deferred purchase price of property or services, including earn-out obligations (including, but not limited to the Existing Earnout) (other than (i) trade accounts payable in the ordinary course of business and (ii) any earn-out obligation (including, but not limited to the Existing Earnout) until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements and mortgage, industrial revenue bond, industrial development bond and similar financings), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) all Attributable Indebtedness;

(g) all obligations of such Person in respect of Disqualified Capital Stock; and

(h) all Guarantee Obligations of such Person in respect of any of the foregoing,

provided, that Indebtedness shall not include (i) prepaid or deferred revenue arising in the ordinary course of business, (ii) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warranties or other unperformed obligations of the seller of such asset, (iii) endorsements of checks or drafts arising in the ordinary course of business, (iv) trade accounts payable in the ordinary course of business, and (v) preferred Capital Stock to the extent not constituting Disqualified Capital Stock.

The amount of any net Hedging Obligations on any date shall be deemed to be the Hedge Termination Value thereof as of such date. The amount of Indebtedness of any Person for purposes of clause (e) above shall be deemed to be equal to the lesser of (x) the aggregate unpaid amount of such Indebtedness and (y) the fair market value of the property of such Person encumbered thereby as determined by such Person in good faith.

“Initial Term Loan” shall have the meaning set forth in Section 2.01(a).

“Initial Term Loan Commitment” shall mean, (a) in the case of each Lender that is a Lender on the date hereof, the amount set forth opposite such Lender’s name on Schedule 1.01(a) as such Lender’s “Initial Term Loan Commitment” and (b) in the case of any Lender that becomes a Lender after the date hereof, the amount specified as such Lender’s “Initial Term Loan Commitment” in the Assignment and Acceptance pursuant to which such Lender assumed all or a portion of the Initial Term Loan Commitment, in each case, as the same (x) shall be permanently reduced on the Closing Date upon the Initial Term Loan draw that such Lender funds and (y) may be changed from time to time pursuant to the terms hereof.

“Initial Term Loan Facility” shall have the meaning set forth in the recitals to this Agreement.

“Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

“Intellectual Property” shall have the meaning set forth in the Security Agreement.

“Intercompany Subordination Agreement” shall mean the Intercompany Subordination Agreement dated as of the date hereof among the Credit Parties and the Administrative Agent.

“Investment” shall mean, relative to any Person, (a) any loan, advance or extension of credit made by such Person to any other Person, including the purchase by such first Person of any bonds, notes, debentures or other debt securities of any such other Person, (b) Contingent Liabilities in favor of any other Person and (c) any Capital Stock or other investment held by such Person in any other Person. The amount of any Investment at any time shall be the original principal or capital amount thereof less all returns of principal or equity thereon made on or before such time and shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property at the time of such Investment.

“Landlord Reserve” means, as to each location at which a Credit Party has Inventory or Equipment located and as to which a landlord access agreement, warehouseman, bailee, consignee or mortgagee letter or other collateral access agreement, in each case, in form and substance reasonably satisfactory to Revolving Agent has not been received by Revolving Agent, a reserve, as determined by Revolving Agent in an amount equal to (x) other than with respect to any such location at which a Credit Party has Inventory solely consisting of “field Inventory”, the greater of (a) the number of months’ rent or similar payment for which the landlord, warehouseman, consignee, bailee or mortgagee will have, under Applicable Law, a Lien in the Inventory of such Credit Party to secure the payment of rent or other amounts under the lease or other applicable agreement relative to such location, or (b) 3 months’ rent under the lease or similar payment under such other applicable agreement, in each case, relating to such location plus (y) with respect to any such location at which a Credit Party has any Inventory consisting of “field Inventory”, the lesser of (x) accrued commissions owing to the applicable agency or sales representative in possession of such Inventory and (y) the amount of such Inventory, calculated in accordance with the applicable valuation methodology set forth in clause (b) of the definition of “Borrowing Base” (prior to giving effect to the advance rate set forth therein).

“Lender” shall have the meaning set forth in the preamble to this Agreement.

“Letter of Direction” shall mean that certain executed letter of direction from Administrative Xxxxxxxx addressed to Administrative Agent, on behalf of itself and Xxxxxxx, directing the disbursement on the Closing Date of the proceeds of the Loans made on such date.

“Lien” shall mean any mortgage, pledge, security interest, hypothecation, assignment for collateral purposes, lien (statutory or other) or similar encumbrance (including any conditional sale or other title retention agreement or any lease in the nature thereof); provided, that in no event shall an operating lease entered into in the ordinary course of business or any precautionary UCC filings made pursuant thereto by an applicable lessor or lessee, be deemed to be a Lien.

“Loan” shall mean, individually, any Loan made by any Lender hereunder, and collectively, the Loans made by the Lenders hereunder. “Loan” shall include the Initial Term Loan, any Delayed Draw Term Loans, any Revolving Loan, Swingline Advance or Extraordinary Advance made (or to be made) hereunder.

“LTM Revenue” shall mean, for any specified Test Period, the revenues (if any) of Administrative Borrower and its Subsidiaries determined in accordance with GAAP.

“Make-Whole Premium” means, on any date with respect to any Revolver Commitments being refinanced, reduced or terminated or any Term Loans being prepaid or repaid on such date for which the Make-Whole Premium applies, the sum of (a) the present value as of such date of all remaining required interest payments on any outstanding Revolving Loans (solely to the extent that the remaining amount of Revolving Commitments (after giving effect to such refinancing, reduction or termination) is less than $20,000,000, and assuming, for purposes of this clause (a), that the Average Revolver Usage for such period equals the lesser of $20,000,000 and the aggregate amount of the Revolver Commitments immediately prior to such refinancing, reduction or termination) and Term Loans being prepaid or repaid on such date through the 18 month anniversary of the Closing Date computed using a discount rate equal to the Treasury Rate plus 50 basis points plus (b) 2.0% of the principal amount of such Revolver Commitments being refinanced, reduced or terminated plus the principal amount of such Term Loans being prepaid or repaid.

“Master Agreement” shall have the meaning set forth in the definition of the term “Hedging Transaction.”

“Material Adverse Effect” shall mean a material adverse effect caused by a material adverse change in (a) the business, assets, properties, liabilities (actual or contingent), operations, financial condition or results of operations of Administrative Borrower and its Subsidiaries, taken as a whole, (b) the validity or enforceability of this Agreement or any of the other Credit Documents, (c) the Secured Parties’ ability to enforce their rights or remedies hereunder or under any of the other Credit Documents, or (d) the ability of Administrative Borrower and its Subsidiaries, taken as a whole, to perform their payment and other material obligations under the Credit Documents to which they are parties.

“Material Contract” shall mean, as to any Person, each contract or agreement, the loss of which could reasonably be expected to result in a Material Adverse Effect. A reasonably detailed description of each Material Contract is set forth on Schedule 1.01(e) as of the Closing Date.

“Material Real Property” shall mean any Real Property that has a fair market value in excess of $5,000,000, as reasonably determined by Administrative Borrower based on information available to it; provided that Material Real Property shall not include the Zions Collateral until such time as the Indebtedness under the Zions Loan Documents (and any Permitted Refinancing Indebtedness thereof (if any)) is repaid in full.

“Maturity Date” shall mean the date that is (i) with respect to the Term Loans, the earliest of (a) the fifth anniversary of the Closing Date, (b) the date on which the Commitments are voluntarily terminated pursuant to the terms hereof, and (c) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise) in accordance with the terms hereof, and (ii) with respect to the Revolving Loans, the earliest of (a) the fifth anniversary of the Closing Date, (b) the date on which the Commitments are voluntarily terminated pursuant to the terms hereof, (c) the date on which all amounts outstanding under this Agreement have been declared or have

automatically become due and payable (whether by acceleration or otherwise) in accordance with the terms hereof, and (d) the date that is six (6) months prior to the earliest maturity date of any Indebtedness (other than the Obligations) of any Credit Party, or Subsidiary of any Credit Party having a principal or stated amount, individually or in the aggregate, in excess of $12,500,000; provided that if such date, with respect to the Term Loans or the Revolving Loans, is not a Business Day, the “Maturity Date” shall extend to the immediately succeeding Business Day.

“Maximum Revolver Amount” means $50,000,000, in each case decreased by the amount of reductions in the Revolver Commitments made in accordance with Section 4.03.

“Minimum Revolver Borrowing Amount” shall mean $200,000.

“Monitored Account” shall have the meaning set forth in the definition of “Excluded Account”.

“Moody’s” shall mean Xxxxx’x Investors Service, Inc. or any successor by merger or consolidation to its business.

“Mortgage” shall mean a mortgage or a deed of trust, deed to secure debt, trust deed or other security document entered into by any applicable Credit Party and the Administrative Agent for the benefit of the Secured Parties in respect of any Real Property owned by such Credit Party, in such form as agreed between such Credit Party and the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Mortgaged Property” shall mean each parcel of Real Property and improvements thereto with respect to which a Mortgage is granted pursuant to Section 8.11(d).

“Multiemployer Plan” shall mean a “multiemployer plan” within the meaning of Section 3(37) of ERISA to which any Credit Party or any ERISA Affiliate makes, is making, is obligated, or within the last six (6) years has been obligated, to make contributions, or with respect to which any Credit Party has any liability, actual or contingent.

“Net Book Value of Eligible Equipment” means, at any time, the then-current book value of all Eligible Equipment (giving effect to any adjustments to such book value on or prior to the date of measurement thereof) less all accumulated depreciation and amortization of such Equipment through the date of measurement, all as determined in accordance with GAAP.

“Net Orderly Liquidation Value” means, at any time, the orderly liquidation value with respect to the applicable asset as set forth in the most recent appraisal acceptable to Revolving Agent, upon which Revolving Agent is expressly entitled to rely, prepared by an appraiser acceptable to Revolving Agent, net of operating expenses, liquidation expenses and commissions set forth in such appraisal; provided, that to the extent operating expenses, liquidation expenses and commissions set forth in such appraisal are not allocated to specific categories of Inventory or items of Equipment (as applicable), such operating expenses, liquidation expenses and commissions may be allocated by the Revolving Agent to specific assets as determined in Revolving Agent’s Permitted Discretion; and provided further, that the liquidation timeframe is acceptable to Revolving Agent.

“Net Proceeds” shall mean (a) in respect of a Disposition or Casualty Event, cash proceeds as and when received by the Person making a Disposition, as well as insurance proceeds and condemnation and similar awards received on account of a Casualty Event, net of: (i) in the event of a Disposition (w) the direct costs and expenses relating to such Disposition, (x) sales, use or other transaction Taxes actually paid, assessed or estimated by such Person (in good faith) to be payable in cash within the next twelve (12) months in connection with such proceeds provided, that if, after the expiration of the twelve (12) month period, the amount of estimated or assessed Taxes, if any, exceeded the Taxes actually paid in cash in respect of proceeds from such Disposition, the aggregate amount of such excess shall constitute Net Proceeds under Section 5.02 and, subject to Section 5.02(k), be immediately applied to the prepayment of the Obligations in accordance with Section 5.02(j), (y) amounts required to be applied to pay principal, interest and prepayment premiums and penalties on Indebtedness (other than the Obligations) secured by a Lien on the asset (to the extent such Lien is senior to the Lien securing the Obligations) which is the subject of such Disposition and (z) with respect to a Disposition, any escrow or reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of the applicable Disposition undertaken by any Credit Party or other liabilities in connection with such Disposition (provided that upon release of any such escrow or reserve, the amount released shall be considered Net Proceeds) and (ii) in the event of a Casualty Event, (x) all money actually applied to repair or reconstruct the damaged property affected thereby or otherwise reinvested in replacement property in accordance with this Agreement, (y) all of the costs and expenses reasonably incurred in connection with the collection of such proceeds, award or other payments, and (z) any amounts retained by or paid to parties having superior rights to such proceeds, awards or other payments and (b) in respect of any incurrence of Indebtedness, cash proceeds, net of underwriting discounts and out-of-pocket costs and expenses paid or incurred in connection therewith in favor of any Person not an Affiliate of a Borrower in respect of any incurrence of Indebtedness, cash proceeds, net of underwriting discounts and reasonable out-of-pocket costs and expenses paid or incurred in connection therewith in favor of any Person not an Affiliate of a Borrower.

“Non-Consenting Lender” shall have the meaning set forth in Section 12.07(b).

“Non-Excluded Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Credit Party under any Credit Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Non-U.S. Lender” shall have the meaning set forth in Section 5.04(b).

“Note” shall mean, as the context may require, a Revolver Note, a Delayed Draw Term Note or a Term Loan Note.

“Notice of Borrowing” shall have the meaning set forth in Section 2.02(a).

“Notice of Conversion or Continuation” shall have the meaning set forth in Section 2.06.

“Obligations” shall mean all Loans, advances, debts, liabilities, obligations, covenants and duties owing by any Credit Party to any Lender, Agent, or any other Person required to be indemnified hereunder, in each case, that arise under any Credit Document, whether or not for the

payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired, including all fees, expenses and other amounts accruing during the pendency of any proceeding of the type described in Section 10.01(h), whether or not allowed in such proceeding.

“OFAC” shall have the meaning set forth in Section 7.26.

“Ordinary Course of Business” means, in respect of any transaction involving any Credit Party or any Subsidiary, the ordinary course of such Credit Party’s or Subsidiary’s business and undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in any Credit Document.

“Organization Documents” shall mean: (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and, if applicable, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Other Connection Taxes” shall mean, with respect to any recipient, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan, or sold or assigned an interest in any Loan).

“Other Taxes” shall mean any and all present or future stamp, court, documentary, intangible recording, filing or similar Taxes or any other excise or property Taxes, charges or similar levies (but excluding any Tax, charge or levy that constitutes an Excluded Tax) arising from any payment made hereunder or from the execution, delivery or enforcement of, from the receipt or perfection of a security interest under, or otherwise with respect to, this Agreement, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 12.07).

“Overadvance” means, as of any date of determination, that the Revolver Usage is greater than any of the limitations set forth in Section 2.01 or Section 2.02.

“Participant” shall have the meaning set forth in Section 12.06(c)(i).

“Participant Register” shall have the meaning set forth in Section 12.06(c)(iii).

“Patriot Act” shall have the meaning set forth in Section 12.20.

“PBGC” shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.

“Pension Plan” shall mean any single-employer plan, as defined in Section 4001(a)(15) of ERISA, and subject to Title IV of ERISA, Section 412 of the Code or Sections 302 or 303 of ERISA, that is or was within any of the preceding six plan years sponsored, maintained or contributed to (or to which there is or was an obligation to contribute) by any Credit Party or any ERISA Affiliate thereof, or respect of which any Credit Party or any ERISA Affiliate thereof otherwise has any obligation or liability, contingent or otherwise.

“Perfection Certificate” means a certificate in the form of Exhibit P-1.

“Permits” shall mean, with respect to any Person, any permit, approval, clearance, accreditation, consent, waiver, exemption, notification, authorization, enrollment, license, registration, certificate, concession, grant, franchise, variance, permission or other like item with, of, or from, and any other contractual obligations with, any Governmental Authority, in each case, whether or not having the force of law and applicable to or binding upon such Person or any of its property or Products or to which such Person or any of its property or Products is subject.

“Permitted Acquisition” shall mean any acquisition by a Credit Party or a Subsidiary of (i) all or substantially all of the assets of a target, which assets are located in the United States or (ii) one hundred percent (100%) of the Capital Stock of a target organized under the laws of any State in the United States or the District of Columbia, in each case, to the extent that each of the following conditions shall have been satisfied:

(a) Administrative Borrower and its Subsidiaries (including any new Subsidiary) shall execute and deliver the agreements, instruments and other documents required by Section 8.11; provided, that, Administrative Borrower and its Subsidiaries may acquire Persons that do not become Credit Parties and assets that do not become Collateral after the Closing Date in an amount not to exceed a total consideration of $5,000,000;

(b) such acquisition shall not be hostile and shall have been approved by the board of directors (or other similar body) and/or the stockholders or other equityholders of the target;

(d) Administrative Borrower and its Subsidiaries shall be in pro forma compliance with the covenants set forth in Section 9.12 and 9.13;

(e) the total consideration paid or payable for Permitted Acquisitions shall be funded solely with (x) net proceeds from an issuance of Qualified Capital Stock or cash on hand and from operations and (y) proceeds from the Revolving Facility or the Delayed Draw Term Loan Facility; and

(f) the total consideration paid with respect to target Persons with pro forma Target Consolidated Adjusted EBITDA that is less than $0 shall not exceed $10,000,000 in the aggregate after the Closing Date.

Notwithstanding the foregoing and the definition of Borrowing Base, no Accounts, Inventory or Equipment acquired in an Acquisition permitted hereunder shall be included in the Borrowing Base unless Revolving Agent, in its Permitted Discretion, determines that such Accounts, Inventory or Equipment conform to standards of eligibility established in accordance with this Agreement through completion of such audits, evaluations and appraisals thereof as Revolving Agent shall require (which appraisals, evaluations and audits shall be conducted at the expense of the Borrowers, jointly and severally, and in form, scope and substance acceptable to Revolving Agent in its Permitted Discretion).

“Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a secured asset-based lender) business judgment.

“Permitted License” means any non-exclusive license or sublicense of rights to discrete intellectual property of Administrative Borrower or its Subsidiaries so long as all such licenses or sublicenses (i) are granted in the ordinary course of business, (ii) do not result in a legal transfer of title to the licensed property, and (iii) have been granted in exchange for fair consideration; provided that no such licenses may be granted if an Event of Default has occurred and is continuing or would result from the granting thereof.

“Permitted Liens” shall have the meaning set forth in Section 9.02.

“Permitted Refinancing Indebtedness” shall mean Indebtedness issued or incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, renew or replace existing Indebtedness of any Credit Party or any of its Subsidiaries permitted hereunder (the “Refinanced Indebtedness”); provided, that the original principal amount of such refinancing, refunding, extending, renewing or replacing Indebtedness does not exceed the principal amount of such Refinanced Indebtedness plus the amount of any interest, premiums or penalties required to be paid thereon plus fees and expenses associated therewith; provided further, that with respect to any refinancing, refunding, extension, renewal or replacement of the Indebtedness under the Zions Loan Documents (and any Permitted Refinancing Indebtedness in respect thereof), (i) any Liens securing such Indebtedness shall be limited to the Zions Collateral, (ii) such Indebtedness is incurred by the Person who is the obligor on the Indebtedness under the Zions Loan Documents and (iii) the terms and conditions of any such Indebtedness (when taken as a whole) could not reasonably be expected to be materially adverse to the interests of the Lenders under the Credit Documents as compared those set forth in the Zions Loan Documents.

“Person” shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise or any Governmental Authority.

“Personal Information” means all personally identifiable information of any individual, including, name, address, health or medical information, telephone number, fax number, email address or other online identifier, insurance information, Social Security Number, tax ID number, driver’s license or non-driver identification card number, passport information, government ID number or other third-party issued identifier, mother’s maiden name, biometric data, date of birth, password, PIN number, employee ID number, payroll records, salary information or other human resources records and information, credit card or other financial information, IP address and cookie

information, and any other device-specific number or identifier, and any other information or data that can be used to identify a person.

“PIK Election” shall have the meaning set forth in the definition of “Applicable Margin”.

“Plan” shall mean a Pension Plan or a Multiemployer Plan.

“Prepayment Premium” shall mean the following amounts (expressed as a percentage of the principal amount of the Term Loans being prepaid or repaid or Revolver Commitments being refinanced, reduced or terminated):


Time Period	Prepayment Premium
Closing Date, but on or prior to the 18 month anniversary of the Closing Date	Make-Whole Premium
After the 18 month anniversary, but on or prior to the 24 month anniversary of the Closing Date	2.0%
After the 24 month anniversary, but prior to the 36 month anniversary of the Closing Date	1.0%
On or after the 36 month anniversary of the Closing Date	0.0%

“Prepayment Premium Event” shall have the meaning set forth in Section 4.04.

“Primary Obligor” shall have the meaning set forth in the definition of “Guarantee Obligations.”

“Prime Rate” shall mean a variable per annum rate, as of any date of determination, equal to the rate as of such date published in The Wall Street Journal as being the “Prime Rate” (or, if more than one rate is published as the Prime Rate, then the highest of such rates). The Prime Rate will change as of the date of publication in The Wall Street Journal of a Prime Rate that is different from that published on the preceding Business Day. In the event that The Wall Street Journal shall, for any reason, fail or cease to publish the Prime Rate, the Administrative Agent shall choose a reasonably comparable index or source to use as the basis for the Prime Rate.

“Privacy and Security Laws” shall mean all Applicable Laws regarding the privacy, security, and integrity of Personal Information, including related to collection, processing, storage, transfer, destruction, disclosure, sales, marketing, consumer protection, location tracking, customer tracking, and behavioral marketing, including HIPAA.

“Products” shall mean any item or any service that is researched or developed, created, tested, packaged, labeled, distributed, manufactured, managed, performed, or otherwise used, offered, marketed, sold, or handled by or on behalf of the Credit Parties or any of their Subsidiaries, whether marketed or in development.

“Pro Forma Basis” shall mean, for purposes of calculating the Total Leverage Ratio:

(a) Investments, acquisitions, mergers, consolidations and dispositions of any Subsidiary, line of business or division, that have been made by the specified Person or any of its Subsidiaries, or any Person or any of its Subsidiaries acquired by, merged or consolidated with the specified Person or any of its Subsidiaries, and including any related financing transactions and incurrences of Indebtedness, and including increases in ownership of Subsidiaries, during the applicable reference period or subsequent to such reference period and on or prior to the date of determination will be given pro forma effect, as if they had occurred on the first day of the applicable reference period;

(b) any Person that is a Subsidiary on the date of determination will be deemed to have been a Subsidiary at all times during such reference period; and

(c) any Person that is not a Subsidiary on the date of determination will be deemed not to have been a Subsidiary at any time during such reference period;

For purposes of this definition, whenever pro forma effect is given to a transaction, the pro forma calculations shall be made in good faith by an Authorized Officer of Administrative Borrower and shall be reasonably satisfactory to the Agents. Any such pro forma calculation may include adjustments appropriate, in the good faith determination of Administrative Borrower as set forth in an officers’ certificate, to reflect operating expense reductions (but not revenue increases) expected to result from the applicable pro forma event if such adjustments are reasonably satisfactory to the Agents.

“Pro Rata Share” shall mean (a) with respect to the Initial Term Loan Commitment of any Lender at any time, a percentage, the numerator of which shall be the sum of such Lender’s unfunded Initial Term Loan Commitment, plus such Lender’s funded Initial Term Loans, and the denominator of which shall be the sum of the unused Initial Term Loan Commitments of all Lenders, plus all funded Initial Term Loans of all Lenders, (b) (i) with respect to the Delayed Draw Term Commitment of any Lender at any time, a percentage, the numerator of which shall be the sum of such Lender’s unfunded Delayed Draw Term Commitment and the denominator of which shall be the sum of the unfunded Delayed Draw Term Commitments of all Lenders and (ii) with respect to the Delayed Draw Term Loans of any Lender at any time, a percentage, the numerator of which shall be the sum of such Lender’s funded Delayed Draw Term Loans, and the denominator of which shall be the sum of all funded Delayed Draw Term Loans of all Lenders, or (c) with respect to the Revolver Commitment of any Lender at any time, a percentage, the numerator of be the sum of such Xxxxxx’s unfunded Revolver Commitment, plus such Xxxxxx’s funded Revolving Loan, and the denominator of which shall be the sum of the Revolver Commitment of all Lenders, plus all funded Revolving Loans of all Lenders.

“Protective Advances” has the meaning specified therefor in Section 2.02(c)(i).

“Purchase Notice” shall have the meaning set forth in Section 12.24.

“Purchase Option Date” shall have the meaning set forth in Section 12.24.

“Purchase Option Trigger Event” shall mean (a) an Event of Default has occurred and is continuing or (b) the Obligations have been accelerated in accordance with Section 10.02.

“Qualified Capital Stock” shall mean any Capital Stock that is not Disqualified Capital Stock.

“Qualified Cash” shall mean, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of the Credit Parties that are in deposit accounts or in securities accounts, or any combination thereof, which deposit accounts and securities accounts are the subject of Springing Control Agreements and are maintained by a branch office of the applicable bank or securities intermediary located within the United States of America; provided, that, for the first ninety (90) days (or such longer period as reasonably agreed to by the Administrative Agent) following the Closing Date there shall be no requirement that cash and Cash Equivalents of the Credit Parties be held in accounts subject to Springing Control Agreements in order for such cash and Cash Equivalents to be Qualified Cash.

“Real Property” shall mean, with respect to any Person, all right, title and interest of such Person (including, without limitation, any leasehold estate) in and to a parcel of real property owned, leased or operated by such Person together with, in each case, all improvements and appurtenant fixtures, equipment, personal property, easements and other property and rights incidental to the ownership, lease or operation thereof.

“Refinanced Indebtedness” shall have the meaning set forth in the definition of “Permitted Refinancing Indebtedness.”

“Register” shall have the meaning set forth in Section 12.06(b)(iv).

“Regulation D” shall mean Regulation D of the Board as from time to time in effect and any successor to all or a portion thereof establishing reserve requirements.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

“Rejection Notice” shall have the meaning set forth in Section 5.02(k).

“Related Parties” shall mean, with respect to any specified Person, such Person’s Affiliates and the directors, officers, employees, agents, trustees, advisors of such Person and any Person that possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise.

“Release” shall mean a “release,” as such term has the meaning set forth in CERCLA.

“Reportable Event” shall mean an event described in Section 4043 of ERISA and the regulations thereunder (excluding any such event for which the notice requirement has been waived by the PBGC).

“Repricing Transaction” means (a) any prepayment or repayment or refinancing of Revolving Loans (and termination of the associated Revolver Commitments) with the proceeds of, any replacement of the Revolver Commitments with, or any conversion of Revolving Loans and Revolver Commitments into, any new or replacement tranche of revolving credit commitments the purpose or effect of which is to effectively reduce the Yield applicable to such Revolving Loans and Revolver Commitments or (b) any amendment relating to the Revolving Loans and Revolver Commitments, the purpose or effect of which is to effectively reduce the Yield applicable to such Revolving Loans and Revolver Commitments (other than, in each case, with respect to any Revolving Lender, if such new or replacement tranche of revolving credit commitments (or amended Revolving Loans and/or Revolver Commitments) is provided by such Revolving Lender or any Affiliate or Approved Fund thereof).

“Required Delayed Draw Term Lenders” shall mean, at any date, Lenders having or holding a majority of the sum of (a) the outstanding principal amount of the Delayed Draw Term Loans and (b) the Delayed Draw Term Commitments (to the extent not expired or terminated); provided that, the Delayed Draw Term Commitments of, and the Delayed Draw Term Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Delayed Draw Term Lenders.

“Required Lenders” shall mean, at any date, Lenders having or holding a majority of the sum of (a) the outstanding principal amount of the Term Loans, (b) the Delayed Draw Term Commitments (to the extent not expired or terminated), and (c) (i) the Revolver Commitment or (ii) if the Revolver Commitment has been terminated, the aggregate outstanding principal amount of the Revolving Loans; provided that the Revolver Commitment of, and the portion of the outstanding principal amount of the Revolving Loans, the Delayed Draw Term Commitments of, and the Term Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.

“Required Revolving Lenders” shall mean, at any date, Lenders having or holding a majority of (a) the Revolver Commitment or (b) if the Revolver Commitment has been terminated, the aggregate outstanding principal amount of the Revolving Loans; provided that the Revolver Commitment of, and the portion of the outstanding principal amount of the Revolving Loans held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Lenders.

“Required Term Lenders” shall mean, at any date, the Lenders having or holding a majority of the outstanding principal amount of the Term Loans, any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Lenders.

“Reserves” means, Landlord Reserves, Dilution Reserves, and such other reserves as the Revolving Agent from time to time determines in its Permitted Discretion as being appropriate (a) to reflect the impediments to the Revolving Agent’s ability to realize upon the Collateral included in the Borrowing Base, (b) to reflect claims and liabilities that will need to be satisfied in

connection with the realization upon the Collateral included in the Borrowing Base, (c) to reflect criteria, events, conditions, contingencies or risks which adversely affect (i) any component of the Borrowing Base, the Collateral or the validity or enforceability of this Agreement or the other Credit Documents or any material remedies of the Revolving Agent, the Administrative Agent, the Collateral Agent or Lenders hereunder or thereunder, (ii) the assets, business or financial condition of any Credit Party, or (iii) any Credit Party’s ability to perform hereunder or under the Credit Documents, (d) to reflect Revolving Agent’s good faith belief that any collateral report or financial information furnished by or on behalf of any of the Credit Parties to Revolving Agent is or may have been incomplete, inaccurate or misleading in any material respect, or (e) to ensure the payment of accrued interest expenses or Indebtedness, including without limitation, (I) reserves for accrued and unpaid interest on the Obligations, (II) reserves for consignee’s, warehousemen’s and bailee’s charges, (III) reserves in respect of self-insured worker’s compensation, general liability, health and dental care insurance, disability insurance and other self-funded insurances, (IV) sales tax, and (V) reserves for taxes, fees, assessments, and other governmental charges which have, or with the passage of time or the taking of any action would have, priority over the Liens of the Collateral Agent in the Collateral. Notwithstanding anything to the contrary herein, (x) the amount of any such Reserve will have a reasonable relationship to the event, condition or other matter that is the basis for such Reserve, (y) no Reserves will be duplicative of other reserves or items that are otherwise excluded or already accounted for through eligibility criteria or “liquidity factors”, and (z) no Reserves may be taken after the Closing Date to the extent such Reserves are based solely on circumstances, conditions, events or contingencies relating to the Collateral included in the Borrowing Base that were expressly disclosed to Revolving Agent in the collateral audit conducted by Revolving Agent prior to the Closing Date, and for which no reserve was imposed on the Closing Date, unless such circumstances, conditions, events or contingencies have changed in any material adverse respect since the Closing Date.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restricted Payment” shall mean, with respect to any Person, (a) the declaration or payment of any dividend on, or the making of any payment or distribution on account of, or setting apart assets for a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of, any class of Capital Stock of such Person or any warrants or options to purchase any such Capital Stock, whether now or hereafter outstanding, or the making of any other distribution in respect thereof, either directly or indirectly, whether in cash or property (it being understood, for the avoidance of doubt, that payments in the form of Capital Stock pursuant to an employee benefit plan shall not constitute Restricted Payments), (b) the payment or prepayment of principal of, or premium or interest or any other amount in respect of, any Indebtedness that is contractually subordinate to the Obligations unless such payment is permitted under the terms of the subordination agreement applicable thereto and (c) any payment in respect of earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations that were incurred pursuant to Section 9.01(x).

“Revolver Commitment” shall mean, with respect to each Revolving Lender, its Revolver Commitment, and, with respect to all Revolving Lenders, their Revolver Commitments, in each case as such Dollar amounts are set forth beside such Revolving Lender’s name under the applicable heading on Schedule 1.01(a) or in the Assignment and Acceptance pursuant to which

such Revolving Lender became a Revolving Lender hereunder, as such amounts may be reduced or increased from time to time pursuant to this Agreement and/or assignments made in accordance with the provisions of Section 12.01.

“Revolver Note” shall mean the promissory note substantially in the form of Exhibit R-1.

“Revolver Usage” shall mean, as of any date of determination, the amount of outstanding Revolving Loans (inclusive of Extraordinary Advances and Swingline Advances).

“Revolving Agent” shall mean ACF.

“Revolving Agent’s Account” shall mean the Deposit Account of Revolving Agent identified on Schedule 1.01(b) (or such other Deposit Account of Revolving Agent that has been designated as such, in writing, by Revolving Agent to Administrative Borrower and the Lenders).

“Revolving Credit Obligations” shall have the meaning set forth in Section 12.06(d).

“Revolving Creditors” shall have the meaning set forth in Section 12.06(d).

“Revolving Facility” shall mean, at any time, the aggregate amount of the Revolving Lenders’ Revolver Commitments at such time.

“Revolving Lender” shall mean a Lender that has a Revolver Commitment, has an outstanding Revolving Loan.

“Revolving Loan Exposure” shall mean, with respect to any Revolving Lender, as of any date of determination (a) prior to the termination of the Revolver Commitments, the amount of such Xxxxxx’s Revolver Commitment, and (b) after the termination of the Revolver Commitments, the aggregate outstanding principal amount of the Revolving Loans (inclusive of Extraordinary Advances and Swingline Advances).

“Revolving Loans” has the meaning specified therefor in Section 2.01(a). Revolving Loans shall include Extraordinary Advances and Swingline Advances, unless the context clearly requires otherwise.

“Sanctioned Entity” shall mean (a) a country or a government of a country, (b) an agency of the government of a country, (c) an organization directly or indirectly controlled by a country or its government, (d) a Person resident in or determined to be resident in a country, in each case, that is subject to a country sanctions program administered and enforced by OFAC.

“Sanctioned Person” shall mean a person named on the list of Specially Designated Nationals maintained by OFAC.

“Sanctions” shall have the meaning set forth in Section 7.26.

“SEC” shall mean the Securities and Exchange Commission.

“S&P” shall mean Standard & Poor’s Ratings Services or any successor by merger or consolidation to its business.

“Secured Parties” shall mean, collectively, (a) the Lenders, (b) the Agents, (c) the beneficiaries of each indemnification obligation undertaken by any Credit Party under the Credit Documents and (d) any successors, endorsees, transferees and permitted assigns of each of the foregoing.

“Securitization” shall have the meaning set forth in Section 12.08.

“Security Agreement” shall mean a Security Agreement, by and among each Credit Party and the Collateral Agent for the benefit of the Secured Parties, in form and substance reasonably satisfactory to the Collateral Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Security Documents” shall mean, collectively, the Security Agreement, any Mortgage and each other security agreement or other instrument or document executed and delivered pursuant to Section 8.11 or pursuant to any of the Security Documents to secure any of the Obligations.

“Settlement” shall have the meaning set forth in Section 2.02(d)(i).

“Settlement Date” shall have the meaning set forth in Section 2.02(d)(i).

“Significant Subsidiary” shall mean a Subsidiary of any Borrower that meets the definition of “significant subsidiary” in Article 1, Rule 1-02 of Regulation S-X under the Exchange Act.

“SOFR” shall mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Solvency Certificate” shall mean a solvency certificate dated as of the Closing Date, duly executed and delivered by an Authorized Officer of Administrative Borrower to the Administrative Agent, in form and substance reasonably satisfactory to the Agents.

“Solvent” shall mean, with respect to any Person, at any date, that (a) the sum of such Person’s debt (including Contingent Liabilities) does not exceed the present fair saleable value of such Person’s present assets, (b) such Person’s capital is not unreasonably small in relation to its business as contemplated on such date, (c) such Person has not incurred and does not intend to incur debts including current obligations beyond its ability to pay such debts as they become due (whether at maturity or otherwise) and (d) such Person is “solvent” within the meaning given that term and similar terms under Applicable Laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any Contingent Liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Specified Event of Default” means any Event of Default pursuant to Section 10.01(a), Section 10.01(c) (but solely as a result of a breach of Section 9.13(c) or of Section 8.01 (to the extent such reporting is needed to determine whether a breach of Section 9.13(c) has occurred)), 10.1(d) (but solely as a result of a breach of Section 2.14), 10.1(c) (but solely as a result of a breach of Sections 8.17(a), (b) and (c)), 10.1(b) (but solely with respect to any Borrowing Base Certificate) or 10.1(h).

“Springing Control Account” means a Deposit Account that is subject to a Springing Control Agreement.

“Springing Control Agreement” shall mean an agreement in which a Credit Party, Collateral Agent, and Cash Management Bank maintaining the Deposit Account have agreed that the Cash Management Bank will comply with instructions originated by the Collateral Agent directing disposition of the funds in the Deposit Account without further consent by the Credit Party pursuant to terms reasonably satisfactory to the Collateral Agent and Administrative Borrower. Terms of the agreement shall provide control (within the meaning of Section 9-104 of the UCC) reasonably satisfactory to Collateral Agent.

“Subsidiary” of any Person shall mean and include (a) any corporation more than fifty percent (50%) of whose Voting Stock having by the terms thereof power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person, directly or indirectly, through Subsidiaries and (b) any partnership, association, joint venture or other entity in which such Person, directly or indirectly, through Subsidiaries, has more than a fifty percent (50%) voting equity interest at the time. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary of a Credit Party.

“Swingline Advance” has the meaning specified in Section 2.02(b).

“Swingline Loan Limit” shall mean, at any time, the smaller of the following amounts: (i) $5,000,000, (ii) the aggregate Revolver Commitment minus the Revolver Usage and (iii) the Borrowing Base, minus the amount of Revolving Loans outstanding.

“Target Consolidated Adjusted EBITDA” shall mean, for any specified trailing 12 month period, an amount determined for any Person equal to (a) the consolidated net income (or deficit) of such Person in accordance with GAAP after eliminating all extraordinary nonrecurring items of income, plus (b) without duplication and to the extent deducted in arriving at the consolidated net income of such Person, the sum of, without duplication, amounts for (i) total interest expense, (ii) provisions for Taxes based on income, profits or capital, plus state, provincial, franchise, property or similar taxes and foreign withholding taxes and foreign unreimbursed value added taxes, of such Person for such period (including, in each case, penalties and interest related to such taxes or arising from tax examinations), (iii) total depreciation expense, (iv) total amortization expense, and (v) any other non-cash charges and expenses deducted in arriving at the consolidated net income of such Person (excluding any such non-cash item (x) to the extent that it represents amortization of a prepaid cash item that was paid in a prior period or (y) relating to a write-down, write off or reserve with respect to receivables or inventory, subject to the proviso in this clause

(b)(iii)) (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in any future period, (1) the Administrative Borrower may determine not to add back such non-cash charge in the current period and (2) to the extent the Administrative Borrower does decide to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated Adjusted EBITDA), minus (c) without duplication and to the extent included in arriving at the consolidated net income of such Person, amounts for non-cash gains (excluding any such non-cash item to the extent it represents the reversal of an accrual or reserve for potential cash items in any prior period).

“Taxes” shall mean all income, stamp or other taxes, duties, levies, imposts, charges, assessments, fees, deductions or withholdings (including backup withholding), now or hereafter imposed, enacted, levied, collected, withheld or assessed by any Governmental Authority, and all interest, penalties, additions to tax or similar liabilities with respect thereto.

“Term Creditor” shall have the meaning set forth in Section 12.06(d).

“Term Lender” shall mean each Lender that holds an Initial Term Loan Commitment, a Delayed Draw Term Commitment, or a Term Loan.

“Term Loan” shall mean the Initial Term Loan and any Delayed Draw Term Loans, collectively.

“Term Loan Exposure” means, with respect to any Lender on any date of determination, the percentage equal to the amount of such Lender’s outstanding principal amount of Term Loans on such date divided by the aggregate outstanding principal amount of Term Loans of all Lenders on such date.

“Term Loan Note” shall mean a promissory note substantially in the form of Exhibit T‑1.

“Term Loan Obligations” shall have the meaning set forth in Section 12.06(d).

“Term SOFR” shall mean.

(a) for any calculation with respect to a Term SOFR Loan, the Term SOFR Reference Rate for a tenor of three (3) months on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of the applicable calendar quarter, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b) for any calculation with respect to an ABR Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate Term SOFR Determination Day.

“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Agents in their reasonable discretion).

“Term SOFR Loan” shall mean each Loan bearing interest at Adjusted Term SOFR Rate, as provided in Section 2.08(a).

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.

“Test Period” shall mean, for any date of determination under this Agreement, the four (4) consecutive Fiscal Quarters of any Borrower most recently ended as of such date of determination.

“Total Credit Exposure” shall mean, the Revolving Loan Exposure and Term Loan Exposure in the aggregate.

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CREDIT AGREEMENT by and among PARAGON 28, INC., as Administrative Borrower, PARAGON ADVANCED TECHNOLOGIES, INC., as a Borrower Certain Subsidiaries of Administrative Borrower, as Guarantors from Time to Time Party Hereto, The Lenders from Time to Time...