AMENDMENT NO. 1 TO SECOND LIEN NOTE PURCHASE AGREEMENT

Exhibit 10.32

Execution Version

AMENDMENT NO. 1

TO SECOND LIEN NOTE PURCHASE AGREEMENT

This AMENDMENT NO. 1 TO SECOND LIEN NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of April 13, 2017, is entered into by and among the Purchasers signatory hereto (the “Purchasers”), Cortland Capital Market Services LLC, as Agent for the Purchasers (the “Agent”), KAMD Buyer, Inc., a Delaware corporation (“Holdings”), Amendia, Inc., a Georgia corporation (the “Issuer”), and the other persons designated as “Credit Parties” on the signature pages hereof.

W I T N E S S E T H:

WHEREAS, the Issuer, Holdings, the other Credit Parties, the Purchasers listed on the Purchaser Schedule attached thereto and the Agent are parties to that certain Second Lien Note Purchase Agreement, dated as of April 29, 2016 (as amended, modified and supplemented pursuant to this Amendment as further amended, restated, supplemented or otherwise modified from time to time, the “Note Agreement”; capitalized terms not otherwise defined herein having the definitions provided therefor in the Note Agreement);

WHEREAS, the Issuer has advised the Agent and the Lenders that (i) the Issuer has formed KAMD Merger Sub II, Inc., a Delaware corporation (“Merger Sub”), as a wholly owned subsidiary of the Issuer and (ii) on the date hereof, Merger Sub shall merge with and into Spinal Elements, Inc., a Delaware corporation (“Spinal Elements”), pursuant to that certain Agreement and Plan of Merger dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Restatement Effective Date Merger Agreement”) by and among KAMD Holdings, Inc., the Issuer, Merger Sub, Spinal Elements, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and Fortis Advisors LLC;

WHEREAS, the Issuer and the other Credit Parties desire that Spinal Elements be joined as a Guarantor and a Credit Party to the Note Agreement; and

WHEREAS, the Issuer has requested that the Agent and the Purchasers amend the Note Agreement in certain respects as provided herein in connection with the transactions described herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, and for other good and valuable consideration the receipt and sufficient of which are hereby acknowledged, the parties hereto agree as follows:

1. Amendments to the Note Agreement. In reliance upon the representations and warranties of the Credit Parties set forth in Section 2 below and subject to the conditions to effectiveness set forth in Section 3 below:

(a) The Note Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as reflected in the modifications identified in the document annexed hereto as Exhibit A attached to this Amendment.

(b) Exhibit 1.8(d) (Excess Cash Flow Certificate) to the Note Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as reflected in the modifications identified in the document annexed hereto as Exhibit B attached to this Amendment.

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(c) Exhibit 4.2(b) (Compliance Certificate) to the Note Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as reflected in the modifications identified in the document annexed hereto as Exhibit C attached to this Amendment.

2. Representations and Warranties. The Issuer and each other Credit Party hereby represent and warrant to the Purchasers that as of the date hereof:

(a) The execution, delivery and performance of this Amendment has been duly authorized by all requisite limited liability company or corporate action, as applicable, on the part of the Issuer and each other Credit Party;

(b) After giving effect to the First Amendment Effective Date, no Event of Default shall have occurred and be continuing; and

(c) The representations and warranties of the Issuer or any other Credit Party set forth in this Amendment and the other Note Documents shall be true and correct in all material respects as of the date hereof (except to the extent such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respects) with the same effect as if then made (except to the extent stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (except to the extent such representations and warranties are already qualified by materiality, in which case they shall be true and correct in all respects) as of such earlier date).

3. Conditions Precedent to Effectiveness. The effectiveness of this Amendment is subject to the prior or concurrent consummation of each of the following conditions (the “First Amendment Effective Date”):

(a) The Purchasers shall have received a copy of this Amendment executed by the Issuer, Holdings, the other Credit Parties and the Purchasers;

(b) The Purchasers shall have received the Amendment Fee (as defined below) and the Agent shall have received the Agent Fees (defined below);

(c) The Purchasers shall have received a copy of that certain Master Reaffirmation and Amendment to Note Documents executed by the Issuer, Holdings, the other Credit Parties, the Agent and the Purchasers; and

(d) The Purchasers shall have received each of the additional documents set forth on the closing checklist attached as Exhibit D hereto.

4. Amendment Fees.

(a) On the date hereof, the Issuer hereby agrees to pay to (i) each Purchaser its pro rata share of the outstanding principal amount of the Notes, as outstanding immediately prior to giving effect to this Amendment, an Amendment Fee of $50,472.42 (the “Amendment Fee”), and (ii) to Agent all fees and expenses due to the Agent in accordance with the Agent Fee Letter and Section 9.5 of the Note Agreement (the “Agent Fees”).

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(b) All fees set forth above will be deemed to be fully earned on the date of required payment thereof and shall be non-refundable when paid.

5. Covenant regarding Post-Closing Items. The Issuer shall satisfy the requirements and/or provide to the Agent and the Purchasers each of the documents, instruments, agreements and information set forth on Exhibit E, on or before the date specified therein for such requirement (or such later date determined by the Required Purchasers in their sole discretion). The Issuer acknowledges and agrees that the Issuer’s failure to timely comply with the requirements of this Section 5 by the time periods set forth on Exhibit E (or such later date determined by the Required Purchasers in their sole discretion) shall constitute an immediate Event of Default under the Note Agreement.

6. Miscellaneous.

(a) Notices. All notices, requests, and demands to or upon the respective parties hereto shall be given in accordance with the Note Agreement.

(b) Captions. Captions used in this Amendment are for convenience only and shall not affect the construction of this Amendment.

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

(d) Entire Agreement. This Agreement and the other Note Documents, as amended and modified by this Agreement, embody the entire agreement of the parties hereto and supersede all prior agreements and understandings relating to the subject matter thereof and any prior letter of interest, commitment letter, confidentiality and similar agreements involving any Credit Party and any Purchaser or any of their respective affiliates relating to a financing of substantially similar form, purpose or effect.

(e) Successors; Assigns. This Amendment shall be binding upon the Issuer, the Purchasers and their respective permitted successors and assigns under the Note Documents, and shall inure to the benefit of the Issuer, the Purchasers and their respective permitted successors and assigns under the Note Documents.

(f) Governing Law. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS AMENDMENT, INCLUDING, WITHOUT LIMITATION, ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF).

(g) Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Receipt by telecopy of any executed signature page to this Amendment or any other Note Document shall constitute effective delivery of such signature page.

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(h) Reference to the Note Agreement. Each reference in the Note Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Note Agreement or in any other Note Documents, or other agreements, documents or other instruments executed and delivered pursuant to the Note Agreement, shall mean and be a reference to the Note Agreement as amended by this Amendment.

(i) Costs and Expenses. The Issuer acknowledges that Section 9.5 of the Note Agreement applies to this Amendment and the transactions, agreements and documents contemplated hereunder.

(j) Continuing Effect. Except as expressly set forth in this Amendment, nothing in this Amendment shall constitute a modification or alteration of the terms, conditions or covenants of the Note Agreement or any other Note Document, or a waiver of any other terms or provisions thereof, and the Note Agreement and the other Note Documents shall remain unchanged and shall continue in full force and effect, in each case, as amended hereby.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

[Signature Page to Amendment No. 1 to Note Agreement]

[Signature Page to Amendment No. 1 to Note Agreement]

[Signature Page to Amendment No. 1 to Note Agreement]

EXHIBIT A

Amended Note Agreement

See attached

EXECUTION VERSION

EXHIBIT A

SECOND LIEN NOTE PURCHASE AGREEMENT

Dated as of April 29, 2016

by and among

KAMD MERGER SUB, INC.,

as the Initial Issuer,

AMENDIA, INC.,

as the Issuer

after the consummation of the Closing Date Merger, as the successor in-interest to the

Initial Issuer by operation of law as a result of the Closing Date Merger,

KAMD BUYER, INC.,

as Holdings,

THE OTHER PERSONS PARTY HERETO THAT ARE

DESIGNATED AS CREDIT PARTIES,

METLIFE PRIVATE EQUITY HOLDINGS, LLC

and

METLIFE INSURANCE K.K.,

as Purchasers,

and

CORTLAND CAPITAL MARKET SERVICES LLC,

as Agent for the Purchasers

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIEN AND SECURITY INTEREST GRANTED TO THE SECOND LIEN AGENT PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, CERTAIN TERMS OF THIS AGREEMENT AND THE EXERCISE OF CERTAIN RIGHTS AND REMEDIES BY THE SECOND LIEN AGENT IN CONNECTION HEREWITH ARE SUBJECT TO THE PROVISIONS OF THE INTERCREDITOR AGREEMENT DATED AS OF APRIL 29, 2016 (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “INTERCREDITOR AGREEMENT”), BETWEEN ANTARES CAPITAL LP, AS THE FIRST LIEN AGENT, AND CORTLAND CAPITAL MARKET SERVICES LLC, AS SECOND LIEN

EXECUTION VERSION

EXHIBIT A

AGENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND THIS AGREEMENT, THE TERMS OF THE INTERCREDITOR AGREEMENT SHALL CONTROL.

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SCHEDULES

EXHIBITS

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SECOND LIEN NOTE PURCHASE AGREEMENT

This SECOND LIEN NOTE PURCHASE AGREEMENT (including all exhibits and schedules hereto, and as the same may be amended, restated, amended and restated, supplemented or modified from time to time, this “Agreement”) is entered into as of April 29, 2016, by and among KAMD Merger Sub, Inc., a Georgia corporation (the “Initial Issuer”) and, upon the consummation of the Closing Date Merger, as the successor-in-interest to the Initial Issuer by operation of law as a result of the Closing Date Merger, Amendia, Inc., a Georgia corporation (the “Company”), KAMD Buyer, Inc., a Delaware corporation (“Holdings”), the other Persons party hereto that are designated as a “Credit Party,” MetLife Private Equity Holdings, LLC (“MPEH”), as an initial Purchaser, MetLife Insurance K.K. (“MLKK”), as an initial Purchaser, and Cortland Capital Market Services LLC, as Agent for the Purchasers.

W I T N E S S E T H:

WHEREAS, the Issuer has requested that each Purchaser purchase notes evidencing term loan securities from the Issuer upon and subject to the terms and conditions set forth in this Agreement to (a) fund a portion of the acquisition of the Company and its Subsidiaries (the “Closing Date Merger”) pursuant to the terms of the Closing Date Merger Agreement, (b) refinance the existing indebtedness for borrowed money of the Company and its Subsidiaries (the “Prior Indebtedness”), and (c) fund certain transaction fees and expenses associated with the funding of the Term Loans and consummation of the Closing Date Merger;

WHEREAS, the Issuer desires to secure all of its Obligations under the Note Documents by granting to Agent, for the benefit of the Secured Parties, a security interest in and lien upon substantially all of its Property;

WHEREAS, Holdings, which directly owns all of the Stock and Stock Equivalents of the Initial Issuer (and, following the consummation of the Closing Date Merger, all of the Stock and Stock Equivalents of the Company), is willing to guaranty all of the Obligations of the Issuer and to grant to Agent, for the benefit of the Secured Parties, a security interest in and lien upon substantially all of its Property (including all of the Stock and Stock Equivalents of the Issuer); and

WHEREAS, subject to the terms hereof each Domestic Subsidiary of the Issuer other than any Excluded Domestic Subsidiary is willing to guaranty all of the Obligations of the Issuer and to grant to Agent, for the benefit of the Secured Parties, a security interest in and lien upon substantially all of its Property.

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

ARTICLE IARTICLE I

THE CREDITS

1.1 The Term Loans.

(a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each initial Purchaser severally and not jointly agrees to purchase notes issued by the Issuer evidencing term loan debt securities on the Original Closing Date in the amount set forth opposite such Purchaser’s name in Schedule 1.1 (such commitment being referred to herein as such Purchaser’s “Term Loan Commitment”). Amounts borrowed under this Section 1.1(a) are referred to as the “Initial Term Loans.”

(b) Subject to the terms and conditions of this Agreement and in the applicable Incremental Term Loan Assumption Agreement, and in reliance upon the representations and warranties of the Credit Parties contained herein, each Purchaser (if any) with an Incremental Term Loan Commitment (if any) severally and not jointly agrees to purchase notes issued by the Issuer evidencing Incremental Term Loans in an amount not to exceed such Purchaser’s Incremental Term Loan Commitment (if any).

(c) Unless the context shall otherwise require, the term “Term Loan Commitments” shall include the Incremental Term Loan Commitments. Once repaid or prepaid, Term Loans may not be reborrowed.

(d) The amount of each Term Loan Commitment of a Purchaser shall automatically be reduced (and such portion of the Term Loan Commitment shall automatically and permanently terminate) concurrently with the purchase by such Purchaser of notes evidencing the applicable Term Loan(s) in such amount by such Purchaser. For the avoidance of doubt, the Term Loan Commitment(s) for the Initial Term Loan(s) shall be fully satisfied and shall be terminated concurrently upon purchase by Purchasers of notes evidencing the Initial Term Loan(s).

1.2 Evidence of Term Loans; Notes. The Term Loan(s) are evidenced by this Agreement and one or more Term Notes payable to each Purchaser in an aggregate amount equal to the unpaid balance of the Term Loan(s) held by such Purchaser.

1.3 Interest.

(a) Subject to Sections 1.3(c) and 1.3(d), each Term Loan shall bear interest on the outstanding principal amount thereof from the date when made, and all interest which is not paid when due, shall bear interest at a rate per annum equal to LIBOR or the Base Rate, as the case may be, plus the Applicable Margin. Each determination of an interest rate by Agent (at the direction of the Purchasers) shall be conclusive and binding on the Issuer in the absence of manifest error. All computations of fees and interest under this Agreement shall be made on the basis of a 360-day year (or, in the case of interest on Base Rate Loans, a 365/366 day year) and in each case actual days elapsed. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof.

(b) Interest on each Term Loan shall be paid in cash (subject to a PIK Election duly made hereunder) in arrears on each Interest Payment Date. Interest shall also be paid on the date of any payment or prepayment of the Term Loans to the extent accrued and unpaid on the

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principal amount to be paid or prepaid. The Issuer may elect (a “PIK Election”) for all (but not less than all) Term Loans to pay on any Interest Payment Date (that is not the final maturity date for any Note or any other date on which principal is due for any reason) interest accrued at the rate of 1.00% per annum on all outstanding Term Loans from the immediately preceding Interest Payment Date (or initial date of the making of such Term Loans, as the case may be) by adding (on such Interest Payment Date) the amount of such accrued interest to the outstanding principal amount of such Term Loans (the “PIK Portion”) and thereafter such capitalized amounts shall bear interest in accordance with Section 1.3(a). Unless the Issuer shall have notified the Purchasers at least 5 Business Days prior to any Interest Payment Date otherwise, the Issuer will be deemed to have made a PIK Election as to the interest payment due on the Term Loans on such Interest Payment Date. Any election by the Issuer to pay any portion of the PIK Portion of the interest due on any Interest Payment Date shall apply to all outstanding Term Loans pro rata in accordance with the outstanding principal amounts thereof. All interest due on the Term Loans on any date not constituting the PIK Portion shall be paid in cash.

(c) At the written election of the Required Purchasers while any Specified Event of Default exists (or automatically while any Event of Default under Section 7.1(a), 7.1(f) or 7.1(g) exists), the Issuer shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the Term Loans and past due interest thereon, if any, from and after the date of occurrence of such Specified Event of Default, at a rate per annum which is determined by adding two percent (2.00%) per annum to the Applicable Margin then in effect for such Term Loans (plus LIBOR or the Base Rate, as the case may be). All such interest shall be payable in cash on demand of the Required Purchasers.

(d) Anything herein or in any Note to the contrary notwithstanding, (i) the obligations of the Issuer hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Purchaser would be contrary to the provisions of any law applicable to such Purchaser limiting the highest rate of interest which may be lawfully contracted for, charged or received by such Purchaser, and in such event the Issuer shall pay such Purchaser interest at the highest rate permitted by applicable law (“Maximum Lawful Rate”); provided that, if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Issuer shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by the Purchasers is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Original Closing Date as otherwise provided in this Agreement; and (ii) any payment of accrued but unpaid interest at the maturity of a Note (or at such other time as payment of the principal amount of such Note or any portion thereof is due (as a result of prepayment, acceleration or otherwise)) shall be made entirely and exclusively in cash (or as otherwise expressly agreed in writing by each Purchaser in its sole and absolute discretion).

1.4 Loan Accounts; Register.

(a) Subject to Sections 1.4(b)-(d), Agent, on behalf of each Purchaser shall record on its books and records the amount of each Term Loan made by it, the interest rate applicable, all payments of principal and interest thereon and the principal balance thereof from

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time to time outstanding. Subject to Sections 1.4(b)-(d), such record shall, absent manifest error, be conclusive evidence of the amount of the Term Loans made by each Purchaser to the Issuer and the interest and payments thereon. Agent shall, reasonably promptly following written request therefor from the Issuer, deliver to the Issuer a loan statement setting forth such record; provided that any failure to so record or any error in doing so, or any failure to deliver such loan statement shall not limit or otherwise affect the obligation of the Issuer hereunder (and under any Note) to pay any amount owing with respect to the Term Loans or provide the basis for any claim against any Purchaser or Agent.

(b) Agent, acting as a non-fiduciary agent of the Issuer solely with respect to the actions described in this Section 1.4(b) (in such capacity, the “Registrar”), shall establish and maintain at its address referred to in Section 9.2 (or at such other address as Agent may notify the Issuer and the Purchasers): (A) a record of ownership (the “Register”) in which Agent agrees unless and until it notifies the Issuer and the Purchasers of its election to stop acting as the Registrar (in which event the Issuer shall become the Registrar unless and until the Required Purchasers elect to appoint another Person to act in such capacity (at the Issuer’s expense) and such Person accepts such appointment) to register by book entry the registered ownership rights and interests of each Purchaser in its Term Loans and each Note and any assignment thereof, and (B) maintain accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Purchasers (and each change thereto pursuant to Sections 9.9 and 9.22), (2) the amount of each Note, (3) the amount of any principal or interest due and payable or paid, and (4) any other payment received by Agent from the Issuer and its application to the Obligations.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Term Loans (including any notes evidencing such Term Loans) are registered obligations, the right, title and interest of the Purchasers and their assignees in and to such Term Loans shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Term Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code.

(d) The entries in the Register shall be conclusive absent manifest error and the Credit Parties, Agent and the Purchasers shall treat each Person whose name is recorded in the Register as a Purchaser for all purposes of this Agreement. Information contained in the Register with respect to any Purchaser shall be available for access by the Issuer, Agent or such Purchaser during normal business hours and from time to time upon at least one Business Day’s prior notice.

1.5 [Reserved].

1.6 Conversion and Continuation Elections.

(a) The Issuer shall have the option to (i) request that the Initial Term Loans or the Incremental Term Loans be made as LIBOR Rate Loans, (ii) convert at any time all of the outstanding Term Loans from Base Rate Loans to LIBOR Rate Loans, (iii) convert at any time all of the outstanding LIBOR Rate Loans to Base Rate Loans, subject to Section 10.4 if such

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conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue the outstanding Term Loans as LIBOR Rate Loans upon the expiration of the applicable Interest Period. Any such election must be made by the Issuer by 2:00 p.m. (1) on the Business Day prior to the date on which the Initial Term Loans or Incremental Term Loans are to be made, and (2) on the third Business Day prior to (i) the end of each Interest Period with respect to LIBOR Rate Loans to be continued as such, or (ii) the date on which the Issuer wishes to convert Base Rate Loans to LIBOR Rate Loans for an Interest Period designated by the Issuer in such election. If no election is received with respect to LIBOR Rate Loans by 2:00 p.m. on the third Business Day prior to the end of the Interest Period with respect thereto, the LIBOR Rate Loans shall be converted to Base Rate Loans at the end of the applicable Interest Period. The Issuer must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to the Required Purchasers. The Term Loans shall not be made as, converted into or continued as LIBOR Rate Loans if an Event of Default has occurred and is continuing and Required Purchasers have determined not to make or continue the Term Loans as LIBOR Rate Loans as a result thereof.

(b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Purchaser thereof. Agent and the Purchasers may act upon the basis of such Notice of Conversion/Continuation believed by Agent in good faith to be from the Issuer. Agent and the Purchasers shall have no duty to verify the authenticity of the signature appearing on any Notice of Conversion/Continuation. Agent will, with reasonable promptness, notify the Issuer and the Purchasers of each determination of LIBOR; provided, that any failure to do so shall not relieve the Issuer of any liability hereunder or provide the basis for any claim against Agent.

1.7 Optional Prepayments.

(a) Optional Prepayments Generally. Subject to the terms of the Intercreditor Agreement, the Issuer may at any time upon (i) at least two (2) Business Days’ prior written notice by the Issuer to Agent and the Purchasers with respect to LIBOR Rate Loans (or such shorter period as is acceptable to the Required Purchasers) or (ii) written notice by the Issuer to Agent and the Purchasers on the day of prepayment with respect to Base Rate Loans, prepay the Term Loans in whole or in part in an amount greater than or equal to $100,000, without penalty or premium except for payment of the Prepayment Premium, if applicable, and as provided in Section 10.4. Each notice of prepayment shall set forth the date of prepayment and each Purchaser’s Applicable Percentage of the applicable prepayment. As used herein, “Prepayment Premium” means an amount equal to the aggregate accreted principal amount (including capitalized interest) of the Initial Term Loans being prepaid multiplied by (1) in the case of any prepayment occurring prior to the first anniversary of the Original Closing Date, three percent (3.0%), (2) in the case of any prepayment occurring on or after the first anniversary of the Original Closing Date but prior to the second anniversary of the Original Closing Date, two percent (2.0%), (3) in the case of any prepayment occurring on or after the second anniversary of the Original Closing Date but prior to the third anniversary of the Original Closing Date, one percent (1.0%), and (4) in the case of any prepayment occurring on or after the third anniversary of the Original Closing Date, zero percent (0%).

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(b) Notices. The notice of any prepayment pursuant to clause (a) above shall not thereafter be revocable by the Issuer; provided that a notice of prepayment delivered by the Issuer in connection with a prepayment of the Obligations in full may state that such prepayment is conditioned upon the effectiveness of other credit facilities, the proceeds of which shall be used to repay the Obligations in full in cash, in which case such notice may be revoked by the Issuer (by written notice provided to Agent prior to the specified effective date thereof) if such condition is not satisfied. The payment amount specified in such notice shall be due and payable on the date specified therein.

(c) Application of Partial Prepayments. Partial prepayments of the Term Loans will be applied to the outstanding Term Loans of the Purchasers on a pro rata basis in accordance with their respective Applicable Percentages.

1.8 Repayment of the Term Loans.

(a) Scheduled Repayment. The outstanding principal amount of the Initial Term Loans shall be paid in full on October 31, 20222023. The outstanding principal amount of each Incremental Term Loan shall be payable as set forth in the applicable amendment or joinder agreement with respect to such Incremental Term Loan.

(b) Asset Dispositions; Events of Loss. Subject to the terms of the Intercreditor Agreement, if a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time:

(i) (i)make a Disposition; or

(ii) (ii)suffer an Event of Loss;

and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss and all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $750,000, then (A) the Issuer shall promptly notify the Purchasers and Agent of such Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly following receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Issuer shall deliver, or cause to be delivered, such excess Net Proceeds to the Purchasers as a prepayment of the Term Loans, which prepayment shall be applied, subject to Section 1.8(g), by the Issuer in accordance with Section 1.8(e) hereof. Notwithstanding the foregoing and provided no Event of Default has occurred and is continuing, such prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets of a kind then used or usable in the business of the Issuer or such Subsidiary, within two hundred seventy (270) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said two hundred seventy (270) day period and subsequently makes such reinvestment within one hundred eighty (180) days after the expiration of such two hundred seventy (270) day period; provided, that the Issuer notifies the Purchasers of the Issuer’s or such

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Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.

(c) Incurrence of Debt; Specified Equity Contributions. Subject to the terms of the Intercreditor Agreement, immediately upon receipt by any Credit Party or any Subsidiary of any Credit Party of the Net Issuance Proceeds of Specified Equity Contributions or the incurrence of Indebtedness (other than Net Issuance Proceeds from the incurrence of Indebtedness permitted hereunder), the Issuer shall within three Business Days prepay the Term Loans by an amount equal to such Specified Equity Contributions or Net Issuance Proceeds, in each instance, for application to the Term Loans, subject to Section 1.8(g), in accordance with Section 1.8(e).

(d) Excess Cash Flow. Subject to the terms of the Intercreditor Agreement, within five (5) Business Days after the annual financial statements are required to be delivered pursuant to Section 4.1(a) hereof, commencing with such annual financial statements for the Fiscal Year ending on December 31, 2017 (for the period from the Restatement Effective Date through December 31, 2017), the Issuer shall deliver to each Purchaser a written calculation of Excess Cash Flow of the Credit Parties and their Subsidiaries for such Fiscal Year in the form of Exhibit 1.8(d) and certified as correct on behalf of the Credit Parties by a Responsible Officer of the Issuer and shall prepay the Term Loans by an amount equal to (i) 50% of such Excess Cash Flow if the First Lien Net Leverage Ratio (as calculated in the manner set forth on Exhibit 4.2(b) to the First Lien Credit Agreement) as of the last day of such Fiscal Year is greater than 2.75 to 1.00, (ii) 25% of such Excess Cash Flow, if the First Lien Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 2.75 to 1.00, but greater than 2.25 to 1.00 and (iii) 0% of such Excess Cash Flow, if the First Lien Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 2.25 to 1.00, minus, in each case, at the option of the Issuer, the sum of (A) the aggregate amount of any voluntary prepayments of revolving loans (to the extent accompanied by a permanent reduction of the revolving loan commitments) under the First Lien Credit Agreement made during such Fiscal Year, and (B) the aggregate amount of any voluntary prepayments of the Term Loans and of the term loans under the First Lien Credit Agreement made during such Fiscal Year (other than Discounted Buybacks (as such term is defined in the First Lien Credit Agreement on the Closing Restatement Effective Date)), for application to the Term Loans, subject to Section 1.8(g), in accordance with the provisions of Section 1.8(e) hereof, in each case to the extent made during the applicable Fiscal Year to the extent not financed through the issuance of Stock or Stock Equivalents or the incurrence of Indebtedness. Excess Cash Flow shall be calculated in the manner set forth in Exhibit 1.8(d).

(e) Application of Prepayments. Subject to Section 1.10(c), any prepayments pursuant to Section 1.8(b), 1.8(c) or 1.8(d) shall be applied by the Issuer to prepay the outstanding Term Loans pro rata based upon the respective amounts thereof (which, if any Other Term Loans are then outstanding, shall consist of a prepayment of Other Term Loans in an amount equal to the Other Pro Rata Share of such prepayment of Term Loans and a prepayment of Term Loans that are not Other Term Loans in the remaining amount). The Issuer shall provide Agent and the Purchasers with at least two Business Days prior written notice of any prepayment proposed to be made pursuant to Section 1.8(b), 1.8(c) or 1.8(d). Notwithstanding the foregoing, each Purchaser may reject all or a portion of its pro rata share of any mandatory prepayment (such declined amounts, the “Declined Proceeds”) of the Term Loans otherwise

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required to be made pursuant to clauses (c), (d) and (e) of this Section 1.8 by providing written notice (each, a “Rejection Notice”) to Agent and the Issuer no later than 5:00 p.m. one (1) Business Day prior to the applicable prepayment date. Each Rejection Notice from a Purchaser shall specify the principal amount of the mandatory prepayment of Term Loans to be rejected by such Purchaser. If a Purchaser fails to deliver a Rejection Notice to the Purchasers within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed a rejection by such Purchaser of the total amount of such mandatory prepayment of such Term Loans otherwise owed to such Purchaser. To the extent that any prepayment pursuant to this Section 1.8 would otherwise be applied to a LIBOR Rate Loan prior to the last day of the Interest Period applicable thereto, and no Default or Event of Default exists or is continuing, the Issuer may instruct each Purchaser in writing to hold such prepayment as cash collateral until the last day of the applicable Interest Period (and interest in respect of the amounts so held shall continue to accrue thereon at the rate provided hereunder for the Term Loans which such amounts are intended to repay until such amounts are used in full to repay such Term Loans) and then such Purchaser shall apply such prepayment to pay such LIBOR Rate Loan on the last day of the applicable Interest Period. Together with each prepayment under this Section 1.8, the Issuer shall pay any amounts required pursuant to Section 10.4 hereof.

(f) No Implied Consent. Provisions contained in this Section 1.8 for the application of proceeds of certain transactions shall not be deemed to constitute consent of the Purchasers to transactions that are not otherwise permitted by the terms hereof or the other Note Documents.

(g) Prior Application to First Lien Loans. Notwithstanding any other provision of this Section 1.8, any mandatory prepayment of the Term Loans that is otherwise required to be made pursuant to Section 1.8(b), 1.8(c) or 1.8(d) above shall (until all interest and principal under the Loans (as defined in the First Lien Credit Agreement) has been paid in full and no Revolving Loans (as defined in the First Lien Credit Agreement) or commitments therefor are outstanding) be deemed satisfied to the extent that the amount of such mandatory prepayment has been applied to prepay the Term Loans (as defined in the First Lien Credit Agreement) and thereafter Revolving Loans (as defined in the First Lien Credit Agreement).

1.9 Payment of Fees to Agent. The Issuer covenants and agrees to timely pay to Agent, for its own account, the fees and other expenses set forth in the Agent Fee Letter at the times and in the amounts specified therein.

1.10 Payments by the Credit Parties.

(a) All payments (including prepayments) to be made by each Credit Party on account of principal, interest, fees and other amounts required hereunder shall (i) be made without set-off, recoupment, counterclaim or deduction of any kind, (ii) unless otherwise expressly provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify by written notice to the Purchasers and the Issuer in accordance with Section 9.2), including payments utilizing the ACH system, and (iii) be made in Dollars and by wire transfer or ACH transfer in immediately available funds

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(which shall be the exclusive means of payment hereunder), no later than noon (New York City time) on the date due. Any payment which is received by Agent later than noon (New York City time) shall be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. The Issuer and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral.

(b) Subject to the provisions set forth in the definition of “Interest Period” herein, if any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

(c) After any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), the Required Purchasers may by written notice to the Issuer and the Purchasers require that any and all payments made by or on behalf of any Credit Party in respect of any Obligation (including proceeds of Collateral) shall be applied in accordance with clauses first through sixth below:

first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the Credit Parties under the Note Documents;

second, to payment of costs and expenses, including Attorney Costs, of the Purchasers payable or reimbursable by the Credit Parties under the Note Documents;

third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent and the Purchasers;

fourth, to payment of principal of the Obligations;

fifth, to payment of any other amounts owing constituting Obligations; and

sixth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto, including the Issuer, as the case may be.

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Purchasers or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above.

1.11 Settlement. With respect to any payment of principal, interest, fees and other amounts in respect of any Term Loan received by Agent from the Issuer prior to noon (New York City time) on any Business Day, Agent shall pay to each applicable Purchaser such Purchaser’s Commitment Percentage of such payment by wire transfer to such Purchaser (at the address for payment specified in the signature page hereof in relation to such Purchaser or such other address as any Purchaser may from time to time specify by written notice to Agent) not later than 2:00 p.m. (New York City time) on such Business Day, and, in the case of any such payment received by Agent from the Issuer later than noon (New York City time) on any Business Day, Agent shall pay to each applicable Purchaser such Purchaser’s Commitment Percentage of such payment by wire transfer to such Purchaser not later than 2:00 p.m. (New York City time) on the next Business Day.    

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1.12 Incremental Term Loans.

(a) The Issuer may, by written notice to the Purchasers and Agent from time to time, request Incremental Term Loan Commitments, in an aggregate amount not to exceed the Incremental Term Loan Amount, from one or more Incremental Term Loan Purchasers, each of which must be (i) an existing Purchaser, (ii) any Affiliate or Approved Fund of any existing Purchaser or (iii) any other Person that is not a Restricted Purchaser and is otherwise acceptable to the Required Purchasers (which acceptance shall not be unreasonably withheld or delayed) and the Issuer. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments being requested (which shall be in minimum increments of $1,000,000 and a minimum amount of $5,000,000 or such lesser amount equal to the remaining Incremental Term Loan Amount), (ii) the date on which such Incremental Term Loan Commitments are requested to become effective (which shall not be less than 10 Business Days nor more than 60 days after the date of such notice), and (iii) whether such Incremental Term Loan Commitments are commitments to purchase notes issued by the Issuer evidencing term loan debt with terms identical to the terms of the existing Term Loans or commitments to purchase notes issued by the Issuer evidencing term loan debt with a different maturity date than the then existing Term Loans or with pricing terms different from the pricing terms of the then existing Term Loans (the term loans with such different pricing terms are referred to herein as the “Other Term Loans” and the related Incremental Term Loan Commitments as the “Other Term Loan Commitments”). The Issuer will first seek Incremental Term Loan Commitments from existing Purchasers (each of which shall be entitled to agree or decline to participate in its sole discretion) and, if additional commitments are needed, from additional banks, financial institutions and other institutional lenders who will become Incremental Term Loan Purchasers in connection therewith. The Issuer and each Incremental Term Loan Purchaser shall execute and deliver (and provide a copy of the same to each Purchaser and Agent) an Incremental Term Loan Assumption Agreement and such other documentation as the Required Purchasers shall reasonably specify to evidence the Incremental Term Loan Commitment of each Incremental Term Loan Purchaser. The terms and provisions of the Incremental Term Loans shall be identical to those of the then existing Term Loans, except as otherwise set forth herein. If the initial pricing terms on the requested Other Term Loans (as determined by the Purchasers to be equal to the sum of (x) the margin above LIBOR on the requested Other Term Loans (inclusive of any interest rate floors), (y) any OID with respect to the requested Other Term Loans and (z) any upfront fees, but excluding arrangement, structuring and underwriting fees or similar fees not paid to the Purchasers generally that are paid or payable to MPEH, MLKK or their Affiliates or any other arranger, divided by the lesser of (A) the average life to maturity of such Other Term Loans and (B) four) exceeds the pricing terms of any of the then existing Term Loans (as determined by the Purchasers with respect to each such existing Term Loan to be equal to the sum of (x) the Applicable Margin for such existing Term Loans that are LIBOR Rate Loans (inclusive of any interest rate floors), (y) any OID with respect to such existing Term Loan and (z) any upfront fees, but excluding arrangement, structuring and underwriting fees or similar fees not paid to the Purchasers generally that are paid or payable to MPEH, MLKK or their Affiliates or any other arranger, divided by the lesser of (A) the average life to maturity of such existing Term Loans and (B) four) by more than 50 basis points, then the pricing terms then in effect for each such

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existing Term Loan shall automatically be increased to the extent necessary such that the pricing terms (inclusive of any OID) of each such existing Term Loans is equal to the pricing terms of the requested Other Term Loans minus 50 basis points, effective upon the purchase of notes issued by the Issuer evidencing the requested Other Term Loans; provided that, to the extent the pricing terms on the requested Other Term Loans is greater than the pricing terms with respect to such existing Term Loans solely as a result of a higher interest rate floor, then the interest rate margin increase shall be effectuated solely by increasing the interest rate floor on the applicable existing Term Loans, as applicable. The final maturity date of any Incremental Term Loans that are a separate tranche shall be no earlier than the maturity date of the Initial Term Loans and the Weighted Average Life to Maturity of any such Incremental Term Loans shall not be shorter than the remaining Weighted Average Life to Maturity of the Initial Term Loans.

(b) The Issuer shall promptly notify each Purchaser and Agent as to the effectiveness of each Incremental Term Loan Assumption Agreement. Notwithstanding the foregoing, no Incremental Term Loan Commitment shall become effective under this Section 1.12 unless (i) on the date of such effectiveness, (x) each representation and warranty by any Credit Party contained herein or in any other Note Document shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date (in which event such representation or warranty shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such earlier date, and (y) no Default or Event of Default shall then exist or be reasonably expected to result after giving effect to the Incremental Term Loans to be made pursuant thereto and the Purchasers shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Issuer, provided that, if the proceeds thereof are intended to and shall be used to finance a Permitted Acquisition subject to customary “funds certain provisions”, no Default or Event of Default under Section 7.1(a), 7.1(f) or 7.1(g) shall exist and the condition set forth in clause (i)(x) above shall be limited to the Specified Representations and those representations included in the related acquisition agreement that are material to the interests of the Purchasers and only to the extent that the Issuer (or the applicable Credit Party) or Subsidiary has the right to terminate its obligations under such acquisition agreement as a result of a breach of such representations, (ii) except as otherwise specified in the applicable Incremental Term Loan Assumption Agreement, the Purchasers shall have received legal opinions, board resolutions and other closing certificates reasonably requested by the Required Purchasers and consistent with those delivered on the Original Closing Date under Section 2.1, (iii) after giving effect to such Incremental Term Loan Commitment and the Incremental Term Loans to be made thereunder and the application of the proceeds therefrom (x) the Issuer shall be in compliance with the financial covenant set forth in Section 6.2 (and the financial covenant set forth in Section 6.2 of the First Lien Credit Agreement) on a pro forma basis, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered hereunder and (y) the First Lien Net Leverage Ratio and the Leverage Ratio on a pro forma basis, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered hereunder, would be less than or equal to 3.40 to 1.00 and 4.75 to 1.00, respectively, (iv) to the extent reasonably necessary to maintain the continuing priority of the Lien of the Mortgages as security for the Obligations, as determined by the Required Purchasers in their reasonable discretion (x) the applicable Credit Party to any Mortgages shall have entered into, and delivered to the Purchasers, at the direction and in the reasonable discretion of the Required Purchasers a mortgage modification in proper

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form for recording in the relevant jurisdiction and in a form reasonably satisfactory to the Required Purchasers, (y) the Issuer shall have caused to be delivered to Agent for the benefit of the Secured Parties an endorsement to the title insurance policy, date down(s) or other evidence reasonably satisfactory to the Required Purchasers, insuring that the priority of the Lien of the Mortgages as security for the Obligations has not changed and confirming and/or insuring that since the issuance of the title insurance policy there has been no change in the condition of title and there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the Mortgages (other than those expressly permitted by Section 5.1) and (z) the Issuer shall have delivered, at the request of the Required Purchasers or Agent, to Agent and the Purchasers and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the Mortgages as security for the Obligations, and (v) any Incremental Term Loan will rank pari passu in right of payment and pari passu with respect to security with the other Term Loans, and (vi) unless otherwise permitted pursuant to the terms of this Section 1.12, the terms applicable to each Incremental Term Loan shall be consistent with the terms applicable to all other Term Loans.

(c) Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Term Loan, this Agreement shall be amended (with prior notice thereof to Agent) to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Term Loans evidenced thereby, and any joinder agreement or amendment (an “Incremental Amendment”) may without the consent of the other Purchasers effect such amendments to this Agreement and the other Note Documents as may be necessary or appropriate, in the reasonable opinion of the Required Purchasers and the Issuer, to effectuate the provisions of this Section 1.12, and, for the avoidance of doubt, this Section 1.12 shall supersede any provisions in Section 9.1. From and after such effectiveness, the Term Loans and Term Loan Commitments established pursuant to this Section 1.12 shall constitute Term Loans and Term Loan Commitments under, and shall be entitled to all the benefits afforded by, this Agreement and the other Note Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the applicable Collateral Documents. The Credit Parties shall take any actions reasonably required by the Required Purchasers and Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Term Loans and Term Loan Commitments.

(d) Each of the parties hereto hereby agrees that the Required Purchasers may, in consultation with the Issuer, take any and all action as may be reasonably necessary to ensure that all Incremental Term Loans (other than Other Term Loans), when originally made, are included in each borrowing of outstanding Term Loans on a pro rata basis. This may be accomplished by requiring each outstanding borrowing of LIBOR Rate Loans to be converted into a borrowing of Base Rate Loans on the date of each Incremental Term Loan, or by allocating a portion of each Incremental Term Loan to each outstanding borrowing of LIBOR Rate Loans on a pro rata basis. Any conversion of LIBOR Rate Loans to Base Rate Loans required by the preceding sentence shall be subject to Section 10.4. If any Incremental Term Loan is to be allocated to an existing Interest Period for a borrowing of LIBOR Rate Loans, then the interest rate thereon for such Interest Period and the other economic consequences thereof shall be as set forth in the applicable Incremental Term Loan Assumption Agreement.

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ARTICLE IIARTICLE II

CONDITIONS PRECEDENT

2.1 Conditions of Initial Term Loans. The effectiveness of this Agreement and the obligation of each Purchaser to purchase Notes evidencing the Initial Term Loan hereunder on the Original Closing Date is subject to satisfaction of the following conditions:

(a) Note Documents. Agent and the Purchasers shall have received on or before the Original Closing Date all of the agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Exhibit 2.1.

(b) Maximum Leverage. The Issuer shall have delivered evidence to the satisfaction of the Purchasers demonstrating that:

(i)after giving effect to the consummation of the Closing Date Related Transactions, payment of all costs and expenses in connection therewith and the funding of the Initial Term Loans, the First Lien Net Leverage Ratio (calculated to permit the netting of up to $6,000,000 in unrestricted cash and Cash Equivalents of Holdings and its Subsidiaries in spite of the fact that the Credit Parties shall not have delivered Control Agreements with respect thereto as of the Original Closing Date) as of the Original Closing Date shall not be greater than 3.50 to 1.00; provided that (a) the numerator of such ratio shall be calculated solely based upon pro forma indebtedness for borrowed money as of the Original Closing Date and (b) the denominator of such ratio shall be Adjusted EBITDA of the Issuer and its Subsidiaries for the twelve (12) month period ending March 31, 2016, which Adjusted EBITDA shall be deemed to be $15,763,270 (“Closing Date Adjusted EBITDA”); and

(ii) after giving effect to the consummation of the Closing Date Related Transactions, payment of all costs and expenses in connection therewith and funding of the Initial Term Loans, the Leverage Ratio (calculated to permit the netting of up to $6,000,000 in unrestricted cash and Cash Equivalents of Holdings and its Subsidiaries in spite of the fact that the Credit Parties shall not have delivered Control Agreements with respect thereto as of the Original Closing Date) shall not be greater than 4.85 to 1.00; provided that (a) the numerator of such ratio shall be calculated solely based upon pro forma indebtedness for borrowed money as of the Original Closing Date and (b) the denominator of such ratio shall be the Original Closing Date Adjusted EBITDA.

(c) Equity Structure. The Sponsor and/or its Controlled Investment Affiliates and other co-investors reasonably acceptable to the Purchasers shall have invested a minimum of 30.0% of the total pro forma capitalization of the Issuer and its Subsidiaries on the Original Closing Date, directly or indirectly, in the form of cash equity into the capital stock or other equity securities of the Issuer, it being understood that investments in preferred equity securities must be on terms and conditions reasonably satisfactory to the Purchasers.

(d) Repayment of Prior Lender Obligations. (i) Agent and the Purchasers shall have received a fully executed pay-off letter reasonably satisfactory to the Purchasers

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confirming that all obligations owing by any Credit Party to a lender (each, a “Prior Lender”) under any Prior Indebtedness will be repaid in full from the proceeds of the initial Term Loans and borrowings under the First Lien Credit Agreement and all Liens upon any of the Property of the Credit Parties or any of their Subsidiaries in favor of such Prior Lender shall be terminated by such Prior Lender immediately upon such payment; and (ii) all letters of credit issued or guaranteed by each Prior Lender shall have been cash collateralized, or supported by a backup letter of credit, as mutually agreed upon by the Purchasers, the Issuer and such Prior Lender.

(e) Closing Date Merger. The Closing Date Merger Agreement shall have been completed in form and substance reasonably satisfactory to the Purchasers (it being understood that the version of the Closing Date Merger Agreement previously provided to Agent on March 13, 2016 is satisfactory to Purchasers). The Closing Date Merger shall have been consummated or, substantially simultaneously herewith shall be consummated, in accordance with the terms of the Closing Date Merger Agreement (without any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the Purchasers without the consent of the Required Purchasers, such consent not to be unreasonably withheld, delayed or conditioned).

(f) First Lien Facility. The Issuer shall have received simultaneously with the funding of the initial Loans hereunder on the Original Closing Date $50,000,000 in gross cash proceeds from the Term Loans (as defined on the Closing Date in the First Lien Credit Agreement (in effect as of the Original Closing Date)) to be advanced on the Original Closing Date.

(g) No Litigation. No order, injunction or judgment has been entered into prohibiting the closing of the credit facilities to be extended hereunder.

(h) Evidence of Solvency. Agent and the Purchasers shall have received a certificate of a Responsible Officer of the Issuer, certifying that the Issuer and each of the Guarantors on a consolidated basis, after incurring all Indebtedness hereunder and under the First Lien Credit Agreement on the Original Closing Date, will be Solvent as of the Original Closing Date.

(i) Required Information. Agent and the Purchasers shall have received (a) unaudited consolidated balance sheets and related statements of income and cash flows of the Issuer for each fiscal month ended after December 31, 2014 and at least forty-five (45) days prior to the Original Closing Date and (b) a pro forma consolidated balance sheet of the Issuer as of the last day of the most recently completed fiscal month ended at least forty-five (45) days prior to the Original Closing Date, prepared after giving pro forma effect to the Closing Date Related Transactions; provided that each such pro forma financial statement shall be prepared in good faith by the Issuer.

(j) Material Adverse Effect. Since March 13, 2016, there has been no “Material Adverse Effect” (as such term is defined in the Closing Date Merger Agreement).

(k) Representations and Warranties. The Specified Representations shall be true and correct in all material respects (without duplication of any materiality qualifier

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contained therein) and the representations and warranties regarding the Issuer and its Subsidiaries in the Closing Date Merger Agreement as are material to the interests of Agent and the Purchasers shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein), but only to the extent that Holdings or its Affiliates have the right to terminate (taking into account applicable cure provisions) their obligations under the Closing Date Merger Agreement (or the right not to consummate the Closing Date Merger pursuant to the Closing Date Merger Agreement) as a result of a failure of such representations and warranties to be true and correct.

(l) PATRIOT Act. Agent and the Purchasers shall have received, at least five (5) days prior to the Original Closing Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, that is requested in writing by such Purchaser at least ten (10) days prior to the Original Closing Date.

(m) Upfront Fees; Expenses; Agent Fees. Payment of all fees and expenses required to be paid on the Original Closing Date pursuant to the Commitment Letter (including, without limitation, the “Upfront Fee” identified therein) and the Agent Fee Letter shall have been paid on or prior to the Original Closing Date.

ARTICLE IIIARTICLE III

REPRESENTATIONS AND WARRANTIES

The Credit Parties, jointly and severally, represent and warrant to Agent and each Purchaser that the following are, and after giving effect to the Closing Restatement Effective Date Related Transactions will be, true, correct and complete:

3.1 Corporate Existence and Power. Each Credit Party and each of their respective Subsidiaries is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and, to the extent applicable with respect to the subject jurisdiction, in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable;

(b) has the corporate, limited liability company or partnership, as applicable, power and authority and all material governmental licenses, authorizations, Permits, consents and approvals to (i) own its assets, (ii) carry on its business and (iii) execute, deliver, and perform its obligations under, the Note Documents and the Closing Restatement Effective Date Related Agreements to which it is a party;

(c) is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and licensed and, to the extent applicable with respect to the subject jurisdiction, in good standing, under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification or license; and

(d) is in compliance with all Requirements of Law;

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except, in each case referred to in clause (b)(i), (b)(ii), (c) or (d), to the extent that the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

3.2 Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Credit Parties of this Agreement and by each Credit Party and each of their respective Subsidiaries of any other Note Document and the Closing Restatement Effective Date Related Agreements to which such Person is party, have been duly authorized by all necessary corporate, limited liability company or partnership, as applicable, action, and do not and will not contravene the terms of any of that Person’s Organization Documents;

(b) except as specifically disclosed in Schedule 3.2(b), conflict with or result in any material breach or contravention of, or result in the creation of any Lien (other than Liens under the Note Documents) under, any document evidencing any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject; or

(c) violate any material Requirement of Law in any material respect.

3.3 Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party or any Subsidiary of any Credit Party of this Agreement, any other Note Document or any Closing Restatement Effective Date Related Agreement except (a) for recordings and filings in connection with the Liens granted to Agent under the Collateral Documents and the Liens granted to the First Lien Agent under the First Lien Indebtedness Documents, (b) those obtained or made on or prior to the Closing Restatement Effective Date and, in the case of the Closing Restatement Effective Date Related Agreements, those obtained or made on or prior to the Closing Restatement Effective Date and (c) in the case of any Closing Restatement Effective Date Related Agreement, those which, if not obtained or made, would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

3.4 Binding Effect. This Agreement and each other Note Document and Closing Restatement Effective Date Related Agreement to which any Credit Party or any Subsidiary of any Credit Party is a party constitute the legal, valid and binding obligations of each such Person which is a party thereto, enforceable against such Person in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

3.5 Litigation. There are no actions, suits, proceedings, claims or disputes pending, or to the best knowledge of each Credit Party, threatened, at law, in equity, in arbitration or before any Governmental Authority, against any Credit Party, any Subsidiary of any Credit Party or any of their respective Properties which:

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(a) purport to affect or pertain to this Agreement, any other Note Document or Closing Restatement Effective Date Related Agreement, or any of the transactions contemplated hereby or thereby;

(b) except as specifically disclosed in Schedule 3.5, as of the Closing Restatement Effective Date would reasonably be expected to result in equitable relief or monetary judgment(s), individually or in the aggregate, in excess of $2,000,000 (in each case excluding that portion of any such equitable relief or monetary judgments that is covered by either (i) insurance to the extent the relevant independent third-party insurer has not denied coverage therefore or (ii) an indemnification agreement as to which the indemnifying party has not denied liability); or

(c) would reasonably be expected to result in equitable relief or monetary judgment(s), individually or in the aggregate that would reasonably be expected to have a Material Adverse Effect.

No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement, any other Note Document or any Closing Restatement Effective Date Related Agreement, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided. As of the Closing Restatement Effective Date, except as set forth on Schedule 3.5, no Credit Party or any Subsidiary of any Credit Party is the subject of an audit or, to each Credit Party’s knowledge, any review or investigation by any Governmental Authority (excluding the IRS and other taxing authorities) concerning the violation or possible violation of any Requirement of Law.

3.6 No Default. No Default or Event of Default exists or would result from the incurring of any Obligations by any Credit Party or the grant or perfection of Agent’s Liens on the Collateral or the consummation of the Closing Restatement Effective Date Related Transactions. No Credit Party and no Subsidiary of any Credit Party is in default under or with respect to any Contractual Obligation in any respect which, individually or together with all such defaults, would reasonably be expected to have a Material Adverse Effect.

3.7 ERISA Compliance. Schedule 3.7(a) sets forth, as of the Closing Restatement Effective Date, a complete and correct list of, and that separately identifies, (a) all Title IV Plans and (b) all Multiemployer Plans. Except as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Credit Party, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Credit Party incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. Except as set forth on Schedule 3.7(b), as of the Closing Restatement Effective Date, no ERISA Event has occurred in connection with which any Credit Party or, to the knowledge of the Credit Parties, any ERISA Affiliate has any material obligations and liabilities which remain outstanding.

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3.8 Use of Proceeds; Margin Regulations. The proceeds of the Term Loans are intended to be and shall be used solely for the purposes set forth in and permitted by Section 4.10, and are intended to be and shall be used in compliance with Section 5.8. No Credit Party and no Subsidiary of any Credit Party is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or “carrying” (as such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect) Margin Stock. Proceeds of the Term Loans shall not be used for the purpose of purchasing or “carrying” (as such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect) Margin Stock. As of the Closing Restatement Effective Date, except as set forth on Schedule 3.8, no Credit Party and no Subsidiary of any Credit Party owns any Margin Stock.

3.9 Ownership of Property; Liens. As of the Closing Restatement Effective Date, the real estate listed in Schedule 3.9 constitutes all of the Owned Real Estate with a fair market value in excess of $300,000 (“Material Real Estate”) and all of the Leased Real Estate. Each of the Credit Parties and each of their respective Subsidiaries has good record and marketable title in fee simple to all Material Real Estate, and valid leasehold interests in all Leased Real Estate, subject only to Permitted Liens, and good and valid title to all material owned personal property and valid leasehold interests in all material leased personal property, subject only to Permitted Liens, in each instance, necessary or material in the ordinary conduct of their respective businesses. None of the Property of any Credit Party or any Subsidiary of any Credit Party is subject to any Liens other than Permitted Liens. As of the Closing Restatement Effective Date, Schedule 3.9 also describes any purchase options, rights of first refusal or other similar material contractual rights pertaining to any Owned Real Estate. All permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect, except where the failure to have such permits would not reasonably be expected to result in a Material Adverse Effect.

3.10 Taxes. All federal income and all material state, local and foreign income and franchise and other material tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities, all such Tax Returns are true and correct in all material respects, and all taxes, assessments and other governmental charges and impositions reflected therein and all other material taxes otherwise due and payable have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP. Except as set forth in Schedule 3.10, as of the Closing Restatement Effective Date, no material Tax Return of any Tax Affiliate is under audit or examination by any Governmental Authority and no written notice of any audit or examination or any assertion of any claim for Taxes has been given or made by any Governmental Authority. All material amounts of Taxes have been withheld by each Tax Affiliate from their respective employees for all periods in compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a “listed transaction” within the meaning of Treasury regulation Section 1.6011-4(b)(2).

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3.11 Financial Condition.

(a) The unaudited interim consolidated balance sheet of the Company and its Subsidiaries for the fiscal month ended on February  29January 31, 2016 2017, and the related unaudited consolidated statements of income, cash flows and changes in stockholders’ equity for the two (2thirteen (13) fiscal months then ended:

(i) (x)were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack of footnote disclosures; and

(ii) (y)present fairly in all material respects the consolidated financial condition of the Issuer and its Subsidiaries as of the dates thereof and results of operations for the periods covered thereby.

(b) The pro forma unaudited consolidated balance sheet of the Issuer and its Subsidiaries dated as of February 29January 31, 2016 2017 delivered on the Closing Restatement Effective Date was prepared by the Issuer giving pro forma effect to the funding of the Initial Term Loans and Closing Restatement Effective Date Related Transactions, was based on the unaudited consolidated balance sheet of the Issuer and its Subsidiaries dated as of February 29January 31, 2016 2017, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP.

(c) Since March 13, 2016, there has been no Material Adverse Effect.

(d) The Credit Parties and their Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 5.5 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 5.9.

(e) All financial performance projections delivered to Agent and the Purchasers, including the financial performance projections delivered on or prior to the Original Closing Date represent the Issuer’s best good faith estimate of future financial performance and are based on assumptions believed when made by the Issuer to be fair and reasonable at the time made in light of then-current market conditions, it being acknowledged and agreed by Agent and Purchasers that projections as to future events are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Credit Parties’ control, and that projections are not guaranties of financial performance and that the actual results during the period or periods covered by such projections may differ from the projected results and that such differences may be material.

3.12 Environmental Matters. Except as set forth in Schedule 3.12 and except where any failures to comply would not reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect, (a) the operations of each Credit Party and each Subsidiary of each Credit Party are and have been at all times (or, solely with respect to Property not currently managed by the Credit Parties, for the past three (3) years), in compliance with all

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applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, (b) no Credit Party and no Subsidiary of any Credit Party is party to, and no Credit Party and no Subsidiary of any Credit Party and no Real Estate currently (or to the knowledge of any Credit Party previously) owned, leased, subleased, operated or otherwise occupied by or for any such Person is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Credit Party, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice, in each case arising under or relating to any Environmental Law, (c) no Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities has attached to any Property of any Credit Party or any Subsidiary of any Credit Party and, to the knowledge of any Credit Party, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such Property, (d) no Credit Party and no Subsidiary of any Credit Party has caused or suffered to occur a Release of Hazardous Materials at, to or from any Real Estate in violation of any Environmental Law or for which there is any liability or obligation under Environmental Laws to perform any investigation or remedial action, or to make any notification, (e) to the knowledge of any Credit Party, all Real Estate currently or previously owned, leased, subleased, operated or otherwise occupied by or for any such Credit Party and each Subsidiary of each Credit Party is free of contamination by any Hazardous Materials in violation of any Environmental Law or for which there is any liability or obligation under Environmental Laws to perform any investigation or remedial action, or to make any notification and (f) no Credit Party and no Subsidiary of any Credit Party (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations in violation of any Environmental Law or (ii) knows of any facts, circumstances or conditions reasonably constituting notice of a violation of any Environmental Law, including receipt of any information request or notice of potential responsibility under the Comprehensive Environmental Response, Compensation and Liability Act or similar Environmental Laws.

3.13 Regulated Entities. None of any Credit Party, any Person controlling any Credit Party or any Subsidiary of any Credit Party, is (a) an “investment company” within the meaning of the Investment Company Act of 1940 or (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other federal or state statute, rule or regulation limiting its ability to incur Indebtedness, pledge its assets or perform its obligations under the Note Documents.

3.14 Solvency. Both immediately before and after giving effect to (a) the Term Loans made on or prior to the date this representation and warranty is made or remade, (b) the disbursement of the proceeds of such Term Loans to or as directed by the Issuer, (c) the consummation of the Closing Restatement Effective Date Related Transactions and (d) the payment and accrual of all transaction costs in connection with the foregoing, the Credit Parties taken as a whole are Solvent.

3.15 Labor Relations. There are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Credit Party, threatened) against or involving any Credit Party or any Subsidiary of any Credit Party, except for those that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.15, as of the Closing Restatement Effective Date, (a) there is no collective bargaining

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or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Credit Party or any Subsidiary of any Credit Party, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Credit Party or any Subsidiary of any Credit Party and (c) to the knowledge of the Credit Parties, within the last five (5) years prior to the Closing Restatement Effective Date, no such representative has sought certification or recognition with respect to any employee of any Credit Party or any Subsidiary of any Credit Party.

3.16 Intellectual Property. Each Credit Party and each Subsidiary of each Credit Party owns, licenses or otherwise has the valid right to use, all Intellectual Property sufficient for each Credit Party and each Subsidiary of each Credit Party to conduct its business as currently conducted except for such Intellectual Property the failure of which to own or license would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge of each Credit Party, (a) the conduct and operations of the businesses of each Credit Party and each Subsidiary of each Credit Party does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property or IP Ancillary Rights owned by any other Person and (b) no other Person has contested any right, title or interest of any Credit Party or any Subsidiary of any Credit Party in, or relating to, any Intellectual Property or IP Ancillary Rights, other than, in each case, as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.17 Brokers’ Fees; Transaction Fees. Except as disclosed on Schedule 3.17 and except for fees payable to Agent, the Purchasers, the First Lien Agent and the First Lien Lenders, none of the Credit Parties or any of their respective Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s fee in connection with the transactions contemplated hereby.

3.18 Insurance. Each of the Credit Parties and each of their respective Subsidiaries and their respective Properties are insured as required by Section 4.6. A true and complete listing as of the Closing Restatement Effective Date of such insurance, including issuers, coverages and deductibles, has been provided to Agent and the Purchasers.

3.19 Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Restatement Effective Date, no Credit Party and no Subsidiary of any Credit Party (a) has any Subsidiaries, or (b) is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable (in the case of Stock issued by a corporation), and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Issuer and Subsidiaries of the Issuer, those in favor of Agent and, subject to the Intercreditor Agreement, the First Lien Agent, for the benefit of the Secured Parties and the secured parties under the First Lien Indebtedness Documentation, respectively. All such securities were issued in compliance in all material respects with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party, each Subsidiary of each Credit Party and, as of the Closing Restatement Effective Date, Holdings, is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar

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rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart (after giving effect to the Closing Date MergerRestatement Effective Date Related Transactions) of Holdings and all of its Subsidiaries, which the Credit Parties shall update upon notice to the Purchasers promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary. As of the Closing Restatement Effective Date, (x) the Certificate of Ownership and Merger merging Initial Issuer KAMD Merger Sub II, Inc., a Delaware corporation with and into the Company Spinal Elements (the “Certificate of Merger”) has been reviewed and approved by the Georgia Delaware Secretary of State, and (y) upon filing and acceptance of the Certificate of Merger, the Closing Restatement Effective Date Merger will be effective.

3.20 Jurisdiction of Organization; Chief Executive Office. Schedule 3.20 lists (a) each Credit Party’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Credit Party’s chief executive office or sole place of business, in each case as of the date hereof Restatement Effective Date and (b) all jurisdictions of organization and legal names of such Credit Party for the five years preceding the Closing Restatement Effective Date.

3.21 Deposit Accounts and Other Accounts. Schedule 3.21 lists all banks and other financial institutions at which any Credit Party maintains deposit or other accounts as of the Closing Restatement Effective Date, and such Schedule correctly identifies the name, address and any other relevant contact information reasonably requested by the Purchasers with respect to each depository, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

3.22 Bonding. Except as set forth in Schedule 3.22, as of the Closing Restatement Effective Date, no Credit Party is a party to or bound by any surety bond agreement, indemnification agreement therefor or bonding requirement with respect to products or services sold by it.

3.23 Closing Date Merger Agreement. As of the Original Closing Date, the Issuer has delivered to Agent and the Purchasers a complete and correct copy of the Closing Date Merger Agreement (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other material documents delivered pursuant thereto or in connection therewith). No Credit Party is in default in the performance or compliance with any material provisions thereof. The Closing Date Merger Agreement complies in all material respects with, and the Closing Date Merger has been consummated or substantially simultaneously herewith shall be consummated in all material respects in accordance with, all applicable Requirements of Law. The Closing Date Merger Agreement is in full force and effect as of the Original Closing Date and has not been terminated, rescinded or withdrawn.

3.24 Status of Holdings. Holdings has not engaged in any business activities and does not own any Property other than (i) ownership of its respective portion of the Stock and Stock Equivalents of the Issuer, (ii) activities and contractual rights incidental to maintenance of its corporate existence or to its participation in tax, accounting or other administrative matters as a

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member of the consolidated group of the Credit Parties, (iii) performance of its obligations under the Note Documents and the Closing Restatement Effective Date Related Agreements to which it is a party, (iv) issuing, selling and redeeming its own Stock or Stock Equivalents to the extent permitted under this Agreement, (v) preparing reports to, and preparing and making notices to and filings with Governmental Authorities and to the holders of its Stock and Stock Equivalents, (vi) incurring liability under the Note Documents, Indebtedness and other obligations permitted to be incurred by it under this Agreement and liabilities imposed by Requirements of Law, (vii) providing indemnification to its officers and directors, (viii) non-operational activities as necessary to consummate any Permitted Acquisition or any other Investment permitted under Section 5.4, (ix) receipt and payment of dividends permitted by Section 5.11, (x) activities in connection with preparation for an Initial Public Offering and (xi) activities incidental to the foregoing.

3.25 First Lien Indebtedness Documents. As of the Closing Restatement Effective Date, the Issuer has delivered to Agent and the Purchasers a complete and correct copy of the First Lien Indebtedness Documents (including all schedules, exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection therewith).

3.26 Full Disclosure. None of the representations or warranties made by any Credit Party in the Note Documents as of the date such representations and warranties are made or deemed made, and none of the written statements (other than projections which are subject to the requirements of Section 3.11(e)) about any Credit Party or any of its Subsidiaries contained in each exhibit, report, statement or certificate furnished to Agent or the Purchasers by or on behalf of any Credit Party or any of their Subsidiaries in connection with the Note Documents (including the offering and disclosure materials, if any, delivered by or on behalf of any Credit Party to Agent or the Purchasers prior to the Closing Restatement Effective Date), when taken as a whole, contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not materially misleading as of the time when made or delivered.

3.27 Foreign Assets Control Regulations and Anti-Money Laundering. Each Credit Party and each Subsidiary of each Credit Party is and will remain in compliance in all material respects with all U.S. economic sanctions laws, Executive Orders and implementing regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Credit Party and no Subsidiary or Person directly or indirectly controlling (as the term “control” is determined pursuant to the second sentence of the definition of the term “Affiliate” hereunder) of a Credit Party (i) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such Person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any Person on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Note Document would be prohibited under U.S. law.

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3.28 PATRIOT Act, Etc. To the extent applicable, each Credit Party and each Subsidiary of each Credit Party is in compliance with (a) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department and any other enabling legislation or executive order relating thereto, (b) the PATRIOT Act and (c) other federal or state laws relating to “know your customer” and anti-money laundering rules and regulations. No part of the proceeds of any Term Loan will be used directly or indirectly for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.

3.29 Regulatory Matters.

(a) Schedule 3.29 sets forth, as of the Closing Restatement Effective Date, a complete and correct list of all Registrations held by each Credit Party and its Subsidiaries. Such listed Registrations are the only Registrations that are required for the Credit Parties and their Subsidiaries to conduct their respective businesses as presently conducted or as proposed to be conducted. Each Credit Party and its Subsidiaries has, and it and its Products are in conformance with, all Registrations required to conduct its respective businesses as now or currently proposed to be conducted except where the failure to have such Registrations would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge of each Credit Party and its Subsidiaries, neither the FDA nor other Governmental Authority is considering limiting, suspending, or revoking such Registrations or changing the marketing classification, labeling or any other parameter of the Products of the Credit Parties or any of their respective Subsidiaries, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge of each Credit Party and its Subsidiaries, there is no false or misleading information or significant omission in any product application or other submission to the FDA or other Governmental Authority administering Public Health Laws, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. The Credit Parties and their respective Subsidiaries have fulfilled and performed their obligations under each Registration, and to the knowledge of each Credit Party and its Subsidiaries, no event has occurred or condition or state of facts exists which would constitute a breach or default, or would cause revocation or termination of any such Registration, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge of each Credit Party and its Subsidiaries, no event has occurred or condition or state of facts exist which presents, or threatens to present, liability related to Regulatory Matters that would constitute, either individually or in the aggregate, a Material Adverse Effect. To the knowledge of each Credit Party and its Subsidiaries, any third party that is a manufacturer or contractor for the Credit Parties or any of their respective Subsidiaries is in compliance with all Registrations required by the FDA or comparable Governmental Authority and all Public Health Laws insofar as they reasonably pertain to the Products of the Credit Parties and their respective Subsidiaries, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

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(b) Each Credit Party and its Subsidiaries and, to their knowledge, their respective contract manufacturers are, and have been for the past three calendar years, in compliance with, and all Products designed, developed, investigated, manufactured, prepared, assembled, packaged, tested, labeled, distributed, sold or marketed by or on behalf of the Credit Parties or their respective Subsidiaries that are subject to Public Health Laws have been and are being designed, developed, investigated, manufactured, prepared, assembled, packaged, tested, labeled, distributed, sold and marketed in compliance with the Public Health Laws, including but not limited to, the Quality System Regulation set forth in 21 C.F.R. Part 820, or comparable quality management system, including, but not limited to, ISO 13485, as applicable, or any other applicable Requirement of Law, including, without limitation, clinical and non-clinical evaluation, product approval or clearance, premarketing notification, good manufacturing practices, labeling, advertising and promotion, record-keeping, establishment registration and device listing, reporting of recalls and adverse event reporting, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(c) No Credit Party nor its Subsidiaries is subject to any obligation arising under an administrative or regulatory action, proceeding, investigation or inspection by or on behalf of a Governmental Authority, warning letter, notice of violation letter, consent decree, request for information or other notice, response or commitment made to or with a Governmental Authority with respect to Regulatory Matters, and, to the knowledge of each Credit Party and its Subsidiaries, no such obligation has been threatened in writing, in each case, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. There is no act, omission, event, or circumstance of which any Credit Party or any of its Subsidiaries has knowledge that would reasonably be expected to give rise to or lead to, any civil, criminal or administrative action, suit, demand, claim, complaint, hearing, investigation, demand letter, warning letter, proceeding or request for information pending against any Credit Party or its Subsidiaries, and, to each Credit Party’s and its Subsidiary’s knowledge, no Credit Party nor its Subsidiaries has any liability (whether actual or contingent) for failure to comply with any Public Health Laws, in each case, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. There has not been any violation of any Public Health Laws by any Credit Party or its Subsidiaries in its product development efforts, submissions, record keeping and reports to the FDA or any other Governmental Authority that could reasonably be expected to require or lead to investigation, corrective action or enforcement, regulatory or administrative action that would reasonably be expected, in the aggregate, to have a Material Adverse Effect. As of the Closing Restatement Effective Date, to the knowledge of each Credit Party and each of their respective Subsidiaries, there are no civil or criminal proceedings relating to any Credit Party or any of its Subsidiaries or any officer, director or employee of any Credit Party or Subsidiary of any Credit Party that involve a matter within the FDA’s jurisdiction.

(d) As of the Closing Restatement Effective Date, no Credit Party nor its Subsidiaries is undergoing any inspection related to the Regulatory Matters that would reasonably be expected, in the aggregate, to have a Material Adverse Effect.

(e) During the period of three calendar years immediately preceding the Closing Restatement Effective Date, no Credit Party nor any Subsidiary of any Credit Party has introduced into commercial distribution any Products manufactured by or on behalf of any Credit

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Party or any Subsidiary of a Credit Party or distributed any products on behalf of another manufacturer that were upon their shipment by any Credit Party or any of its Subsidiaries adulterated or misbranded in violation of 21 U.S.C. § 331, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No Product has been seized, withdrawn, recalled, detained, or subject to a suspension (other than in the Ordinary Course of Business) of research, manufacturing, distribution, or commercialization activity, and to the knowledge of each Credit Party and its Subsidiaries, there are no facts or circumstances reasonably likely to cause (i) the seizure, denial, withdrawal, recall, detention, public health notification, safety alert or suspension of manufacturing or other activity relating to any Product; or (ii) a termination, seizure or suspension of manufacturing, researching, distributing or marketing of any Product, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, revocation, suspension, import detention, or seizure of any Product are pending or threatened in writing against any Credit Party or any of its Subsidiaries, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(f) No Credit Party nor any Subsidiary of any Credit Party nor any of their respective officers, directors, employees, agents, or contractors (i) have been excluded or debarred from any federal healthcare program (including without limitation Medicare or Medicaid) or any other federal program or (ii) have received notice from the FDA or any other Governmental Authority with respect to debarment or disqualification of any Person that would reasonably be expected to have, in the aggregate, a Material Adverse Effect. No Credit Party nor any Subsidiary of any Credit Party nor, to their knowledge, any of their respective officers, directors, employees, agents or contractors who in each case furnish items or services payable under a federal health care program have been convicted of any crime or engaged in any conduct for which (x) debarment is mandated or permitted by 21 U.S.C. § 335a or (y) such Person could be excluded from participating in the federal health care programs under Section 1128 of the Social Security Act or any similar law, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. No officer and to the knowledge of each Credit Party and its Subsidiaries, no employee or agent of any Credit Party or its Subsidiaries, has (A) made any untrue statement of material fact or fraudulent statement to the FDA; (B) failed to disclose a material fact required to be disclosed to the FDA; or (C) committed an act, made a statement, or failed to make a statement that would reasonably be expected to provide the basis for the FDA to invoke its policy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” as set forth in 56 Fed. Reg. 46191 (September 10, 1991), in each case, except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

(g) Except as set forth in Schedule 3.29, as of the Closing Restatement Effective Date, no Credit Party nor any Subsidiary of any Credit Party has granted material rights to design, develop, manufacture, produce, assemble, distribute, license, prepare, package, label, market or sell its Products to any other Person nor is any Credit Party or any of its Subsidiaries bound by any agreement that materially and adversely affects any Credit Party’s exclusive right to design, develop, manufacture, produce, assemble, distribute, license, prepare, package, label, market or sell its Products.

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3.30 Offering of Notes. Neither any Credit Party nor any agent acting on its behalf has, directly or indirectly, offered the Notes for sale to, or solicited any offers to buy the Notes from, or otherwise approached or negotiated with respect thereto with, any Person other than the Purchasers, and neither any Credit Party nor any agent acting on its behalf has taken or will take any action which would subject the issuance or sale of the Notes (or any guarantee thereof) to the provisions of Section 5 of the Securities Act or to the provisions of any securities or Blue Sky law of any applicable jurisdiction. Without limiting the foregoing, the sale of the Notes pursuant to this Agreement is exempt from the registration and prospectus delivery requirements of the Securities Act. In the case of each offer or sale of the Notes, no form of general solicitation or general advertising was used by any Credit Party or any agent acting on its behalf, including, but not limited to, advertisements, articles, notices or other communications published in any newspaper, magazine or similar medium or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. No similar securities (other than any securities under the First Lien Credit Agreement) have been issued and sold by the Issuer within the six-month period immediately prior to the Original Closing Date. The Notes are not of the same class as securities of the Issuer listed on a national securities exchange, registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system.

ARTICLE IV

AFFIRMATIVE COVENANTS

Each Credit Party covenants and agrees that so long as any Note, Term Loan or other Obligation (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied or any Term Loan Commitment outstanding:

4.1 Financial Statements. Each Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP (provided that monthly and quarterly financial statements shall not be required to have footnote disclosures and are subject to normal year-end adjustments). The Issuer shall deliver to the Purchasers by Electronic Transmission:

(a) as soon as available, but not later than (i) one hundred and fifty (150) days after the end of the Fiscal Year ended December 31, 2016, and (ii) one hundred and twenty (120) days after the end of each Fiscal Year ending thereafter, a copy of the audited consolidated balance sheets of Holdings and each of its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year (or, at the Issuer’s election (x) for the Fiscal Year ending December 31, 2016, the portion of such Fiscal Year from the Original Closing Date through December 31, 2016 and (y) for the Fiscal Year ending December 31, 2017, the portion of such Fiscal Year from January 1, 2017 through the Restatement Effective Date (which shall not include Spinal Elements and its Subsidiaries) (provided that if the Issuer delivers such audited financial statements without Spinal Elements and its Subsidiaries for the portion of such Fiscal Year from January 1, 2017 through the

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Restatement Effective Date, then the Issuer shall deliver to the Purchasers a copy of the audited consolidated balance sheets of Holdings and each of its Subsidiaries (which shall include Spinal Elements and each of its Subsidiaries) for the period from the Restatement Effective Date through December 31, 2017 and the related consolidated statements of income or operations, shareholders’ equity and cash flows for the period from the Restatement Effective Date through December 31, 2017)), setting forth in each case in comparative form the applicable figures for the previous Fiscal Year (to the extent available (provided that, for the avoidance of doubt, such comparative financial statements shall not be required to include the financial results of Spinal Elements for the period prior to the Restatement Effective Date Merger)), and accompanied by the report of BDO USA, LLP or any “Big Four” or other nationally-recognized independent public accounting firm reasonably acceptable to the Required Purchasers which report shall (i) contain an opinion, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP and (ii) not include any explanatory paragraph expressing substantial doubt as to going concern status;

(b) as soon as available, but not later than (i) sixty (60) days after the end of each Fiscal Quarter ending after the Original Closing Date through December 31, 2017, and (ii) forty-five (45) days after the end of each Fiscal Quarter ending thereafter (in each case, including the last Fiscal Quarter of each year), a copy of the unaudited consolidated balance sheets of Holdings and each of its Subsidiaries, and the related consolidated statements of income and cash flows as of the end of such Fiscal Quarter, and for the portion of the Fiscal Year then ended, all certified on behalf of Holdings by an appropriate Responsible Officer of Holdings as being complete and correct and fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures; and

(c) as soon as available, but not later than (i) forty-five (45) days after the end of each fiscal month ending after the Original Closing Date through December 31, 2017, and (ii) thirty (30) days after the end of each fiscal month ending thereafter (in each case, excluding the last fiscal month of a Fiscal Quarter), a copy of the unaudited consolidated balance sheets of Holdings and each of its Subsidiaries, and the related consolidated statements of income and cash flows as of the end of such fiscal month and for the portion of the Fiscal Year then ended, all certified on behalf of Holdings by an appropriate Responsible Officer of Holdings as being complete and correct and fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of Holdings and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

4.2 Certificates; Other Information. The Issuer shall furnish to each Purchaser by Electronic Transmission:

(a) together with each delivery of financial statements pursuant to Sections 4.1(a) and 4.1(b), (i) a management discussion and analysis report, in reasonable detail, signed by the chief financial officer of the Issuer, describing the operations and financial condition of the Credit Parties and their Subsidiaries for the Fiscal Quarter and the portion of the Fiscal Year then ended (or for the Fiscal Year then ended in the case of annual financial

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statements), and (ii) a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the most recent projections for the current Fiscal Year delivered pursuant to Section 4.2(d) and discussing the reasons for any significant variations;

(b) concurrently with the delivery of the financial statements referred to in Sections 4.1(a) and 4.1(b), a fully and properly completed certificate in the form of Exhibit 4.2(b) (a “Compliance Certificate”), certified on behalf of the Issuer by a Responsible Officer of the Issuer;

(c) promptly after the same are filed, copies of all financial statements and regular, periodic or special reports which such Person may make to, or file with, the Securities and Exchange Commission or any successor or similar Governmental Authority;

(d) as soon as available and in any event no later than sixty (60) days after the last day of each Fiscal Year, projections of the Credit Parties’ (and their Subsidiaries) consolidated balance sheet, consolidated statements of income and cash flows for the forthcoming Fiscal Year on a month by month basis (including assumptions made in the build-up of such projections), it being understood that actual results may differ materially from forecasted or projected amounts;

(e) promptly upon receipt thereof, copies of any final reports submitted by the Issuer’s certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or internal control systems of any Credit Party made by such accountants;

(f) from time to time, if Agent or the Required Purchasers reasonably determine that obtaining appraisals is necessary in order for Agent or any Purchaser to comply with applicable laws or regulations (including any appraisals required to comply with FIRREA), and at any time if an Event of Default shall have occurred and be continuing, Agent or the Required Purchasers may, or may require the Issuer to, in either case at the Issuer’s expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to Agent and the Required Purchasers stating the then current fair market value of all or any portion of the personal property of any Credit Party or any Subsidiary of any Credit Party and the fair market value or such other value as determined by Agent or the Required Purchasers (for example, replacement cost for purposes of Flood Insurance) of any Real Estate of any Credit Party or any Subsidiary of any Credit Party;

(g) a certification by a Responsible Officer of the Issuer setting forth in reasonable detail any Margin Stock owned by each Credit Party and each Subsidiary of each Credit Party as of the last day of such Fiscal Quarter (such certification to be included in the Compliance Certificate delivered in respect of such Fiscal Quarter);

(h) [reserved];

(i) promptly upon receipt thereof, annual insurance reports received by any Credit Party or any Subsidiary thereof; and

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(j) promptly, such additional business, financial, corporate affairs, perfection certificates and other information as Agent or the Required Purchasers may from time to time reasonably request.

4.3 Notices. The Issuer shall notify promptly Agent and each Purchaser of each of the following (and in no event later than five (5) Business Days (or, in the case of clause (c) below, ten (10) Business Days) after a Responsible Officer becomes aware thereof):

(a) the occurrence or existence of any Default or Event of Default;

(b) any breach or non-performance of, or any default under, any Contractual Obligation of any Credit Party or any Subsidiary of any Credit Party, or any violation of, or noncompliance with, any Requirement of Law, which in either case would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including a description of such breach, non-performance, default, violation or non-compliance and the steps, if any, such Person has taken, is taking or proposes to take in respect thereof;

(c) any dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Credit Party or any Subsidiary of any Credit Party and any Governmental Authority which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;

(d) the commencement of any litigation or proceeding affecting any Credit Party or any Subsidiary of any Credit Party or its respective property (i) in which the amount of damages claimed is $750,000 (or its equivalent in another currency or currencies) or more, (ii) in which injunctive or similar relief is sought and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect, (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement, any other Note Document or any Restatement Effective Date Related Agreement, or (iv) that alleges material violations of any Public Health Law;

(e) (i) the receipt by any Credit Party of any written notice of violation of or potential liability or similar notice under Environmental Law that would have a reasonable likelihood of resulting in a Material Adverse Effect, (ii)(A) unpermitted Releases, (B) the existence of any condition that could reasonably be expected to result in violations of or Liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law which in the case of clauses (A), (B) and (C) above, in the aggregate for all such clauses, would reasonably be expected to result in a Material Adverse Effect, (iii) the receipt by any Credit Party of notification that any Property of any Credit Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iv) any proposed acquisition or lease of real estate, if such acquisition or lease would have a reasonable likelihood of resulting in a Material Adverse Effect;

(f) (i) any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA or intent to terminate any Title IV Plan, a copy of such notice, (ii) that a request for a minimum funding waiver under Section 412 of the Code has been filed with

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respect to any Title IV Plan or Multiemployer Plan, a notice describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto, and (iii) that an ERISA Event has occurred, a notice describing such ERISA Event, and any action that the applicable ERISA Affiliate proposes to take with respect thereto, if known, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining thereto;

(g) any Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to the Purchasers pursuant to this Agreement;

(h) any material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary of any Credit Party;

(i) any labor controversy resulting in or reasonably likely to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or involving any Credit Party or any Subsidiary of any Credit Party if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

(j) the creation, establishment or acquisition of any Subsidiary or the issuance by or to any Credit Party of any Stock or Stock Equivalent (other than issuances by Holdings of Stock or Stock Equivalents not requiring a mandatory prepayment hereunder);

(k) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any written request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(l) any event giving rise to a mandatory prepayment pursuant to Section 1.8 hereof; and

(m) (i) any notice received by a Credit Party or any of its Subsidiaries that the FDA or any other similar Governmental Authority is limiting, suspending or revoking any Registration, changing the market classification, distribution pathway or parameters, or labeling of the Products of the Credit Parties or their respective Subsidiaries; (ii) any Credit Party or any of its Subsidiaries becoming subject to any administrative or regulatory action, inspection, Form FDA 483 observation, warning letter, notice of violation letter, consent decree, or other written notice by the FDA or any comparable Governmental Authority indicating serious deficiencies; (iii) any Product of any Credit Party or any of its Subsidiaries being seized, withdrawn, recalled, detained, or subject to a suspension of manufacturing, or the commencement of any proceedings in the United States or any other jurisdiction seeking the withdrawal, recall, suspension, import detention, or seizure of any Product (or, to the knowledge of any Credit Party, the same threatened against any Credit Party or its respective Subsidiaries), which could, individually or in the aggregate, have a Material Adverse Effect; and (iv) any voluntary withdrawal or recall of any Product by any Credit Party or any of its Subsidiaries, in each case, covering an aggregate amount of $750,000 or greater or which would, in the aggregate, have a Material Adverse Effect.

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Each notice pursuant to this Section shall be in electronic form accompanied by a statement by a Responsible Officer of the Issuer, setting forth details of the occurrence referred to therein, and stating what action the Issuer or other Person proposes to take with respect thereto and at what time. Each notice under Section 4.3(a) shall describe with particularity any and all clauses or provisions of this Agreement or other Note Document that have been breached or violated.

4.4 Preservation of Corporate Existence, Etc. Each Credit Party shall, and shall cause each of its Subsidiaries to:

(a) preserve and maintain in full force and effect its organizational existence and good standing under the laws of its jurisdiction of incorporation, organization or formation, as applicable, except, with respect to the Issuer’s Subsidiaries, in connection with transactions permitted by Section 5.3;

(b) preserve and maintain in full force and effect all rights, privileges, qualifications, permits, licenses and franchises necessary in the normal conduct of its business except in connection with transactions permitted by Section 5.3 and sales of assets permitted by Section 5.2 and except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

(c) use its commercially reasonable efforts, in the Ordinary Course of Business, to preserve its business organization and preserve the goodwill and business of the customers, suppliers and others having material business relations with it, the non-preservation of which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

(d) preserve or renew all of its registered Trademarks the non-preservation of which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(e) not knowingly conduct its business and affairs in a manner that infringes or interferes with any Intellectual Property of any other Person in any respect and shall comply in all respects with the terms of its IP Licenses except, in each case, as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

4.5 Maintenance of Property. Each Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, and preserve all its tangible Property which is used or useful in its business in reasonably good working order and condition, ordinary wear and tear, casualty and condemnation excepted and shall make all necessary repairs thereto and renewals and replacements thereof (other than, in each case, the abandonment or lapse of Patents, Trademarks, Copyrights and other Intellectual Property no longer commercially practicable, used or desirable in the Ordinary Course of Business) except where the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

4.6 Insurance.

(a) Each Credit Party shall, and shall cause each of its Subsidiaries to, (i) maintain or cause to be maintained in full force and effect all policies of insurance of any kind

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with respect to the Property and businesses of the Credit Parties and such Subsidiaries (including policies of life, fire, theft, product liability, public liability, Flood Insurance, property damage, other casualty, employee fidelity, workers’ compensation, business interruption and employee health and welfare insurance) with financially sound and reputable insurance companies or associations (in each case that are not Affiliates of the Issuer) of a nature and providing such coverage as is sufficient and as is consistent with past practices of the Credit Parties and (ii) cause all such insurance relating to any Property or business of any Credit Party to name Agent as additional insured or, subject to the terms of the Intercreditor Agreement, lenders loss payee as agent for the Purchasers, as appropriate. Subject to the terms of the Intercreditor Agreement, all policies of insurance on real and personal Property of the Credit Parties will contain an endorsement, in form and substance reasonably acceptable to the Required Purchasers, showing loss payable to Agent (Form CP 1218 or equivalent and naming Agent as lenders loss payee and, as applicable to real property, as a mortgagee, as agent for the Purchasers) and extra expense and business interruption endorsements. Any such endorsement, or an independent instrument furnished to Agent, will provide that the insurance companies will give Agent (which shall promptly deliver a copy of such notice to the Purchasers) at least thirty (30) days’ (or ten (10) days’ in the case of cancellation for non-payment of premiums) prior written notice before any such policy or policies of insurance shall be altered or canceled and that no act or default of the Credit Parties or any other Person shall affect the right of Agent to recover under such policy or policies of insurance in case of loss or damage. Each Credit Party shall, subject to the terms of the Intercreditor Agreement, direct all present and future insurers under its “All Risk” policies of property insurance to pay all proceeds payable thereunder directly to Agent. If any insurance proceeds are paid by check, draft or other instrument payable to any Credit Party and Agent jointly, Agent may endorse such Credit Party’s name thereon and do such other things as Agent may deem advisable to reduce the same to cash. The Required Purchasers reserve the right at any time, upon review of each Credit Party’s risk profile, to require additional forms and limits of insurance. Notwithstanding the requirement in clause (i) above, Flood Insurance shall not be required for (x) Real Estate not located in a Special Flood Hazard Area, or (y) Real Estate located in a Special Flood Hazard Area in a community that does not participate in the National Flood Insurance Program.

(b) Unless the Credit Parties provide the Purchasers with evidence of the insurance coverage required by this Agreement (including Flood Insurance, if applicable) Agent (acting at the direction of the Required Purchasers) may purchase insurance (including Flood Insurance, if applicable) at the Credit Parties’ expense to protect Agent’s and Purchasers’ interests, including interests in the Credit Parties’ and their Subsidiaries’ properties. This insurance may, but need not, protect the Credit Parties’ and their Subsidiaries’ interests. The coverage purchased by Agent may not pay any claim that any Credit Party or any Subsidiary of any Credit Party makes or any claim that is made against such Credit Party or any Subsidiary in connection with said Property. The Issuer may later cancel any insurance purchased by Agent, but only after providing Agent and the Purchasers with evidence that there has been obtained insurance as required by this Agreement. If Agent purchases insurance, the Credit Parties will be responsible for the costs of that insurance, including interest and any other charges such Purchaser may impose in connection with the placement of insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance shall be added to the Obligations. The costs of the insurance may be more than the cost of insurance the Issuer may be able to obtain on its own.

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4.7 Payment of Obligations. Each Credit Party shall, and shall cause each of its Subsidiaries to, pay, discharge and perform as the same shall become due and payable or required to be performed, all their respective material obligations and liabilities, including:

(a) all material Tax liabilities, assessments and governmental charges or levies upon it or its Property, unless the same are (i) not yet overdue or (ii) being contested in good faith by appropriate proceedings diligently prosecuted which stay the enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person;

(b) all material lawful claims which, if unpaid, would by law become a Lien upon its Property unless the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay the imposition (other than the imposition of Permitted Liens) or enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person;

(c) the performance of all obligations (other than obligations with respect to Indebtedness) under any Contractual Obligation to which such Credit Party or any of its Subsidiaries is bound, or to which it or any of its Property is subject, including the Restatement Effective Date Related Agreements (other than the First Lien Indebtedness Documents), except where the failure to perform would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(d) payments to the extent necessary to avoid the imposition of a Lien with respect to, or the involuntary termination of any underfunded Title IV Plan.

4.8 Compliance with Laws. Each Credit Party shall, and shall cause each of its Subsidiaries to, comply with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business, except where the failure to comply would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. All Products developed, manufactured, tested, distributed or marketed by or on behalf of any Credit Party or any of its Subsidiaries that are subject to the jurisdiction of the FDA or comparable Governmental Authority shall be developed, tested, manufactured, distributed and marketed in compliance with the Public Health Laws and any other Requirements of Law, including, without limitation, product approval or premarket notification, good manufacturing practices, labeling, advertising, record-keeping, and adverse event reporting, and have been and are being tested, investigated, distributed, marketed, and sold in compliance with Public Health Laws and all other Requirements of Law, in each case, except where the failure to comply would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

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4.9 Inspection of Property and Books and Records. Each Credit Party shall maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party shall, and shall cause each of its Subsidiaries to, with respect to each owned, leased, or controlled property, during normal business hours and upon reasonable advance notice at times to be mutually agreed by the Required Purchasers and such Credit Party once per calendar year (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and the Purchasers shall have access at any and all times during the continuance thereof): (a) provide access to such property to such Purchaser as the Required Purchasers may designate (the “Designated Purchaser”) and any of its Related Persons; and (b) permit the Designated Purchaser and any of its Related Persons to conduct field examinations, audit, inspect, and make extracts and copies from all of such Credit Party’s books and records, in each instance, at the Credit Parties’ expense; provided that the Credit Parties shall only be obligated to reimburse the Purchasers for the reasonable and documented expenses of one such field examination, audit and inspection per calendar year or more frequently if an Event of Default has occurred and is continuing. Any Purchaser may accompany the Designated Purchaser or its Related Persons in connection with any inspection at such Purchaser’s expense.

4.10 Use of Proceeds. The Issuer shall use the proceeds of the Term Loans (other than Incremental Term Loans) solely as follows: (i) first, to refinance on the Original Closing Date, Prior Indebtedness and to replace, backstop or cash collateralize existing letters of credit, and thereafter, to pay on the Original Closing Date a portion of the purchase price for the Closing Date Merger, and (ii) to pay costs and expenses of the Closing Date Related Transactions and costs and expenses required to be paid pursuant to Section 2.1. The Issuer shall use the proceeds of the Incremental Term Loans solely (A) (i) to pay the purchase price for a Permitted Acquisition and other Investments permitted by Section 5.4, (ii) to refinance existing Indebtedness of any Target acquired in connection therewith and (iii) to pay related costs and expenses and (B) for working capital and/or for other general corporate purposes not in contravention of any Requirement of Law and not in violation of this Agreement. Notwithstanding the foregoing, the Issuer shall be permitted to use the proceeds of any Incremental Term Loans to replenish cash on the balance sheet of the Issuer and its Subsidiaries, in each case, previously used for a purpose otherwise permitted under this Section 4.10 (to the extent used within ninety (90) days prior to the funding of such Incremental Term Loan).

4.11 Cash Management Systems. Each Credit Party shall, not later than the earlier of (a)(i) sixty (60) days after the Original Closing Date (or such longer period as approved by the Required Purchasers in their sole discretion) or (ii) sixty (60) days after the opening of any such account (or such longer period as approved by the Required Purchasers in their sole discretion) after the Original Closing Date, as applicable, and (b) the date on which such Credit Party enters into any of the foregoing agreements with the applicable depository, securities intermediary or commodities intermediary in connection with the First Lien Credit Agreement, enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements with respect to each deposit, securities, commodity or similar account maintained by such Person (other than any Excluded Account (as defined in the Guaranty and Security Agreement)) as of or after the Original Closing Date; provided that, if such depository, securities intermediary or commodities intermediary does not allow for more than one Control Agreement

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to be entered into with respect to the applicable account, the requirement in this sentence shall be deemed to be satisfied to the extent such depository, securities intermediary or commodities intermediary has entered into a Control Agreement with respect to such account with the First Lien Agent. Control Agreements shall permit Credit Parties to withdraw or otherwise dispose of funds deposited in or credited to any account that is subject to a Control Agreement until, subject to the terms of the Intercreditor Agreement, Agent delivers to the applicable depository, securities intermediary or commodities intermediary a notice of exclusive control or other similar notice, and Agent agrees that it shall not deliver any such notice unless, in each case, an Event of Default has occurred and is continuing and the Required Purchasers have directed Agent to so deliver such notice.

4.12 Landlord Agreements. Each Credit Party shall use commercially reasonable efforts to obtain a landlord agreement or bailee or mortgagee waivers, as applicable, from the lessor of each Leased Real Estate where any material books and records are stored or located, bailee in possession of any material books and records, or mortgagee of Owned Real Estate with respect to each location where any material books and records are stored or located, which agreement shall be reasonably satisfactory in form and substance to the Required Purchasers.

4.13 Further Assurances.

(a) Each Credit Party shall ensure that all written information, exhibits and reports furnished to Agent or the Purchasers (other than financial projections) do not and will not contain any untrue statement of a material fact and do not and will not omit to state any material fact or any fact necessary to make the statements contained therein, when taken as a whole, not misleading in light of the circumstances in which made, and will promptly disclose to Agent and the Purchasers and correct any such defect or error that may be discovered therein or in any Note Document or in the execution, acknowledgement or recordation thereof.

(b) Promptly upon request by the Purchasers, the Credit Parties shall (and, subject to the limitations set forth herein and in the Collateral Documents, shall cause each of their Subsidiaries to) take such additional actions and execute such documents as the Required Purchasers may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other Note Document, (ii) to subject to the Liens created by any of the Collateral Documents any of the Properties, rights or interests covered by any of the Collateral Documents, (iii) subject to customary “funds certain provisions” with respect to perfection of Liens on assets acquired in a Permitted Acquisition or other Investment permitted hereunder, to perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby, and (iv) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Note Document. Without limiting the generality of the foregoing and except as otherwise approved in writing by Required Purchasers, the Credit Parties shall cause each of their Domestic Subsidiaries (other than Excluded Domestic Subsidiaries), promptly after formation or acquisition thereof, to guaranty the Obligations and to cause each such Subsidiary to grant to Agent, for the benefit of the Secured Parties, a security interest in, subject to the limitations set forth herein and in the Collateral Documents, substantially all of such Subsidiary’s Property to secure such guaranty. Furthermore and except as otherwise approved in writing by Required Purchasers and,

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notwithstanding the foregoing, each Credit Party shall pledge, and shall cause Holdings and each of its Domestic Subsidiaries (other than Excluded Domestic Subsidiaries) to pledge, all of the Stock and Stock Equivalents of each of its Domestic Subsidiaries (other than Excluded Domestic Subsidiaries) and sixty-five percent (65%) of the outstanding voting Stock and Stock Equivalents and one hundred percent (100%) of outstanding non-voting Stock and Stock Equivalents of each Excluded Domestic Holdco and First Tier Foreign Subsidiary (in each case, directly owned by a Credit Party), in each instance, to Agent, for the benefit of the Secured Parties, to secure the Obligations, promptly after formation or acquisition of such Subsidiary. The Credit Parties shall deliver, or cause to be delivered, to the Purchasers, appropriate resolutions, secretary certificates, certified Organization Documents and, if requested by the Purchasers, legal opinions relating to the matters described in this Section 4.13 (which opinions shall be in form and substance reasonably acceptable to the Required Purchasers and, to the extent applicable, substantially similar to the opinions delivered on the Restatement Effective Date), in each instance with respect to each Credit Party formed or acquired after the Restatement Effective Date. In connection with each pledge of Stock and Stock Equivalents, the Credit Parties shall deliver, or cause to be delivered, to Agent (or to First Lien Agent as Agent’s bailee for perfection purposes), irrevocable proxies and stock powers and/or assignments, as applicable, duly executed in blank. In the event any Credit Party or any Domestic Subsidiary (other than any Excluded Domestic Subsidiary) of any Credit Party acquires fee title to any real estate with a fair market value in excess of $2,000,000, within ninety (90) days of such acquisition (or such later date as may be agreed by the Required Purchasers in their sole discretion), such Person shall execute and/or deliver, or cause to be executed and/or delivered, to Agent and the Purchasers, (v) to the extent necessary to obtain the lender’s title insurance policy referred to in clause (w) below or, if applicable, to satisfy the Flood Insurance requirements of Section 4.6(a), an appraisal complying with FIRREA, (w) a fully executed Mortgage, in form and substance reasonably satisfactory to the Required Purchasers, together with an A.L.T.A. lender’s title insurance policy issued by a title insurer reasonably satisfactory to the Required Purchasers, in form and substance and in an amount reasonably satisfactory to the Required Purchasers (but in no event exceeding one hundred twenty percent (120%) of the value of such property as reasonably determined by Issuer) insuring that the Mortgage is a valid and enforceable second priority Lien on the respective property, free and clear of all defects, encumbrances and Liens (other than Permitted Liens); provided that, solely with regard to real estate located in jurisdictions that calculate mortgage recording fees and mortgage taxes solely based on the appraised value of such real estate, the amount of Obligations secured by each such mortgage shall not exceed one hundred twenty percent (120%) of the appraised value of such real estate (or such lesser amount as shall be agreed to by the Required Purchasers), and (y) then current A.L.T.A. surveys (or such other survey alternative as is acceptable to the Required Purchasers), certified to Agent by a licensed surveyor (unless the Required Purchasers accept a survey alternative in lieu of an A.L.T.A survey) sufficient to allow the issuer of the lender’s title insurance policy to issue such policy without a survey exception. In the event any Credit Party or any Subsidiary of any Credit Party acquires any Real Estate having a fair market value in excess of $2,000,000 (other than any Real Estate acquired for use primarily as administrative or sales offices), at the request by the Required Purchasers, the Credit Parties shall cause to be delivered to Agent and the Purchasers, reasonably prior to such acquisition, an environmental site assessment prepared by a qualified firm reasonably acceptable to the Required Purchasers, in form and substance satisfactory to the Required Purchasers. In addition to the obligations set forth in Section 4.6(a), within forty-five

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(45) days (or such longer period as approved by Agent in its sole discretion) after written notice from Agent or the Required Purchasers to the Credit Parties that any Real Estate is located in a Special Flood Hazard Area, the Credit Parties shall satisfy the Flood Insurance requirements of Section 4.6(a). Notwithstanding anything herein to the contrary, no Credit Party (i) shall be obligated to take any action to perfect any security interest under the laws of any jurisdiction outside of the United States of America or any State or territory of the United States in any part of the Collateral and (ii) makes any representation as to the perfection of such Collateral.

(c) Without limiting the generality of the foregoing, to the extent reasonably necessary to maintain the continuing priority of the Lien of any existing Mortgages as security for the Obligations in connection with the funding of an Incremental Term Loan, as determined by the Required Purchasers in their reasonable discretion, the applicable Credit Party to any Mortgages shall within thirty (30) days of such funding or incurrence (or such later date as agreed by Agent) (i) enter into and deliver to Agent, at the direction and in the reasonable discretion of the Required Purchasers, a mortgage modification or new Mortgage in proper form for recording in the relevant jurisdiction and in a form reasonably satisfactory to the Required Purchasers (and to the extent applicable, substantially similar to the form of the Mortgage on the applicable Real Estate theretofore held by Agent), (ii) cause to be delivered to Agent for the benefit of the Secured Parties an endorsement to the title insurance policy, date down(s) or other evidence reasonably satisfactory to the Required Purchasers insuring that the priority of the Lien of the Mortgages as security for the Obligations has not changed and confirming and/or insuring that since the issuance of the title insurance policy there has been no change in the condition of title and there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the Mortgages (other than those expressly permitted by Section 5.1) and (iii) deliver, at the request of the Required Purchasers, to Agent and/or all other relevant third parties, all other items reasonably necessary to maintain the continuing priority (to the extent required by this Agreement) of the Lien of the Mortgages as security for the Obligations.

4.14 Environmental Matters. Each Credit Party shall, and shall cause each of its Subsidiaries to, comply with, and maintain its Real Estate under its control, whether owned, leased, subleased or otherwise operated or occupied, in compliance with, all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance) or that is required by orders and directives of any Governmental Authority except where the failure to comply would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect. Without limiting the foregoing, if an Event of Default is continuing or if the Required Purchasers at any time have a reasonable basis to believe that there exist violations of Environmental Laws by any Credit Party or any Subsidiary of any Credit Party or that there exist any Environmental Liabilities that, in either case, would reasonably be expected to result in a Material Adverse Effect, then each Credit Party shall, promptly upon receipt of request from the Required Purchasers, cause the performance of, and allow the Purchasers and their Related Persons access to such Real Estate for the purpose of conducting, such environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as the Required Purchasers may from time to time reasonably request. Such audits, assessments and reports, to the extent not conducted by any Purchaser or any of its Related Persons, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to the Required Purchasers and shall be in form and substance reasonably acceptable to the Required Purchasers.

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4.15 Restatement Effective Date Merger. The Issuer shall cause the Restatement Effective Date Merger to be consummated, and become effective, on the Restatement Effective Date in accordance with the terms of the Restatement Effective Date Merger Agreement and applicable Requirements of Law. The Issuer shall deliver to the Purchasers within one Business Day after the Restatement Effective Date of the Certificate of Merger evidencing the Restatement Effective Date Merger certified by the appropriate Governmental Authorities.

4.16 Post-Closing Covenant. The Issuer shall satisfy the requirements and/or provide to Agent and the Purchasers each of the documents, instruments, agreements and information set forth on Schedule 4.16, in form and substance acceptable to the Required Purchasers, on or before the date specified for such requirement in such Schedule or such later date to be determined by the Required Purchasers in their sole discretion, each of which shall be completed or provided in form and substance satisfactory to the Required Purchasers.

4.17 Amendments to Certain Agreements. Upon entering into any amendment or other modification of the First Lien Credit Agreement or any extension, renewal, replacement, refinancing or any other form of refunding of the First Lien Credit Agreement (a “Replacement Credit Agreement”) or any amendment or other modification of any Replacement Credit Agreement, in any such case (each being a “Modifying Agreement”) pursuant to which covenants or events of default are changed or added (or having the same effect as such a change or addition), the Credit Parties shall (1) promptly, and in any event within two (2) Business Days provide written notice thereof to each Purchaser describing such Modifying Agreement in reasonable detail and (2) offer to enter into an amendment of this Agreement within five Business Days of consummating such Modifying Agreement to make corresponding changes or additions herein in respect of covenants and events of default; provided that, as to covenants which set forth any requisite ratio or compliance amount, such ratio and compliance amount may be less onerous upon the Credit Parties in the same proportion as comparable provisions are less onerous hereunder on the Restatement Effective Date.

4.18 Board Observation Rights. The Credit Parties shall permit or cause to be permitted one (1) person designated by the Designated Purchaser (which person, if not an employee of the Designated Purchaser or its Affiliates, shall be reasonably acceptable to the Issuer) to attend each regularly scheduled, special and other meeting (including telephonic meetings) of the Primary Board as a non-voting observer (in such capacity, a “Non-Voting Observer”). Notice of the time and place of each such meeting shall be given to Designated Purchaser in the same manner and at the same time as notice is given to the members of the Primary Board. The Designated Purchaser shall be given copies of all notices, reports, minutes, consents and other documents and materials at the time and in the manner as are provided to the Primary Board. The Issuer shall reimburse the Designated Purchaser for all reasonable out-of-pocket costs and expenses incurred by the Non-Voting Observer in connection with traveling to and from and attending meetings of the Primary Board. Notwithstanding the foregoing, the Non-Voting Observer may be excluded from access to any meeting of the Primary Board or material relating thereto (or any portion thereof) if (A) the Non-Voting Observer has not agreed to maintain the confidentiality of such information in accordance with Section 9.10 or (B) legal counsel for the Issuer has determined that such access would (i) prevent the members of the Primary Board from engaging in attorney-client privileged communication with counsel or (ii) result in a conflict of interest with the Designated Purchaser, so long as, in each case, the Issuer notifies the Designated Purchaser of such determination.

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ARTICLE V

NEGATIVE COVENANTS

Each Credit Party covenants and agrees that so long as any Note, Term Loan or other Obligation (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied or any Term Loan Commitment outstanding:

5.1 Limitation on Liens. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”):

(a) any Lien existing on the Property of a Credit Party or a Subsidiary of a Credit Party on the Restatement Effective Date and set forth in Schedule 5.1, including replacement Liens on the Property currently subject to such Liens securing Indebtedness permitted by Section 5.5(c);

(b) any Lien created under any Note Document;

(c) Liens for Taxes (i) which are not past due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 4.7;

(d) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves in accordance with GAAP are being maintained;

(e) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriers;

(f) Liens consisting of judgment, appeal bonds or judicial attachment liens not constituting an Event of Default under Section 7.1(h) or (i);

(g) easements, covenants, conditions, rights-of-way, equitable servitudes, zoning and other restrictions (including covenants or conditions contained in licenses or agreements), minor defects or other irregularities in title, building codes and other laws,

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ordinances, regulations, rules, orders or determination of any Governmental Authority now or hereafter enacted or other governmentally established restrictions or encumbrances, and other similar encumbrances on the Real Estate which do not in any case interfere in any material respect with the ordinary conduct of the businesses of any Credit Party or any Subsidiary of any Credit Party;

(h) Liens on any Property acquired or held by any Credit Party or any Subsidiary of any Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring, constructing, improving, repairing or replacing such Property and permitted under Section 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within one hundred twenty (120) days after the acquisition, construction, improvement, repair or replacement thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property (other than in respect of accrued interest, fees and expenses related to any refinancing thereof which are added to principal);

(i) Liens securing Capital Lease Obligations permitted under Section 5.5(d);

(j) any interest or title of a lessor or sublessor under any lease permitted by this Agreement and any Liens granted by such lessor or sublessor;

(k) Liens arising from the filing of precautionary UCC financing statements with respect to any lease permitted by this Agreement;

(l) licenses and sublicenses granted by a Credit Party or any Subsidiary of a Credit Party and leases and subleases (by a Credit Party or any Subsidiary of a Credit Party as lessor or sublessor) in the Ordinary Course of Business not interfering in any material respect with the business of the Credit Parties or any of their Subsidiaries;

(m) Liens in favor of collecting banks arising by operation of law under Section 4-210 of the UCC or, with respect to collecting banks located in the State of New York, under Section 4-208 of the UCC;

(n) Liens (including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits;

(o) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Issuer or any Subsidiary of the Issuer in the Ordinary Course of Business;

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

(q) [reserved];

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(r) Liens on cash or Cash Equivalents delivered to the provider of Rate Contracts (other than providers party to a First Lien Indebtedness Document) as security for the obligations thereunder up to an aggregate amount equal to $1,100,000;

(s) Liens consisting of an agreement to sell Property which is the subject of an asset purchase agreement in connection with an asset disposition permitted by Section 5.2;

(t) Liens consisting of ▇▇▇▇▇▇▇ money deposits made in connection with Permitted Acquisitions or Investments permitted hereunder;

(u) Liens on assets of a Subsidiary acquired pursuant to a Permitted Acquisition so long as such Liens (i) were not incurred in anticipation or contemplation of such Permitted Acquisition, (ii) do not extend to assets not subject to such Lien at the time of such Permitted Acquisition and (iii) would otherwise constitute Permitted Liens hereunder or encumber assets of such Subsidiary (other than Stock of such Subsidiary) with an aggregate fair market value not in excess of $1,100,000;

(v) Liens on Property of any Foreign Subsidiary that is not a Credit Party securing Indebtedness of such Foreign Subsidiary permitted under Section 5.5(m);

(w) Liens on Stock or Stock Equivalents of a Permitted Joint Venture securing obligations of such Permitted Joint Venture;

(x) Liens on Real Estate securing obligations other than Indebtedness and which are disclosed on mortgage title insurance policies delivered hereunder to Agent and the Purchasers, so long as such Liens have been consented to by the Required Purchasers in the exercise of their good faith judgment;

(y) Liens, if any, expressly permitted by Mortgages;

(z) Replacement Liens on the Property subject to Liens permitted by Section 5.1(h), 5.1(i) and 5.1(u) which do not extend to any other Property and are established in connection with renewal, extension, refinancing or refunding of Indebtedness secured thereby permitted by Section 5.5;

(aa) Liens securing Indebtedness permitted under Section 5.5(f);

(bb) other Liens so long as the aggregate outstanding principal amount of the Indebtedness secured thereby does not exceed $1,100,000;

(cc) Liens on (i) insurance policies and the proceeds thereof (whether accrued or not) and rights or claims against an insurer, in each case securing insurance premium financings permitted under Section 5.5(r) and (ii) deposits made in the Ordinary Course of Business to secure liabilities for premiums to insurance carriers; provided that all such Liens shall not secure any amounts in the aggregate in excess of the amount equal to six (6) months of insurance premiums;

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(dd) Liens consisting of initial prepayments and security deposits in connection with leases, utility services and similar transactions entered into by the applicable Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business and not required as a result of any breach of any agreement or default in payment of any obligation; and

(ee) Liens on medical technology and/or related intellectual property in favor of any seller or vendor thereof, to the extent acquired by a Credit or its Subsidiaries pursuant to an installment or deferred purchase price arrangement between such seller or vendor (or, in each case, any Affiliate of seller or vendor) and any Credit Party or its Subsidiaries, so long as the aggregate outstanding principal amount of any Indebtedness secured thereby does not exceed $2,750,000.

5.2 Disposition of Assets. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Credit Party, whether in a public or private offering or otherwise, and accounts and notes receivable, with or without recourse), except:

(a) (i) dispositions of Inventory in the Ordinary Course of Business, (ii) dispositions of used, worn-out or surplus equipment or other Property, or any sale, transfer, assignment, disposition, abandonment or lapse of Intellectual Property that is no longer commercially practicable, usable or desirable in the conduct of business, all in the Ordinary Course of Business, (iii) the leasing (including subleases) or licensing (including sublicensing) of intellectual property in the Ordinary Course of Business and which do not materially interfere with the business of the Issuer and its Subsidiaries, taken as a whole, and (iv) returns of medical technology and/or related intellectual property to the seller or vendor thereof in exchange for a cancellation or a substantial reduction of the obligations of a Credit Party or its Subsidiary thereunder;

(b) dispositions not otherwise permitted hereunder which are made for fair market value and the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided in each case that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than seventy percent (70%) of the aggregate sales price from such disposition shall be paid in cash, (iii) the aggregate fair market value of all assets so sold by the Credit Parties and their Subsidiaries shall not exceed $1,100,000 in any Fiscal Year and (iv) after giving effect to such disposition, the Credit Parties are in compliance on a pro forma basis with the covenants set forth in Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered;

(c) dispositions of Cash Equivalents;

(d) dispositions or discounts of delinquent notes or accounts receivable in connection with compromise, write down or collection thereof in the Ordinary Course of Business or in connection with the bankruptcy or reorganization of the applicable account debtors and dispositions of any securities received in any such bankruptcy or reorganization pursuant to Section 5.4(e);

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(e) dispositions or other transfers of Property (i) by any Credit Party to a Subsidiary that is not a Credit Party in transactions permitted by Section 5.4(b) so long as the fair market value of Property disposed of, when combined with Investments permitted by Section 5.4(b), do not exceed the amount set forth in Section 5.4(b), (ii) by any Credit Party or a Subsidiary thereof to another Credit Party (other than Holdings) and (iii) by any Subsidiary that is not a Credit Party to any Credit Party or any other Subsidiary that is not a Credit Party;

(f) dispositions of warrants to purchase up to 250,000 shares of common stock of Vivex Biomedical, Inc. (to the extent in existence on the Restatement Effective Date) on or after the Restatement Effective Date;

(g) any Event of Loss that constitutes a Disposition;

(h) transactions permitted under Sections 5.3;

(i) dispositions of Investments permitted by Section 5.4(p) in Permitted Joint Ventures to the extent required by, or made pursuant to, any buy/sell arrangement among relevant joint venture parties;

(j) dispositions of Property of a Foreign Subsidiary as a result of enforcement of Liens permitted on such Property by Section 5.1(v);

(k) transactions permitted under Section 5.1(l);

(l) terminations of leases by the applicable Credit Party or Subsidiary of a Credit Party in the Ordinary Course of Business that do not interfere in any material respect with the business of the Credit Parties or their Subsidiaries; and

(m) trade-ins and exchanges of equipment with third parties conducted in the Ordinary Course of Business to the extent substantially comparable (or better) equipment used in the operation of the business of any Credit Party is obtained in exchange therefor.

5.3 Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except Permitted Acquisitions, the Closing Date Merger and the Restatement Effective Date Merger and except upon not less than five (5) Business Days’ prior written notice to the Purchasers, (a) any Subsidiary of the Issuer may merge, consolidate with or into, or dissolve or liquidate into, or convey, transfer, lease or otherwise dispose of all or substantially all of its assets to, the Issuer or a Wholly-Owned Subsidiary of the Issuer which is a Domestic Subsidiary and a Credit Party, provided that the Issuer or such Wholly-Owned Subsidiary shall be the continuing or surviving entity and all actions reasonably required by the Required Purchasers, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Agent, shall have been completed, and (b) any Foreign Subsidiary may merge, consolidate with or into or dissolve or liquidate into or convey, transfer,

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lease or otherwise dispose of all or substantially all of its assets to, another Foreign Subsidiary; provided that, if a First Tier Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, such First Tier Foreign Subsidiary shall be the continuing or surviving entity.

5.4 Loans and Investments. No Credit Party shall and no Credit Party shall suffer or permit any of its Subsidiaries to (i) purchase or acquire any Stock or Stock Equivalents, or any obligations or other securities of, or any interest in, any other Person, including the establishment or creation of a Subsidiary (which shall be permitted only to the extent an Investment under this Section 5.4 is permitted), or (ii) make any Acquisitions, or any other acquisition of all or substantially all of the assets of another Person, or of any business or division of any Person, including without limitation, by way of merger, consolidation or other combination or (iii) make or purchase any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including the Issuer, any Affiliate of the Issuer or any Subsidiary of the Issuer (the items described in clauses (i), (ii) and (iii) are referred to as “Investments”), except for:

(a) Investments in cash and Cash Equivalents;

(b) extensions of credit and other Investments by (i) any Credit Party (other than Holdings) to any other Credit Party (other than Holdings), (ii) the Issuer or any Domestic Subsidiary of the Issuer to Foreign Subsidiaries of the Issuer not to exceed, when combined with dispositions permitted under Section 5.2(e)(i), $3,300,000 in the aggregate at any time outstanding for all such extensions of credit and other Investments and, to the extent applicable, dispositions; provided that, if the extensions of credit described in foregoing clauses (i) and (ii) are evidenced by notes, such notes shall be pledged to Agent, for the benefit of the Secured Parties, subject to the terms of the Intercreditor Agreement, and have such terms as the Required Purchasers may reasonably require and (iii) a Foreign Subsidiary of the Issuer to another Foreign Subsidiary of the Issuer (it being understood and agreed that this Section 5.4(b) does not permit any extensions of credit or Investments in joint ventures or similar arrangements);

(c) loans and advances to current or former employees, officers, directors, consultants and advisors in the Ordinary Course of Business or in connection with relocations, indemnification or reimbursement in respect of liabilities relating to them serving in any such capacity, including business travel and entertainment expenses not to exceed $715,000 in the aggregate at any time outstanding;

(d) Investments received as the non-cash portion of consideration received in connection with transactions permitted pursuant to Section 5.2(b);

(e) Investments acquired in connection with the settlement of delinquent Accounts in the Ordinary Course of Business or in connection with the bankruptcy or reorganization of suppliers or customers; and

(f) Investments consisting of loans made by the Issuer (or any parent company of the Issuer) to officers, directors and employees of a Credit Party or any Subsidiary of a Credit Party which are used by such Persons to purchase simultaneously Stock or Stock Equivalents of the Issuer (or any parent company of the Issuer); provided that the proceeds of any such loan made in reliance on this clause (f) shall be contributed to the Issuer in connection with such purchase of Stock or Stock Equivalents;

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(g) Investments existing on the Closing Restatement Effective Date and set forth on Schedule 5.4;

(h) Investments comprised of Contingent Obligations permitted by Section 5.9;

(i) Permitted Acquisitions;

(j) (i) Investments to consummate the Closing Date Related Transactions on the Original Closing Date in accordance with the provisions of the Closing Date Related Agreements and (ii) Investments to consummate the Closing Restatement Effective Date Related Transactions on the Closing Restatement Effective Date in accordance with the provisions of the Closing Restatement Effective Date Related Agreements (without duplication of sub-clause (i) above);

(k) to the extent constituting an Investment, Capital Expenditures permitted hereunder;

(l) to the extent constituting an Investment, transactions permitted by Section 5.3;

(m) to the extent constituting an Investment, Rate Contracts permitted by Section 5.9(b);

(n) to the extent constituting an Investment, Restricted Payments permitted by Section 5.11(c);

(o) Investments by Subsidiaries of the Issuer that are not Credit Parties in a Credit Party (other than Holdings) as long as, to the extent such Investments consist of extensions of credit, such obligations are subordinated to the Obligations on terms and pursuant to documentation reasonably satisfactory to the Required Purchasers;

(p) Investments in joint ventures or similar arrangements of the Credit Parties (other than Holdings) entered into after the Closing Restatement Effective Date that in each case do not constitute a Subsidiary thereof; provided that with respect to such joint ventures or similar arrangements, (i) no Credit Party and no Subsidiary of any Credit Party has any liability for the obligations of such joint venture or similar arrangement and such Person’s liability is limited to the Investments therein that are permitted by the following clause (ii) and (ii) such Investments do not exceed $1,000,000 (net of any repayments, dividends or distributions constituting return of capital in respect thereto actually received in cash by the Issuer or its Subsidiaries) in an aggregate amount at any one time outstanding for all such joint ventures or similar arrangements (the joint venture or similar arrangement described in this Section 5.4(p) is herein referred to as a “Permitted Joint Venture”);

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(q) to the extent constituting an Investment, deposits permitted by Section 5.1(e) or 5.1(t);

(r) other Investments (other than Investments in joint ventures or similar arrangements) not to exceed $3,300,000 in the aggregate at any time outstanding; and

(s) to the extent constituting an Investment, purchases of contract rights or licenses or leases of Intellectual Property by a Credit Party or a Subsidiary thereof, in each case in the Ordinary Course of Business.

Notwithstanding anything to the contrary set forth above, the Credit Parties and their Subsidiaries may hold Investments solely to the extent such Investments reflect an increase in the value of Investments otherwise permitted under this Section 5.4.

5.5 Limitation on Indebtedness. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume, permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:

(a) the Obligations;

(b) Indebtedness consisting of Contingent Obligations described in clause (a) of the definition thereof and permitted pursuant to Section 5.9 and, upon any matured obligations actually arising pursuant thereto, the Indebtedness corresponding to the Contingent Obligations so extinguished;

(c) Indebtedness existing on the Closing Restatement Effective Date and set forth in Schedule 5.5 including Permitted Refinancings thereof;

(d) Indebtedness not to exceed $3,300,000 5,500,000 (inclusive of such Indebtedness outstanding as of the Closing Restatement Effective Date) in the aggregate at any time outstanding, consisting of Capital Lease Obligations or secured by Liens permitted by Section 5.1(h) and Permitted Refinancings thereof;

(e) unsecured intercompany Indebtedness permitted pursuant to Section 5.4(b);

(f) First Lien Indebtedness and, subject to the Intercreditor Agreement, Permitted Refinancings thereof, in an aggregate principal amount not to exceed the Maximum First Lien Principal Amount (as defined in the Intercreditor Agreement); provided that no First Lien Indebtedness may be held by or owed to, directly or indirectly, the Issuer or any of its Affiliates (except to the limited extent permitted under Section 9.9(b) of the First Lien Credit Agreement as in effect on the date hereofRestatement Effective Date);

(g) [reserved];

(h) Indebtedness in respect of netting services and overdraft protections in connection with deposit accounts, in each case in the Ordinary Course of Business; provided that any such Indebtedness does not consist of Indebtedness for borrowed money and is owed to the financial institutions providing such arrangements and such Indebtedness is extinguished within five (5) Business Days;

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(i) Indebtedness owing to sellers constituting consideration for Permitted Acquisitions which is subordinated to the Obligations as to right and time of payment and as to other rights and remedies thereunder and having such other terms as are, in each case, reasonably satisfactory to the Required Purchasers; provided that, with respect to any such Permitted Acquisition, the sum of such Indebtedness owing to sellers shall not exceed 10% of the total consideration paid for such Permitted Acquisition;

(j) Indebtedness arising out of Permitted Acquisitions and consisting of obligations of any Credit Party under provisions relating to indemnification, adjustment of purchase price with respect thereto based on changes in working capital and earn-outs based on the income generated by the assets acquired in any such Permitted Acquisition after the consummation thereof; provided that with respect to any such Permitted Acquisition, the maximum amount of such earn-outs payable in connection with such Permitted Acquisition shall not exceed $5,500,000, unless, at the time of such Permitted Acquisition, the Leverage Ratio on a pro forma basis would be less than or equal to 4.75 to 1.00 after giving effect to such Permitted Acquisition (recomputed for the most recent Fiscal Quarter for which financial statements have been delivered hereunder), in which case there shall be no limitation on the maximum amount of such earn-outs (other than as provided in the definition of Permitted Acquisitions);

(k) Indebtedness assumed in connection with Permitted Acquisitions or Indebtedness of any Person existing at the time such Person is merged with or into or consolidated with, or becomes a Subsidiary of, the Issuer or any Subsidiary of the Issuer in connection with Permitted Acquisitions; provided that (i) such Indebtedness is not incurred in connection with or in contemplation of such other Person merging with or into, or becoming a Subsidiary of the Issuer or such Subsidiary, (ii) such Indebtedness is not subject to any Contingent Obligations except Contingent Obligations of Persons acquired in such Permitted Acquisition not created in connection with, or in contemplation of, such Permitted Acquisition, and (iii) the aggregate principal amount of such Indebtedness shall not exceed $1,650,000 at any time outstanding;

(l) Indebtedness of the Issuer consisting of (x) redemption obligations with respect to Stock or Stock Equivalents issued to current or former directors, officers and employees the extent such redemption is permitted by Section 5.11(b) and (y) promissory notes issued by the Issuer to current or former directors, officers and employees to redeem Stock or Stock Equivalents issued to such director, officer or employee to the extent such redemption is permitted by Section 5.11(b);

(l) [reserved];

(m) Indebtedness incurred by a Foreign Subsidiary that is not a Credit Party for working capital or other general corporate purposes in an aggregate principal outstanding amount not exceeding $3,300,000 (or its equivalent in another currency or currencies) at any time which is not guaranteed by any Credit Party or its Subsidiaries or secured by the assets or Stock of any Credit Party or its Subsidiaries other than the assets of such Foreign Subsidiary or Stock of such Subsidiary that is not required to be pledged to Agent, for the benefit of the Secured Parties, as security for the Obligations;

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(n) Indebtedness under Rate Contracts permitted pursuant to Section 5.9(b);

(o) [reserved];

(p) (i) other unsecured Indebtedness not exceeding $5,500,000 in the aggregate at any time outstanding, of which no more than $2,750,000 shall constitute Indebtedness that is not Subordinated Indebtedness, and (ii) to the extent that the Leverage Ratio on a pro forma basis would be less than or equal to 4.75 to 1.00 immediately after giving effect to the incurrence thereof (recomputed for the most recent Fiscal Quarter for which financial statements have been delivered hereunder), additional unsecured Indebtedness not exceeding $8,250,000 in the aggregate at any time outstanding;

(q) Indebtedness incurred in the Ordinary Course of Business in respect of netting services, overdraft protections, employee credit card programs and other similar services in connection with cash management and deposit accounts, Indebtedness in connection with drafts payable for payroll and other ordinary course expense items, and Indebtedness owed to depository banks for returned items incurred in the Ordinary Course of Business;

(r) Indebtedness incurred in the Ordinary Course of Business to finance insurance policy premiums;

(s) Indebtedness consisting of reimbursement obligations under appeal bonds and guaranties thereof and letters of credit required in the Ordinary Course of Business or in connection with the enforcement of rights or claims of any Credit Party or its Subsidiaries, in each case to the extent a letter of credit supports in whole or in part the obligations of any Credit Party or any of its Subsidiaries with respect to such bonds, guaranties and letters of credit;

(t) other Indebtedness not exceeding $1,100,000 in the aggregate at any time outstanding; and

(u) Indebtedness consisting of installment or deferred purchase price arrangements between a seller or vendor (or, in each case, any Affiliate of seller or vendor) of medical technology and/or related intellectual property and any Credit Party or its Subsidiaries, in an aggregate principal outstanding amount not exceeding $2,750,000.

For purposes of determining compliance with this Section 5.5, in the event that an item of Indebtedness meets the criteria of more than one of the clauses of this Section 5.5, the Issuer shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 5.5 and such item of Indebtedness will be treated as having been incurred pursuant to only one of such clauses. In addition, the Issuer may, at any time, change the classification of an item of Indebtedness (or any portion thereof) to any other clause; provided that the Issuer would be permitted to incur such item of Indebtedness (or such portion thereof) pursuant to such other clause at such time of reclassification. Accrual of interest, accretion or amortization of original issue discount will not be deemed to be an incurrence of Indebtedness for purposes of this Section 5.5.

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5.6 Transactions with Affiliates. Except as set forth on Schedule 5.6, no Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, enter into any transaction with any Affiliate of the Issuer or of any such Subsidiary, except:

(a) as expressly permitted by this Agreement; or

(b) pursuant to the reasonable requirements of the business of such Credit Party or such Subsidiary upon fair and reasonable terms no less favorable to such Credit Party or such Subsidiary than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of the Issuer or such Subsidiary and which are disclosed in writing to the Purchasers if in excess of $1,000,000.

5.7 Management Fees and Compensation. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, pay any management, consulting or similar fees to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party except:

(a) payment of reasonable compensation to officers and employees for actual services rendered to the Credit Parties and their Subsidiaries in the Ordinary Course of Business (including reimbursement of any expenses and indemnities incurred in connection therewith);

(b) (i) (x) payment to directors and their affiliates for consulting, advisory and promotional services, (y) payment of reasonable and customary directors’ fees and expenses and (z) payment of fees and expenses in connection with consulting and related services by an operating partner of the Sponsor (or an Affiliate thereof), so long as such services and fees and expenses paid by any Credit Party in respect thereof, are substantially comparable to, or no less favorable to the Credit Parties than, the services, and the fees and expenses in respect of such services, that the Credit Parties could be expected to receive from, and pay to, a third party providing substantially similar services and do not exceed in the aggregate, with respect to all such items in this clause (i), $2,000,000 in any Fiscal Year of the Issuer and (ii) reimbursement of reasonable out-of-pocket expenses of directors and their affiliates in connection with such consulting, advisory and promotional services (including, without limitation, travel related expenses);

(c) (i) payment of a management fee to Kohlberg & Co., L.L.C. pursuant to the Management Agreement and not to exceed $500,000 per annum payable in equal quarterly installments; provided that the fees described in this clause (i) shall not be paid during any period while an Event of Default has occurred and is continuing under (A) Sections 7.1(a), (f) or (g) or would arise as a result of such payment or (B) any other provision of Section 7.1 unless, in the case of clause (B), the Fixed Charge Coverage Ratio would not be less than 1.00 to 1.00 on a pro forma basis after giving effect thereto; and (ii) payment of one-time transaction fees payable in accordance with the terms of the Management Agreement (as in effect on the Closing Restatement Effective Date); provided that the fees described in this clause (ii) shall not exceed two and one-half percent (2.5%) of the enterprise value of the applicable transaction if an Event of Default has occurred and is continuing under (A) Sections 7.1(a), (f) or (g) or would arise as a result of such payment or (B) any other provision of Section 7.1 and the Fixed Charge Coverage Ratio would be less than 1.00 to 1.00 on a pro forma basis after giving effect thereto; provided,

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further, that, in either case of foregoing clause (i) or (ii), any fees not paid due to the failure to meet such Fixed Charge Coverage Ratio or the existence of an Event of Default under Sections 7.1(a), 7.1(f) or 7.1(g) or would arise as a result of such payment, shall be deferred but shall continue to accrue while deferred and may be paid after the Fixed Charge Coverage Ratio would be equal to or greater than 1.00 to 1.00 on a pro forma basis after giving effect thereto as of the last day of two consecutive Fiscal Quarters or if no such Event of Default under Sections 7.1(a), 7.1(f) or 7.1(g) is continuing or would arise as a result of such payment, as applicable; and

(d) reimbursement of reasonable out-of-pocket costs and expenses to Kohlberg & Co., L.L.C. required to be paid pursuant to the Management Agreement.

5.8 Use of Proceeds. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, use any portion of the Term Loan proceeds, directly or indirectly, to purchase or carry Margin Stock or repay or otherwise refinance Indebtedness of any Credit Party or others incurred to purchase or carry Margin Stock, or otherwise in any manner which is in contravention of any Requirement of Law or in violation of this Agreement.

5.9 Contingent Obligations. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Obligations and except:

(a) endorsements for collection or deposit in the Ordinary Course of Business;

(b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation;

(c) Contingent Obligations of the Credit Parties and their Subsidiaries existing as of the Closing Restatement Effective Date and listed in Schedule 5.9, including extension and renewals thereof which do not increase the amount of such Contingent Obligations (except by an amount equal to any premium or other similar amount paid, and fees and expenses incurred in connection with such modification, extension or renewal) or impose materially more restrictive or adverse terms on the Credit Parties or their Subsidiaries as compared to the terms of the Contingent Obligation being renewed or extended;

(d) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent for the benefit of the Secured Parties title insurance policies;

(e) subject to the limitations set forth in Section 5.5(j), Contingent Obligations arising with respect to customary indemnification obligations, adjustment of purchase price, earn-outs, non-compete, consulting and similar obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder, (ii) purchasers in connection with dispositions permitted under Section 5.2(b) and (iii) vendors in connection with contracts entered into in the Ordinary Course of Business;

(f) Contingent Obligations arising under letters of credit issued pursuant to the First Lien Credit Agreement;

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(g) Contingent Obligations arising under guarantees made in the Ordinary Course of Business of obligations of any Credit Party (other than Holdings), which obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guaranty shall be subordinated to the same extent;

(h) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeals bonds, performance bonds and other similar obligations;

(i) Contingent Obligations to insurers required in connection with workers’ compensation and other insurance coverage incurred in the Ordinary Course of Business;

(j) customary indemnification obligations in connection with sales, other dispositions and leases of Credit Parties permitted under this Agreement;

(k) to the extent constituting Contingent Obligations severance obligations under employment arrangements with employees and officers in the Ordinary Course of Business; and

(l) other Contingent Obligations not exceeding $1,100,000 in the aggregate at any time outstanding.

5.10 Compliance with ERISA. Except as would not reasonably be expected to have a Material Adverse Effect, no ERISA Affiliate shall cause or suffer to exist (a) any event that could result in the imposition of a Lien on any asset of a Credit Party or a Subsidiary of a Credit Party with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event. No Credit Party shall cause or suffer to exist any event that could result in the imposition of a Lien with respect to any Benefit Plan (other than any Title IV Plan) that would reasonably be expected to have a Material Adverse Effect.

5.11 Restricted Payments. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any Stock or Stock Equivalent, (ii) purchase, redeem or otherwise acquire for value any Stock or Stock Equivalent now or hereafter outstanding, or (iii) make any payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, Subordinated Indebtedness (the items described in clauses (i), (ii) and (iii) above are referred to as “Restricted Payments”); except that any Wholly-Owned Subsidiary of the Issuer may declare and pay dividends to the Issuer or any Wholly-Owned Subsidiary of the Issuer and except that:

(a) Holdings may declare and make dividend payments or other distributions payable solely in its Stock or Stock Equivalents;

(b) the Issuer may redeem from current or former officers, directors and employees Stock and Stock Equivalents or may make distributions to Holdings which are immediately used by Holdings to redeem from current or former officers, directors and employees Stock and Stock Equivalents; provided, in each case, all of the following conditions are satisfied:

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(i) no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment;

(ii) after giving effect to such Restricted Payment, the Credit Parties are in compliance on a pro forma basis with the covenants set forth in Section 6.2 and Section 6.3, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered;

(iii) the aggregate amount of such Restricted Payments shall not exceed $5,000,000 during the term of this Agreement; and

(iv) after giving effect to such Restricted Payment, Availability (calculated in accordance with the First Lien Credit Agreement as in effect on the Closing Date) is not less than $3,000,000;

(b) [reserved];

(c) the Credit Parties may make payments as when due and payable of any Subordinated Indebtedness permitted hereunder solely to the extent permitted under the applicable subordination agreement or other terms applicable thereto;

(d) in the event the Issuer files a consolidated, combined, unitary or similar type income Tax return with Holdings, the Issuer may make distributions to Holdings (and Holdings may make distributions of such amounts to its parent companies) to permit Holdings and any such parent company to (i) pay federal and state income Taxes then due and payable, franchise Taxes and (ii) other similar licensing expenses incurred in the ordinary course of business provided, that the amount of such distribution shall not be greater than the amount of such Taxes or expenses that would have been due and payable by the Issuer and its relevant Subsidiaries had the Issuer not filed a consolidated, combined, unitary or similar type return with Holdings (and, if applicable, such parent company);

(e) the Issuer may make distributions to Holdings and Holdings may make distributions to its parent companies to permit Holdings (or its parent companies) to pay administrative expenses and corporate overhead, including, without limitation, legal and accounting fees and expenses, corporate maintenance costs, and other costs and expenses incurred by Holdings (or its parent companies) in the Ordinary Course of Business as long as the aggregate amount of all such distributions does not exceed $250,000 in any Fiscal Year;

(f) Issuer may make distributions to Holdings (and Holdings may make distributions of such amounts to its parent companies) to permit Holdings and any parent company to make payments in connection with the Specified Distributions; and

(g) as long as no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment, the Credit Parties may make other Restricted Payments (other than redemptions by the Issuer of Stock or Stock Equivalents held by current or former officers, directors and employees of Holdings or its Subsidiaries or distributions by the Issuer to Holdings which are immediately used by Holdings to redeem Stock and Stock Equivalents from current or former officers, directors and employees of Holdings or its Subsidiaries) as long as the aggregate amount of all such Restricted Payments does not exceed $500,000 in any Fiscal Year.

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5.12 Change in Business. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, engage in any material line of business substantially different from those lines of business carried on by it on the date hereof Restatement Effective Date (or which are incidental, ancillary or complementary thereto or are reasonable extensions thereof). Holdings shall not engage in any business activities or own any Property other than (i) ownership of its respective portion of the Stock and Stock Equivalents of the Issuer, (ii) activities and contractual rights incidental to maintenance of its corporate existence or to its participation in tax, accounting or other administrative matters as a member of the consolidated group of the Credit Parties, (iii) performance of its obligations under the Note Documents and , the Closing Date Merger Agreement and the Restatement Effective Date Related Agreements to which it is a party, (iv) issuing, selling and redeeming its own Stock or Stock Equivalents to the extent permitted under this Agreement, (v) preparing reports to, and preparing and making notices to and filings with, Governmental Authorities and to the holders of its Stock and Stock Equivalents, (vi) incurring liability under the Note Documents, Indebtedness and other obligations permitted to be incurred by it under this Agreement and liabilities imposed by a Requirement of Law, (vii) providing indemnification to its officers and directors, (viii) non-operational activities as necessary to consummate any Permitted Acquisition or any other Investment permitted under Section 5.4 and (ix) receipt and payment of dividends permitted by Section 5.11, (x) activities in connection with preparation for an Initial Public Offering and (xi) activities incidental to the foregoing.

5.13 Change in Structure. Except as expressly permitted under Section 5.3, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to amend any of its Organization Documents in any respect that could reasonably be considered materially adverse to Agent or Purchasers.

5.14 Changes in Accounting, Name and Jurisdiction of Organization. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, (i) make any significant change in accounting treatment or reporting practices, except as required or permitted by GAAP, (ii) change the Fiscal Year or method for determining Fiscal Quarters of any Credit Party or of any consolidated Subsidiary of any Credit Party, (iii) change its name as it appears in official filings in its jurisdiction of organization or (iv) change its jurisdiction of organization, in the case of clauses (iii) and (iv), without at least twenty (20) days’ prior written notice to the Purchasers and the acknowledgement of Agent and the Required Purchasers that all actions required by Agent and the Required Purchasers, including those to continue the perfection of its Liens, have been completed.

5.15 Amendments to Closing Date Related Agreements and other Agreements. (a) No Credit Party shall , and no Credit Party shall permit any of its Subsidiaries, to (i) amend, supplement, waive or otherwise modify any provision of any Closing Date Related Agreement (other than the First Lien Indebtedness Documents) or the Restatement Effective Date Merger Agreement, in each case, in a manner adverse to Agent or Purchasers or which would reasonably be expected to have a Material Adverse Effect, or (ii) take or fail to take any action under any Closing Date Related Agreement or any Restatement Effective Date Related Agreement, in each case, that would reasonably be expected to have a Material Adverse Effect.

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