Amendment No. 1 to CREDIT, SECURITY AND GUARANTY AGREEMENT

Amendment No. 1 to CREDIT, SECURITY AND GUARANTY AGREEMENT

 

This Amendment No. 1 TO CREDIT, SECURITY AND GUARANTY AGREEMENT (this “Agreement”) is made as of this 29th day of October, 2024, by and among ALPHATEC HOLDINGS, INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto (the “Guarantors”), WILMINGTON TRUST, NATIONAL ASSOCIATION, in its capacity as administrative agent and collateral agent (in such capacities and together with its permitted successors and assigns, the “Agent”), and the Lenders party hereto.

RECITALS

 

 

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, the terms and conditions set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Agent, the Borrower and the Lenders hereby agree as follows:

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[SIGNATURES APPEAR ON FOLLOWING PAGES]

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IN WITNESS WHEREOF, intending to be legally bound, and intending that this document constitute an agreement executed under seal, the undersigned have executed this Agreement under seal as of the day and year first hereinabove set forth.

 

AGENT:	WILMINGTON TRUST, NATIONAL ASSOCIATION    By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇  Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President

 

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LENDER:	Braidwell Transaction Holdings LLC – Series 1            By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇  Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chief Operating Officer & General Counsel  By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇  Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Head of Finance & Operations

[Signatures Continue on Following Page]

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BORROWER:	ALPHATEC HOLDINGS, INC.     By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇: Chief Financial Officer

 

GUARANTOR:	ALPHATEC SPINE, INC.     By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇: Chief Financial Officer

 

GUARANTOR: SAFEOP SURGICAL, INC.

By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Financial Officer



















 

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Exhibit A

 

Amended Credit Agreement

 

[See Attached]

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Exhibit B

 

Annex A-1 to Credit Agreement

 

 

 

Lender	2024 Term Loan Commitment
Braidwell Transaction Holdings LLC – Series 1	$50,000,000
TOTALS	$50,000,000

 

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Annex B to Credit Agreement (COLLATERAL)

The Collateral consists of all of each Credit Party’s assets, including without limitation, all of each Credit Party’s right, title and interest in and to the following, whether now owned or hereafter created, acquired or arising:

(a) all goods, Accounts (including health-care insurance receivables), Equipment, Inventory, contracts together with all contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, Intellectual Property, IP Proceeds, commercial tort claims (including each such claim listed on Schedule 9.2(d)), documents, Instruments (including any promissory notes), chattel paper (whether tangible or electronic), Vehicles and title documents with respect to Vehicles, cash, Deposit Accounts, Securities Accounts, fixtures, letter of credit rights (whether or not the letter of credit is evidenced by a writing), securities (including all Equity Interests), and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located;

(b) all of such Credit Party’s books and records relating to any of the foregoing and all rights of access to such Credit Party’s books; and

(c) any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and products insurance proceeds of any and/or all of the foregoing;

provided, that, for avoidance of doubt, Collateral shall not include any Excluded Property.

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Schedules
(To be attached)

 

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CREDIT, SECURITY AND GUARANTY AGREEMENT

dated as of January 6, 2023,
as amended by Amendment No. 1 to Credit, Security and Guaranty Agreement, dated as of October 29, 2024

by and among

ALPHATEC HOLDINGS, INC.,

as Borrower,

and

any guarantor that hereafter becomes party hereto, each as Guarantor, and collectively as Guarantors,

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Agent,

and

THE LENDERS

FROM TIME TO TIME PARTY HERETO

 

 

 

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table of contents

Page

Article 1 - DEFINITIONS 12

Section 1.1 Certain Defined Terms 12

Section 1.2 Accounting Terms and Determinations 4142

Section 1.3 Other Definitional and Interpretive Provisions 4142

Section 1.4 Settlement and Funding Mechanics 4243

Section 1.5 Time is of the Essence 4243

Section 1.6 Time of Day 4243

Article 2 - LOANS 4243

Section 2.1 Loans 4243

Section 2.2 Interest, Interest Calculations and Certain Fees 4345

Section 2.3 Notes 4648

Section 2.4 Repayments, Prepayments and Interest. 4748

Section 2.5 Application. 4849

Section 2.6 General Provisions Regarding Payment; Loan Account 4850

Section 2.7 Maximum Interest 4850

Section 2.8 Taxes; Capital Adequacy; Increased Costs; Inability to Determine Rates; Illegality 4951

Section 2.9 [Reserved] 5355

Section 2.10 [Reserved] 5355

Section 2.11 Termination; Restriction on Termination 5355

Article 3 - REPRESENTATIONS AND WARRANTIES 5456

Section 3.1 Existence and Power 5456

Section 3.2 Organization and Governmental Authorization; No Contravention 5456

Section 3.3 Binding Effect 5556

Section 3.4 Capitalization 5556

Section 3.5 Financial Information 5557

Section 3.6 Litigation 5557

Section 3.7 Ownership of Property 5557

Section 3.8 No Default 5657

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Section 3.9 Labor Matters 5657

Section 3.10 Investment Company Act 5658

Section 3.11 Margin Regulations. 5658

Section 3.12 Compliance With Laws; Anti-Corruption, Anti-Money Laundering and Anti-Terrorist Financing Laws; Sanctions; Export Control Laws. 5658

Section 3.13 Taxes 5759

Section 3.14 Compliance with ERISA 5759

Section 3.15 Brokers 5860

Section 3.16 [Reserved] 5860

Section 3.17 Material Contracts 5860

Section 3.18 Compliance with Environmental Requirements; No Hazardous Materials 5860

Section 3.19 Intellectual Property 5961

Section 3.20 Solvency 6062

Section 3.21 Full Disclosure 6062

Section 3.22 Senior Indebtedness Status 6062

Section 3.23 Subsidiaries 6162

Section 3.24 Regulatory Matters 6162

Article 4 - AFFIRMATIVE COVENANTS 6263

Section 4.1 Financial Statements and Other Reports and Notices 6263

Section 4.2 Payment and Performance of Obligations 6465

Section 4.3 Maintenance of Existence 6466

Section 4.4 Maintenance of Property; Insurance 6566

Section 4.5 Compliance with Laws and Material Contracts 6667

Section 4.6 Inspection of Property, Books and Records 6667

Section 4.7 Use of Proceeds 6668

Section 4.8 Intellectual Property, Inbound Licenses. 6668

Section 4.9 Notices of Material Contracts, Litigation and Defaults 6768

Section 4.10 Hazardous Materials; Remediation 6769

Section 4.11 Further Assurances 6869

Section 4.12 Regulatory Reporting and Covenants 6970

Section 4.13 Power of Attorney 6971

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Section 4.14 Schedule Updates 6971

Article 5 - NEGATIVE COVENANTS 6971

Section 5.1 Debt; Contingent Obligations 6971

Section 5.2 Liens 7071

Section 5.3 Distributions 7071

Section 5.4 Restrictive Agreements 7071

Section 5.5 Payments and Modifications of Subordinated Debt 7072

Section 5.6 Consolidations, Mergers and Sales of Assets 7274

Section 5.7 Purchase of Assets, Investments 7274

Section 5.8 Transactions with Affiliates 7374

Section 5.9 Modification of Organizational Documents 7375

Section 5.10 Modification of Certain Agreements 7375

Section 5.11 Conduct of Business 7375

Section 5.12 Orthotec Litigation and Settlement Payments 7475

Section 5.13 Limitation on Sale and Leaseback Transactions 7475

Section 5.14 Deposit Accounts and Securities Accounts; Payroll and Benefits Accounts 7475

Section 5.15 Compliance with Anti-Corruption Laws, Anti-Money Laundering and Anti-Terrorist Financing Laws; Sanctions; Export Control Laws. 7476

Section 5.16 Excluded Subsidiaries 7576

Article 6 - FINANCIAL COVENANTS 7577

Section 6.1 Minimum Liquidity 7577

Section 6.2 Evidence of Compliance 7577

Article 7 - CONDITIONS 7577

Section 7.1 Conditions to Closing 7577

Section 7.2 Conditions to Each Delayed Draw Term Loan. 7678

Section 7.3 Searches 7779

Section 7.4 Post-Closing Requirements 7779

Article 8 – [RESERVED] 7779

Article 9 - SECURITY AGREEMENT 7779

Section 9.1 Generally 7779

Section 9.2 Representations and Warranties and Covenants Relating to Collateral 7879

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Section 9.3 Release of Collateral. 8182

Article 10 - EVENTS OF DEFAULT 8183

Section 10.1 Events of Default 8183

Section 10.2 Acceleration and Suspension or Termination of Delayed Draw Term Loan Commitment 84Remedies 85

Section 10.3 UCC Remedies 8485

Section 10.4 [Reserved]. 8687

Section 10.5 Default Rate of Interest 8687

Section 10.6 Setoff Rights 8687

Section 10.7 Application of Proceeds 8688

Section 10.8 Waivers 8788

Section 10.9 Injunctive Relief 8890

Section 10.10 Marshalling; Payments Set Aside 8990

Article 11 - AGENT 8990

Section 11.1 Appointment and Authorization 8990

Section 11.2 Agent and Affiliates 8991

Section 11.3 Action by Agent 8991

Section 11.4 Consultation with Experts 9091

Section 11.5 Liability of Agent 9091

Section 11.6 Indemnification 9193

Section 11.7 Right to Request and Act on Instructions 9193

Section 11.8 Credit Decision 9293

Section 11.9 Collateral Matters 9293

Section 11.10 Agency for Perfection 9294

Section 11.11 Notice of Default 9294

Section 11.12 Assignment by Agent; Resignation of Agent; Successor Agent 9394

Section 11.13 Payment and Sharing of Payment 9495

Section 11.14 Right to Perform, Preserve and Protect 9496

Section 11.15 No Fiduciary Duty, Etc. 9496

Section 11.16 Amendments and Waivers 9597

Section 11.17 Assignments and Participations 9698

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Section 11.18 Funding and Settlement Provisions Applicable When Non-Funding Lenders Exist 98100

Section 11.19 Buy-Out Upon Refinancing 99[Reserved] 101

Section 11.20 Erroneous Payments 99101

Section 11.21 ABL Intercreditor Agreement. 100103

Article 12 – GUARANTY 101103

Section 12.1 Guaranty 101103

Section 12.2 Payment of Amounts Owed 101103

Section 12.3 Certain Waivers by Guarantor 101104

Section 12.4 Guarantor’s Obligations Not Affected by Modifications of Financing Documents 103105

Section 12.5 Reinstatement; Deficiency 104106

Section 12.6 Subordination of ▇▇▇▇▇▇▇▇’s Obligations to Guarantors; Claims in Bankruptcy. 104107

Section 12.7 Maximum Liability 105107

Section 12.8 Guarantor’s Investigation 105108

Section 12.9 Termination 106108

Section 12.10 Representative 106108

Section 12.11 Guarantor Acknowledgement 106108

Section 12.12 Indemnification and Contribution. 106108

Article 13 - MISCELLANEOUS 107109

Section 13.1 Survival 107109

Section 13.2 No Waivers 107110

Section 13.3 Notices 107110

Section 13.4 Severability 109112

Section 13.5 Headings 109112

Section 13.6 Confidentiality 109112

Section 13.7 Waiver of Consequential and Other Damages 110113

Section 13.8 GOVERNING LAW; SUBMISSION TO JURISDICTION 110113

Section 13.9 WAIVER OF JURY TRIAL 111113

Section 13.10 Publication; Advertisement 111114

Section 13.11 Counterparts; Integration 112115

Section 13.12 No Strict Construction 112115

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Section 13.13 Lender Approvals 112115

Section 13.14 Expenses; Indemnity 112115

Section 13.15 [Reserved] 114117

Section 13.16 Reinstatement 114117

Section 13.17 Successors and Assigns 115117

Section 13.18 USA PATRIOT Act Notification 115117

Section 13.19 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 115118

 

 

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CREDIT, SECURITY AND GUARANTY AGREEMENT

THIS CREDIT, SECURITY AND GUARANTY AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of January 6, 2023 by and among ALPHATEC HOLDINGS, INC., a Delaware corporation (together with its successors and permitted assigns, the “Borrower”), and any entities that become party hereto as Guarantors (each of their successors and permitted assigns, individually as a “Guarantor”, and collectively as “Guarantors”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

RECITALS

Borrower has requested that Lenders make available to Borrower the financing facilities as described herein. Lenders are willing to extend such credit to Borrower under the terms and conditions herein set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, Borrower, Guarantors, Lenders and Agent agree as follows:

“2024 Term Loans” has the meaning set forth in Section 2.1(c).

“2024 Term Lender” means each Lender having a 2024 Term Loan Commitment amount in excess of Zero Dollars ($0) (or, in the event the 2024 Term Loan Commitment shall have been terminated at any time, each Lender at such time having outstanding 2024 Term Loans in excess of zero Dollars ($0)).

“2024 Term Loan Commitment” means, as to any Lender, the dollar amount set forth opposite such ▇▇▇▇▇▇’s name on the Commitment Annex under the column “2024 Term Loan Commitment”, as such amount may be adjusted from time to time by any amounts assigned pursuant to the terms of any and all effective assignment agreements to which such Lender is a party. For the avoidance of doubt, the aggregate 2024 Term Loan Commitment of all Lenders on the Amendment No. 1 Effective Date shall be $50,000,000.

“2026 Convertible Note Documents” means the 2026 Convertible Notes, the 2026 Notes Indenture and each other material document or agreement from time to entered into in connection with the foregoing.

“2026 Convertible Notes” means those certain 0.75% convertible senior notes due 2026, issued by ▇▇▇▇▇▇▇▇ and governed by the terms of an indenture, dated as of August 10, 2021, between Borrower and U.S. Bank, National Association, as trustee (the “2026 Notes Indenture”).

“ABL Agent” means the “Agent” as defined in the ABL Credit Agreement.

“ABL Credit Agreement” means the Credit, Security and Guaranty Agreement, dated as of September 29, 2022, by and among Borrower, the other parties party thereto and MidCap Funding IV Trust

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as agent, as such document may be amended, restated, supplemented or otherwise modified, replaced, refinanced, renewed, restructured or extended from time to time in accordance with the ABL Intercreditor Agreement.

“ABL Debt” means “Obligations” as defined in the ABL Credit Agreement (or any comparable successor provision); provided that (a) no Subsidiary that is not a Credit Party shall guarantee, or otherwise be an obligor in respect of, such Debt (unless such Subsidiary becomes a Credit Party under this Agreement), and (b) any Liens securing such Debt (x) if on Term Priority Collateral, are junior in priority to the Liens on the Term Priority Collateral securing the Obligations and (y) Collateral not constituting Term Priority Collateral, may be pari passu, senior or junior in priority to the Liens on such non-Term Priority Collateral securing the Obligations, in each case in clause (x) or (y), pursuant and subject to an ABL Intercreditor Agreement.

“ABL Documents” means the ABL Credit Agreement and each other “Financing Document” as defined in the ABL Credit Agreement.

“ABL Intercreditor Agreement” means the intercreditor agreement dated as of the date hereof by and among the Agent, ABL Agent, as acknowledged and agreed to by Credit Parties.

“ABL Priority Collateral” has the definition set forth in the ABL Intercreditor Agreement.

“ABL Security Documents” means any security documents, collateral documents or other similar documents entered into by any of the Credit Parties in connection with the ABL Credit Agreement to create or perfect Liens on assets of the Credit Parties as security for the ABL Debt, and any other documents that are designated under the ABL Credit Agreement as “Security Documents” for purposes of the ABL Intercreditor Agreement.

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

“Account Debtor” means “account debtor”, as defined in Article 9 of the UCC, and any other obligor in respect of an Account.

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

 

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any

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business, line of business or division or other unit of operation of a Person, (b) the acquisition of fifty percent (50%) or more of the Equity Interests of any Person, whether or not involving a merger or consolidation with such other Person, or otherwise causing any Person to become a Subsidiary of a Credit Party, (c) any merger or consolidation or any other combination with another Person or (d) the acquisition (including through licensing) of any Product, Product line or Intellectual Property of or from any other Person (but in each case excluding in-bound licenses of, and purchases of, over-the counter and other software that is commercially available to the public, open source licenses and non-exclusive enabling licenses in the Ordinary Course of Business).

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

“Affiliate” means, with respect to any Person, (a) any Person that directly or indirectly controls such Person, (b) any Person which is controlled by or is under common control with such controlling Person, and (c) each of such Person’s (other than, with respect to any Lender, any Lender’s) officers or directors (or Persons functioning in substantially similar roles). As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote fifteen percent (15%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agency Fee Letter” means the agency fee letter, dated the date hereof, between Borrower and the Agent.

“Agent” means Wilmington Trust, National Association, in its capacity as administrative agent and collateral agent for itself and for Lenders hereunder, as such capacity is established in, and subject to the provisions of, Article 11, and the successors and permitted assigns thereof in such capacity.

“Agent-Related-Persons” has the meaning set forth in Section 13.3(f).

“Amendment No. 1” means Amendment No. 1 to Credit, Security and Guaranty Agreement, dated as of the Amendment No. 1 Effective Date, by and among the Borrower, the other Credit Parties party thereto, the Agent and the Lenders party thereto.

“Amendment No. 1 Effective Date” means October 29, 2024.

“Anti-Corruption Laws” means any applicable international, foreign, federal, or local statute, treaty, law, or regulation concerning or relating to bribery or corruption, including, without limitation, the U.S. Foreign Corrupt Practices Act (“FCPA”) of 1977, the U.K. Bribery Act of 2010, each as amended, and any other applicable anti-bribery and anti-corruption laws and regulations of those jurisdictions in which the Credit Parties conduct business.

“Anti-Money Laundering and Anti-Terrorist Financing Laws” means any applicable Laws relating to money laundering or terrorist financing, including, without limitation, the Money Laundering Control Act of 1986, the Laws comprising or implementing the Bank Secrecy Act, the USA PATRIOT Act, or any other applicable law prohibiting or directed against terrorist activities or the financing of terrorist activities such as 18 U.S.C. §§ 2339A and 2339B.

“Announcing Form 8-K” has the meaning set forth in Section 13.3(g).

“Applicable Margin” means with respect to Term Loans and all other Obligations, five and three-fourths of one percent (5.75%).

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

“Asset Disposition” means any sale, lease, license, transfer, assignment or other consensual disposition (including by merger, allocation of assets (including allocation of assets to any series of a limited liability company), division, consolidation or amalgamation, but excluding dispositions resulting from any casualty or other damage to, any property or asset) by any Credit Party or any Subsidiary thereof of any asset (including issuances of Equity Interests of Subsidiaries) of such Credit Party or Subsidiary. For the avoidance of doubt, payments and dispositions on, and settlements of conversions of, the Permitted Convertible Debt will not be considered Asset Dispositions.

“Assignment Agreement” means an assignment agreement in substantially the form attached hereto as Exhibit H or such other form that is acceptable to Agent and, as applicable, the Borrower (whose consent shall not be unreasonably withheld or delayed).

“Available Tenor” means, as of any date of determination with respect to the then-current Benchmark, (a) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (b) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” or similar term pursuant to Section 2.2(jk).

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

 

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

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy”, as the same may be amended, modified or supplemented from time to time, and any successor statute thereto.

“Base Rate” means a per annum rate of interest equal to the greater of (a) the Floor and (b) the per annum rate of interest quoted in The Wall Street Journal, Money Rates Section as the “prime rate”, as in effect from time to time; provided, however, that Agent may, upon prior written notice to Borrower, choose a reasonably comparable index or source to use as the basis for the Base Rate.

“Base Rate Loan” means a Loan that bears interest at a rate based on the Base Rate.

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“Benchmark” means, initially, Term SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to Term SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.2(jk).

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

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

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”, the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or (b) in the case of clause (c) of the definition of “Benchmark Transition Event”, the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date. For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); (b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official or resolution authority with jurisdiction over the administrator for such Benchmark (or such

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component), or a court or an entity with similar insolvency or resolution authority, which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or (c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative. For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

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

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date pursuant to clauses (a) or (b) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.2(jk) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 2.2(jk).

“BioPharma” means each BioPharma Lenders and any BioPharma Related Lenders.

“BioPharma Lenders” means each of (a) BPCR Limited Partnership, a limited partnership established under the laws of England and Wales with registration number LP020944 and (b) BioPharma Credit Investments V (Master) LP, a Cayman Islands exempted limited partnership acting by its general partner, BioPharma Credit Investments V GP LLC, in each case to the extent such entity is a “Lender” hereunder.

“BioPharma Related Lender” means any investment fund, managed account or entity that is managed on a discretionary basis by the same investment manager as the BioPharma Lenders to which any of the Loans (or beneficial interests therein) or unused Commitments (or beneficial interests therein) are transferred or assigned or which otherwise becomes a beneficial owner of any of the Loans or unused Commitments.

“Blocked Person” means any Person: (a) listed on OFAC’s Specially Designated Nationals and Blocked Persons List or similar blocking list published by OFAC or the U.S. Department of State, (b) resident in or organized under the laws of or incorporated in a Sanctioned Country, (c) owned 50% or more or controlled by, or acting for or on behalf of, any Person in (a) or (b) above or (d) with which any Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorist Financing Law or Sanctions.

“Bona Fide Lending Affiliate” means any bona fide debt fund, investment vehicle, regulated banking entity, non-regulated lending entity or other similar entity that is primarily engaged in commercial loans and similar extensions of credit in the ordinary course of business.

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“Borrower” has the meaning set forth in the introductory paragraph of this Agreement.

“Borrower Materials” has the meaning set forth in Section 13.3(d).

“Braidwell” means the Braidwell Lender and any Braidwell Related Lenders.

“Braidwell Lender” means Braidwell Transaction Holdings LLC – Series 1, and its successors and permitted assignsto the extent such entity is a “Lender” hereunder.

“Braidwell Related Lender” means any investment fund or managed account that is managed on a discretionary basis by the same investment manager as the Braidwell Lender to which any of the Loans (or beneficial interests therein) or unused Commitments (or beneficial interests therein) are transferred or assigned or which otherwise becomes a beneficial owner of any of the Loans or unused Commitments.

“Business Day” means any day except a Saturday, Sunday or other day on which either the New York Stock Exchange is closed, or on which commercial banks in San Diego, California, London, England and New York, New York are authorized by Law to close; provided, however, that when used in the context of a SOFR Loan, the term “Business Day” shall also exclude any day that is not also a SOFR Business Day.

“Cash Equivalents” means, as of any date of determination, any of the following: (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States government, or (ii) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one (1) year after such date; (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one (1) year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇; (c) commercial paper maturing no more than one (1) year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally; (d) certificates of deposit or bankers’ acceptances maturing within one (1) year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia that (i) is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator), and (ii) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (e) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above, (ii) has net assets of not less than $500,000,000, and (iii) has the highest rating obtainable from either S&P or ▇▇▇▇▇’▇.

“Casualty Event” means the loss, damage, destruction or condemnation, as the case may be, of property of any Person or any of its Subsidiaries, for which such Person or any of its Subsidiaries receives insurance proceeds, or proceeds of a condemnation award or other compensation directly related to such loss, damage, destruction or condemnation.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C.A. § 9601 et seq., as the same may be amended from time to time.

“Change in Control” means any of the following events: (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group

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has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of forty percent (40%) or more of the combined voting power of all voting stock of Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right), (b) during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of Borrower cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body, (c) except to the extent permitted pursuant to this Agreement, Borrower ceases to own, directly or indirectly, 100% of the capital stock of any of its Subsidiaries (or such lesser portion as may be owned by Borrower as of the date hereof); or (d) the occurrence of any “Change of Control”, “Change in Control”, “Fundamental Change” (other than, in the case of the 2026 Convertible Note Documents, (i) an “Exempted Fundamental Change” or (ii) “Make-Whole Fundamental Change” that is not also a “Fundamental Change”), or terms of similar import under any Material Debt, the ABL Debt or the Permitted Convertible Debt. As used herein, “beneficial ownership” shall have the meaning provided in Rule 13d-3 of the SEC under the Securities Exchange Act of 1934.

“Closing Date” means the date of this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

“Collateral” means all property, other than Excluded Property, now existing or hereafter acquired, mortgaged or pledged to, or purported to be subjected to a Lien in favor of, Agent, for the benefit of Agent and Lenders, pursuant to this Agreement and the Security Documents, including, without limitation, all of the property described on Annex B hereto.

“Commitment Annex” means Annex A to this Agreement.

“Competitor” means, at any time of determination, any Person engaged in the same or substantially the same line of business as the Credit Parties at the time of such determination, as determined by Agent (acting at the written direction of the Required Lenders); provided that in no case shall a Bona Fide Lending Affiliate constitute a “Competitor”.

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

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or any Benchmark Replacement, any technical, administrative or operational changes (including (a) changes to the definition of “Base Rate,” “Business Day”, “Interest Period,” “Reference Time” or any similar or analogous definitions, (b) the addition of concepts such as “interest period”, (c) changes to timing and/or frequency of determining rates, making interest payments, giving borrowing requests, prepayment, conversion or continuation notices, or the applicability and length of lookback periods, (d) the applicability of Section 2.8 and (e) other technical, administrative or operational matters) that Agent decides (which may be in consultation with the Required Lenders) may be appropriate to reflect the adoption and implementation of Term SOFR or such Benchmark Replacement and to permit the administration thereof

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by Agent in a manner substantially consistent with market practice (or, if Agent decides that adoption of any portion of such market practice is not administratively feasible or determines that no such market practice exists, in such other manner as Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Financing Documents).

“Consolidated Subsidiary” means, at any date, any Subsidiary the accounts of which would be consolidated with those of Borrower (or any other Person, as the context may require hereunder) in its consolidated financial statements if such statements were prepared as of such date.

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

“Controlled Group” means all members of any group of corporations and all members of a group of trades or businesses (whether or not incorporated) under common control which, together with any Credit Party, are treated as a single employer under Section 414(b) or (c) of the Code or Section 4001(b) of ERISA and, solely for purposes of Section 412 and 436 of the Code, Section 414(m)of the Code.

“Convertible Note Documents” means (a) the 2026 Convertible Note Documents and (b) the Future Convertible Notes and each other promissory note, note purchase agreement, indenture and other material documents evidencing or relating thereto.

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

“Credit Party” means each Borrower and Guarantor; and “Credit Parties” means all such Persons, collectively.

“Credit Party Unrestricted Cash” means, as of any date of determination, unrestricted cash and Cash Equivalents of the Credit Parties that (a) subject to Section 7.4, are held in the name of a Credit Party in a Deposit Account or Securities Account located in the United States that is subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable, in favor of Agent and are otherwise subject to Agent’s first priority, subject to the ABL Intercreditor Agreement, perfected security interest, (b) are not subject to any Lien (other than Permitted Liens), and (c) are not funds for the payment of a drawn or committed but unpaid draft, ACH or EFT transaction.

“Debt” of a Person means at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services,

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except trade accounts payable arising and paid on a timely basis and in the Ordinary Course of Business (unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP), (d) all capital or financing leases of such Person (it being understood that any leases (other than in connection with any sale-leaseback) for real property are not “Debt”), (e) all non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance or similar instrument, (f) Disqualified Equity Interests, (g) all obligations secured by a Lien on any asset of such Person, whether or not such obligation is otherwise an obligation of such Person (valued at the aggregate outstanding amount of such Debt), (h) “earnouts”, purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature of such Person arising out of purchase and sale contracts (provided that the amount of such debt shall be deemed to be the amount that is required to be reflected on the balance sheet of such person in accordance with GAAP), (i) all Debt of others Guaranteed by such Person, (j) off-balance sheet liabilities and/or Pension Plan or Multiemployer Plan liabilities of such Person, (k) obligations arising under non-compete agreements, and (l) cash obligations arising under bonus, deferred compensation, incentive compensation or similar arrangements, other than those arising in the Ordinary Course of Business. Without duplication of any of the foregoing, Debt of Credit Parties shall include any and all Loans.

“Default” means any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulted Lender” means any Lender (a) that has failed to make any Loan or other credit accommodation, disbursement, settlement or reimbursement required pursuant to the terms hereunder or under any other Financing Document or has failed to confirm its commitment to make such Loans, accommodations, disbursements or reimbursements hereunder or under any other Financing Document within two (2) Business Days after any such amounts are required to be funded or paid by it under this Agreement or such Financing Document (provided that such Lender shall cease to be a Defaulted Lender with respect to this clause (a) upon satisfaction in full of all outstanding funding and payment obligations of such Lender under this Agreement and the other Financing Documents) unless, prior to the expiration of such two (2) Business Day period, such Lender notifies Agent and Borrower in writing that such failure to fund is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in writing) has not been satisfied, (b) that has given oral or written notice to Borrower or Agent or has otherwise publicly announced that such ▇▇▇▇▇▇ believes it will, or intends to, fail to fund any portion of its Loans, accommodations, disbursements or reimbursements hereunder or under any other Financing Document or under any other committed loan facility (provided that such Lender shall cease to be a Defaulted Lender with respect to this clause (b) upon delivery to Agent of a written rescission of such notice or announcement), or (c) that has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under the Bankruptcy Code or other liquidation, bankruptcy, assignment for the benefit of creditors, conservatorship, moratorium, receivership, insolvency, rearrangement, reorganization or similar debtor relief Laws of the United States, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or Federal regulatory authority acting in such a capacity; provided that a Lender shall not be a Defaulted Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by Agent that a Lender is a Defaulted Lender under any one or more of clauses (a) through (b) above shall be conclusive and binding absent manifest error, and such Lender shall

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be deemed to be a Defaulted Lender upon delivery of written notice of such determination to Borrower and each Lender.

“Deficiency Amount” has the meaning set forth in Section 12.12(b).

“Delayed Draw Term Lender” means each Lender having a Delayed Draw Term Loan Commitment or a Delayed Draw Term Loan, in each case, in excess of Zero Dollars ($0).

“Delayed Draw Term Loan Commitment” means, as to any Lender, the dollar amount set forth opposite such ▇▇▇▇▇▇’s name on the Commitment Annex under the column “Delayed Draw Term Loan Commitment ”, as such amount may be adjusted from time to time by any amounts assigned pursuant to the terms of any and all effective assignment agreements to which such Lender is a party. For the avoidance of doubt, the aggregate Delayed Draw Term Loan Commitment of all Lenders on the Closing Date shall be $50,000,000.

“Delayed Draw Term Loan Commitment Expiration Date” means the earliest to occur of (a) the date on which the Delayed Draw Term Loan Commitments have been fully drawn, (b) the date that the Delayed Draw Term Loan Commitments are terminated in full and (c) the date that is eighteen (18) months after the Closing Date.

“Delayed Draw Term Loans” has the meaning set forth in Section 2.1(b).

“Deposit Account” means a “deposit account” (as defined in Article 9 of the UCC), an investment account, or other account in which funds are held or invested for credit to or for the benefit of any Credit Party.

“Deposit Account Control Agreement” means an agreement, in form and substance reasonably satisfactory to Agent, among Agent, any Credit Party, each financial institution in which such Credit Party maintains a Deposit Account (which is not an Excluded Account), and any other applicable secured party.

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security or any other Equity Interest into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable (other than for Permitted Debt or other Equity Interests that are not otherwise Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale, liquidation or similar event), (b) is redeemable at the option of the holder thereof (other than for Permitted Debt or other Equity Interests that are not otherwise Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), in whole or in part (except as a result of a change of control or asset sale, liquidation or similar event), (c) provides for and requires scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Debt (other than Permitted Debt) or any other Equity Interest that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date in effect at the time of issuance; provided that if such Equity Interests are issued pursuant to a plan for the benefit of current and former employees, directors, managers, officers or consultants of Borrower or its Subsidiaries or by any such plan to such Persons, such Equity Interests shall not constitute Disqualified Equity Interests solely because it may be required to be repurchased by Borrower or any of its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Distribution” means as to any Person (a) any dividend or other distribution (whether in cash, securities or other property) on any Equity Interest in such Person (except those payable solely in its Equity

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Interests other than Disqualified Equity Interests), (b) any payment by such Person on account of (i) the purchase, redemption, retirement, defeasance, surrender, cancellation, termination or acquisition of any Equity Interests in such Person, or (ii) any option, warrant or other right to acquire any Equity Interests in such Person, (c) any management fees, salaries or other fees or similar compensation to any Person holding an Equity Interest in a Credit Party or a Subsidiary of a Credit Party (other than (i) payments of salaries to individuals, (ii) directors fees, and (iii) advances and reimbursements to employees or directors, all in the Ordinary Course of Business), an Affiliate of a Credit Party or an Affiliate of any Subsidiary of a Credit Party, (d) any lease or rental payments to an Affiliate or Subsidiary of a Credit Party (which is not itself a Credit Party), or (e) repayments of or debt service on loans or other indebtedness (other than conversion to Equity Interests other than Disqualified Equity Interests) held by any Person holding an Equity Interest in a Credit Party or a Subsidiary of a Credit Party (which is not itself a Credit Party) unless permitted under and made pursuant to a Subordination Agreement applicable to such loans or other indebtedness. For the avoidance of doubt, payments and distributions on, and settlements of conversions, in respect of Permitted Convertible Debt shall not be considered Distributions for purposes of this Agreement.

“Dollars” or “$” means the lawful currency of the United States of America.

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

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

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

“Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund, and (d) any other Person (other than a natural person) approved by the Required Lenders; provided, however, that notwithstanding the foregoing, (x) (i) “Eligible Assignee” shall not include any Credit Party or any of the Credit Parties’ Subsidiaries or (ii) no Person shall qualify as an “Eligible Assignee” pursuant to clause (d) above to the extent such Person is either (A) a hedge fund or private equity fund that is primarily engaged in the business of purchasing distressed debt (as determined by the Required Lenders, in its reasonable discretion) or (B) a Competitor; provided that the prohibition in clause (ii) shall not apply if a Specified Event of Default has occurred and is continuing, and (y) no proposed assignee intending to assume all or any portion of the Term Loan Commitment shall be an Eligible Assignee unless such proposed assignee either already holds a portion of such Term Loan Commitment, or has been approved as an Eligible Assignee by the Required Lenders.

“Environmental Laws” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations, standards, policies and other governmental directives or requirements, as well as common law, pertaining to the environment, natural resources or pollution (including any environmental clean-up statutes and all regulations adopted by any local, state, federal or other Governmental Authority, and any statute, ordinance, code, order, decree, law rule or regulation all of which pertain to or impose liability or standards of conduct concerning medical waste or medical products, equipment or supplies), safety or clean-up that apply to any Credit Party and relate to Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability

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Act of 1980 (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency Planning and Community Right-to-Know Act (42 U.S.C. § 11001 et seq.), the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), the Residential Lead-Based Paint Hazard Reduction Act (42 U.S.C. § 4851 et seq.), any analogous state or local laws, any amendments thereto, and the regulations promulgated pursuant to said laws, together with all amendments from time to time to any of the foregoing and judicial interpretations thereof.

“EOS Convertible Bond Documents” means the EOS Convertible Bonds and each other material document or agreement from time to entered into in connection with the foregoing.

“EOS Convertible Bonds” means those certain 6.00% bonds due 31 May 2023, issued by EOS France and governed by the terms of a subscription agreement, dated as of May 24, 2018.

“EOS France” means EOS Imaging SAS.A.S. (f/k/a EOS Imaging S.A.), a French société anonymeSociété par actions simplifiée (registered under number 349 694 893 RCS Paris).

“EOS PGE” means the Loan (le Prêt) for an amount (in principal) equal to €955.556 as defined in the EOS PGE Loan Agreement.

“EOS PGE Loan Agreement” means the loan agreement (guaranteed by the French State) entered into between EOS France and Société Générale (registered under number 552 120 222 RCS Paris) on April 24, 2021.

“EOS PGE Loan Documents” means the EOS PGE Loan Agreement and each other material document or agreement from time to entered into in connection therewith.

“Equity Interests” means, with respect to any Person, all shares of capital stock, partnership interests, membership interests in a limited liability company or other ownership in participation or equivalent interests (however designated, whether voting or non-voting) of such Person’s equity capital (including any warrants, options or other purchase rights with respect to the foregoing), whether now outstanding or issued after the Closing Date; provided that for the avoidance of doubt, Swap Contracts, the Permitted Convertible Debt and the Permitted Bond Hedge Transactions shall not be considered “Equity Interests”.

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

“ERISA Plan” means any “employee benefit plan”, as such term is defined in Section 3(3) of ERISA (other than a Multiemployer Plan), which any Credit Party maintains, sponsors or contributes to, or, in the case of an employee benefit plan which is subject to Section 412 of the Code or Title IV of ERISA, to which any Credit Party or any member of the Controlled Group has any liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five (5) years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

“Erroneous Payment” has the meaning specified therefor in Section 11.20.

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“Erroneous Payment Return Deficiency” has the meaning specified therefor in Section 11.20.

“Erroneous Payment Subrogation Rights” has the meaning specified therefor in Section 11.20.

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

“Event of Default” has the meaning set forth in Section 10.1.

“Excluded Accounts” means (a) Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Credit Parties’ employees plus any minimum balance requirements of the applicable depositary bank, (b) segregated Deposit Accounts that secure obligations in respect of letters of credit which are permitted by clause (s) of Permitted Debt, (c) segregated Deposit Accounts that secure obligations in respect of credit cards which are permitted by clause (r) of Permitted Debt, (d) segregated Deposit Accounts constituting trust, fiduciary and escrow accounts, (e) Deposit Accounts and Securities Accounts located outside of the United States; and (f) other Deposit Accounts and Securities Accounts; provided that (i) all such Deposit Accounts and Securities Accounts shall be identified to Agent and (ii) the aggregate amount held in the accounts described in clauses (d) through (f) shall not exceed $2,000,000.

“Excluded Perfection Assets” means, collectively:

 

 

 

 

 

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“Excluded Property” means, collectively:

provided that (x) any such limitation described in the foregoing clauses (a) and (b) on the security interests granted hereunder shall apply only to the extent that any such prohibition could not be rendered ineffective pursuant to the UCC or any other applicable Law (including Sections 9-406, 9-407 and 9-408 of the UCC) or principles of equity, (y) in the event of the termination or elimination of any such prohibition or the requirement for any consent contained in such contract, agreement, permit, lease or license or in any applicable Law, to the extent sufficient to permit any such item to become Collateral hereunder, or upon the granting of any such consent, or waiving or terminating any requirement for such consent, a security interest in such contract, agreement, permit, lease, license, franchise, authorization or asset shall be automatically and simultaneously granted hereunder and shall be included as Collateral hereunder, and (z) all rights to payment of money due or to become due pursuant to, and all products and

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Proceeds (and rights to the Proceeds) from the sale of, any Excluded Property shall be and at all times remain subject to the security interests created by this Agreement (unless such Proceeds would independently constitute Excluded Property).

“Excluded Subsidiary” means each of (a) EOS France, (b) EOS Imaging GmbH, (c) EOS Imaging, Inc. (Quebec), (d) EOS Imaging Pte Ltd., (e) OneFit Medical SAS, (f) Alphatec Australia Pty Ltd., (g) Alphatec New Zealand, (h) EOS Imaging, Inc. (Delaware), (i) Alphatec Puerto Rico, LLC (to the extent not a Material Subsidiary), (j) ATEC Japan K.K., (k) any other Subsidiary that is not a Material Subsidiary and (l) any other Subsidiary (i) that is a controlled foreign corporation within the meaning of Section 957 of the Code, or (ii) substantially all the assets of which consist of Equity Interests in or Debt of one or more Subsidiaries described in clause (l)(i) or (ii) of this definition; provided that in no event shall any Excluded Subsidiary hold any right, title or interest in or control any material Intellectual Property, other than a Specified Intellectual Property Subsidiary. As of the Closing Date, Alphatec International Holdings, Inc. is an Excluded Subsidiary described in clause (l) of this definition.

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

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

“Export Control Laws” means all laws and regulations governing the transfer or provision of dual-use or military goods, software, technology or services as administered and enforced by the U.S. Department of Commerce through the Export Administration Regulations, or the U.S. Department of Defense through the International Traffic in Arms Regulations.

“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future Treasury regulations or official interpretations thereof and any agreement entered into pursuant to the implementation of Section 1471(b)(1) of the Code, and any intergovernmental agreement between the United States Internal Revenue Service, the U.S. Government and any governmental or taxation authority under any other jurisdiction which agreement’s principal purposes deals with the implement such sections of the Code.

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

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

“Financing Documents” means this Agreement, Amendment No. 1, any Notes, the Agency Fee Letter, the Flow of Funds Direction Letter, the Security Documents, each Subordination Agreement, the ABL Intercreditor Agreement (if any), and any other subordination or intercreditor agreement and all other documents, instruments and agreements related to the Obligations and heretofore executed, executed concurrently herewith or executed at any time and from time to time hereafter, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.

“Fiscal Quarter” means each three fiscal month period ending on March 31, June 30, or September 30.

“Floor” means the rate per annum of interest equal to three percent (3.00%).

“Flow of Funds Direction Letter” means that certain flow of funds direction letter, dated the date hereof, by the Borrower to the Agent.

“Foreign Lender” has the meaning set forth in Section 2.8(c)(i).

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

“General Intangible” means any “general intangible” as defined in Article 9 of the UCC.

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

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

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“Guarantor” and “Guarantors” has the meaning set forth in the introductory paragraph of this Agreement.

“Hazardous Materials” means (a) any “hazardous substance” as defined in CERCLA, (b) any “hazardous waste” as defined by the Resource Conservation and Recovery Act, (c) asbestos, (d) polychlorinated biphenyls, (e) petroleum and its derivatives, by-products and other hydrocarbons, (f) per-and-polyfluoroalkyl substances, and (g) any other pollutant, toxic, radioactive, caustic or otherwise hazardous substance regulated under Environmental Laws.

“Hazardous Materials Contamination” means contamination in excess of amounts permitted under applicable Law (whether now existing or hereafter occurring) of the improvements, buildings, facilities, personalty, soil, groundwater, air or other elements on or of the relevant property by Hazardous Materials, or any derivatives thereof, or on or of any other property as a result of Hazardous Materials, or any derivatives thereof, generated on, emanating from or disposed of in connection with the relevant property.

“Healthcare Laws” means all Laws relating to the possession, control, warehousing, marketing, sale, distribution procurement, development, manufacture, production, analysis, dispensing, importation, exportation, use, handling, quality, or promotion of any Product (including, without limitation, any component of the foregoing products) subject to regulation under the Federal Food, Drug, and Cosmetic Act and comparable state and foreign laws, or consumer product safety laws, and all Laws pertaining to patient healthcare information, as such Laws may be amended from time to time.

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

“Initial Term Loans” has the meaning set forth in Section 2.1(a).

“Initial Term Lender” means each Lender having an Initial Term Loan Commitment amount in excess of Zero Dollars ($0) (or, in the event the Initial Term Loan Commitment shall have been terminated at any time, each Lender at such time having outstanding Initial Term Loans in excess of Zero Dollars ($0)).

“Initial Term Loan Commitment” means, as to any Lender, the dollar amount set forth opposite such ▇▇▇▇▇▇’s name on the Commitment Annex under the column “Initial Term Loan Commitment”, as such amount may be adjusted from time to time by any amounts assigned pursuant to the terms of any and all effective assignment agreements to which such Lender is a party. For the avoidance of doubt, the aggregate Initial Term Loan Commitment of all Lenders on the Closing Date shall be $100,000,000.

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

“Intellectual Property” means, with respect to any Person, (a) all patents, patent applications, invention disclosure documents, and like protections, including improvements, divisions, continuations, re-examinations, renewals, reissues, substitutions, extensions and continuations in part of the same; (b) trademarks, trade names, trade dress, trade styles, corporate names, fictitious business names, certification marks, collective marks, service marks, logos, symbols, Internet domain names, other business identifiers or indicia of source or origin, and any registrations and applications therefor, whether registered or not, together with all goodwill associated with each of the foregoing; (c) copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative works, whether published or unpublished; (d) know-how, operating manuals, trade secrets, data, protocols, information, processes, methodologies, techniques, strategies, computer hardware and software, databases,

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rights to unpatented inventions and all applications therefor; (e) all other intellectual property or similar proprietary rights, in each case of (a) through (e) that are owned, licensed to or otherwise controlled by such Person or that are used in the conduct of business by such Person; and (f) all other rights directly associated with any of the foregoing, including all claims for damages with respect to any past, present or future infringement, misappropriation, or other violation of any of the foregoing.

“Intellectual Property Security Agreement” means any and all agreements, memoranda instruments, notices, documents, and papers as the Agent may reasonably request (including, without limitation, one or more notices of security interest in patents, one or more memorandum of security interest in trademarks, and one or more copyright security agreements, in each case with appropriate completions), in form and substance reasonably satisfactory to Agent, among Agent and any applicable Credit Party, pursuant to which Agent shall obtain, and to evidence, the Agent’s security interest in any Intellectual Property registered at or issued by the United States Patent and Trademark Office or the United States Copyright Office.

“Interest Period” means any period commencing on the first day of a calendar month and ending on the earlier of (a) (but not including) the last day of such calendar month and (b) (and including) the Maturity Date.

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

“Investigational Application” means an authorization to commence human clinical studies or distribute an investigational product, including (a) an investigational device exemption as set forth in 21 C.F.R. § 812 (“IDE”), (b) any equivalent of a IDE in other countries or regulatory jurisdictions, (c) any approvals required from applicable Institutional Review Boards for the conduct of such human clinical studies and (d) all amendments, variations, extensions and renewals thereof that may be filed with respect to the foregoing.

“Investment” means, with respect to any Person, directly or indirectly, (a) to purchase or acquire any stock or stock equivalents, or any obligations or other securities of, or any interest in, any other Person, including the establishment or creation of a Subsidiary, (b) to make or otherwise consummate any Acquisition, or (c) make or purchase any advance, loan, extension of credit or capital contribution to, or any other investment in, any other Person. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto. For the avoidance of doubt, payments in respect of Permitted Convertible Debt or any Permitted Bond Hedge Transaction expressly permitted pursuant to the terms of this Agreement shall not be considered Investments for purposes of this Agreement.

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

“IRS” has the meaning set forth in Section 2.8(c)(i).

“Joinder Requirements” has the meaning set forth in Section 4.11(c).

“Laws” means any and all federal, state, provincial, territorial, local and foreign statutes, laws, judicial decisions, regulations, ordinances, rules, judgments, orders, decrees, codes, injunctions, permits,

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governmental agreements and governmental restrictions, whether now or hereafter in effect, which are applicable to any Credit Party in any particular circumstance.

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

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind, in respect of such asset; provided that in no event will an operating lease be deemed to constitute a Lien. For the purposes of this Agreement and the other Financing Documents, any Credit Party or any Subsidiary shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital or financing lease or other title retention agreement relating to such asset.

“Liquidity” means Credit Party Unrestricted Cash.

“Litigation” means any action, suit or proceeding before any court, mediator, arbitrator or Governmental Authority.

“Loan(s)” means the Term Loans.

“Loan Account” has the meaning set forth in Section 2.6(b).

“Margin Stock” means “margin stock” as such term is defined in Regulation T, U, or X of the Board of Governors of the Federal Reserve System.

“Market Withdrawal” means a Person’s Removal or Correction of a distributed Product which involves a minor violation that would not be subject to legal action by the FDA or which involves no violation, e.g., normal stock rotation practices, routine equipment adjustments and repairs, etc.

“Material Adverse Effect” means with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a material adverse change in, or a material adverse effect upon, any of (a) the financial condition, operations, business, or properties of the Credit Parties, taken as a whole, (b) the rights and remedies of Agent or Lenders under the Financing Documents, taken as a whole, the ability of Agent or Lenders to enforce the Obligations or realize upon a material portion of the Collateral, or the ability of the Credit Parties, taken as a whole, to pay or perform any of their obligations under any Financing Document to which they are a party, (c) the legality, validity or enforceability of any Financing Document, (d) the existence, perfection or priority of any security interest granted to Agent in any Financing Document (other than solely as a result of any action or inaction of Agent or Required Lenders provided that such action or inaction is not caused by any Credit Parties failure to comply with the terms of the Financing Documents), or (e) the value of any material Collateral.

“Material Contracts” means (a) the Convertible Note Documents and each Swap Contract and other material document related to any Permitted Bond Hedge Transactions and Permitted Warrant Transactions, EOS PGE Loan Documents and EOS Convertible Bond Documents, (b) the agreements listed on Schedule 3.17, (c) the ABL Documents, and (d) each other agreement or contract to which such Credit Party or its Subsidiaries is a party, the termination of which would reasonably be expected to result in a Material Adverse Effect.

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“Material Intangible Assets” means all of (a) Intellectual Property owned by the Credit Parties or their Subsidiaries and (b) license or sublicense agreements or other agreements with respect to rights in Intellectual Property not owned by a Credit Party or a Subsidiary thereof, in each case, that are material to the financial condition, business or operations of the Credit Parties and their Subsidiaries (taken as a whole) and not including over-the-counter software, software that is commercially available to the public, and open source licenses in the Ordinary Course of Business.

“Material Subsidiary” means each Subsidiary which: (a) holds right, title or interest in or controls any material Intellectual Property, other than a Specified Intellectual Property Subsidiary; (b) holds or maintains any material Regulatory Authorization, whether now in effect or hereafter issued by any Regulatory Agency, other than a Regulatory Authorization directly related to its own business operations, or holds or maintains any Regulatory Required Permits in any case whether now in effect or hereafter issued; (c) has, together with its Subsidiaries, assets with a book value exceeding 5.0% of the consolidated total assets of Borrower and its Subsidiaries; provided that, if at any time the aggregate book value of the assets attributable to all Subsidiaries that are not Material Subsidiaries exceeds 10.0%, Borrower shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute “Material Subsidiaries”; (d) has cash and Cash Equivalents exceeding $7,500,000 in the aggregate at any time (excluding cash or Cash Equivalents in Excluded Accounts); provided that, if at any time the aggregate amount of cash and Cash Equivalents attributable to all Subsidiaries that are not Material Subsidiaries exceeds such threshold, Borrower shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute “Material Subsidiaries”; (e) as of the most recent Fiscal Quarter of Borrower, for the period of four consecutive Fiscal Quarters then ended, contributed greater than 5.0% of the Revenue Base for such period; provided that, if at any time the aggregate portion of the Revenue Base attributable to all Subsidiaries that are not Material Subsidiaries exceeds 10.0%, Borrower shall designate sufficient Subsidiaries as “Material Subsidiaries” to eliminate such excess, and such designated Subsidiaries shall for all purposes of this Agreement constitute “Material Subsidiaries;” or (f) any Subsidiary that qualifies or is designated as a Material Subsidiary notwithstanding such Subsidiary, from time to time, no longer qualifying as a Material Subsidiary pursuant to clauses (a) through (e) above or the last sentence of this definition.

“Material Real Property” means any real property located in the United States that is owned in fee by any Credit Party with a fair market value (as reasonably determined by Agent) in excess of $5,000,000 individually or in the aggregate together with all other real property that is owned by the Credit Parties.

“Maturity Date” means January 6, 2028.

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

“MNPI” has the meaning set forth in Section 13.3(d).

“Multiemployer Plan” means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to which any Credit Party or any other member of the Controlled Group is making or accruing an obligation to make contributions or has within the preceding five plan years (as determined on the applicable date of determination) made contributions.

“Net Cash Proceeds” means the aggregate proceeds paid in cash or Cash Equivalents received by any Credit Party or any of its Subsidiaries in connection with any Casualty Event, Asset Disposition or incurrence of Permitted Debt, net of (a) reasonable and customary out-of-pocket direct costs, fees and expenses incurred or estimated costs, fees and expenses for which reserves are maintained, in connection

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therewith (including legal, accounting, consulting and investment banking fees and expenses, sales commissions and underwriting discounts); (b) amounts held in escrow to be applied as part of the purchase price for any assets, as applicable; (c) estimated taxes paid or payable (including sales, use or other transactional taxes and any net marginal increase in income taxes) as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements); provided, that if the actual amount of taxes paid is less than the estimated amount, the difference shall immediately constitute Net Cash Proceeds; and (d) the amount required to retire any Debt secured by a Permitted Lien on the related property; provided that if the actual amount of taxes or costs, fees and expenses paid is less than the estimated amount, the difference shall immediately constitute Net Cash Proceeds. For purposes hereof, “Net Cash Proceeds” includes any cash or Cash Equivalents (x) received upon the disposition of any non-cash consideration received by any Credit Party or any of its Subsidiaries in connection with any Casualty Event, Asset Disposition or incurrence of Permitted Debt or (y) released from escrow to a Credit Party or any of their Subsidiaries.

“Net Revenues” means net total consolidated revenue of the Borrower and its Subsidiaries, as determined in accordance with GAAP. Net Revenue shall be determined in a manner consistent with the methodologies, practices and procedures used in developing the Borrower’s audited financial statements.

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulted Lender.

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

“Notice of Borrowing” means a notice of a Responsible Officer of Borrower, appropriately completed and substantially in the form of Exhibit D hereto.

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

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

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

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

“Orthotec Litigation” means litigation matters in connection with, arising from, or related to Orthotec, LLC for which the Credit Parties or their Subsidiaries face potential exposure (monetary or otherwise).

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“Orthotec Settlement Agreement” has the meaning set forth in Section 5.12.

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

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

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

“Payment Recipient” has the meaning specified therefor in Section 11.20 of this Agreement.

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

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

“Permits” means all governmental licenses, authorizations, provider numbers, supplier numbers, registrations, permits, drug or device authorizations and approvals, certificates, franchises, qualifications, accreditations, consents and approvals of a Credit Party required under all applicable Laws and required for such Credit Party in order to carry on its business as now conducted, including without limitation, Regulatory Required Permits.

“Permitted Acquisition” means:

(i) any Acquisition by Borrower or any of its Subsidiaries, in each case, to the extent that each of the following conditions shall have been satisfied:

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(ii) any Acquisition by a Credit Party, in each case, to the extent that each of the following conditions shall have been satisfied:

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provided that, in the case of each Acquisition permitted pursuant to clause (i) or (ii), (1) other than in the case of Acquisitions for Acquisition Consideration not in excess of $15,000,000 in the aggregate with respect to all such Acquisitions, unless Agent shall otherwise consent in writing (in its sole discretion), (x) if the Acquisition is an equity purchase or merger, the target and its Subsidiaries must have as their jurisdiction of formation a state within the United States or the District of Columbia, and (y) if the Acquisition is an asset purchase, not less than 90% of the fair market value of all of the assets so acquired shall be located within (or in the case of Intellectual Property so acquired, registered or otherwise located in) the United States; (2) the consideration paid or payable by such Credit Party in connection with such Acquisitions shall consist solely of (x) Equity Interests (other than Disqualified Equity Interests) in Borrower and/or (y) cash and Cash Equivalents (excluding the cash proceeds received from any substantially contemporaneous issuance of common Equity Interests of Borrower, but including all Debt and Contingent Obligations (in each case to the extent otherwise permitted hereunder) incurred or assumed and including for purposes of such calculation the maximum amount of any earn-out or other deferred payment obligation in connection therewith, regardless of when due or payable, whether or not contingent and whether or not reflected on a consolidated balance sheet of the Credit Parties) in an amount not to exceed $40,000,000 in the aggregate during the term of this Agreement (all such amounts in this proviso’s clause (2)(y), the “Acquisition Consideration”), and (3) if at any time the Acquisition Consideration shall

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exceed $30,000,000 in the aggregate during the term of this Agreement, then at such time or any subsequent date upon which Borrower or such applicable Subsidiary shall pay any Acquisition Consideration, the Agent shall have received a certificate of a Responsible Officer of Borrower, demonstrating to Agent’s reasonable satisfaction that Liquidity, on a pro forma basis after giving effect to the payment of such Acquisition Consideration, would be at least $25,000,000 (the requirement set forth in this clause (3), the “Acquisition Liquidity Test”).

“Permitted Asset Dispositions” means the following Asset Dispositions:

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“Permitted Bond Hedge Transaction” means any call or capped call option on the Equity Interests of Borrower purchased by a Credit Party from a customary dealer in the relevant market (the “Hedge Provider”) in connection with the issuance of any Permitted Convertible Debt with a strike or exercise price (howsoever defined) initially equal to the conversion price (howsoever defined) of such Permitted Convertible Debt; provided that the purchase price for such Permitted Bond Hedge Transaction, less the Net Cash Proceeds received by the Credit Parties from the sale of any related Permitted Warrant Transaction, does not (a) exceed the Net Cash Proceeds received by the Credit Parties from the sale of such Permitted Convertible Debt issued in connection with the Permitted Bond Hedge Transaction or (b) result in the incurrence of additional Debt by any Credit Party (other than Debt from the issuance of the Permitted Convertible Debt); provided, further, that such call option is a Swap Contract and will be entered into between the applicable Credit Party and the Hedge Provider under an ISDA Master Agreement and there shall be no Credit Support Annex, Credit Support Documentation, Credit Support Provider, security, guaranty or other credit support with respect thereto, in each case provided by Borrower or any Subsidiary thereof; provided, further, that immediately before and after giving pro forma effect to the purchase of such call option and any concurrent use of proceeds thereof, no Default or Event of Default shall have occurred and be continuing hereunder.

“Permitted Contest” means, with respect to any tax obligation or other obligation allegedly or potentially owing from any Credit Party or its Subsidiary to any governmental tax authority or other third party, a contest maintained in good faith by appropriate proceedings promptly instituted and diligently conducted and with respect to which such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made on the books and records and financial statements of the applicable Credit Party(ies); provided, however, that (a) compliance with the obligation that is the subject of such contest is effectively stayed during such challenge; (b) Credit Parties’ and their Subsidiaries’ title to, and its right to use, the Collateral is not adversely affected thereby and Agent’s Lien and priority on the Collateral are not adversely affected, altered or impaired thereby; (c) the Collateral or any part thereof or any interest therein shall not be in any danger of being sold, forfeited or lost by reason of such contest by Credit Parties or their Subsidiaries; and (d) upon a final determination of such contest, Credit Parties and their Subsidiaries shall promptly comply with the requirements thereof.

“Permitted Contingent Obligations” means:

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“Permitted Convertible Debt” means (a) the 2026 Convertible Notes and (b) any other Debt incurred by the Credit Parties that (i) is either (x) a note or other debt instrument issued by a Credit Party which is convertible into Equity Interests of Borrower (and cash in lieu of fractional shares) or (y) sold as units together with a Permitted Bond Hedge Transaction or a Permitted Warrant Transaction that are exercisable for Equity Interests of Borrower (any indenture, promissory note or other instrument pursuant to which such debt securities and/or units are issued or otherwise governed, the “Future Convertible Notes”); (ii) the obligations of all Persons (including all Credit Parties) in respect of such notes and/or units (and any guarantee thereof) are fully unsecured; (iii) does not have a stated maturity prior to the date that is six (6) months following the Maturity Date (without giving effect to clause (b) under such definition); (iv) has no scheduled amortization or principal payments or requires any mandatory redemptions or payments of principal (other than as a result of a conversion thereof into Equity Interests of Borrower) prior to the date that is six (6) months following the Maturity Date (without giving effect to clause (b) under such definition) other than customary payments upon a change of control or fundamental change event (it being understood that conversion of any such Debt shall not be considered a redemption or payment); (v) the rate of interest payable in cash in respect of such notes shall not exceed eight percent (8.00%) per annum (as may be increased by not more than fifty basis points of additional interest under the terms of the related indenture), (vi) to the extent such Debt includes a cross-event of default (other than any cross-payment event of default or cross-acceleration event of default) provision contained therein that relates to indebtedness of Borrower (such indebtedness, a “Cross-Default Reference Obligation”), contains a cure period of at least fifteen (15) calendar days before an event of default or other event or condition under such Cross-Default Reference Obligation results in an event of default under such cross-default provision, (vii) no Subsidiary that is not a Credit Party shall guarantee the obligations under such notes, and each guarantee of such notes by a Credit Party shall provide for the release and termination thereof, without action by any

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Person, upon any release and termination of the guarantee by such Credit Party of the Obligations, (viii) the terms, conditions, fees, covenants, and settlement mechanics (if applicable) of such notes shall be such as are typical and customary for Debt of such type (as determined by the Borrower in good faith), and (ix) immediately before and after giving pro forma effect to the incurrence of such Debt and any concurrent use of proceeds thereof, no Event of Default shall have occurred and be continuing.

“Permitted Debt” means:

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“Permitted Discretion” means a determination made in good faith and in the exercise of reasonable business judgment; provided that any use of the term “Permitted Discretion” in connection with the Agent shall mean the Agent acting at the written direction of the Required Lenders.

“Permitted Distributions” means the following Distributions:

“Permitted Investments” means:

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“Permitted License” means any non-exclusive license or sublicense of rights to discrete Intellectual Property owned or controlled by a Credit Party or its Subsidiaries so long as all such licenses or sublicenses (a) are granted in the Ordinary Course of Business, (b) do not result in a legal transfer of title to the licensed property, and (c) have been granted in exchange for fair consideration; provided that no such licenses may be granted if an Event of Default has occurred and is continuing or would result from the granting thereof.

“Permitted Liens” means:

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“Permitted Modifications” means (a) such amendments or other modifications to a Credit Party’s or Subsidiary’s Organizational Documents as are required under this Agreement or by applicable Law, and (b) such amendments or modifications to a Credit Party’s or Subsidiary’s Organizational Documents (other than those involving a change in the name of a Credit Party or Subsidiary or involving a reorganization of a Credit Party or Subsidiary under the laws of a different jurisdiction) that would not adversely affect the rights and interests of Agent or Lenders in any material respect.

“Permitted Refinancing” means amendments, replacements, restructurings, refinancings, refundings, renewals, or extensions of all or any portion of Debt (such Debt being referred to herein as the “Original Debt”); provided that (a) the amount of the Original Debt is not increased (unless the additional amount is permitted pursuant to another provision of “Permitted Debt”) at the time of such refinancing, refunding, renewal or extension except by an amount equal to the existing unutilized commitments thereunder (to the extent not otherwise prohibited by this Agreement), accrued but unpaid interest thereon and a premium paid, and reasonable and customary fees and expenses incurred, in connection with such refinancing, refunding, restructuring, renewal or extension (including any fees and original issue discount incurred in respect of such resulting Debt), (b) the direct and contingent obligors of the Original Debt shall not be expanded as a result of or in connection with such refinancing, refunding, restructuring, renewal or extension (other than to the extent any such additional obligors are or will become Credit Parties simultaneously with such Persons becoming additional obligors), (c) to the extent the applicable Original Debt is subordinated in right of payment and/or in right of security to any of the Obligations, such refinancing, refunding, renewal or extension is subordinated in right of payment and/or in right of security to such Obligations on terms (taken as a whole) at least as favorable to Agent and Lenders as those contained in the documentation governing the applicable Original Debt (as determined by Agent in its reasonable discretion) or otherwise reasonably acceptable to the Agent; provided that in the case of any Permitted Refinancing of the ABL Debt, the ABL Intercreditor Agreement shall remain in full force and effect or a new ABL Intercreditor Agreement shall have been entered into, (d) other than with respect to Debt incurred pursuant to clause (c) of the definition of Permitted Debt, such refinancing, refunding, renewal or extension has a final maturity date and a weighted average life to maturity equal to or later than the final maturity date and weighted average life to maturity of the applicable Original Debt, (e) (i) if the Original Debt was unsecured, such refinancing, refunding, renewal or extension shall be unsecured, (ii) if the Original Debt was secured, such refinancing, refunding, renewal or extension shall not be secured by any assets other than the assets and improvements thereon securing the applicable Original Debt and any proceeds thereof, (f) the terms of such refinancing, refunding, renewal or extension are not taken as a whole, materially less favorable to the obligor thereunder than the terms of the Original Debt (other than covenant or any other provisions applicable only to periods after the Maturity Date) in each case, as determined by Borrower and its advisors in their reasonable business judgment, and (g) other than with respect to Debt incurred pursuant to clause (c) of the definition of Permitted Debt, at the time of such refinancing, refunding, renewal or extension of such Debt, no Event of Default shall have occurred and be continuing or result therefrom.

“Permitted Warrant Transaction” means any call option, warrant or contractual right to purchase Borrower’ Equity Interests sold by a Credit Party to the Hedge Provider concurrently with any purchase by

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a Credit Party of a related Permitted Bond Hedge Transaction from the Hedge Provider for which the strike price (or the analogous term defined therein) is greater than the strike price (or the analogous term defined therein) for the Permitted Bond Hedge Transaction; provided that such call option, warrant or contractual right will be entered into between the applicable Credit Party and the Hedge Provider under an ISDA Master Agreement and there shall be no Credit Support Annex, Credit Support Documentation, Credit Support Provider, security, guaranty or other credit support with respect thereto, in each case, provided by Borrower or any Subsidiary thereof; provided, further, that immediately before and after giving pro forma effect to the sale of such call option, warrant or contractual right and any concurrent provisions of proceeds thereof, no Default or Event of Default shall have occurred and be continuing hereunder.

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

“Platform” has the meaning set forth in Section 13.3(d).

“Pledge Agreement” means the pledge agreement dated as of the date hereof by and among ▇▇▇▇▇▇▇▇, the Agent and certain Subsidiaries of Borrower party thereto.

“Pro Rata Share” means (a) with respect to a Lender’s obligation to make Initial Term Loans, the percentage obtained by dividing (i) the Initial Term Loan Commitment amount of such Lender by (ii) the sum of the Initial Term Loan Commitments, (b) with respect to a Lender’s obligation to make Delayed Draw Term Loans and such Lender’s right to receive the Undrawn Fee, the percentage obtained by dividing (i) the Delayed Draw Term Loan Commitment amount of such Lender (or, in the event the Delayed Draw Term Loan Commitment shall have been terminated, such Lender’s then outstanding Delayed Draw Term Loans), by (ii) the sum of the Delayed Draw Term Loan Commitments (or, in the event the Delayed Draw Term Loan Commitment shall have been terminated, the then outstanding Delayed Draw Term Loans) of all Lenders and, (c) with respect to a Lender’s obligation to make 2024 Term Loans, the percentage obtained by dividing (i) the 2024 Term Loan Commitment amount of such Lender by (ii) the sum of the 2024 Term Loan Commitments, (d) with respect to a Lender’s right to receive payments of principal and interest with respect to Term Loans, such Lender’s Term Loan Exposure with respect thereto;, and (de) for all other purposes (including, without limitation, the indemnification obligations arising under Section 11.6) with respect to any Lender, the percentage obtained by dividing (i) the outstanding Term Loan Commitment amount of such Lender and outstanding Term Loans of such Lender, by (ii) the sum of the outstanding Term Loan Commitments and outstanding Term Loans of all Lenders.

“Product Development and Commercialization Activities” means, with respect to any Product, any combination of research, development, manufacture, import, use, sale, importation, storage, labeling, marketing, promotion, supply, distribution, testing, packaging, purchasing or other commercialization activities, receipt of payment in respect of any of the foregoing, or like activities the purpose of which is to commercially exploit such Product.

“Products” means, from time to time, any products currently manufactured, sold, developed, tested or marketed by any Credit Party or any of its Subsidiaries.

“Public Lender” has the meaning set forth in Section 13.3(d).

“Recall” means a Person’s Removal or Correction of a marketed Product that the FDA considers to be in violation of the laws it administers and against which the FDA would initiate legal action, e.g., seizure.

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“Recovery Amount” has the meaning set forth in Section 12.12(a).

“Reference Time” means approximately a time substantially consistent with market practice two (2) SOFR Business Days prior to the first day of each calendar month. If by 5:00 pm (New York City time) on any interest lookback day, Term SOFR in respect of such interest lookback day has not been published on the SOFR Administrator’s Website, then Term SOFR for such interest lookback day will be Term SOFR as published in respect of the first preceding SOFR Business Day for which Term SOFR was published on the SOFR Administrator’s Website; provided that such first preceding SOFR Business Day is not more than three (3) SOFR Business Days prior to such interest lookback day.

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

“Regulatory Agencies” means any Governmental Authority that has authority to regulate the use, control, safety, efficacy, reliability, manufacturing, testing, marketing, distribution, sale or other Product Development and Commercialization Activities relating to any Product of Borrower or any of the Subsidiaries, including CMS, FDA, and all similar agencies in other jurisdictions, and includes Standard Bodies.

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

“Regulatory Authorizations” means all approvals, clearances, notifications, authorizations, orders, exemptions, registrations, listings, certifications, licenses and permits granted by, submitted to or filed with any Regulatory Agencies necessary for the testing, manufacture, development, distribution, use, storage, import, export, transport, promotion, marketing, sale or other commercialization of any Product in any country or jurisdiction, including any Investigational Application.

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

“Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Removal” means the physical removal of a Product from its point of use to some other location for repair, modification, adjustment, relabeling, destruction, or inspection.

“Repayment Premium” means a premium of:

(a) three percent (3.00%) of the principal amount of any prepayment or repayment of Borrower on the applicable Term Loan, if such prepayment or repayment is made or required to be made on or prior to the first anniversary of the ClosingAmendment No. 1 Effective Date;

(b) two percent (2.00%) of the principal amount of any prepayment or repayment of Borrower on the applicable Term Loan, if such prepayment or repayment is made or required to be made after the first anniversary of the ClosingAmendment No. 1 Effective Date, but on or prior to the second anniversary of the ClosingAmendment No. 1 Effective Date; or

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(c) one percent (1.00%) of the principal amount of any prepayment or repayment of Borrower on the applicable Term Loan, if such prepayment or repayment is made or required to be made after the second anniversary of the ClosingAmendment No. 1 Effective Date, but prior to the Maturity Date;

provided that for a repayment or prepayment using the Net Cash Proceeds from a Casualty Event, the Repayment Premium shall be one percent (1.00%).

“Required Lenders” means, at any time of determination, Lenders holding greater than fifty percent (50%) or more of the outstanding Delayed Draw Term Loan Commitments and outstanding principal balance of the Term Loans at such time; provided that, to the extent there are any Significant Lenders, “Required Lenders” shall also include each Significant Lender.

“Resignation Date” has the meaning set forth in Section 11.12(b).

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

“Responsible Officer” means any of the Chief Executive Officer, Chief Financial Officer, Executive Vice President, General Counsel, Vice President, Finance, Vice President, Accounting or any other officer of the applicable Credit Party reasonably acceptable to Agent.

“Revenue Base” means, with respect to any period, the Net Revenues for such period.

“Sanctions” means any trade, economic or financial sanctions law, order, regulation, embargo or other restrictive measure imposed, administered or enforced from time to time by OFAC or the U.S. Department of State.

“Sanctioned Country” means any country or territory that is itself subject to comprehensive, jurisdiction-wide Sanctions maintained by OFAC including at the time of this Agreement, Cuba, Iran, North Korea, Syria and the Crimea, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine.

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

“Securities Account” means a “securities account” (as defined in Article 9 of the UCC), an investment account, or other account in which investment property or securities are held or invested for credit to or for the benefit of any Credit Party.

“Securities Account Control Agreement” means an agreement, in form and substance reasonably satisfactory to Agent, among Agent, any applicable Credit Party, each securities intermediary in which such Credit Party maintains a Securities Account and any other applicable secured party pursuant to which Agent shall obtain “control” (as defined in Article 9 of the UCC) over such Securities Account.

“Security Document” means this Agreement, the Pledge Agreement, each Deposit Account Control Agreement, Securities Account Control Agreement, Intellectual Property Security Agreement and any other agreement, document or instrument executed concurrently herewith or at any time hereafter pursuant to which one or more Credit Parties or any other Person either (a) Guarantees payment or performance of all or any portion of the Obligations, and/or (b) provides, as security for all or any portion of the Obligations, a Lien on any of its assets in favor of Agent for its own benefit and the benefit of the Lenders, as any or all of the same may be amended, supplemented, restated or otherwise modified from time to time.

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“Significant Lenders” means each of (x) Braidwell (in its capacity as a Lender hereunder so long as it is a Non-Defaulting Lender), so long as, in the case of this clause (x), ▇▇▇▇▇▇▇▇▇’s Total Credit Exposure represents more than 20.0% of the Total Credit Exposure of all Non-Defaulting Lenders, and (y) following the effectiveness of the Amendment No. 1 Effective Date Assignment Agreement on the Amendment No. 1 Effective Date, BioPharma (in its capacity as a Lender hereunder so long as it is a Non-Defaulting Lender), so long as, in the case of this clause (y), BioPharma’s Total Credit Exposure represents more than 20.0% of the Total Credit Exposure of all Non-Defaulting Lenders.

“SOFR” means, with respect to any SOFR Business Day, a rate per annum equal to the secured overnight financing rate for such SOFR Business Day.

“SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of Term SOFR selected by Agent in its reasonable discretion).

“SOFR Administrator’s Website” means the website of the SOFR Administrator, currently at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/▇▇▇▇▇▇-▇▇▇▇/▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇▇▇▇▇/▇▇▇▇-▇▇▇▇.▇▇▇▇, or any successor source for Term SOFR identified by the SOFR Administrator from time to time.

“SOFR Business Day” means any day other than a Saturday or Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“SOFR Interest Rate” means, with respect to each day during which interest accrues on a Loan, the rate per annum (expressed as a percentage) equal to (a) Term SOFR for the applicable Interest Period for such day; or (b) if the then-current Benchmark has been replaced with a Benchmark Replacement pursuant to Section 2.2(jk), such Benchmark Replacement for such day. Notwithstanding the foregoing, the SOFR Interest Rate shall not at any time be less the Floor.

“SOFR Loan” means a Loan that bears interest at a rate based on Term SOFR.

“Solvent” means, with respect to any Person, that such Person (a) owns and will own assets the fair saleable value of which are (i) greater than the total amount of its liabilities (including Contingent Obligations), and (ii) greater than the amount that will be required to pay the probable liabilities of its then existing debts as they become absolute and matured considering all financing alternatives and potential asset sales reasonably available to it; (b) has capital that is not unreasonably small in relation to its business as presently conducted or after giving effect to any contemplated transaction; and (c) does not intend to incur and does not believe that it will incur debts beyond its ability to pay such debts as they become due.

“Specified Event of Default” means an Event of Default under:

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“Specified Intellectual Property Subsidiary” means a Subsidiary that holds no legal title to any Intellectual Property outside of France other than Intellectual Property such Subsidiary has exclusively licensed to a Credit Party.

“Specified Parties” has the meaning set forth in Section 11.15.

“Standard Bodies” means any of the organizations that create, sponsor or maintain safety, quality or other standards, including ISO, ANSI, CEN and SCC and the like.

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

“Subordinated Debt” means any Debt of Credit Parties incurred pursuant to the terms of the Subordinated Debt Documents and with the prior written consent of Agent.

“Subordinated Debt Documents” means any documents evidencing and/or securing Debt governed by a Subordination Agreement, all of which documents must be in form and substance acceptable to Agent in its sole discretion.

“Subordination Agreement” means each agreement between Agent and another creditor of Credit Parties, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof, pursuant to which the Debt owing from any Credit Party and/or the Liens securing such Debt granted by any Credit Party to such creditor are subordinated in any way to the Obligations and the Liens created under the Security Documents, the terms and provisions of such Subordination Agreements to have been agreed to by and be acceptable to Agent in the exercise of its Permitted Discretion.

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

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

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for

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any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s) and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include Agent, a Lender or any Affiliate of Agent or a Lender).

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

“Term Lender” means each Lender having a Term Loan Commitment amount in excess of Zero Dollars ($0) (or, in the event the Term Loan Commitment shall have be terminated at any time, each Lender at such time having outstanding Term Loans in excess of Zero Dollars ($0)).

“Term Loan” means an Initial Term Loan made to Borrower pursuant to Section 2.1(a) and any, the Delayed Draw Term Loan made to Borrower pursuant to Section 2.1(b) and the 2024 Term Loan made to Borrower pursuant to Section 2.1(c).

“Term Loan Commitment” means an Initial Term Loan Commitment or, a Delayed Draw Term Loan Commitment or a 2024 Term Loan Commitment.

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

“Term Priority Collateral” has the definition set forth in the ABL Intercreditor Agreement.

“Term SOFR” means the greater of (a) the forward-looking term rate for a period comparable to such Interest Period based on SOFR that is published by the SOFR Administrator and is displayed on the SOFR Administrator’s Website at approximately the Reference Time for such Interest Period plus 0.11448% and (b) the Floor. Unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 2.2(jk), in the event that a Benchmark Replacement with respect to Term SOFR is implemented, then all references herein to Term SOFR shall be deemed references to such Benchmark Replacement.

“Termination Date” means the earliest to occur of (a) the Maturity Date, (b) any date on which the maturity of the Loans is accelerated pursuant to Section 10.2, or (c) the termination date stated in any notice of termination of this Agreement provided by Borrower in accordance with Section 2.11.

“Total Credit Exposure” means, as to any Lender on any date, (i) the aggregate outstanding principal amount of the Loans of such Lender after giving effect to any borrowings and prepayments or repayments of any Loans occurring on such date, plus (ii) the unfunded amount of such ▇▇▇▇▇▇’s Term Loan Commitments that remains outstanding under this Agreement.

“UCC” means the Uniform Commercial Code of the State of New York or of any other state the laws of which are required to be applied in connection with the perfection of security interests in any Collateral.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time)

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promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Undrawn Fee” has the meaning set forth in Section 2.2(cd).

“United States” means the United States of America.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 2.8(c)(i).

“Withholding Agent” means each Credit Party or Agent.

“Work-In-Process” means Inventory that is not a product that is finished and approved by a Borrower in accordance with applicable Laws and such Borrower’s normal business practices for release and delivery to customers.

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

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(iii) Reduction of the Commitment Amounts. The Lenders’ Initial Term Loan Commitment amount shall automatically and permanently be reduced to zero on the Closing Date.

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(iv) The Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, in each case, except as expressly set forth in this Agreement, (a) the continuation of, administration of, submission of, calculation of or any other matter related to the SOFR Interest Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Term SOFR, SOFR Interest Rate or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Agent may select information sources or services in its reasonable discretion to ascertain the SOFR Interest Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service. Under no circumstances will the Agent be responsible for selecting or determining any Benchmark Replacement. In the case of a Benchmark Replacement, the Required Lenders in consultation with Borrower will select the Benchmark Replacement pursuant to the terms hereof and in consultation with the Agent, ensuring that Agent will be able to meet its obligations and requirements under this Agreement with respect to the Benchmark Replacement replacing the Benchmark. No such replacement (including any Conforming Changes) shall effect the Agent's own rights, duties or immunities under the Financing Documents or otherwise.

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(a) Repayments and Prepayments; Application. ▇▇▇▇▇▇▇▇ agrees that the Term Loans, and any fees or interest accrued or accruing thereon, shall be repaid and prepaid solely in U.S. dollars pursuant to the terms of this Section 2.4 and Section 2.5.

(b) Repayments and Prepayments. Borrower shall repay in full the unpaid principal amount of the Term Loans on the Maturity Date. Prior thereto, payments and prepayments of the Term Loans shall be made as set forth below.

(i) Borrower shall have the right, with at least three Business Days’ written notice to the Agent (which may be by email), at any time and from time to time to prepay any unpaid principal amount of the Term Loans, in whole or in part.

(ii) Within three Business Days of receipt by Borrower or any Subsidiary of any Net Cash Proceeds from a Casualty Event or an Asset Disposition (other than any Permitted Asset Disposition), Borrower shall notify the Agent and Lenders thereof. If requested by the Required Lenders by written notice to the Borrower and the Agent (with such request to come within ten Business Days of receipt of the notice to the Required Lenders from the Borrower), Borrower shall within three Business Days of such request (the “Prepayment Notice”). Borrower shall, subject to clause (iii) below and within three (3) Business Days following the Rejection Notice Deadline, make a mandatory prepayment of the Term Loans, in an amount equal to 100% of the Net Cash Proceeds from such Casualty Event or Asset Disposition (or such lesser amount as the Required Lenders may specify on the date of such request), to be applied as set forth in Section 2.5; provided, that if (a) prior to the date on which a prepayment is required to be made hereunder, Borrower notifies the Agent and the Required Lenders of its intention to reinvest the Net Cash Proceeds from such Casualty Event or Asset Disposition in assets (which, for the avoidance of doubt, shall not include inventory or other current assets, unless such assets were the type subject to the applicable Casualty Event or Asset Disposition) used or useful in the business of Borrower or any Subsidiary then, so long as no Event of Default then exists, Borrower shall not be required to make a prepayment hereunder to the extent that such Net Cash Proceeds from such Casualty Event or Asset Disposition are so reinvested (or committed to be reinvested pursuant to a binding agreement) within 180 days following receipt thereof (and, in the case of any such commitment to reinvest, are actually reinvested within 180 days following the expiration of such initial 180 day period), and (b) if any Net Cash Proceeds from such Casualty Event or Asset Disposition, as applicable, previously designated for reinvestment have not been so reinvested (or committed to be reinvested) prior to the expiration of the applicable period described in the foregoing clause (a), Borrower shall promptly make a prepayment of the outstanding principal amount of the Loans that are not so reinvested.

(iii) Notwithstanding anything herein to the contrary, each Lender may elect, by written notice to the Agent (each, a “Rejection Notice”) no later than ten (10) Business Days after the date of such ▇▇▇▇▇▇’s receipt of the Prepayment Notice (the “Rejection Notice Deadline”), to decline all or a portion of any prepayment pursuant to clause (ii) above. Each Rejection Notice from a Lender shall specify the principal amount of the prepayment of Loans rejected by such Lender (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds shall be allocated to any Lenders which have not provided a Rejection Notice

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until all such proceeds of such repayment have been allocated to Lenders or any such proceeds are the subject to a Rejection Notice and no other Lenders are accepting payment, in which case the remaining amount may be retained and applied by the Borrower.

(iiiiv) Immediately upon receipt by Borrower or any of its Subsidiaries of proceeds from any incurrence of Debt other than Permitted Debt, Borrower shall notify the Agent in writing thereof and prepay the Term Loans and the other Obligations owing under the Financing Documents at such time in an amount equal to 100% of the Net Cash Proceeds received.

(ivv) Borrower shall repay the Term Loans in full immediately upon any acceleration of the Maturity Date thereof pursuant to Section 10.2 or Section 10.3, unless, pursuant to Section 10.3, only a portion of the Term Loans is so accelerated (in which case the portion so accelerated shall be so repaid).

Except as provided in Section 10.7, amounts repaid or prepaid in respect of the outstanding principal amount of the Loans pursuant to Section 2.4 shall be applied pro rata to the Term Loans.

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

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For purposes of this Section 3.18, each Credit Party shall be deemed to include any business or business entity (including a corporation) that is, in whole or in part, a predecessor of such Credit Party.

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Each Credit Party agrees that:

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Documents required to be delivered pursuant to Sections 4.1(a) through (c) may be delivered electronically and if so delivered shall be deemed to have been delivered to the Agent and each Lender on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System.

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(c) After the Closing Date, with respect to any exclusive inbound license or any material inbound license that is royalty-bearing to which any Credit Party enters into or becomes bound, such Credit Party shall take commercially reasonable actions as the Agent or the Required Lenders may reasonably request to obtain the consent of, or waiver by, any Person whose consent or waiver is necessary for the Agent to be granted a valid security interest to ensure that Agent, acting on behalf of the Lenders, receives a first priority perfected Lien in such license and to fully exercise its rights under any of the Financing Documents in the event of a disposition or liquidation of the rights, assets or property that is the subject of such license. Each Credit Party shall ensure that the annual aggregate payments under any inbound license that is royalty bearing and with a Person that is an Affiliate of a Credit Party (other than an Affiliate that is a Credit Party), does not exceed $10,000,000 per year.

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Except where failure to do so would not reasonably be expected to have a Material Adverse Effect:

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Each Credit Party agrees that:

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in each case under this Section 5.4, other than (1) customary restrictions and conditions contained in agreements relating to the sale of assets of any Credit Party or any Subsidiary pending such sale, provided that such restrictions and conditions apply only to the Credit Party or Subsidiary to be sold and such sale is permitted hereunder, (2) restrictions or conditions imposed by any agreement relating to purchase money Debt, capital or financing leases and other secured Debt permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Debt, (3) customary anti-assignment provisions contained in leases, licenses, contracts and other agreements to the extent not otherwise prohibited under the terms of this Agreement, (4) joint venture agreement and other similar agreements that restrict the transfer of ownership interests in such joint ventures or provisions limiting the disposition or distribution of assets or property (other than dividends on a pro rata basis based on ownership percentage) of the applicable joint venture, which limitation is applicable only to the assets of the applicable joint venture that are the subject of such agreements, (5) customary provisions in any Convertible Note Documents which prohibit the sale or transfer of all or substantially all of the property of Person to any other Person (other than a sale or transfer by any Subsidiary to a Credit Party) which is not, or does not become, an obligor with respect to the Permitted Convertible Debt evidenced by such Convertible Note Documents, and (6) restrictions in the ABL Credit Agreement that (x) taken as a whole, in the good faith judgment of Borrower, are no more restrictive with respect to the Credit Parties than customary market terms for Debt of such type, and (y) do not adversely affect the ability of the Credit Parties (A) to make any payments required to be paid by the Credit Parties with respect to the Obligations or (B) to grant Liens on the Collateral in favor of the Agent, or (C) otherwise prohibit the Credit Parties from performing their obligations under the Financing Documents.

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(d) receipt by Agent of a Notice of Borrowing in compliance with this Agreement;

(e) receipt by the Agent and the Lenders at least 3 Business Days prior to the Closing Date all documentation and other information requested by Agent or any Lender and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the U.S. Patriot Act;

(f) the fact that, immediately before and after the funding of the Initial Term Loans, no Default or Event of Default shall have occurred and be continuing; and

(g) the fact that the representations and warranties of each Credit Party contained in the Financing Documents shall be true, correct and complete in all material respects on and as of the date of such borrowing, except to the extent that any such representation or warranty relates to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof.

Each Lender, by delivering its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Financing Document and each other document, agreement and/or instrument required to be approved by Agent, Required Lenders or Lenders, as applicable, on the Closing Date.

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Each giving of a Notice of Borrowing hereunder and each acceptance by Borrower of the proceeds of any Delayed Draw Term Loan made hereunder shall be deemed to be (y) a representation and warranty by Borrower on the date of such notice or acceptance as to the facts specified in this Section (other than clause (c)), and (z) a restatement by Borrower that each and every one of the representations made by it in any of the Financing Documents is true and correct in all material respects as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date).

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

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Each of the Agent, each Lender and their respective Affiliates (collectively, the “Specified Parties”), may have economic interests that conflict with those of the Credit Parties, their stockholders and/or their respective Affiliates. Each Credit Party agrees that nothing in the Financing Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Specified Party, on the one hand, and such Credit Party, its respective stockholders or its respective Affiliates, on the other. Each Credit Party acknowledges and agrees that: (i) the transactions contemplated by the Financing Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Specified Parties, on the one hand, and the Credit Parties, on the other, and (ii) in connection therewith and with the process leading

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thereto, (x) no Specified Party, in its capacity as such, has assumed an advisory or fiduciary responsibility in favor of any Credit Party, its respective stockholders or its respective Affiliates with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto), the process leading thereto (irrespective of whether any Specified Party has advised, is currently advising or will advise any Credit Party, its respective stockholders or its respective Affiliates on other matters), or any other obligation to any Credit Party except the obligations expressly set forth in the Financing Documents and (y) each Specified Party, in its capacity as such, is acting solely as principal and not as the agent or fiduciary of such Credit Party, its respective management, stockholders, creditors or any other Person. Each Credit Party acknowledges and agrees that such Credit Party has consulted its own legal, tax and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. To the fullest extent permitted by law, each Credit Party hereby waives and releases any claims that it may have against any Specified Party with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of the transactions contemplated hereby or by the other Financing Documents.

provided, however, that, no such amendment, waiver or other modification shall, unless signed or otherwise approved in writing by all the Lenders directly affected thereby, (A) reduce the principal of, rate of interest on or any fees with respect to any Loan or forgive any principal, interest (other than default interest) or fees (other than late charges) with respect to any Loan; (B) postpone the date fixed for, or waive, any payment (other than any mandatory prepayment pursuant to Section 2.4(b)(ii)) of principal of any Loan, or of interest on any Loan (other than default interest) or any fees provided for hereunder (other than late charges) or postpone the date of termination of any commitment of any Lender hereunder; (C) change the definition of the term Required Lenders or the definition of the term Significant Lenders or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (D) release all or substantially all of the Collateral, authorize any Credit Party to sell or otherwise dispose of all or substantially all of the Collateral, release any Guarantor of all or any portion of the Obligations or its Guarantee obligations with respect thereto, except, in each case with respect to this clause (D), as otherwise may be provided in this Agreement or the other Financing Documents (including in connection with any disposition permitted hereunder); (E) amend, waive or otherwise modify this Section 11.16(b) or the definitions of the terms used in this Section 11.16(b) insofar as the definitions affect the substance of this Section 11.16(b); (F) consent to the assignment, delegation or other transfer by any Credit Party of any of its rights and obligations under any Financing Document or release any Credit Party of its payment obligations under any Financing Document, except, in each case with respect to this clause (F), pursuant to a merger or consolidation permitted pursuant

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to this Agreement; or (G) amend any of the provisions of Section 10.72.5, Section 2.510.7, or amend any of the definitions Pro Rata Share or Term Loan Commitment (or Delayed Draw Term Commitment or, Initial Term Commitment or 2024 Term Loan Commitment) or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder; or (H) amend any provision of Section 11.17 in any manner which would (x) modify the limitations on the Credit Parties’ ability to assign their rights and obligations under the Financing Documents, (y) adversely affect the rights of any Lender to assign all or any portion of such Lender’s Loan (and related obligations) or to sell any participating interests in such Lender’s Loan to third parties (it being understood that this clause (y) does not give any additional rights than what is provided in Section 11.17) or (z) adversely affect the rights of any Lender to pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender to a third party (it being understood that this clause (y) does not give any additional rights than what is provided in Section 11.17). It is hereby understood and agreed that all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F) and, (G) and (H) of the preceding sentence.

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Any Lender may deliver a notice to Agent stating that such Lender shall not fund any Delayed Draw Term Loans due to the non-satisfaction of one or more conditions to funding Loans set forth in Section 7.2, and specifying any such non-satisfied conditions. Any Lender delivering any such notice shall become a non-funding Lender (a “Non-Funding Lender”) for purposes of this Agreement commencing on the Business Day following receipt by Agent of such notice, and shall cease to be a Non-Funding Lender on the date on which such Lender has either revoked the effectiveness of such notice or acknowledged in writing to each of Agent the satisfaction of the condition(s) specified in such notice, or Required Lenders waive the conditions to the funding of such Loans giving rise to such notice by Non-Funding Lender. Each Non-Funding Lender shall remain a Lender for purposes of this Agreement to the extent that such Non-Funding Lender has outstanding Term Loans in excess of Zero Dollars ($0); provided, however, that during any period of time that any Non-Funding Lender exists, and notwithstanding any provision to the contrary set forth herein, the following provisions shall apply:

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For purposes of this section, the term “Claim” shall mean any claim, action or cause of action, defense, counterclaim, set-off or right of recoupment of any kind or nature against the Agent or Lenders, its officers, directors, employees, agents, members, actuaries, accountants, trustees or attorneys, or any affiliate of the Agent or Lenders in connection with the making, closing, administration, collection or enforcement by the Agent or Lenders of the Obligations.

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(a) Each Guarantor further agrees that such Guarantor’s liability as guarantor shall not be impaired or affected by any renewals or extensions which may be made from time to time, with or without the knowledge or consent of Guarantor for the time for payment of interest or principal or by any forbearance or delay in collecting interest or principal hereunder, or by any waiver by Agent or Lenders under this Agreement or any other Financing Documents, or by Agent’s or Lenders’ failure or election not to pursue any other remedies it may have against any Credit Party, or by any change or modification in the Notes, this Agreement or any other Financing Document, or by the acceptance by Agent or Lenders of any additional security or any increase, substitution or change therein, or by the release by Agent or Lenders of any security or any withdrawal thereof or decrease therein, or by the application of payments received from any source to the payment of any obligation other than the Obligations even though Agent or Lenders might lawfully have elected to apply such payments to any part or all of the Obligations, it being the intent hereof that, subject to Agent’s or Lenders’ compliance with the terms of this Article 12 and the Financing Documents, each Guarantor shall remain liable for the payment of the Obligations, until the Obligations have been paid in full, notwithstanding any act or thing which might otherwise operate as a legal or equitable discharge of a surety. Each Guarantor further understands and agrees that Agent or Lenders may at any time enter into agreements with Borrower to amend, modify and/or increase the principal amount of, interest rate applicable to or other economic and non-economic terms of this Agreement or the other Financing Documents, and may waive or release any provision or provisions of this Agreement or the other Financing Documents, and, with reference to such instruments, may make and enter into any such agreement or agreements as Agent, Lenders and Borrower may deem proper and desirable, without in any manner impairing this Guarantee or any of Agent’s or ▇▇▇▇▇▇▇’ rights hereunder or each Guarantor’s obligations hereunder, and each Guarantor’s obligations hereunder shall apply to the this Agreement and other Financing Documents as so amended, modified, extended, renewed or increased.

(b) Without limiting the foregoing, Agent is hereby authorized, without notice or demand (except as otherwise specifically required under this Agreement) and without affecting the liability of Borrower hereunder, at any time and from time to time, to (i) renew, extend or otherwise increase the time for payment of the Obligations; (ii) with the written agreement of Borrower, change the terms relating to the Obligations or otherwise modify, amend or change the terms of any Note or other agreement, document or instrument now or hereafter executed by ▇▇▇▇▇▇▇▇ and delivered to Agent for any Lender; (iii) accept partial payments of the Obligations; (iv) subject to the ABL Intercreditor Agreement, take and hold any Collateral for the payment of the Obligations or for the payment of any guaranties of the Obligations and exchange, enforce, waive and release any such Collateral; (v) subject to the ABL Intercreditor Agreement, apply any such Collateral and direct the order or manner of sale thereof as Agent, in its sole discretion, may determine; and (vi) subject to the ABL Intercreditor Agreement, settle, release, compromise, collect or otherwise liquidate the Obligations and any Collateral therefor in any manner, all guarantor and surety defenses being hereby waived by Borrower. Except as specifically provided in this Agreement or any of the other Financing Documents, Agent shall have the exclusive right to determine the time and manner of application of any payments or credits, whether received from Borrower or any other source, and such determination shall be binding on Borrower. All such payments and credits may be applied, reversed and reapplied, in whole or in part, to any of the Obligations that Agent shall determine, in its reasonable discretion, without affecting the validity or enforceability of the Obligations of any other Borrower.

(c) Each Guarantor hereby agrees that, except as hereinafter provided, the Obligations are unconditional, irrespective of (i) the absence of any attempt to collect the Obligations from any obligor or other action to enforce the same; (ii) the waiver or consent by Agent with respect to any provision of any instrument evidencing the Obligations, or any part thereof, or any other agreement heretofore, now or

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hereafter executed by a Guarantor and delivered to Agent; (iii) failure by Agent to take any steps to perfect and maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations; (iv) the institution of any proceeding under the Bankruptcy Code, or any similar proceeding, by or against a Borrower or Agent’s election in any such proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code; (v) any borrowing or grant of a security interest by a Borrower as debtor-in-possession, under Section 364 of the Bankruptcy Code; (vi) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Agent’s claim(s) for repayment of any of the Obligations; or (vii) any other circumstance other than payment in full of the Obligations which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety.

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(g) On or prior to 10:00 a.m. (New York City time) on the first (1st) Business Day after the Closing Date, Borrower shall file with the SEC one or more Forms 8-K (such Form or Forms 8-K, collectively, the “Announcing Form 8-K”) describing the material terms of this Agreement and disclosing the consummation of the transactions contemplated hereby and including as an exhibit to such Form 8-K this Agreement. At or prior to 10:00 a.m. (New York City time) on the second (2nd) Business Day following any date of borrowing of Delayed Draw Term Loans, Borrower shall file a Form 8-K with the SEC or furnish a Form 8-K to the SEC describing the terms of the borrowing on such date and any other material transactions occurring in connection therewith. At or prior to 10:00 a.m. (New York City time) on the second (2nd) Business Day following Borrower’s termination of any unfunded Delayed Draw Term Loan Commitments or any repayment, prepayment, redemption or payment in full of the outstanding principal amounts of the Loans, Borrower shall file a Form 8-K with the SEC or furnish a Form 8-K to the SEC describing such termination, repayment, prepayment, redemption or payment (as applicable) and any other material transactions occurring in connection therewith. At or prior to 10:00 a.m. (New York City time) on the second (2nd) Business Day after the Amendment No. 1 Effective Date, Borrower shall file with the SEC one or more Forms 8-K describing the material terms of Amendment No. 1 and disclosing the consummation of the transactions contemplated by Amendment No. 1 and including Amendment No. 1 as an exhibit to such Form 8-K.

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