EX-10.4

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [*], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Exhibit 10.4

AMENDEDANDRESTATED

CREDIT,SECURITYANDGUARANTYAGREEMENT

datedasofMay5,2026 by and among

RIGELPHARMACEUTICALS,INC.,

asBorrowerandanyadditionalborrowerthathereafterbecomespartyhereto,eachasBorrower, and collectively as Borrowers,

and

anyguarantorthathereafterbecomespartyhereto,eachasGuarantor,andcollectivelyas Guarantors,

and

MIDCAPFUNDINGIVTRUST,

asAgent, and

THELENDERS

FROMTIMETOTIMEPARTYHERETO

TABLEOFCONTENTS

Page

ARTICLE1-DEFINITIONS. 1

Section1.1 CertainDefinedTerms 1

Section1.2 AccountingTermsandDeterminations 43

Section1.3 OtherDefinitionalandInterpretiveProvisions 44

Section1.4 SettlementandFundingMechanics 44

Section1.5 Timeisofthe Essence 44

Section1.6 Timeof Day 44

ARTICLE2-LOANS 44

Section2.1 Loans 44

Section2.2 Interest,InterestCalculationsandCertainFees 46

Section2.3 Notes 49

Section2.4 Reserved. 49

Section2.5 Reserved. 49

Section2.6 GeneralProvisionsRegardingPayment;LoanAccounts 49

Section2.7 MaximumInterest 50

Section2.8 Taxes;CapitalAdequacy;IncreasedCosts;InabilitytoDetermine

Rates;Illegality. 50

Section2.9 AppointmentofBorrowerRepresentative 55

Section2.10 JointandSeveralLiability;RightsofContribution;Subordination

and Subrogation 56

Section2.11 CollectionsandLockbox Account 58

Section2.12 Termination;RestrictiononTermination 60

ARTICLE3-REPRESENTATIONSANDWARRANTIES 61

Section3.1 Existenceand Power 61

Section3.2 OrganizationandGovernmentalAuthorization;NoContravention 61

Section3.3 BindingEffect 61

Section3.4 Capitalization 61

Section3.5 FinancialInformation 61

Section3.6 Litigation 62

Section3.7 OwnershipofProperty 62

Section3.8 NoDefault 62

Section3.9 LaborMatters 62

Section3.10 InvestmentCompanyAct 62

Section3.11 MarginRegulations 62

Section3.12 ComplianceWithLaws;Anti-TerrorismLaws 63

Section3.13 Taxes 63

Section3.14 CompliancewithERISA 63

Section3.15 ConsummationofFinancingDocuments;Brokers 64

Section3.16 [Reserved] 64

Section3.17 MaterialContracts 64

Section 3.18 CompliancewithEnvironmentalRequirements;NoHazardousMaterials 64

Section3.19 IntellectualPropertyandLicenseAgreements 65

Section3.20 Solvency 65

Section3.21 Full Disclosure 65

Section3.22 Reserved 65

Section3.23 Subsidiaries 65

Section3.24 AccuracyofSchedules 66

Section3.25 EligibleAccount;EligibleForeignAccounts;EligibleInventory 66

Section3.26 RegulatoryMatters 66

Section3.27 SeniorIndebtednessStatus 67

ARTICLE4-AFFIRMATIVECOVENANTS 67

Section4.1 FinancialStatements,OtherReportsandNotices 67

Section4.2 PaymentandPerformanceof Obligations 70

Section4.3 MaintenanceofExistence 70

Section4.4 MaintenanceofProperty; Insurance 70

Section4.5 CompliancewithLawsandMaterialContracts 71

Section4.6 InspectionofProperty,BooksandRecords 72

Section4.7 UseofProceeds 72

Section4.8 [Reserved] 72

Section4.9 NoticesofMaterialContracts,LitigationandDefaults 72

Section4.10 HazardousMaterials;Remediation 73

Section4.11 FurtherAssurances;Joinder 73

Section4.12 Reserved 74

Section4.13 PowerofAttorney 74

Section4.14 BorrowingBaseCollateralAdministration 75

Section4.15 ScheduleUpdates 76

Section4.16 IntellectualPropertyandLicensing. 76

Section4.17 RegulatoryCovenants 77

ARTICLE5-NEGATIVE COVENANTS 77

Section5.1 Debt;ContingentObligations 77

Section5.2 Liens 78

Section5.3 Distributions 78

Section5.4 RestrictiveAgreements 78

Section5.5 PaymentsandModificationsofSubordinatedDebt 78

Section5.6 Consolidations,MergersandSalesofAssets;ChangeinControl 78

Section5.7 PurchaseofAssets,Investments 79

Section5.8 TransactionswithAffiliates 79

Section5.9 ModificationofOrganizationalDocuments 79

Section5.10 ModificationofCertainAgreements 80

Section5.11 ConductofBusiness 80

Section5.12 [Reserved] 80

Section5.13 LimitationonSaleandLeasebackTransactions 80

Section 5.14 DepositAccountsandSecuritiesAccounts;PayrollandBenefitsAccounts 80

Section5.15 CompliancewithAnti-TerrorismLaws 80

Section5.16 Changein Accounting 81

Section5.17 InvestmentCompanyAct 81

Section5.18 AgreementsRegardingReceivables 81

Section5.19 RestrictedForeignSubsidiaries 81

ARTICLE6–FINANCIALCOVENANTS 82

Section6.1 MinimumTAVALISSENetRevenue 82

Section6.2 MinimumLiquidity 82

Section6.3 EvidenceofCompliance 82

ARTICLE7–CONDITIONS 82

Section7.1 ConditionstoClosing 82

Section7.2 ConditionstoEachLoan 83

Section7.3 Searches 83

Section7.4 Post-ClosingRequirements 84

ARTICLE8–RESERVED 84

ARTICLE9–SECURITYAGREEMENT 84

Section9.1 Generally 84

Section9.2 RepresentationsandWarrantiesandCovenantsRelatingto

Collateral 84

ARTICLE10-EVENTSOFDEFAULT 88

Section10.1 EventsofDefault 88

Section 10.2 Acceleration and Suspension or Termination of Revolving Loan Commitment 90

Section10.3 UCCRemedies 91

Section10.4 ProtectivePayments 93

Section10.5 DefaultRateofInterest 93

Section10.6 SetoffRights 93

Section10.7 ApplicationofProceeds 93

Section10.8 Waivers 94

Section10.9 InjunctiveRelief 96

Section10.10 Marshalling;PaymentsSetAside 96

ARTICLE11-AGENT 96

Section11.1 AppointmentandAuthorization 96

Section11.2 AgentsandAffiliates 97

Section11.3 Actionby Agent 97

Section11.4 ConsultationwithExperts 97

Section11.5 Liabilityof Agent 97

Section11.6 Indemnification 97

Section11.7 RighttoRequest andActonInstructions 98

Section11.8 CreditDecision 98

Section11.9 CollateralMatters 98

Section11.10 Agencyfor Perfection 98

Section11.11 NoticeofDefault 99

Section11.12 AssignmentbyAgent;ResignationofAgent;SuccessorAgent 99

Section11.13 PaymentandSharingofPayment 100

Section11.14 RighttoPerform,PreserveandProtect 102

Section11.15 AdditionalTitledAgents 102

Section11.16 Amendmentsand Waivers 103

Section11.17 Assignmentsand Participations 103

Section11.18 FundingandSettlementProvisionsApplicableWhenNon-Funding

LendersExist 106

ARTICLE12–GUARANTY 107

Section12.1 Guaranty 107

Section12.2 PaymentofAmountsOwed 107

Section12.3 CertainWaiversbyGuarantor 107

Section 12.4 Guarantor’s Obligations Not Affected by Modifications of Financing Documents 109

Section12.5 Reinstatement;Deficiency 110

Section 12.6 Subordination of Borrowers’ Obligations to Guarantors; Claims in Bankruptcy 110

Section12.7 MaximumLiability 110

Section12.8 Guarantor’sInvestigation 111

Section12.9 Termination 111

Section12.10 Representative 111

Section12.11 GuarantorAcknowledgement 111

ARTICLE13-MISCELLANEOUS 112

Section13.1 Survival 112

Section13.2 NoWaivers 112

Section13.3 Notices 112

Section13.4 Severability 113

Section13.5 Headings 113

Section13.6 Confidentiality 113

Section13.7 WaiverofConsequentialandOtherDamages 114

Section13.8 GOVERNINGLAW;SUBMISSIONTOJURISDICTION 114

Section13.9 WAIVEROFJURYTRIAL 115

Section13.10 Publication;Advertisement 117

Section13.11 Counterparts;Integration 117

Section13.12 NoStrictConstruction 118

Section13.13 LenderApprovals 118

Section13.14 Expenses;Indemnity 118

Section13.15 CaliforniaWaiver 119

Section13.16 Reinstatement 120

Section13.17 SuccessorsandAssigns 120

Section13.18 USAPATRIOTActNotification 121

Section13.19 AcknowledgementandConsenttoBail-InofAffectedFinancial

Institutions 121

Section13.20 ErroneousPayments 121

Section13.21 ExistingAgreementsSuperseded;ExhibitsandSchedules 123

AMENDEDANDRESTATEDCREDIT,SECURITYANDGUARANTYAGREEMENT

This AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY

AGREEMENT (as the same may be amended, supplemented, restated or otherwise modified from timeto time, the “Agreement”) is dated as of May 5, 2026 by and among RIGEL PHARMACEUTICALS, INC., a Delaware corporation (“Rigel”) and any additional borrower that may hereafter be added to this Agreement and each of their successors and permitted assigns (together with Rigel, each individually asa “Borrower”, andcollectively, the “Borrowers”), anyentitiesthat become party hereto as Guarantors and each of their successors and permitted assigns (each individually, a “Guarantor” and collectively, with each of their successors and assigns, the “Guarantors”), MIDCAP FUNDING IV TRUST, as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

RECITALS

WHEREAS, MidCap Financial Trust, a Delaware statutory trust (in its capacity as Agent, the “Existing Agent”), certain Lenders party thereto (the “Existing Lenders”), the Borrower are parties to that certain Credit and Security Agreement, dated September 27, 2019 (as amended, supplemented or otherwise modified at any time prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the Existing Lenders made certain term loans available to the Borrowers in an aggregate principal amount of $40,000,000 (the “Existing Term Loans”);

WHEREAS, on the date hereof, Borrower is making a repayment of the Credit Extensions (as definedintheExistingCredit Agreement”) undertheExistingCredit Agreementinanaggregateprincipal amount equal to $32,000,000 and all accrued and unpaid interest with respect thereto (the “Closing Date Repayment”); and

WHEREAS, in connection with the continued working capital and other needs of the Borrowers, the Credit Parties have requested, among other things, that Agent and Lenders amend and restate the Existing Credit Agreement to, among other things, (a) provide for a revolving credit facility, subject tothe terms and conditions set forth herein, (b) extend the Maturity Date (as defined in the Existing Credit Agreement), and (c) amend certain other economic terms, covenants and other provisions of the Existing Credit Agreement.

The Credit Parties have requested that Lenders make available to Borrowers the financing facilities as described herein.Lenders are willing to extend such credit to Borrowers under the terms and conditions herein set forth.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenantsherein contained,thereceiptandsufficiencyof which areherebyacknowledged, Credit Parties, Lenders and Agent agree to amend and restate the Existing Credit Agreement in its entirety as follows:

ARTICLE1- DEFINITIONS

Section1.1 CertainDefinedTerms.Thefollowingtermshavethefollowingmeanings:

“Acceleration Event”means theoccurrenceof an Event of Default(a) inrespectof which Agent hasdeclaredalloranyportionoftheObligationstobeimmediatelydueandpayablepursuantto Section10.2,(b)pursuanttoSection10.1(a),andinrespectofwhichAgenthassuspendedorterminated the Revolving Loan Commitment pursuant to Section 10.2, and/or (c) pursuant to either Section 10.1(e)and/or Section 10.1(f).



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“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 ornot earned by performance, (b) without duplication, any “account” (as defined in the UCC), any accounts receivable (whether in the form of payments for services rendered or goods sold, rents, license fees or otherwise), any “health-care-insurance receivables” (as defined in the UCC), any “payment intangibles” (as defined in the UCC) and all other rights to payment and/or reimbursement of every kind and description, whether or not earned by performance, (c) all accounts, “general intangibles” (as defined in the UCC), Intellectual Property, rights, remedies, Guarantees, “supporting obligations” (as defined in the UCC), “letter-of-credit rights” (as defined in the UCC) and security interests in respect of the foregoing, all rights of enforcement and collection, all books and records evidencing or related to the foregoing, and all rights under the Financing Documents in respect of the foregoing, and (d) 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 (including through licensing) of all or substantially all of the assets of a Person, or of any business, line of business or division or other unit of operation of a Person,(b)theacquisitionoffiftypercent(50%)ormoreoftheEquityInterestsofanyPerson,whetheror 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 and open source licenses in the Ordinary Course of Business) or any assets constituting a business unit, line of business or division of such other Person.

“AdditionalTitledAgents”hasthemeaningsetforthinSection11.15.

“AdditionalTranche”meansanadditionalamountofRevolvingLoanCommitmentequalto

$20,000,000.00(itbeingacknowledgedthatmultipleAdditionalTranchesarepermittedpursuantto Section 2.1(c) in minimum amounts of $[*] each for a total of up to $20,000,000.00).

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

“AffectedLenders”hasthemeaningsetforthinSection11.17(c).

“Affiliate” means, with respect to any Person, (a) any Person that directly or indirectly controls such Person, (b) any Person which is controlled by or is under common control with such controlling Person, and (c) each of such Person’s (other than, with respect to any Lender, any Lender’s) officers or directors (or Persons functioning in substantially similar roles).As used in this definition, the term “control” of a Person means the possession, directly or indirectly, of the power to vote ten percent (10%) or more of any class of voting securities of such Person or to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

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

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



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“ApplicableMargin”meansfourpercent([*]%).

“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 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 anycasualty or other damage to, any property or asset) by any Credit Party or any Subsidiary thereof of any asset of such Credit Party or such Subsidiary.

“Assignment Agreement” means an assignment agreement in substantially the form attached hereto as Exhibit Gor such other form that is acceptable to Agent and, as applicable, Borrower Representative.

“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(o).

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



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“Base Rate Loan” means a Loan that bears interest at a rate based on the Base Rate. “Benchmark”means,initially,TermSOFR;providedthatifaBenchmarkTransitionEventand

itsrelatedBenchmarkReplacementDatehaveoccurredwithrespecttoTermSOFRorthethen-current

Benchmark,then“Benchmark”meanstheapplicableBenchmarkReplacementtotheextentthatsuch Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.2(o).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sumof: (a) the alternate benchmark rate that has been selected by Agent 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 Dollar-denominated syndicatedcreditfacilitiesatsuchtimeand(b)therelatedBenchmarkReplacement 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 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,forsuchtype ofreplacement for U.S. dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date”meanstheearlier to occurofthefollowingeventswithrespect to the then-current Benchmark: (a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event”,the laterof (i) the date of the publicstatement 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 calculationthereof)hasbeendeterminedandannouncedbytheregulatorysupervisorfortheadministrator 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) even if any Available Tenor of such Benchmark (or such component thereof) continues tobeprovidedonsuchdate.Fortheavoidanceofdoubt,the“BenchmarkReplacementDate”willbe 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 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 provideallAvailableTenorsofsuchBenchmark(or suchcomponentthereof)permanentlyorindefinitely, 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



4

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 suchcomponent thereof) are nolonger, or asof aspecified future date will no longer be, representative. For the avoidance of doubt, a “Benchmark TransitionEvent” will bedeemed 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 isa 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 suchtime, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunderand under any Financing Document in accordance with Section 2.2(o) 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(o).

“Blocked Person” means any Person:(a) listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (b) owned or controlled by, or acting for or on behalf of, any Personthatislistedintheannexto,orisotherwisesubjecttotheprovisionsof,ExecutiveOrder No.13224,(c) withwhichanyLender isprohibitedfrom dealingor otherwiseengaginginanytransaction by any Anti-Terrorism Law, (d)that commits, threatens or conspires to commit orsupports “terrorism” as defined in Executive Order No. 13224, (e) that is named a “specially designated national” or “blocked person” onthemost current list published by OFAC or other similar sanctions list or is named asa “listed person” or“listedentity” on otherlistsmadeunder any Anti-TerrorismLaw, or(f)any Person residentin, organized under the laws of or incorporated in a Sanctioned Country.

“Borrower”and“Borrowers”hasthemeaningsetforthintheintroductoryparagraphhereto.

“Borrower Representative” means Rigel,inits capacity as Borrower Representative pursuant to the provisions of Section 2.9, or any successor Borrower Representative selected by Borrowers and approved by Agent.

“BorrowingBase”means,thesumof:

(a)the product of (i) [*] ([*]%) multiplied by (ii) the aggregate net amount at such time of the Eligible Accounts; plus

(b)the product of (i) [*] ([*]%) multiplied by (ii) the aggregate net amount at such time of the Eligible Foreign Accounts; provided that the aggregate amount available under this clause (b) with respect to all Eligible Foreign Accounts shall never exceed an amount equalto [*]% of the aggregate availability included in the Borrowing Base pursuant to clause (a) and (b) of this definition; plus

(c)thelesser of(i)[*] ([*]%) multipliedbythe OrderlyLiquidationValue of the Eligible Inventory, or (ii) [*] ([*]%) multiplied by (ii) the value of the EligibleInventory, valued at [*]; minus



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(d)the amount of any Overdue Trade Payables Reserve, Rent Reserve, and any other reserves and/or other adjustments provided for in this Agreement;

provided, that the Borrowing Base shall automatically be adjusted down, if necessary, such that (i) the aggregate availability from Eligible Inventory shall never exceed an amount equal to [*]% of the Revolving Loan Limit, as of any date of determination.

“Borrowing Base Certificate” means a certificate, duly executed by a Responsible Officer of Borrower Representative, appropriately completed and substantially in the form of Exhibit Chereto.

“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 Washington, DC and New York City 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.

“Capital Lease” of any Person means any lease of any property by such Person as lessee which would, in accordance with GAAP (subject to the second to last sentence of Section 1.2), be required to be accounted for as a capital lease or finance lease on the balance sheet of such Person.

“Cash Collateral Accounts” means, collectively, each segregated Deposit Account from time to time identified to Agent in writing established by Borrower for the sole purpose of securing Borrower’s obligations under clause (h) of the definition Permitted Contingent Obligations and containing only such cash or Cash Equivalents that have been required to be pledged to secure such obligations of Borrower; provided, that the aggregate amount of cash or Cash Equivalents deposited in all such Cash Collateral Accounts does not, at any time, exceed $[*] in the aggregate.

“CashDominionEvent”means(a)theoccurrenceandcontinuanceofanyEventofDefaultor

(b) the date that Liquidity is less than $[*] as of the end of the Business Day for three (3) consecutive Business Days.

“Cash Dominion Period” means each period beginning immediately upon the occurrence of a Cash Dominion Event and ending on the date that both (a) no Default or Event of Default exists and is continuing and (b) Liquidity shall have been equal to or greater than $20,000,000 for twenty (20) consecutive days.

“Cash Equivalents” means any Investment in (a) securities issued or directly and fully guaranteed or insured bythe United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one

(1)year from the date of acquisition by such Person, (b) Dollar-denominated time deposits and certificates of deposit witha duration of not more thanone(1) year issued or acceptedby any commercial bank having, or which is the principalbanking subsidiary of a bank holdingcompany organized underthe laws of the United States, any State thereof or, the District of Columbia having capital, surplus and undivided profits aggregating in excess of $[*],(c) repurchase obligations with a term of not more thanninety(90)daysforunderlyingsecurities ofthetypesdescribedinsubsection(a)above entered into with any bank meeting the qualifications specified in subsection (b) above, (d) commercial paper issued by any issuer rated at least [*], (e) money market or mutual fund which invests only in the foregoing types of Investments, has portfolio assets in excess of $[*], complies with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act, and has the highest rating obtainable from either Standard & Poor’s Corporation or Moody’s Investors Service, Inc. or (f) other Investments made pursuant to Borrower’s investment policy and permitted pursuant to clause (j) of the definition of Permitted Investments.



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“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 or series of 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 securitiesthat such person or group 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 Rigel 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) any Credit Party ceases to own, directly or indirectly, 100% of the capital stock of any of its Subsidiaries (with the exception of qualifying director shares or similar interests and any Subsidiaries permitted to be dissolved, merged or otherwise disposed of to the extent otherwise permitted by this Agreement); or (c) the occurrence of any “change in control”, “fundamental change” or any termor provision of similar effect under any Subordinated Debt Document or Borrower’s Organizational Documents.Asused herein,“beneficial ownership”shall havethemeaningprovidedin Rule 13d-3 of the SEC under the Securities Exchange Act of 1934.

“ClosingDate”means thedateofthis Agreement.

“ClosingDateRepayment”hasthemeaningsetforthintherecitalshereto.

“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 benefitof AgentandLenders,pursuanttothisAgreementandthe Security Documents,including,without limitation, all of the property described in Schedule 9.1hereto.

“CommitmentAnnex”meansAnnexAtothisAgreement.

“Competitor” means, at any time of determination, any Person engaged in the same or substantially the same line of business as the Borrower and the other Credit Parties and such business accounts for all or substantially all of the revenue or net income of such Person at the time of determination.

“Compliance Certificate” means a certificate, duly executed by a Responsible Officer of Borrower Representative, appropriately completed and substantially in the form of Exhibit Bhereto.

“Conforming Changes”means,withrespect toeithertheuseoradministrationofTermSOFRor the use, administration, adoption or implementation of 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 other 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 length of lookbackperiods, (d) the applicability of Section 2.8 (Taxes; Capital Adequacy; Increased Costs; Inability to Determine Rates; Illegality) and (e) other technical, administrative or operational matters) that Agent decidesmaybeappropriatetoreflecttheadoptionandimplementationof Term SOFRor suchBenchmark Replacement and to permit the administration thereof by Agent in a manner substantially consistent with market practice (or, if Agent decides



7

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 Rigel (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 theobligeeof such Third PartyObligationthat such ThirdPartyObligation 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 isotherwise 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 nonperformanceby 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 obligationortopreservethesolvency,financialconditionorlevelofincomeofanotherPerson.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 so Guaranteed or otherwise supported.

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

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

“Credit Party” means each Borrower and each Guarantor; and “Credit Parties” means all such Persons, collectively; provided, however,that, for theavoidanceof doubt,in no event shall any Restricted Foreign Subsidiary be deemed to be or otherwise required to be a “Credit Party” for purposes of this Agreement or the other Financing Documents.

“Credit Party Unrestricted Cash” means unrestricted cash and Cash Equivalents of the Credit Parties that (a) 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 AccountControl Agreement, as applicable, in favor of Agent at bank or financial institution located in the United States and are otherwise subject to Agent’s first priority perfected security interest, (b) is not subject to any other 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 othersimilar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payables and operating liabilities arising and paid on a timely basis and in the Ordinary Course of Business, (d) all Capital Leases of such Person, (e) all non-contingent obligations of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit, banker’s acceptance or



8

similar instrument, (f) all 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, (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, (i) all Debt of others Guaranteed by such Person, (j) all monetary obligations under any synthetic lease, tax ownership/operating lease, off-balance sheet financing orsimilar financing, (k) all obligations arising under non-compete agreements, and (l) obligations in respect of litigation settlement agreements or similar arrangements.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, (i) solongas suchfailureshall remaininexistenceand uncured, any Lender which shall have failed to make any Loan or other credit accommodation, disbursement,settlement or reimbursement required pursuant to the terms of any Financing Document, (ii) any Lender that has notified the Credit Parties or Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statementrelatestosuchLender’sobligationtofundaLoanhereunderandstatesthatsuchpositionis

based on such Lender's determination that a condition precedent to funding (which condition precedent, together withany applicableDefault or Event of Default,shall bespecificallyidentifiedinsuchwritingor public statement) cannot be satisfied), or (iii) any Lender that has, or has a direct or indirect parent company that has, (a) become the subject of any proceeding under the Bankruptcy Code or any other insolvency, debtor relief or debt adjustment or similar law(whether state, provincial, territorial,federal or foreign), or (b) 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 madewith such Lender. Any determination by Agent that a Lender is a Defaulted Lender under any one ormore of clauses (i) through (iii) above shall be conclusive and binding absent manifest error, and such Lendershall be deemed tobe a Defaulted Lender upon delivery of written noticeof such determinationto Agent and each Lender.

“Defined Period” means for any given calendar month or date of determination, the immediately preceding twelve (12) month period ending on the last day of such calendar month or if such date of determination is not the last day of a calendar month, the twelve (12) month period immediatelypreceding any such date of determination.

“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 and each financial institution in which such Credit PartymaintainsaDepositAccount(whichisnotanExcludedAccount),whichagreementprovides that such financial institution shall comply with instructions originated by Agent directing disposition of the funds in



9

such Deposit Account without further consent by the applicable Credit Party, including as to any such agreement pertaining to any Lockbox Account, providing that during a Cash Dominion Period such financial institution shall, at the direction of Agent, wire, or otherwise transfer, in immediately available funds, on a daily basis to the Payment Account all funds received or deposited into such Lockbox or Lockbox Account.

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

“Dilution Reserve” means, as of any date of determination, an amount sufficient to reduce the advance rate against Eligible Accounts by one (1) percentage point for each percentage point by which Dilution is in excess of [*] ([*]%) percent; provided that Agent shall endeavor to reevaluate such Dilution Reserve, in its Permitted Discretion, in connection with each semi-annual collateral audit conducted under this Agreement.

“Disqualified Equity Interests” means, with respect to any Person, any Equity Interest in such Personthat,withinlessthan[*]days after theTerminationDate,either byitsterms (or bytheterms ofany security or any other Equity Interests 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 a result of an optional redemption thereof by the issuer thereof) or is mandatorily redeemable (other than solely for Permitted Debt or other Equity Interests in such Person or of Rigel that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), pursuant to a sinking fund obligation or otherwise, exceptas aresult of a change of control or asset sale,liquidationorsimilar event, in each case that results in the prior payment in full of the Obligations and termination of the Revolving Loan Commitments, (b) is redeemable at the option of the holder thereof, in whole or in part (other than solely for Permitted Debt or other Equity Interests in such Person or of Rigel that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests), (c) providesfor the scheduled payments of dividends or distributions 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.

“Distribution” means as to any Person (a) any dividend or other distribution or payment(whether in cash, securities or other property) on, or in respect of, any Equity Interest in such Person (except those payable solely in its Equity 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 any claim respecting the purchase or sale of any Equity Interest in such Person, or (ii) any option, warrant or other right to acquire any Equity Interests in such Person, (c) any management fees, salaries or other fees or compensation to any Person holding an Equity Interest in a Credit Party or a Subsidiary of a Credit Party (other than reasonableandcustomary(i)paymentsofsalaries,bonusesandothercompensationtoindividuals,

(ii) directors fees, and (iii) advances and reimbursements to employees or directors, all in the Ordinary CourseofBusiness),anAffiliateofaCreditPartyoranAffiliateofanySubsidiaryofaCreditParty,

(d) any lease or rental payments to an Affiliate or Subsidiary of 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 an Affiliate of any Credit Party unless permitted under and made pursuant to a Subordination Agreement applicable to such loans or other indebtedness.

“Dollars”or“$”meansthelawful currencyoftheUnitedStates of America.



10

“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 entityestablishedinanEEAMember Countrywhichisaparent of aninstitutiondescribedinclause(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 Account”means, subject to the criteria below, an account receivable of a Borrower, whichwasgeneratedintheOrdinaryCourseofBusinessandoriginallyinthenameofaBorrowerand not acquiredviaassignmentorotherwise,andwhichAgent,initsPermittedDiscretion,deemstobean

Eligible Account.Thenetamount of anEligibleAccount at any time shall be (a)theface amount of such Eligible Account as originally billed minus all cash collections and other proceeds of such Account received from or on behalf of the Account Debtor thereunder as of such date and any and all returns, rebates, discounts (which may, at Agent’s option, be calculated on shortest terms), credits, allowances or excisetaxesof anynatureat any timeissued,owing,claimedbyAccount Debtors,granted,outstandingor payable in connection with such Accounts at such time, and (b) adjusted by applying percentages (known as “liquidity factors”) by payor and/or payor class based upon the applicable Borrower’s actual recent collection history for each such payor and/or payor class in a manner consistent with Agent’sunderwriting practices and procedures.Such liquidity factors may be adjusted by Agent from time totime as warranted by Agent’s underwriting practices and procedures and using Agent’s Permitted Discretion.Without limiting the generality of the foregoing, no Account shall be an Eligible Account if:

(a)the Account remains unpaid more than ninety (90) days past the due date (butin no event more than one hundred fifty (150) days after the applicable goods or services have been rendered or delivered);

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

(c)if the Account arises from the sale of goods, any part of any goods the sale of which has givenrise tothe Account has beenreturned,rejected,lost, or damaged(but onlytothe extent that such goods have been so returned, rejected, lost or damaged);

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



11

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

(f)the Account is subject to a Lien (other than Liens in favor of Agent orPermitted Liens that do not have priority over the Liens of Agent or that arise solely by operation of law), or Agent does not have a first priority, perfected Lien on such Account;

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

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

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

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

(k)the total unpaid Accounts of the Account Debtor obligated on the Account (otherthan [*]) exceed[*]([*]%)ofthe netamountofall Eligible Accounts owing from all Account Debtors (but only the amount of the Accounts of such Account Debtor exceeding such [*] ([*]%) limitation shall be considered ineligible);

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

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

(n)the Account is an obligation of an Account Debtor that is the federal, state or local governmentoranypoliticalsubdivisionthereof,unlessAgenthasagreedtothecontraryinwriting andAgenthasreceivedfromtheAccountDebtortheacknowledgementofAgent’snoticeofassignment of such obligation pursuant to this Agreement and Borrowers have otherwise complied with applicable statutes or ordinances necessary for Agent or Lenders to enforce their rights and collect amounts due in respect of such Account;

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

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

(q)theAccount ispayableinacurrencyotherthanUnitedStatesdollars;



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(r)theAccountDebtorisanindividual;

(s)the Borrower owning such Account has not signed and delivered to Agent notices, to the extent requested by Agent, directing the Account Debtors to make payment to the applicable Lockbox Account;

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

(u)the Account arises out of the sale of any Inventory upon which any otherPerson holds, claims or asserts a Lien (other than Permitted Liens arising solely by operation of law, Liens in favor of Agent or Permitted Liens that do not have priority over the Liens of Agent);

(v)theAccountDebtorisaBlockedPerson;or

(w)the Account or Account Debtor fails to meet such other specifications and requirements which may from time to time be established by Agent in its Permitted Discretion.

“EligibleAssignee”means(a)aLender,(b)anAffiliateofaLender,(c)anApprovedFund,and

(d)any other Person (other than a natural person) approved by Agent; provided, however, that notwithstanding the foregoing, (x) so long as no Event of Default has occurred and is continuing, (i) “Eligible Assignee” shall not include (x) any Credit Party or any of a Credit Party’s Subsidiaries, (y) so long as no Event of Default has occurred and is continuing, (i) any vulture hedge fund (other than any Affiliate of a Lender or an Approved Fund) or (ii) a Person known by Agent to be a Competitor, in each case of (i) and (ii) as reasonably determined by Agent and (z) no proposed assignee intending to assume all or any portion of the Revolving Loan Commitmentshall be an Eligible Assignee unless such proposed assignee either already holds a portion of such Revolving Loan Commitment, or has been approved as an Eligible Assignee by Agent.

“Eligible Foreign Account” means an account receivable of a Credit Party that is an obligationof an Eligible Foreign Account Debtor and is excluded from Eligible Accounts under clause (p) of the definition of “Eligible Account”, but otherwise constitutes an “Eligible Account” and such Account is payable in Dollars.

“Eligible Foreign Account Debtor” means each Account Debtor that has its principal place of business or executive office located outside the United States.

“Eligible Inventory”means Inventoryowned bya Borrower andacquiredanddispensedby such Borrower inthe Ordinary Course of Business that Agent, inits Permitted Discretion, deems to be Eligible Inventory.Without limiting the generality of the foregoing, no Inventory shall be Eligible Inventory if:

(a)such Inventory is not owned by a Borrower free and clear of all Liens andrights of any other Person (including the rights of a purchaser that has made progress payments and the rights of a surety that has issued a bond to assure such Borrower’s performance with respect to that Inventory) except for Permitted Liens arising solely by operation of law, Liens in favor of Agent or Permitted Liens that do not have priority over the Liens of Agent;

(b)suchInventoryisplacedonconsignment orisintransit;

(c)such Inventory is covered by a negotiable document of title, unless such document has been delivered to Agent with all necessary endorsements, free and clear of all Liens except for Permitted Liens arising solely by operation of law and those in favor of Agent or Permitted Liens that do not have priority over the Liens of Agent;



13

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

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

(f)suchInventoryisnotsubject toafirstpriorityLieninfavorof Agent;

(g)such Inventory consists of goods that can be transported or sold only with licenses that are not readily available, obtained or assigned to Agent or of Hazardous Materials in concentrations or amounts that violate applicable Environmental Law;

(h)suchInventoryisnotcoveredbycasualtyinsuranceacceptabletoAgent;

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

(j)such Inventory is located (i) outside of the continental United States or (ii) on premises where the aggregate amount of all Inventory (valued at cost) of Borrowers located thereon is less than $[*];

(k)such Inventory is located on premises with respect to which Agent has not received a landlord, warehouseman, bailee or mortgagee letter acceptable in form and substance to Agent unless Agent has instituted a Rent Reserve in respect of such premises;

(l)such Inventory consists of (A) discontinued items, (B) slow-moving (provided, however, that slow-moving items shall not be deemed ineligible solely by reason of being slow-moving if such items are held within the Borrower's normal operating cycle and are reasonably expected to be sold or otherwise disposed of in the Ordinary Course of Business), (C)excess items held in inventory, or (D) used items held for resale;

(m)suchInventorydoesnotconsistoffinishedgoods;

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

(o)suchInventoryhasanexpirationdatewithinthenextsix(6)months;

(p)suchInventoryisheldforrentalorleasebyoronbehalfofBorrowers;

(q)such Inventory is subject to any licensing, patent, royalty, trademark, trade name or copyright agreement with any third parties, which agreement restricts the ability of Agent or any Lender to sell or otherwise dispose of such Inventory; or

(r)such Inventory fails to meet such other specifications and requirements which may from time to time be established by Agent in its Permitted Discretion.Agent and Borrowers agree that Inventory shall be subject to periodic appraisal by Agent and that valuation of Inventory shall be subject to adjustment pursuant to the results of such appraisal.Notwithstanding the foregoing, the valuation of Inventory shall be subject to any legal limitations on sale and transfer of such Inventory.



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“Environmental Laws” means any present and future federal, state and local laws, statutes, ordinances, rules, regulations, standards, policies and other governmental directives or requirements, as well as common law, pertaining to the environment, natural resources, pollution, health (including any environmental clean-up statutes and all regulations adopted by any local, state, federal or other Governmental Authority, and any statute, ordinance, code, order, decree, law rule or regulation all of which pertain to or impose liability or standards of conduct concerning medical waste or medicalproducts,equipmentorsupplies),safetyorclean-upthat applytoanyCredit PartyandrelatetoHazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. § 5101 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency PlanningandCommunityRight-to-KnowAct(42U.S.C.§11001etseq.),theOccupationalSafetyand

HealthAct(29U.S.C.§651etseq.),theResidentialLead-BasedPaintHazardReductionAct(42U.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 theforegoing and judicial interpretations thereof.

“Equipment”means“equipment”asdefinedinArticle9ofthe UCC.

“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.

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

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

“ErroneousPayment”hasthemeaningspecifiedthereforinSection13.20.

“ErroneousPaymentDeficiencyAssignment”hasthemeaningspecifiedthereforinSection

13.20.

“ErroneousPaymentImpactedLoans”hasthemeaningspecifiedthereforinSection13.20.

“Erroneous Payment Return Deficiency” has the meaning specified therefor in Section 13.20. “EU Bail-InLegislationSchedule” meansthe EUBail-InLegislationSchedulepublishedbythe



15

LoanMarketAssociation(oranysuccessorperson),asineffectfromtimetotime. “Event of Default” has the meaning set forth in Section 10.1.

“Excluded Accounts” means (a) segregated Deposit Accounts into which there is deposited no funds other than those intended solely to cover wages and payroll for employees of a Credit Party for a period of service no longer than two weeks at any time (and related contributions to be made on behalf of such employees to health and benefit plans) plus balances for outstanding checks for wages and payroll from prior periods, (b) segregated Deposit Accounts constituting employee withholding accounts and contain only funds deducted from pay otherwise due to employees for services rendered to be applied toward the tax obligations of such employees, (c) segregated Deposit Accounts constituting trust,fiduciary and escrow accounts in which there is not maintained at any point in time funds on deposit greater than $[*] in the aggregate for all such accounts, and (d) segregated Deposit Accounts or Securities Accounts holding cash or Cash Equivalents described in clauses (o) and (q) of the definition Permitted Liens (and subject to the cap set forth therein); provided that the accounts described in clauses through(d)aboveshallbeusedsolelyforthe purposesdescribedinsuchclauses.

“ExcludedPerfectionAssets”means,collectively:

(a)ExcludedAccounts;

(b)letter of credit rights with a value of less than $[*] in the aggregate (other than to the extent consisting of a supporting obligation or that can be perfected by the filing of a UCC financing statement);

(c)commercial tort claims where the amount of damages claimed by the applicable Credit Party is less than $[*] in the aggregate for all such commercial tort claims;

(d)Electronic Chattel Paper or tangible Chattel Paper, in each case, with a value of less than $[*] in the aggregate (other than to the extent consisting of a supporting obligation or that can be perfected by the filing of a UCC financing statement); and

(e)motor vehicles, aircraft and other assets subject to certificates of title with an aggregate net book value (as reasonably determined by the Borrowers) of less than $[*] (other thanto the extent a security interest thereon can be perfected by the filing of a financing statement under the UCC).

“ExcludedProperty”means,collectively:

(a)any lease, license, contract, permit, letter of credit, purchase money arrangement, instrument or agreement to which any Credit Party is a party or any of its rights or interests thereunder if and to the extent that the grant of such security interest shall constitute a resultin (i) the abandonment, invalidation or unenforceability of any right, title or interest of any CreditParty therein or (ii) result in a breach or termination pursuant to the terms of, or default under, anysuch lease, license, contract, permit, letter of credit, purchase money arrangement, instrument or agreement;

(b)any governmental licenses or state or local franchises, charters and authorizations, to the extent that Agent may not validly possess a security interest in any such license, franchise, charter or authorization under applicable Law;



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(c)any asset which is subject to a purchase money Lien or Capital Lease permitted hereunder to the extent the granting of a security interest in such asset is prohibited pursuant to the terms of the contract governing such purchase money Lien or Capital Lease;

(d)more than [*]% of the voting Equity Interests of any Restricted Foreign Subsidiary directly owned by a Credit Party to the extent that such Restricted Foreign Subsidiary is created or acquired after the Closing Date and a pledge of such Equity Interests would reasonably be expected to result in material adverse Tax consequences to the Credit Parties and their Subsidiaries taken as a whole

(e)property as to which the Agent agrees in writing that the costs, burden, or consequence (includingadverse tax consequences) ofobtaining asecurityinterestor perfection thereof are excessive in relation tothe practical benefit to the Agent and Lenders of the securityto be afforded thereby;

(f)any Excluded Account to the extent the grant of a security interest therein would conflict with any agreement (including an agreement governing a Permitted Lien) otherwise permitted under this Agreement; and

(g)any “intent-to-use” trademarks or service mark applications for which an amendment to allege use or statement of use has not been filed under 15 U.S.C. § 1051 Section 1(c) or Section 1(d), respectively or if filed, has not been deemed in conformance with 15 U.S.C. § 1051(a) or examined and accepted, respectively by the United States Patent and Trademark Office;

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 pursuantto the UCCor any other applicable Law(including Sections9-406, 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 rightstopayment of moneydueor to becomeduepursuantto,andall products and 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 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 the 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 respectto 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 Section 2.8(i) or Section 11.17(c) or (ii) such Lender changes its lending office for funding itsLoan, except in each case to the extent that, pursuant to Section 2.8, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan or Revolving Loan



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Commitments or to such Lender immediately before it changed its lending office; (c) Taxes attributable to Agent’s, such Lender’s or such recipient’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.

“ExistingAgent”hasthemeaningset forthintherecitalshereto.

“ExistingCreditAgreement”hasthemeaningsetforthintherecitalshereto. “Existing Lenders” has the meaning set forth in the recitals hereto.

“ExistingTermLoans”hasthemeaningsetforthintherecitals hereto.

“FATCA” means Sections 1471 through 1474 of the Code as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future U.S. Treasury regulations or official interpretations thereof 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 implementation of such sections of the Code.

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

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

“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 precedingBusiness Day,theFederal Funds Ratefor suchdayshall bethe averageratequotedtoAgent on such day on such transactions as determined by Agent in a commercially reasonable manner.

“Fee Letter” means each agreement between Agent and Borrower relating to fees payable to Agent and/or Lenders in connection with this Agreement.

“Financing Documents” means this Agreement, any Notes, the Security Documents, each Fee Letter, each subordination or intercreditor agreement pursuant to which any Debt and/or any Liens securing such Debt are subordinated to all or any portion of the Obligations 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.

“Floor”meanstherateperannumofinterestequalto[*]([*]%). “Foreign Lender” has the meaning set forth in Section 2.8(c)(i).



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“Forma License Agreement” means that certain License and Transition Services Agreement, dated July 27, 2022, by and between Borrower and Forma Therapeutics, Inc., as in effect on the Closing Date, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof and of this Agreement.

“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, andanypersonalproperty,includingthingsinaction,otherthanaccounts,chattelpaper,commercialtort

claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas or other minerals before extraction, but including paymentintangibles and software.

“Good Manufacturing Practices” means current good manufacturing practices, as set forth in21 C.F.R. Parts 210 and 211.

“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 arisingby 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) enteredinto for the purpose ofassuring in any other manner theobligee 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.

“Guarantor” means each Credit Party (other than a Borrower) that has executed or delivered, or shall inthefutureexecuteordeliver,thisAgreementasaGuarantororanyotherGuaranteeofanyportion of the Obligations.

“Hazardous Materials” means petroleum and petroleum products and compounds containing them, including gasoline, diesel fuel and oil; explosives, flammable materials; radioactive materials; polychlorinated biphenyls and compounds containing them; lead and lead-based paint; asbestos or asbestos-containing materials; underground or above-ground storage tanks, whether empty or containing any substance; any substance the presence of which is prohibited by any Environmental Laws; toxicmold, any substance that requires special handling; and any other material or substance now or in the future defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,”



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“pollutant” or other words of similar import within the meaning of any Environmental Law, including:(a) any “hazardous substance” defined as such in (or for purposes of) CERCLA, or any so-called “superfund” or “superlien” Law, including the judicial interpretation thereof;

any “pollutant or contaminant” as defined in 42 U.S.C.A. § 9601(33); (c) any material now defined as “hazardous waste” pursuant to 40 C.F.R. Part 260; (d) any petroleum or petroleum by-products,including crude oil or any fraction thereof; (e) natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel; (f) any “hazardous chemical” as defined pursuant to 29 C.F.R. Part 1910; (g) any toxic or harmful substances, wastes, materials, pollutants or contaminants (including, without limitation, asbestos, polychlorinated biphenyls, flammable explosives, radioactive materials, infectious substances, materials containinglead-basedpaintorrawmaterialswhichincludehazardousconstituents);and(h)anyother toxicsubstanceorcontaminantthatissubjecttoanyEnvironmentalLawsorotherpastorpresent requirement of any Governmental Authority.

“Hazardous Materials Contamination” means contamination (whether now existing orhereafter occurring) of the improvements, buildings, facilities, personalty, soil, groundwater, air or other elementsonoroftherelevantpropertybyHazardousMaterials,oranyderivativesthereof,oronor ofany other property as a result of Hazardous Materials, or any derivatives thereof, generated on, emanating from or disposed of in connection with the relevant property.

“Healthcare Laws” means all applicable Laws relating to the procurement, development, provision, clinical and non-clinical evaluation or investigation, product approval or clearance, manufacture, production, analysis, distribution, dispensing, importation, exportation, use, handling, quality, reimbursement, sale, labeling, advertising, promotion, or postmarket requirements of any medical device or other product (including, without limitation, any ingredient or component of, or accessory to,the foregoing products) subject to regulation under the FDCA or otherwise by the FDA, and similar state or foreign laws, controlled substance laws, consumer product safety laws, Medicare, Medicaid, TRICARE, and all laws, policies, procedures, requirements and regulations pursuant to which Regulatory Required Permits are issued, in each case, as the same may be amended from time to time.

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

“Instrument”means“instrument”,asdefinedinArticle9oftheUCC.

“Intellectual Property” means all copyright rights, copyright applications, copyrightregistrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, and continuations-in-part of the same, trademarks, trade names, service marks, mask works, rights of use of any name, domain names, or any other similar rights, any applications therefor, whether registered or not, know-how, operating manuals, trade secret rights, clinical and non-clinical data, rights to unpatented inventions and all applications and licenses therefor, used in or necessary for the conduct of business by such Person, and any claims for damage by way ofany past, present, or future infringement of any of the foregoing.

“Interest Period”meansanyperiodcommencingonthefirstdayofacalendarmonthand ending on the last day of such calendar month.

“Inventory”means“inventory”asdefinedinArticle9oftheUCC.



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

“IRS”hasthemeaningsetforthinSection2.8(c)(i).

“JoinderRequirements”hasthemeaningsetforthinSection4.11(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, governmental agreements and governmental restrictions, whether now or hereafter in effect, which are applicable to any Credit Party in any particular circumstance.“Laws” includes, without limitation, Healthcare Laws, Environmental Laws and applicable U.S. and non-U.S. export control laws and regulations, including without limitation the Export Administration Regulations.

“Lender” means each of (a) MCF, in its capacity as a lender hereunder, (b) each other Person party hereto in its capacity as a lender hereunder, (c) each other Person that becomes a party hereto as LenderpursuanttoSection11.17,and(d)therespectivesuccessorsofalloftheforegoing,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.For the purposes of this Agreement and the other Financing Documents, any Credit Party or any Subsidiary thereof shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, Capital Lease or other title retention agreement relating to such asset.

“Liquidity”means,asofanydateofdetermination,thesumof(a)CreditPartyUnrestrictedCash as of such date of determination, plus (b) Revolving Loan Availability as of such date of determination.

“Litigation”meansanyaction,suitorproceedingbeforeanycourt,mediator,arbitratoror Governmental Authority.

“LoanAccount”meanstheRevolvingLoanAccount. “Loan(s)” means the Revolving Loans.

“Lockbox”hasthemeaningsetforthinSection 2.11(a).

“Lockbox Account” means a segregated account or segregated accounts maintained at the Lockbox Bank into which collections of Accounts are paid.

“LockboxBank”hasthemeaningset forthinSection 2.11.

“Lockbox Post-Closing Period” means the period beginning on the Closing Date and ending on the earlier of (a) sixty (60) days after the Closing Date (or such later date as Agent may agree in writing) and (b) the date on which Borrowers shall have executed with the Lockbox Bank a Deposit Account Control Agreement with respect to each such Lockbox Account in accordance with the terms of Section 7.4.



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“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 any Financing Document, or the ability of any Credit Party to perform any of its obligations under any Financing Documenttowhichitisaparty,(c)thelegality,validityorenforceabilityofanyFinancingDocument, (d) the existence, perfection or priority of any security interest granted to the Agent or the Lenders in any Financing Document, except solely as a result of any action or inaction of Agent or any Lender (provided that such action or inaction is not caused by a Credit Party’s failure to comply with the terms of the Financing Documents) (e) the value of any material Collateral, or (f) a material impairment of theprospect of repayment of any material portion of the Obligations.

“Material Contracts” means (a) the agreements listed on Schedule 3.17, [*], and (b) any otheragreement orcontractthat Rigel has filed with the SEC as a material agreement, including pursuant to Item 601(b)(10) of Regulation S-K, and(c)eachagreement orcontractto whichsuch Credit Party orits Subsidiariesisa partythetermination of which would reasonably be expected to result in a Material Adverse Effect.

“Material Intangible Assets” means all of (a) Intellectual Property owned by the Credit Parties or their Subsidiaries and(b) license or sublicense agreementsor other agreementswithrespect torights in Intellectual Propertynot owned byaCreditPartyor aSubsidiarythereof,in eachcase,thatarematerialto the condition (financial or otherwise), business or operations of the Credit Parties and their Subsidiaries (taken as a whole).

“MaturityDate”meansMay5,2031.

“MaximumLawfulRate”hasthemeaningset forthinSection 2.7.

“MCF”meansMidCapFinancialTrust,aDelawarestatutorytrust,anditssuccessorsand assigns.

“MinimumBalance”means,atanytime,anamountthatequalstheproductof:(a)theaverage

Borrowing Base (or, if less on any given day, the Revolving Loan Commitment) during the immediately preceding month multiplied by (b) the Minimum Balance Percentage for such month.

“Minimum Balance Fee” means a fee equal to (a) the positive difference, if any, remaining after subtracting (i) the average end-of-day principal balance of Revolving Loans outstanding during the immediately precedingmonth (without giving effectto theclearance day calculationsreferenced above or in Section 2.2(a) from (ii) the Minimum Balance multiplied by (b) the highest interest rate applicable to the Revolving Loans during such month (or, during the existence of an Event of Default, the default rate of interest set forth in Section 10.5(a)).

“MinimumBalancePercentage”means[*]([*]%).



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“Multiemployer Plan” means a multiemployer plan within the meaning of Section 4001(a)(3) of ERISAtowhichanyCreditPartyor any othermemberof the ControlledGroup(or any Personwho inthe last five years was a 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.

“Non-FundingLender”hasthemeaningsetforthinSection11.18. “Notes” has the meaning set forth in Section 2.3.

“NoticeofBorrowing”meansanoticeofaResponsibleOfficerofBorrowerRepresentative, appropriately completed and substantially in the form of Exhibit Dhereto.

“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 allowableinwholeorinpartinsuchcase)orotherwise)ofeachCreditPartyunderthisAgreement orany 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”meanstheU.S.DepartmentofTreasuryOfficeofForeignAssetsControl.

“OFAC Lists” means, collectively, the Specially Designated Nationals and Blocked Persons List maintainedbyOFACpursuanttoExecutiveOrderNo.13224,66Fed.Reg.49079(Sept.25,2001)and/or any other list of terrorists or other restricted Persons maintained pursuant to any of the rules and regulations of OFAC or pursuant to any other applicable Executive Orders.

“Orderly Liquidation Value” means the net amount (after all costs of sale), expressed in terms of money, which Agent, in its Permitted Discretion, estimates can be realized from a sale, as of a specific date, given a reasonable period to find a purchaser(s), with the seller being compelled to sell on an as-is/where-is basis, as reflected in the most recent appraisal delivered hereunder.

“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 Subsidiary, as conducted by such Credit Party or Subsidiary in accordance with past practices and undertaken by such Person 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, articles of incorporation, certificate of limited partnership or articles of organization, and including, without limitation,anycertificatesofdesignationforpreferredstockorotherformsofpreferredequity)and which relatetothe internal governance of such Person (suchas by-laws, a partnership agreement or an operating agreement, joint venture agreement, limited liability company agreement or members agreement), including any and all shareholder agreements or voting agreements relating to the capital stock or other Equity Interests of such Person.

“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 arisingsolely from Agent or such Lender having executed, delivered, become a party to, performed itsobligations 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).



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“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

otherwisewithrespectto,anyFinancingDocument,exceptanysuchtaxesthatareOtherConnection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.8(i)).

“OverdueTradePayables”meansallamountsdueandowingtoanyCreditParty’strade creditors which are outstanding sixty (60) days or more past their due date.

“OverdueTradePayablesReserve”means,asofanydate,anamountequaltotheOverdue Trade Payables as of such date, as determined or otherwise adjusted in the Agent’s Permitted Discretion.

“Participant”hasthemeaningsetforthinSection 11.17.

“ParticipantRegister”hasthemeaningsetforthinSection11.17(a)(iii).

“Payment Account” means the account specified on Schedule 1.1 as the Payment Account, into which all payments by or on behalf of each Borrower to Agent under the Financing Documents shall be made, or such other account as Agent shall from time to time specify by notice to Borrower Representative.

“PaymentRecipient”hasthemeaningsetforthinSection13.20.

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

“Pension Plan”meansanyERISAPlanthatissubjecttoSection412oftheCodeorTitleIVof ERISA.

“PerfectionCertificate”meansthePerfectionCertificatedeliveredtoAgentasoftheClosing

Date, as amended, restated,supplemented or otherwisemodifiedfrom timeto time in accordance withthe terms of this Agreement.

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

“Permitted Acquisition” means any Acquisition by a Credit Party, in each case, to the extentthat each of the following conditions shall have been satisfied:

(a)the Credit parties shall have delivered to Agent and each Lender at least ten (10) Business Days prior written notice (or such shorter period as Agent may determine in its sole discretion) before the execution of any documents (other than a non-binding summary of terms, letter of intent or similar agreement) related to such proposed acquisition, including a reasonablydetaileddescriptionofthetermsandconditionsofsuchacquisition(whichmaybe included in the notice provided);



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(b)as soon as available, but at least five (5) Business Days before the consummation of such Acquisition (or such shorter time as Agent may agree), Credit Parties shall have provided to Agent such information and documents that Agent may reasonably request, including,without limitation, (i) legal due diligence materials then in existence, (ii) applicable financial information, and sources of the funding, related to such Acquisition, and (iii) the respective agreements, documents and instruments pursuant to which such Acquisition is to be consummated, all schedules to such agreements, documents or instruments and all other material ancillary agreements, instruments and documents to be executed or delivered in connection therewith;

(c)Credit Parties shall and shall cause their Subsidiaries (including any new Subsidiary as required by Section 6.8) to execute and deliver the agreements, instruments and other documents required by Section 6.8 or Section 6.12 and as otherwise necessary or desirable to ensure that Agent receives a first priority perfected Lien in all entities and assets acquired in connection with the proposed Acquisition to the extent required by this Agreement;

(d)with respect to any Acquisition involving an in-license to a Credit Party, all such in-licenses or agreements related thereto shall constitute “Collateral” and Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Financing Documents;

(e)there is no Indebtedness or Liens incurred, created or assumed in connection with such acquisition other than Permitted Indebtedness and Permitted Liens;

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

(g)noDefault or Event of Default shall have occurred, becontinuing or would exist immediately after giving effect to such Acquisition;

(h)theAcquisitionwouldnotresultinaChangeinControl;

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

(j)if the Acquisition is an equity purchase, the target and its Subsidiaries must [*]

(k)the sum of all cash and Cash Equivalents paid or payable in connection with all Permitted Acquisitions (including all Indebtedness, liabilities and Contingent Obligations (in each case to the extent otherwise permitted hereunder) incurred or assumed and the maximum amount of any deferred consideration, earn-out or comparable payment obligation in connection therewith,regardlessofwhetherornotreflectedonaconsolidatedbalancesheetofBorrower) shallnotexceed[*]($[*])intheaggregateforanycalendar year; provided that the foregoing shall not prohibit or limit the issuance of common stock of Rigel as consideration in connection with such Acquisition.

“PermittedAssetDispositions”meansthefollowingAssetDispositions:

(l)dispositions of Inventory in the Ordinary Course of Business and not pursuant to any bulk sale;

(m)dispositions of furniture, fixtures and equipment in the Ordinary Course of Business that the applicable Credit Party or Subsidiary determines in good faith is no longer used or useful in the business of such Credit Party and its Subsidiaries and with a fair salable value not to exceed [*] ($[*]) in the aggregate for all such furniture, fixtures and equipment in any calendar year;



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(n)expiration, forfeiture, invalidation, cancellation, abandonment or lapse (including, without limitation, the narrowing of claims) of Intellectual Property (other than Material Intangible Assets)that is,inthereasonablegoodfaithjudgmentof aCredit Party,nolongerusefulinthe conduct of the business of the Credit Parties or any of their Subsidiaries;

(o)PermittedLicenses;

(p)dispositions consisting of the use or payment of cash or Cash Equivalents in the Ordinary Courseof Businessfor equivalent value andinamanner that isnot prohibited bythe termsof this Agreement or the other Financing Documents;

(q)(i) Asset Dispositions from a Credit Party to any other Credit Party, (ii) Asset Dispositions from any Restricted Foreign Subsidiaries to any Credit Party, (iii) Asset Dispositions from any Restricted Foreign Subsidiary to another Restricted Foreign Subsidiary;

(r)sales, forgiveness or discounting, on a non-recourse basis and in the Ordinary Course of Business, of past due Accounts (other than Eligible Accounts or Eligible Foreign Accounts included in the Borrowing Base) in connection with the settlement of delinquent Accounts or in connection with the bankruptcy or reorganization of suppliers or customers in accordance with the applicable terms of this Agreement;

(s)to the extent constituting an Asset Disposition, the granting of Permitted Liens, making of Permitted Investments (subject to the applicable restrictions in such definition), and consummation of transactions expressly permitted by Section 5.6(a);

(t)(i) any termination of any lease, sublease, license or sub-license (other than any licenses constituting Material Contracts or Material Intangible Assets) in the Ordinary Course of Business (and any related Asset Disposition of improvements made to leased real property resulting therefrom), (ii) any expiration of any option agreement in respect of real or personal property, and (iii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including in tort) in the Ordinary Courseof Business;

(u)leases or subleases of interests in real property entered into in the Ordinary Course of Business or no longer used or useful in the conduct of the business of the applicable Credit Party and its Subsidiaries;

(v)dispositions of tangible personal property (other than assets of the type upon which any Borrowing Base is calculated) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds (determined on an after-tax basis) of such disposition are applied to the purchase price of such replacement propertywithin180days;providedthattheaggregatefairmarketvalueofthetangible personal property disposed of pursuant to this clause (k) does not exceed $[*] in any fiscal year;

(w)dispositionsresultingfromcasualtyevents;and

(x)dispositions of tangible personal property (and not, for the avoidance of doubt, any Intellectual Property or other General Intangibles) so long as (i) the assets subject to such Asset Dispositions are sold for fair value, as determined by the Borrowers in good faith, (ii)at least [*]% of the consideration therefor is cash or Cash Equivalents, (iii) the aggregate amountofsuchAssetDispositionsinanytwelve(12)monthperioddoesnotexceed

$[*], and (iv) no Event of Default has occurred and is continuing or would result from the making of such disposition.



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“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’ titleto, andits 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.

“PermittedContingentObligations”means

(a)ContingentObligationsarisinginrespectoftheDebtundertheFinancingDocuments;

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

(c)Contingent Obligations outstanding on the Closing Date and set forth on Schedule 5.1(but not including any refinancings, extensions, increases or amendments to such Debt other than a Permitted Refinancing);

(d)Contingent Obligations incurred in the Ordinary Course of Business with respect tosurety and appeal bonds, performance bonds and other similar obligations not to exceed [*] ($[*]) in the aggregate at any time outstanding;

(e)Contingent Obligations arising under indemnity agreements with title insurers to cause such title insurers to issue to Agent mortgagee title insurance policies;

(f)Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions of personal property assets permitted under Section 5.6 or in connection with any other commercial agreement entered into bya Credit Party or a Subsidiary thereof in the Ordinary Course of Business;

(g)so long as there exists no Event of Default both immediately before and immediatelyaftergivingeffecttoanysuchtransaction,ContingentObligationsexistingorarising under any Swap Contract, provided, however, that such obligations are (or were) entered into by a Credit Party or a Subsidiary in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation;

(h)Contingent Obligations existing or arising in connection with any security deposit orletter of credit obtained for the sole purpose of securing a lease of real property, or in connection with ancillary bank services such as a corporate credit card facility, provided that the aggregate face amount of all such security deposits, letters of credit not at any time exceed [*] ($[*]); provided further that the aggregate amount of all such ancillary bank services does not at any time exceed [*] ($[*]);

(i)[reserved];



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(j)Contingent Obligations arising under guarantees by a Credit Party or Subsidiary of Debt or other obligations, which Debt or other obligations are otherwise permitted hereunder; provided, however, that if such obligation is subordinated to the Obligations, such guarantee shall be subordinated to the same extent;

(k)unsecured Contingent Obligations arising with respect to customary indemnification obligations, adjustments of purchase price, non-competes, or similar obligations of any Credit Party, to the extent such Contingent Obligations arise in connection with a Permitted Acquisition and do not cause the Borrowers or their Subsidiaries to exceed the cap on acquisition consideration set forth in clause (k) of the definition of Permitted Acquisition;

(l)unsecured earn-out obligations and other similar contingent purchase price obligations constituting Acquisition Consideration and incurred in connection with a Permitted Acquisition (and not including any seller notes or other non-contingent Debt unless otherwise constituting Permitted Debt), in an amount not to exceed the cap set forth in clause (k) of the definition of Permitted Acquisitions after taking into account all other acquisition consideration paid or payable by Borrowers during the term of this Agreement; provided that no payment shall be made in respect of such obligations if an Event of Default has occurred and is continuing or would result from such payment; and

(m)other Contingent Obligations not permitted by clauses (a) through (j) above, not toexceed [*] ($[*]) in the aggregate at any time outstanding.

“PermittedDebt”means:

(a)Credit Parties Debt to Agent and each Lender under this Agreement and the other Financing Documents;

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

(c)purchase money Debt and Capital Leases not to exceed $[*] in the aggregate principalamountatanytime(whetherintheformofaloanoralease)usedsolelyto acquireEquipmentandothercapitalandfixedassets(otherthanrealproperty)used inthe Ordinary Course of Business and secured only by such Equipment and other capital and fixed assets and any Permitted Refinancing thereof;

(d)Debt existing on the date of this Agreement and described on Schedule 5.1(but not including any refinancings, extensions, increases or amendments to such Debt other than any Permitted Refinancing thereof);

(e)so long as there exists no Event of Default both immediately before and immediatelyafter giving effect to any such transaction, Debt existing or arising under any Swap Contract,provided,however,thatsuchobligationsare(orwere)enteredintobyBorrower or a Subsidiary in the Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation;

(f)Debt owed to any Person providing property, casualty, liability, or other insurance to the Credit Parties, including to finance insurance premiums, so long as the amount of such Debt is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the



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cost of, such insurance for the policy year in which such Debt is incurred and such Debt is outstanding only during such policy year;

(g)Debt consisting of unsecured intercompany loans and advances incurred by (1) anyCreditPartyowingtoanyotherCreditParty,(2)anyCreditPartyowingtoanyRestricted Foreign Subsidiary, (3) any Restricted Foreign Subsidiary owing to any other Restricted ForeignSubsidiary,or(4)anyRestrictedForeignSubsidiaryowingtoanyCreditPartyso long as such Debt constitutes a Permitted Investment of the applicable Credit Party pursuant to clause (i) of the definition of Permitted Investments and, in each case; provided that any such Debt owed by a Credit Party shall, at the request of Agent, be subordinated to the payment in full of the Obligations pursuant to documentation in form and substance reasonably satisfactory to Agent;

(h)SubordinatedDebt;

(i)to the extent also constituting Debt (without duplication), Permitted Contingent Obligations;

(j)Indebtedness in respect of netting services, overdraft protections, payment processing, automatic clearing-house arrangements, arrangements in respect of pooled deposit or sweep accounts, check endorsement guarantees, and otherwise in connection with the deposit accounts or cash management services, in each case so long as such Indebtedness is incurred in the Ordinary Course of Business and is unsecured;

(k)Debt (other than Debt for borrowed money) in an aggregate principal amount not to exceed $[*] outstanding at any time assumed or otherwise acquired in connection with a Permitted Acquisition (provided such Debt was not incurred in contemplation of the Permitted Acquisition), and any Permitted Refinancing thereof;

(l)Indebtednessinrespectcustomdutiesrelatingtotheimportationorexportationofgoods incurred in the Ordinary Course of Business;

(m)unsecured earn-out obligations and other similar unsecured milestone or contingent obligations incurred in connection with (i) a Permitted Acquisition, in an amount not to exceed the cap set forth in clause (j) of the definition of Permitted Acquisitions after taking into account all other consideration paid or payable by the Credit Parties in connection with Permitted Acquisitions during the term of this Agreement and (ii) the Forma License Agreement; provided that no payment with respect to such obligations shall be made if an Event of Default has occurred and is continuing or would result from the making of such payments; and

(n)other unsecured Debt not to exceed $[*] in the aggregate at any time at any time outstanding.

“PermittedDiscretion”meansadeterminationmadeingoodfaithandintheexerciseofreasonable (from the perspective of a secured asset based lender) business judgment.

“PermittedDistributions”meansthefollowingDistributions:

(a)DistributionsbyanySubsidiaryofa CreditPartytoaCredit Party;

(b)dividends payable solely in Equity Interests (other than Disqualified Equity Interests) so long as such dividends do not result in a Change in Control;



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(c)repurchases of stock of current or former employees, directors or consultants pursuant to stock purchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to such repurchase, provided, however, that such repurchase does not exceed [*] ($[*]) in the aggregate per fiscal year;

(d)distributions of Equity Interests (other than Disqualified Equity Interests) upon the conversion or exchange of Equity Interests (including options and warrants) or Subordinated Debt;

(e)de minimis cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for capital stock, or in connection with dividends, share splits, reverse share splits (or any combination thereof) and other Investments permitted hereunder;

(f)issuance of other non-cash equity compensation (and acceleration of vesting thereof), including retention bonuses, to its officers, directors and other employees to the extentnot constituting Disqualified Stock and issued in the Ordinary Course of Business;

(g)income taxes paid on behalf of employee equity award recipients in the Ordinary Course of Business in an aggregate amount not to exceed [*] ($[*]) per fiscal year;

(h)repurchases of stock deemed to occur upon exercise of stock options or warrants if such stock represents a portion of the exercise price of such options or warrants and repurchases of stock deemed to occur upon the withholding of a portion of the stock granted or awarded; provided that no cash or Cash Equivalents shall be paid by anyCredit Party in connection with such repurchase expect to the extent otherwise constituting a Permitted Distribution;

(i)the distribution of rights pursuant to a stockholder rights plan but not, for the avoidanceof doubt, any distributions in respect of the exercise of such rights or the redemption thereof; and

(j)if no Event of Default has occurred and is continuing, other stock repurchases in the Ordinary Course of Business consented to in advance by Agent in writing (such consent not to be unreasonably withheld).

“PermittedInvestments”means:

(a)InvestmentsshownonSchedule5.7andexistingontheClosingDate;

(b)to the extent constituting an Investment, the holding by a Person of cash and Cash Equivalents owned by such Person;

(c)Investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the Ordinary Course of Business;

(d)Investments consisting of (i) travel advances and employee relocation loans and other employee loans and advances in the Ordinary Course of Business, and (ii) loans to employees, officers or directors relating to the purchase of equity securities of Borrowers or their Subsidiaries (other than Restricted Foreign Subsidiaries) pursuant to employee stock purchase plans or agreements approved by Borrowers’ Board of Directors (or other governing body) in the Ordinary Course of Business, but the aggregate of all such loans and advances outstanding pursuant to this clause (d) may not exceed $[*] in any fiscal year;



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(e)Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the Ordinary Course of Business;

(f)Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers who are not Affiliates, in the Ordinary Course of Business, provided, however, that this clause (f) shall not apply to Investments of any Credit Party in any Subsidiary;

(g)Investments consisting of Deposit Accounts or Securities Accounts in which Agent has received a Deposit Account Control Agreement or Securities Account Control Agreement, except in the case of Excluded Accounts;

(h)Investments by (1) any Credit Party in any other Credit Party, (2) any Restricted Foreign Subsidiary in any other Restricted Foreign Subsidiary; and (3) any Restricted Foreign Subsidiary in any Borrower or Guarantor; provided that all obligations of the Credit Parties in connection with any Investment by a Restricted Foreign Subsidiary in any Credit Party (other than in the form of Equity Interests not constituting Disqualified Equity Interests) shall be subordinated to the Obligations pursuant to a Subordination Agreement;

(i)so long as no Event of Default exists at the time of such Investment or after giving effect to such Investment, Investments of cash and Cash Equivalents by Credit Parties in a Restricted Foreign Subsidiary but solely to the extent that (x) the aggregate amount of such Investments (including payments in respect of intercompany Debt or in connection with intercompany transfer pricing and cost-plus pricing arrangements) made withrespect to all Restricted Foreign Subsidiaries does not, at any time, exceed $[*] in any twelve (12) month period, and (y) with respect to any individual Restricted Foreign Subsidiary, the amount of such Investments in such Restricted Foreign Subsidiary at any time outstanding does not exceed the amount necessary to fund the current operating expenses of such Restricted Foreign Subsidiary for the applicable fiscal year (taking into account their revenue from other sources); provided that in no event shall any Investment be made pursuant to this clause (i) unless Credit Parties are in compliance with Section 5.19(a) before and after giving effect to such Investment;

(j)any Investments in liquid assets permitted by Borrower’s investment policy, as amended from time to time, provided that such investment policy (and any such amendment thereto) has been approved in writing by Agent (provided that, under no circumstances shall Borrower be permitted to invest in or hold Margin Stock);

(k)PermittedAcquisitions;

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

(m)Investments in prepaid expenses, utility and workers’ compensation, performance and other similar deposits, each as entered into in the Ordinary Course of Business; and

(n)so long as no Event of Default exists at the time of such Investment or after giving effect to such Investment, Investment of cash and cash equivalents in joint venture or strategic alliances; provided that the aggregate amount of such Investments do not exceed [*] ($[*]) per fiscal year;

(o)Investments acquired as a result of a Permitted Acquisition to the extent that such Investments were not made in contemplation of or in connection with such Permitted Acquisition and were in existence prior to the date of such Permitted Acquisition, in an



31

aggregate amount not to exceed $[*] at any time outstanding (or such higher threshold as consented to by Agent in writing);

(p)InvestmentinanyPersontotheextentsuchInvestmentrepresentsthenon-cashportionof the consideration received for a Permitted Asset Disposition;

(q)Investments under any Swap Contract entered into by a Credit Party or a Subsidiary inthe Ordinary Course of Business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person and not for purposes of speculation; and

(r)so long as no Event of Default exists at the time of such Investment or after giving effect to such Investment, other Investments of cash and Cash Equivalents in an amount not exceeding [*] ($[*]) in the aggregate per fiscal year.

“PermittedLicense”means

(a)any non-exclusive license of Intellectual Property rights of Borrower or its Subsidiariesso long as all such Permitted Licenses (i) are granted to third parties in the Ordinary CourseofBusiness,(ii)donotresultinalegaltransferoftitletothelicensedproperty,

(iii) have been granted in exchange for fair consideration as determined by the Borrower in its reasonable business judgment and on commercially reasonable arms’ length terms, and (iv) no Event of Default is existing at the time such license is granted or would result from the granting thereof;

(b)any exclusive or co-exclusive license of Intellectual Property rights of Borrower or its Subsidiaries so long as such Permitted License (i) has been granted to third parties in the Ordinary Course of Business, (ii) does not result in a legal transfer of title to the licensed property, (iii) has been granted in exchange for fair consideration as determined by the Borrower in its reasonable business judgment and on commercially reasonable arms’ length terms, (iv) is exclusive or co-exclusive (as applicable) solely as to discrete geographical areas outside of the United States and is not exclusive or co-exclusive inany other respect, and (v) no Event of Default is existing at the time such license is granted or would result from the granting thereof;

(c)except inall cases withrespectto any commercial stage Productand IntellectualProperty related thereto (as to which no exclusive licenses shall be permitted pursuant to thisclause (c)), any exclusive or co-exclusive license of other Intellectual Property rights of Borrower or its Subsidiaries so long as such Permitted License (i) is granted to third parties in the Ordinary Course of Business pursuant to standard partnership agreements (and amendments thereto) related to Borrower’s on-going [*]that are in effect as of the Closing Date, (ii) does not result in a legal transfer of title tothe licensed property, (iii) has been granted in exchange for fair consideration as determined by the Bor-rower in its reasonable business judgment and on commercially reasonable arms’ length terms, and (iv) no Event of Default is existing at the time such license is granted or would result from the granting thereof; and

(d)except inall cases withrespectto any commercial stage Productand IntellectualProperty related thereto (as to which no exclusive licenses shall be permitted pursuant to thisclause (d)), any exclusive license of other Intellectual Property rights of Borrower or its Subsidiaries



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so long as such Permitted License (i) is granted to third parties in the Ordinary Course of Business pursuant to standard partnership agreements (and/or amendments thereto) related to Borrower’s programs that either are partnered on the Closing Date or have previously been partnered prior to the Closing Date, including programs related to [*], (ii) does not result in a legal transfer of title to the licensed property, (iii) has been granted in exchange for fair consideration as determined by the Borrower in its reasonable business judgment and on commercially reasonable arms’ length terms, and (iv) no Event of Default is existing at the time such license (including any amendment thereto) is granted or would result from the granting thereof.

“PermittedLiens”means:

(a)deposits or pledges of cash arising in the Ordinary Course of Business to secure obligations under workmen’s compensation, social security or similar laws, or under unemployment insurance (but excluding Liens arising under ERISA or, with respect to any Pension Plan or Multiemployer Plan, the Code) pertaining to a Credit Party’s or its Subsidiary’s employees, if any;

(b)deposits or pledges of cash and Cash Equivalents in the Ordinary Course of Business to secure, without duplication, (i) leases and other obligations of like nature arising in the Ordinary Course of Business and (ii) Permitted Contingent Obligations described in clause (h) of the definition thereof;

(c)carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising by operation of law in the ordinary course of business that are not overdue for a period of morethan 30days or which are beingcontested pursuanttoa PermittedContest (provided that nothing in this clause (c) shall be deemed to be consent or permissiongiven by Agent or Lenders to the transfer of inventory or other property to any carrier, warehousemen, mechanic, materialmen, repairment or other like Person as security forthe payment of the obligations due to such a Person or to any such Person’s Lien taking priority over the Liens granted to Agent hereunder);

(d)Liens for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or the subject of a Permitted Contest;

(e)attachments, stay or appeal bonds, judgments and other similar Liens on Collateral for sums not exceeding $[*] in the aggregate and arising in connection with court proceedings that do not constitute an Event of Default; provided, however, that the execution or other enforcement of such Liens is effectively stayed and the claims secured thereby are the subject of a Permitted Contest;

(f)Liens with respect to real estate, easements, rights of way, restrictions, minor defects or irregularities of title, none of which, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Security Documents, materially affect the value or marketability of the Collateral, impair the use or operationof the Collateral for the use currently being made thereof or impair Credit Parties’ ability to pay the Obligations in a timely manner or impair the use of the Collateral or the ordinary conduct of the business of any Credit Party or any Subsidiary and which, in the case of any real estate that is part of the Collateral, are set forth as exceptions to or subordinatemattersinthetitleinsurancepolicyacceptedbyAgentinsuringthelien ofthe Security Documents;

(g)LiensandencumbrancesinfavorofAgentundertheFinancingDocuments;



33

(h)Liens, other than on Collateral that is part of the Borrowing Base, existing on the date hereofandsetforthonSchedule5.2ontheClosingDateandLiensgrantedinaPermitted Refinancing of the obligations or liabilities secured by such Liens;

(i)So long as before and immediately after giving effect to the incurrence of such Liens, no Event of Default has occurred and is continuing, any Lien on any Equipment and the proceeds thereof securing Debt permitted under clause (c) of the definition of Permitted Debt; provided, however, that such Lien attaches concurrently with or within twenty (20) days after the acquisition thereof and Liens incurred in a Permitted Refinancing of such Debt secured by such Liens;

(j)to the extent constituting a Lien and so long as no Event of Default has occurred and is continuing, the granting of a Permitted License;

(k)purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases or consignments of personal property entered into the Ordinary Course of Business;

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

(m)Liens that are rights of set-off, bankers’ liens or similar non-consensual Liens relating to Deposit Accounts or Securities Accounts in favor of banks, other depositary institutions and securities intermediaries solely to secure payment of fees and similar costs and expenses and arising in the Ordinary Course of Business

(n)LeasesorsubleasesofrealpropertygrantedintheOrdinaryCourseof Business;

(o)Liens, deposits and pledges encumbering cash and Cash Equivalents with a value not to exceed [*] ($[*]) in the aggregate at any time, tosecuretheperformanceofbids,tenders,contracts(otherthancontractsforthepaymentof money), public or statutory obligations, surety, indemnity, performance or other similar bonds or other similar obligations arising in the Ordinary Course of Business;

(p)[Reserved];

(q)Liens solely in respect of the Cash Collateral Accounts and amounts deposited therein to the extent securing obligations permitted pursuant to clause (h) of the definition of Permitted Contingent Obligations;

(r)Good faith deposits of cash in connection with any Acquisition constituting a Permitted Investment;

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

(t)Liens securing Subordinated Debt to the extent such Liens are expressly consented to by Agent and subject, at all times, to a Subordination Agreement; and



34

(u)other Liens (other than Liens arising under ERISA or Liens to secure obligations in respect of Debt for borrowed money) which secure obligations permitted under this Agreement not exceeding $[*] in the aggregate at any one time outstanding..

“Permitted Modifications” means (a) such amendments or other modifications to a Borrower’s orSubsidiary’sOrganizationalDocumentsasarerequiredunderthisAgreementorbyapplicableLawand fully disclosed to Agent within thirty (30) days after such amendments or modifications have become effective, and (b) such amendments or modifications to a Borrower’s or Subsidiary’s Organizational Documents (other than those involving a change in the name of a Borrower or Subsidiary or involving a reorganization of a Borrower or Subsidiary under the laws of a different jurisdiction) that would not adverselyaffecttherightsandinterestsofAgentorLendersandfullydisclosedtoAgentwithinthirty

(30)daysaftersuchamendments ormodificationshavebecomeeffective.

“Permitted Refinancing” means Debt constituting a refinancing, extension or renewal of Debt; provided that the refinanced, extended, or renewed Debt (a) has an aggregate outstanding principalamount not greater than the aggregate principal amount of the Debt being refinanced or extended (plusany reasonable and customary interest, fees, premiums and costs and expenses) (b) has a weightedaverage maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of the Debt being refinanced or extended, (c) is not entered into as part of a sale leasebacktransaction, (d) is not secured by a Lien on any assets other than the collateral securing the Debt being refinanced or extended, (e) the obligors of which are the same as the obligors of the Debt beingrefinanced or extended, (f) is otherwise on terms not materially less favorable to Credit Parties and their Subsidiaries, taken as a whole, than those of the Debt being refinanced or extended, and (g) no Event of Default has occurred and iscontinuing at the time suchrefinancing, extension or renewaloccurs or would result therefrom.

“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 alegal entity, and any Governmental Authority.

“Pledge Agreement” means that certain Amended and Restated Pledge Agreement, dated as of the date hereof, executed by certain Credit Parties in favor of Agent, for the benefit of Lenders, covering all the Equity Interests respectively owned by the Credit Parties, as amended, restated, or otherwise modified from time to time.

“PrepaymentFee”hasthemeaningsetforthinSection2.2(i).

“Pro Rata Share” means (a) with respect to a Lender’s obligation to make Revolving Loans,such Lender’s right to receive the unused line fee described in Section 2.2(b), the Revolving Loan Commitment Percentage of such Lender, (b) with respect to a Lender’s right to receive payments of principal and interest with respect to Revolving Loans, such Lender’s Revolving Loan Exposure with respect thereto; and (c) for all other purposes (including, without limitation, the indemnification obligationsarisingunderSection11.6)withrespecttoanyLender,thepercentageobtainedbydividing

(i) the sum of the Revolving Loan Commitment Amount of such Lender (or, in the event the Revolving Loan Commitment shall have been terminated, such Lender’s then existing Revolving Loan Outstandings), by (ii) the sum of the Revolving Loan Commitment (or, in the event the Revolving Loan Commitment shall have been terminated, the then existing Revolving Loan Outstandings) of all Lenders.

“Proceeding” means any suit, formal charge, complaint, action or hearing, whether judicial or administrative, before any Governmental Authority or arbitrator.



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“Proceeds”means“proceeds”(asdefinedin Article9oftheUCC).

“Products” means, from time to time, any products currently manufactured, sold, developed, tested or marketed by any Credit Party or any of its Subsidiaries, including without limitation, those products set forth on Schedule 4.17(as updated from time to time in accordance with Section 4.15); provided, that, for the avoidance of doubt, any new Product not disclosed on Schedule 4.17shall still constitute a “Product” as herein defined.

“Protective Advance”means all sums expended by Agent in accordance with the provisions of Section 10.4 to (a) protect the priority, validity and enforceability of any lien on, and security interests in, anyCollateralandtheinstrumentsevidencingandsecuringtheObligations,(b)preventthevalueofany Collateralfrombeingdiminished,or(c)protectanyoftheCollateralfrombeingmateriallydamaged, impaired, mismanaged or taken.

“Reaffirmation Agreement” means that certain Reaffirmation Agreement and Closing Date Fee Letter, among Agent, the subagent, the Credit Parties, dated as of the Closing Date.

“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.

“ReferenceTime”means approximatelyatimesubstantiallyconsistentwithmarketpracticetwo

(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 SOFRas publishedin respect ofthefirstpreceding SOFRBusinessDayfor 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”hasthemeaningsetforthinSection11.17(a)(iii).

“Registered Intellectual Property” means any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing.

“RegulatoryReportingEvent”hasthemeaningset forthinSection 4.17.

“Regulatory Required Permit” means any and all licenses, approvals and permits issued by the FDA, or any other applicable Governmental Authority, necessary for (a) 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 or foreign governments for the conduct of any Credit Party’s or any Subsidiary’s business or (b) the operation by any applicable Credit Party or its subsidiaries of any manufacturing facility or other similar operation.

“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.

“Rent Reserve” means a reserve established by Agent in respect of each location at which Inventory of a Credit Party is located that is not subject to a satisfactory landlord waiver or bailee letter(in an initial



36

amount, as of the Closing Date, equal to the sum (as determined by Agent in its Permitted Discretion) of three (3) months’ rent, charges or fees), as applicable, as adjusted from time to time by Agent in its Permitted Discretion.

“ReplacementLender”hasthemeaningsetforthinSection 11.17(c).

“Required Lenders”means at any time Lenders holding (a) of more than [*] ([*]%) the sum oftheRevolvingLoanCommitmentsor(b)iftheRevolvingLoanCommitmentshasbeenreducedto zero, more than [*] ([*]%) of the sum of the then aggregate outstanding principal balance of the Revolving Loans.

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

“Responsible Officer” means [*] or any other officer of the applicable Credit Party acceptable to Agent.

“Restricted Foreign Subsidiary” means [*].

“Revolving Lender” means each Lender having a Revolving Loan Commitment Amount in excess of [*] ($[*]) (or, in the event the Revolving Loan Commitment shall have been terminated at any time, each Lender at such time having Revolving Loan Outstandings in excess of [*] ($[*])).

“RevolvingLoanAccount”hasthemeaning setforthinSection2.6(b).

“Revolving Loan Availability” means, at any time, the Revolving Loan Limit minus the Revolving Loan Outstandings.

“Revolving Loan Commitment” means, as of any date of determination, the aggregate Revolving Loan Commitment Amounts of all Lenders as of such date.

“Revolving Loan Commitment Amount” means, as to any Lender, the dollar amount set forth opposite such Lender’s name on the Commitment Annex under the column “Revolving Loan Commitment Amount” (if such Lender’s name is not so set forth thereon, then the dollar amount on the Commitment Annex for theRevolving Loan Commitment Amountforsuch Lender shall be deemedto be Zero Dollars ($0)), as such amount may be adjusted from time to time by (a) any amounts assigned (with respect to such Lender’s portion of Revolving Loans outstanding and its commitment to make Revolving Loans) pursuant to the terms of any and all effective Assignment Agreements to which such Lender is a party and (b) any Additional Tranche(s) activated by Borrowers.For the avoidance of doubt, the aggregateRevolvingLoanCommitmentAmountofallLendersontheClosingDateshallbe $40,000,000.00 and if the Additional Tranche is fully activated by Borrowers pursuant to the terms of the Agreement such amount shall increase to $60,000,000.00.

“Revolving Loan Commitment Percentage” means, as to any Lender, (a) on the Closing Date, the percentage set forth opposite such Lender’s name on the Commitment Annex under the column “Revolving Loan Commitment Percentage” (if such Lender’s name is not so set forth thereon, then, onthe Closing Date, such percentage for such Lender shall be deemed to be zero), and (b) on any date following the Closing Date, the percentage equal to the Revolving Loan Commitment Amount of such Lender on such date divided by the Revolving Loan Commitment on such date.

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



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“Revolving Loan Limit” means, at any time, the lesser of (a) the Revolving Loan Commitment and (b) the Borrowing Base.

“Revolving Loan Outstandings” means, at any time of calculation, without duplication (a)the then existing aggregate outstanding principal amount of Revolving Loans, and (b) when used with reference to any single Lender, the then existing outstanding principal amount of Revolving Loans advanced by such Lender.

“Revolving Loans” has the meaning set forth in Section 2.1(b). “Rigel”has themeaningset forthinthepreambletothisAgreement.

“Sanctioned Country” means any country or territory that is itself subject to comprehensive 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.

“SEC”meanstheUnitedStatesSecuritiesandExchangeCommission.

“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 satisfactorytoAgent,amongAgent,anyapplicable CreditPartyandeachsecuritiesintermediaryin which such Credit Party maintains a Securities Account pursuant to which Agent shall obtain “control” (as defined in Article 9 of the UCC) over such Securities Account.

“Security Document” means this Agreement, the Pledge Agreement, the Reaffirmation Agreement and each 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.

“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 https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html, 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(o), such Benchmark Replacement for such day. Notwithstanding the foregoing,the SOFR Interest Rate shall not at any time be less than the Floor.



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“SOFRLoan”meansaLoanthatbears interestataratebasedonTerm 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 debts and liabilities (including subordinatedandContingent Obligations),and(ii) greater thanthe amount that will berequiredtopaythe 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.

“StatedRate”hasthemeaningsetforthinSection2.7.

“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 inaccordancewiththetermsthereof,pursuant towhichtheDebt owingfromanyCredit 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 SubordinationAgreementstohave beenagreedtobyandbeacceptabletoAgent inthe exerciseof itssole discretion.

“Subsidiary” means, with respect to any Person, (a) any corporation (or any foreign equivalent thereof) of which an aggregate of fifty percent (50%) or more 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 byproxy,agreement, operationoflawor otherwise,and(b) any partnership or limited liability company (or any foreign equivalent thereof) in which such Person and/or one or more Subsidiaries of such Personshall have aninterest (whetherintheform of votingor participationin 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 any “swap agreement”, as defined in Section 101 of the Bankruptcy Code, that is obtained by a Credit Party 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”.

[*]



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“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 SOFR” means the greater of (x) 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 and (y) the Floor. Unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 2.2(o), 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 Borrowers in accordance with Section 2.12.

“TestingDate”meansthelastcalendardayofeachcalendarmonth.

“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 from 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) 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.

“UnitedStates”meanstheUnitedStatesofAmerica.

“U.S.TaxComplianceCertificate”hasthemeaningsetforthinSection2.8(c)(i). “Withholding Agent” means any Borrower or Agent, as applicable.

“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 aredescribedintheEUBail-InLegislation Schedule,and(b) withrespecttothe UnitedKingdom, any powers of the applicable Resolution Authorityunder the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institutionor 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



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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.

Section1.2Accounting Terms and Determinations.Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder (including, without limitation, determinations made pursuant to the exhibits hereto) shall be made, and all financial statements required to be delivered hereunder shall be prepared on a consolidated basis in accordancewith GAAP applied on a basis consistent with the most recent audited consolidated financial statementsof each Credit Party and its Consolidated Subsidiaries delivered to Agent and each of the Lenders on or prior to the Closing Date.If at any time any change in GAAP would affect the computation of any financial ratio or financial requirement set forth in any Financing Document, and either Borrowers or the Required Lenders shall so request, Agent, the Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject totheapprovalof the RequiredLenders);provided,however,that until soamended,(a)suchratio orrequirementshallcontinuetobecomputedinaccordancewithGAAPpriortosuchchangethereinand (b) Borrowers shall provide to Agent and the Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) a capital lease obligation underGAAPasineffectpriortogivingeffecttoFASBAccountingStandardsUpdateNo.2016-02, Leases, shall not be treated as a capital lease obligation solely as a result of the adoption of changes in GAAP, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to value any Debt or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value”, as defined therein.

Section1.3Other Definitional and Interpretive Provisions. References in this Agreement to “Articles”, “Sections”, “Annexes”, “Exhibits”, or “Schedules” shall be to Articles, Sections, Annexes, Exhibits or Schedules of or to this Agreement unless otherwise specifically provided.Any term defined herein may be usedin the singular or plural.“Include”, “includes” and “including” shall be deemed to be followed by “without limitation”.Except as otherwise specified or limited herein, references to any Person include the successors and assigns of such Person.References “from” or “through” any date mean, unless otherwise specified, “from and including” or “through and including”, respectively. References to any statute or act shall include all related current regulations and all amendments and any successor statutes, acts and regulations.All amounts used for purposes of financial calculations required to be made herein shall be without duplication.References to any statute or act, without additional reference, shall be deemed to refer to federal statutes and acts of the United States.References to any agreement, instrument or document shall include all schedules, exhibits, annexes and other attachments thereto.References to capitalized terms that are not defined herein, but are defined in the UCC, shallhave the meanings given them in the UCC.All references herein to times of day shall be references to daylight or standard time, as applicable.All references herein to a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or analogous term, will be construed to mean also a divisionof or by a limited liability company, as if it were a merger, transfer, consolidation, amalgamation, assignment, sale or transfer, or similar term, as applicable.Any series of limited liability company shall be considered a separate Person.

Section1.4Settlement and Funding Mechanics.Unless otherwise specified herein, the settlement of all payments and fundings hereunder between or among the parties hereto shall be made in lawful money of the United States and in immediately available funds.



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Section1.5Timeis oftheEssence.Timeis ofthe essence in Borrower’s and eachother Credit Party’s performance under this Agreement and all other Financing Documents.

Section1.6TimeofDay.Unlessotherwisespecified, allreferenceshereinto timesofday shall be references to Eastern time (daylight savings or standard, as applicable).

ARTICLE2- LOANS

Section2.1 Loans.

(a)[Reserved].

(b)RevolvingLoans.

(i)Revolving Loans and Borrowings.On the terms and subject to the conditions setforth herein,each Lender severally agrees tomake loansto Borrowersfrom timeto time as set forth herein (each a “RevolvingLoan”, and collectively, “RevolvingLoans”)equal to such Lender’s Revolving Loan Commitment Percentage of Revolving Loans requested by Borrowers hereunder, provided, however, that after giving effect thereto, the Revolving Loan Outstandings shall not exceed the Revolving Loan Limit.Borrowers shall deliver to Agent a Notice of Borrowing with respect to each proposed borrowing of a Revolving Loan, such Notice of Borrowing to be delivered before 1:00 p.m. (Eastern time) two (2) Business Days prior to the date of such proposed borrowing.Each Borrower and each Revolving Lender hereby authorizes Agent to make Revolving Loans on behalf of Revolving Lenders, at any time in its solediscretion, to pay principal owing in respect of the Revolving Loans and interest, fees, expenses and other charges payable by any Credit Party in respect of the Revolving Loans from time totime arising under this Agreement or any other Financing Document.The Borrowing Base shall be determined by Agent based on the most recent Borrowing Base Certificate delivered to Agent in accordance with this Agreement (absent manifest error) and such other information as may be available to Agent.Without limiting any other rights and remedies of Agent hereunder or under the other Financing Documents, the Revolving Loans shall be subject to Agent’s continuing right to withhold reserves from the Borrowing Base or Revolving Loan Limit, and to increase and decrease such reserves from time to time, if and to the extent that in Agent’s PermittedDiscretion, such reserves are necessary; provided that absent the occurrence and continuance ofan Event of Default, Agent shall provide Borrower Representative with two (2) Business Days’ prior writtennotice of theinstitution of anew reserveor increase of existing reserves byAgent (it being understood that, upon such notice, the Borrowers will not be permitted to borrow so as to exceed the Borrowing Base after giving effect to such new or modified reserves).For the avoidanceofdoubt,theaggregateoutstandingprincipalamountofExistingTermLoansshallbe $0 after giving effect to the Closing Date Repayment and the use of proceeds of the Revolving Loans on the Closing Date.

(ii)MandatoryRevolvingLoanRepaymentsandPrepayments.

(A)The Revolving Loan Commitment shall terminate on the Termination Date.On such Termination Date, there shall become due, and Borrowers shall pay, the entire outstanding principal amount of each Revolving Loan, together with accrued and unpaid Obligations pertaining thereto incurred to, but excluding the Termination Date; provided, however, that such payment is made not later than 12:00 Noon (Eastern time) on the Termination Date.



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(B)If at any time the Revolving Loan Outstandings exceed the Revolving LoanLimit,then, on thenext succeeding Business Day, Borrowersshall repay the Revolving Loans, in an aggregate amount equal to such excess.

(C)Principal payable on account of Revolving Loans shall be payable by Borrowers to Agent (I) during any Cash Dominion Period, immediately upon the receipt by any Borrower or Agent of any payments on or proceeds from any of the Accounts,totheextentofsuchpaymentsorproceeds,asfurtherdescribedinSection 2.11 below, and (II) in full on the Termination Date.

(iii)Optional Prepayments.Borrowers may from time to time prepay the Revolving Loans in whole or in part; provided, however, that any such partial prepayment shallbe in an amount equal to $[*] or a higher integral multiple of $[*] (or, if less, the principal amount of Revolving Loans outstanding).For the avoidance of doubt, nothing in this clause shall permit termination of the Revolving Loan Commitment by Borrower other than in accordance with Section 2.12(b).

(iv)Payments Generally.All payments by or on behalf of each Borrower to Agent under the Financing Documents (other than those described in Section 2.1(a)(iv) above) shall be made to the Payment Account.

(c)Additional Tranches.Afterthe Closing Date,solongas no Default or Eventof Default exists and subject to the terms of this Agreement, with the prior written consent of Agent andall Revolving Lenders in their sole discretion, the Revolving Loan Commitmentmay be increased upon the written request of Borrower Representative (which such request shall state the aggregate amount of the Additional Tranche requested and shall be made at least thirty (30) days prior to the proposed effective date of such Additional Tranche) to Agent to activate an Additional Tranche; provided, however, that Agent and Revolving Lenders shall have no obligation to consent to any requested activation of an Additional Tranche and the written consent of Agent and all Revolving Lenders shallbe required in order to activate an Additional Tranche.Upon activating an Additional Tranche, each Lender’s Revolving Loan Commitment shall increase by a proportionate amount so as to maintain the same Pro Rata Share of the Revolving Loan Commitment as such Lender held immediately prior tosuch activation.In the event Agent and all Revolving Lenders do not consent to the activation of a requested Additional Tranche within thirty (30) days after receiving a written request from Borrower Representative, then the Revolving Loan Commitment shall not be increased.

Section2.2 Interest,InterestCalculationsandCertainFees.

(a)Interest.

(i)From and following the Closing Date, except as expressly set forth inthis Agreement, Loans and the other Obligations shall bear interest at the sum of the SOFR Interest Rate plus the Applicable Margin.Interest on the Loans shall be paid monthly in arrears on the first(1st) day of each monthandonthe maturity ofsuchLoans, whether by acceleration or otherwise.Interest on all other Obligations shall be payable upon demand.

(ii)[Reserved];

(iii)In the event one or more of the following events occurs with respect to Term SOFR: (a) a public statement or publication of information by or on behalf of the SOFR Administrator announcing that the SOFR Administrator has ceased or will cease to provide Term SOFR for a 1-month period, permanently or indefinitely, provided that, at the time of such statement



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or publication, there is no successor administrator that will continue to provide Term SOFRfora1-monthperiod;(b)apublicstatementorpublicationofinformationbytheregulatory supervisor for the SOFR Administrator, the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official or resolution authority with jurisdiction over the SOFR Administrator, or a court or an entity with similar insolvency or resolution authority, which states that the SOFR Administrator has ceased or will cease to provide Term SOFR for a 1-monthperiod permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide Term SOFR for a 1-monthperiod; or (c) a public statement or publication of information by theregulatory supervisor for the SOFR Administrator announcing that Term SOFR for a 1-month period is no longer, or as of a specified future date will no longer be, representative and Agent has provided Borrower Representative with notice of the same, any outstanding affected SOFR Loans will be deemed to have been converted to Base Rate Loan at the end of the applicable Interest Period.

(iv)In connection with Term SOFR, Agent will have the right to make Conforming Changesfromtimetotimeand,notwithstandinganythingtothecontraryherein orin any other Financing Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement orany other Financing Document.Agent will promptly notify Borrower Representative and the Lenders of the effectiveness of any Conforming Changes.

(b)Unused Line Fee. From and following the Closing Date, Borrowers shall pay Agent, for the benefit of all Lenders committed to make Revolving Loans, in accordance with their respective ProRataShares,afeeinanamount equalto(1)ifthe average dailybalanceof thesum of the Revolving Loan Outstandings during the preceding month is greater than or equal to the Minimum Balance: (i) (A) the average daily amount of the Revolving Loan Limit during the preceding month minus (B) the average daily balance of the sum of the Revolving Loan Outstandings during the preceding month, multiplied by (ii) [*] ([*]%) per annum or (2) if the Minimum Balanceis greater thantheaveragedailybalanceof thesum ofthe RevolvingLoanOutstandings during the preceding month: (i) (A) the average daily amount of the Revolving Loan Limit during thepreceding month minus (B) the Minimum Balance, multiplied by (ii) [*] ([*]%)per annum.The unused line fee shall be paid monthly in arrears on the first day of each month andshall be deemed fully earned when due and payable and, once paid, shall be non-refundable.

(c)Fee Letter.In addition tothe otherfeessetforthherein, the Borrowersagreeto pay Agent the fees set forth in the Fee Letter.

(d)Minimum Balance Fee. On the first day of each month, the Borrowers agree to pay to Agent, for the ratable benefit of all Revolving Loan Lenders, the sum of the Minimum Balance Fee due for the prior month.The Minimum Balance Fee shall be deemed fully earned when due and payable and, once paid, shall be non-refundable.

(e)Collateral Management Fee. From and following the Closing Date, Borrowers shall pay Agent, for its own account and not for the benefit of any other Lenders, a fee in an amount equal to the product obtained by multiplying (i) the greater of (A) the average end-of-day principal balance of Revolving Loans outstanding during the immediately preceding month and (B) theMinimum Balance, by (ii) [*] ([*]%) per annum.The collateral management fee shall be payable monthly in arrears on the first day of each calendar month and shall be deemedfully earned when due and payable and, once paid, shall be non-refundable.

(f)Additional Tranche Origination Fee. On the date an Additional Tranche becomes effective (each such date, an “Additional Tranche Effective Date”) in accordance with Section 2.1(c), Borrowers shall pay to Agent, for the benefit of all Lenders committed to make Revolving Loans on such



44

Additional Tranche Effective Date, in accordance with their Pro Rata Shares, anadditionalorigination fee(eachsuchfee,an“AdditionalOriginationFee”)inanamount equalto (i) [*] ([*]%) multiplied by (ii) the amount of such Additional Tranche activatedon such Additional Tranche Effective Date.Each Additional Origination Fee shall be due and payable on the respective Additional Tranche Effective Date, and, once paid, shall be non-refundable.

(g)[Reserved].

(h)Deferred Revolving Loan Origination Fee. If Lenders’ funding obligations in respect of the Revolving Loan Commitment under this Agreement terminate or are permanentlyreduced for any reason (whether by voluntary termination by Borrowers, by reason of the occurrence of an Event of Default or the automatic termination of the Revolving Loan Commitments (including any automatic termination due to the occurrence of an Event of Default described in Section 10.1(f)) or otherwise)priortotheMaturityDate,BorrowersshallpaytoAgentonthedateofsuchreduction,for the benefit of all Lenders committed to make Revolving Loans on the Closing Date, a fee as compensation for the costs of such Lenders being prepared to make funds available to Borrowers under this Agreement, equal to an amount determined by multiplying the amount of the Revolving Loan Commitmentsoterminatedorpermanentlyreduced bythefollowingapplicable percentageamount:(x) [*] ([*]%) for the first year following the Closing Date, (y) [*] ([*]%) for the second year following the Closing Date, and (z) [*] ([*]%) thereafter. All fees payable pursuant to this paragraph shall be deemed fully-earned on of the Closing Date and non-refundableonce paid.

(i)[Reserved].

(j)Audit Fees.Borrowers shall pay to Agent, for its own account and not for the benefit of any other Lenders, all reasonable and documented, out-of-pocket fees and expenses in connection with audits and inspections of Borrowers’ books and records, audits, valuations orappraisals of the Collateral, audits of Borrowers’ compliance with applicable Laws and such other matters as Agent shall deem appropriate, which shall be due and payable on the first Business Day ofthe month following the date of issuance by Agent of a written request for payment thereof to Borrowers, subject to the limitations set forth in Section 4.6 (in the case of audits and field examinations) and Section 4.14(c) (in the case of valuations or appraisals of the Collateral).

(k)Wire Fees.Borrowers shall pay to Agent, for its own account and not for the account of any other Lenders, on written demand, fees for incoming and outgoing wires made for the account of Borrowers, such fees to be based on Agent’s then current wire fee schedule (available upon written request of the Borrowers).

(l)[Reserved].

(m)Computation of Interest and Related Fees.All interest and fees under each Financing Document shall be calculated on the basis of a 360-day year for the actual number of days elapsed.The date of funding of a Loan shall be included in the calculation of interest.The date of payment of a Loan shall be excluded from the calculation of interest.If a Loan is repaid on the same day that it is made, one (1) day’s interest shall be charged.

(n)Automated Clearing House Payments.If Agent (or its respective designated servicers or trustees on behalf of a securitization vehicle) so elects, monthly payments of principal, interest,fees,expenses orany otheramountsdueand owing from Borrowerto Agenthereundershallbe paid to Agent by Automated Clearing House debit of immediately available funds from the financial institution account designated by Borrower Representative in the Automated Clearing House debit authorization executed by Borrowers or Borrower Representative in connection with this Agreement, and shall be effective upon



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receipt.Borrowers shall execute any and all forms and documentation necessary from time to time to effectuate such automatic debiting.In no event shall any such payments be refunded to Borrowers.

(o)BenchmarkReplacementSetting;ConformingChanges.

(i)Upon the occurrence of a Benchmark Transition Event, Agent and Borrowers may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after Agent has posted such proposed amendment to all Lenders and Borrower so long as Agent has not received, by such time, written notice of objection theretofromLenderscomprisingtheRequiredLenders.Nosuchreplacementwilloccurpriortothe applicable Benchmark Transition Start Date. In connection with the implementation of a Benchmark Replacement, Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Financing Document. Agent will promptly notify Borrower Representative and the Lenders of the implementation of any Benchmark Replacement and the effectiveness of any Conforming Changes.

(ii)Any determination, decision or election thatmay bemade by Agentor,if applicable, any Lender (or group of Lenders) pursuant to this Section will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent fromanyotherpartytothisAgreementorany other Financing Document, except,ineachcase,as expressly required pursuant to this Section. Notwithstanding anything to the contrary herein or in any other Financing Document, at any time, (a) if the then-current Benchmark is a term rate (including Term SOFR) and either (i) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by Agent in its reasonable discretion or (ii) the regulatory supervisor for the administrator of such Benchmarkhas provided a public statement or publication of information announcing that any tenor for such Benchmark is or will be no longer representative, then Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor, and (b) if a tenor that was removed pursuant to clause (a) above either (i) is subsequently displayed on a screen or information service for a Benchmark or (ii) is not, or is no longer, subject to an announcementthat it is or will no longer be representative for a Benchmark, then Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor. Agent will promptly notify BorrowerRepresentativeoftheremovalorreinstatementofanytenorofaBenchmarkpursuantto this Section.

(p)Upon Borrower Representative’s receipt of notice of the commencement of a Benchmark Unavailability Period, any outstanding affected Loans will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period.

Section2.3Notes.The portion of the Loans made by each Lender shall be evidenced, if so requested by such Lender,by one or more promissorynotes executed by Borrowers on a joint and several basis (each, a “Note”) in an original principal amount equal to such Lender’s Revolving Loan Commitment Amount.Upon activation of an Additional Tranche in accordance with Section 2.1(c) hereof,Borrowersshall delivertoeachLendertowhom BorrowerspreviouslydeliveredaNote,arestated Note evidencing such Lender’s Revolving Loan Commitment Amount.

Section2.4Reserved.



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Section2.5 Reserved.

Section2.6 GeneralProvisionsRegardingPayment;LoanAccounts.

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

(b)Agent shall maintain a revolving loan account (the “Revolving Loan Account”) on its books to record Revolving Loans and other extensions of credit made by the Revolving Lenders hereunder or under any other Financing Document, and all payments thereon made by each Borrower.All entries in the Revolving Loan Account shall be made in accordance with Agent’s customary accounting practices as in effect from time to time.The balance in the Revolving Loan Account, as recorded in Agent’s books and records at any time shall be conclusive and binding evidence of the amounts due and owing to Agent by each Borrower absent manifest error; provided, however, that any failure to so record or any error in so recording shall not limit or otherwise affect any Borrower’s duty to pay all amounts owing hereunder or under any other Financing Document.Agent shall endeavor to provide Borrowers with a monthly statement regarding the Revolving Loan Account (but none of Agent or any Lender shall have any liability if Agent shall fail to provide any such statement).Unless any Borrower notifies Agent of any objection to any such statement (specifically describing the basis for such objection) within ninety (90) days after the date of receipt thereof, it shall be deemed final, binding and conclusive upon Borrowers in all respects as to all matters reflected therein.

Section2.7MaximumInterest.Innoeventshalltheinterestchargedwithrespecttothe Loans or any other Obligations of any Borrower under any Financing Document exceed the maximum amount permitted under the laws of the State of New York or of any other applicable jurisdiction. Notwithstanding anything to the contrary herein or elsewhere, if at any time the rate of interest payable hereunder or under any Note or other Financing Document (the “Stated Rate”) would exceed the highest rate of interest permitted under any applicable law to be charged (the “Maximum Lawful Rate”), thenfor solongasthe Maximum Lawful Ratewouldbe soexceeded,the rateofinterest payableshall be equal totheMaximum Lawful Rate; provided,however,that if atanytimethereaftertheStatedRateisless than the Maximum Lawful Rate, each Borrower shall, to the extent permitted by law, continue to pay interestat the Maximum Lawful Rate until such time as the total interest received is equal to the total interest which would have been received had the Stated Rate been (but for the operation of this provision) the interest rate payable.Thereafter, the interest rate payable shall be the Stated Rate unless and until the Stated Rate again would exceed the Maximum Lawful Rate, in which event this provision shall again apply.In no event shall the total interest received by any Lender exceed the amount which it could lawfully have received had the interest been calculated for the full term hereof at the Maximum Lawful Rate. If, notwithstanding the prior sentence, any Lender has received interest hereunder in excess of the Maximum Lawful Rate, such excess amount shall be applied to the reduction of the principal balance of the Loans or to other amounts (other than interest) payable hereunder, and if no such principal or other amounts are then outstanding, such excess or part thereof remaining shall be paid to Borrowers.In computing interest payable with reference to the



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Maximum Lawful Rate applicable to any Lender, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided by the number of days in the year in which such calculation is made.

Section2.8Taxes;CapitalAdequacy;IncreasedCosts;InabilitytoDetermineRates;Illegality.

(a)All payments of principal and interest on the Loans and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or futureTaxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and if any such withholding or deduction is in respect of an Indemnified Tax, then the Credit Parties shall pay such additional amount or amounts as is necessary to ensure that the net amount actually received by Agent and each Lender will equal the full amount such recipient would have received had no such withholding or deduction been required (including, without limitation, such withholdings and deductions applicable to additional sums payable under this Section 2.8).After payment of any Tax by a Credit Party to a Governmental Authority pursuant tothis Section2.8,suchCredit Party shall promptlyforwardtoAgent the original or a certified copy of an official receipt, a copy of the return reporting such payment, or other documentation satisfactory to Agent evidencing such payment to such authority. Credit Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of Agent timely reimburse Agent for the payment of, any Other Taxes.

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

(c)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Financing Document shall deliver to Borrower Representative, Agent , at the time or times prescribed by applicable Law or reasonably requested by Borrower Representative or Agent, such properly completed and executed documentation reasonably requested by Borrower Representative or Agent as will permit such payments to be made without withholding or at a reduced rate of withholding.In addition, any Lender, if reasonably requested by Borrower Representative or Agent, shall deliver such other documentation prescribed by applicableLaw or reasonably requested by Borrowers or Agent as will enable Borrowers, Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anythingto the contrary inthe preceding twosentences,the completion,execution and submission of such documentation (other than such documentation set forth in Sections 2.8(c)(i), 2.8(c)(ii) and 2.8(e) below) shall not be required if in such Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(i) Each Lender that is not a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 11.17(a) after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) (each



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

(ii) Each Lender that is a “United States person” (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes and is a party hereto on the Closing Date or purports to become an assignee of an interest pursuant to Section 11.17(a) after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall, to the extent permitted by Law, provide to Borrower Representative, Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or Agent), a properly completed and executed IRS Form W-9 or any successor form certifying as to such Lender’s entitlement to an exemption from U.S. backup withholding and other applicable forms, certificates or documents prescribed by the IRS or reasonably requested by Borrower Representative or Agent.Each such Lender shall promptly notify Borrowers at any time it determines that any certificate previously delivered to Borrower Representative (or any otherform ofcertification adopted by the U.S. governmentalauthorities for such purposes)is nolonger valid.



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(iii) Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrower Representative, Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or Agent), executed copies of any other form prescribed by applicable Law as a basis for claiming exemption from or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable lawtopermit BorrowersorAgentto determinethe withholding or deductionrequiredto be made.

(d)If any Lender determines, in its reasonable discretion, that it has received a refund in respect of any Taxes as to which it has been indemnified by any Borrower pursuant to this Section 2.8 (including by the payment of additional amounts pursuant to this Section 2.8), then it shall promptly pay an amount equal to such refund to Borrowers, net of all reasonable out-of-pocketexpenses of such Lender or of Agent with respect thereto, including any Taxes; provided, however, that Borrowers, upon the written request of such Lender or Agent, agree to repay any amount paid over to Borrowers to such Lender or to Agent (plus any related penalties, interest or other charges imposed by the relevant Governmental Authority) in the event such Lender or Agent is required, for any reason, to disgorge or otherwise repay such refund to such Governmental Authority.Notwithstanding anything to the contrary in this Section 2.8, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.8(d) the payment of which would place theindemnified party in a less favorable net after-Tax position than the indemnifiedparty would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.This Section 2.8 shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

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

(f)Each Lender shall severally indemnify Agent , within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified Agent for such Indemnified Taxes and without limitingthe obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to complywiththeprovisionsofSection11.17relatingtothemaintenanceofaParticipantRegisterand

(iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Agent in connection with any Financing Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.A certificate as to the amount of such payment or liability delivered to any Lenderby Agentshall be conclusive absent manifesterror.Each Lenderherebyauthorizes Agent to set offandapplyanyandallamountsatanytimeowingtosuchLenderunderanyFinancingDocumentor otherwisepayablebyAgenttosuchLenderfromanyothersourceagainstanyamountduetoAgent under this paragraph (f).



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(g)If any Lender shall reasonably determine that the adoption or taking effect of,or any change in, any applicable Law regarding capital adequacy, in each instance, after the Closing Date, or any changeafter the Closing Dateinthe interpretation,administration or applicationthereof by any Governmental Authority, central bank or comparable agency charged with the interpretation, administration or application thereof, or the compliance by any Lender or any Person controlling such Lender with any request, guideline or directive regarding capital adequacy (whether or not having the force of Law) of any such Governmental Authority, central bank or comparable agency adopted or otherwise taking effect after the Closing Date, has or would have the effect of reducing the rate ofreturn on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such adoption, taking effect, change, interpretation, administration, application or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) then from time to time, upon demand by such Lender (which demand shall be accompanied by a certificate setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent ), Borrowers shall promptlypay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which such Lender first made demand therefor; provided that notwithstanding anything in this Agreement tothe contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in applicable Law”, regardless of the date enacted, adopted or issued.

(h)If any Lender shall reasonably determine that the adoption or taking effect of, or any change in, any applicable Law shall (i) impose, modify or deem applicable any reserve, special deposit,compulsoryloan, insurancecharge or similarrequirement against assetsof, deposits withorfor the account of, or credit extendedor participatedin by,anyLender,(ii) subject any Lender toanytax of any kind whatsoever with respect to this Agreement, or any SOFR Loanmade by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Taxes covered by Section 2.8); or

(iii) impose on any Lender any other condition, cost or expense affecting this Agreement or SOFR Loans made by such Lender, and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan the interest on which is determined by reference to Term SOFR (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or any other amount) then, upon request of such Lender, the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(i) If any Lender requests compensation under any of the clauses in this Section2.8, or requires Borrowers to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.8, then, upon the written request of Borrower Representative, such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder (subject to the provisions of Section 11.17) to another of its offices, branches or affiliates, if, in the reasonablejudgment of such Lender, such designation or assignment (i) would eliminate or materially reduce amountspayablepursuanttoanysuchSection,asthecasemaybe,inthefuture,(ii)wouldnotsubject such Lender to any unreimbursed cost or expense and (iii) would not otherwise be disadvantageous to such Lender (as determined in its sole good faith discretion).Without limitation of the provisions of Section 13.14, each Borrower hereby agrees to pay all reasonable and documented, out-of-pocket costs and expenses incurred by any Lender in connection with any such designation or assignment.



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(j) Subject to Section 2.2(o), if Agent determines (which determination shall be conclusive and binding absent manifest error) that Term SOFR cannot be determined pursuant to the definition thereof on or prior to the first day of any Interest Period, Agent will promptly so notify the Borrowers and each Lender.Upon notice thereof by Agent to Borrowers, any obligation of the Lenders to make SOFR Loans shall be suspended until Agent revokes such notice.Upon receipt of such notice, any outstanding affected SOFR Loans will be deemed to have been converted into Base Rate Loans atthe end of the applicable Interest Period.Upon any such conversion, Borrower shall also pay any additional amounts required pursuant to this Agreement.

(k)If any Lender determines that any Law has made it unlawful, or that any GovernmentalAuthorityhasassertedthatitisunlawful,foranyLenderoritsapplicablelendingofficeto make, maintain or fund SOFR Loans, or to determine or charge interest rates based upon Term SOFR, then, upon notice thereof by such Lender to Borrowers (through Agent), any obligation of such Lenderto make SOFR Loans shall be suspended, in each case until such Lender notifies Agent and Borrower that the circumstances giving rise to such determination no longer exist.Upon receipt of such notice, all SOFR Loans shall become Base Rate Loans.Upon any such conversion, Borrower shall also pay any additional amounts required pursuant to this Agreement.

(l)Each party’s obligations under this Section 2.8 shall survive the resignation or replacement of Agent or any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all Obligations hereunder.

Section2.9 AppointmentofBorrowerRepresentative.

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

(b)Borrower Representative hereby accepts the appointment by Borrowers to act as the agent and attorney-in-fact of Borrowers pursuant to this Section 2.9.Borrower Representative shall ensure that the disbursement of any Loans that are at any time requested by or to be remitted to or for the account of a Borrower, shall be remitted or issued to or for the account of such Borrower.

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

(d)Any notice, election,representation, warranty, agreement or undertakingmade or delivered by or on behalf of any Borrower by Borrower Representative shall be deemed for all purposesto have been made or delivered by such Borrower, as the case may be, and shall be binding upon and enforceable against such Borrower to the same extent as if made or delivered directly by such Borrower.

(e)No resignation by or termination of the appointment of Borrower Representative as agent and attorney-in-fact as aforesaid shall be effective, except after ten (10) Business Days’ prior writtennoticetoAgent.IftheBorrowerRepresentative resignsunderthisAgreement, Borrowersshallbe entitled to



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appoint a successor Borrower Representative (which shall be a Borrower and shall be reasonably acceptable to Agent as such successor).Upon the acceptance of its appointment as successor Borrower Representative hereunder, such successor Borrower Representative shall succeed to all the rights,powers and duties oftheretiring Borrower Representativeandthe term“Borrower Representative” means such successor Borrower Representative for all purposes of this Agreement and the otherFinancing Documents, andthe retiring or terminated Borrower Representative’s appointment, powers and duties as Borrower Representative shall be thereupon terminated.

Section 2.10 JointandSeveralLiability;RightsofContribution;SubordinationandSubrogation.

(a)Borrowers are defined collectively to include all Persons named as one of the Borrowers herein; provided, however, that any references herein to “any Borrower”, “each Borrower”or similar references, shall be construed as a reference to each individual Person named as one of the Borrowers herein.Each Person so named shall be jointly and severally liable for all of the obligations of Borrowers under this Agreement.Each Borrower, individually, expressly understands, agrees and acknowledges, that the credit facilities would not be made available on the terms herein in the absence of the collective credit of all of the Persons named as the Borrowers herein, the joint and severalliability of all such Persons, and the cross-collateralization of the collateral of all such Persons. Accordingly,eachBorrowerindividuallyacknowledgesthatthebenefittoeachofthePersonsnamedas one of the Borrowers as a whole constitutes reasonably equivalent value, regardless of the amount ofthe credit facilities actually borrowed by, advanced to, or the amount of collateral provided by, any individual Borrower.In addition, each entity named as one of the Borrowers herein hereby acknowledges and agrees that all of the representations, warranties, covenants, obligations, conditions, agreements and other terms contained in this Agreement shall be applicable to and shall be bindingupon and measured and enforceable individually against each Person named as one of the Borrowers herein as well as all such Persons when taken together.By way of illustration, but without limiting the generality of the foregoing, the terms of Section 10.1 of this Agreement are to be applied to each individual Person named as one of the Borrowers herein (as well as to all such Persons taken as a whole), such that the occurrence of any of the events described in Section 10.1 of this Agreement as to any Person named as one of the Borrowers herein shall constitute an Event of Default even if suchevent has not occurred as to any other Persons named as the Borrowers or as to all such Persons takenas a whole.

(b)Notwithstanding any provisions of this Agreement to the contrary, it isintended that the joint and several nature of the liability of each Borrower for the Obligations and the Liens granted by Borrowers to secure the Obligations, not constitute a Fraudulent Conveyance (as defined below).Consequently, Agent, Lenders and each Borrower agree that if the liability of a Borrower for the Obligations, or any Liens granted by such Borrower securing the Obligations would, but for the application of this sentence, constitute a Fraudulent Conveyance, the liability of such Borrower and the Liens securing such liability shall be valid and enforceable only to the maximum extent that would not cause such liability or such Lien to constitute a Fraudulent Conveyance, and the liabilityofsuchBorrowerandthisAgreementshallautomaticallybedeemedtohavebeenamended accordingly.For purposeshereof, the term “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of Chapter 11 of Title II of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.

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



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Obligations; (ii) with the written agreement of any 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 any Borrower and delivered to Agent for any Lender; (iii) accept partial payments of the Obligations; (iv) take and hold any Collateral for the payment of the Obligations or for the payment of any guaranties of the Obligations and exchange, enforce, waive and release any such Collateral; (v) apply any such Collateral and direct the order or manner of sale thereof as Agent, in its reasonable discretion, may determine; and (vi) settle, release, compromise, collect or otherwise liquidate the Obligations and any Collateral therefor in any manner,all guarantor and surety defenses being hereby waived by each Borrower.Except as specifically provided in this Agreement or 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 receivedfrom any Borrower or any other source, and such determination shall be binding on all Borrowers.All such payments and credits may be applied, reversed and reapplied, in whole or in part, to any of the Obligations that Agent shall determine, in its reasonable discretion, without affecting the validity or enforceability of the Obligations of any other Borrower.

(d)Each Borrower hereby agrees that, except as hereinafter provided, its obligations hereunder shall be unconditional,irrespective of (i) theabsence of anyattempt 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 otheragreementheretofore,noworhereafterexecutedbyaBorroweranddeliveredtoAgent;

(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 oftheapplication ofSection1111(b)(2) oftheBankruptcyCode;(v)any borrowingorgrant ofasecurityinterest byaBorroweras debtor-in-possession,underSection364oftheBankruptcyCode;

(vi) the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of Agent’s claim(s) for repayment of any of the Obligations; or (vii) any other circumstance other than payment in full of the Obligations which might otherwise constitute a legal or equitable discharge or defense of a guarantor or surety.

(e)Borrowers hereby agree, as between themselves, that to the extent that Agent, onbehalfofLenders,shallhavereceivedfromanyBorroweranyRecoveryAmount(asdefinedbelow), then the paying Borrower shall have a right of contribution against each other Borrower in an amount equaltosuchother Borrower’s contributiveshare of such Recovery Amount;provided,however,thatin the event any Borrower suffers a Deficiency Amount (as defined below), then the Borrower suffering the Deficiency Amount shall be entitled to seek and receive contribution from and against the other Borrowers in an amount equal to the Deficiency Amount; and provided, further, that in no event shall the aggregate amounts so reimbursed by reason of the contribution of any Borrower equal or exceed an amount that would, if paid, constitute or result in Fraudulent Conveyance.Until all Obligations have been paid and satisfied in full (other than inchoate indemnification obligations for which no claim has yetbeenmade),nopaymentmadebyorfortheaccountofaBorrowerincluding,withoutlimitation, (i)apaymentmadebysuchBorroweronbehalfoftheliabilitiesofanyotherBorrower,or(ii)a payment made by any other Guarantor under any Guarantee, shall entitle such Borrower, bysubrogation or otherwise, to any payment from such other Borrower or from or out of such other Borrower’s property.The right of each Borrower to receive any contribution under this Section 2.10(e) or by subrogation or otherwise from any other Borrower shall be subordinate in right of payment to the Obligations and such Borrower shall not exercise any right or remedy against such other Borrower or any property of such other Borrower by reason of any performance of such Borrower of its joint and several obligations hereunder, until the Obligations (other than inchoate indemnification obligations for which no claim has yet been made) have been indefeasibly paid and satisfied in full, and no Borrower shall exercise any right or remedy with respect to this Section 2.10(e) until



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the Obligations (other than inchoate indemnification obligations for which no claim has yet been made) have been indefeasiblypaid and satisfied in full.As used in this Section 2.10(e), the term “Recovery Amount” means the amount of proceeds received by or credited to Agent from the exercise of any remedy of the Lenders under this Agreement or the other Financing Documents, including, without limitation, the sale of any Collateral.As used in this Section 2.10(e), the term “Deficiency Amount” means any amount that is lessthantheentireamountaBorrowerisentitledto receivebywayofcontributionorsubrogationfrom, but that has not been paid by, the other Borrowers in respect of any Recovery Amount attributable tothe Borrower entitled to contribution, until the Deficiency Amount has been reduced to [*] ($[*]) through contributions and reimbursements made under the terms of this Section 2.10(e) or otherwise.

Section2.11 CollectionsandLockboxAccount.

(a)Borrowers shall maintain a lockbox (the “Lockbox”) with a United States depository institution reasonably acceptable to Agent (the “Lockbox Bank”), subject to the provisions of thisAgreement,andshall executewiththeLockboxBankaDeposit Account Control Agreement and such other agreements related to such Lockbox as Agent may require.By the expiration of the post-closing period specified in paragraph 1 of Schedule 7.4, Borrowers shall ensure that all collections of Accounts are paid directly from Account Debtors (i) into the Lockbox for deposit into the Lockbox Account and/or (ii) directly into the Lockbox Account; provided, however, that unless Agent shall otherwise direct bywrittennoticetoBorrowers, Borrowersshall bepermittedtocauseAccount Debtors who are individuals to pay Accounts directly to Borrowers, which Borrowers shall then administer and apply in the manner required below. At all times during the Lockbox Post-Closing Period, CreditParties shall ensure that all collections of Borrowing Base Collateral are paid directly to a Deposit Account (other than any Excluded Account) maintained by a Credit Party, and at all times during aCash Dominion Period that occurs during the Lockbox Post-Closing Period, Credit Parties shall ensure that all collections of Accounts are transferred into the Payment Account pursuant to a standing wire order or manual wire at the close of each Business Day.During a Cash Dominion Period, all funds deposited into a Lockbox Account shall be transferred into the Payment Account by the close of each Business Day.

(b)[Reserved.]

(c)Notwithstanding anything in any lockbox agreement or Deposit Account Control Agreement to the contrary, Borrowers agree that they shall be liable for any fees and charges in effect from time to time and charged by the Lockbox Bank in connection with the Lockbox, the Lockbox Account, and that Agent shall have no liability therefor. Borrowers hereby indemnify and agree to hold Agent harmless from any and all liabilities, claims, losses and demands whatsoever, including reasonable attorneys’ fees and expenses, arising from or relating to actions of Agent or the Lockbox Bank pursuant to this Section or any lockbox agreement or Deposit Account Control Agreement or similar agreement, except to the extent of such losses arising solely from Agent’s gross negligence or willful misconduct.

(d)During a Cash Dominion Period, Agent shall apply, on a daily basis, all funds transferred into the Payment Account pursuant to this Section 2.11 to reduce the outstanding Revolving Loans in such order of application as Agent shall elect.If as the result of collections of Accounts pursuant to the terms and conditions of this Section, a credit balance exists with respect to theRevolving Loan Account, such credit balance shall not accrue interest in favor ofBorrowers, but Agent shall transfersuchfundsintoanaccountdesignated byBorrowerRepresentativeforsolongasnoEvent of Default exists.

(e)To the extent that any collections of Accounts or proceeds of other Collateral are not sent directly to the Lockbox or Lockbox Account but are received by any Borrower, such collections shall be held intrust for the benefit of Agent pursuant to an express trust created hereby and promptly (and in any



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event within one Business Day) remitted, in the form received, to applicable Lockbox or Lockbox Account.No such funds received by any Borrower shall be commingled with other funds of the Credit Parties.

(f)Borrowers acknowledge and agree that compliance with the terms of this Section is essential, and that Agent and Lenders will suffer immediate and irreparable injury and have no adequate remedy at law, if, at any time following the initial borrowing of Revolving Loans, any Borrower, through actsor omissions,causes or permitsAccount Debtors tosendpaymentsother than to the Lockbox or Lockbox Accounts or if any Borrowerfails to promptly deposit collections of Accounts or proceeds of other Collateral in the Lockbox Account as herein required.Accordingly, in addition to all other rights and remedies of Agent and Lenders hereunder, Agent shall have the right to seekspecific performance of the Borrowers’ obligations under this Section, and any other equitable relief as Agent may deem necessary or appropriate, and Borrowers waive any requirement for the posting of a bond in connection with such equitable relief.

(g)Borrowers shall not, and Borrowers shall not suffer or permit any Credit Party to,(i)duringanyCashDominionPeriodwithdrawanyamountsfromanyLockboxAccount,(ii)change theproceduresorsweepinstructionsundertheagreementsgoverninganyLockboxAccounts,or

(iii) send to or deposit in any Lockbox Account any funds other than payments made with respect toand proceeds of Accounts or other Collateral.

(h)The Credit Parties shall cooperate with Agent in the identification and reconciliation on a daily basis of all amounts received in or required to be deposited into the Lockbox Accounts.If more than [*] ([*]%) of the collections of Accounts received by Borrowers during any given [*] period is not identified or reconciled to the reasonable satisfaction of Agent within [*] of receipt, Agent shall not be obligated to make further advances under this Agreement until such amount is identified or is reconciled to the reasonable satisfaction of Agent, as the case may be.In addition, if any such amount cannot be identified or reconciled to the reasonable satisfaction of Agent, Agent may utilize its own staff or, if it deems necessary, engage an outside auditor, in either case at Borrowers’ expense (which in the case of Agent’s own staff shall be in accordance with Agent’s then prevailing customary charges (plus reasonable and documented out-of-pocket expenses)), to make such examination and report as may be necessary to identify and reconcile such amount.

(i)Upon Agent’s written request following any Cash Dominion Event, the applicable Credit Parties shall promptly (and in any event within three (3) Business Days) execute an amendment to the Deposit Account Control Agreement with respect to any Lockbox Account to (i) amend such Deposit Account Control Agreement to restrict Credit Parties’ access to, and ability tomake instructions, change procedures, or give directions, with respect to, such Lockbox Account, as set forth inclause(g) of this Section 2.11and (ii) providing that the Lockbox Bank shall wire, or otherwise transfer, in immediately available funds, on a daily basis to the Payment Account all funds received or deposited into such Lockbox Account.Following the expiration of any Cash Dominion Period, Agent shall promptly take such action as is reasonably requested by Borrower Representative to restore the Credit Parties access to any Lockbox Account that was restricted during the Cash Dominion Period.

(j)If any Borrower breaches its obligation to direct payments of the proceeds of the Collateral to the Lockbox Account, Agent, as the irrevocably made, constituted and appointed true and lawful attorney for Borrowers, may, by the signature or other act of any of Agent’s authorized representatives (without requiring any of them to do so), direct any Account Debtor to pay proceeds of the Collateral to Borrowers by directing payment to the Lockbox Account.



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(k)Nothing in this Section 2.11 shall be deemed to limit any of Agent or Lenders remediesfollowinganEventofDefaultunderthisAgreement,anyDepositAccountControlAgreement or any other Financing Document or under applicable Law.

Section2.12 Termination;RestrictiononTermination.

(a)Termination by Lenders.In addition to the rights set forth in Section 10.2, Agent may, and at the direction of Required Lenders shall, terminate this Agreement without notice upon or after the occurrence and during the continuance of an Event of Default.

(b)Termination by Borrowers.Upon at least ten (10) Business Day’ prior written notice and pursuant to payoff documentation in form and substance reasonably satisfactory to AgentandLenders,Borrowersmay,at their option,terminatethisAgreement;provided,however,that no such termination shall be effective until Borrowers have complied with Section 2.12(c) and the Obligations, including the payment of all fees due and owing under any Fee Letter, are paid in full (other than inchoateindemnification obligations for whichno claim hasyet beenmade).Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice. Borrowers may elect to terminate this Agreement in its entirety only.No section of this Agreement or type of Loan available hereunder may be terminated singly.

(c)Effectiveness of Termination.All of the Obligations shall be immediately due and payable upon the Termination Date.All undertakings, agreements, covenants, warranties and representations of the Credit Parties contained in the Financing Documents shall survive any such termination and Agent shall retain its Liens in the Collateral and Agent and each Lender shall retain all of its rights and remedies under the Financing Documents notwithstanding such termination until all Obligations have been discharged or paid, in full, in immediately available funds, including, without limitation, all Obligations under Section 2.2 and the terms of any Fee Letter resulting from such termination (in each case, other than inchoate indemnification obligations for which no claim has yet been made).Notwithstanding the foregoing or the payment in full of the Obligations, Agent shall notberequiredtoterminateitsLiensintheCollateral unless,withrespect toany lossor damage Agent may incur as a result of dishonored checks or other items of payment received by Agent from Credit Parties or any Account Debtor and applied to the Obligations, Agent shall have retained cash Collateral orother CollateralforsuchperiodoftimeasAgent,in itsdiscretion,maydeemnecessarytoprotect Agent and each Lender from any such loss or damage.Upon the payment in full, in cash in immediately available funds, of all Obligations and the termination of the Revolving Loan Commitments, as Borrower may reasonably request, Agent shall, at Borrower’s sole cost and expense, execute anddeliver such documents evidencing the release and termination of the security interest in the Collateral granted under this Agreement and the other Financing Documents pursuant to and in accordance with the terms of any applicable payoff documentation.

ARTICLE3-REPRESENTATIONSANDWARRANTIES

ToinduceAgent andLenderstoenter intothisAgreement andtomakethe Loans andother credit accommodations contemplated hereby, each Borrower and each Credit Party party hereto, hereby represents and warrants to Agent and each Lender that:

Section3.1ExistenceandPower.EachCreditParty(a)isanentityasspecifiedon Schedule 3.1, (b) is duly organized, validly existing and in good standing under the laws of thejurisdictionofitsorganizationspecifiedonSchedule 3.1,(c)hasthesamelegalnameasitappearsinsuch Credit Party’s Organizational Documents and an organizational identification number (if any), in each case as specified on



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Schedule 3.1, (d) has all powers to own its assets and has powers and all Permits necessary or desirable in the operation of its business as presently conducted or as proposed to be conducted, except where the failure to have such powers or Permits could not reasonably be expected to have a Material Adverse Effect, and (e) is qualified to do business as a foreign entity in each jurisdiction in which it is required to be so qualified, which jurisdictions as of the Closing Date are specified on Schedule3.1,except inthecaseof thisclause (e) where thefailuretobe so qualified couldnot reasonably beexpectedtohaveaMaterialAdverseEffect.ExceptassetforthonSchedule3.1,noCreditParty

(x) has had, over the five (5) year period preceding the Closing Date, any name other than its current name, or (y) was incorporated or organized under the laws of any jurisdiction other than its current jurisdiction of incorporation or organization.

Section3.2OrganizationandGovernmentalAuthorization;NoContravention.The execution, delivery and performance by each Credit Party of the Financing Documents to which it is a party (a) are within its powers, (b) have been duly authorized by all necessary action pursuant to its Organizational Documents, (c) require no further action by or in respect of, or filing with, any Governmental Authority other than (i) recordings, filings and other perfection actions in connection with the Liens granted to Agent under this Agreement or any Security Document and (ii) those obtained or made on or prior to the Closing Date and (d) do not violate, conflict with or cause a breach or a default under (i) any Law applicable to any Credit Party, (ii) any of the Organizational Documents of any Credit Party, or (iii) any agreement or instrument binding upon it, except for such violations, conflicts, breaches or defaults as would not, with respect to this clause (iii), reasonably be expected to have a Material Adverse Effect.

Section3.3Binding Effect.Each of the Financing Documents to which any Credit Party is a party constitutes a valid and binding agreement or instrument of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by general equitable principles.Each Financing Document has been duly executed and delivered by each Credit Party party thereto.

Section3.4Capitalization.All issued and outstanding Equity Interest of each of the Credit Parties (other than Rigel) are duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders, and such equity securities were issued in compliance with all applicable Laws.Except as set forth on Schedule 3.4, as of the Closing Date there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party (other than Rigel) of any equity securities of any such entity.

Section3.5Financial Information. All information delivered to Agent and pertaining to the financialconditionofanyCreditPartyfairlyinallmaterialrespectspresentsthefinancialposition ofsuch CreditPartyasofsuchdateandforsuchperiodthenendedinconformitywithGAAP(andasto

unaudited financial statements, subject to normal year-end adjustments and the absence of footnote disclosures).Since December 31, 2025, there has been (a) no material adverse change in the business, operations, properties or financial condition of the Credit Parties, taken as a whole and (b) no fact, eventor circumstance that would reasonably be expected to result in a Material Adverse Effect.

Section3.6Litigation.Except asset forthonSchedule3.6as oftheClosingDate,andexcept as hereafter disclosed to Agent in writing, there is no Litigation pending against, or to such Borrower’s knowledge threatened in writing against, any Credit Party or any of their Subsidiaries, which, if adversely determined, could reasonably be expected to result in any judgment or liability of more than [*].There is no



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Litigation pending in which an adverse decision would reasonably be expected to have a Material Adverse Effect or which in any manner draws into question the validity ofany of the Financing Documents.

Section3.7Ownership of Property.Each Borrower and each of its Subsidiaries is the lawful sole owner of, has good and marketable title to and is in lawful possession of, or has valid leasehold interests in, all material properties, accounts and other assets (real or personal, tangible, intangible or mixed) purported or reported to be owned or leased (as the case may be) by such Person, subject to Permitted Liens.

Section3.8No Default. No Event of Default,or to such Borrower’s knowledge, Default, has occurred and is continuing.No Credit Party is in breach or default under or with respect to any contract, agreement, lease or other instrument to which it is a party or by which its property is bound or affected, which breach or default would reasonably be expected to have a Material Adverse Effect.

Section3.9LaborMatters.AsoftheClosingDate,therearenostrikesorotherlabor disputes pending or, to any Borrower’s knowledge, threatened in writing against any Credit Party, which would reasonably be expected to have a Material Adverse Effect.Hours worked and payments made to the employees of the Credit Parties have not been in material violation of the Fair Labor Standards Act or any other applicable Law dealing with such matters.All payments due from the Credit Parties, or for which any claim may be made against any of them, on account of wages and employee and retiree health and welfare insurance and other benefits have been paid or accrued as a liability on their books, as thecase may be.The consummation of the transactions contemplated by the Financing Documents will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which it is a party or by which it is bound, the result of which would reasonably be expected to have a Material Adverse Effect.

Section3.10Investment Company Act.No Credit Party is an “investment company” or a company “controlled” by an “investment company” or a “subsidiary” of an “investment company,” all within the meaning of the Investment Company Act of 1940.

Section3.11 MarginRegulations.

(a)The Credit Parties and their Subsidiaries do not own any stock, partnership interestorotherequity securities,exceptfor PermittedInvestments.Withoutlimitingtheforegoing,the Credit Parties and their Subsidiaries do not own or hold any Margin Stock.

(b)None of the proceeds from the Loans have been or will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any Margin Stock or for any other purpose which might cause any of the Loans to be considered a “purpose credit” within the meaning of Regulation T, U or X of the Federal Reserve Board.

Section3.12 ComplianceWithLaws;Anti-TerrorismLaws.

(a)Each Credit Party is in compliance with the requirements of all applicable Laws, (including all applicable Healthcare Laws), except for such Laws the noncompliance with which could not reasonably be expected to have a Material Adverse Effect.

(b)None of the Credit Parties and, to the knowledge of the Credit Parties, none of their Affiliates (i) is in violation of any Anti-Terrorism Law, (ii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, anyofthe prohibitionssetforthinanyAnti-TerrorismLaw,(iii) isaBlockedPerson,oriscontrolledby a Blocked



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Person, (iv) is acting or will act for or on behalf of a Blocked Person, (v) is associated with, or will become associated with, a Blocked Person or (vi) is providing, or will provide, material,financial or technical support or other services to or in support of acts of terrorism of a Blocked Person. No Credit Party nor, to the knowledge of any Credit Party, any of its Affiliates or agents acting or benefitinginanycapacityinconnectionwiththetransactionscontemplatedbythisAgreement, (A) conducts any business or engages in making or receiving any contribution of funds, goods or servicesdirectlyorindirectlytoorforthebenefitofanyBlockedPersonorSanctionedCountry,or (B) deals in, or otherwise engages in any transaction directly or indirectly relating to, any property or interest in property blocked pursuant to Executive Order No. 13224, any similar executive order orother Anti-Terrorism Law.

Section3.13Taxes.All federal income and material franchise tax returns, reports and statements, all state and local income and franchise tax returns, reports and statements and all other material federal, state and local tax returns, reports and statements required to be filed by or on behalf of each Credit Party have been filed with the appropriate Governmental Authorities in all jurisdictions in which such returns, reports and statements are required to be filed and, except to the extent subject to a Permitted Contest, all Taxes (including real property Taxes) and other charges shown to be due and payable in respect thereof have been timely paid prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for nonpayment thereof.For purposes of this Section 3.13, any foreign,stateorlocalTaxes,assessment,depositor contribution,andanyreturnwithrespectthereto,shall not beconsidered“material” if it isequal toor less than $[*]inthe aggregate for all Taxes; provided that all foreign, state or local Tax, assessment, deposit or contribution, and any return with respect thereto shall beconsidered“material”ifthenonpaymentthereoforfailuretofilecouldbereasonablybeexpected to result in a Material Adverse Effect.Except to the extent subject to a Permitted Contest, all state and local sales and use Taxes required to be paid by each Credit Party have been paid.All federal and material state returns have been filed by each Credit Party for all periods for which returns were due with respect to employee income tax withholding, social security and unemployment taxes, and, except to the extent subject to aPermitted Contest,the amounts shown thereontobe due andpayable havebeen paidin full or adequate provisions therefor have been made.

Section3.14 CompliancewithERISA.

(a)Each ERISA Plan (and the related trusts and funding agreements) complies in form and in operation with, has been administered in compliance with, and the terms of each ERISA Plan satisfy, the applicable requirements of ERISA and the Code in all material respects.Each ERISA Plan which is intended to be qualified under Section 401(a) of the Code is so qualified, and the United States Internal Revenue Service has issued a favorable determination letter with respect to each such ERISA Plan which may be relied on currently.No Credit Party has incurred liability for any material excise tax under any of Sections 4971 through 5000 of the Code.

(b)Except as would not reasonably be expected, individually or in the aggregate,to have a Material Adverse Effect, each Credit Party and each Subsidiary is in compliance with the applicable provisions of ERISA and the provision of the Code relating to ERISA Plans and the regulations and published interpretations therein.During the thirty-six (36) month period prior to the ClosingDateor themakingof anyLoan(i) nosteps havebeentakentoterminateanyPensionPlan,and (ii) no contributionfailurehas occurred withrespect to anyPensionPlansufficient to give riseto a Lien under Section 303(k) of ERISA or Section 430(k) of the Code and no event has occurred that would give rise to a Lien under Section 4068 of ERISA.No condition exists or event or transaction has occurred with respect to any Pension Plan which would result in the incurrence by any Credit Party of anymaterial liability,fineor penalty.NoCredit Partyhas incurredliabilitytothePBGC(otherthanfor current premiums) with respect to any employee Pension Plan.All contributions (if any) have been made on a timely basis to any Multiemployer Plan that are required to be made by any Credit Party or any other member of the Controlled Group under the terms of the plan or of any



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collective bargaining agreement or by applicable Law; no Credit Party nor any member of the Controlled Group has withdrawn or partially withdrawn from any Multiemployer Plan, incurred any withdrawal liability with respect to any such plan or received notice of any claim or demand for withdrawal liability or partial withdrawal liability from any such plan, and no condition has occurred which, if continued, wouldresult in a withdrawal or partial withdrawal from any such plan, and no Credit Party nor any member of the Controlled Group has received any notice that any Multiemployer Plan is in reorganization, that increased contributions may be required to avoid a reduction in plan benefitsor the imposition of any excisetax,that anysuchplan is or has beenfunded at a rateless thanthat required under Section 412 of the Code, that any such plan is or may be terminated, or that any such plan is or may become insolvent.

Section3.15Consummation of Financing Documents; Brokers.Except for fees payable to Agent and/or Lenders, no broker, finder or other intermediary has brought about the obtaining, making or closing of the transactions contemplated by the Financing Documents, and no Credit Party has or willhave any obligation to any Person in respect of any finder’s or brokerage fees, commissions or other expenses in connection herewith or therewith.

Section3.16 [Reserved].

Section3.17Material Contracts.Except for the agreements set forth on Schedule 3.17, as of the Closing Date there areno Material Contracts.The consummation of the transactions contemplated by the Financing Documents will not give rise to a right of termination in favor of any party to any Material Contract (other than any Credit Party), except for such Material Contracts the noncompliance with which would not reasonably be expected to have a Material Adverse Effect.

Section3.18CompliancewithEnvironmentalRequirements;NoHazardousMaterials.Except in each case as set forth on Schedule 3.18:

(a)no notice, notification, demand, request for information, citation, summons, complaint or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation or review is pending, or to such Credit Party’s knowledge, threatened in writing by any Governmental Authority or other Person with respect to any (i) alleged violation by any Credit Party of any Environmental Law, (ii) alleged failure by any Credit Party to have any Permits required in connection with the conduct of its business or to comply with the terms and conditions thereof, (iii) any generation,treatment,storage,recycling,transportationordisposalofanyHazardousMaterials,or (iv) release of Hazardous Materials, in each case except where the failure to obtain such document would not reasonably be expected to have a Material Adverse Effect; and

(b)no property now owned or leased by any Credit Party and, to the knowledge of each Credit Party, no such property previously owned or leased by any Credit Party, to which anyCredit Party has, directly or indirectly, transported or arranged for the transportation of any Hazardous Materials in violation of applicable Law, is listed or, to such Credit Party’s knowledge, proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or any similar state list or is the subject of federal, state or local enforcement actions or, to the knowledge of such Credit Party, other investigations which may lead to claims against any Credit Party for clean-up costs, remedial work, damage to natural resources or personal injury claims, including, without limitation, claims under CERCLA, which claims would reasonably be expected to have a Material Adverse Effect.

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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Section3.19IntellectualPropertyandLicenseAgreements.AlistofallRegistered Intellectual Property of each Credit Party and all material in-bound license or sublicense agreements, and exclusive out-bound license or sublicense agreements (but, in each case, excluding in-bound licenses of over-the-counter and other software that is commercially available to the public and open source licenses in the Ordinary Course of Business), as of the Closing Date and, as updated pursuant to Section 4.15, isset forth on Schedule 3.19.Except for Permitted Licenses and Permitted Liens arising by operation of law, each Credit Party is the sole owner of its material Intellectual Property free and clear of any Liens. Each material patent owned or licensed by any Credit Party is valid and enforceable in all material respects and no part of the Material Intangible Assets has been judged invalid or unenforceable, in whole or in part, and to the best of Credit Parties’ knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party in any material respect.

Section3.20Solvency.After giving effect to the Loan advance and the liabilities and obligations of each Credit Party under the Financing Documents, Rigel is Solvent and Rigel and its Subsidiaries (taken as a whole) are Solvent.

Section3.21FullDisclosure.Noneofthewritteninformation(financialorotherwise) furnished by or on behalf of any Credit Party to Agent or any Lender in connection with the consummation of the transactions contemplated by the Financing Documents, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which such statements were made.All financial projections delivered to Agent and the Lenders by Credit Parties (or their agents) have been prepared on the basis of the assumptions stated therein.Such projections represent each Credit Party’s best estimate of such Credit Party’s future financial performance and such assumptions are believed by such Credit Party to be fairand reasonable in light of current business conditions; provided, however, that Credit Parties can give no assurance that such projections will be attained.Agent and each Lender acknowledges and agrees that all financial performance projections delivered to Agent represent Borrowers’ best good faith estimate of future financial performance and are based on assumptions believed by Credit Parties to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by Agent and Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

Section3.22 Reserved.

Section 3.23 Subsidiaries.Credit Parties do not own any stock, partnership interests, limited liability company interests or other equity securities or Subsidiaries except for Permitted Investments.

Section3.24Accuracy of Schedules.All information set forth in the Schedules to this Agreement is true, accurate and complete in all material respects as of the Closing Date.All information set forth in the Perfection Certificate is true, accurate and complete in all material respects as of the Closing Date and any other subsequent date in which Borrower is required to update such certificate.

Section3.25 EligibleAccount;EligibleForeignAccounts;EligibleInventory.

(a)As to each Account that is identified by Borrowers as an Eligible Account in a Borrowing Base Certificate submitted to Agent, such Account is (i) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the Ordinary Course of Business of the applicable Borrower, (ii) owed to the applicable Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, and (iii) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of “Eligible Account”.



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(b)As to each Account that is identified by Borrowers as an Eligible Foreign Account in a Borrowing Base Certificate submitted to Agent, such Account is (i) a bona fide existing payment obligation of the applicable Account Debtor created by the sale and delivery of Inventory or the rendition of services to such Account Debtor in the Ordinary Course of Business of the applicable Borrower, (ii) owed to the applicable Borrower without any known defenses, disputes, offsets, counterclaims, or rights of return or cancellation, (iii) the Account Debtor for such Account is an Eligible Foreign Account Debtor and (iv) not excluded as ineligible by virtue of one or more of the excluding criteria set forth in the definition of “Eligible Account” other than clause (p) thereof.

(c)As to each item of Inventory that is identified by the applicable Borrowers as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of goodand merchantable quality, free from known defects, (b) not excluded as ineligible by virtue of one or more of the excluding criteria (set forth in the definition of “Eligible Inventory”), and (c) otherwise constitutes “Eligible Inventory” under such definition.

Section3.26 RegulatoryMatters.

(a)All of Credit Parties’ and their Subsidiaries’ material Products and material Regulatory Required Permits (limited to those Regulatory Required Permits the loss of which would reasonably be expected to have a Material Adverse Effect) are listed on Schedule 4.17 on the Closing Date.With respect to each material Product, (i) the Credit Parties and their Subsidiaries have received, and such Product is the subject of, all Regulatory Required Permits needed in connection with the testing, manufacture, marketing or sale of such Product as currently being conducted by or on behalf of the Credit Parties, and have provided Agent with all notices and other information required by Section 4.1, and (ii) such Product isbeingtested,manufactured, marketed or sold, as the casemay be, by Credit Parties(ortotheCreditParties’knowledge,byany applicablethirdparties)inmaterialcompliance with all applicable Laws and Regulatory Required Permits.

(b)None of the Credit Parties or any Subsidiary thereof are in violation of any Healthcare Law in any material respect.

(c)To the Credit Parties’ knowledge (after reasonable inquiry), none of the Credit Parties or their Subsidiaries’ officers, directors, employees, shareholders, their agents or affiliates has made an untrue statement of material fact or fraudulent statement to the FDA or failed to disclose a material fact requiredtobedisclosedtothe FDA,committedanact,madeastatement,orfailedto make astatementthatcouldreasonablybeexpectedtoprovideabasisfortheFDAtoinvokeitspolicy respecting “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” set forth in 56 Fed. Regulation 46191 (September 10, 1991).

(d)Except as would not reasonably be expected to result in a Material Adverse Effect, each Product (i) has been and/or shall be manufactured, imported, possessed, owned, warehoused, marketed, promoted, sold, labeled, furnished, distributed and marketed and each service has been conducted in accordance with all applicable Permits and Laws; and (ii) has been and/or shallbe manufactured in accordance with Good Manufacturing Practices.

(e)No Credit Party, nor any Subsidiary thereof, is subject to any proceeding, suit or, to any Credit Party’s knowledge, investigation by any federal, state or local government or quasi-governmental body, agency, board or authority or any other administrative or investigative body (including the Office of the Inspector General of the United States Department of Health and Human Services),whichcouldreasonablybeexpectedtoresult inthe revocation,transfer,surrender,suspension of any material



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Permits of Borrower or any Subsidiary thereof or otherwise be expected to result in a Material Adverse Effect.

(f)AsoftheClosingDate,therehavebeennoRegulatoryReportingEvents.

Section3.27Senior Indebtedness Status.The Obligations of each Credit Party under this Agreement and each of the other Financing Documents ranks and shall continue to rank at least seniorin priority of payment to all Debt that is contractually subordinated to the Obligations of each such Person under this Agreement and is designated as “Senior Indebtedness” (or an equivalent term) under all instruments and documents, now or in the future, relating to all Debt that is contractually subordinated to the Obligations under this Agreement of each such Person.

ARTICLE4-AFFIRMATIVECOVENANTS

EachCreditPartyagreesthat:

Section 4.1 Financial Statements, Other Reports and Notices. The Credit Parties will deliver to Agent:

(a)as soon as available, but no later than (x) forty-five (45) days after the last day of each of March, June, September and December and (y) thirty (30) days after the last day of eachother month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Rigel and its Consolidated Subsidiaries’ consolidated operations during the period, prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnote disclosures), consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projectionsrequired hereunder, all in reasonable detail, certified by a Responsible Officer and in a form reasonably acceptable to Agent;

(b)[Reserved];

(c)as soon as available, but no later than ninety (90) days after the last day of Rigel’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a going concern qualification based solely on Borrower having negative profits or a determination that Borrower has less than twelve months liquidity) on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion which is Ernst & Young LLP as of the Closing Date;

(d)in the event that such Credit Party is subject to the reporting requirementsunderthe SecuritiesandExchangeAct of 1934,withinten(10)daysofdeliveryor filingthereof,copies of all statements, reports and notices made available to such Credit Party’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by such Credit Party with any stock exchange on which any securities of any Credit Party are traded and/or the SEC; providedthat to the extent any of the foregoing is available on the SEC EDGAR website, delivery to Agent will be deemed to have been delivered on the date (i) on which such materials are publicly available as posted on the SEC EDGAR website and Borrower Representative posts such documents, or provides a link thereto, on Borrower Representative’s website on the Internet at Borrower Representative’swebsite address;

(e)a prompt, but in no event later than when the next Compliance Certificate is required to be delivered, written report of any legal actions pending or threatened in writing against any Credit Party



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or any of its Subsidiaries that couldreasonably be expected toresult in damages or costs to any Credit Party or any of its Subsidiaries of [*] or more or otherwise could be reasonably expected to result in a Material Adverse Effect;

(f)prompt written notice of an event that materially and adversely affects thevalue of any Material Intangible Asset;

(g)within sixty (60) days after the start of each fiscal year, projections for the forthcoming fiscal year, on a quarterly basis;

(h)promptly (but in any event within ten (10) days of any request therefor) such readily available board reviewed budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Credit Parties, their business and the Collateral as Agent may from time to time reasonably request;

(i)together with each delivery of financial statements pursuant to clause (a)above, deliver to Agent a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) compliance with the financial covenants set forth in Article 6 and

(ii) monthly cash and Cash Equivalents of (x) Borrowers, (y) Credit Parties taken as a whole, and (z)the Restricted Foreign Subsidiaries, as of the date of the applicable Compliance Certificate;

(j)within twenty (20) days after the last day of such month, deliver to Agent aduly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date);

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

(i)any development, testing, and/or manufacturing of any TAVALISSE Product or any other Product that is material to the Credit Parties’ or their Subsidiaries business should cease;

(ii)the marketing or sales of a Product, which is material to the Credit Parties’ or their Subsidiaries’ business and which has been approved for marketing and sale, should cease (or be required to cease) or such Product should be withdrawn from themarketplace;

(iii)any Governmental Authority is conducting an investigation or review (other than routine reviews in the Ordinary Course of Business) of any Regulatory Required Permit the loss of which could be reasonably expected to result in a Material Adverse Effect;

(iv)any Regulatory Required Permit, the loss of which could be reasonably expected to result in a Material Adverse Effect, has been revoked or withdrawn;

(v)any Governmental Authority, including without limitation the FDA, the Office of the Inspector General of HHS or the United States Department of Justice, has commenced any action against a Credit Party or a Subsidiary thereof, any action to enjoin aCredit Party or a Subsidiary thereof from conducting their businesses at any facility owned or used by them or for any material civil penalty, injunction, seizure or criminal action;

(vi)receipt by a Credit Party or any Subsidiary thereof, or any material contract manufacturer for the Credit Parties or any of their Subsidiaries, from the FDA a warning letter, Form FDA-483, “Untitled Letter,” other correspondence or notice setting forth alleged material violations



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of laws and regulations enforced by the FDA with regard to any material Product or the manufacture, processing, packing, or holding thereof;

(vii)any Credit Party or any Subsidiary thereof receives any paymentsdirectly (including through any third party payment processor) from Medicare, Medicaid, or TRICARE;

(viii)any material failures in the manufacturing of any material Product have occurred such that the amount of such Product successfully manufactured in accordance with all specificationsthereofandthe required paymentstobemadetoany CreditPartyoranySubsidiary therefor in any month shall decrease materially with respect to the quantities of such Product and payments produced in the prior month; or

(ix)any Credit Party or any Subsidiary thereof engaging in any Recalls, Market Withdrawals, or other forms of product retrieval from the marketplace of any Products (other than discrete batchesor lots that arenot material in quantity or amount andare not madein conjunction with a larger recall) (each of the events set forth in clauses (i)-(ix) a “Regulatory Reporting Event”);

(l)promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act; and

(m)promptly,butinanyeventwithinfive(5) BusinessDays,afteranyResponsible Officer of any Credit Party obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of applicable Healthcare Laws) that has resulted orwould reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is takingor proposes to take with respect thereto.

Any disclosure, notice or delivery obligations set forth in Section 4.1(a), (c), (d) and (h), may be satisfiedwithrespecttoinformationfiledbyRigelwiththeSECandshallbedeemedtohavebeen delivered on the date on which such items have been made publicly available as posted on the SEC EDGAR website and Borrower Representative posts such documents, or provides a link thereto, on Borrower Representative’s website on the Internet at Borrower Representative’s website address.

Section4.2Payment and Performance of Obligations.Each Credit Party (a) will pay and discharge, and cause each Subsidiary to pay and discharge, on a timely basis as and when due, all of their respective obligations and liabilities, except for such obligations and/or liabilities (i) that may be the subject of a Permitted Contest,and (ii) the nonpayment or nondischarge of whichcould notreasonably be expectedto have a Material Adverse Effect or result ina Lien against any Collateral, except for Permitted Liens, (b) without limiting anything contained in the foregoing clause (a), pay all amounts due and owing in respect of (i) all federal Taxes (including without limitation, payroll and withholdings tax liabilities) and (ii) all material foreign and state Taxes and other local Taxes (including without limitation, payroll and withholdings tax liabilities), in each case, on a timely basis as and when due, and in any case prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for nonpayment thereof, and in each case, except for such Taxes that may be the subject of a Permitted Contest (c) will maintain, and cause each Subsidiary to maintain, in accordance with GAAP, appropriate reserves for the accrual of all of their respective obligations and liabilities, and (d) will not breach or permit any Subsidiary to breach, or permit to exist any default under, the terms of any lease, commitment, contract, instrument or obligation to which it is a party, or by which its properties or assets are bound, except for such breaches or defaults which could not



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reasonably be expected to have a Material Adverse Effect. For purposes of this Section 4.2, any foreign, state or local Taxes, assessment, deposit or contribution, andany return with respect thereto, shall not be considered “material” if it is equal toor less than $[*] in the aggregate for all Taxes; provided that all foreign, state or local Tax, assessment, deposit or contribution, and any return with respect thereto shall be considered “material” if the nonpayment thereof or failure to file could be reasonably be expected to result in a Material Adverse Effect.

Section4.3MaintenanceofExistence.EachCreditPartywillpreserve,renewandkeep in full force and effect and in good standing, and will cause each Subsidiary to preserve, renew and keep in full force and effect and in good standing, (a) their respective existence and (b) their respective rights, privileges and franchises necessary or desirable in the normal conduct of business, unless, solely in the case of this clause (b), a failure to do so could not reasonably be expected to have a Material Adverse Effect.

Section4.4 MaintenanceofProperty;Insurance.

(a)Each Credit Party will keep, and will cause each Subsidiary to keep, all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted.If all or any material part of the Collateral useful or necessary in its business, or any Collateral upon which any Borrowing Base is calculated, becomes damaged or destroyed, each Credit Party will, and will cause each Subsidiary to, promptlyand completelyreplace, repairand/orrestore the affected Collateral in a good and workmanlike manner, regardless of whether Agent agrees to disburse insurance proceeds or other sums to pay costs of the work of repair or reconstruction.

(b)Upon completion of any Permitted Contest, Credit Parties shall, and will cause each Subsidiary to, promptly pay the amount due, if any, and deliver to Agent proof of the completionof the contest and payment of the amount due, if any.

(c)Each Credit Party will maintain (i) casualty insurance on all real and personal property on an all risks basis, covering the repair and replacement cost of all such property and coverage, business interruption and rent loss coverages with extended period of indemnity (for the periodrequiredbyAgentfromtimetotime)andindemnityforextraexpense,ineachcasewithout application of coinsurance and with agreed amount endorsements, (ii) general liability insurance (including products/completed operations liability coverage), and (iii) such other insurance coverage,in each case against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons or as otherwise reasonably required by Agent; provided, however, that, in no event shall such insurance be in amounts or with coverage less than, or with carriers with qualifications inferior to, any of the insurance or carriers in existence as of the Closing Date (orrequired to be in existence after the Closing Date under a Financing Document).All such insurance shall be provided by insurers having an A.M. Best policyholders rating reasonably acceptable to Agent.

(d)On or prior to the Closing Date, and at all times thereafter, each Credit Party will cause Agent to be named as an additional insured, assignee and lender loss payee (which shall include, as applicable, identification as mortgagee), as applicable, on each insurance policy required to be maintained pursuant to this Section 4.4 pursuant to endorsements in form and substance acceptableto Agent.Credit Parties shall deliver to Agent and the Lenders (i) on the Closing Date, a certificate from Credit Parties’ insurance broker dated such date showing the amount of coverage as of such date, and that such policies will include effective waivers (whether under the terms of any such policy or otherwise) by the insurer of all claims for insurance premiums against all loss payees and additional insureds and all rights of subrogation against all loss payees and additional insureds, and that if all or any part of such policy is canceled, terminated or expires, the insurer will forthwith give notice thereof to each additional insured, assignee and



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loss payee and that no cancellation, reduction in amount or material change in coverage thereof shall be effective until at least twenty (20) days (or ten (10) daysfor nonpayment of premium) after receipt byeachadditional insured,assigneeand loss payeeof written notice thereof, (ii) on an annual basis, and upon the request of any Lender through Agent from time to time full information as to the insurance carried, (iii) within five (5) Business Days of receipt of notice from any insurer, a copy of any notice of cancellation, nonrenewal or material change in coverage from that existing on the date of this Agreement, (iv) forthwith, notice of any cancellation or nonrenewal of coverage by any Credit Party, and (v) at least ten (10) days prior to expiration of any policy of insurance, evidence of renewal of such insurance upon the terms and conditions herein required.

(e)In the event any Credit Party fails to maintain the insurance coverage required by this Agreement, Agent may purchase insurance at Credit Parties’ expense to protect Agent’sinterests in the Collateral.This insurance may, but need not, protect such Credit Party’s interests.The coverage purchased by Agent may not pay any claim made by such Credit Party or any claim that is made against such Credit Party in connection with the Collateral.Such Credit Party may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that such Credit Party has obtained insurance as required by this Agreement.If Agent purchases insurance for the Collateral, Credit Parties will be responsible for the costs of that insurance to the fullest extent provided by law, including interest and other charges imposed by Agent in connection with the placement of the insurance, until the effective date of the cancellation or expiration of the insurance.The costs of the insurance may be added to the Obligations.The costs of the insurance may be more than the cost of insurance such Credit Party is able to obtain on its own.

Section4.5Compliance with Laws and Material Contracts.Each Credit Party will comply, and cause each Subsidiary to comply, with the requirements of all applicable Laws (including all Healthcare Laws) and Material Contracts, except to the extent that failure to so comply could not reasonably be expected to (a) have a Material Adverse Effect, or (b) result in any Lien (other than a Permitted Lien) upon either (i) a material portion of the assets of any such Person in favor of any Governmental Authority, or (ii) any Collateral which is part of the Borrowing Base (other than, in each case, any Permitted Lien).

Section4.6InspectionofProperty,BooksandRecords.EachCreditPartywillkeep,and will cause each Subsidiary to keep, proper books of record substantially in accordance with GAAP in whichfull,true andcorrectentriesinall material respectsshall bemade of all dealingsandtransactionsin relation to its business and activities; and will permit, and will cause each Subsidiary to permit, during normal business hours, at the sole cost of the applicable Credit Party or any applicable Subsidiary, representatives of Agent to visit and inspect any of their respective properties, to examine and make abstracts or copies from any of their respective books and records, to conduct a collateral audit and analysis of their respective operations and the Collateral, to evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that Agent considersadvisable,toverifythe amount andageof theAccounts,theidentityandcredit of the respective Account Debtors, to review the billing practices of Credit Parties and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants as often as may reasonably be desired.In the absence of an Event of Default which is continuing, (i) such inspections and audits shall be conducted at Credit Parties’ expense no more often than two (2) times every twelve (12) months, and (ii) Agent exercising any rights pursuant to this Section 4.6 shall give the applicable Credit Party or any applicable Subsidiary commercially reasonable prior notice of such exercise. No notice shall be required during the existence and continuance of any Default or Event of Default.

Section4.7UseofProceeds.BorrowersshallusetheproceedsoftheRevolvingLoans solely for (a) payment of transaction fees incurred in connection with the Financing Documents, (b) the payment on the Closing Date of the Credit Extensions (as defined in the Existing Credit Agreement) and accrued and



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outstanding interest with respect thereto, as set forth in the Loan Disbursement statement entered into between Borrower and Agent on the date hereof, and (c) for working capital needs of Borrowers and their Subsidiaries.No portion of the proceeds of the Loans will be used for family, personal, agricultural or household use.No portion of the proceeds of the Loans will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for purchasing or carrying Margin Stock or for any other purpose that entails a violation of, or that is inconsistent with, theprovisions of the regulations of the Board of Governors of the Federal Reserve System, including Regulation T, U, or X of the Federal Reserve Board.

Section4.8 [Reserved].

Section4.9 NoticesofMaterialContracts,LitigationandDefaults.

(a)(i) Credit Parties shall promptly (but in any event within five (5) Business Days) provide written notice to Agent after any Credit Party or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract, in each case where such amendment, consent, waiver or other modification is adverse toAgent or Lenders or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof.

(b)Credit Parties shall promptly (but in any event within five (5) Business Days) provide written notice to Agent (i) upon any Credit Party or any Responsible Officer thereof becoming aware of the existence of any Default or Event of Default, (ii) of any strikes or other labor disputes pending or, to any Credit Party’s knowledge, threatened against any Credit Party, in each case, that could reasonably be expected to have a Material Adverse Effect, (iii) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual PropertyrightsofothersthatcouldreasonablybeexpectedtohaveaMaterialAdverseEffect,and (iv) ofallreturns,recoveries,disputesandclaimsthatwouldreasonablybeexpectedtoresultinliability of more than $[*] in the aggregate. Credit Parties represent and warrant that Schedule 4.9 setsforth acompletelist of allmattersexistingas of the ClosingDatefor whichnoticeisrequiredunder this Section 4.9(b).

(c)Each Credit Party shall provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above and any notice given in respect of a Regulatory Reporting Event.From the date hereof and continuing through the termination of this Agreement, each Credit Party shall make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceedinginstituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Section4.10 HazardousMaterials;Remediation.

(a)If any release or disposal of Hazardous Materials shall occur or shall have occurred on any real property or any other assets of any Credit Party, such Credit Party will cause, or direct the applicable Credit Party to cause, the prompt containment and removal of such Hazardous Materials and the remediation of such real property or other assets as is necessary to comply with all Environmental Laws for which failure to take such action would reasonably be expected to result in a Material Adverse Effect.Without limiting the generality of the foregoing, each Credit Party shall, and shall cause each other Credit



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Party to, comply with each Environmental Law requiring the performance at any real property by any Credit Party of activities in response to the release or threatened release of a Hazardous Material where failure to do so could reasonably be expected have a Material AdverseEffect.

(b)Credit Parties will provide Agent within thirty (30) days after written demand therefor with a bond, letter of credit or similar financial assurance evidencing to the reasonable satisfaction of Agent that sufficient funds are available to pay the cost of removing, treating and disposing of any Hazardous Materials or Hazardous Materials Contamination as required by Environmental Law and discharging any assessment which may be established on any property as a result thereof, such demand to be made, if at all, upon Agent’s reasonable business determination that the failure to remove, treat or dispose of any such Hazardous Materials or Hazardous Materials Contamination, or the failure to discharge any such assessment could reasonably be expected to have a Material Adverse Effect.

Section4.11 FurtherAssurances;Joinder.

(a)Each Credit Party will, and will cause each Subsidiary to, at its own cost and expense,promptlyanddulytake,execute,acknowledgeanddeliverallsuchfurtheracts,documentsand assurances as may from time to time be necessary or as Agent or the Required Lenders may from timeto timereasonablyrequest in orderto carry outtheintent and purposes ofthe FinancingDocumentsand the transactions contemplated thereby, including all such actions to (i) establish, create, preserve,protect and perfect a first priority Lien (other than in respect of Excluded Perfection Assets and subject only to Permitted Liens) in favor of Agent for itself and for the benefit of the Lenders on the Collateral (including Collateral acquired after the date hereof), and (ii) unless Agent shall agree otherwise in writing,causeall SubsidiariesofCredit Parties (otherthan RestrictedForeign Subsidiaries)tobejointly andseverallyobligatedwiththeotherCreditPartiesunderallcovenantsandobligationsunderthis Agreement, including the obligation to repay the Obligations.

(b)Upon receipt of an affidavit of an authorized representative of Agent or a Lender as to the loss, theft, destruction or mutilation of any Note or any other Financing Document which is not of public record, and, in the case of any such mutilation, upon surrender and cancellationof such Note or other applicable Financing Document, Borrowers will issue, in lieu thereof, a replacementNoteorotherapplicableFinancingDocument,datedthedateofsuchlost,stolen,destroyed or mutilated Note or other Financing Document in the same principal amount thereof and otherwise of like tenor.

(c)Credit Parties shall timely and fully pay and perform its obligations under all material leases and other agreements with respect to each leased location where any material Collateral or any Collateral upon which any Borrowing Base is calculated is or may be located.

(d)Credit Parties shall provide Agent with at least ten (10) Business Days (or such shorter period as Agent may accept in its sole discretion) prior written notice of its intention to create(or to the extent permitted under this Agreement, acquire) a new Subsidiary.Upon the formation (or to the extent permitted under this Agreement, acquisition) of a new Subsidiary, Credit Parties shall promptly (and in any event within thirty (30) days of such creation or acquisition): (i) pledge, have pledged or cause or have caused to be pledged to Agent pursuant to a pledge agreement in form and substance satisfactory to Agent, all of the outstanding Equity Interests of such new Subsidiary owned directly or indirectly by any Credit Party (except to the extent constituting Excluded Property), along with undated stock or equivalent powers for such certificates, executed in blank; (ii) unless Agent shall agree otherwise in writing, cause the new Subsidiary (other than Restricted Foreign Subsidiaries) totake such other actions (including entering into or joining any Security Documents) as are necessary or advisable in the reasonable opinion of Agent in order to grant Agent, acting on behalf of the Lenders, a first priority Lien (subject to Permitted Liens) on all real and personal property (in the case of the perfection of the Liens granted subject to the Excluded Perfection Assets) of such Subsidiary in existence as of such date and in all after acquired property(in each



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case,other thanExcluded Property), which first priority Liens are required to be granted pursuant to this Agreement; (iii) unless Agent shall agree otherwise in writing, cause such new Subsidiary (other than Restricted Foreign Subsidiaries) to either (at the election of Agent) become a Borrower hereunder with joint and several liability for all obligations of Borrowers hereunder and under the other Financing Documents pursuant to a joinder agreement or other similar agreement in form and substance satisfactory to Agent or to become a Guarantor of the obligations of Borrowers hereunder and under the other Financing DocumentspursuanttoaguarantyandsuretyshipagreementinformandsubstancesatisfactorytoAgent;and

(iv) cause the new Subsidiary (other than Restricted Foreign Subsidiaries) to deliver certified copies of such Subsidiary’s certificate or articles of incorporation, together with good standing certificates, by-laws (or other operating agreement or governing documents), resolutions of the Board of Directors or other governingbody,approvingandauthorizingtheexecutionanddeliveryoftheSecurityDocuments, incumbency certificates and to execute and/or deliver such other documents and legal opinions or totake such other actions as may be requested by Agent, in each case, in form and substance satisfactoryto Agent (the requirements set forth in clauses (i)-(iv), collectively, the “Joinder Requirements”); provided that the Credit Parties shall not be permitted to make any Investment in such Subsidiary until such time as the Credit Parties have satisfied the Joinder Requirements with respect to such Subsidiary.

Section4.12 Reserved.

Section 4.13 PowerofAttorney.EachoftheauthorizedrepresentativesofAgentishereby irrevocablymade,constitutedandappointedthetrueandlawfulattorneyforCreditParties(without requiringanyofthemto act as such) withfullpower of substitution,exercisableonly upontheoccurrence and during the continuance of an Event of Default, to do the following:(a) endorse the name of Credit Parties upon any and all checks, drafts, money orders, and other instruments for the payment of money that are payable to Credit Parties and constitute collections on Credit Parties’ Accounts; (b) so long as Agent has provided not less than three (3) Business Days’ prior written notice to any Credit Party to perform the same and such Credit Party has failed to take such action, execute in the name of Credit Parties any schedules, assignments, instruments, documents, and statements that Credit Parties are obligatedtogiveAgentunderthisAgreement;(c)takeanyactionCreditPartiesarerequiredtotakeunder this Agreement; (d) so long as Agent has provided not less than three (3) Business Days’ prior written notice to any Credit Party to perform the same and such Credit Party has failed to take such action, do such other and further acts and deeds in the name of Credit Parties that Agent may deem necessary or desirable to enforce any Account or other Collateral or perfect Agent’s security interest or Lien in any Collateral; and (e) do such other and further acts and deeds in the name of Credit Parties that Agent may deem necessary or desirable to enforce its rights with regard to any Account or other Collateral.This power of attorney shall be irrevocable and coupled with an interest.

Section4.14 BorrowingBaseCollateralAdministration.

(a)A copy of all data and other information relating to Accounts shall at all times be kept by Credit Parties, at their respective principal offices and shall not fail to be available at such principal offices without obtaining the prior written consent of Agent, which consent shall not be unreasonably withheld, conditioned or delayed.

(b)Borrowers shall provide prompt written notice to each Person who either is currently an Account Debtor or becomes an Account Debtor at any time following the date of this Agreement that directs each Account Debtor to make payments into the Lockbox, and herebyauthorizes Agent, upon Borrowers’ failure to send such notices within ten (10) days after the date ofthis Agreement (or ten (10) days after the Person becomes an Account Debtor), to send any and all similar notices to such Person.Agent reserves the right to notify Account Debtors that Agent has been granted a Lien upon all Accounts.



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(c)Borrowers will conduct a Inventory counts (and at least one of such counts in each fiscal year shall be a physical count) in the Ordinary Course of Business and at such other times (including physical counts of the Inventory) upon Agent’s written request, which unless an Event of Default has occurred and is continuing such Inventory counts at Agent’s request shall be no more than twice during fiscal year, and Borrowers shall provide to Agent a written accounting of such Inventory count in form and substance satisfactory to Agent.Each Borrower will use commercially reasonable efforts to at all times keep its Inventory in good and marketable condition.In addition to the foregoing, from time to time, Agent may require Borrowers to obtain and deliver to Agent appraisal reports inform and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market values of all or any portion of Inventory owned by each Borrower or any Subsidiaries; provided that if no Event of Default has occurred and is continuing, such appraisal of Inventory shall be conducted not more often than once a year.

Section4.15ScheduleUpdates.Borrowershall,intheeventofanyinformationinthe Schedule 3.19, Schedule 5.14, Schedule 9.2(b) or Schedule 9.2(d) becoming outdated, inaccurate, incomplete or misleading, deliver to Agent, together with the next quarterly Compliance Certificate required to be delivered under this Agreement after such event a proposed update to such Schedule correcting all outdated, inaccurate, incomplete or misleading information.

Section4.16 IntellectualPropertyandLicensing.

(a)Together with each Compliance Certificate required to be delivered pursuant to Section 4.1(i) with respect to the last month of a fiscal quarter to the extent (i) any Credit Party or Subsidiary acquires and/or develops any new Registered Intellectual Property, (ii) any Credit Party or Subsidiary enters into or becomes bound by any additional material in-bound license or sublicense agreement, any additional exclusive out-bound license or sublicense agreement or other material agreement with respect to rights in Intellectual Property (other than over-the-counter software, software that is commercially available to the public and open source licenses), or (iii) there occurs any other material change in any Credit Party’s or Subsidiary’s Registered Intellectual Property, material in-bound licenses or sublicenses or exclusive out-bound licenses or sublicenses from that listed on Schedule 3.19together with such Compliance Certificate, deliver to Agent an updated Schedule 3.19reflecting such updated information.With respect to any updates to Schedule 3.19involving exclusive out-boundlicenses or sublicenses, such licenses shall be consistent with the definitions of and limitations herein pertaining to Permitted Licenses.

(b)If Credit Parties obtain any Registered Intellectual Property (other than Intellectual Property registered in a jurisdiction outside the United States to the extent the perfection of a securityinterestinsuch foreignregistered IntellectualPropertywouldrequireaction outside ofthe United States), Credit Parties shall promptly notify Agent and promptly execute such documents and providesuch other information (including, without limitation, copies of applications) and take such other actions as Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest (subjectto Permitted Liens) in favor of Agent,forthe ratable benefit of Lenders, in such Registered Intellectual Property.

(c)Without limiting Section 4.16(d), Credit Parties and their Subsidiaries shall use commerciallyreasonablesteps totake such steps as Agent reasonablyrequeststoobtainthe consent of,or waiver by, any person whose consent or waiver is necessary for (x) all material licenses or material agreements to be deemed “Collateral” and for Agent to have a security interest in it that might otherwise berestrictedorprohibitedbyLaworbythetermsofanysuchmateriallicenseoragreement,whethernow existing or entered into in the future, and (y) Agent to have the ability in the event of a liquidation of any



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Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Financing Documents.

(d)Credit Parties and each Subsidiary thereof shall own, or be licensed to use or otherwise have the right to use, all Material Intangible Assets, subject to Permitted Liens.Credit Parties shall cause all Registered Intellectual Property to be duly and properly registered, filed or issued in the appropriate office and jurisdictions for such registrations, filings or issuances, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.Credit Parties and their Subsidiaries shall at all times conduct its business without material infringement or material claim of infringement of any valid Intellectual Property rights of others.Credit Parties shall, and shall cause their Subsidiaries to, (i) protect, defend and maintain the validity and enforceability of its Material Intangible Assets(ii)promptlyadviseAgentinwritingofmaterialinfringementsofitsMaterialIntangibleAssets,or of a material claim of infringement by Credit Parties on the Intellectual Property rights of others, in each case to the extent Credit Parties have received writtennotice from a third partythereof; and (iii) not allow any of Credit Parties’ Material Intangible Assets to be abandoned, invalidated, forfeited or dedicated tothe public or to become unenforceable.Credit Parties shall not become a party to, nor become bound by, any material license or other agreement with respect to which any Credit Party is the licensor or licensee (other than in-bound licenses of over-the-counter software and other software that is commercially available to the public and open source licenses) that prohibits or otherwise restricts Credit Party from granting a security interest in Credit Party’s interest in such license or agreement or other property.

Section4.17 RegulatoryCovenants.

(a)Credit Parties shall have, and shall ensure that it and each of its Subsidiaries has, each necessary Permit and other material rights from, and have made all necessary declarations andfilings with, all applicable Governmental Authorities, all self-regulatory authorities and all courts and other tribunals necessary to engage in all material respects in the ownership, management and operationof the business or the assetsof any Credit Party and Subsidiaries thereof and Credit Parties shall take, and causeeachof their Subsidiariestotake,suchreasonableactionstoensurethat noGovernmental Authority has taken action to limit, suspend or revoke any such Permit.Credit Parties shall ensure, and cause each of their Subsidiaries to ensure, that all such necessary Permits are valid and in full force and effect and Credit Parties and their Subsidiaries are in material compliance with the terms and conditions of all Permits, except where failure to do so would not reasonably be expected to have a Material Adverse Effect.

(b)In connection with the development, testing, manufacture, marketing or sale of each andanymaterialProductbyanyCreditPartyoranySubsidiarythereof,eachCreditPartyshallhave, and shall have caused each of its Subsidiaries to have, obtained and comply in all material respects with allmaterial Regulatory Required Permits at alltimes issued or requiredtobe issued by any Governmental Authority, specifically including the FDA, with respect to such development, testing, manufacture, marketing or sales of such Product by such Credit Party or its Subsidiaries as such activities are at any such time being conducted by such Credit Party or its Subsidiaries.

(c)Except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect, Credit Parties will, and will cause their Subsidiaries to, timely file or caused to be timely filed (after giving effect to any extension duly obtained), all material notifications, reports, submissions, material Permit renewals and reports required by applicable Healthcare Laws (which reports will be materially accurate and complete in all material respects and not misleading in any materialrespect and shall not remain open or unsettled).

ARTICLE5-NEGATIVECOVENANTS



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EachCreditPartyagreesthat:

Section5.1 Debt;ContingentObligations.

(a)No Credit Party will, or will permit any Subsidiary to, directly or indirectly, create,incur, assume, guarantee or otherwise become or remain directly or indirectly liable withrespect to, any Debt, except for Permitted Debt.

(b)No Credit Party will, or will permit any Subsidiary to, directly or indirectly, create, assume, incur or suffer to exist any Contingent Obligations, except for Permitted Contingent Obligations.

(c)No Credit Party will, or will permit any Subsidiary to, directly or indirectly, purchase, redeem, defeaseor prepay any principal of,premium, if any, interest or other amount payable in respect of any Debt prior to its scheduled date for payment (except (i) with respect tothe Obligations permitted under this Agreement, (ii) for Capital Lease obligations, (iii) for intercompany debt obligations (except (i) to the extent otherwise prohibited by this Agreement and (ii) if an Event of Default has occurred and is continuing, except for any intercompany debt owing by a Credit Party toany entity that is not a Credit Party) and (iv) for Subordinated Debt solely to the extent permitted by Section 5.5).

Section5.2Liens.NoCreditPartywill,orwillpermitanySubsidiaryto,directlyor indirectly, create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except for Permitted Liens.

Section5.3Distributions.No Credit Party will, or will permit any Subsidiary to, directly or indirectly, declare, order, pay, make or set apart any sum for any Distribution, except for Permitted Distributions.

Section5.4Restrictive Agreements.No Credit Party will, or will permit any Subsidiary to, directlyorindirectly(a)enterintoorassumeanyagreement(otherthan(A)theFinancingDocuments,

(B) any agreements for purchase money debt and Capital Leases permitted under clause (c) of the definition of Permitted Debt, or (C) customary restrictions and conditions contained in agreementsrelating to the sale or other disposition of a Subsidiary or assets pending such sale or other disposition, provided,that, such restrictions and conditions apply only to the Subsidiary or assetsthat are to be sold or otherwise disposed of and such sale or other disposition is permitted hereunder)) prohibiting the creation orassumptionofanyLienuponitspropertiesorassets,whethernowownedorhereafteracquired,or

(b) create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind (except as provided by the Financing Documents) on the ability of any Subsidiary to:(i) pay or make Distributions to any Credit Party or any Subsidiary; (ii) pay any Debt owed to any CreditPartyoranySubsidiary;(iii)makeloansoradvancestoanyCreditPartyoranySubsidiary;or

(iv)transfer any of its property or assets to any Credit Party or any Subsidiary, in each case under this Section 5.4 other than (A) reasonable and customary anti-assignment provisions contained in licenses, contracts and other agreements so long as such anti-assignment provisions do not cause such licenses, contracts or other agreements to constitute Excluded Property, (B) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital Leases, and other secured Debt permitted by this Agreement, so long as those restrictions or conditions apply only to the property or assets securing that Debt; and (C) customary provisions in leases and other contracts restricting the assignment thereof.

Section5.5 PaymentsandModificationsofSubordinatedDebt.

(a)No Credit Party will, or will permit any Subsidiary to, directly or indirectly (i) declare, pay, make or set aside any amount for payment in respect of Subordinated Debt, except for payments made infull compliance with and expresslypermitted under the Subordination Agreement, or



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(ii) amend or otherwise modify the terms of any Subordinated Debt, except for amendments or modifications made in full compliance with the Subordination Agreement.

Section 5.6 Consolidations,MergersandSalesofAssets;ChangeinControl. NoCredit Party will, or will permit any Subsidiary to, directly or indirectly:

(a)consolidateormergeoramalgamatewithorintoanyotherPersonother than(i) consolidations or mergers among Borrowers so long as in any consolidation or merger involving Rigel, Rigel is the surviving entity, (ii) consolidations or mergers among a Guarantor and a Borrower so long as the Borrower is the surviving entity, (iii) consolidations or mergers among Guarantors, (iv) consolidations or mergers among Subsidiaries that are not Credit Parties, (v) so long as no Event of Default has occurred and is continuing, dissolutions or liquidations of Restricted Foreign Subsidiariesso long as any assets of such dissolved or liquidated Person are transferred to a Credit Party, and (vi) consolidation or mergers in connection with any Permitted Acquisition so long in any merger or consolidation involving a Borrower or Guarantor, such Borrower or Guarantor, as applicable, is the surviving entity and for any consolidation or merger involving Rigel, Rigel is the surviving entity; or

(b)makeorconsummateanyAssetDispositionsotherthanPermittedAsset

Dispositions.

Section5.7Purchase of Assets, Investments.No Credit Party will, or will permit any Subsidiary to, directly or indirectly:

(a)make any Investment (including for the avoidance of doubt, any additional Investment in any Subsidiary and any Acquisition) other than Permitted Investments and Permitted Acquisitions;

(b)without limiting clause (a) above, acquire any other assets other than Permitted Investments or otherwise (i) in the Ordinary Course ofBusiness, (ii) constituting capital expenditures,

(iii) constituting replacement assets purchased with proceeds of property insurance policies, awards or other compensation with respect to any eminent domain, condemnation or similar proceeding and for which the requirements set forth in this Agreement have been satisfied and (iv) any acquisition by a Credit Party of assets of any other Credit Party to the extent not otherwise prohibited by Article 5 ofthis Agreement;

(c)engageinorestablishanyjointventureorpartnershipwithanyotherPerson; or

(d)without limiting the foregoing, no Credit Party shall, nor will any Credit Party permit any Subsidiary to, purchase or carry Margin Stock.

Section5.8Transactions with Affiliates.No Credit Party will, or will permit any Subsidiary to,directlyorindirectly,enterintoor permit toexist anytransaction(includingthepurchase,sale,leaseor exchange of any property or the rendering of any service) with any Affiliate of any Credit Party or any Subsidiary thereof, except for (a) transaction disclosed on Schedule 5.8on the Closing Date, (b) transactionsthat areintheOrdinaryCourse of Business uponfair andreasonableterms,and,ineachcase, whichcontaintermsthat are noless favorabletothe applicable Credit Partyor any Subsidiary,asthe case may be, than those which might be obtained from a third party not an Affiliate of any Credit Party, (c) transactions among Credit Parties that are not otherwise prohibited by this Agreement and transactions that are expressly permitted by this Agreement to be conducted between Affiliates, (d) transactions constituting (i) issuances of Subordinated Debt to investors and (ii) issuance of Equity interests (otherthanDisqualifiedEquityInterests),ineachcase,nototherwiseincontraventionofthisAgreement,and (e) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and



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other benefit plans and indemnification arrangements approved by the relevant board of directors, board managers or equivalent corporate bodyin the Ordinary Course of Business).

Section5.9Modification of Organizational Documents.No Credit Party will, or will permit any Subsidiary to, directly or indirectly, amend or otherwise modify any Organizational Documents of such Person, except for Permitted Modifications.

Section5.10Modification of Certain Agreements.No Credit Party will, or will permit any Subsidiaryto, directlyorindirectly,amend or otherwise modify any MaterialContract, whichamendment or modification in any case: (a) is contrary to the terms of this Agreement or any other Financing Document; (b) would reasonably be expected to be materially adverse to the rights, interests or privileges of Agent or the Lenders or their ability to enforce the same; or (c) could reasonably be expected to result in a Material Adverse Effect.

Section5.11Conduct of Business.No Credit Party will, or will permit any Subsidiary to, directly or indirectly, engage in any line of business other than those businesses engaged in on theClosing Date described onSchedule 5.11 andbusinesses reasonably relatedthereto.No Credit Party will, or will permit any Subsidiary to, other than in the Ordinary Course of Business, change its normal billing payment and reimbursement policies and procedures with respect to its Accounts in any material respect (including, without limitation, the amount and timing of finance charges, fees and write-offs).

Section5.12 [Reserved].

Section5.13Limitation on Sale and Leaseback Transactions.No Credit Party will, or will permit any Subsidiary to, directly or indirectly, enter into any arrangement with any Person whereby, in a substantially contemporaneous transaction, any Credit Party or any Subsidiaries sells or transfers all or substantially all of its right, title and interest in an asset and, in connection therewith, acquires or leases back the right to use such asset.

Section5.14 DepositAccountsandSecuritiesAccounts;PayrollandBenefitsAccounts.

(a)No Credit Party will, directly or indirectly, establish any new Deposit Account or Securities Account (other than an Excluded Account) unless such Credit Party and the bank,financial institution or securities intermediary at which the account is to be opened enter into a Deposit Account Control Agreement or Securities Account Control Agreement prior to or concurrently with the establishment of such Deposit Account or Securities Account.Without limiting the foregoing, Credit Parties shall ensure that each Deposit Account or Securities Account of a Credit Party (other than Excluded Accounts) is subject to a Deposit Account Control Agreement or Securities Account Control Agreement, as applicable.

(b)Credit Parties represent and warrant that Schedule 5.14(as updated by the Compliance Certificate delivered to Agent from time to time after the Closing Date) lists all of the Deposit Accounts and Securities Accounts of each Credit Party and Subsidiary as of the Closing Date and as of the date on which each Compliance Certificate is delivered.

(c)At all times that any Obligations remain outstanding, Borrower shall maintain one ormore separate Deposit Accountsto hold any and all amounts to be usedfor payroll, payroll taxes and other employee wageand benefitpayments,and shall not commingle anymoniesallocatedfor such purposes with funds in any other Deposit Account; provided, however, that the aggregate balance in such accounts does not exceed the amount necessary to make the immediately succeeding payroll, payroll tax or benefit



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payment (or such minimum amount as may be required by any requirement ofLaw with respect to such accounts).

Section5.15CompliancewithAnti-TerrorismLaws.AgentherebynotifiesCreditParties that pursuant to the requirements of Anti-Terrorism Laws, and Agent’s policies and practices, Agent is required to obtain, verify and record certain information and documentation that identifies Credit Parties and their principals, which information includes the name and address of each Credit Party and its principalsandsuchotherinformationthatwillallowAgenttoidentifysuchpartyinaccordancewith Anti-Terrorism Laws.No Credit Party will, or will permit any Subsidiary to, directly or indirectly, knowingly enter into any contracts or agreements or otherwise engage in transactions directly orindirectly with or related to any Blocked Person or any Person listed on the OFAC Lists or anySanctioned Country.Each Credit Party shall immediately notify Agent if such Credit Party has knowledge that any Borrower, any additional Credit Party or any of their respective Affiliates or agents actingor benefitinginanycapacityinconnectionwiththe transactions contemplatedbythis Agreementis or becomes a Blocked Person or (a) is convicted on, (b) enters into a settlement agreement with a U.S. government agency, (c) pleads nolo contendere to, (d) is indicted on, or (e) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering, Anti-Terrorism Laws or exportcontrollaws.NoCreditPartywill,orwillpermitanySubsidiaryto,directlyorindirectly, (i) conduct any business or engage in any transaction or dealing directly or indirectly with or related toany Blocked Person or Sanctioned Country, including, without limitation, the making or receiving of any contribution of funds, goods or services to or for the benefit of any Blocked Person or SanctionedCountry, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to Executive Order No. 13224, any similar executive order or other Anti-Terrorism Law,or (iii) engageinor conspiretoengage inanytransactionthat evadesor avoids,or hasthe purposeof evadingor avoiding,or attemptstoviolate,any of the prohibitionssetforthinExecutive Order No. 13224 or other Anti-Terrorism Law.

Section5.16Change in Accounting.No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, (i) make any significant change in accounting treatment or reporting practices, except as required by GAAP or required to be GAAP compliant or (ii) change the fiscal year or method for determining fiscal quarters of any Credit Party or of any Consolidated Subsidiary.

Section5.17InvestmentCompanyAct.NoCreditPartyshall,norshallitpermitany Subsidiary to, directly or indirectly, engage in any business, enter into any transaction, use any securities or take any other action or permit any of its Subsidiaries to do any of theforegoing, that would cause it or any ofitsSubsidiariesto becomesubjecttotheregistrationrequirementsofthe Investment Company Act, by virtue of being an “investment company” or a company “controlled” by an “investment company” not entitled to an exemption within the meaning of the Investment Company Act.

Section5.18Agreements Regarding Receivables.No Credit Party may backdate, postdate or redate any of its invoices except as necessary to correct errors with respect to such invoice.No Credit Partymaymake any saleson extended dating orcredit termswith respecttoEligible Accountsor Eligible Foreign Accounts beyond that customary in such Credit Party’s industry and consented to in advance by Agent.In addition to the Borrowing Base Certificate to be delivered in accordance with this Agreement, Borrower Representative shall notify Agent promptly upon any Borrower’s learning thereof, in the event any Eligible Account or Eligible Foreign Account becomes ineligible for any reason, other than the aging of such Account, and of the reasons for such ineligibility.Borrower Representative shall also notify Agent promptly of all material disputes and claims with respect to the Accounts of any Borrower, and such Borrower will settle or adjust such material disputes and claims at no expense to Agent; provided, however, no Borrower may, without Agent’s consent, grant (a) any discount, credit or allowance inrespect of its Accounts (i) which is outside the Ordinary Course of Business or (ii) which discount, credit or allowance exceeds an amount equal to $[*] in the aggregate with respect to any individual Account of (b) any materially adverse extension,



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compromise or settlement to any customer or account debtor with respect to any then Eligible Account or Eligible Foreign Account.Nothing permitted by this Section 5.16, however, may be construed to alter in any the criteria for Eligible Accounts, EligibleForeign Accounts or Eligible Inventory provided in Section 1.1.

Section5.19 RestrictedForeignSubsidiaries.

(a)No Credit Party shall permit the aggregate fair market value of all assets (including cash and Cash Equivalents) held by Restricted Foreign Subsidiaries to exceed $[*] (orthe equivalent thereof in any foreign currency), in the aggregate, at any time.

(b)No Credit Party shall make any Asset Disposition to or Investment in any RestrictedForeign Subsidiary otherthanInvestmentsof cashandCashEquivalents permittedto be made pursuant to clause (i) of the definition of “Permitted Investment”.

(c)No Credit Party will, or will permit any Subsidiary to, commingle any of its assets(includinganybankaccounts,cashor CashEquivalents) withtheassetsofany Personother thana Credit Party and (ii) no Credit Party will permit any Restricted Foreign Subsidiary to commingle any of its assets (including any bank accounts, cash or Cash Equivalents) with the assets of a Credit Party.

(d)No Credit Party shall permit any Restricted Foreign Subsidiary to own, or have an exclusive license in respect of, any Material Intangible Assets or other material Intellectual Property.

ARTICLE6–FINANCIALCOVENANTS

Section6.1MinimumTAVALISSENetRevenue.Commencing onthe firstTestingDate after the occurrence of a TAVALISSE Net Revenue Trigger Event and on each Testing Date thereafter during a TAVALISSE Net Revenue Testing Period, Borrower shall not permit TAVALISSE NetRevenueforthetwelve(12)monthperiodimmediatelypreceding(andendingon)suchTestingDatetobe less than $[*].

Section6.2Minimum Liquidity.Borrower shall not permit, at any time, Liquidity to be less than $[*].

Section6.3EvidenceofCompliance.BorrowersshallfurnishtoAgent,asrequiredby Section 4.1, a Compliance Certificate as evidence of (a) monthly cash and Cash Equivalents, as of the Testing Date for which such Compliance Certificate delivered of (x) Borrowers, (y) Credit Parties takenas a whole, and (z) Restricted Foreign Subsidiaries, (b) as applicable, Borrowers’ compliance with the covenants in this Article, and (c) that no Event of Default specified in this Article has occurred.The Compliance Certificate shall include, without limitation, (i) a statement and report, in form and substance reasonably satisfactory to Agent, detailing Borrowers’ calculations, and (ii) if requested by Agent, back-updocumentation(including,withoutlimitation,bankstatements,invoices,receiptsandotherevidenceof costs incurred during such month as Agent shall reasonably require) evidencing the propriety of the calculations.A breach of a financial covenant contained in this Article 6 shall be deemed to have occurred as of the last day of any specified Defined Period, regardless of when the financial statements reflecting such breach are delivered to Agent.

ARTICLE7–CONDITIONS

Section7.1Conditions to Closing.The obligation of each Lender to make the initial Loans on the Closing Date shall be subject to the receipt by Agent of each agreement, document and instrument set forth on the closing checklist attached hereto as Exhibit F, each in form and substance satisfactory to Agent, and such other closing deliverables reasonably requested by Agent and Lenders, and to the satisfaction of the following conditions precedent, each to the satisfaction of Agent and Lenders in their reasonable discretion:



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(a)the receipt by Agent of executed counterparts of this Agreement and the other Financing Documents;

(b)thepaymentofallfees,expensesandotheramountsdueandpayableunder each Financing Document, including the Reaffirmation Agreement;

(c)since December 31, 2025, the absence of any Material Adverse Effect, or any event or condition which would reasonably be expected to result in a Material Adverse Effect;

(d)thereceiptoftheinitialBorrowingBaseCertificate,preparedasoftheClosing

Date;

(e)ExistingAgenthasreceivedtheClosingDateRepayment;and

(f)Agent shall have completed a reasonably satisfactory field exam and all other necessary or reasonably desirable audits and appraisals with respect to Borrowing Base Collateral, the results of which are reasonably satisfactory to Agent and Lenders.

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.

Section7.2Conditions to Each Loan.The obligation of the Lenders to make a Loan or an advance in respect of any Loan (including the initial Loans), is subject to the satisfaction of the following additional conditions:

(a)inthecaseofeachborrowingofRevolvingLoans,receiptbyAgentofaNotice of Borrowing and an updated Borrowing Base Certificate;

(b)thefactthat,immediatelyaftersuchborrowingandafterapplicationofthe proceeds thereof, the Revolving Loan Outstandings will not exceed the Revolving Loan Limit;

(c)thefactthat,immediatelybeforeandaftersuchadvance,noDefaultorEventof Default shall have occurred and be continuing;

(d)the fact that the representations and warranties of each Credit Party containedin 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 aspecific earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such specific earlier date; provided, however, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;

(e)thefactthatnoMaterialAdverseEffecthasoccurredsincethedateofthis

Agreement.

Each giving of a Notice of Borrowing hereunder and each acceptance by any Borrower of the proceeds of any Loanmadehereunder shall be deemedto be arepresentation andwarrantyby each Credit Party on the date of such notice or acceptance as to the facts specified in this Section.



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Section7.3Searches.Before the Closing Date, and thereafter (as and when determined by Agent in its discretion), Agent shall have the right to perform, all at Borrowers’ expense, the searches describedinclauses(a),(b),and(c)belowagainstBorrowersandanyotherCreditParty,theresultsof which are to be consistent with Credit Parties’ representations and warranties under this Agreement and thesatisfactoryresultsofwhichshallbeacondition precedenttoalladvancesofLoanproceeds:(a)UCC searcheswiththeSecretaryofStateofthejurisdictioninwhichtheapplicablePersonisorganized; (b) judgment,pendinglitigation,federal taxlien, personal propertytaxlien,andcorporateand partnership tax lien searches, in each jurisdiction searched under clause (a) above; and (c) searches of applicable corporate, limited liability company, partnership and related records to confirm the continued existence, organization and good standing of the applicable Person and the exact legal name under which such Person is organized.

Section7.4Post-Closing Requirements.Unless Agent shall otherwise consent in writing, Credit Parties shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance reasonably satisfactory to Agent.

ARTICLE 8 – RESERVED

ARTICLE9–SECURITYAGREEMENT

Section9.1Generally. As security for the payment and performance of the Obligations, and without limiting any other grant of a Lien and security interest in any Security Document, each Credit Party hereby assigns, grants and pledges to Agent, for the benefit of itself and Lenders, and, subject only toPermittedLiens that mayhave priorityasamatter ofapplicableLaw,acontinuingfirst priorityLienon and security interest in, upon, and to the property and assets set forth on Schedule 9.1 attached hereto and made a part hereof.

Section9.2 RepresentationsandWarrantiesandCovenantsRelatingtoCollateral.

(a)The security interest granted pursuant to this Agreement constitutes a validand, to the extent such security interest is required to be perfected (except in respect of Excluded Perfection Assets) by this Agreement and any other Financing Document, continuing perfected security interest in favor of Agent in all Collateral subject, for the following Collateral, to the occurrence of the following:(i) in the case of all Collateral in which a security interest may be perfected by filing a financing statement under the UCC, the completion of the filings and other actions specified on Schedule9.2(b)ontheClosingDate(which,inthe caseof allfilingsandother documentsreferredtoon such schedule, have been delivered to Agent in completed and duly authorized form), (ii) with respectto any Deposit Account for which Deposit Account Control Agreements are required pursuant to this Agreement, the execution of Deposit Account Control Agreements and with respect to any Securities Accounts for which Securities Account Control Agreements are required pursuant to this Agreement, the execution of Securities Account Control Agreements, (iii) in the case of letter-of-credit rights that are not supporting obligations of Collateral, the execution of acontractual obligation granting controlto Agent over such letter-of-credit rights, (iv) in the case of electronic chattel paper, the completion of all steps necessary to grant control to Agent over such electronic chattel paper, (v) in the case of all certificated stock, debt instruments and investment property, the delivery thereof to Agent of such certificated stock, debt instruments and investment property consisting of instruments and certificates,in each case properly endorsed for transfer to Agent or in blank, (vi) in the case of all investment property not in certificated form, the execution of control agreements with respect to such investment property and (vii) in the case of all other instruments and tangible chattel paper that are not certificated stock, debt instructions or investment property, the delivery thereof to Agent of such instruments and tangible chattel paper.Such security interest shall be prior to all other Liens on the



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Collateral exceptforPermittedLiens.ExcepttotheextentnotrequiredpursuanttothetermsofthisAgreement,all actions by each Credit Party necessary or desirable to protect and perfect the Lien granted hereunder on the Collateral have been duly taken.

(b)Schedule 9.2(b)(as updated by the Compliance Certificates delivered to Agent from time totime after the Closing Date) setsforth (i) each chief executive officeand principal place of business of each Credit Party and each of their respective Subsidiaries, and (ii) all of the addresses (including all warehouses) at which any of the Collateral is located and/or books and records of Credit Partiesregarding any Collateral or any of Credit Party’s assets, liabilities, business operations or financial condition are kept, which such Schedule 9.2(b)indicates in each case which Credit Parties have Collateral and/or books and records located at such address, and, in the case of any such address not owned by one or more of the Credit Parties, indicates the nature of such location (e.g., leased business location operated by Credit Parties, third party warehouse, consignment location, processor location, etc.) and the name and address of the third party owning and/or operating such location.

(c)WithoutlimitingthegeneralityofSection3.2,exceptasindicatedon Schedule 3.19with respect to any rights of any Credit Party as a licensee under any license of Intellectual Property owned by another Person, and except for the filing of financing statements under the UCC, no authorization, approval or other action by, and no notice to or filing with, any Governmental Authority orconsent ofanyotherPerson isrequiredfor(i)thegrant byeachCreditParty to Agent of the security interests and Liens in the Collateral provided for under this Agreement and the other Security Documents (if any), or (ii) the granting of the security interest or the exercise by Agentof its rights and remedies withrespect tothe Collateralprovidedfor underthis Agreementand the other Security Documents or under any applicable Law, including the UCC and neither any such grant of Liensinfavor of Agent orexerciseofrightsbyAgentshall violateor causeadefault underanymaterial agreement between any Credit Party and any other Person relating to any such Collateral, including any license to which a Credit Party is a party, whether as licensor or licensee, with respect to any material Intellectual Property, whether owned by such Credit Party or any other Person.

(d)As ofthe Closing Date,exceptasset forth on Schedule 9.2(d)andexcept tothe extent constituting Excluded Perfection Assets, no Credit Party has any ownership interest in any Chattel Paper (as defined in Article 9 of the UCC), letter of credit rights, commercial tort claims, Instruments, documents or investment property (in each case, other than Excluded Perfection Assets or Equity Interests in any Subsidiaries of such Credit Party disclosed on Schedule 3.4), and Credit Parties shall give notice to Agent promptly (but in any event not later than the delivery by Credit Parties of the next quarterly Compliance Certificate required pursuant to Section 4.1 above) upon the acquisition by any Credit Party of any such Chattel Paper, letter of credit rights, commercial tort claims, Instruments, documents, investment property, in each case, other than Excluded Perfection Assets.No Person other than Agent or (if applicable) any Lender has “control” (as defined in Article 9 of the UCC) over any Deposit Account, investment property (including Securities Accounts and commodities account), letter of credit rights or electronic chattel paper in which any Credit Party has any interest (except for such control arising by operation of law in favor of any bank or securities intermediary or commodities intermediary with whom any Deposit Account, Securities Account or commodities account of Credit Partiesis maintained).

(e)Credit Parties shall not take any of the following actions or make any of the following changes unless Credit Parties have given at least ten (10) days prior written notice to Agentof Credit Parties’ intention to take any such action (which such written notice shall include an updated version of any Schedule impacted by such change) and have executed any and all documents, instruments and agreements and taken any other actions which Agent may request after receiving such written notice in order to protect and preserve the Liens, rights and remedies of Agent with respect tothe Collateral:(i) change the legal



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name or organizational identification number of any Credit Party as it appears in official filings in the jurisdiction of its organization, (ii) change the jurisdiction of incorporation or formation of any Borrower or Credit Party or allow any Borrower or Credit Party to designate any jurisdiction as an additional jurisdiction of incorporation for such Borrower or Credit Party, or change the type of entity that it is; provided that in no event shall a Credit Party organized under the laws of the United States or any state thereof be reorganized under the laws of a jurisdiction other thantheUnitedStatesor anyStatethereof or (iii)changeits chief executiveoffice,principal place ofbusiness,orthelocationofitsbooksandrecordsormoveanyCollateralwithavalueinexcessof $[*] or any Collateral upon which a Borrowing Base is calculated to or place any Collateral with a value in excess of $[*] or any Collateral upon which a Borrowing Base is calculated on any location that is not then listed on the Schedules, as updated from time to time pursuant to the terms of this Agreement, and/or establish (other than Collateral that is in transit or out for repair) any business location at any location that is not then listed on the Schedules.

(f)Without limiting the generality of this Agreement or any other provisions of any of the Financing Documents relating to the rights of Agent after the occurrence and during the continuance of an Event of Default, Agent shall have the right at any time after the occurrence and duringthe continuanceof an Event of Default to:(i) exercisetherights of CreditParties withrespect to the obligation of any Account Debtor to make payment or otherwise render performance to Credit Partiesand with respecttoany property thatsecures the obligations ofany Account Debtor or any other Person obligated on the Collateral, and (ii) adjust, settle or compromise the amount or payment of such Accounts.

(g)WithoutlimitingthegeneralityofSections9.2(c)and9.2(e):

(i)Credit Parties shall deliver to Agent all tangible Chattel Paper and all Instruments and documents (other than any Excluded Perfection Assets) owned by any Credit Party and constituting part of the Collateral duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Agent.Credit Parties shall provide Agent with “control” (as defined in Article 9 of the UCC) of all electronic ChattelPaper(otherthanExcludedPerfection Assets)ownedbyanyCreditPartyandconstituting part of the Collateral by having Agent identified as the assignee on the records pertaining to the singleauthoritative copythereof and otherwisecomplying withtheapplicable elements of control set forth in the UCC.Credit Parties also shall deliver to Agent all security agreements securing any such Chattel Paper and securing any such Instruments (other than Excluded Perfection Assets).At Agent’s request Credit Parties will mark conspicuously all such Chattel Paper and all such Instruments and documents (other than Excluded Perfection Assets) with a legend, in form and substance satisfactory to Agent, indicating that such Chattel Paper and such instruments and documentsaresubjecttothesecurityinterests andLiensinfavorofAgentcreatedpursuanttothis Agreement and the Security Documents.Credit Parties shall comply with all the provisions of Section 5.14 with respect to the Deposit Accounts and Securities Accounts of Credit Parties.

(ii)Credit Parties shall deliver to Agent all letters of credit (except to the extent constituting an Excluded Perfection Asset) on which any Credit Party is the beneficiaryand which give rise to letter of credit rights owned by such Credit Party which constitute part of the Collateral in each case duly endorsed and accompanied by duly executed instruments of transfer or assignment, all in form and substance satisfactory to Agent.Except with respect to Excluded Perfection Assets, Credit Parties shall take any and all actions as may be necessary or desirable, or that Agent may request, from time to time, to cause Agent to obtain exclusive “control” (as defined in Article 9 of the UCC) of any such letter of credit rights in a manner acceptable to Agent.



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(iii)Credit Parties shall promptly advise Agent upon any Credit Party becoming aware that it has any interests in any commercial tort claim (except to the extent constituting an Excluded Perfection Asset), which such notice shall include descriptions of the events and circumstances giving rise to such commercial tort claim and the dates such events and circumstances occurred,thepotential defendants with respect such commercialtort claim and any court proceedings that have been instituted with respect to such commercial tort claims, and Credit Parties shall, with respect to any such commercial tort claim, execute and deliver to Agent such documents as Agent shall request to perfect, preserve or protect the Liens, rights and remedies of Agent with respect to any such commercial tort claim.

(iv)Unless Agent shall otherwise consent, Credit Parties shall obtain (or solely with respect to locations of contract manufacturers, Credit Parties shall use commercially reasonable efforts to obtain) a landlord’s agreement, mortgagee agreement, or bailee agreement,as applicable, from the lessor of each leased property, the mortgagee of owned property or the warehouseman, consignee, bailee at any business location, in each case, located in the United States and (a) which is a Credit Party’s chief executive office or (b) where (i) any portion of the Collateral included in or proposedto be includedin the Borrowing Base, or (ii) any portion of the Collateral with a value in excess of $[*], is located (other than in the case of this clause (ii) any clinical trial sites), in each case, which agreement or letter shall be reasonably satisfactory in form and substance to Agent. In no event shall the Credit Parties maintain tangible Collateral (other than Inventory with contract manufacturers and Inventory in transit in the Ordinary Course of Business) with a value in excess of $[*] outside of the United States without Agent’sprior consent.

(v)Credit Parties shall cause all material Equipment and other material tangible personal property other than Inventory to be maintained and preserved in the same condition, repair and in working order as when new, ordinary wear and tear excepted, and shall promptly make or cause to be made all repairs, replacements and other improvements in connection therewith that are reasonably necessary or desirable to such end.Upon request of Agent, Credit Parties shall promptly deliver to Agent any and all certificates of title, applications for title or similar evidence of ownership of all such tangible personal property (other than Excluded Perfection Assets) and shall cause Agent to be named as lienholder on any such certificate of title or other evidence of ownership.Credit Parties shall not permit any suchtangible personal property to become fixtures to real estate unless such real estate is subject to a Lien in favor of Agent.

(vi)Each Credit Party hereby authorizes Agent to file without the signatureof such Credit Party one or more UCC financing statements relating to liens on personal property relating to all or any part of the Collateral, which financing statements may list Agent as the “secured party” and such Credit Party as the “debtor” and which describe and indicate the collateral covered thereby as all or any part of the Collateral under the Financing Documents (including an indication of the collateral covered by any such financing statement as “all assets” of such Borrower now owned or hereafter acquired) in such jurisdictions as Agent from time to time determines are appropriate, and to file without the signature of such Credit Party any continuations of or corrective amendments to any such financing statements, in any such case in order for Agent to perfect, preserve or protect the Liens, rights and remedies of Agent withrespect to the Collateral.Each Credit Party also ratifies its authorization for Agent to have filedin any jurisdiction any initial financing statements or amendments thereto if filedprior to the date hereof.

(vii)As of the Closing Date, no Credit Party holds, and after the Closing Date Credit Parties shall promptly notify Agent in writing upon creation or acquisition by any Credit Partyof, any Collateral which constitutesa claim against any Governmental Authority, including, without limitation, the federal government of the United States or any instrumentality or agency thereof, the



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assignment of which claim is restricted by any applicable Law, including, without limitation, the federal Assignment of Claims Act and any other comparable Law.Upon the request of Agent, Credit Parties shall take such steps as may be necessary or desirable, or that Agent may request, to comply with any such applicable Law.

(viii)Credit Parties shall furnish to Agent from time to time any statementsand schedules further identifying or describing the Collateral and any other information, reportsor evidence concerning the Collateral as Agent may reasonably request from time to time.

ARTICLE10-EVENTSOFDEFAULT

Section10.1Events of Default.For purposes of the Financing Documents, the occurrence of any of the following conditions and/or events, whether voluntary or involuntary, by operation of law or otherwise, shall constitute an “Event of Default”:

(a)(i) any Credit Party shall fail to pay when due any principal or interest when due, (ii) any Credit Party shall fail to pay any premium or fee under any Financing Document or any other amount payable under any Financing Document within three (3) Business Days after such Obligations and due and payable (which three (3) Business Day grace period shall not apply to payments due on the Maturity Date or the date of acceleration pursuant to Section 10.2), or (ii) there shall occur any default in the performance of or compliance with any of the following sections or articles of thisAgreement: Section2.11,Section4.1,Section4.2(b),Section4.4(c),Section4.6,Section 4.9(a), Section 4.9(b)(i), Section 4.11, Section 4.15, Section 4.16, Section 4.17, Article 5, Article 6, or

Section 7.4;

(b)any Credit Party defaults in the performance of or compliance with any term contained in this Agreement or in any other Financing Document (other than occurrences described in other provisions of this Section 10.1 for which a different grace or cure period is specified or for which no grace or cure period is specified and thereby constitute immediate Events of Default) and such default is not remedied by the Credit Party or waived by Agent within thirty (30) days after the earlierof (i) receipt by Borrower Representative of notice from Agent or Required Lenders of such default, or

(ii) actual knowledge of any Responsible Officer of the Borrower or any other Credit Party of such default;

(c)any written representation, warranty, certification or statement made by any Credit Party or any other Personin any Financing Document or in anycertificate,financial statement or other document delivered pursuant to any Financing Document is incorrect in any respect (or in any material respect if such representation, warranty, certification or statement is not by its terms already qualified as to materiality) when made (or deemed made);

(d)(i) failure of any Credit Party to pay when due or within any applicable grace period any principal, interest or other amount on Debt(other than the Loans), or the occurrence of any breach, default, condition or event with respect to any Debt (other than the Loans), if the effect of such failureor occurrenceistocauseor topermit theholderor holders of anysuchDebt,ortocause,Debt or other liabilities having an aggregate principal amount in excess of $[*] to become or be declared due prior to its stated maturity, or (ii) without limiting the foregoing, the occurrence of any breach or defaultunderanytermsorprovisionsofanySubordinatedDebtDocumentorunderanyagreement subordinating the Subordinated Debt to all or any portion of the Obligations or the occurrence of any event requiring (or that would allow the holders thereof to require) the prepayment or mandatory redemption of any Subordinated Debt;

(e)any Credit Party or any Subsidiary of a Credit Party shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law or any analogous procedure or step is takeninanyother



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jurisdiction) now or hereafter ineffect or seekingthe appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, orshall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due, or shall take any corporate action to authorize the foregoing;

(f)an involuntary caseor other proceedingshallbe commencedagainst any Credit Party or any Subsidiary of a Credit Party seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of forty-five (45) days; or an order for relief shall be entered against any Credit Party or any Subsidiary of a Credit Party under applicable federal bankruptcy, insolvency orother similar law in respect of (i) bankruptcy, liquidation, winding-up, dissolution or suspension of general operations, (ii) composition, rescheduling, reorganization, arrangement or readjustment of, or otherrelieffrom,orstayofproceedingstoenforce,someorallofthedebtsorobligations,or (iii) possession, foreclosure, seizure or retention, sale or other disposition of, or other proceedings to enforce security over, all or any substantial part of the assets of such Credit Party or Subsidiary;

(g)(i) institution of any steps by any Person to terminate a Pension Plan if as a result of such termination any Credit Party or any member ofthe Controlled Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan,in excess of $[*], (ii) a contribution failure occurs with respect to any Pension Plan sufficient to give risetoaLien under Section 303(k) of ERISA or Section430(k)ofthe Code or aneventoccursthat could reasonably be expected to give rise to a Lien under Section 4068 of ERISA, or (iii) there shall occur any withdrawal or partial withdrawal from a Multiemployer Plan and the withdrawal liability (without unaccrued interest) to Multiemployer Plans as a result of such withdrawal (including any outstanding withdrawal liability that any Credit Party or any member of the Controlled Group have incurred on the date of such withdrawal) exceeds $[*];

(h)there is entered against any Credit Party or any Subsidiary thereof (i) one or more judgments or orders for the payment of money or fines or penalties issued by any Governmental Authority involving in the aggregate a liability (not fully covered or paid by insurance as to which the relevant insurance company has acknowledged coverage) of $[*] or more, or (ii) one or more non-monetary judgments that have, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case (i) or (ii), (A) enforcement proceedings are commenced by any creditor or any such Governmental Authority, as applicable, upon such judgment, order,penaltyorfine,asapplicable,or(B)suchjudgment,order,penaltyorfine,asapplicable,shallnot have been vacated,discharged, stayed orbonded, as applicable, pending appealwithin 30 daysfrom the entry or issuance thereof;

(i)except solely as a result of any action or inaction of Agent or any Lenders (provided that such action or inaction is not caused by a Credit Party’s failure to comply with the terms

of the Financing Documents), any Lien created by any of the Security Documents shall at any time fail to constitute a valid and perfected Lien on all of the Collateral purported to be encumbered thereby, subject to no prior or equal Lien except Permitted Liens, or any Credit Party shall so assert;

(j)the institution by any Governmental Authority of criminal proceedings against any Credit Party;



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(k)[reserved];

(l)[reserved];

(m)theoccurrenceofaMaterial AdverseEffect;

(n)(i) the voluntary withdrawal, material Recall or cessation of production (other than any temporary cessation of production or any limited voluntary withdrawal in the ordinary course of business) of any material Product or material Product category from the market, or the institution of any action or proceeding by the FDA or similar Governmental Authority to order the withdrawal or Recall of any material Product or material Product category from the market or to enjoin any Credit Party, its Subsidiaries or any representative of any Credit Party or its Subsidiaries from manufacturing, marketing, selling or distributing any such material Product or material Product category, in each case, in the United States or in any state thereof, (ii) the institution of any action or proceeding by FDA oranyotherGovernmentalAuthoritytorevoke,suspend,reject,withdraw,limit,orrestrictanyRegulatory Required Permit held by any Credit Party, its Subsidiaries or any representative of Borrower or its Subsidiaries, which, in each case or in the aggregate, has or could reasonably be expected to result in Material Adverse Effect, (iii) the commencement of any enforcement action against any Credit Party,itsSubsidiaries or any representativeofanyCredit Party oritsSubsidiaries (withrespecttothe business of any Credit Party or its Subsidiaries) by FDA or any other Governmental Authority which has orcould reasonably be expected to result in a Material Adverse Effect, or (iv) the occurrence of adverse test results in connection with a Product, which, in each case or in the aggregate, has or couldreasonably be expected to result in Material Adverse Effect;

(o)any Credit Party materially defaults under or materially breaches any Material Contract (after any applicable grace period contained therein and such default or breach is not effectively and permanently cured or waived by the applicable counterparties to such Material Contract within ten (10) Business Days of the occurrence of such default or breach), or a Material Contract shall be terminated by a third party or parties party thereto prior to the expiration thereof which termination could reasonably be expected to have a Material Adverse Effect, or there is a loss of a material right ofa Credit Party under any Material Contract to which it is a party;

(p)theoccurrenceofaChangeinControl;or

(q)any of the Financing Documents shall for any reason fail to constitute the valid and bindingagreementofany partythereto, oranyCreditPartyshallsoassert,ineachcase,unless such Financing Document terminates pursuant to the terms and conditions thereof without any breach or default thereunder by any Credit Party thereto.

AllcureperiodsprovidedforinthisSection10.1shallrunconcurrentlywithanycureperiod provided for in any applicable Financing Documents under which the default occurred.

Section 10.2 Acceleration and Suspension or Termination of Revolving Loan Commitment . UpontheoccurrenceandduringthecontinuanceofanEventofDefault,Agentmay,andshallif

requested by Required Lenders, (a) by notice to Borrower Representative suspend or terminate the Revolving Loan Commitment and the obligationsof Agent and the Lenders withrespectthereto,in whole or in part (and, if in part, each Lender’s Revolving Loan Commitment shall be reduced in accordancewith its Pro Rata Share), and/or (b) by notice to Borrower Representative declare all or any portion of the Obligations to be, and the Obligations shall thereupon become, immediately due and payable, with accrued interest thereon, without presentment, demand, protest or other notice of any kind, all of whichare hereby waived by each Credit Party



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and Credit Parties will pay the same; provided, however, that in the case of any of the Events of Default specified in Section 10.1(e) or 10.1(f) above, without any noticeto any Credit Party or any other act by Agent or the Lenders, the Revolving Loan Commitment and the obligations of Agent and the Lenders with respect thereto shall thereupon immediately and automatically terminate andall ofthe Obligations shall becomeimmediately andautomatically due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party and Credit Parties will pay the same.

Section10.3 UCCRemedies.

(a)Upon the occurrence of and during the continuance of an Event of Default under this Agreement or the other Financing Documents, Agent, in addition to all other rights, options, andremediesgrantedtoAgentunderthis Agreementor atlaworinequity,may exercise, eitherdirectly or through one or more assignees or designees, all rights and remedies granted to it under all Financing Documents and under the UCC in effect in the applicable jurisdiction(s) and under any other applicable law; including, without limitation:

(i)the right to take possession of, send notices regarding, and collectdirectly the Collateral, with or without judicial process;

(ii)the right to (by its own means or with judicial assistance) enter any of CreditParties’premisesandtakepossessionoftheCollateral,orrenderitunusable,ortorenderit usableorsaleable,ordisposeoftheCollateralonsuchpremisesincompliancewithsubsection

(iii)belowandtotakepossessionofCreditParties’originalbooksandrecords,toobtainaccessto Credit Parties’ data processing equipment, computer hardware and software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner Agent deems appropriate, without any liability for rent, storage, utilities, or other sums, andCreditPartiesshallnotresistorinterferewithsuchaction(ifCreditParties’booksandrecordsare prepared or maintained by an accounting service, contractor or other third party agent, Credit Partiesherebyirrevocablyauthorize such service,contractor or other agent, uponnotice by Agent to such Person that an Event of Default has occurred and is continuing, to deliver to Agent or its designees such books and records, and to follow Agent’s instructions with respect to further services to be rendered);

(iii)the right to require Credit Parties at Credit Parties’ expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Lender;

(iv)the right to notify postal authorities to change the address for delivery of Credit Parties’ mail to an address designated by Agent and to receive, open and dispose of allmail addressed to any Credit Party; and/or

(v)the right to enforce Credit Parties’ rights against Account Debtors and other obligors, including, without limitation, (i) the right to collect Accounts directly in Agent’s own name (as agent for Lenders) and to charge the collection costs and expenses, including documentedout-of-pocketattorneys’fees,toCreditParties,and(ii)theright,inthenameof

Agent or any designee of Agent or Credit Parties, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation, verification of Credit Parties’ compliance with applicable Laws.Credit Parties shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process.Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Credit Parties’ affairs, all of which contacts Credit Parties hereby irrevocably authorize.



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

(c)Without restricting the generality of the foregoing and for the purposes aforesaid, each Credit Party hereby appoints and constitutes Agent its lawful attorney-in-fact with full power of substitution in the Collateral, upon the occurrence and during the continuance of an Event of Default, to (i) use unadvanced funds remaining under this Agreement or which may be reserved, escrowed or set aside for any purposes hereunder at any time, or to advance funds in excess of the face amount of the Notes, (ii) pay, settle or compromise all existing bills and claims, which may be Liens or security interests, or to avoid such bills and claims becoming Liens against the Collateral, (iii) execute all applications and certificates in the name of such Credit Party and to prosecuteand defend all actions or proceedings in connection with the Collateral, and (iv) do any and every act which such Credit Party might do in its own behalf; it being understood and agreed that this power of attorney in this subsection (c)shallbeapowercoupledwithaninterest andcannotberevoked.

(d)Upon the occurrence and during the continuance of an Event of Default,subject to anyright of anythirdpartiesand/or anyagreement betweenanyBorrower and anythird party to the extent not granted or entered into in contravention of the terms of this Agreement, Agent andeach Lender is hereby granted a non-exclusive, royalty-free license or other right to use, upon the occurrence and during the continuance of an Event of Default, without charge, Credit Parties’ labels, mask works, rights of use of any name, any other Intellectual Property and advertising matter, and any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Agent’s exercise of its rights under this Article, Credit Parties’ rights under all licenses (whether as licensor or licensee) and all franchise agreements inure to Agent’sandeachLender’sbenefit,subjecttoanyrightsofthirdpartylicensorsorlicensees,as applicable.

Section10.4Protective Payments.If any Credit Party fails to pay or perform any covenant or obligation under this Agreement or any other Financing Document, Agent may pay or perform such covenant or obligation, and all amounts so paid by Agent are Protective Advances and immediately due and payable, constituting principal and bearing interest at the then highest applicable rate for the Loans hereunder, and secured by the Collateral.No such payments or performance by Agent shall be construed as an agreement to make similar payments or performance in the future or constitute Agent’s waiver of any Event of Default. Without limiting the foregoing, each Lender and Borrower hereby authorizesAgent, without the necessity of



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any notice or further consent from any Lender, from time to time prior toa Default, to make any Protective Advance with respect to any Collateral or the Financing Documents which may be necessary to protect the priority, validity or enforceability of any lien on, and security interest in, any Collateral and the instruments evidencing or securing the obligations of Borrower under the Financing Documents.Credit Parties agree to pay on demand all Protective Advances.The Lenders must reimburse Agent for any Protective Advances (in accordance with their Pro Rata Shares) to the extent not reimbursed by Credit Parties.

Section10.5Default Rate of Interest.At the election of Agent or Required Lenders, after the occurrence of an Event of Default and for so long as it continues, the Loans and other Obligations shall bear interest at rates that are [*] ([*]%) per annum in excess of therates otherwise payable under this Agreement; provided, however, that in the case of any Event of Default specified in Section 10.1(e)or 10.1(f) above, such default rates shall apply immediately and automatically without the need for any election or action of any kind on the part of Agent or any Lender.

Section10.6Setoff Rights.During the continuance of any Event of Default, each Lender is hereby authorized by each Credit Party at any time or from time to time, with reasonably prompt subsequent notice to such Credit Party (any prior or contemporaneous notice being hereby expressly waived) to set off and to appropriate and to apply any and all (a) balances held by such Lender or any of such Lender’s Affiliates atany ofits offices for the account of such Credit Partyor any of its Subsidiaries (regardless of whether such balances are then due to such Credit Party or its Subsidiaries), and (b) other property at any time held or owing by such Lender to or for the credit or for the account of such Credit Party or any of its Subsidiaries, against and on account of any of the Obligations (other than inchoate indemnification obligations for which no claim has yet been made); except that no Lender shall exercise any such right without the prior written consent of Agent.Any Lender exercising a right to set off shall purchase for cash (and the other Lenders shall sell) interests in each of such other Lender’s Pro RataShare of the Obligations as would be necessary to cause all Lenders to share the amount so set off with each other Lender in accordance with their respective Pro Rata Share of the Obligations.Each Credit Party agrees, to the fullest extent permitted by law, that any Lender and any of such Lender’s Affiliates may exercise its right to set off with respect to the Obligations as provided in this Section 10.6.

Section10.7 ApplicationofProceeds.

(a)Notwithstanding anything to the contrary contained in this Agreement, uponthe occurrence and during the continuance of an Event of Default, each Credit Party irrevocably waives the right to direct the application of any and all payments at any time or times thereafter received by Agent from oronbehalf ofsuchBorrower orany Guarantor ofall orany partoftheObligations,and,as between Credit Parties on the one hand and Agent and Lenders on the other, Agent shall have the continuing and exclusive right to apply and to reapply any and all payments received by Agent against the Obligations in such manner as Agent may deem advisable notwithstanding any previous application by Agent.

(b)Following the occurrence and during the continuance of an Event of Default, but absent the occurrence and continuance of an Acceleration Event, Agent shall apply any and all payments received by Agent in respect of the Obligations, and any and all proceeds of Collateral received by Agent, in such order as Agentmay from time to time elect.

(c)Notwithstanding anything to the contrary contained in this Agreement, if an Acceleration Event shall have occurred, and so long as it continues, Agentshall apply any and all payments received by Agentin respect of the Obligations, and any and all proceeds of Collateral received by Agent, in the following order:first, to all fees, costs, indemnities, liabilities, obligations, and expenses incurred by or owing to Agent with respect to this Agreement, the other Financing Documents or the Collateral and all Protective Advances and all accrued and unpaid interest due in respect of Protective Advances; second, to



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all fees, costs, indemnities, liabilities, obligations and expenses incurred by or owing to any Lender with respect to this Agreement, the other Financing Documents or the Collateral; third, to accrued and unpaid interest on the Obligations (including any interest which, but for the provisions of the Bankruptcy Code, would have accrued on such amounts); fourth, to the principal amount of the Obligations outstanding; and fifth to any other indebtedness or obligations of Credit Parties owing to Agent or any Lender under the Financing Documents. Any balance remaining shall be delivered to Credit Parties or to whomever may be lawfully entitled to receive such balance or as a courtofcompetentjurisdiction may direct.In carrying outthe foregoing, (y) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category, and (z) each of the Persons entitled to receive a payment in any particular category shall receive an amount equal to its Pro Rata Share of amounts available to be applied pursuant thereto for such category.

Section10.8 Waivers.

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

(b)Each Credit Party for itself and all its successors and assigns, (i) agrees that its liability shall not be in any manner affected by any indulgence, extension of time, renewal, waiver, or modification granted or consented to by Lender and made in accordance with the terms of anyFinancing Document; (ii) consents to any indulgences and all extensions of time, renewals, waivers, or modifications that may be granted by Agent or any Lender with respect to the payment or other provisions of the Financing Documents and made in accordance with the terms of any Financing Document, and to any substitution, exchange or release of the Collateral, or any part thereof, with or without substitution, and agrees to the addition or release of any Credit Party, endorsers, guarantors, or sureties,orwhetherprimarily orsecondarilyliable, withoutnoticeto any other Credit Partyand without affecting its liability hereunder; (iii) agrees that its liability shall be unconditional and without regard to the liability of any other Credit Party, Agent or any Lender for any tax on the indebtedness; and (iv) to the fullest extent permitted by law, expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the foregoing.

(c)To the extent that Agent or any Lender may have acquiesced in any noncompliance with any requirements or conditions precedent to the closing of the Loans or to any subsequent disbursement of Loan proceeds, such acquiescence shall not be deemed to constitute a waiver by Agent or any Lender of such requirements with respect to any future disbursements of Loan proceeds and Agent or any Lender may at any time after such acquiescence require Credit Parties to comply with all such requirements.Any forbearance by Agent or Lender in exercising any right or remedy under any of the Financing Documents, or otherwise afforded by applicable law, including any failure to accelerate the maturity date of the Loans, shall not be a waiver of or preclude the exercise of any right or remedy nor shall it serve as a novation of the Notes or as a reinstatement of the Loans or a waiver of such right of



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acceleration or the right to insist upon strict compliance of the terms of the Financing Documents.Agent’s or any Lender’s acceptance of payment of any sum secured by any of the Financing Documents after the due date of such payment shall not be a waiver of Agent’s and such Lender’s right to either require prompt payment when due of all other sums so secured or to declare a default for failure to make prompt payment.The procurement of insurance or the payment of taxes or other Liens or charges by Agent as the result of an Event of Default shall not be a waiver of Agent’s right to accelerate the maturity of the Loans, nor shall Agent’s receipt of any condemnation awards, insurance proceeds, or damages under this Agreement operate to cure or waive any Credit Party’s default in payment of sums secured by any of the Financing Documents.

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

(e)Nothing contained herein or in any other Financing Document shall be construed as requiring Agent or any Lender to resort to any part of the Collateral for the satisfaction of any of Credit Parties’ obligations under the Financing Documents in preference or priority to any other Collateral,andAgentmayseeksatisfactionoutof allof theCollateral or anypartthereof,initsabsolute discretion in respect of Credit Parties’ obligations under the Financing Documents.In addition, Agent shall have the right from time to time to partially foreclose upon any Collateral in any manner and for any amounts secured by the Financing Documents then due and payable as determined by Agent in its sole discretion, including, without limitation, the following circumstances:(i) in the event any Credit Party defaults beyond any applicable grace period in the payment of one or more scheduled paymentsof principal and/or interest, Agent may foreclose upon all or any part of the Collateral to recover such delinquent payments, or (ii) in the event Agent elects to accelerate less than the entire outstanding principal balance of the Loans, Agent may foreclose all or any part of the Collateral to recover so much of the principal balance of the Loans as Lender may accelerate and such other sums secured by one or more of the Financing Documents as Agent may elect.Notwithstanding one or more partial foreclosures, any unforeclosed Collateral shall remain subject to the Financing Documents to secure payment of sums secured by the Financing Documents and not previously recovered.

(f)To the fullest extent permitted by law, each Credit Party, for itself and its successorsandassigns,waives intheeventofforeclosureofanyoralloftheCollateralanyequitable right otherwise available to any Credit Party which would require the separate sale of any of the Collateral or require Agent or Lenders to exhaust their remedies against any part of the Collateralbefore proceeding against any other part of the Collateral; and further in the event of such foreclosure each Credit Party does hereby expressly consent to and authorize, at the option of Agent, theforeclosure and sale either separately or together of each part of the Collateral.

Section10.9InjunctiveRelief.Thepartiesacknowledgeandagreethat, intheeventofa breach or threatened breach of any Credit Party’s obligations under any Financing Documents, Agent and Lenders may have no adequate remedy in money damages and, accordingly, shall be entitled to an injunction (including, without limitation, a temporary restraining order, preliminary injunction, writ of attachment, or order compelling an audit) against such breach or threatened breach, including, without limitation, maintaining any cash management and collection procedure described herein.However, no specification in this Agreement of a specific legal or equitable remedy shall be construed as a waiver or prohibition against



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any other legal or equitable remedies in the event of a breach or threatened breach of any provision of this Agreement.Each Credit Party waives, to the fullest extent permitted by law, the requirement of the posting of any bond in connection with such injunctive relief.By joining in the Financing Documents as a Credit Party, each Credit Party specifically joins in this Section as if this Section were a part of each Financing Document executed by such Credit Party.

Section10.10Marshalling; Payments Set Aside.Neither Agent nor any Lender shall be under any obligation to marshal any assets in payment of any or all of the Obligations.To the extent that any Credit Partymakesany payment or Agentenforces itsLiensor Agent, or any Lender exercisesits rightof set-off, and such payment or the proceeds of such enforcement or set-off is subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid by anyone, then to the extentof such recovery, the Obligations or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred.

ARTICLE11- AGENT

Section11.1 AppointmentandAuthorization.

(a)Each Lender hereby irrevocably appoints and authorizes Agent to enter into each of the Financing Documents to which it is a party (other than this Agreement) on its behalf and to take such actions as Agent on its behalf and to exercise such powers under the Financing Documents as are delegated to Agent by the terms thereof, together with all such powers as are reasonably incidental thereto.

(b)[reserved].

(c)Subject to the terms of Section 11.16 and to the terms of the other Financing Documents, Agent is authorized and empowered to amend, modify, or waive any provisions of this Agreement or the other Financing Documents on behalf of Lenders .

(d)The provisions of this Article 11 are solely for the benefit of Agent andLenders and neither any Borrower nor any other Credit Party shall have any rights as a third party beneficiary of any of the provisions hereof.In performing its functions and duties under this Agreement, Agent shall each act solely as agent of Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for any Borrower or any other Credit Party.

(e)Each of Agent may, upon any term or condition it specifies, delegate orexercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Financing Document by or through any agents, servicers, trustees, investment managers, employees, attorney-in-fact or any other Person (including any Lender).Any such Person shall benefit from this Article 11 to the extent provided by Agent.

Section11.2Agents and Affiliates.Agent shall have the same rights and powers under the Financing Documents as any other Lender and may exercise or refrain from exercising the same asthough it were not Agent, and Agent and their respective Affiliates may lend money to, invest in and generally engage in any kind of business with each Credit Party or Affiliate of any Credit Party as if it were not Agenthereunder.

Section11.3Action by Agents.Theduties of Agent shall bemechanical and administrativein nature.Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender.Nothing in this Agreement or any of the Financing Documents is intended to or shall be construed to impose



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upon Agent any obligations in respect of this Agreement or any of the Financing Documents except as expressly set forth herein or therein.

Section11.4Consultation with Experts.Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.

Section11.5LiabilityofAgent.NeitherAgentnoranyofits directors,officers, agents, trustees, investment managers, servicers or employees shall be liable to any Lender for any action takenor nottakenbyitinconnection withthe FinancingDocuments,exceptthat Agentshall eachbeliablewith respect to its specific duties set forth hereunder but only to the extent of its own gross negligence orwillful misconduct in the discharge thereof as determined by a final non-appealable judgment of a courtof competent jurisdiction.Neither Agent nor any of its directors, officers, agents, trustees, investment managers, servicers or employees shall be responsible for or have any duty to ascertain, inquire into or verify (a) any statement, warranty or representation made in connection with any Financing Document or any borrowing hereunder; (b) the performance or observance of any of the covenants or agreements specified in any Financing Document; (c) the satisfaction of any condition specified in any Financing Document; (d) the validity, effectiveness, sufficiency or genuineness of any Financing Document, any Lien purported to be created or perfected thereby or any other instrument or writing furnished in connection therewith; (e) the existence or non-existence of any Default or Event of Default; or (f) the financial condition of any Credit Party.Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, facsimile or electronic transmission or similar writing) believed by itto be genuine or to be signed by the proper party or parties. Agent shall not beliablefor anyapportionment or distributionof paymentsmadebyit ingoodfaith andif any such apportionment or distribution is subsequently determined to have been made in error the sole recourse of any Lender to whom payment was due but not made, shall be to recover from other Lenders any payment in excess of the amount to which they are determined to be entitled (and such other Lenders hereby agree to return to such Lender any such Erroneous Payments received by them).

Section11.6Indemnification.Each Lender shall, in accordance with its Pro Rata Share, indemnify Agent (to the extent not reimbursed by Credit Parties) upon demand against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from Agent’sgrossnegligenceorwillfulmisconductasdeterminedbyafinalnon-appealablejudgmentof a court of competent jurisdiction) that Agent may suffer or incur in connection with the Financing Documents or anyactiontaken or omitted by Agenthereunder or thereunder.If any indemnity furnished toAgentforanypurposeshall,intheopinionofAgent,beinsufficientorbecomeimpaired,Agentmay callforadditional indemnity and cease, ornotcommence, to do theacts indemnified againsteven ifso directed by Required Lenders until such additional indemnity is furnished.

Section11.7Right to Request and Act on Instructions.Agent may at any time request instructions from Lenders with respect to any actions or approvals which by the terms of this Agreement or of any of the Financing Documents Agent is permitted or desires to take or to grant, and if such instructions arepromptlyrequested, Agent shall beabsolutelyentitled torefrainfrom taking any action or towithholdanyapproval andshall not beunder any liabilitywhatsoever toanyPersonfor refrainingfrom any action or withholding any approval underany of the Financing Documentsuntilitshall havereceived such instructions from Required Lenders or all or such other portion of the Lenders as shall be prescribed by this Agreement.Without limiting the foregoing, no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting under this Agreement or any of the other Financing Documents in accordance with the instructions of Required Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) and, notwithstanding the instructions of Required Lenders (or such other applicable portion of the



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Lenders), Agent shall not have any obligationto take any action if it believes, in good faith, that such action would violate applicable Law or exposes Agent to any liability for which it has not received satisfactory indemnification in accordance with the provisions of Section 11.6.

Section11.8CreditDecision.EachLenderacknowledgesthatithas,independentlyand without reliance upon Agent or any other Lender, and based on such documents and information as it has deemed appropriate,made its own credit analysis and decisionto enter into this Agreement.Each Lender also acknowledges that it will, independently and without reliance upon Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Financing Documents.

Section11.9Collateral Matters.Lenders irrevocably authorize Agent, at its option and in its discretion, to (a) release any Lien granted to or held by Agent under any Security Document (i) upon termination of the Revolving Loan Commitment and payment in full of all Obligations (other than inchoate indemnification obligations for which no claim has yet been made); or (ii) constituting property sold or disposed of as part of or in connection with any disposition permitted under any Financing Document (it being understood and agreed that Agent may conclusively rely without further inquiry on a certificate of a Responsible Officer as to the sale or other disposition of property being made in full compliance with the provisions of the Financing Documents); and (b) subordinate any Lien granted to or held by Agent under any Security Document to a Permitted Lien that is allowed to have priority over the Liens grantedtoor heldbyAgent pursuant tothe definitionof “PermittedLiens”.Uponrequest by Agent at any time, Lenders will confirm Agent’s authority torelease and/or subordinateparticular types or items of Collateral pursuant to this Section 11.9.Upon the reasonable request of Borrowers and at their sole cost andexpense,Agentagreestoexecuteanddeliver and/or authorizethefilingof all documents,ineach case in form and substance reasonably satisfactory to Agent, to evidence such termination or release of Collateral or Credit Party and to deliver to Credit Parties any such Collateral held by Agent hereunder.

Section11.10AgencyforPerfection.Agent andeachLender herebyappointeach other Lender as agent for the purpose of perfecting Agent’s security interest in assets which, in accordance with the Uniform Commercial Code in any applicable jurisdiction, can be perfected by possession or control. Should any Lender (other than Agent) obtain possession or control of any such assets, such Lender shall notify Agentthereof,and,promptly upon Agent’s requesttherefor,shall deliversuch assetsto Agentorin accordancewith Agent’sinstructions ortransfer control to Agentin accordancewithAgent’sinstructions. Each Lender agrees that it will not have any right individually to enforce or seek to enforce any Security DocumentortorealizeuponanyCollateral fortheLoanunlessinstructedtodosobyAgent(or consented tobyAgent),itbeingunderstoodandagreedthatsuchrightsandremediesmaybeexercisedonlyby Agent.

Section11.11Notice of Default.Agentshall not be deemed tohaveknowledge or notice of the occurrence of any Default or Event of Default except with respect to defaults in the payment of principal, interest andfees requiredtobe paidtoAgent for the account of Lenders,unless Agent shall have received written notice from a Lender or a Credit Party referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.Agent will notify each Lender of its receipt of any such notice.Agent shall take such action with respect to such Default or Event of Default as may be requested by Required Lenders (or all or such other portion of the Lenders as shall be prescribed by this Agreement) in accordance with the terms hereof.Unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interestsof Lenders.

Section11.12 AssignmentbyAgent;ResignationofAgent;SuccessorAgent.



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(a)Agent may at any time assign its rights, powers, privileges and dutieshereunderto(i)anotherLenderoranAffiliateofAgentoranyLenderoranyApprovedFund,or

(ii) any Eligible Assignee to whom Agent, in its capacity as a Lender, has assigned (or will assign, in conjunction with such assignment of agency rights hereunder) [*]% or more of its Loan, in each case without the consent of the Lenders or Credit Parties.Following any such assignment, Agent shall endeavor to give notice to the Lenders and Borrowers.Failure to give such notice shall not affect such assignment in any way or cause the assignment to be ineffective.An assignment by Agent pursuant to this subsection (a) shall not be deemed a resignation by Agent for purposes of subsection (b) below.

(b)Without limiting the rights of Agent to designate an assignee pursuant to subsection (a) above, Agent may at any time give notice of its resignation to the Lenders andBorrowers.Upon receipt of any such notice of resignation, Required Lenders shall have the right to appoint a successor Agent which successor Agent shall be an Eligible Assignee.If no such successor shall have been so appointed by Required Lenders and shall have accepted such appointment within ten

(10) Business Days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders, appoint a successor Agent; provided, however, that if Agent shall notify Borrowers and the Lenders that no Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice from Agent that no Person has accepted such appointment and, from and following delivery of such notice, (i) the retiring Agent shall be discharged from its duties and obligations hereunder and under the other Financing Documents, and (ii) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each Lender directly, until such time as Required Lenders appoint a successor Agent as provided for above in this paragraph.

(c) Upon (i) an assignment permitted by subsection (a) above, or (ii) theacceptance of a successor’s appointment as Agent pursuant to subsection (b) above, such successorshall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring(or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder and under the other Financing Documents (if not already discharged therefrom as provided above in this paragraph).The fees payable by Borrowers to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrowers and such successor.After the retiring Agent’s resignation hereunder and under the other Financing Documents, the provisions of thisArticle11andSection11.12shallcontinueineffectforthebenefitofsuchretiringAgentandits sub-agentsinrespectofanyactionstakenoromittedtobetakenbyanyofthemwhiletheretiring Agent was acting or was continuing to act as Agent .

Section11.13 PaymentandSharingofPayment.

(a)RevolvingLoanAdvances,PaymentsandSettlements;InterestandFee

Payments.

(i)Agent shall have the right, on behalf of Revolving Lenders to disburse funds to Borrowers for all Revolving Loans requested or deemed requested by Borrowers pursuant to the terms of this Agreement.Agent shall be conclusively entitled to assume, for purposes of the preceding sentence, that each Revolving Lender, other than any Non-Funding Lenders, will fund its Pro Rata Share of all Revolving Loans requested by Borrowers.Each Revolving Lender shall reimburse Agent on demand, in accordance with the provisions of the immediately following paragraph, for all funds disbursed on its behalf by Agent pursuant to the first sentence of this clause (i), or if Agent so requests, each Revolving Lender will remit toAgent its Pro Rata Share of any Revolving Loan before Agent disburses the same to a Borrower. If Agent elects to require that each Revolving Lender make funds available to Agent, prior to a disbursement by Agent to a Borrower, Agent shall advise each Revolving Lender by telephone, facsimile or e-mail of the amount of such



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Revolving Lender’s Pro Rata Share of the Revolving LoanrequestedbysuchBorrowernolaterthannoon(Easterntime)onthedateoffundingof such Revolving Loan, and each such Revolving Lender shall pay Agent on such date such Revolving Lender’s Pro Rata Share of such requested Revolving Loan, in same day funds, by wire transferto the Payment Account, or such other account as may be identified by Agent to Revolving Lenders from time to time.If any Lender fails to pay the amount of its Pro Rata Share of any funds advanced by Agent pursuant to the first sentence of this clause (i) within one (1) Business Day after Agent’s demand, Agent shall promptly notify Borrower Representative, and Borrowers shall immediately repay such amount to Agent.Any repayment required by Borrowers pursuant to this Section 11.13 shall be accompanied by accrued interest thereon from and including thedatesuchamount ismadeavailableto a Borrowerto but excludingthe date of payment atthe rate of interest then applicable to Revolving Loans.Nothing in this Section 11.13 orelsewhere in this Agreement or the other Financing Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights that Agent or any Borrower may have against any Lender asa result of any default by such Lender hereunder.

(ii)On a Business Day of each week as selected from time to time by Agent, or more frequently (including daily), if Agent so elects (each such day being a “Settlement Date”), Agent will advise each Revolving Lender bytelephone,facsimileore-mail ofthe amount of each such Revolving Lender’s percentage interest of the Revolving Loan balance as of theclose of business of the Business Day immediately preceding the Settlement Date.In the event that payments are necessary to adjust the amount of such Revolving Lender’s actual percentage interest of the Revolving Loans to such Lender’s required percentage interest of the Revolving Loan balance as of any Settlement Date, the Revolving Lender from which such payment is due shall pay Agent, without setoff or discount, to the Payment Account before 1:00 p.m. (Eastern time) on the Business Day following the Settlement Date the full amount necessary to make such adjustment.Any obligation arising pursuant to the immediately preceding sentence shall be absolute and unconditional and shall not be affected by any circumstance whatsoever.In the event settlement shall not have occurred by the date and time specified in the second preceding sentence, interest shall accrue on the unsettled amount at the rate of interest then applicable to Revolving Loans.

(iii)On each Settlement Date, Agent shall advise each Revolving Lender by telephone, facsimile or e-mail of the amount of such Revolving Lender’s percentage interest of principal, interest and fees paid for the benefit of Revolving Lenders with respect to each applicable Revolving Loan, to the extent of such Revolving Lender’s Revolving Loan Exposure withrespect thereto,and shallmake payment tosuchRevolving Lender before 1:00 p.m.(Eastern time) on the Business Day following the Settlement Date of such amounts in accordance withwire instructions delivered by such Revolving Lender to Agent, as the same may be modified from time to time by written notice to Agent; provided, however, that, in the case such Revolving Lender is a Defaulted Lender, Agent shall be entitled to set off the funding short-fall against that Defaulted Lender’s respective share of all payments received from any Borrower.

(iv)On the Closing Date, Agent, on behalf of Lenders, may elect to advance to Borrowers the full amount of the initial Loans to be made on the Closing Date prior toreceiving funds from Lenders, in reliance upon each Lender’s commitment to make its Pro Rata Share of such Loans to Borrowers in a timely manner on such date.If Agent elects to advancethe initial Loans to Borrower in such manner, Agent shall be entitled to receive all interest that accrues on the Closing Date on each Lender’s Pro Rata Share of such Loans unless Agentreceives such Lender’s Pro Rata Share of such Loans before 3:00 p.m. (Eastern time) on the Closing Date.



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(v)It is understood that for purposes of advances to Borrowers made pursuanttothisSection11.13,AgentwillbeusingthefundsofAgent,andpendingsettlement,

(A) all funds transferred from the Payment Account to the outstanding Revolving Loans shall be applied first to advances made by Agent to Borrowers pursuant to this Section 11.13, and (B) all interest accruing on such advances shall be payable to Agent.

(vi)The provisions of this Section 11.13(a) shall be deemed to be binding upon Agent and Lenders notwithstanding the occurrence of any Default or Event of Default, or any insolvency or bankruptcy proceeding pertaining to any Borrower or any other Credit Party.

(b)[Reserved].

(c)ReturnofPayments.

(i)If Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by Agent from a Credit Party and such related payment is not received by Agent, then Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind, together with interest accruing on a daily basis at the Federal Funds Rate.

(ii)If Agent determines at any time that any amount received by AgentunderthisAgreementmustbereturnedtoany CreditPartyorpaidtoanyotherPersonpursuantto any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or anyother FinancingDocument, Agent will not berequiredto distribute any portion thereof to any Lender.In addition, each Lender will repay to Agent on demand any portion of such amount that Agent has distributed to such Lender, together with interest at such rate, if any, as Agent is required to pay to any Credit Party or such other Person, without setoff, counterclaim or deduction of any kind.

(d)Defaulted Lenders. The failure of any Defaulted Lender to make any payment required by it hereunder shall not relieve any other Lender of its obligations to make payment, but neither any other Lender nor Agent shall be responsible for thefailure of any Defaulted Lender tomake anypayment requiredhereunder.Notwithstanding anythingsetforthhereintothecontrary,aDefaulted Lender shall not have any voting or consent rights under or with respect to any Financing Document or constitute a “Lender” (or be included in the calculation of “Required Lenders” hereunder) for anyvoting or consent rights under or with respect to any Financing Document.

(e)Sharing of Payments.If any Lender shall obtain any payment or otherrecovery(whether voluntary, involuntary, by application of setoff or otherwise) on account ofany Loan (other than pursuant to the terms of Section 2.8(d)) in excess of its Pro Rata Share of payments entitled pursuant to the other provisions of this Section 11.13, such Lender shall purchase from the other Lenders such participations in extensions of credit made by such other Lenders (without recourse, representation or warranty) as shall be necessary to cause such purchasing Lender to share the excess payment or other recoveryratablywitheachof them;provided,however,that if all or anyportion of the excess payment or other recovery is thereafter required to be returned or otherwise recovered from such purchasing Lender, such portion of such purchase shall be rescinded and each Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of such return or recovery, without interest.Each Credit Party agrees that any Lender so purchasing a participation from another Lender pursuant to this clause (e) may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 10.6) with respect to such participation as fully as if such Lender were the direct creditor of Credit Parties in the amount of such participation).If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a



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setoff to which this clause (e) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this clause (e) to share in the benefits of any recovery on such secured claim.

Section11.14Right to Perform, Preserve and Protect.If any Credit Party fails to perform any obligation hereunder or under anyother Financing Document, Agentitself may, but shall not be obligated to, cause such obligation to be performed at Credit Parties’ expense.Agent is further authorized by the Credit Parties and the Lenders to make expenditures from time to time which Agent, in its reasonable business judgment, deems necessary or desirable to (a) preserve or protect the business conducted by the Credit Parties,theCollateral,or anyportionthereof, and/or(b) enhancethelikelihoodof,ormaximizethe amount of, repayment of the Loan and other Obligations.Each Credit Party hereby agrees to reimburse Agent on demand for any and all costs, liabilities and obligations incurred by Agent pursuant to this Section 11.14.Each Lender hereby agrees to indemnify Agent upon demand for any and all costs, liabilities and obligations incurred by Agent pursuant to this Section 11.14, in accordance with the provisions of Section 11.6.

Section11.15AdditionalTitledAgents.Exceptforrightsandpowers,ifany,expressly reserved under this Agreement to any bookrunner, arranger or to any titled agent named on the coverpage of this Agreement, other than Agent(collectively, the “Additional Titled Agents”), and except for obligations, liabilities, duties and responsibilities, if any, expressly assumed under this Agreement by any Additional Titled Agent, no Additional Titled Agent, in such capacity, has any rights, powers, liabilities, duties or responsibilities hereunder or under any of the other Financing Documents.Without limiting the foregoing, no Additional Titled Agent shall have nor be deemed to have a fiduciary relationship with any Lender.At any time that any Lender serving as an Additional Titled Agent shall have transferred to any other Person (other than any Affiliates) all of its interests in the Loan, such Lender shall be deemed to have concurrently resigned as such Additional Titled Agent.

Section11.16 Amendmentsand Waivers.

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

(b)In addition to the required signatures under Section 11.16(a), no provision of this Agreement or any other Financing Document may be amended, waived or otherwise modified unless such amendment, waiver or other modification is in writing and is signed or otherwise approved by the following Persons:

(i)ifanyamendment,waiverorothermodificationwouldincreasea Lender’s funding obligations in respect of any Loan, by such Lender; and/or

(ii)iftherightsor duties ofAgent areaffectedthereby,byAgent,

provided, however, that, in each of (i) and (ii) above, no such amendment, waiver or other modification shall,unlesssignedorotherwiseapprovedinwritingbyalltheLendersdirectlyaffectedthereby,

(A) reduce the principal of, rate of interest on or any fees with respect to any Loan or forgive any principal, interest (other thandefaultinterest)orfees (otherthanlatecharges)with respect toanyLoan;

(B) postponethe datefixedfor, or waive,anypayment (other thananymandatoryprepayment pursuant to Section 2.1(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



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any Lender hereunder; (C) change the definition of the term Required Lenders or the percentage of Lenders which shall be required for Lenders to take any action hereunder; (D) release all or substantially all of the Collateral, authorize any 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, or consent to a transfer of any of the Intellectual Property, except, in each case with respect to this clause (D), as otherwise may be provided in this Agreement ortheotherFinancingDocuments(includinginconnectionwithanydispositionpermittedhereunder);

(E) amend, waive or otherwise modify this Section 11.16(b) or the definitions of the terms used in this Section11.16(b) insofar as the definitionsaffect thesubstanceof this Section11.16(b);(F) consent tothe 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 to this Agreement; or (G) amend any of the provisions of Section 10.7 or amend anyof the definitions Pro Rata Share, Revolving Loan Commitment, Revolving Loan Commitment Amount, Revolving Loan Commitment Percentage or that provide for the Lenders to receive their Pro Rata Shares of any fees, payments, setoffs or proceeds of Collateral hereunder.It is hereby understood and agreedthat all Lenders shall be deemed directly affected by an amendment, waiver or other modification of the type described in the preceding clauses (C), (D), (E), (F) and (G) of the preceding sentence.

Section11.17 Assignmentsand Participations.

(a)Assignments.

(i)Any Lender may at anytime assignto oneormore Eligible Assignees all or any portion of such Lender’s Loan together with all related obligations of such Lender hereunder.ExceptasAgentmayotherwiseagree,theamountofanysuchassignment (determined as of the date of the applicable Assignment Agreement or, if a “Trade Date” is specified in such Assignment Agreement, as of such Trade Date) shall be in a minimumaggregate amount equal to $[*] or, if less, the assignor’s entire interests in the outstanding Loan; provided, however, that, in connection with simultaneous assignments to two or more related Approved Funds, such Approved Funds shall be treated as one assignee for purposes of determining compliance with the minimum assignment size referred to above.Credit Parties and Agent shall beentitledtocontinuetodealsolelyanddirectlywithsuchLenderinconnectionwith the interests so assigned to an Eligible Assignee until Agent shall have received and accepted an effective Assignment Agreement executed, delivered and fully completed by the applicableparties thereto and a processing fee of $3,500 to be paid by the assigning Lender; provided, however, that only one processing fee shall be payable in connection with simultaneous assignments to two or more related Approved Funds.

(ii)From and after the date on which the conditions described above have been met, (A) such Eligible Assignee shall be deemed automatically to have become a party hereto and, to the extent of the interests assigned to such Eligible Assignee pursuant to such Assignment Agreement, shall have the rights and obligations of a Lender hereunder, and (B) the assigning Lender, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its rights and obligations hereunder (other than those that survive termination pursuant to Section 13.1).Upon the request of the Eligible Assignee (and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement, each Borrower shall execute and deliver to Agent for delivery to the Eligible Assignee (and, as applicable, the assigning Lender) Notes in the aggregate principal amount of the Eligible Assignee’s Loan (and, as applicable, Notes in the principal amount of that portion of the principal amount of the Loan retained by the assigning



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Lender).Upon receipt by the assigning Lender of such Note, the assigning Lender shall return to Borrower Representative any prior Note held by it.

(iii)Agent, acting solely for this purpose as an agent of Borrower, shall maintain at the office of its servicer located in Bethesda, Maryland a copy of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Lender, and the commitments of, and principal amount of the Loan owing to, such Lender pursuant to the terms hereof (the “Register”). The entries in such Register shall be conclusive, absent manifest error, and Borrower, Agent and Lenders may treat each Person whose name is recorded therein pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,notwithstandingnoticetothecontrary.SuchRegistershallbeavailableforinspection by Borrower and any Lender, at any reasonable time upon reasonable prior notice to Agent. Each Lender that sells a participation shall, acting solely for this purpose as an agent of Borrower maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Obligations (each, a “Participant Register”). The entries in the Participant Registers shall be conclusive, absent manifest error.Each Participant Register shall be available for inspection by Borrower, Agentat any reasonable time upon reasonable prior notice to the applicable Lender; provided, that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant's interest in any commitments, loans, letters of credit or its other obligations under any Financing Document) to any Person (including Borrower) except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c)oftheUnitedStatesTreasuryRegulations.Fortheavoidanceofdoubt,Agent(initscapacity as Agent) shall have no responsibility for maintaining a Participant Register.

(iv)Notwithstanding the foregoing provisions of this Section 11.17(a) or any other provision of this Agreement, any Lender may at any time pledge or assign a securityinterest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided, however, that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a partyhereto.

(v)Notwithstanding the foregoing provisions of this Section 11.17(a) or any other provision of this Agreement, Agent has the right, but not the obligation, to effectuate assignments of Loan via an electronic settlement system acceptable to Agent as designated in writingfrom timetotimetothe Lenders byAgent (the“Settlement Service”).At any time when Agent elects, in its sole discretion, to implement such Settlement Service, each such assignment shall be effected by the assigning Lender and proposed assignee pursuant to the procedures thenin effect under the Settlement Service, which procedures shall be consistent with the other provisions of this Section 11.17(a).Each assigning Lender and proposed Eligible Assignee shall comply with the requirements of the Settlement Service in connection with effecting any assignment ofLoanpursuant to the Settlement Service.Withthepriorwritten approval of Agent, Agent’s approval of such Eligible Assignee shall be deemed to have been automatically granted with respect to any transfer effected through the Settlement Service.Assignments and assumptions of the Loan shall be effected by the provisions otherwise set forth herein until Agent notifies Lenders of the Settlement Service as set forth herein.

(b)Participations.Any Lender may at any time, without the consent of, or notice to, any Credit Party or Agent, sell to one or more Persons (other than any Credit Party or any Credit Party’s Affiliates) participating interests in its Loan, commitments or other interests hereunder (anysuch Person, a



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“Participant”).In the event of a sale by a Lender of a participating interest to a Participant, (i) such Lender’s obligations hereunder shall remain unchanged for all purposes, (ii) Credit Parties, Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations hereunder, and (iii) all amounts payable by each Credit Party shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender. Each Credit Party agrees that if amounts outstanding under this Agreement are due and payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement;provided, however, that such right of set-off shall be subject to the obligation of each Participant toshare with Lenders, and Lenders agree to share with each Participant, as provided in Section 11.5.

(c)Replacement of Lenders.Within thirty (30) days after: (i) receipt by Agent of notice and demand from any Lender for payment of additional costs as provided in Section 2.8(h), which demand shall not have been revoked, (ii) any Credit Party is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant toSection 2.8(a) through (h), (iii) any Lender is a Defaulted Lender, and the circumstances causing such status shall not have been cured or waived; or (iv) any failure by any Lender to consent to a requested amendment, waiver or modification to any Financing Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender, or each Lenderaffectedthereby,isrequiredwithrespectthereto(eachrelevantLenderintheforegoing clauses (i) through (iv) being an “Affected Lender”) each of Borrower Representative and Agent may, at its option, notify such Affected Lender and, in the case of Borrowers’ election, Agent, of such Person’s intention to obtain, at Borrowers’ expense, a replacement Lender (“Replacement Lender”)forsuchLender,whichReplacementLendershallbeanEligibleAssigneeand,intheeventthe Replacement Lender is to replace an Affected Lender described in the preceding clause (iv), such Replacement Lender consents to the requested amendment, waiver or modification making the replaced Lender an Affected Lender.In the event Borrowers or Agent, as applicable, obtains a Replacement Lender within ninety (90) days following notice of its intention to do so, the Affected Lender shall sell, at par, and assign all of its Loan and funding commitments hereunder to such Replacement Lender in accordance with the procedures set forth in Section 11.17(a); provided, however, that (A) Borrowers shall have reimbursed such Lender for its increased costs and additional payments for which it isentitledtoreimbursementunderSection2.8(a)through(h),asapplicable,ofthisAgreementthroughthe date of such sale and assignment, and (B) Borrowers shall pay to Agent the $[*] processing fee in respect of such assignment.In the event that a replaced Lender does not execute an Assignment Agreement pursuant to Section 11.17(a) within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 11.17(c) and presentation to such replaced Lender of an Assignment Agreement evidencing an assignment pursuant to this Section 11.17(c), such replaced Lender shall be deemed to have consented to the terms of such Assignment Agreement, and any such Assignment Agreement executed by Agent, the Replacement Lender and, to the extent requiredpursuanttoSection11.17(a),CreditParties,shallbeeffectiveforpurposesofthisSection 11.17(c) and Section 11.17(a).Upon any such assignment and payment, such replaced Lender shall no longer constitute a “Lender” for purposes hereof, other than with respect to such rights and obligations that survive termination as set forth in Section 13.1.

(d)Credit Party Assignments.No Credit Party may assign, delegate or otherwise transfer any of its rights or other obligations hereunder or under any other Financing Document without the prior written consent of Agent and each Lender.

Section11.18FundingandSettlementProvisionsApplicableWhenNon-FundingLendersExist.So long as Agent has not waived the conditions to the funding of Loans set forth in Section 7.2 or Section 2.1,



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any Lender may deliver a notice to Agent stating that such Lender shall cease making Revolving Loans due to the non-satisfaction of one or more conditions to funding Loans set forth in Section 7.2 or Section 2.1, and specifying any such non-satisfied conditions.Any Lender delivering any such notice shall become a non-funding Lender (a “Non-Funding Lender”) for purposes of this Agreement commencing on the Business Day following receipt by Agent of such notice, and shall ceaseto 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 Revolving Loan Outstanding in excess of[*]($[*]); provided, however, that during anyperiod of time thatany Non-Funding Lender exists, and notwithstanding any provision to the contrary set forth herein, the following provisions shall apply:

(a)ForpurposesofdeterminingtheProRataShareofeachLenderunderclauses

(a)and (b) of the definition of such term, each Non-Funding Lender shall be deemed to have a Revolving Loan Commitment Amount as in effect immediately before such Lender became a Non-Funding Lender.

(b)Except as provided in clause (a) above, the Revolving Loan Commitment Amount of each Non-Funding Lender shall be deemed to be [*] ($[*]).

(c)The Revolving Loan Commitment at any date of determination during such period shall be deemed to be equal to the sum of (i) the aggregate Revolving Loan Commitment Amounts of all Lenders, other than the Non-Funding Lenders as of such date plus (ii) the aggregate Revolving Loan Outstandings of all Non-Funding Lenders as of such date.

(d)[reserved].

(e)Agent shall have no right to make or disburse Revolving Loans for the account of any Non-Funding Lender pursuant to Section 2.1(b)(i) to pay interest, fees, expenses and other charges of any Credit Party.

(f)To the extent that Agent applies proceeds of Collateral or other payments received by Agent to repayment of Revolving Loans pursuant to Section 10.7, such payments and proceeds shall be applied first in respect of Revolving Loans made at the time any Non-FundingLenders exist, and second in respect of all other outstanding Revolving Loans.

ARTICLE12–GUARANTY

Section12.1Guaranty.EachGuarantorherebyunconditionallyguarantees,asaprimary obligor and not merely as a surety, jointly and severally with each other Guarantor when and as due, whether at maturity, by acceleration, by notice of prepayment or otherwise, the due and punctual performance of all of the Obligations, including payment in full of the principal, accrued but unpaid interest and all other amounts due and owing to the Agent and Lenders under the Loans and (b) indemnifies each Lender immediately on demand against any cost, loss or liability suffered by such Lender if any obligations guaranteed by it are or become unenforceable, invalid, voided, avoid or illegal, the amount of which such cost, loss or liability shall be equal to the amount which such Lender would otherwisebeentitledtorecover.Eachpayment madebyanyGuarantor pursuant tothisArticle12shall be made in lawful money of the United States in immediately available funds.Each Guarantor hereby acknowledges and agrees that it is an Affiliate of a Borrower or other interested party and will derive significant economic benefit from the Loans.



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Section12.2Payment of Amounts Owed.The Guarantee hereunder is an absolute,unconditional and continuing guarantee of the full and punctual payment and performance of all of the Obligations and not of their collectability only and is in no way conditioned upon any requirement thatthe Agent or any Lender first attempt tocollect any of the Obligations from any Borrower or resort to any collateral security or other means of obtaining payment.In the event of any default by Borrowers in the payment of the Obligations, after the expiration of any applicable cure or grace period, each Guarantor agrees, on demand by Agent (which demand may be made concurrently with notice to Borrowers that the Borrowers are in default of their obligations), to pay the Obligations, regardless of any defense, right of set-off or recoupment or claims which any Borrower or Guarantor may have against Agent or Lenders or theholderoftheNotes.AlloftheremediessetforthinthisAgreement,inanyotherFinancingDocument or at lawor equityshall beequallyavailabletoAgentandLenders,andthe choicebyAgent or Lendersof one such alternative over another shall not be subject to question or challenge by any Guarantor or any other person, nor shall any such choice be asserted as a defense, setoff, recoupment or failure to mitigate damages in any action, proceeding, or counteraction by Agent or Lenders to recover or seeking any other remedyunderthisGuarantee,norshallsuchchoice precludeAgentorLendersfromsubsequentlyelecting to exercise a different remedy.

Section 12.3 CertainWaiversbyGuarantor. Tothefullestextentpermittedbylaw,each Guarantor does hereby:

(a)waive notice of acceptance of this Agreement by Agent and Lenders and any andallnoticesanddemandsofeverykindwhichmayberequiredtobegivenbyanystatute,ruleor law;

(b)agree to refrain from asserting, until after repayment in full of the Obligations, anydefense,rightofset-off,rightofrecoupmentorotherclaimwhichsuchGuarantormayhave against any Borrower;

(c)waive any defense, right of set-off, right of recoupment or other claim which such Guarantor may have against Agent, Lenders or the holder of the Notes;

(d)waive any and all rights such Guarantor may have under any anti-deficiency statute or other similar protections;

(e)waive all rights at law or in equity to seek subrogation, contribution, indemnification or any other form of reimbursement or repayment from any Borrower, any other Guarantor or any other person or entity now or hereafter primarily or secondarily liable for any of the Obligations until the Obligations have been paid in full;

(f)waive presentment for payment, demand for payment, notice of nonpayment or dishonor, protest and notice of protest, diligence in collection and any and all formalities which otherwise might be legally required to charge such Guarantor with liability;

(g)waivethebenefit of allappraisement,valuation,marshalling,forbearance,stay, extension, redemption, homestead, exemption and moratorium laws now or hereafter in effect;

(h)waiveanydefense based on theincapacity,lackofauthority,deathordisability of any other person or entity or the failure of Agent or Lenders to file or enforce a claim against the estate of any other person or entity in any administrative, bankruptcy or other proceeding;

(i)waive any defense based on an election of remedies by Agent or Lenders, whether or not such election may affect in any way the recourse, subrogation or other rights of such Guarantor against any Borrower, any other Guarantor or any other person in connection with the Obligations;



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(j)waive any defense based on the failure of the Agent or Lenders to (i) provide notice to such Guarantor of a sale or other disposition of any of the security for any of the Obligations, or (ii) conduct such a sale or disposition in a commercially reasonable manner;

(k)waive any defense based on the negligence of Agent or Lenders in administering this Agreement or the other Financing Documents (including, but not limited to, the failure to perfect any security interest in any Collateral), or taking or failing to take any action in connection therewith, provided, however, that such waiver shall not apply to the gross negligence or willful misconduct of the Agent or Lenders, as determined by the final, non-appealable decision of a court having proper jurisdiction;

(l)waive the defense of expiration of any statute of limitations affecting the liability of such Guarantor hereunder or the enforcement hereof;

(m)waive any rightto file anyClaim (as defined below) as part of, and any right to request consolidation of any action or proceeding relating to a Claim with, any action or proceeding filed or maintained by Agent or Lenders to collect any Obligations of such Guarantor to Agent or Lenders hereunder or to exercise any rights or remedies available to Agent or Lenders under the Financing Documents, at law, in equity or otherwise;

(n)agree that neither Agent nor Lenders shall have any obligation to obtain,perfect or retain a security interest in any property to secure any of the Obligations (including any mortgage or security interest contemplated by the Financing Documents), or to protect or insure any such property;

(o)waive any obligation Agent or Lenders may have to disclose to such Guarantor any facts the Agent or Lenders now or hereafter may know or have reasonably available to it regarding the Borrowers or Borrowers’ financial condition, whether or not the Agent or Lenders have areasonable opportunity to communicate such facts or have reason to believe that any such facts are unknown to such Guarantor or materially increase the risk to such Guarantor beyond the risk such Guarantor intends to assume hereunder;

(p)agree that neither Agent nor Lenders shall be liable in any way for anydecrease in the value or marketability of any property securing any of the Obligations which may result from any action or omission of the Agent or Lenders in enforcing any part of this Agreement;

(q)waive any defense based on any invalidity, irregularity or unenforceability, in whole or in part, of any one or more of the Financing Documents;

(r)waiveanydefensebasedonany changeinthe compositionof Borrowers,and

(s)waive any defense based on any representations and warranties made by such Guarantor herein or by any Borrower herein or in any of the Financing Documents.

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.

Section12.4Guarantor’sObligationsNot AffectedbyModificationsofFinancingDocuments. Each Guarantor further agrees that such Guarantor’s liability as guarantor shall not be impaired oraffected by any renewals or extensions which may be made from time to time, with or without the knowledge orconsentof



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Guarantor for the time for payment ofinterest or principal orby anyforbearance 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’ failureor election not to pursue any other remedies it may have against any Borrower or Guarantor, or by any change or modification in the Notes,thisAgreementor anyother FinancingDocument,or bytheacceptancebyAgent or Lendersof 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 Borrowers to amend, modify and/orincrease 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 Borrowers may deem proper and desirable, without in any manner impairing this Guarantee or any of Agent’s or Lenders’ 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 orincreased.

Section12.5Reinstatement; Deficiency.This guaranty shall continue to be effective or be reinstated (as the case may be) if at any time payment of all or any part of any sum payable pursuant to this Agreement or any other Financing Document is rescinded or otherwise required to be returned by Agent or Lenders upon the insolvency, bankruptcy, dissolution, liquidation, or reorganization of any Borrower, or upon or as a result of the appointment of a receiver, intervenor, custodian or conservator of or trustee or similar officer for, any Borrower or any substantial part of its property, or otherwise, all as though such payment to Agent or Lenders had not been made, regardless of whether Agent or Lenders contested the order requiring the return of such payment.In the event of the foreclosure of the Financing Documents and of a deficiency, each Guarantor hereby promises and agrees forthwith to pay the amount of such deficiency notwithstanding the fact that recovery of said deficiency against Borrowers would not be allowed by applicable law; however, the foregoing shall not be deemed to require that Agent or Lenders institute foreclosure proceedings or otherwise resort to or exhaust any other collateral or security prior to or concurrently with enforcing this guaranty.

Section12.6 SubordinationofBorrowers’ObligationstoGuarantors;ClaimsinBankruptcy.

(a)Any indebtedness of any Borrower toany Guarantor(including,but not limited to, any right of such Guarantor to a return of any capital contributed to a Borrower), whether now or hereafter existing, is hereby subordinated to the payment of the Obligations.Each Guarantor agreesthat, until the Obligations have been paid in full, such Guarantor will not seek, accept, or retain for its own account, any paymentfrom any Borrower on account of such subordinated debt.Any payments to any Guarantor on account of such subordinated debt shall be collected and received by such Guarantor intrustforAgentandLendersandshallbeimmediatelypaidovertoAgent,forthebenefitofAgentand Lenders, onaccount oftheObligations withoutimpairing orreleasingtheobligations ofsuch Guarantor hereunder.

(b)Each Guarantor shall promptly file in any bankruptcy or other proceeding in which the filing of claims is required by law, all claims and proofs of claims that such Guarantor may have against any Borrower or any other Guarantor and does hereby assign to Agent or its nominee (and will, upon request of Agent, reconfirm in writing the assignment to Agent or its nominee of) all rightsof such



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Guarantor under such claims.If such Guarantor does not file any such claim, Agent, as attorney-in-fact for such Guarantor, is hereby irrevocably authorized to do so in the name of such Guarantor, or in Agent’s discretion, to assign the claim to a designee and cause proof of claim to befiled in the name of Agent’s designee.In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Agent, for the benefit of Agent and Lenders, the full amount thereof and, to the full extent necessary for that purpose, each Guarantor hereby assigns to the Lenders all of such Guarantor’s rights to any such payments or distributions to which suchGuarantor would otherwisebe entitled, such assignment being a present and irrevocable assignment of all such rights.

Section12.7Maximum Liability.The provisions of this Article 12 are severable, and in any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganizationor otherlawaffecting the rights of creditors generally,if the obligations of any Guarantor under this Article 12 would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under this Article 12, then, notwithstanding any other provision of this Article 12 to the contrary, the amount of such liability shall, without any further action by the Guarantors or the Agent or any Lender, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum Liability”). This Section 12.7 with respect to the Maximum Liability of each Guarantor is intended solely to preserve the rightsof the Agent andtheLenderstothemaximumextentnot subjecttoavoidanceunder applicablelaw, and no Guarantor nor any other Person shall have any right or claim under this Section 12.7 with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Guarantor hereunder shall not be rendered voidable under applicable law. Each Guarantor agrees that theObligations may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this guaranty or affecting the rights and remedies of the Agent or the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum Liability.

Section12.8Guarantor’s Investigation.Each Guarantor acknowledges receipt of a copy of each of this Agreement and the other Financing Documents. Each Guarantor has made an independent investigation of the other Credit Parties and of the financial condition of the other Credit Parties. Neither Agent nor any Lender has made and neither Agent nor any Lender does make any representations or warranties as to the income, expense, operation, finances or any other matter or thing affecting any Credit Party nor has Agent or any Lender made any representations or warranties as to the amount or nature of theObligationsofanyCreditPartytowhichthisArticle12appliesasspecificallyhereinsetforth, norhas Agent or any Lender or any officer, agent or employee of Agent or any Lender or any representative thereof, made any other oral representations, agreements or commitments of any kind or nature, and each Guarantor hereby expressly acknowledges that no such representations or warranties have been made and such Guarantor expressly disclaims reliance on any such representations or warranties.

Section12.9Termination.The provisions of this Article 12 shall remain in effect until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations for which no claim has been made and any other obligations which, by their terms, are to survive the termination of this Agreement) have been paid and satisfied in full.

Section12.10Representative.Each Guarantor hereby designates Borrower Representative and its representatives and agents on its behalf for the purpose of giving and receiving all notices and other consents hereunder or under any other Financing Document and taking all other actions on behalf of such Guarantor under the Financing Documents.Borrower Representative hereby accepts such appointment.

Section12.11Guarantor Acknowledgement.Without limiting the generality of the foregoing, each Guarantor, by its acceptance of this Guaranty, hereby confirms that it is a Subsidiary of a Borrower andeachGuarantor



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furtherconfirms thatit willmateriallybenefit fromthe Loansmadehereunder andthe parties hereto intend that this Guaranty not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law (as defined below), the Uniform Fraudulent Conveyance Act, the UniformFraudulent Transfer Act or any similar federal, state or foreign law to the extent applicable to this Guaranty. In furtherance of that intention, the liabilities of each Guarantor under this Guaranty (the “Liabilities”) shall be limited to the maximum amount that will, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, andafter givingeffecttoanycollectionsfrom,rightstoreceivecontributionfromor paymentsmadebyor on behalf of any other Person with respect to the Liabilities, result in the Liabilities of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance. For purposes hereof, “Bankruptcy Law” means the United States Bankruptcy Code, or any similar federal, state or foreignlaw for the relief of debtors. This paragraph with respect to the maximum liability of each Guarantor is intended solely to preserve the rights of the holders, to the maximum extent not subject to avoidanceunder applicable law, and neither a Guarantor nor any other Person shall have any right or claim underthis paragraph with respect to such maximum liability, except to the extent necessary so that the obligations ofa Guarantorhereunder shallnotberenderedvoidableunderapplicablelaw.EachGuarantor agrees that the Obligations guaranteed hereunder may at any time and from time to time exceed the maximum liabilityofsuchGuarantorwithoutimpairing thisGuarantyoraffectingtherightsand remedies oftheholdershereunder;providedthatnothinginthissentenceshallbeconstruedtoincreasesuch Guarantor’s obligations hereunder beyond its maximum liability.

ARTICLE13- MISCELLANEOUS

Section13.1Survival.Allagreements,representationsandwarrantiesmadehereinandin every other Financing Document shall survive the execution and delivery of thisAgreement and the other Financing Documents.The provisions of Section 2.10 and Articles 11 and 13 shall survive the payment of the Obligations (both with respect to any Lender and all Lenders collectively) and any termination of this Agreement and any judgment with respect to any Obligations, including any final foreclosure judgment with respect to any Security Document, and no unpaid or unperformed, current or future, Obligations will merge into any such judgment.

Section13.2No Waivers.No failure or delay by Agent or any Lender in exercising any right, power or privilege under any Financing Document shall operate as a waiver thereof nor shall any singleor partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.The rights and remedies herein and therein provided shall be cumulative and not exclusive of any rights or remedies provided by law.Any reference in any Financing Document to the “continuing” nature of any Event of Default shall not be construed as establishing or otherwise indicating that any Borrower or any other Credit Party has the independent right to cure any such Event of Default, but is rather presented merely for convenience should such Event of Default be waived in accordancewith the terms of the applicable Financing Documents.

Section13.3 Notices.

(a)All notices,requests andothercommunicationstoanypartyhereunder shall be in writing (including prepaid overnight courier, email or similar writing) and shall be given to such partyat its address or e-mail address set forth below or on the signature pages hereof (or, in the case of any such Lender who becomes a Lender after the date hereof, in an Assignment Agreement or in a notice delivered to Borrower Representative and Agent by the assignee Lender forthwith upon such assignment) or at such other address or e-mail address as such party may hereafter specify for the purpose by notice to Agent and Borrower Representative; provided, however, that notices, requests or other communications shall be permitted by electronic means only in accordance with the provisions of Section13.3(b)and(c).Each such notice,request or othercommunication shall be effective(i)if given by electronic means, in accordance



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with the provisions of Section 13.3(b) and (c), or (ii) if given by mail, prepaid overnight courier or any other means, when received or when receipt is refused at the applicable address specified by this Section 13.3(a).

If toanyCreditParty:

Rigel,asBorrowerRepresentative Rigel Pharmaceuticals, Inc.

611 Gateway Blvd., Suite 900 SouthSanFrancisco,CA94080

Attn:GeneralCounselorLegalDepartment Email: [*]

IftoAgent ortoMCF(oranyofitsAffiliatesorApprovedFunds)asaLender:

MidCapFundingIVTrust

c/oMidCapFinancialServices,LLC,asservicer

7255WoodmontAve,Suite300

Bethesda,MD20814

Attn:AccountManagerforRigeltransaction Email:[*]

Withacopyto:

MidCapFundingIVTrust

c/oMidCapFinancialServices,LLC,asservicer 7255 Woodmont Ave, Suite 300

Bethesda,MD20814 Attn: Legal

Email:[*]

Ifto anyLenderotherthanMidCap:attheaddresssetforthonthesignaturepagestothisAgreementor provided as a notice address for such in connection with any assignment hereunder.

(b)Notices and other communications to the parties hereto may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved from time to time by Agent, provided, however, that the foregoing shall not apply to notices sent directly to any Lender if such Lender has notified Agent that it is incapable of receiving notices by electronic communication.Agent or Borrower Representative may, in their discretion, agree to accept notices and other communications to them hereunder by electronic communications pursuant to procedures approved by it, provided, however, that approval of such procedures may be limited to particular notices or communications.

(c)Unless Agent otherwise prescribes, (i) notices and other communications senttoan e-mail address shall be deemedreceiveduponthesender’sreceipt of anacknowledgment fromthe intended recipient (such as by the “return receipt requested” function, as available, return e-mail orother written acknowledgment), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mailaddress as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor, provided, however, that if any such notice or other communication is not sent or



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posted during normal business hours, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day.

Section13.4Severability.In case any provision of or obligation under this Agreement or any other Financing Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legalityandenforceabilityof theremainingprovisionsor obligations,or of suchprovisionor obligationin any other jurisdiction, shall not in any way be affected or impaired thereby.

Section13.5Headings.HeadingsandcaptionsusedintheFinancingDocuments(including the Exhibits, Schedules and Annexes hereto and thereto) are included for convenience of reference only and shall not be given any substantive effect.

Section13.6 Confidentiality.

(a) Agent and each Lender shall hold all non-public information regarding the Credit Partiesandtheirrespectivebusinessesidentified as such by Credit Partiesand obtained by Agent or any Lender pursuant to the requirements hereof in accordance with such Person’s customary procedures for handling information of such nature, except that disclosure of such information may be made (i) to their respective agents, employees, Subsidiaries, Affiliates, attorneys, auditors, professional consultants, rating agencies, insurance industry associations and portfolio management services, (ii) to prospective transferees or purchasers of any interest in the Loans, Agent or a Lender, provided,however, that any such Persons are bound by obligations of confidentiality substantially the same or more stringent than those set forth in this Section 13.6, (iii) as required by applicable Law, subpoena, judicial order or similar order and in connection with any litigation, (iv) as may be required in connection with the examination, audit or similar investigation of such Person, (v) as Agent or any Lender considers appropriate in exercising remedies under the Financing Documents or at any time an Event of Default exists hereunder, and (v) to aPerson that is atrustee,investment advisor or investment manager, collateral manager, servicer, noteholder or secured party in a Securitization (as hereinafter defined) in connection with the administration, servicing and reporting on the assets serving ascollateral for such Securitization. For the purposes of this Section, “Securitization” means (A) the pledge of the Loans as collateral security for loans to a Lender, or (B) a public or private offering by a Lender or any of its Affiliates or their respective successors and assigns, of securities which representan interest in, or which are collateralized, in whole or in part, by the Loans.Confidential information shall include only such information identified as such at the time provided to Agent and shall notinclude information that either:(y) is in the public domain, or becomes part of the public domain after disclosuretosuchPersonthroughnofault of such Person, or (z) isdisclosedtosuch Personby aPerson other than a Credit Party, provided, however, Agent does not have actual knowledge that such Person is prohibitedfromdisclosingsuchinformation.TheobligationsofAgentandLendersunderthis Section 13.6 shall supersede andreplacethe obligations of Agent and Lenders under anyconfidentiality agreement in respect of this financing executed and delivered by Agent or any Lender prior to the date hereof.

Section13.7Waiver of Consequential and Other Damages.To the fullest extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against any Indemnitee (as defined below), on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Financing Document or any agreement or instrument contemplated hereby or thereby,the transactions contemplatedherebyorthereby,any Loanor the useoftheproceedsthereof.No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other informationtransmissionsystemsinconnectionwith thisAgreementortheotherFinancingDocumentsor the transactions contemplated hereby or thereby.



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Section13.8 GOVERNINGLAW;SUBMISSIONTOJURISDICTION.

(a)THIS AGREEMENT, EACH NOTE AND EACH OTHER FINANCING DOCUMENT, AND ALL DISPUTES AND OTHER MATTERS RELATING HERETO OR THERETO OR ARISING THEREFROM (WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW).

(b)EACH PARTY HERETO HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF NEW YORK IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER FINANCING DOCUMENTSSHALL BE LITIGATED IN SUCH COURTS.EACH PARTY HERETO EXPRESSLY SUBMITS AND CONSENTS TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALLPROCESS AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE UPON SUCH PARTY BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO SUCH PARTY AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.

Section13.9 WAIVEROFJURYTRIAL.

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

(b)IN THE EVENT THAT ANY SUCH ACTION IS COMMENCED OR MAINTAINED IN ANY COURT IN THE STATE OF CALIFORNIA, AND THE WAIVEROF JURY TRIAL SET FORTH IN THE SECTION ABOVE IS NOT ENFORCEABLE, AND EACH PARTY TO SUCH ACTION DOES NOT SUBSEQUENTLY WAIVE IN AN EFFECTIVE MANNER UNDER CALIFORNIA LAW ITS RIGHT TO A TRIAL BY JURY, THE PARTIES HERETO HEREBY ELECT TO PROCEED AS FOLLOWS:

(i)WITH THE EXCEPTION OF THE ITEMS SPECIFIED IN CLAUSE (II) BELOW, ANY CONTROVERSY, DISPUTE OR CLAIM (EACH, A “CONTROVERSY”) BETWEEN THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT WILL BE RESOLVED BY A REFERENCE



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PROCEEDING IN ACCORDANCE WITH THE PROVISIONS OF SECTIONS 638, ET SEQ. OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, OR THEIR SUCCESSOR SECTIONS, WHICH SHALL CONSTITUTE THE EXCLUSIVE REMEDY FOR THE RESOLUTION OF ANY CONTROVERSY, INCLUDING WHETHER THE CONTROVERSY IS SUBJECT TO THE REFERENCE PROCEEDING.EXCEPT AS OTHERWISE PROVIDED ABOVE, VENUE FOR THE REFERENCE PROCEEDING WILL BE IN ANY COURT IN WHICH VENUE IS APPROPRIATE UNDER APPLICABLE LAW (THE “COURT”).

(ii)THE MATTERS THAT SHALL NOT BE SUBJECT TO A REFERENCE PROCEEDING ARE THE FOLLOWING: (A) NON-JUDICIAL FORECLOSURE OF ANY SECURITY INTERESTS IN REAL OR PERSONAL PROPERTY;

(B) EXERCISE OF SELF HELP REMEDIES (INCLUDING SET-OFF); (C) APPOINTMENT OFARECEIVER;AND(D)TEMPORARY,PROVISIONALORANCILLARYREMEDIES

(INCLUDING WRITS OF ATTACHMENT, WRITS OF POSSESSION, TEMPORARY RESTRAININGORDERSORPRELIMINARY INJUNCTIONS).THISAGREEMENTDOES NOT LIMIT THE RIGHT OF ANY PARTY TO EXERCISE OR OPPOSE ANY OF THE RIGHTS AND REMEDIES DESCRIBED IN CLAUSES (A) AND (B) OR TO SEEK OR OPPOSE FROM A COURT OF COMPETENT JURISDICTION ANY OF THE ITEMS DESCRIBED INCLAUSES (C)AND(D).THE EXERCISEOF,OROPPOSITIONTO, ANY OF THOSE ITEMS DOES NOT WAIVE THE RIGHT OF ANY PARTY TO A REFERENCE PROCEEDING PURSUANT TO THIS AGREEMENT.

(iii)THE REFEREE SHALL BE A RETIRED JUDGE OR JUSTICE SELECTED BY MUTUAL WRITTEN AGREEMENT OF THE PARTIES.IF THE PARTIES DO NOT AGREE WITHIN TEN (10) DAYS OF A WRITTEN REQUEST TO DO SO BYANY PARTY, THEN, UPON REQUEST OF ANY PARTY, THE REFEREE SHALL BE SELECTED BY THE PRESIDING JUDGE OF THE COURT (OR HIS OR HER REPRESENTATIVE).A REQUEST FOR APPOINTMENT OF A REFEREE MAY BE HEARD ON AN EX PARTE OR EXPEDITED BASIS, AND THE PARTIES AGREE THAT IRREPARABLE HARM WOULD RESULT IF EX PARTE RELIEF IS NOT GRANTED.

(iv)EXCEPT AS EXPRESSLY SET FORTH IN THISAGREEMENT, THE REFEREE SHALL DETERMINE THE MANNER IN WHICH THE REFERENCE PROCEEDING IS CONDUCTED INCLUDING THE TIME AND PLACE OF HEARINGS, THE ORDER OF PRESENTATION OF EVIDENCE, AND ALL OTHER QUESTIONS THAT ARISE WITH RESPECT TO THE COURSE OF THE REFERENCE PROCEEDING.ALL PROCEEDINGS AND HEARINGS CONDUCTED BEFORE THE REFEREE, EXCEPT FOR TRIAL, SHALL BE CONDUCTED WITHOUT A COURT REPORTER, EXCEPT THAT WHEN ANY PARTY SO REQUESTS, A COURT REPORTER WILL BE USED AT ANY HEARING CONDUCTED BEFORE THE REFEREE, AND THE REFEREE WILL BE PROVIDED A COURTESY COPY OF THE TRANSCRIPT.THE PARTY MAKING SUCH A REQUEST SHALL HAVE THE OBLIGATION TO ARRANGE FOR THE COURT REPORTER.SUBJECT TO THE REFEREE’S POWER TO AWARD COSTS TO THEPREVAILING PARTY, THE CREDIT PARTIES WILL PAY THE COST OF THE REFEREE AND ALL COURT REPORTERS.



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(v)THE REFEREE SHALL BE REQUIRED TO DETERMINE ALL ISSUES IN ACCORDANCE WITH EXISTING APPLICABLE CASE LAW AND STATUTORY LAW.THE RULES OF EVIDENCE APPLICABLE TO PROCEEDINGS AT LAWINTHE COURTWILL BE APPLICABLE TO THE REFERENCE PROCEEDING. THE REFEREE SHALL BE EMPOWERED TO ENTER EQUITABLE AS WELL AS LEGAL RELIEF, ENTER EQUITABLE ORDERS THAT WILL BE BINDING ON THE PARTIES AND RULE ON ANY MOTION THAT WOULD BE AUTHORIZED IN A COURT PROCEEDING.THE REFEREE SHALL ISSUE A DECISION AT THE CLOSE OF THE REFERENCE PROCEEDING WHICH DISPOSES OF ALL CLAIMS OF THE PARTIES THAT ARE THE SUBJECT OF THE REFERENCE PROCEEDING. PURSUANT TO CALIFORNIACODEOFCIVILPROCEDURESECTION644,SUCHDECISIONSHALLBE ENTERED BY THE COURT AS A JUDGMENT OR AN ORDER IN THE SAME MANNER AS IF THE ACTION HAD BEEN TRIED BY THE COURT AND ANY SUCH DECISION WILL BE FINAL, BINDING AND CONCLUSIVE.THE PARTIESRESERVE THE RIGHT TO APPEAL FROM THE FINAL JUDGMENT OR ORDER OR FROM ANY APPEALABLE DECISION OR ORDER ENTERED BY THE REFEREE.THE PARTIES RESERVE THE RIGHT TO FINDINGS OF FACT, CONCLUSIONS OF LAWS, A WRITTEN STATEMENT OF DECISION, AND THE RIGHT TO MOVE FOR A NEW TRIAL OR A DIFFERENT JUDGMENT, WHICH NEW TRIAL, IF GRANTED, IS ALSO TO BE A REFERENCE PROCEEDING UNDER THIS PROVISION.

(vi)NEITHER THE INCLUSION OF THIS SECTION 13.9(b), NOR ANY REFERENCE TO CALIFORNIA LAW CONTAINED HEREIN SHALL BE DEEMED TO AFFECT OR LIMIT IN ANY WAY THE PARTIES’ CHOICE OF NEW YORK LAW OR IMPLY THAT THE CREDIT PARTIES HAVE AGREED TO VENUE IN CALIFORNIA.

Section13.10 Publication;Advertisement.

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

(b)Advertisement.Each Lender and each Credit Party hereby authorizes MCF to publish the name of such Lender and Credit Party, the existence of the financing arrangements referenced under this Agreement, the primary purpose and/or structure of those arrangements, the amount of credit extended under eachfacility, thetitleand role of each party tothis Agreement, and the total amount of the financing evidenced hereby in any “tombstone”, comparable advertisement or press release which MCF elects to submit for publication.In addition, each Lender and each Credit Party agrees that MCF may provide lending industry trade organizations with information necessary and customaryforinclusioninleaguetablemeasurementsaftertheClosingDate.Withrespect toanyofthe foregoing, MCF shall provide Borrowers with an opportunity to review and confer with MCF regarding the contents of any such tombstone, advertisement or information, as applicable, prior to its submission for publication and, following such review period, MCF may, from time to time, publish such information in any media form desired by MCF, until such time that Borrowers shall have requested MCF cease any such further publication.

Section13.11Counterparts; Integration.This Agreement and the other Financing Documents may be signed in any number of counterparts, each of which shall be an original, with the same effect asif the signatures thereto and hereto were upon the same instrument.Signatures by facsimile or by electronic mail delivery of an electronic version of any executed signature page shall bind the parties hereto.In furtherance of the foregoing, the words “execution”, “signed”, “signature”, “delivery” and words of like import in or



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relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby or thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of apaper-based recordkeeping system, as the casemay be,to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.As used herein, “Electronic Signature” means an electronic sound,symbol,or process attachedto,or associatedwith,a contract or otherrecordandadoptedbyaPersonwith theintenttosign,authenticateoracceptsuchcontractorotherrecord.ThisAgreementandtheother Financing Documents constitute the entire agreement and understanding among the parties hereto and supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

Section13.12No Strict Construction.The parties hereto have participated jointly in the negotiation and drafting of this Agreement.In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arisefavoring or disfavoringany party by virtue of the authorship of any provisions of this Agreement.

Section13.13Lender Approvals.Unlessexpressly provided herein to the contrary,any approval,consent, waiver or satisfaction of Agent or Lenders with respectto anymatter thatisthe subject of this Agreement, the other Financing Documents may be granted or withheld by Agent and Lenders in their sole and absolute discretion and credit judgment.

Section13.14 Expenses;Indemnity

(a)Except with respect to Indemnified Taxes, Other Taxes and Excluded Taxes, which shall be governed exclusively by Section 2.8, Credit Parties hereby agree to promptly pay (i) all reasonable costs and expenses of Agent(including, without limitation, the fees, costs and expenses of counsel to, and independent appraisers and consultants retained by Agent) in connection with the examination, review, due diligence investigation, documentation, negotiation, closing and syndicationof the transactions contemplated by the Financing Documents, in connection with the performance by Agent of its rights and remedies under the Financing Documents and in connection with the continued administrationoftheFinancingDocumentsincluding(A)anyamendments,modifications,consentsand waivers to and/or under any and all Financing Documents, and (B) any periodic public record searches conducted by or at the request of Agent (including, without limitation, title investigations, UCC searches, fixture filing searches, judgment, pending litigation and tax lien searches and searches of applicable corporate, limited liability, partnership and related records concerning the continued existence, organization and good standing of certain Persons); (ii) without limitation of the preceding clause (i), all reasonable costs and expenses of Agent in connection with the creation, perfection and maintenance of Liens pursuant to the Financing Documents other than disputes solely among Lenders and/or Agent (other than any claims against such person in its capacity or in fulfilling its role as Agent, arranger or any similar rolehereunder) tothe extent such disputes do not arise from any act or omission of any Credit Party or of any Affiliate of a Credit Party; (iii) without limitation of the preceding clause (i), all costs and expenses of Agent in connection with (A) protecting, storing, insuring, handling, maintaining or selling any Collateral, (B) any litigation, dispute, suit or proceeding relating to any Financing Document, and (C) any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all of the Financing Documents; (iv) without limitation of the preceding clause(i),all reasonablecostsandexpensesof Agent inconnectionwithAgent’sreservationoffundsin anticipation of the funding of the initial Loans to be made hereunder; and (v) all costs and expenses incurred by Lenders in connection with any litigation, dispute, suit or proceeding relating to any Financing Document, other than disputes solely among Lenders and/or Agent (other than any claims against



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such person in its capacity or in fulfilling its role as Agent, arranger or any similar role hereunder) to the extent such disputes do not arise from any act or omission of any Credit Party or of any Affiliate of a Credit Party, and in connection with any workout, collection, bankruptcy, insolvency and other enforcement proceedings under any and all Financing Documents, whether or not Agent or Lenders are a party thereto.

(b)Each Credit Party hereby agrees to indemnify, pay and hold harmless Agentand Lenders andtheofficers,directors,employees, trustees,agents,investment advisors andinvestment managers, collateral managers, servicers, and counsel of Agent and Lenders (collectively called the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments,suits,claims,costs,expensesanddisbursementsofany kindor naturewhatsoever(including the documented out-of-pocket fees and disbursements of counsel for such Indemnitee) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnitee shall be designated a party thereto and including any such proceeding initiated by or on behalf ofa CreditParty,andthereasonableexpensesofinvestigationbyengineers,environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by Agent or Lenders) asserting any right to payment for the transactions contemplated hereby, which may be imposed on, incurred by or asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the other Financing Documents (including (i)(A) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any property now or previously owned, leased or operated by a Credit Party, any Subsidiary or any other Person of any Hazardous Materials, (B) arising out of or relating to the offsite disposal of any materials generated or present on any such property, or (C) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials,whether or not occasioned wholly or in part by any condition, accident or event caused by any act or omission of a Credit Party or any Subsidiary, and (ii) proposed and actual extensions of credit underthis Agreement) and the use or intended use of the proceeds of the Loans, except that Credit Partiesshall have no obligation hereunder to an Indemnitee with respect to any liability resulting from thegross negligence or willful misconduct of such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction.To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, Credit Parties shall contribute the maximum portion which it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any of them.This Section 13.14(b) shall not apply with respect to Taxes other than any Taxes that represent liabilities, obligations, losses, damages, claims etc. arising from any non-Tax claim.

(c)Notwithstanding any contrary provision in this Agreement, the obligations of Credit Parties under this Section 13.14 shall survive the payment in full of the Obligations and the terminationof this Agreement.NO INDEMNITEE SHALL BE RESPONSIBLE OR LIABLE TO THE CREDIT PARTIES OR TO ANY OTHER PARTY TO ANY FINANCING DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

(d)Each Borrower for itself and all endorsers, guarantors and sureties and their heirs, legal representatives, successors and assigns, hereby further specifically waives any rights that it may have under Section 1542 of the California Civil Code (to the extent applicable), which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT



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KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLYAFFECTEDHISORHERSETTLEMENTWITHTHEDEBTOR,”andfurther

waivesanysimilarrightsunderapplicableLaws.

Section13.15 CaliforniaWaiver.

(a)BY SIGNING BELOW, EACH BORROWER WAIVES ANY RIGHT, UNDER CALIFORNIA CIVIL CODE SECTION 2954.10 OR OTHERWISE, TO PREPAY ANY PORTION OF THE OUTSTANDING PRINCIPAL BALANCE UNDER THIS AGREEMENT WITHOUT A PREPAYMENT FEE.EACH BORROWER ACKNOWLEDGES THAT PREPAYMENT OF THE PRINCIPAL BALANCE MAY RESULT IN AGENT AND/OR A LENDER INCURRING ADDITIONAL LOSSES, COSTS, EXPENSES AND LIABILITIES, INCLUDING LOST REVENUE AND LOSTPROFITS.EACHBORROWERTHEREFOREAGREESTOPAYAPREPAYMENTFEE AND HEREIN IF ANY PRINCIPAL AMOUNT IS PREPAID, WHETHER VOLUNTARILY OR BY REASON OF ACCELERATION, INCLUDING ACCELERATION UPON ANY SALE OR OTHER TRANSFER OF ANY INTEREST IN THE COLLATERAL.EACH BORROWER FURTHER AGREES THAT AGENT’S AND EACH LENDER’S WILLINGNESS TO OFFER THE INTEREST RATE DESCRIBED HEREIN TO BORROWER IS SUFFICIENT AND INDEPENDENT CONSIDERATION, GIVEN INDIVIDUAL WEIGHT BY AGENT AND THE LENDERS FOR THIS WAIVER.EACH BORROWER UNDERSTANDS THAT AGENT AND THE LENDERS WOULD NOT OFFER SUCH AN INTEREST RATE TO THE BORROWER ABSENT THIS WAIVER.

(b)California Waiver; No Hearing Required.Each Borrower waives any right or defenseitmayhaveatLaworequity,including CaliforniaCodeof Civil Procedure Section580a,toafair market value hearing or action to determine a deficiency judgment after a foreclosure.

(c)Borrower Acknowledgment.California Civil Code Section 2955.5(a) provides as follows: “No lender shall require a borrower, as a condition of receiving or maintaining a loan secured by real property, to provide hazard insurance coverage against risks to the improvements on that real property in an amount exceeding the replacement value of the improvements on the property.” For purposes of the foregoing, (i) the term “hazard insurance coverage” means insurance against lossescausedbyperilswhicharecommonlycoveredinpoliciesdescribedasa“Homeowner’sPolicy,”“General Property Form,” “Guaranteed Replacement Cost Insurance,” “Special Building Form,” “Standard Fire,” “Standard Fire with Extended Coverage,” “Standard Fire with Special Form Endorsement,” orcomparable insurance coverage to protect the real property against loss or damage from fire and other perils covered within the scope of a standard extended coverage endorsement, and (ii) the term “Improvements” means buildings or structures attached to the real property.Each Borrower acknowledges having received this disclosure prior to execution of the Financing Documents to be delivered by Borrower in connection with the Loans.

Section13.16Reinstatement.ThisAgreement shallremaininfullforceandeffect and continue to be effective should any petition or other proceeding be filed by or against any Credit Party for liquidation or reorganization, should any Credit Party become insolvent or make an assignment for the benefit of any creditor or creditors or should aninterim receiver,receiver,receiver and manager or trustee be appointed for all or any significant part of any Credit Party’s assets, and shall continue to be effective or to be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations, whether as a fraudulent preference reviewable transactionor otherwise, all as though such payment or performance had not been made.In the event that any payment, or any part thereof, is rescinded,



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reduced, restored or returned, the Obligations shall bereinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

Section13.17Successors and Assigns.This Agreement shall be binding upon and inure to the benefit of the Credit Parties and Agent and each Lender and their respective successors and permitted assigns.

Section13.18USA PATRIOT Act Notification.Agent (for itself and not on behalf of any Lender) (for itself and not on behalf of any Lender), and each Lender hereby notifies Credit Parties that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record certain information and documentation that identifies Credit Parties, which information includes the name and address of the Credit Parties and such other information that will allow Agent, or such Lender, as applicable, to identify Credit Parties in accordance with the USA PATRIOT Act.

Section13.19Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Financing Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Financing Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b)theeffectsofanyBail-InActiononanysuchliability,including,ifapplicable:

(i)areductioninfull orinpartor cancellation of anysuchliability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or abridge institution that may be issued to it or otherwise conferred on it, and that such shares or otherinstrumentsofownershipwillbeacceptedbyitinlieuofanyrightswithrespecttoany such liability under this Agreement or any other Financing Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section13.20 ErroneousPayments.

(a)Each Lender and any other party hereto hereby severally agrees that if (i) the Agent notifies (which such notice shall be conclusive absent manifest error) suchLender (or the Lender which is an Affiliate of a Lender) or any other Person that has received funds from the Agent or any of its Affiliates, either for its own account or on behalf of a Lender (each such recipient, a “Payment Recipient”) that the Agenthas determined in its sole discretion that any funds received by such Payment Recipient were erroneously transmitted to, or otherwise erroneously or mistakenly receivedby, such Payment Recipient (whether or not known to such Payment Recipient) or (ii) any Payment Recipientreceivesany paymentfromtheAgent(orany ofits Affiliates)(x)thatis inadifferentamount than, or on a different date from, that specified in a notice of payment, prepayment or repaymentsentby the Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable,(y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, as applicable, or (z) that such Payment Recipient



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otherwise becomes aware was transmitted or received in error or by mistake (in whole or in part) then, in each case, an error in payment shall be presumed to have been made (any such amounts specified in clauses (i) or (ii) of this Section 13.20(a), whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise; individually and collectively, an “Erroneous Payment”),then,in each case, suchPayment Recipient is deemedtohaveknowledgeofsucherroratthetimeofitsreceiptofsuchErroneousPayment;provided that nothing in this Section shall require the Agent to provide any of the notices specified in clauses (i) or (ii) above. Each Payment Recipient agrees that it shall not assert any right or claim to any Erroneous Payment, and hereby waives any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agentfor the return of any Erroneous Payments, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(b)Withoutlimitingtheimmediatelyprecedingclause(a),eachPaymentRecipient agrees that, in the case of clause (a)(ii) above, it shall promptly notify the Agentin writing of such occurrence.

(c)In thecase ofeither clause(a)(i) or(a)(ii) above,suchErroneousPaymentshall at all times remain the property of the Agentand shall be segregated by the Payment Recipient andheld in trust for the benefit of the Agentand upon demand from the Agentsuch Payment Recipient shall (or, shall cause any Person who received any portion of an Erroneous Payment on its behalf to), promptly, but in all events no later than one BusinessDay thereafter, return to the Agentthe amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made in same day funds and in the currency so received, together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such PaymentRecipient to the date such amount is repaid to the Agentat the greater of the Federal Funds Rate and a rate determined by the Agentin accordance with banking industry rules on interbank compensation from time to time in effect.

(d)In the event that an Erroneous Payment (or portion thereof) is not recovered by the Agent for any reason, after demand therefor by the Agentin accordance with immediately preceding clause (c), from any Lender that is a Payment Recipient or an Affiliate of a Payment Recipient(suchunrecoveredamountastosuchLender,an“Erroneous Payment Return Deficiency”), then at the sole discretion of the Agentand upon the Agent’s written notice to such Lender (i) such Lender shall be deemed tohave made a cashless assignment of the full face amount of the portion of its Loans (but not its Revolving Loan Commitment Amount) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Loans”) to the Agent or, at the option of the Agent,the Agent’s applicablelending affiliate(such assignee,the“Agent Assignee”)in an amount that is equalto the Erroneous Payment Return Deficiency(or such lesser amount as the Agentmayspecify) (such assignment of the Loans (but not its Revolving Loan Commitment Amount, as applicable) of the Erroneous Payment Impacted Loans, the “Erroneous Payment Deficiency Assignment”) plus any accrued and unpaid interest on such assigned amount, without further consent or approval of any party hereto and without any payment by the Agent Assignee as the assignee of such Erroneous Payment Deficiency Assignment.Without limitation of its rights hereunder, following the effectiveness of the Erroneous Payment Deficiency Assignment, the Agentmay make a cashless reassignment to the applicable assigning Lender of any Erroneous Payment Deficiency Assignment at any time by written notice to the applicable assigning Lender and upon such reassignment all of the Loans assignedpursuanttosuch ErroneousPayment Deficiency Assignmentshallbereassignedto such Lenderwithout any requirement for payment or other consideration.The parties hereto acknowledge and agree that (1) any assignment contemplated in this clause (d) shall be made without any requirement for any payment or other consideration paid by the applicable assignee or received by the assignor, (2) the provisions of this clause (d) shall govern in the event of any conflict with the terms and conditions of Section 11.17 and (3) the Agent may reflect such assignments in the Register without further consent or action by any other Person.



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(e)Each party hereto hereby agrees that (x) in the event an Erroneous Payment (or portionthereof)isnotrecoveredfromanyPaymentRecipientthathasreceivedsuchErroneous Payment (or portion thereof) for any reason, the Agent(1) shall be subrogated to all the rights of such Payment Recipient and(2) is authorized to set off, net and apply anyand all amounts at any time owing to such Payment Recipient under any Financing Document, or otherwise payable or distributable by the Agentto such Payment Recipient from any source, against any amount due to the Agentunder this Section 13.20 or under the indemnification provisions of this Agreement, (y) the receipt of anErroneous Payment by a Payment Recipient shall not for the purpose of this Agreement be treated as a payment, prepayment, repayment, discharge or other satisfaction of any Obligations owed by the Borrower or any other Credit Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received bythe Agent from the Borrower or any other Credit Party for the purpose of making for a payment on the Obligations and (z) to the extent that an Erroneous Payment was in any way or at any time credited as payment or satisfaction of any of the Obligations, the Obligations or any part thereof that were so credited, and all rights of the Payment Recipient, as the case may be, shall be reinstated and continue in full force and effect as if such payment or satisfaction had never been received.

(f)Each party’s obligations under this Section 13.20 shall survive the resignation or replacement of the Agentor any transfer of right or obligations by, or the replacement of, a Lender, the termination of the Revolving Loan Commitments or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Financing Document.

The provisions of this Section 13.20 to the contrary notwithstanding, (i) nothing in this Section 13.20 will constitute a waiver or release of any claim of any party hereunder arising from any Payment Recipient’s receipt of an Erroneous Payment and (ii) there will only be deemed to be a recovery of the Erroneous Payment to the extent that Agenthas received payment from the Payment Recipient in immediately available funds the Erroneous Payment Return Deficiency, whether directly from the Payment Recipient, asa result oftheexercisebyAgentofits rights of subrogationor set off asset forthaboveinclause (e) or as a result of the receipt by Agent Assignee of a payment of the outstanding principal balance of theLoans assigned to Agent Assignee pursuant to an Erroneous Payment Deficiency Assignment, but excluding any other amounts in respect thereof (it being agreed that any payments of interest, fees, expenses or other amounts (other than principal) received by Agent Assignee in respect of the Loans assigned to Agent Assignee pursuant to an Erroneous Payment Deficiency Assignment shall be the sole property of the Agent Assignee and shall not constitute a recovery of the Erroneous Payment).

Section13.21 ExistingAgreementsSuperseded;ExhibitsandSchedules.

(a)The Existing Credit Agreement, includingtheschedules thereto,is superseded by this Agreement,includingthe schedules hereto, whichhas been executedin amendment, restatementand modification of, but not in novation or extinguishment of, the obligations under the Existing Credit Agreement.It is the express intention of the parties hereto to reaffirm the indebtedness and other obligations created under the Existing Credit Agreement.Any and all outstanding amounts under the Existing Credit Agreement including, but not limited to principal, accrued interest, fees (except as otherwise provided herein) and other charges, as of the Closing Date shall be carried over and deemed outstanding under this Agreement.

(b)Each Credit Party reaffirms its obligations under each Financing Document to which it is a party, including but not limited to the Security Documents and the schedules thereto.

Each Credit Party acknowledges and confirms that (i) the Liens and security interestsgrantedpursuanttotheFinancingDocumentssecuretheindebtedness,liabilitiesandobligations of the



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Borrowers and the other Credit Parties to Agent and the Lenders under the Existing Credit Agreement,asamendedandrestatedhereby,andthattheterm“Obligations”asusedintheFinancing

Documents (or any other term used therein to describe or refer to the indebtedness, liabilities and obligations of the Borrowers to Agent and the Lenders) includes, without limitation, the indebtedness, liabilities and obligations of the Borrowers under this Agreement and the Notes to be delivered hereunder,ifany,andundertheExistingCreditAgreement,asamendedandrestatedhereby,asthe same may befurtheramended, restated,supplementedand/ormodifiedfromtime totime, and(ii)thegrants of LiensunderandpursuanttotheFinancingDocumentsshallcontinueunaltered,andeachotherFinancing Document shall continue in full force and effect in accordance with its terms unless otherwise amended by the parties thereto, and the parties hereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Agreement and all references in the any of the Financing Documents to the “Credit Agreement” shall be deemed to refer to this Amended and Restated Credit, Security and Guaranty Agreement.

(c)Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Credit Agreement or the other Financing Documents.Nothing in this Agreement shall be construed as a release or other discharge of any Borrower or anyother Credit Party from its obligations and liabilities under the Existing Credit Agreement or the other Financing Documents.On the Closing Date, any and all references in any Financing Documents to the Existing Credit Agreement shall be deemed to be amended to refer to this Agreement.

[SIGNATURESAPPEARONFOLLOWINGPAGE(S)]



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IN WITNESSWHEREOF,intending to be legally bound, each of the parties have caused this Agreement to be executed as of the day and year first above mentioned.

BORROWER: RIGEL PHARMACEUTICALS, INC.

By: /s/ Dean Schorno

Name:Dean Schorno

Title:EVP,ChiefFinancialOfficer

AGENT:

MIDCAPFUNDINGIVTRUST

By: ApolloCapitalManagement,L.P., its investment manager

By: ApolloCapitalManagementGP,LLC, its general partner

By: /s/ Maurice Amsellem

Name: Maurice Amsellem

Title:AuthorizedSignatory

Address:

c/oMidCapFinancialServices,LLC,asservicer 7255 Woodmont Avenue, Suite 300

Bethesda,Maryland20814

Attn:AccountManagerforRigeltransaction E-mail:[*]

with acopyto:

c/oMidCapFinancialServices,LLC,asservicer 7255 Woodmont Avenue, Suite 300

Bethesda,Maryland20814 Attn:General Counsel

E-mail:[*]

LENDER: MIDCAPFINANCIALTRUST

By: ApolloCapitalManagement,L.P., its investment manager

By: ApolloCapitalManagementGP,LLC, its general partner

By: /s/ Maurice Amsellem

Name: Maurice Amsellem

Title:AuthorizedSignatory

ANNEXES,EXHIBITSANDSCHEDULES

[*]

FILING DETAILS