TEM Tempus AI Inc

Exhibit 10.1

Execution Version

THIRD AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT

This THIRD AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AND COLLATERAL AGREEMENT, dated as of February 3, 2025 (this “Amendment”), is by and among Tempus AI, Inc., a Delaware corporation (f/k/a Tempus Labs, Inc.) (the “Borrower”), each other Loan Party signatory hereto, Ares Capital Corporation, as administrative agent for the Lenders party to the Credit Agreement referred to below (in such capacity, the “Administrative Agent”), ACF Finco I LP, as revolving agent for the Lenders party to the Credit Agreement referred to below (in such capacity, the “Revolving Agent”; the Revolving Agent together with the Administrative Agent, collectively, the “Agents”), and the Lenders signatory hereto, each in their individual capacity as a Lender under the Credit Agreement as in effect immediately prior to this Amendment (each such Lender, an “Existing Lender”), and in their capacity, as applicable, as a provider of the (i) Third Amendment Effective Date Term Loan Commitments (as defined below) set forth opposite such Lender’s name on Schedule I attached hereto (each such Lender, a “Third Amendment Effective Date Term Lender”), and/or (ii) Revolving Commitments (as defined below) set forth opposite such Lender’s name on Schedule II attached hereto (each such Lender, a “Revolving Lender”).

WHEREAS, reference is hereby made to the Credit Agreement, dated as of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” and as amended by this Amendment, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto from time to time, the Administrative Agent, and Ares Capital Management LLC, as Lead Arranger and Bookrunner;

WHEREAS, reference is hereby made to the Guarantee and Collateral Agreement, dated as of September 22, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Collateral Agreement” and as amended by this Amendment, the “Collateral Agreement”), by and among the Borrower, as a Grantor, the other Loan Parties as Grantors and Guarantors and the Administrative Agent, as Collateral Agent;

WHEREAS, the Borrower has informed the Agents and the Lenders that the Borrower intends to purchase 100% of the Equity Interests of Ambry Genetics Corporation, a Delaware corporation (“Ambry”), and its Subsidiaries pursuant to the terms and conditions of (i) that certain Securities Purchase Agreement, dated as of November 4, 2024 (the “Third Amendment Effective Date Acquisition Agreement”), by and among Realm IDX, a Delaware corporation, as the “Seller” (as defined therein) thereunder (the “Seller”), the Borrower, in its capacity as the “Buyer” (as defined therein) thereunder, and Konica Minolta, Inc., a Japanese corporation, as the “Guarantor” (as defined therein) thereunder, and (ii) the other agreements, documents and instruments entered into in connection therewith (together with the Third Amendment Effective Date Acquisition Agreement, collectively, the “Third Amendment Effective Date Acquisition Documents,” and such acquisition, the “Third Amendment Effective Date Acquisition”);

WHEREAS, the Borrower has requested that (i) the Third Amendment Effective Date Term Lenders provide additional Term Loan Commitments to fund additional Term Loans in the aggregate principal amount of $200,000,000 (the “Third Amendment Effective Date Term Loan Commitments”; the Term Loans provided pursuant to the Third Amendment Effective Date Term Loan Commitments, the “Third Amendment Effective Date Term Loans”) in the amounts set forth on Schedule I attached hereto to (x) pay a portion of the consideration for the Third Amendment Effective Date Acquisition, and (y) pay fees, costs and expenses incurred by the Loan Parties in connection with the Third Amendment Effective Date Acquisition and this Amendment, and (ii) the Revolving Lenders provide priority senior secured revolving commitments in an aggregate principal amount of $100,000,000 (the “Revolving Commitments”; the revolving loans provided pursuant to the Revolving Commitments, the “Revolving Loans”) in the

amounts set forth on Schedule II attached hereto to (x) pay a portion of the consideration for the Third Amendment Effective Date Acquisition, (y) pay fees, costs and expenses incurred in connection with the Third Amendment Effective Date Acquisition and this Amendment, and (z) for working capital and general corporate purposes, and (iii) make certain other amendments to the Existing Credit Agreement as set forth herein; and

WHEREAS, subject to the terms and conditions set forth in this Amendment, (i) the Third Amendment Effective Date Term Lenders with a Third Amendment Effective Date Term Loan Commitment have agreed to make the Third Amendment Effective Date Term Loans, (ii) the Revolving Lenders with a Revolving Commitment have agreed to make the Revolving Loans (the “Third Amendment Effective Date Revolver Draw”) and (ii) the Administrative Agent and the Lenders (constituting all Existing Lenders party to the Existing Credit Agreement prior to the effectiveness of this Amendment on the Third Amendment Effective Date, the Third Amendment Effective Date Term Lenders and the Revolving Lenders) signatory hereto have agreed to make such amendments to the Existing Credit Agreement and the Existing Collateral Agreement, in each case, as more fully set forth herein.

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

Section 1. Defined Terms. Unless otherwise specifically defined herein, each capitalized term used herein has the meaning assigned to such term in the Credit Agreement.

Section 2. Amendments to Existing Credit Agreement. Subject to the satisfaction of the conditions set forth in Section 5 herein, on and as of the Third Amendment Effective Date (as defined below), and in reliance upon the representations and warranties of the Loan Parties set forth in Section 4 below, the Existing Credit Agreement is hereby amended as follows:

(a) The Existing Credit Agreement (including the exhibits, but excluding the signature pages and schedules thereto) is hereby amended to delete stricken text (indicated textually in the same manner as the following example: stricken text), to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text), and to move the green text (indicated textually in the same manner as the following examples: moved text and moved text), in each case, as set forth in the pages of the Credit Agreement attached as Annex A hereto.

(b) Schedules 2.01(a), 3.05, 3.06, 3.12, 3.13, 3.14 and 3.23 to the Existing Credit Agreement are, in each case, hereby amended and restated in its entirety to read as Annex B-1 attached hereto.

(c) Schedule 2.01(b) is hereby added as a new Schedule to the Credit Agreement to read as Annex B-2 attached hereto.

(d) Exhibits A, D, E, F, G, I-1, I-2, I-3, I-4 and J to the Existing Credit Agreement are, in each case, hereby amended and restated in their entirety to read as Annex C-1 attached hereto.

(e) Exhibits B and C are hereby added as new Exhibits to the Credit Agreement to read as Annex C-2 attached hereto.

Section 3. Amendment to the Collateral Agreement. Subject to the satisfaction of the conditions set forth in Section 5 herein, on and as of the Third Amendment Effective Date, and in reliance upon the representations and warranties of the Loan Parties set forth in Section 4 below, the Existing Collateral Agreement is hereby amended to amend and restate the definition of “Excluded Accounts” as follows:

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“Excluded Accounts” means, collectively, (a) any deposit account that is used exclusively for the payment of payroll, payroll taxes, employee benefits, withholding or escrow or fiduciary deposits or deposits permitted under the Credit Agreement, (b) any deposit account that is a zero balance account, (c) any deposit account holding solely cash collateral subject to a Lien permitted by Section 6.02 of the Credit Agreement, (d) any other deposit, securities, commodity or similar account, so long as the aggregate amount of available funds on deposit does not at any time exceed (x) $625,000 for any such account or (y) $1,250,000 for all such accounts and (e) any deposit account into which an Account Debtor makes payment under Medicare, Medicaid, TRICARE or any other health program operated by or financed in whole or in part by any foreign or domestic federal, state or local government so long as funds on deposit in such deposit account are transferred within two (2) Business Days to an account subject to a Springing Control Agreement.

Section 4. Representations and Warranties. Each Loan Party hereby represents and warrants to the Agents and each Lender that on the date hereof:

(a) Such Loan Party (i) is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) has the power and authority and all governmental rights, qualifications, approvals, authorizations, permits, accreditations, licenses and franchises material to the business of such Loan Party taken as a whole that are necessary to own its assets, to carry on its business as now conducted and as proposed to be conducted and to execute, deliver and perform its obligations under this Amendment and (iii) except where the failure to do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

(b) Such Loan Party is duly authorized by all necessary corporate or other action and, if required, stockholder action to enter into this Amendment.

(c) When executed and delivered by such Loan Party, this Amendment will constitute, a legal, valid and binding obligation of such Loan Party enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(d) The execution, delivery and performance by such Loan Party of this Amendment and each other Loan Document to which it is a party, and the Borrowings by the Borrower under the Credit Agreement (as amended by this Amendment) (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except those that are required or permitted to be obtained following consummation of the transactions contemplated by this Amendment, the absence of which individually or in the aggregate are not reasonably likely to result in a Material Adverse Effect and filings necessary to perfect Liens created under the Loan Documents, (ii) will not violate any Requirement of Law applicable to such Loan Party, (iii) will not violate or result in a default under any indenture or other material agreement or instrument binding upon such Loan Party or any of its assets, or give rise to a right thereunder to require any payment to be made by such Loan Party or give rise to a right of, or result in, termination, cancellation or acceleration of any material obligation thereunder, (iv) will not result in the creation or imposition of any Lien on any asset of such Loan Party, except Liens created under the Loan Documents and (v) will not violate any judgment, order, decree or injunction that is binding upon such Loan Party or any of their respective properties.

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(e) As of the Third Amendment Effective Date, (a) the fair value of the assets of the Borrower, and its subsidiaries, on a consolidated basis, at fair valuation, exceeds, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of the Borrower and its subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) the Borrower and its subsidiaries, on a consolidated basis, are able to pay their debts and liabilities, subordinated, contingent or otherwise, as such liabilities become absolute and matured and (d) the Borrower and its subsidiaries, on a consolidated basis, do not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted after the Third Amendment Effective Date.

(f) The Specified Acquisition Agreement Representations (as defined below) are true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially,” “Material Adverse Effect” (as defined in the Third Amendment Effective Date Acquisition Agreement) or a similar term, in which case such Specified Acquisition Agreement Representation shall be true and correct in all respects) on and as of the date of hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such Specified Acquisition Agreement Representation shall be true and correct in all material respects (except to the extent any such Specified Acquisition Agreement Representation is qualified by “materially,” “Material Adverse Effect” (as defined in the Third Amendment Effective Date Acquisition Agreement) or a similar term, in which case such Specified Acquisition Agreement Representation shall be true and correct in all respects) as of such earlier date).

Section 5. Conditions to Effectiveness. This Amendment, each Third Amendment Effective Date Term Lender’s obligation to provide the Third Amendment Effective Date Term Loan Commitments and each Revolving Lender’s obligation to provide the Revolving Commitments shall become effective on the first date (the “Third Amendment Effective Date”) when, and only when, each of the applicable conditions set forth below have been satisfied (or waived) in accordance with the terms herein:

(a) The Administrative Agent shall have received from the Borrower, each other Loan Party, the Revolving Agent and each Lender signatory hereto (constituting all Existing Lenders party to the Existing Credit Agreement prior to the effectiveness of this Amendment on the Third Amendment Effective Date, the Third Amendment Effective Date Term Lenders and the Revolving Lenders) a counterpart to this Amendment, duly executed and delivered on behalf of such party.

(b) The Administrative Agent shall have received each of the items set forth on Annex D attached hereto, in each case, in form and substance reasonably acceptable to the Administrative Agent.

(c) The Third Amendment Effective Date Acquisition shall have been consummated, or substantially simultaneously with the making of the Third Amendment Effective Date Term Loans and Third Amendment Effective Date Revolver Draw, will be consummated, in all material respects in accordance with the terms of the Third Amendment Effective Date Acquisition Agreement, after giving effect to any modifications, amendments, consents or waivers not prohibited by this clause (c). The Third Amendment Effective Date Acquisition Agreement shall not have been amended or waived or modified by the Borrower or any of its Affiliates in a manner

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materially adverse to the Lenders without the consent of each Lender (such consent not to be unreasonably withheld, delayed or conditioned (provided, that, the Lenders shall be deemed to have consented to such amendment, waiver or consent unless they shall object thereto within five (5) Business Days after written notice of such proposed amendment, waiver or consent)) (it being understood that (x) any substantive modification, amendment, consent or waiver to the definition of Material Adverse Effect (as defined in the Third Amendment Effective Date Acquisition Agreement as in effect on November 4, 2024) shall be deemed to be materially adverse to the Lenders, (y) any increase in the purchase price of the Third Amendment Effective Date Acquisition will be deemed not to be materially adverse to the Lenders so long as such increase is funded with Equity Interests or proceeds of Equity Interests (in each case, other than Disqualified Equity Interests), and (z) any reduction in the purchase price of the Third Amendment Effective Date Acquisition shall not be deemed to be materially adverse to the Lenders if applied to reduce the Third Amendment Effective Date Term Loan Commitments or Revolving Loan Commitments, as applicable.

(d) since November 4, 2024, there shall not have occurred and be continuing any “Material Adverse Effect” (as defined in the Third Amendment Effective Date Acquisition Agreement).

(e) the Borrower shall have paid in full the fees set forth in that certain Fee Letter, dated as of November 4, 2024 (the “Fee Letter”), by and among the Borrower, Ares Capital Management LLC, the Administrative Agent and the Revolving Agent.

(f) in addition to the amounts payable pursuant to the Fee Letter, the Administrative Agent shall have received all other fees and amounts due and payable on or prior to the Third Amendment Effective Date pursuant to the Loan Documents (in the case of expenses and reimbursement or payment of all reasonable and documented out-of-pocket expenses including reasonable fees, charges and disbursements of outside counsel), to the extent invoiced at least three (3) Business Day prior to the Third Amendment Effective Date) required to be paid or reimbursed by any Loan Party (which may be offset against the proceeds of the Third Amendment Effective Date Term Loan and Revolving Loans made on the Third Amendment Effective Date).

(g) the Lenders shall have received a pro forma consolidated balance sheet, and related consolidated statements of income and cash flows as of the last day of the most recent fiscal quarter for which unaudited financial statements are required to be delivered pursuant to clause (h) below, prepared after giving pro forma effect to the consummation of the transactions contemplated by this Amendment as if the transactions contemplated by this Amendment had occurred on the first day of the period covered thereby, which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).

(h) the Lenders shall have received (i) the unaudited consolidated balance sheets and related unaudited consolidated statements of income and cash flows of Ambry and its consolidated Subsidiaries, in each case, for the fiscal quarters ending June 30, 2024 and September 30, 2024, and (ii) the unaudited consolidated balance sheets and related unaudited consolidated statements of income and cash flows of the Borrower and its consolidated Subsidiaries, in each case, for the fiscal quarter ending September 30, 2024.

(i) the Agents and the Lenders shall have received, at least two (2) Business Days prior to the Third Amendment Effective Date, all documentation and other information about the

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Borrower, the other Loan Parties and Ambry as has been reasonably requested in writing at least ten (10) Business Days prior to the Third Amendment Effective Date by the Agents or the Lenders that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

(j)  (i) The Specified Acquisition Agreement Representations (as defined below) shall be true and correct in all material respects to the extent required by the Certain Funds Provisions (as defined below) and (ii) the Specified Representations (as defined below) shall be true and correct in all material respects on, or as of, the Third Amendment Effective Date (except in the case of any Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that to the extent that any Specified Representation is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, (A) the definition thereof shall be the definition of “Material Adverse Effect” (as defined in the Third Amendment Effective Date Acquisition Agreement) for purposes of the making or deemed making of such Specified Representation on, or as of, the Effective Date (or any date prior thereto) and (B) the same shall be true and correct in all respects. For purposes hereof, (x) “Specified Acquisition Representations” means the representations and warranties in the Third Amendment Effective Date Acquisition Agreement made by the Ambry or the Seller with respect to Ambry and its Subsidiaries as are material to the interests of the Lenders (in their capacities as such), but only to the extent that the Borrower has (and/or its applicable Affiliate has) the right to terminate its (and/or its Affiliates’) obligations under the Third Amendment Effective Date Acquisition Agreement or decline to consummate the Third Amendment Effective Date Acquisition as a result of a breach of such representations in the Third Amendment Effective Date Acquisition Agreement, (y) “Specified Representations” means the representations and warranties of the Loan Parties (as defined in the Existing Credit Agreement) set forth in the Existing Credit Agreement (as amended by this Amendment) relating to (i) corporate or other organizational existence, power and authority, due authorization, execution and delivery (in each case, solely related to the entering into and performance of the Amendment by the Loan Parties), (ii) enforceability and no violation of, or conflict with the charter documents of the Loan Parties, in each case, limited to the entry into this Amendment, incurrence of the indebtedness hereunder and the granting of the guarantees and security interests as required herein, (iii) Federal Reserve margin regulations, (iv) the Investment Company Act of 1940, (v) solvency as of the Third Amendment Effective Date (after giving effect to the transactions contemplated by this Amendment on the Third Amendment Effective Date) of the Borrower and its subsidiaries on a consolidated basis, (vi) subject to the provisions of this paragraph, creation, validity and perfection of security interests in the Collateral (subject to permitted liens), and (vii) the use of proceeds not violating OFAC, FCPA, money laundering, USA Patriot Act (as defined in the Existing Credit Agreement) and other anti-terrorism laws; and (z) “Certain Funds Provisions” means the provisions contained in this clause (j).

(k) the truth and accuracy of the representations and warranties in Section 3 hereof.

Section 6. Effect of Amendment; Reaffirmation and Ratification of Obligations; Etc. Except as expressly set forth herein or in the Credit Agreement, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or under any other Loan Document or constitute a course of conduct or dealing among the parties, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect after giving effect hereto. Each Loan Party hereby (a) acknowledges

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and agrees that the Credit Agreement and each other Loan Document to which it is a party is hereby confirmed and ratified and shall remain in full force and effect according to its respective terms, (b) ratifies and reaffirms the validity and enforceability of the appointment of the Collateral Agent as its proxy and attorney-in-fact under each applicable Loan Document and, as of the date hereof without in any way impairing any previous appointment, reappoints the Collateral Agent as its proxy and attorney-in-fact in accordance with the terms of such applicable Loan Documents, which appointment (i) is IRREVOCABLE (which shall survive the bankruptcy, dissolution or winding up of such Loan Party), (ii) shall remain valid and in full force and effect until the repayment in full of the Obligations, (iii) is coupled with an interest and (iv) is granted for the purpose of carrying out the provisions of the Loan Documents, as applicable. On and as of the Third Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereof,” “hereunder,” “herein” and “hereby” and each other similar reference, and each reference in any Loan Document to “the Credit Agreement,” “thereof,” “thereunder,” “therein” or “thereby” or any other similar reference to the Credit Agreement shall refer to the Credit Agreement as amended by this Amendment. This Amendment constitutes a Loan Document.

Section 7. Reserved.

Section 8. Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 9. Captions. Captions used in this Amendment are for convenience only and shall not affect the construction of this Amendment.

Section 10. Governing Law; Jurisdiction; Consent to Service of Process. This Amendment shall be construed in accordance with and governed by the laws of the State of New York. The provisions of Section 9.09(b), (c) and (d) and Section 9.10 are incorporated herein by reference, mutatis mutandis, and the parties hereto agree to such terms.

Section 11. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment constitutes the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 12. Covenants of New Lenders.

(a) Each Third Amendment Effective Date Term Lender that was not a Lender of record immediately prior to the Third Amendment Effective Date (a) represents and warrants that (i) from and after the Third Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of its respective Third Amendment Effective Date Term Loan Commitments and Third Amendment Effective Date Term Loans, shall have the obligations and rights of a Lender thereunder and (ii) it has independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to make its respective Third Amendment Effective Date Term Loans and (b) agrees that (i) it will, independently and without reliance on the

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Administrative Agent or any 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 action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

(b) Each Revolving Lender that was not a Lender of record immediately prior to the Third Amendment Effective Date (a) represents and warrants that (i) from and after the Third Amendment Effective Date, it shall be bound by the provisions of the Credit Agreement, as amended by this Amendment, as a Lender thereunder and, to the extent of its respective Revolving Commitments and Revolving Loans, shall have the obligations and rights of a Lender thereunder and (ii) it has independently and without reliance upon the Administrative Agent, the Revolving Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to make its respective Revolving Loans and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, Revolving Agent or any 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 action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

—Remainder of Page Intentionally Left Blank; Signature Pages Follow—

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

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

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

ANNEX A

Credit Agreement

See attached.

Execution Version

ANNEX A

MARKED VERSION REFLECTING CHANGES PURSUANT TO THE

THIRD AMENDMENT TO CREDIT AGREEMENT

ADDED TEXT SHOWN AS: UNDERSCORED

DELETED TEXT SHOWN AS: STRIKETHROUGH

MOVED TEXT SHOWN AS: UNDERSCORED OR STRIKETHROUGH, AS APPLICABLE

For the avoidance of doubt, the base Credit Agreement on which the amendments reflected in this Annex A have been made include conforming changes made to the Credit Agreement dated as of September 22, 2022 as amended by that certain (i) Limited Waiver and First Amendment to Credit Agreement, dated April 25, 2023, and (ii) Second Amendment to Credit Agreement, dated as of October 11, 2023.

CREDIT AGREEMENT

dated as of

September 22, 2022

by and among

TEMPUS LABSAI, INC.,

as the Borrower,

the Lenders party hereto from time to time,

and

ARES CAPITAL CORPORATION,

as Administrative Agent and Collateral Agent,

and

ACF FINCO I LP,

as Revolving Agent

ARES CAPITAL MANAGEMENT LLC,

as Lead Arranger and Bookrunner

TABLE OF CONTENTS

-i-

-ii-

-iii-

-iv-

SCHEDULES TO DISCLOSURE LETTER:

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CREDIT AGREEMENT

This CREDIT AGREEMENT is entered into as of September 22, 2022, by and among TEMPUS LABSAI, INC., a Delaware corporation (f/k/a Tempus Labs, Inc.) (the “Borrower”), the Lenders party hereto from time to time, ARES CAPITAL CORPORATION, as Administrative Agent, and ARES CAPITAL MANAGEMENT LLC, as Lead Arranger and Bookrunner, and ACF FINCO I LP, as Revolving Agent.

The Borrower has requested that the Lenders extend credit to the Borrower in the form of (i) Effective Date Term Loans in an aggregate principal amount not to exceed $175,000,000, which shall be funded on the Effective Date upon and subject to the terms and conditions set forth in this Agreement, (ii) First Amendment Effective Date Term Loans in an aggregate principal amount not to exceed $50,000,000, which shall be funded on the First Amendment Effective Date upon and subject to the terms and conditions set forth in the First Amendment, and (iii) Second Amendment Effective Date Term Loans in an aggregate principal amount not to exceed $35,000,000, which shall be funded on the Second Amendment Effective Date upon and subject to the terms and conditions set forth in the Second Amendment., (iv) Third Amendment Effective Date Term Loans in an aggregate principal amount not to exceed $200,000,000, which shall be funded on the Third Amendment Effective Date upon and subject to the terms and conditions set forth in the Third Amendment, and (v) Revolving Commitments in an aggregate principal amount not to exceed $100,000,000 which shall be funded in full on the Third Amendment Effective Date (the “Third Amendment Effective Date Revolver Draw”), upon and subject to the terms and conditions set forth in the Third Amendment.

The proceeds of (a) the Term Loans will be used by the Borrower (i) for working capital and general corporate purposes, (ii) to finance growth initiatives, (iii) to pay for operating expenses, and (iv) to pay the Transaction Costs., (v) to pay a portion of the consideration for the Third Amendment Effective Date Acquisition, (vi) to pay fees, costs and expenses incurred by the Loan Parties in connection with (x) the Third Amendment Effective Date Acquisition and (y) the Third Amendment and (b) the Revolving Loans will be used by the Borrower (i) to pay a portion of the consideration for the Third Amendment Effective Date Acquisition, (ii) to pay fees, costs and expenses incurred by the Loan Parties in connection with (x) the Third Amendment Effective Date Acquisition and (y) the Third Amendment and (iii) for working capital and general corporate purposes.

The Lenders are willing to extend such credit to the Borrower, on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Acceptable Foreign Jurisdiction” means Canada, the United Kingdom, Germany, Sweden, Netherlands, France, Austria and Japan.

“Account Debtor” means any Person who is obligated to an Account.

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

“ACF” means ACF Finco I LP.

“Administrative Agent” means Ares Capital Corporation, in its capacity as administrative agent for the Lenders under the Loan Documents, and any successor administrative agent.

“Administrative Questionnaire” means an administrative questionnaire in a form supplied by the Administrative Agent.

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

“Affiliate” means, with respect to a specified Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with the Person specified.

“Agent Indemnitee” has the meaning set forth in Section 8.07.

“Agents” means, as applicable, the Administrative Agent and, the Collateral Agent and the Revolving Agent.

“Aggregate Exposure” means with respect to any Lender at any time, an amount equal to (a) until the Effective Date, the aggregate amount of such Lender’s Commitments at such time and (b) thereafter, the aggregate then unpaid principal amount of such Lender’s Term Loans.

“Aggregate Cap” has the meaning set forth in the definition of “Consolidated Adjusted EBITDA.”

“Aggregate Exposure Percentage” means with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time., collectively, the Revolving Loan Exposure Percentage and the Term Loan Exposure Percentage.

“Agreement” means this Credit Agreement, as the same may be renewed, extended, modified, supplemented or amended from time to time.

“Annual Financial Statements” means the audited consolidated financial statements of the Borrower for the fiscal years ended December 31, 2019, December 31, 2020 and December 31, 2021.

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“Anti-Corruption Laws” all laws, rules, and regulations of any jurisdiction applicable to the Borrower or any Subsidiary from time to time concerning or relating to bribery or corruption.

“Anti-Terrorism Laws” has the meaning set forth in Section 3.17(a).

“Applicable Rate” means:

(xa) prior to the First Amendment Effective Date, the “Applicable Rate” as defined in this Agreement immediately prior to giving effect to the First Amendment and ;

(yb) from and after the First Amendment Effective Date immediately after giving effect to the First Amendment, through (but not including) the Third Amendment Effective Date, for any day with respect to any Term Loans, (ai) for any Interest Period for which the Borrower exercises the PIK Election, (iA) 4.00% per annum in the case of a Base Rate Loan or (iiB) 5.00% per annum in the case of a SOFR Loan or (bii) for any Interest Period for which the Borrower exercises the Cash Election, (iA) 6.25% per annum in the case of a Base Rate Loan or (iiB) 7.25% per annum in the case of a SOFR Loan.;

(c) from and after the Third Amendment Effective Date immediately after giving effect to the Third Amendment, for any day with respect to any Term Loans, the applicable rate per annum corresponding with the table set forth below:

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“Approved Fund” has the meaning set forth in Section 9.04(b).

The Applicable Rate shall be adjusted quarterly, to the extent applicable, as of the first (1^st) Business Day of the month following the date on which financial statements are required to be delivered pursuant to Section 5.01(b) (including with respect to the last fiscal quarter of each fiscal year) after the end of each related fiscal quarter based on the First Lien Leverage Ratio as of the last day of such fiscal quarter. Notwithstanding the foregoing, if the Borrower fails to deliver the financial statements required by Section 5.01(b), and the related Compliance Certificate required by Section 5.01(d), by the respective date required thereunder, the Applicable Rate shall be the rates corresponding to the First Lien Leverage Ratio of > 5.50 to 1.00 the foregoing table until such financial statements and Compliance Certificate are delivered.

If, as a result of any restatement of or other adjustment to the financial statements of the Loan Parties or for any other reason, the Administrative Agent reasonably determines that (a) the First Lien Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (b) a proper calculation of the First Lien Leverage Ratio would have resulted in different pricing for any period, then (i) if the proper calculation of the First Lien Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall automatically and retroactively be obligated to pay to the Administrative Agent, for the benefit of the applicable Lenders (or ratably to their respective assignees as of the date of such payment), promptly on demand by the Administrative Agent, an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period; and (ii) if the proper calculation of the First Lien Leverage Ratio would have resulted in lower pricing for such period, neither the Administrative Agent, the Revolving Agent nor any Lender shall have any obligation to repay any interest or fees to the Borrower; provided that if, as a result of any restatement or

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other event a proper calculation of the First Lien Leverage Ratio would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by the Borrower pursuant to clause (b)(i) above shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees paid for all such periods. This paragraph shall not limit the rights of the Administrative Agent, the Revolving Agent or any Lender, as the case may be, including the rights available under Article II or under Article VII.

(d) from and after the Third Amendment Effective Date immediately after giving effect to the Third Amendment, for any day with respect to any Revolving Loans, (i) 2.75% per annum in the case of a Base Rate Loan or (ii) 3.75% per annum in the case of a SOFR Loan. For the avoidance of doubt, the Revolving Loans shall not be subject to any PIK Interest and shall be payable solely in cash in accordance with this Agreement.

“Approved Fund” means, with respect to any Lender, any Fund that is administered, advised or managed by (a) a Lender, (b) an Affiliate of a Lender, (c) an entity or an Affiliate of an entity that administers, advises or manages a Lender or (d) a limited partner or member of any of the foregoing.

“Ares” means Ares Capital Corporation.

“Assignees” has the meaning set forth in Section 9.04(b)(i).

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.04) and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

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

“Available Basket Amount” means, as of any date of determination, (a) without duplication, the net cash proceeds of any issuance of Equity Interests of the Borrower (other than Disqualified Equity Interests) and 100% of the aggregate amount of cash contributions to the common capital of the Borrower, in each case after the Effective Date (in each case, to the extent not earmarked or for any other purposes under this Agreement or the other Loan Documents or Not Otherwise Applied), minus (b) the aggregate amount of Investments (including Permitted Acquisitions and payments in respect of earnouts, milestone and other similar deferred purchase price obligations) and other payments made in respect of the Google Note, in each case, made using the Available Basket Amount on or prior to such date.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) 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 (y) 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” pursuant to clause (d) of Section 2.14.

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

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

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

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof; provided, further, that such ownership interest does not result in or provide such Person 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 Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“Base Rate” means the greatest of (a) the “Prime Rate” appearing in the “Money Rates” section of The Wall Street Journal or another national publication selected by Agent, (b) the Federal Funds Rate plus 0.50%, (c) Term SOFR for a one-month tenor in effect on such day plus 1.00%, in each instance as of such day and (d) 2.00%. Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the Prime Rate, the Federal Funds Rate or Term SOFR for an Interest Period of one month.

“Base Rate Borrowing” means, when used in reference to any Borrowing, refers to whether the Loans comprising such Borrowing are bearing interest at a rate determined by reference to the Base Rate.

“Base Rate Loan” means, when used in reference to any Loan, refers to whether such Loan is bearing interest at a rate determined by reference to the Base Rate.

“Base Rate Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”.”

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“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to clause (a) of Section 2.14.

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

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

“Benchmark Replacement Date” means the earlier to occur of the following events with respect to the then-current Benchmark:

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

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

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) 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).

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“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 NYFRB, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

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

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

“Benchmark Transition Start Date” means, in the case of a Benchmark Transition Event, the earlier of (a) the applicable Benchmark Replacement Date and (b) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the ninetieth (90^th) 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 ninety (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 has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.14.

“Board” means the Board of Governors of the Federal Reserve System of the United States of America.

“Board of Directors” shall meanmeans, with respect to any Person, (i) in the case of any corporation, the board of directors of such Person or any committee thereof duly authorized to act on behalf

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of such board, (ii) in the case of any limited liability company, the board of managers, board of directors, manager or managing member of such Person, (iii) in the case of any partnership, the board of directors or board of managers of the general partner of such Person and (iv) in any other case, the functional equivalent of the foregoing.

“Borrower” has the meaning set forth in the preamble to this Agreement.

“Borrowing” means Loans of the same Type made, converted or continued on the same date and, in the case of SOFR Loans, as to which a single Interest Period is in effect.

“Borrowing Base” means, at any time, an amount equal to:

(a) the lesser of:

(i)  the Revolving Commitments, and

(ii)  the sum of:

(A)  an amount not to exceed 90% of the aggregate amount of the result of Eligible Accounts less the Dilution Reserve, if any, at such time; plus

(B)  100% of Qualified Cash in an amount not to exceed $50,000,000;

less

(b)  without duplication of any Reserves accounted for pursuant to clause (a)(ii) above, the aggregate amount of all Reserves in effect at such time.

The Borrowing Base at any time shall be determined by reference to the most recent Borrowing Base Certificate delivered to the Revolving Agent in accordance with this Agreement.

“Borrowing Base Certificate” means a certificate duly completed and executed by a financial officer of the Borrower, in the form of Exhibit B or any other form approved by the Revolving Agent.

“Borrowing Request” means a written request by the Borrower for a Borrowing in accordance with Section 2.03; provided that a written Borrowing Request shall be substantially in the form of Exhibit E, or such other form as shall be approved by the Administrative Agent.

“Business Day” means any day on which commercial banks are open for commercial banking business in Chicago, Illinois and New York, New York; provided, that for purposes of determining the rate of interest applicable to any Loan the reference rate for which utilizes Term SOFR and for any notice periods related to the borrowing or continuation of, or the conversion into, a SOFR Loan, “Business Day” shall exclude any 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.

“Capital Expenditure Carryover Amount” has the meaning specifiedset forth in Section 6.18.

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“Capital Expenditures” means, with respect to any Person for any period, the aggregate amount of all expenditures (whether paid in cash or accrued as a liability) by such Person during that period for the acquisition or leasing (pursuant to a Capital Lease) of fixed or capital assets or additions to property, plant, or equipment (including replacements, capitalized repairs, and improvements) which should be capitalized on the balance sheet of such Person in accordance with GAAP.

“Capital Lease” means any lease of property which in accordance with GAAP is required to be capitalized on the balance sheet of the lessee.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or tangible personal property, or a combination thereof, which obligations are, or are required to be, classified and accounted for as capital leases on the balance sheet of such Person under GAAP; provided, that for all purposes hereunder, any obligations of such Person that would have been treated as operating leases in accordance with Accounting Standards Codification 840 (regardless of whether or not then in effect) shall be treated as operating leases for purposes of all financial definitions, calculations and covenants, without giving effect to Accounting Standards Codification 842 requiring operating leases to be recharacterized or treated as capital leases.

“Cash Dominion Event” means (i) the occurrence of a Specified Event of Default; (provided that, if such Specified Event of Default is cured, waived or otherwise no longer exists, the Cash Dominion Event shall no longer be deemed to exist pursuant to this clause (i) until such time as another Specified Event of Default occurs), or (ii) Liquidity being less than the greater of (1) $15,000,000 and (2) 15% of the Maximum Revolving Commitment Amount (provided that, if Liquidity thereafter equals or exceeds the greater of (1) $15,000,000 and (2) 15% of the Maximum Revolving Commitment Amount for a period of thirty (30) consecutive days, the Cash Dominion Event shall no longer be deemed to exist pursuant to this clause (ii) until such time as Liquidity falls below the threshold in this clause (ii) on another occasion; provided, further that, (A) a Cash Dominion Event may not be deemed to have ended under clause (ii) of this definition on more than three (3) occasions in any period of three hundred sixty-five (365) consecutive days and (B) the expiration of any Cash Dominion Event in accordance with this definition shall not impair the commencement of any subsequent Cash Dominion Event).

“Cash Election” has the meaning specifiedset forth in Section 2.13(f)(i).

“Cash Equivalents” means:

(a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year from the date of acquisition thereof;

(b)  marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one (1) year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s;

(c) commercial paper maturing no more than three hundred sixty-five (365) days from the date of creation thereof and, at the time of acquisition, having a rating of at least A-2 from S&P or at least P-2 from Moody’s;

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(d)  certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within one (1) year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $500,000,000;

(e)  Deposit Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation;

(f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or any recognized securities dealer having combined capital and surplus of not less than $500,000,000, having a term of not more than thirty (30) days, with respect to securities satisfying the criteria in clauses (a) or (d) above;

(g)  debt securities with maturities of six (6) months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above; and

(h)  Investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.

“Cash Management Bank” has the meaning set forth in Section 2.20(a).

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as subsequently amended.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.15(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“Change of Control” means:

(a) at any time prior to an IPO, the Permitted Holders, directly or indirectly, shall cease to beneficially own (within the meaning of Rule 13d-3 and Rule 13d-5 under the Exchange Act) Equity Interests representing more than 50.1% of the total voting power of all of the outstanding voting stock of the Borrower;

(b) at any time on or after an IPO, the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), but excluding any employee benefit plan and/or Person acting as the trustee, agent or other fiduciary or administrator therefor, other than one or more Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, amalgamation, consolidation or other business

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combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Equity Interests representing more than 35.0% of the total voting power of all of the outstanding voting stock of the Borrower;

(c) Eric Lefkofsky shall cease to have the right or ability by voting power, contract or otherwise to elect or designate for election at least a majority of the Board of Directors of the Borrower;

(d) Eric Lefkofsky shall (i) cease to be the Chief Executive Officer of the Borrower and (ii) cease to be a member of the Board of Directors of the Borrower, in each case within three (3) years of the Effective Date and, in each case, except as a result of his death, disability or incapacitation; or

(e) the occurrence of a “Change of Control”,” as defined in any Material Indebtedness.

“Charges” has the meaning set forth in Section 9.13.

“Claims Act” has the meaning set forth in the definition of “Health Care Laws.”

“Code” means the Internal Revenue Code of 1986 and the rules and regulations promulgated thereunder, as amended from time to time.

“Collateral” means any and all “Collateral”,” as defined in any applicable Security Document (which shall include the Mortgaged Properties) and all other property of whatever kind subject or purported to be subject from time to time to a Lien under any Security Document.

“Collateral Agent” means Ares Capital Corporation, in its capacity as collateral agent for the Lenders under this Agreement and any Security Document.

“Collateral Agreement” means the Guarantee and Collateral Agreement among the Loan Parties and the Collateral Agent, dated as of the Effective Date (as amended or supplemented from time to time).

“Collateral and Guarantee Requirement” means the requirement that:

(a) the Collateral Agent shall have received from each Loan Party either (i) a counterpart of the Collateral Agreement duly executed and delivered on behalf of such Loan Party or (ii) in the case of any Person that becomes a Loan Party after the Effective Date, a supplement to the Collateral Agreement, in the form specified therein, duly executed and delivered on behalf of such Loan Party;

(b) all outstanding Equity Interests of each wholly ownedwholly-owned Subsidiary owned directly by any Loan Party shall have been pledged pursuant to the Collateral Agreement (except that the Loan Parties (i) shall not be required to pledge or otherwise grant security interests in (A) any assets of a direct or indirect Foreign Subsidiary or (B) any assets of any Domestic Subsidiary if substantially all of its assets consist of the Equity Interests or Equity Interests and Indebtedness of (x) one or more direct or indirect Foreign Subsidiaries that are “controlled foreign corporations” under Section 957 of the Code if any of the dividends of such controlled foreign corporation are not entitled to the dividends received deduction under Section

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245A of the Code (as reasonably determined by the Borrower in good faith) or (y) other Domestic Subsidiaries otherwise described in this clause (B) (each, a “FSHCO”) or (C) any equity interests (as determined for U.S. federal income tax purposes) of (1) a direct or indirect Domestic Subsidiary of a direct or indirect Foreign Subsidiary, (2) any direct or indirect Domestic Subsidiary that is treated as a disregarded entity for U.S. federal income tax purposes if substantially all of its assets consists of the Equity Interests or indebtedness (as determined for U.S. federal income tax purposes) of one or more direct or indirect Foreign Subsidiaries, and (3) that are voting equity interests of (x) any Foreign Subsidiary or (y) any FSHCO, in each case, in excess of 65% of the voting equity interests and 100% of the outstanding non-voting equity interests thereof, and (ii) shall not be required to make any pledge, the pledge of which would constitute a violation of law or any contract permitted under this Agreement) and the Collateral Agent shall have received certificates or other instruments (if any) representing all such Equity Interests, together with undated stock powers or other instruments of transfer with respect thereto endorsed in blank;

(c) all Indebtedness for borrowed money of a Subsidiary in excess of $250,000 that is owing to any Loan Party shall be evidenced by a promissory note and shall have been pledged pursuant to the Collateral Agreement, and the Collateral Agent shall have received all such promissory notes and other promissory notes required to be delivered pursuant to the Collateral Agreement, together with undated instruments of transfer with respect thereto; provided, however, that the foregoing delivery requirement with respect to any intercompany indebtedness may be satisfied by delivery of an omnibus or global intercompany note executed by all Loan Parties as payees and all such obligors as payors;

(d) all documents and instruments, including Uniform Commercial Code financing statements and control agreements, required by law or reasonably requested by the Collateral Agent to be executed, filed, registered or recorded to create the Liens intended to be created by the Collateral Agreement and perfect such Liens to the extent required by the Collateral Agreement, shall have been executed, filed, registered or recorded or delivered to the Collateral Agent for filing, registration or recording; and

(e) the Collateral Agent shall have received (i) counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid senior secured Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02, and such surveys and legal opinions (excluding zoning and land use opinions if the title insurance policy includes a zoning endorsement), completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property and other documents as the Collateral Agent may reasonably request with respect to any such Mortgage or Mortgaged Property.

Notwithstanding anything to the contrary in this Agreement or any Security Document, (i) no Loan Party shall be required to pledge or grant security interests in any Excluded Asset (as defined in the Collateral Agreement) and (ii) no perfection steps or other actions or filings outside of the United States shall be required. The Administrative Agent may grant extensions of time for the perfection of security interests in or the obtaining of title insurance or surveys with respect to particular assets (including extensions beyond the Effective Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower, that perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this

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Agreement or the Security Documents. Notwithstanding the foregoing provisions of this definition or anything in this Agreement or any other Loan Document to the contrary, Liens required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall be subject to exceptions and limitations set forth in the Security Documents.

“Commitment” means, individually or collectively, the Term Loan Commitment and/or the Revolving Commitment, as the context may require.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. §1 et. seq.), as amended from time to time, and any successor statute.

“Competitors” means any Person who is not an Affiliate of a Loan Party and who engages (or whose Affiliate engages), as its primary business, in the same or similar business as the Permitted Business.

“Compliance Certificate” means a certificate duly completed and executed by a financial officer of the Borrower, in the form of Exhibit C or any other form approved by the Administrative Agent.

“Confidential Disclosure Letter” means that certain Confidential Disclosure Letter, dated as of the Effective Date, and delivered by the Borrower to the Agents.

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

“Conforming Revolving Lender DIP Financing” has the meaning set forth in Section 9.18(b)(ii)(7).

“Conforming Term Lender DIP Financing” has the meaning set forth in Section 9.18(b)(i)(2)(F).

“Consolidated Adjusted EBITDA” means, for a specified measurement period, an amount determined for the Borrower and its Subsidiaries on a consolidated basis equal to:

(a)  Consolidated Net Income, plus

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(b)  to the extent deducted in calculating Consolidated Net Income for such period, the sum of, without duplication, amounts for:

(i)  total depreciation expense;

(ii)  total amortization expense;

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

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

(v)  non-cash charges, expenses or losses (other than (x) any non-cash item to the extent it represents an accrual of, or reserve for, anticipated cash expenditures in any future period and (y) any non-cash item relating to write-downs, write-offs or reserves with respect to accounts receivable or inventory);

(vi) losses associated with the extinguishment of Indebtedness;

(vii)  any non-cash increase in expenses due to purchase accounting associated with the transactions contemplated by the Third Amendment;

(viii)  to the extent not adjusted in the definition of Consolidated Net Income, any unrealized gain or loss due solely to fluctuations in currency values;

(ix)  extraordinary, unusual or non-recurring charges, expenses or losses;

(x) the amount of fees, costs and expenses paid to the Administrative Agent or the Lenders in connection with this Agreement, any other Loan Documents or agreements with respect to any Indebtedness permitted under this Agreement, including any amendments, waivers or other modifications to any of the foregoing;

(xi)  to the extent actually reimbursed in cash from insurance proceeds and deducted from Consolidated Net Income, the amount of expenses for such period with respect to any business interruption, liability, casualty or other events of loss covered by an insurance policy;

(xii)  fees, costs and expenses in connection with any actual or proposed (A) issuance, repayment (including breakage fees and any unamortized fees, costs and expenses paid in cash in connection with such repayment), amendment, negotiation, modification, restatement, waiver, forbearance or other transaction cost related to Indebtedness (including any refinancing of Indebtedness), (B) issuance of Equity Interests permitted hereunder, (C) Permitted Acquisitions and other similar Investments permitted hereunder, (D) Restricted Payment permitted hereunder or (E) Disposition permitted hereunder, in each case, whether or not consummated or successful;

(xiii)  the amount of any restructuring costs, integration costs, business optimization expenses or costs, retention, recruiting, relocation and signing bonuses and expenses, location closing costs, severance costs and transaction fees and expenses; and

(xiv)  solely for purposes of determining compliance with the First Lien Leverage Ratio required under Section 6.12(c), the Leverage Cure Amount, if any, received by the Borrower in accordance with Section 7.02(b);

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provided, however, that the amounts in the foregoing clauses (b)(ix), (b)(x), (b)(xi), (b)(xii) and (b)(xiii), shall not exceed in the aggregate 25% of Consolidated Adjusted EBITDA (the “Aggregate Cap”) (before giving effect to any of the amounts that may be added back pursuant to the foregoing clause (b)); provided further, that for purposes of determining the First Lien Leverage Ratio, Consolidated Adjusted EBITDA (including any component definition thereof) shall be determined on a pro forma basis.

“Consolidated First Lien Debt” means, as at any date of determination, the aggregate principal amount of Consolidated Total Debt outstanding on such date that is secured by Collateral that does not rank junior to the Liens on the Collateral securing the Obligations.

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

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

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“Consolidated Total Debt” means the outstanding principal amount of all Indebtedness of the types described in clauses (a), (b), (d), (f) (to the extent such guarantee is of Indebtedness of the types described in clauses (a) and (b)), (g), (h) and (j) of the definition of “Indebtedness,” including guarantees of the foregoing in each case of the Loan Parties, determined on a consolidated basis in accordance with GAAP; provided that, for the avoidance of doubt, “Consolidated Total Debt” shall exclude, without limitation, any hedging obligations, lease obligations in connection with any sale leaseback transaction, undrawn letters of credit, and earnout obligations to the extent not then due and payable and not recognized as a debt on a balance sheet in accordance with GAAP.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Control Agreement” has the meaning assigned to such term in the Collateral Agreement.

“Controlled Deposit Account” has the meaning assigned to such term in the Collateral Agreement.

“Controlled Securities Account” has the meaning assigned to such term in the Collateral Agreement.

“Credit Party” means each of the Administrative Agent, the Collateral Agent, the Revolving Agent and the Lenders.

“Cure Amount” has the meaning set forth in Section 7.02.

“Cure Right” has the meaning set forth in Section 7.02.

“Declined Proceeds” has the meaning set forth in Section 2.11(l).

“Default” means any event or condition that constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“Defaulting Lender” means, subject to Section 2.21, any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans or (ii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Administrative Agent in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans, provided that the Administrative Agent may, by notice to the Borrower and the other Lenders, declare that such Defaulting Lender is no longer a Defaulting Lender pursuant to this clause (c) upon the Administrative Agent’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, (d) has become the subject of a Bankruptcy Event or (e) has become the subject of a Bail-In Action.

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

“Deposit Account Control Agreement” has the meaning assigned to such term in the Collateral Agreement.

“Designated Account” means the Deposit Account of the Borrower identified on Schedule 2.01(b) as a “Designated Account” (or such other Deposit Account of the Borrower located at Designated Account Bank that has been designated as such, in writing, by the Borrower to Collateral Agent).

“Designated Account Bank” means the depositary institution shown on Schedule 2.20 which maintains the Designated Account of the Borrower (or such other bank that is located within the United States that has been designated as such, in writing, by the Borrower to Collateral Agent).

“Dilution” means, as of any date of determination, a percentage, based upon the experience during any prior period selected from time to time by Revolving Agent in its sole discretion, that is the result of dividing the dollar amount of (a) bad debt write-downs, discounts, advertising allowances, credits, or other dilutive items with respect to Loan Parties’ Accounts during such period, by (b) Loan Parties’ 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 incremental whole percentage point by which Dilution is in excess of 5.00%.

“DIP Financing” has the meaning set forth in Section 9.18(b).

“Disposition” has the meaning set forth in Section 6.05.

“Disqualified Equity Interests” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case, at the option of the holder of the Equity Interest), or upon the happening of any event, matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Equity Interest, in whole or in part, other than in each case solely in exchange for Qualified Equity Interests (and cash in lieu of fractional shares), on or prior to the date that is ninety-one (91) days after the Term Loan Maturity Date. Notwithstanding the preceding sentence, (w) any Equity Interest that would constitute Disqualified Equity Interests solely because the holders of the Equity Interest have the right to require the Borrower or the Subsidiary that issued such Equity Interest to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale will not constitute Disqualified Equity Interests if the terms of such Equity Interest provide that the Borrower may not repurchase such Equity Interest unless the Borrower would be permitted to do so in compliance with Section 6.08any such requirement becomes operative only after, or payment thereunder is subject to the prior, repayment in full of all the Loans and all other Obligations that are accrued and payable and the termination of the Commitments, (x) any Equity Interest that would constitute Disqualified Equity Interests solely as a result of any redemption feature that is conditioned upon, and subject to, compliance with Section 6.08 will not constitute Disqualified Equity Interests, (y) any Equity Interest issued to any plan for the benefit of employees will not constitute Disqualified Equity Interests solely because it may be required to be repurchased by the Borrower or the Subsidiary that issued such Equity Interest in order to satisfy applicable statutory or regulatory obligations and (z) any class of Equity Interests of such Person that by its terms requires or permits such Person to satisfy its obligations thereunder

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by delivery of Qualified Equity Interests shall not be deemed to be Disqualified Equity Interests. The amount of Disqualified Equity Interests deemed to be outstanding at any time for purposes of this Agreement will be the maximum amount that the Borrower and its Subsidiaries may become obligated to pay upon the maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Equity Interests, exclusive of accrued dividends.

“Disqualified Institution” means (a) any competitor of the Borrower or its Subsidiaries identified in writing by or on behalf of the Borrower to (i) the Lead Arranger prior to the Effective Date or (ii) the Administrative Agent from time to time after the Effective Date with the written consent of the Administrative Agent (in its sole discretion), (b) those particular banks, financial institutions, other institutional lenders and other Persons identified by or on behalf of the Borrower to the Lead Arranger in writing (as provided herein) (x) prior to the Effective Date (or related funds of any such Persons) or (y) after the Effective Date with the written consent of the Administrative Agent (in its sole discretion) and (c) any Affiliate of the entities described in the preceding clauses (a) or (b) that are either (w) reasonably identifiable as such on the basis of their name or (x) are identified as such in writing by or on behalf of the Borrower to (i) the Lead Arranger prior to the Effective Date or (ii) the Administrative Agent from time to time after the Effective Date (other than, in each case, Affiliates that constitute bona fide debt funds primarily investing in loans); provided that any Person that is a Lender or a Participant and subsequently becomes a Disqualified Institution (but was not a Disqualified Institution at the time it became a Lender or a Participant, as applicable) shall be deemed to not be a Disqualified Institution hereunder (in the case of any such Participant that is not a Lender, solely with respect to the participations held by such Participant). The identity of Disqualified Institutions may be disclosed (i) by the Administrative Agent to a Lender upon request and (ii) by any Lender to any prospective Lender, Participant or Eligible Assignee, subject to the acknowledgment and acceptance by such prospective Lender, Participant or Eligible Assignee that the identity of Disqualified Institutions is being disseminated on a confidential basis and that such prospective Lender, Participant or Eligible Assignee shall be bound by the same confidentiality restrictions as those applicable to the Lender making such communication, but will not be otherwise posted or distributed to any Person. Notwithstanding anything to the contrary contained in this Agreement, (a) the Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions and (b) the Borrower (on behalf of themselves and the other Loan Parties) and the Lenders acknowledge and agree that the Administrative Agent shall have no responsibility or obligation to determine whether any Lender or potential Lender is a Disqualified Institution and that the Administrative Agent shall have no liability with respect to any assignment or participation made to a Disqualified Institution.

“dollars” or “$” refers to lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary incorporated or organized under the laws of the United States of America, any State thereof or the District of Columbia.

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

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

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“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.

“Effective Date” means September 22, 2022.

“Effective Date Term Lender” means, at any time, any Term Lender that has an Effective Date Term Loan Commitment or an outstanding Effective Date Term Loan.

“Effective Date Term Loan Commitments” means, with respect to each Effective Date Term Lender, such Effective Date Term Lender’s Term Loan Commitment to make an Effective Date Term Loan hereunder on the Effective Date as set forth on Schedule 2.01(a) opposite such Effective Date Term Lender’s name under the heading “Effective Date Term Loan Commitment”,” expressed as an amount representing the maximum principal amount of the Effective Date Term Loan to be made by such Effective Date Term Lender hereunder, as such commitment may be reduced or increased from time to time pursuant to this Agreement and as amended to reflect assignments. Unless the context shall otherwise require, the term “Effective Date Term Loan Commitments” shall include any commitment to Replacement Term Loans of such Effective Date Term Lender. The aggregate amount of the Effective Date Term Loan Commitments as of the Effective Date is $175,000,000.

“Effective Date Term Loans” has the meaning set forth in Section 2.01(a)(i).

“Eligible Accounts” means, subject to the criteria below, an account receivable of a Loan Party, which was generated in the Ordinary Course of Business, which was generated originally in the name of a Loan Party and not acquired via assignment or otherwise. The net amount of an Eligible Account at any time shall be the face amount of such Eligible Account as originally billed minus all cash collections and other proceeds of such Account received from or on behalf of the Account Debtor thereunder as of such date and any and all returns, rebates, discounts, credits, allowances or excise taxes of any nature at any time issued, owing, claimed by Account Debtors, granted, outstanding or payable in connection with such Accounts at such time. Without limiting the generality of the foregoing, no Account shall be an Eligible Account if:

(a)   the Account remains unpaid (i) more than one hundred twenty (120) days past the claim or invoice date or (ii) more than one hundred eighty (180) days after the applicable goods or services have been rendered or delivered;

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

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

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

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(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 Requirement of 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 permitted under Section 6.02), or the Collateral Agent does not have a first priority, perfected Lien on such Account (other than Eligible Government Accounts);

(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 the Collateral Agent;

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

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

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

(k)   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;

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

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

(n)   except for Specified Foreign Account Debtors, the Account Debtor has its principal place of business or executive office outside the United States;

(o)   the Account is payable in a currency other than United States dollars;

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(p)   the Account Debtor is an individual;

(q)   (i) except with respect to Eligible Government Accounts, and except to the extent that Account Debtors are already paying into a Deposit Account that is subject to a Springing Control Agreement, the Loan Party owning such Account has not delivered notices directing the Account Debtors to make payment to the applicable Deposit Account that is subject to a Springing Control Agreement, and (ii) in the case of an Eligible Government Account, the Loan Party owning such Account has not delivered notices directing the Account Debtor to make payment to a zero balance account that sweeps daily to a Deposit Account that is subject to a Springing Control Agreement;

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

(s)   [reserved];

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

(u)   Accounts owed by an Account Debtor or an Affiliate of an Account Debtor, regardless of whether or otherwise eligible, to the extent that the aggregate balance of such Accounts exceeds twenty percent (20%) of the aggregate amount of all Eligible Accounts; provided, that, in each case, the amount of Eligible Accounts that are excluded because they exceed the foregoing percentage or amount, as applicable, shall be determined by Revolving Agent in its Permitted Discretion based on all of the otherwise Eligible Accounts prior to giving effect to any eliminations based upon the foregoing concentration limit; or

(v)   Government Accounts solely to the extent such Accounts do not constitute Eligible Government Accounts.

“Eligible Assignee” has the meaning set forth in Section 9.04(a).

“Eligible Government Accounts” means (i) all Medicare Advantage Accounts and (ii) such other Government Accounts that have been approved by the Ares investment committee following satisfactory completion of related diligence and satisfactory changes to the Loan Parties’ existing cash management construct.

“Environmental Laws” means all laws (including the common law), rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to pollution or the protection of the environment, preservation or reclamation of natural resources, the presence, management, Release or threatened Release of any Hazardous Material, or to health and safety matters relating to exposure to Hazardous Materials in the workplace.

“Environmental Liability” means liabilities, obligations, damages, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages and medical monitoring, investigation or remediation costs), whether contingent or otherwise, arising out of or relating to any actual or alleged failure to comply with Environmental Law, including with respect to (a) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (b) exposure to any Hazardous Materials, or (c) the Release or threatened Release of any Hazardous Materials.

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“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest from the issuer thereof, but excluding any debt securities convertible into such shares or other such equity interests unless such debt securities are converted into such shares or other such equity interests.

“ERISA” means the Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, including Section 414(m) and (o) of the Code solely for purposes of Section 412 of the Code and Section 302 of ERISA.

“ERISA Event” means (a) any “reportable event”,” as defined in Section 4043 of ERISA or the regulations issued thereunder, with respect to a Plan (other than an event for which the thirty (30) day notice period is waived), (b) a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived, (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, with respect to the termination of any Plan, (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any written notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) the receipt by the Borrower or any ERISA Affiliate of any written notice relating to the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, (g) the receipt by the Borrower or any ERISA Affiliate of any written notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any written notice, concerning a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or that a Multiemployer Plan is in “critical” status within the meaning of Section 432 of the Code or Section 305 of ERISA; or (h) the occurrence of a nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which is reasonably likely to result in a Material Adverse Effect.

“Erroneous Payment” has the meaning specifiedset forth in Section 8.118.10(a).

“Erroneous Payment Subrogation Rights” has the meaning specifiedset forth in Section 8.118.10(d).

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

“Event of Default” has the meaning set forth in Section 7.01.

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“Excess Net Proceeds” has the meaning set forth in Section 2.11(c).

“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations of the SEC promulgated thereunder.

“Excluded Accounts” has the meaning assigned to such term in the Collateral Agreement.

“Excluded Assets” has the meaning set forthassigned to such term in the Collateral Agreement.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation, if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act at the time the Guarantee of such Guarantor becomes effective with respect to such related Swap Obligation.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender its applicable lending office located in the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17(a), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f), and (d) any withholding Taxes imposed under FATCA.

“Executive Order” has the meaning set forth in Section 3.17(a).

“Extraordinary Advances” has the meaning set forth therefor in Section 2.04(b)(iii).

“Fair Market Value” means, the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress or necessity of either party, determined in good faith by the Board of Directors, chief executive officer or chief financial officer of the Borrower.

“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 regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreements, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“FDA” means the Federal Food and Drug Administration.

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“Federal Funds Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by depositary institutions, as determined in such manner as the NYFRB shall set forth on its public website from time to time, and published on the next succeeding business dayBusiness Day by the NYFRB as the federal funds effective rate,; provided that if the Federal Funds Rate shall be less than zero, such rate shall be deemed to zero for the purposes of calculating such rate.

“Fee Letter” means the Fee Letter, dated as of the Effective DateNovember 4, 2024, by and between the Administrative Agent, the Revolving Agent, the Lead Arranger, and the Borrower and the Lenders party thereto.

“Field Exams” has the meaning set forth in Section 5.09(b).

“Financial Officer” means the chief financial officer, chief executive officer, principal accounting officer, treasurer or controller of the Borrower (or other officer with equivalent duties), in each case in his or her capacity as such.

“Financial Performance Covenants” means the covenants of the Borrower set forth in Section 6.12.

“First Amendment” means that certain Limited Waiver and First Amendment to Credit Agreement, dated as of the First Amendment Effective Date, by and among the Borrower, the other Loan Parties party thereto, Administrative Agent, Lead Arranger, Sole Bookrunner and the Lenders party thereto (including, for the avoidance of doubt, the First Amendment Effective Date Term Lenders).

“First Amendment Effective Date” means April 25, 2023.

“First Amendment Effective Date Term Lender” means, at any time, any Term Lender that has a First Amendment Effective Date Term Loan Commitment or an outstanding First Amendment Effective Date Term Loan.

“First Amendment Effective Date Term Loan Commitments” means, with respect to each First Amendment Effective Date Term Lender, such First Amendment Effective Date Term Lender’s Term Loan Commitment to make a First Amendment Effective Date Term Loan hereunder on the First Amendment Effective Date as set forth on Schedule 2.01(a) opposite such First Amendment Effective Date Term Lender’s name under the heading “First Amendment Effective Date Term Loan Commitment”,” expressed as an amount representing the maximum principal amount of the First Amendment Effective Date Term Loan to be made by such First Amendment Effective Date Term Lender hereunder, as such commitment may be reduced or increased from time to time pursuant to this Agreement and as amended to reflect assignments. Unless the context shall otherwise require, the term “First Amendment Effective Date Term Loan Commitments” shall include any commitment to Replacement Term Loans of such Term Lender. The aggregate amount of the First Amendment Effective Date Term Loan Commitments as of the First Amendment Effective Date is $50,000,000.

“First Amendment Effective Date Term Loans” has the meaning set forth in Section 2.01(ba)(ii).

“First Amendment Make WholeMake-Whole/Prepayment Fee Amount” has the meaning set forth in Section 2.12(c)(i).

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“First Lien Leverage Ratio” means, with respect to any measurement date, the ratio of (a) Consolidated First Lien Debt as of such date to (b) Consolidated Adjusted EBITDA for the most recently completed four (4) fiscal quarter period for which financial statements have been delivered and ended prior to such date.

“Fitch” means Fitch Ratings Inc.

“Floor” means a rate of interest equal to 1.00% per annum.

“Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course.

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

“GAAP” means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time; provided, however, that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then, upon the prior written consent of the Administrative Agent, such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, (a) all terms of an accounting or financial nature used in this Agreement shall be construed, and all computations of amounts and ratios referred to in this Agreement shall be made without giving effect to any election under Accounting Standards Codification Topic 825—Financial Instruments, or any successor thereto or comparable accounting principle (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Borrower or any Subsidiary at “fair value,” as defined therein and (b) the amount of any Indebtedness under GAAP with respect to Capital Lease Obligations shall be determined in accordance with the definition of Capital Lease Obligations.

“Google Note” means that certain Convertible Promissory Note, dated as of June 22, 2020, issued by the Borrower to Google LLC.

“Government Accounts” means collectively, any and all Accounts which are (a) Medicare Accounts, (b) Medicaid Accounts, (c) TRICARE Accounts, (d) Accounts pertaining to Indian Health Services, the Department of Defense, Veteran Administration, or (e) any other Account payable by a Governmental Authority acceptable to the Revolving Agent in its Permitted Discretion.

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“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association of Insurance Commissioners). For avoidance of doubt, the term Governmental Authority includes any and all Public Health Regulatory Agencies.

“Guarantee” of or by any Person (the “guaranteeing person”) means any obligation, contingent or otherwise, of the guaranteeing person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guaranteeing person, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party or applicant in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation, provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business, customary and reasonable indemnity obligations in effect on the Effective Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement (other than such obligations with respect to Indebtedness) or product warranty obligations. The amount of any Guarantee of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which the Guarantee is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee.

“Guarantors” means the collective reference to the Subsidiary Loan Parties.

“Hazardous Materials” means all explosive, radioactive, infectious, chemical, biological, medical or toxic materials, and all other chemicals, materials, substances, wastes, pollutants or contaminants in any form, including petroleum or petroleum byproducts, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas and all other materials, substances or wastes of any nature, in each case to the extent regulated pursuant to any Environmental Law.

“Health Care Laws” means all applicable federal and state laws, rules or regulations pertaining to clinical laboratory services, including (i) the federal Anti-Kickback Statute (42 U.S.C. §1320a-7b(b)), Sections 1320a-7 and 1320a-7a of Title 42 of the United States Code, the Physician Self- Referral Law, commonly known as the “Stark Law” (42 U.S.C. §§ 1395nn and 1396(s)), the Civil Monetary Penalties Law, including without limitation the Beneficiary Inducement Statute (42 U.S.C. § 1320a-7a), the civil False Claims Act (31 U.S.C. §3729 et seq.), or any regulations promulgated pursuant to such statutes, or similar state or local statutes or regulations (the “Claims Act”); (ii) the Health Insurance Portability and Accountability Act of 1996 (Pub. L. No. 104-191) as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, (42 U.S.C. § 17921, et seq.) and the regulations promulgated thereunder and similar state or local statutes or regulations governing the privacy or security of patient information (collectively, “HIPAA”); (iii) Medicare (Title XVIII of the Social Security Act) and the regulations promulgated thereunder; (iv) Medicaid (Title XIX of the Social Security Act) and the regulations promulgated thereunder as well as comparable state Medicaid statutes and regulations; (v) all

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applicable licensure, permitting or certification laws and regulations and (vi) any and all other applicable federal and state clinical laboratory services laws, rules and regulations, including those related to the submission of false claims, fee-splitting, kickbacks, and self-referrals.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding trade accounts payable and accrued obligations incurred in the ordinary course of business), (e) all obligations of others secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, but limited, in the event such secured obligations are nonrecourse to such Person, to the fair value of such property, (f) all Guarantees by such Person of the Indebtedness of any other Person, (g) all Capital Lease Obligations of such Person, (h) the face amount of all letters of credit issued for the account of such Person to the extent drawn and unreimbursed and all reimbursement or payment obligations with respect to surety bonds and other similar instruments issued by such Person, (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and (j) all Disqualified Equity Interests of such Person valued, as of the date of determination, at the greater of (i) the maximum aggregate amount that would be payable upon maturity, redemption, repayment or repurchase thereof (or of Disqualified Equity Interests or Indebtedness into which such Disqualified Equity Interests is convertible or exchangeable) and (ii) the maximum liquidation preference of such Disqualified Equity Interests (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Equity Interests). The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, the term “Indebtedness” shall not include (i) post-closing payment adjustments, earn-outs or non-compete payments to which the seller in any Permitted Acquisition is or may become entitled until such obligations are due and payable, (ii) amounts that any member of management, the employees or consultants of the Borrower or any of the Subsidiaries may become entitled to under any cash incentive plan in existence from time to time (iii) contingent obligations incurred in the ordinary course of business or in respect of operating leases and not in respect of borrowed money, (iv) deferred or prepaid revenues, (v) purchase price holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other unperformed obligations of the respective seller, (vi) current liabilities due to affiliates in connection with cash management arrangements in the ordinary course of business, or (vii) Non-Financing Lease Obligations.

“Indemnified Taxes” means Taxes other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document.

“Indemnitee” has the meaning set forth in Section 9.03(b).

“Information” has the meaning set forth in Section 9.12.

“Intellectual Property” has the meaning assigned to such term in the Collateral Agreement.

“Interest Election Request” means a written request by the Borrower to convert or continue a Term Loan Borrowing in accordance with Section 2.07, provided that a written Interest Election Request shall be substantially in the form of Exhibit F, or such other form as shall be approved by the Administrative Agent.

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“Interest Payment Date” means (a) with respect to any Base Rate Loan, the last Business Day of each March, June, September and December and (b) with respect to any SOFR Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part.

“Interest Period” means, with respect to any SOFR Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is three months thereafter, provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period (c) no Interest Period applicable to a Term Loan or a portion thereof shall extend beyond any date upon which any scheduled principal payment in respect of such Term Loan is due unless the aggregate principal amount of such Term Loan represented by Base Rate Borrowings or SOFR Borrowings having Interest Periods that will expire on or prior to such date is equal to or in excess of the amount of such principal payment, (d) no tenor removed from this definition pursuant to Section 2.14 shall be available and (e) no Interest period shall extend beyond the Term Loanapplicable Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Investment” means with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or other obligations), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, current receivables due from affiliates in connection with cash management arrangements and commission, travel, relocation and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment for subsequent changes in the value of such Investment, net of any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Borrower or a Subsidiary in respect of such Investment.

“Investment Grade” means, in respect of any Person as of any date of determination, such Person’s securities are rated BBB- or better by S&P or Fitch or Baa3 or better by Moody’s (or rated with an equivalent rating from another rating agency reasonably acceptable to the Administrative Agent), in each case, as of such date of determination.

“IP Rights” has the meaning set forth in Section 3.19.

“IPO” means a bona fide underwritten initial public offering of Equity Interests of the Borrower or any direct or indirect parent of the Borrower after the Effective Date.

“Junior Capital Raise Date” means the date upon which the Borrower has raised an aggregate principal amount of at least $75,000,000 (measured on an aggregate basis with respect to all

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proceeds received from and after the Third Amendment Effective Date) of subordinated junior Indebtedness, in form and substance and on terms and provisions reasonably satisfactory to the Administrative Agent, and/or Equity Interests (other than Disqualified Equity Interests); provided, that, if in the form of subordinated junior Indebtedness (such subordinated junior Indebtedness, the “Proposed Subordinated Debt”), such Proposed Subordinated Debt shall (i) be unsecured, with cash pay of no more than 3.00% per annum, (ii) have a maturity date of no earlier than one hundred eighty (180) days outside of the Maturity Date and (iii) shall be subject to a subordination agreement in form and substance reasonably satisfactory to the Administrative Agent; provided, further, to the extent such date does not occur on or prior to June 30, 2026, then the Junior Capital Raise Date shall be deemed to not occur.

“Lenders” means the banks and other financial institutions or entities from time to time parties to this Agreement (including any Person that shall have become a party hereto pursuant to an Assignment and Assumption) other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“Leverage Cure Amount” has the meaning set forth in Section 7.02(b).

“Leverage Cure Right” has the meaning set forth in Section 7.02(b).

“Liabilities” shall meanmeans any and all Indebtedness, Taxes, liabilities, and obligations, whether known or unknown, accrued or fixed, or absolute or contingent, matured or unmatured or determined or reasonably determinable.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset or other arrangement to provide priority or preference with respect to such asset or (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event shall an operating lease in and of itself be deemed a Lien.

“Liquidity” means, at any time, the sum of, without duplication, (x) Availability (excluding any Availability as a result of including Qualified Cash in the Borrowing Base), plus (y) unrestricted cash and cash equivalentsCash Equivalents of the Borrower plus the unrestricted cash and cash equivalentsCash Equivalents of the Subsidiaries (all of the outstanding Equity Interests of which are owned, directly or indirectly, by the Borrower) of the Borrower with respect to which the Administrative Agent has a first priority perfected Lien pursuant to a Control Agreement (excluding any Qualified Cash in the Borrowing Base for which the Borrower has utilized for outstanding Revolver Usage).

“Loan Documents” means this Agreement, the promissory notes, if any, executed and delivered pursuant to Section 2.09(e), the Fee Letter, the Collateral Agreement and the other Security Documents.

“Loan Parties” means the Borrower and the Subsidiary Loan Parties.

“Loans” means the Term Loans made by the, any Revolving Loan, Swingline Advance or Extraordinary Advance made (or to be made) by the applicable Lenders to the Borrower pursuant to this Agreement.

“Make WholeMake-Whole/Prepayment Fee Amount” has the meaning set forth in Section 2.12(c)(ii).

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“Make-Whole Premium” means:

(x) with respect to any prepayment of Term Loans (other than the Second Amendment Effective Date Term Loans and the Third Amendment Effective Date Term Loans), the excess of (a) the “present value” as of the date of such prepayment of (i) the prepayment price of the Term Loans (other than the Second Amendment Effective Date Term Loans) being prepaid at the first anniversary of the First Amendment Effective Date, in the amount of 105% of the principal amount of the Term Loans (other than the Second Amendment Effective Date Term Loans and the Third Amendment Effective Date Term Loans) being prepaid, and (ii) the amount of interest that would have been payable on the aggregate principal amount of the Term Loans (other than the Second Amendment Effective Date Term Loans and the Third Amendment Effective Date Term Loans) being prepaid, repaid, or accelerated if such principal amount had been outstanding from the date of prepayment, repayment, or acceleration through the first anniversary of the First Amendment Effective Date (excluding interest accrued prior to such prepayment date) over (b) the principal amount of the Term Loans (other than the Second Amendment Effective Date Term Loans) and the Third Amendment Effective Date Term Loans) being prepaid; provided that the Make-Whole Premium applicable to the Term Loans (other than the Second Amendment Effective Date Term Loans and the Third Amendment Effective Date Term Loans) may in no event be less than zero; and

(y) with respect to any prepayment of the Second Amendment Effective Date Term Loans, the excess of (a) the “present value” as of the date of such prepayment of (i) the prepayment price of the Second Amendment Effective Date Term Loans being prepaid at the first anniversary of the Second Amendment Effective Date, in the amount of 105% of the principal amount of the Second Amendment Effective Date Term Loans being prepaid, and (ii) the amount of interest that would have been payable on the aggregate principal amount of the Second Amendment Effective Date Term Loans being prepaid, repaid, or accelerated if such principal amount had been outstanding from the date of prepayment, repayment, or acceleration through the first anniversary of the Second Amendment Effective Date (excluding interest accrued prior to such prepayment date) over (b) the principal amount of the Second Amendment Effective Date Term Loans being prepaid; provided that the Make-Whole Premium applicable to the Second Amendment Effective Date Term Loans may in no event be less than zero.

For purposes of this definition, “present value” with respect to each of clauses (x)(a)(i), (x)(a)(ii), (y)(a)(i) and (y)(a)(ii) hereof shall be computed using a discount rate applied quarterly equal to the Treasury Rate as of such prepayment date plus 50 basis points. For the avoidance of doubt, (i) all PIK Interest capitalized to principal of the Term Loans is to be included in the Make-Whole Premium, and (ii) the calculation of interest in clausewith respect to the Term Loans in clauses (x)(a)(ii) and (y)(b)(ii) above shall be calculated without PIK Interest for any period for which the Borrower has exercised the Cash Election.

“Material Acquisition” means the acquisition of a Person (or Subsidiary, line of business or division of a Person) that involves the payment of consideration by the Borrower and its Subsidiaries in excess of $25,000,000.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, assets, properties, contingent liabilities or financial condition of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform any obligation under any Loan Document or (c) the rights of or benefits available to the Lenders and Agents under any Loan Document or the ability of the Agents and the Lenders to enforce the Loan Documents.

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“Material Disposition” means a Disposition that involves the payment of consideration in excess of $25,000,000.

“Material Indebtedness” means Indebtedness (other than the Loans), or obligations in respect of one or more Swap Agreements, of any one or more of the Loan Parties in an aggregate principal amount exceeding $10,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of any Loan Party in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Loan Party would be required to pay if such Swap Agreement were terminated at such time.

“Material Real Property” means (i) the real property owned by any Loan Party identified on Schedule 3.05, and (ii) any other real estate owned (but not leased) by a Loan Party located in the United States having a Fair Market Value in excess of $5,000,000; provided, that, notwithstanding anything to the contrary contained herein, the real property located at 7 Argonaut, Aliso Viejo, California 92656 shall not constitute Material Real Property at any time.

“Material Regulatory Liabilities” means (i) any claims, actions, suits, judgments, damages, losses, liability, fines or penalties arising from the violation of Public Health Laws, other applicable laws, or the terms, conditions of or requirements applicable to any Registrations (including costs of actions required under applicable law, including Public Health Laws, or necessary to remedy any violation of any terms or conditions applicable to any Registrations) and (ii) any net loss of recurring annual revenues as a result of any loss, suspension or limitation of any Registrations, which, in the case of the foregoing clauses (i) and (ii), exceeds $10,000,000, individually or in the aggregate.

“Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to the latest to mature of any Loan or Commitment hereunder at such time, including the latest maturity or expiration date of any Term Loan, any Revolving Commitment or Revolving Loan, in each case as extended in accordance with this Agreement from time to time.

“Maximum Rate” has the meaning set forth in Section 9.13.

“Maximum Revolving Commitment Amount” means $100,000,000, in each case decreased by the amount of reductions in the Revolving Commitments made in accordance with Section 2.08(b).

“Medicaid” means that means-tested entitlement program under Title XIX of the Social Security Act, which provides federal grants to states for medical assistance based on specific eligibility criteria, as set forth at Section 1396, et seq. of Title 42 of the United States Code, as amended, and any statute succeeding thereto.

“Medicaid Account” means an Account payable pursuant to an agreement entered into between a state agency or other entity administering Medicaid in such state and a healthcare facility or physician under which the healthcare facility or physician agrees to provide services or supplies for Medicaid patients.

“Medicare” means that government-sponsored entitlement program under Title XVIII of the Social Security Act, which provides for a health insurance system for eligible individuals, as set forth at Section 1395, et seq. of Title 42 of the United States Code, as amended, and any statute succeeding thereto.

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“Medicare Account” means an Account payable pursuant to an agreement entered into between a state agency or other entity administering Medicare in such state and a healthcare facility or physician under which the healthcare facility or physician agrees to provide services or supplies for Medicare patients.

“Medicare Advantage” means an insurance policy offered by a private insurance carrier that has contracted with Medicare to provide coverage with respect to certain Medicare services, which may also be commonly referred to in the industry as a “Part C” plan or “MA Plus” Plan.

“Medicare Advantage Account” means a medical savings Account payable pursuant to Medicare Advantage.

“Minimum Liquidity Amount” has the meaning set forth in Section 6.12(a).

“Minimum Revolving Interest Amount” has the meaning set forth in Section 2.13(h).

“Monthly Financial Statements” means the unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower for each month ended after July 31, 2022 and at least thirty (30) days prior to the Effective Date.

“Moody’s” means Moody’s Investors Service, Inc.

“Mortgage” means a mortgage, deed of trust, assignment of leases and rents or other security document granting a Lien on any Mortgaged Property to secure the Obligations. Each Mortgage shall be reasonably satisfactory in form and substance to the Collateral Agent.

“Mortgaged Property” means each parcel of or other interests in real property owned by a Loan Party and improvements thereto owned by a Loan Party with respect to which a Mortgage is granted pursuant to Section 4.01, 5.12 or 5.13. In no event shall Mortgaged Property include, nor shall any Loan Party be obligated to grant a Mortgage with respect to any property that does not constitute Material Real Property.

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions.

“Net Proceeds” means, with respect to any event, (a) the cash proceeds actually received in respect of such event including (i) any cash received in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but only as and when received, (ii) in the case of a casualty, insurance proceeds but only as and when received and (iii) in the case of a condemnation or similar event, condemnation awards and similar payments actually received, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third parties in connection with such event (including reasonable and documented attorney’s fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, underwriting discounts and commissions, other customary expenses and brokerage, consultant, accountant and other customary fees), (ii) in the case of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a condemnation or similar proceeding), (X) the amount of all payments required to be made as a result of such event to repay Indebtedness (other than Loans) secured by such asset, in the case of any such sale, transfer or other disposition of an asset of a Subsidiary that is not a Guarantor, the amount of any repayments of Indebtedness

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of such Subsidiary other than intercompany Indebtedness made with the proceeds of such sale, transfer or other disposition and (Y) in the event that a Subsidiary makes a pro rata payment of dividends to all of its stockholders from any cash proceeds, the amount of dividends paid to any stockholder other than the Borrower or any other Subsidiary; provided that any cash proceeds of a sale, transfer or other disposition of an asset by a Subsidiary that is not a Subsidiary Loan Party that are subject to legal or contractual restrictions on repatriation to the Borrower will not be considered Net Proceeds for so long as such proceeds are subject to such restrictions; provided, however, that any such contractual restrictions on repatriation were not entered into in contemplation of such sale, transfer or other disposition of assets and (iii) the amount of all Taxes paid (or reasonably estimated to be payable), including any withholding taxes and other taxes reasonably estimated to be payable in connection with the repatriation of such Net Proceeds from a Foreign Subsidiary (or through a chain of Foreign Subsidiaries and Domestic Subsidiaries) and the amount of any reserves established to fund liabilities reasonably estimated to be payable, in each case during the year that such event occurred, the next succeeding year, or any year in which an installment payment in connection with such event is received and that, in each case, are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer).

“Non-Consenting Lender” has the meaning set forth in Section 9.02(b).

“Non-Financing Lease Obligation” means a lease obligation that is not required to be accounted for as a financing or capital lease on both the balance sheet and the income statement for financial reporting purposes in accordance with GAAP (including, without limitation, FASB ASC 842). For the avoidance of doubt, a straight-line or operating lease shall be considered a Non- Financing Lease Obligation.

“Not Otherwise Applied” means, with reference to the amount of any capital contributions, Net Proceeds from the issuance of Equity Interests that is proposed to be applied to a particular use or transaction, that such amount was not previously applied in determining the permissibility of a transaction under the Loan Documents where such permissibility was (or may have been) contingent on the receipt or availability of such amount.

“Note” means the collective reference to any promissory note evidencing Loans.

“NPL” means the National Priorities List under CERCLA.

“NYFRB” means the Federal Reserve Bank of New York.

“Obligations” has the meaning set forth in the Collateral Agreement and shall include any Make Whole/Prepayment Fee AmountPremium and Erroneous Payment Subrogation Rights.

“OFAC” has the meaning set forth in Section 3.17(b)(v).

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

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax other than connections arising solely from (and that would not have existed but for) such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document.

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“Other Taxes” means any and all present or future recording, stamp, documentary, transfer, sales, property or similar Taxes, charges or levies arising from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19(b)).

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

“Participant” has the meaning set forth in Section 9.04(e).

“Participant Register” has the meaning set forth in Section 9.04(e).

“Payment Recipient” has the meaning specifiedset forth in Section 8.118.10(a).

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“Perfection Certificate” means a certificate in the form of Exhibit D or any other form approved by the Collateral Agent.

“Periodic Term SOFR Determination Day” has the meaning set forth in the definition of “Term SOFR”.”

“Permitted Acquisition” means purchases or other acquisitions by the Borrower or any of its Subsidiaries of the Equity Interests in a Person that, upon the consummation thereof, will be a Subsidiary of the Borrower (including as a result of a merger or consolidation) or all or substantially all of the assets of, or assets constituting one or more business units of, any Person that, upon the consummation thereof, will constitute assets of the Borrower or a Subsidiary of the Borrower; provided that, with respect to each such purchase or other acquisition:

(a) all transactions related to such purchase or acquisition shall be consummated in all material respects in accordance with all applicable laws;

(b) in the case of any acquisition the aggregate upfront consideration for which exceeds $10,000,000, the Borrower shall (i) give the Administrative Agent at least ten (10) Business Days’ (or such later date as is satisfactory to the Administrative Agent) prior written notice of any such purchase or acquisition and (ii) provide the Administrative Agent with a diligence memorandum in reasonable detail, historical financial statements and reports, and a buy-side quality of earnings report if applicable (and if such consideration equals or is less than $10,000,000, the Borrower shall provide the Administrative Agent with items described in this clause (ii) in any event to the extent available);

(c) in the case of any acquisition the aggregate upfront consideration for which exceeds $10,000,000, the Borrower shall provide to the Administrative Agent drafts of the acquisition documents at least five (5) Business Days prior to the closing of such acquisition or such shorter period as is satisfactory to the Administrative Agent (with updates and executed copies thereof provided to Administrative Agent as soon as available);

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(d) the Borrower shall provide to the Administrative Agent as soon as available but in any event not later than five (5) Business Days (or such later date as is satisfactory to the Administrative Agent in its sole discretion) after the execution thereof, a copy of any executed purchase agreement or similar agreement with respect to any such purchase or acquisition;

(e) any such newly-created or acquired Subsidiary, or the Borrower or any Subsidiary that is the acquirer of assets in connection with an asset acquisition, shall comply with all applicable requirements under Sections 5.12 and 5.13 (subject to any applicable grace period set forth therein), as applicable;

(f) immediately before and after giving effect to any such purchase or other acquisition and any Indebtedness assumed or incurred in connection therewith, no Specified Event of Default shall have occurred and be continuing;

(g) immediately after giving effect to any such purchase or other acquisition, the Borrower shall be in compliance with the Financial Performance Covenants;

(h) the aggregate amount of the consideration paid in connection with all such Permitted Acquisitions consummated from and after the Effective Date shall not exceed $50,000,000 (minus all amounts expended in reliance on Section 6.04(a)(iv), Section 6.04(a)(xv), Section 6.08(a)(vi), Section 6.08(b)(ii) and Section 6.08(b)(iii)), plus the Available Basket Amount; provided, that the aggregate amount of the consideration paid in connection with targets (including assets of targets) that do not become Guarantors or assets that do not become Collateral shall not exceed $5,000,000;

(i) no Indebtedness or Liens are assumed or incurred in connection with any such purchase or acquisition, other than Indebtedness assumed in connection therewith (and not incurred in connection therewith or incurred in contemplation thereof) to the extent constituting Capital Lease Obligations, purchase money Indebtedness or letters of credit and otherwise permitted by the terms of Section 6.01 and related liens otherwise permitted by Section 6.02; and

(j) the proposed acquisition is consensual (not “hostile”) and, if applicable, has been approved by the acquisition target’s Board of Directors.

“Permitted Business” means (i) any business engaged in by the Borrower or any of its Subsidiaries on the Effective Date and (ii) any business or other activities that are reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, such businesses.

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

“Permitted Encumbrances” means:

(a) Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.05;

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(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction contractors and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or that are being contested in good faith;

(c) (i) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations and (ii) pledges and deposits in the ordinary course of business securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Borrower or any Subsidiary;

(d) deposits to secure the performance of bids, trade contracts, government contracts, leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to secure health, safety and environmental obligations);

(e) judgment liens in respect of judgments that do not constitute an Event of Default under Section 7.01(k);

(f) easements, zoning restrictions, rights-of-way, encroachments, protrusions, minor defects or irregularities of title and other similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not either detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary, in each case in any material respect;

(g) landlords’ and lessors’ and other like Liens in respect of rent not in default;

(h) any Liens shown on the title insurance policies in favor of the Collateral Agent insuring the Liens of the Mortgages;

(i) leases, licenses, subleases or sublicenses, in each case in the ordinary course of business and which do not materially interfere with the business of the Borrower and the Subsidiaries;

(j) Liens securing the Obligations;

(k) Liens in favor of customs and revenue authorities arising as a matter of law and in the ordinary course of business to secure payment of customs duties in connection with the importation of goods; and

(l) any option or other agreement to purchase any asset of the Borrower or any of its Subsidiaries, the purchase, sale or other disposition of which is not prohibited by this Agreement;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted Holders” means Eric Lefkofsky, Brad Keywell and Kimberly Keywell, together with their Affiliates, estates and trusts.

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“Permitted Investments” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within three hundred sixty-five (365) days from the date of acquisition thereof and having, at such date of acquisition, a credit rating from S&P or Moody’s of at least A2 or P2, respectively;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within three hundred sixty-five (365) days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof that has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

(e) investments in money market funds that comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended, substantially all of whose assets are invested in investments of the type described in clauses (a) through (e) above; and

(f) investments permitted by the Borrower’s Board of Director approved investment policy as approved from time to time by the Administrative Agent in its sole discretion.

“Permitted Refinancing” means, with respect to any Person, any modification, refinancing, refunding, renewal, replacement or extension of any Indebtedness of such Person; provided that (a) the principal amount (or if issued with original issue discount, the issue price) thereof does not exceed the principal amount (or if issued with original issue discount, the accreted value) of the Indebtedness so modified, refinanced, refunded, renewed, replaced or extended except by an amount equal to unpaid accrued interest (including capitalized interest) and premium thereon plus other amounts owing or paid related to such Indebtedness, and fees, premiums, penalties and expenses (including any upfront fees and original issue discount) reasonably incurred, in connection with such modification, refinancing, refunding, renewal, replacement or extension and by an amount equal to any existing commitments unutilized thereunder, (b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to clause (vi) of Section 6.01(a), such modification, refinancing, refunding, renewal, replacement or extension has a final maturity date equal to or later than the final maturity date of, and has a weighted average life to maturity equal to or greater than the weighted average life to maturity of, the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, (c) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted pursuant to clause (vi) of Section 6.01(a), at the time thereof, no Event of Default shall have occurred and be continuing and (d) if such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is Subordinated Indebtedness, to the extent such Indebtedness being modified, refinanced, refunded, renewed, replaced or extended is subordinated in right of payment to the Obligations, such modification, refinancing, refunding, renewal, replacement or extension is subordinated in right of payment to the Obligations on terms at least as

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favorable to the Lenders as those contained in the documentation governing the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended, and such modification, refinancing, refunding, renewal, replacement or extension is incurred by one or more Persons who is an obligor of the Indebtedness being modified, refinanced, refunded, renewed, replaced or extended.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“PIK Election” has the meaning specifiedset forth in Section 2.13(f)(i).

“PIK Interest” has the meaning specifiedset forth in Section 2.13(a)(i).

“Plan” means any employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to the provisions of Title IV or Section 302 of ERISA or Section 412 of the Code, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prepayment Event” means:

(a) any sale, transfer or other disposition of any property or asset of the Borrower or any Subsidiary resulting in Net Proceeds in excess of $5,000,000 (in any single transaction or series of related transactions), other than dispositions described in clauses (a), (b), (c), (d), (e), (f), (h), (k), (l), (n), (o) and (p) of Section 6.05; or

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower or any Subsidiary resulting in Net Proceeds in excess of $5,000,000 with respect to such event; or

(c) the incurrence or issuance by the Borrower or any Subsidiary of any Indebtedness, other than Indebtedness permitted under Section 6.01, or as otherwise permitted by the Required Lenders in accordance with Section 9.02.

“Prepayment Fee Amount” has the meaning set forth in Section 2.12(c)(iv).

“Prepayment Premium” has the meaning set forth in Section 2.12(c)(iv).

“Prime Rate” means the rate of interest from time to time announced by The Wall Street Journal as its prime commercial lending rate (it being understood that such prime commercial rate is a reference rate and does not necessarily represent the lowest or best rate being quoted by The Wall Street Journal).

“Pro Forma Financial Statements” means the pro forma consolidated balance sheet of the Borrower and the Subsidiaries as the last day of the month of the most recently ended for which Monthly Financial Statements have been delivered, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date; provided that (i) such pro forma consolidated balance sheet shall be prepared in good faith by the Borrower and (ii) such pro forma consolidated balance sheet shall not be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).

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“Projections” means the model delivered by the Borrower as of June 14, 2022 (as adjusted for changes reasonably agreed with the Administrative Agent).

“Proposed Change” has the meaning set forth in Section 9.02(b).

“Proposed Subordinated Debt” has the meaning set forth in the definition of “Junior Capital Raise Date.”

“Protective Advances” has the meaning set forth therefor in Section 2.04(b)(i).

“Public Health Laws” means any and all federal, state, local, foreign and international laws and any and all standards incorporated therein by reference, where compliance with such standards is required under such laws, relating to the procurement, development, manufacture, production, analysis, evaluation, distribution, dispensing, administration, importation, exportation, use, handling, quality, sale, pricing, reimbursement, or promotion of any food, drug, biological, gene therapy product, medical device, tissue- or cell-based product, or similar product (including any ingredient or component of such products) or of any other product or activity subject to regulation under the Federal Food, Drug, and Cosmetic Act, the Public Health Service Act, the Controlled Substances Act, or similar federal, state, local, foreign and international law (including laws governing controlled substances, pharmacy, wholesale and other distribution activities, research animal welfare, poison prevention packaging, tamper resistant packaging and consumer product safety). Without limiting the generality of the foregoing, Public Health Laws shall include the federal Food, Drug and Cosmetic Act, 21. U.S.C. § 301 et seq., and implementing regulations, all legally binding ethical standards relating to human subject research and clinical trials, including without limitation the Federal Policy for the Protection of Human Subjects, 45 C.F.R. part 46, and all other related state, local and foreign laws.

“Public Health Regulatory Agency” means an authority or agency responsible for the implementation of a Public Health Law. The term Public Health Regulatory Agency includes, without limitation, the U.S. Food and Drug Administration, the European Commission, the European Medicines Agency and any national competent regulatory authority in the European Union.

“Purchase Notice” has the meaning set forth in Section 9.17(a).

“Purchase Option Date” has the meaning set forth in Section 9.17(b).

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

“Qualified Cash” means, as of any date of determination, the amount of unrestricted cash and Cash Equivalents of the Loan Parties that are in deposit accounts or in securities accounts, or any combination thereof, which deposit accounts and securities accounts are the subject of Springing Control Agreements and are maintained by a branch office of the applicable bank or securities intermediary located within the United States of America; provided, that, for the first sixty (60) days (or such longer period as reasonably agreed to by the Revolving Agent) following the Third Amendment Effective Date there shall be no requirement that cash and Cash Equivalents of the Loan Parties be held in accounts subject to Springing Control Agreements in order for such cash and Cash Equivalents to be Qualified Cash.

“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

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“Recipient” (a) the Administrative Agent, (b) the Collateral Agent and (c) any Lender, as applicable.

“Recovery” has the meaning set forth in Section 9.18(d).

“Refinanced Revolving Loans” has the meaning set forth in Section 9.02(c)(i).

“Refinanced Term Loans” has the meaning set forth in Section 9.02(c)(i).

“Register” has the meaning set forth in Section 9.04(d).

“Registrations” means authorizations, approvals, licenses, permits, certificates, or exemptions issued by any Governmental Authority (including pre-market approval applications, pre market notifications, investigational drug or device exemptions, product recertifications, manufacturing approvals and authorizations, third party certification, pricing and reimbursement approvals, labeling approvals or their foreign equivalent) that are required under the applicable laws for the research, development, manufacture, distribution, marketing, storage, transportation, use and sale of the products of the Borrower and its Subsidiaries.

“Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective principals, directors, officers, employees, representatives, agents and third party advisors of such Person and such Person’s Affiliates.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or within or upon any building, structure, facility or fixture.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the NYFRB, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the NYFRB, or any successor thereto.

“Replacement Revolving Loans” has the meaning set forth in Section 9.02(c)(i).

“Replacement Term Loans” has the meaning set forth in Section 9.02(c)(i).

“Required Lenders” means, at any time, Lenders having or holding more than 50% of the sum of (a) the aggregate outstanding Term Loans and unused Term Loan Commitments at such time, plus (b)(i) the aggregate Revolving Commitments at such time or (ii) if the Revolving Commitments have been terminated, the aggregate outstanding principal amount of the Revolving Loans at such time; provided that the portion of the Revolving Commitment of, and the portion of the outstanding principal amount of the Revolving Loans and Term Loans held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of the Required Lenders.

“Required Revolving Lenders” means, at any time, Revolving Lenders having or holding a (a) Revolving Commitments representing more than 50% of the sum of all aggregate Revolving Commitments at such time or (b) if the Revolving Commitments have been terminated, more than 50% the aggregate outstanding principal amount of the Revolving Loans at such time; provided that the portion of the Revolving Commitment of and the portion of the outstanding principal amount of the Revolving Commitments held or deemed held by any Defaulting Lender shall be excluded for purposes of making a determination of the Required Revolving Lenders.

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“Required Term Lenders” means, at any time, Term Lenders having or holding outstanding Term Loans and unused Term Loan Commitments representing more than 50% of the sum of aggregate outstanding Term Loans and unused Term Loan Commitments at such time; provided that any Defaulting Lender shall be excluded for purposes of making a determination of Required Term Lenders.

“Requirement of Law” means, with respect to any Person, (i) the charter, articles or certificate of organization or incorporation and bylaws or other organizational or governing documents of such Person and (ii) any statute, law, treaty, rule, regulation, order, decree, writ, injunction or determination of any arbitrator or court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Reserves” means Dilution Reserves and such other reserves as the Revolving Agent, in its capacity as an asset-based lender, from time to time deems, without duplication of any other reserves or items that are otherwise addressed or excluded through eligibility criteria, necessary or appropriate, in its Permitted Discretion, to establish and maintain.

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

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment thereon (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Borrower or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in the Borrower or any Subsidiary; provided that the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of a Subsidiary by the Borrower or another Subsidiary shall not constitute a Restricted Payment.

“Revenue” means, with respect to any specified Person for any period, the aggregate of the total revenue of such specified Person and its Subsidiaries for such period, on a consolidated basis.

“Revenue Cure Amount” has the meaning set forth in Section 7.02(a).

“Revenue Cure Right” has the meaning set forth in Section 7.02(a).

“Revolver Prepayment Fee Amount” has the meaning set forth in Section 2.12(c)(iv).

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

“Revolving Agent” means ACF, in its capacity as revolving agent for the Revolving Lenders under the Loan Documents, and any successor revolving agent.

“Revolving Agent’s Account” means the Deposit Account of Revolving Agent identified on Schedule 2.01(b) (or such other Deposit Account of Revolving Agent that has been designated as such, in writing, by the Revolving Agent to the Borrower and the Lenders).

“Revolving Commitment” means, with respect to each Revolving Lender, such Revolving Lender’s Revolving Commitment to make a Revolving Loan hereunder as set forth on Schedule 2.01(a) opposite such Revolving Lender’s name under the heading “Revolving Commitment,” expressed as an

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amount representing the maximum principal amount of the Revolving Loans to be made by such Revolving Lender hereunder, as such commitment may be reduced or increased from time to time pursuant to this Agreement and as amended to reflect assignments. Unless the context shall otherwise require, the term “Revolving Loans” shall include any commitment to Replacement Revolving Loans of such Revolving Lender. The aggregate amount of the Revolving Commitments as of the Third Amendment Effective Date is $100,000,000.

“Revolving Commitment Fee” has the meaning set forth in Section 2.12(e).

“Revolving Creditors” has the meaning set forth in Section 9.18(a).

“Revolving Lender” means, at any time, any Lender that has a Revolving Commitment or an outstanding Revolving Loan.

“Revolving Loan Exposure” means with respect to any Revolving Lender at any time, an amount equal to (a) prior to the termination of the Revolving Commitments, the amount of such Revolving Lender’s Revolving Commitment at such time and (b) thereafter, the aggregate then unpaid principal amount of such Revolving Lender’s Revolving Loans (inclusive of Extraordinary Advances and Swingline Advances).

“Revolving Loan Exposure Percentage” means with respect to any Revolving Lender at any time, the ratio (expressed as a percentage) of such Revolving Lender’s Revolving Loan Exposure at such time to the Revolving Loan Exposure of all Revolving Lenders at such time.

“Revolving Obligations” has the meaning set forth in Section 9.18(a).

“Revolving Loan Maturity Date” means the earlier to occur of: (a) the fifth anniversary of the Third Amendment Effective Date, or if such date is not a Business Day, the immediately succeeding Business Day, (b) the date on which the Revolving Commitments are voluntarily terminated pursuant to the terms hereof, and (c) the date on which all amounts outstanding under this Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise) in accordance with the terms hereof; provided that, notwithstanding anything to the contrary in this Agreement, if on the Test Date, the Borrower and its Subsidiaries do not have Liquidity in an aggregate amount equal to at least the sum of (x) $100,000,000 plus (y) the aggregate principal amount of the Google Note required to be repaid on the scheduled maturity date of the Google Note, then the Revolving Loan Maturity Date shall automatically be accelerated to the Test Date and all of the Revolving Loans shall thereupon be due and payable on the Test Date, together with all interest and fees accrued thereon or in respect thereof and any amounts payable pursuant this Agreement.

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

“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.

“SEC” means the Securities and Exchange Commission or any Governmental Authority succeeding to any of its principal functions.

“SEC Extension” means any extension granted by the SEC pursuant to any public pronouncements that apply to the Borrower in connection with the delivery of financial statements;

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provided that, any automatic extension hereunder as a result of such SEC Extension shall not be for a period of more than ninety (90) days.

“Second Amendment” means that certain Second Amendment to Credit Agreement, dated as of the Second Amendment Effective Date, by and among the Borrower, the other Loan Parties party thereto, Administrative Agent, Lead Arranger, Sole Bookrunner and the Lenders party thereto (including, for the avoidance of doubt, the Second Amendment Effective Date Term Lenders).

“Second Amendment Effective Date” means October 11, 2023.

“Second Amendment Effective Date Term Lender” means, at any time, any Term Lender that has a Second Amendment Effective Date Term Loan Commitment or an outstanding Second Amendment Effective Date Term Loan.

“Second Amendment Effective Date Term Loan Commitments” means, with respect to each Second Amendment Effective Date Term Lender, such Second Amendment Effective Date Term Lender’s Term Loan Commitment to make a Second Amendment Effective Date Term Loan hereunder on the Second Amendment Effective Date as set forth on Schedule 2.01(a) opposite such Second Amendment Effective Date Term Lender’s name under the heading “Second Amendment Effective Date Term Loan Commitment”,” expressed as an amount representing the maximum principal amount of the Second Amendment Effective Date Term Loan to be made by such Second Amendment Effective Date Term Lender hereunder, as such commitment may be reduced or increased from time to time pursuant to this Agreement and as amended to reflect assignments. Unless the context shall otherwise require, the term “Second Amendment Effective Date Term Loan Commitments” shall include any commitment to Replacement Term Loans of such Second Amendment Effective Date Term Lender. The aggregate amount of the Second Amendment Effective Date Term Loan Commitments as of the Second Amendment Effective Date is $35,000,000.

“Second Amendment Effective Date Term Loans” has the meaning set forth in Section 2.01(ca)(iii).

“Second Amendment Make WholeMake-Whole/Prepayment Fee Amount” has the meaning set forth in Section 2.12(c)(ii).

“Securities Account Control Agreement” has the meaning assigned to such term in the Collateral Agreement.

“Securities Act” means the Securities Act of 1933 and the rules and regulations of the SEC promulgated thereunder.

“Security Documents” means the Collateral Agreement, the Perfection Certificate, the Mortgages, the Springing Control Agreements and each other security agreement or other instrument or document executed and delivered pursuant to SectionSections 5.12 or 5.13 to secure any of the Obligations.

“Settlement” has the meaning set forth in Section 2.04(c)(i).

“Settlement Date” has the meaning set forth in Section 2.04(c)(i).

“SOFR” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator.

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“SOFR Administrator” means the NYFRB (or a successor administrator of the secured overnight financing rate).

“SOFR Borrowing” means any Borrowing which bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “Base Rate”.”

“SOFR Loan” means any Loan which bears interest at a rate based on Term SOFR, other than pursuant to clause (c) of the definition of “Base Rate”.”

“Specified Event of Default” means any Event of Default described in Sections 7.01(a), 7.01(b), 7.01(d) (solely with respect to Sectionnon-compliance with Sections 2.20, 5.17 and 6.12), Section 7.01(e) (to the extent such reporting is needed to determine whether a breach of Section 6.12 has occurred), 7.01(i) or 7.01(j).

“Specified Foreign Account Debtor” means any Account Debtor which (i) has its principal place of business or executive office located in an Acceptable Foreign Jurisdiction and (ii) is Investment Grade or a subsidiary of a Person that is Investment Grade.

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

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

“Subordinated Indebtedness” means Indebtedness of the Borrower or any Subsidiary that is contractually subordinated to the Obligations. For the avoidance of doubt, for purposes of this Agreement, the Google Note shall constitute Subordinated Indebtedness.

“subsidiary” means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date.

“Subsidiary” means any subsidiary of the Borrower.

“Subsidiary Loan Party” means any Domestic Subsidiary (other than (a) any Subsidiary that is prohibited by applicable law from guaranteeing the Obligations, (b) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary, (c) any direct or indirect FSHCO, (d) any not-for-profit subsidiary, and (e) any other Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to the Borrower), the cost or other consequences (including any adverse tax consequences) of providing a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom). The Subsidiary Loan Parties as of the Effective Date are listed on Schedule 3.12.

“Swap Agreement” means (a) any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates,

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currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions and (b) any and all agreements and documents (and the related confirmations) entered into in connection with any transactions of any kind, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement, provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.

“Swap Obligation” means, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Swingline Advance” has the meaning set forth in Section 2.04(a)(v).

“Swingline Loan Limit” means, at any time, the smallest of the following amounts: (i) $20,000,000, (ii) the aggregate Revolving Commitment minus the Revolver Usage and (iii) the Borrowing Base, minus the amount of Revolving Loans outstanding.

“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 Creditor” has the meaning set forth in Section 9.18(a).

“Term Lender” means, at any time, any Lender that has a Term Loan Commitment or an outstanding Term Loan.

“Term Loan” means (a) the Effective Date Term Loans, (b) the First Amendment Effective Date Term Loans, (c) the Second Amendment Effective Date Term Loans and, (d) the Third Amendment Effective Date Term Loans and (e) Refinanced Term Loans and Replacement Term Loans, collectively, or as the context may require.

“Term Loan Commitments” means, collectively, (a) the Effective Date Term Loan Commitments, (b) the First Amendment Effective Date Term Loan Commitments and/or, (c) the Second Amendment Effective Date Term Loan Commitments and/or (d) the Third Amendment Effective Date Term Loan Commitments, as the context requires.

“Term Loan Exposure” means with respect to any Term Lender at any time, an amount equal to (a) until the (i) Effective Date, the aggregate amount of such Effective Date Term Lender’s Effective Date Term Loan Commitments at such time, (ii) First Amendment Effective Date, the aggregate amount of such First Amendment Effective Date Term Lender’s First Amendment Effective Date Term Loan Commitments at such time, (iii) Second Amendment Effective Date, the aggregate amount of such Second Amendment Effective Date Term Lender’s Second Amendment Effective Date Term Loan Commitments at such time, and (iv) Third Amendment Effective Date, the aggregate amount of such Third Amendment Effective Date Term Lender’s Third Amendment Effective Date Term Loan Commitments at such time, and (b) thereafter, in each case, the aggregate then unpaid principal amount of such Term Lender’s Term Loans.

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“Term Loan Exposure Percentage” means with respect to any Term Lender at any time, the ratio (expressed as a percentage) of such Term Lender’s aggregate Term Loan Exposure at such time to the aggregate Term Loan Exposure of all Term Lenders at such time.

“Term Loan Maturity Date” means the earlier of: (a)(i) solely with respect to the Effective Date Term Loans, the First Amendment Effective Date Term Loans and the Second Amendment Effective Date Term Loans, the fifth anniversary of the Effective Date, or if such date is not a Business Day, the immediately succeeding Business Day, and (ii) solely with respect to the Third Amendment Effective Date Term Loans, the fifth anniversary of the Third Amendment Effective Date, or if such date is not a Business Day, the immediately succeeding Business Day, (b) the date on which the Term Loan Commitments are voluntarily terminated pursuant to the terms hereof, and (c) the date on which all amount outstanding under this Agreement have been declared or have automatically become due and payable (whether by acceleration or otherwise) in accordance with the terms hereof; provided that, notwithstanding anything to the contrary in this Agreement, if on the date (or at any time thereafter) that is 135 days prior to the scheduled maturity of the Google Note (such date, the “Test Date”), the Borrower and its Subsidiaries do not have Liquidity in an aggregate amount equal to at least the sum of (x) $100,000,000 plus (y) the aggregate principal amount of the Google Note required to be repaid on the scheduled maturity date of the Google Note, then the Term Loan Maturity Date shall automatically be accelerated to the Test Date and all of the Loans shall thereupon be due and payable on the Test Date, together with all interest and fees accrued thereon or in respect thereof (including any Make Whole/Prepayment Fee AmountPremium) and any amounts payable pursuant this Agreement.

“Term Obligations” has the meaning set forth in Section 9.18(a).

“Term SOFR” means,:

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

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

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provided, that if Term SOFR as so determined shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

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

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

“Test Date” means the date (or at any time thereafter) that is one hundred thirty-five (135) days prior to the scheduled maturity of the Google Note.

“Third Amendment” means that certain Third Amendment to Credit Agreement, dated as of the Third Amendment Effective Date, by and among the Borrower, the other Loan Parties party thereto, Administrative Agent, Revolving Agent, Lead Arranger, Sole Bookrunner and the Lenders party thereto (including, for the avoidance of doubt, (i) all Lenders party to this Agreement immediately prior to the effectiveness of the Third Amendment on the Third Amendment Effective Date, (ii) the Third Amendment Effective Date Term Lenders on the Third Amendment Effective Date and (iii) the Revolving Lenders on the Third Amendment Effective Date).

“Third Amendment Effective Date” means February 3, 2025.

“Third Amendment Effective Date Acquisition” means the acquisition by the Borrower of 100% of the Equity Interests of Ambry Genetics Corporation, a Delaware corporation, and its Subsidiaries pursuant to the terms and conditions of the Third Amendment Effective Date Acquisition Documents.

“Third Amendment Effective Date Acquisition Agreement” means that certain Securities Purchase Agreement, dated as of November 4, 2024, by and among Realm IDX, a Delaware corporation, as the “Seller” (as defined therein) thereunder, the Borrower, in its capacity as the “Buyer” (as defined therein) thereunder, and Konica Minolta, Inc., a Japanese corporation, as the “Guarantor” (as defined therein) thereunder.

“Third Amendment Effective Date Acquisition Documents” means the Third Amendment Effective Date Acquisition Agreement and the other agreements, documents and instruments entered into in connection therewith.

“Third Amendment Effective Date Revolver Draw” has the meaning set forth in the recitals to this Agreement.

“Third Amendment Effective Date Term Lender” means, at any time, any Term Lender that has a Third Amendment Effective Date Term Loan Commitment or an outstanding First Amendment Effective Date Term Loan.

“Third Amendment Effective Date Term Loan Commitments” means, with respect to each Third Amendment Effective Date Term Lender, such Third Amendment Effective Date Term Lender’s Term Loan Commitment to make a Third Amendment Effective Date Term Loan hereunder on the Third Amendment Effective Date as set forth on Schedule 2.01(a) opposite such Third Amendment Effective Date Term Lender’s name under the heading “Third Amendment Effective Date Term Loan Commitment,” expressed as an amount representing the maximum principal amount of the Third Amendment Effective Date Term Loan to be made by such Third Amendment Effective Date Term Lender hereunder, as such

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commitment may be reduced or increased from time to time pursuant to this Agreement and as amended to reflect assignments. Unless the context shall otherwise require, the term “Third Amendment Effective Date Term Loan Commitments” shall include any commitment to Replacement Term Loans of such Third Amendment Effective Date Term Lender. The aggregate amount of the Third Amendment Effective Date Term Loan Commitments as of the Third Amendment Effective Date is $200,000,000.

“Third Amendment Effective Date Term Loans” has the meaning set forth in Section 2.01(a)(iv).

“Third Amendment Prepayment Fee Amount” has the meaning set forth in Section 2.12(c)(iii).

“Transaction Costs” means the payment of fees, expenses and other costs in connection with the items described in clauses (a) and (b) of the definition of Transactions.

“Transactions” means (a) the execution, delivery and performance by each Loan Party of the Loan Documents to which it is to be a party, (b) the borrowing of the Effective Date Term Loans and the use of the proceeds thereof on the Effective Date, and (c) payment of the Transaction Costs on the Effective Date.

“Treasury Rate” means a rate equal to the then-current yield to maturity on actively traded U.S. Treasury securities having a constant maturity and having a duration equal to (or the nearest available tenor) the period from the date that payment is received to the date that falls on the Term Loan Maturity Date.

“TRICARE” means the United States Department of Defense health care program for service families including, but not limited to, TRICARE Prime, TRICARE Extra and TRICARE Standard, and any successor to or predecessor thereof.

“TRICARE Account” means an Account payable pursuant to TRICARE.

“Type” means, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to Term SOFR or the Base Rate.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

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

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“USA Patriot Act” has the meaning set forth in Section 3.17(a).

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning set forth in Section 2.17(f)(ii)(2)(C).

“Waterfall Trigger Event” means (w) an Event of Default under (i) Section 7.01(a); (ii) Section 7.01(e) arising from the failure of the Borrower or any other Loan Party to observe or perform any obligation under any of Sections 5.01(a), 5.01(b) or 5.01(d) (in each case, solely to the extent such financial statements are not delivered to the Administrative Agent for delivery to each Lender within thirty (30) days following the date such financial statements were required to be delivered pursuant to Section 5.01(a) or Section 5.01(b), as applicable), (iii) Section 7.01(f) arising from the failure of the Borrower or any other Loan Party to observe or performance any obligation under Section 5.11 (solely as it relates to the use of proceeds of the Revolving Loans), (iv) Section 7.01(d) arising from the failure of the Borrower or any other Loan Party to observe or perform any obligation under any of Section 5.17, Section 6.01, Section 6.02, Section 6.03, Section 6.04, Section 6.05, Section 6.08 or Section 6.12; (v) Sections 7.01(l) and 7.01(u); (vi) Sections 7.01(i) and 7.01(j); (vii) Section 7.01(n); or (viii) Section 7.01(r), (x) solely to the extent Required Lenders exercise rights under any Springing Control Agreement in accordance with Section 2.20(b), a Cash Dominion Event, or (y) solely to the extent that such amendment, modification or waiver is prohibited by Section 9.02(c)(ii) without the consent of the Required Revolving Lenders, the amendment, modification or waiver of any of the provisions set forth in the immediately preceding clause (x) without the consent of the Required Revolving Lenders to such amendment, modification or waiver.

“wholly ownedwholly-owned” means with respect to any Person, a subsidiary of such Person all the outstanding Equity Interests of which (other than (x) directors’ qualifying shares and (y) shares issued to foreign nationals to the extent required by applicable law) are owned by such Person and/or by one or more wholly ownedwholly-owned subsidiaries of such Person.

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

SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., a “SOFR Loan”). Borrowings also may be classified and referred to by Type (e.g., a “SOFR Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.” The word “will” shall be construed to have the same meaning and effect as the word “shall”.” Unless the context requires otherwise (a) any

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definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”,” “hereof” and “hereunder”,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits shall be construed to refer to Articles and Sections of, and Exhibits to, this Agreement, (e) all references herein to Schedules shall be construed to refer to the Schedules to the Confidential Disclosure Letter and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. Any reference to “payment in full”,” “paid in full”,” “repaid in full”,” “prepaid in full”,” “redeemed in full” or any other term or word of similar effect used in this Agreement or any other Loan Document with respect to the Loans or the Obligations shall mean all Obligations (including any Make Whole/Prepayment Fee AmountPremium but excluding any inchoate indemnity obligations) have been repaid in full in cash and have been fully performed and all Commitments have been permanently terminated.

SECTION 1.04. Accounting Terms; GAAP. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios (including, without limitation, any First Lien Leverage Ratio test), the amount of Consolidated Adjusted EBITDA and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP, applied in a manner consistent with that used in preparing the historical financial statements, except as otherwise specifically prescribed herein. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower shall be given effect for purposes of measuring compliance with any provisions of Article VI unless the Borrower, the Administrative Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, compliance certificatesCompliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. 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 in Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 or 470-20 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of any Loan Party or any Subsidiary thereof at “fair value.” A breach of any Financial Performance Covenant shall be deemed to have occurred as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to the Administrative Agent.

SECTION 1.05. Pro Forma Calculations. All pro forma computations required to be made hereunder giving effect to any Material Acquisition, Material Disposition, or issuance, incurrence or assumption of Indebtedness shall be calculated after giving effect to such acquisition, Disposition, designation or issuance, incurrence or assumption of Indebtedness (and to any other such transaction consummated since the first day of the period for which such pro forma computation is being made and on or prior to the date of such computation) as if such transaction (and any other such transactions) had occurred on the first day of the applicable measurement period, and, to the extent applicable, the historical earnings and cash flows associated with the assets acquired or disposed of, any related incurrence or reduction of Indebtedness; provided, that, charges, costs, expenses and losses related to any such any Material Acquisition, Material Disposition, or issuance, incurrence or assumption of Indebtedness during the applicable measurement period shall be subject, in each case, to the Aggregate Cap when calculating

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Consolidated Adjusted EBITDA for the applicable measurement period. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire measurement period (taking into account any swap contract applicable to such Indebtedness).

SECTION 1.051.06. Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to Base Rate, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Base Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

SECTION 1.061.07. Divisions. Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Notwithstanding anything to the contrary in this Agreement, any division of a limited liability company shall constitute a separate Person hereunder, and each resulting division of any limited liability company that, prior to such division, is a Subsidiary, a Borrower, a Guarantor, a joint venture or any other like term shall remain a Subsidiary, a Borrower, a Guarantor, a joint venture, or other like term, respectively, after giving effect to such division, and any resulting divisions of such Persons shall remain subject to the same restrictions applicable to the pre-division predecessor of such divisions.

SECTION 1.08. UCC Definitions. When used in this Agreement, the following terms have the same definitions as provided in Article 9 of the UCC, but for convenience in this Agreement the first letter of all such terms shall be capitalized: “Accession,” “Account Debtor,” “Authenticate” (and all derivations thereof), “Certificate Of Title,” “Chattel Paper,” “Commercial Tort Claim,” “Deposit Account,” “Document,” “Equipment,” “General Intangible,” “Goods,” “Health-Care-Insurance Receivable,” “Instrument,” “Inventory,” “Investment Property,” “Letter-Of-Credit Right,” “Obligor,” “Proceeds” (as specifically defined in Section 9-102(64) of the UCC), “Record,” “Secondary Obligor,” “Secured Party,” “Securities Account,” “Software” and “Supporting Obligation.”

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ARTICLE II

The Credits

SECTION 2.01. Commitments.

(a)  Term Loans.

(ai) Subject to the terms and conditions set forth herein, each Effective Date Term Lender agrees to make an Effective Date Term Loan to the Borrower on the Effective Date, in a principal amount not exceeding its Effective Date Term Loan Commitment in the amount set forth opposite such Term Lender’s name on Schedule 2.01(a) under the heading “Effective Date Term Loan Commitment”.” Amounts borrowed under this Section 2.01(a)(i) are referred to as the “Effective Date Term Loan”. Loans.”

(bii) Subject to the terms and conditions set forth herein and the First Amendment, each First Amendment Effective Date Term Lender agrees to make a First Amendment Effective Date Term Loan to the Borrower on the First Amendment Effective Date, in a principal amount not exceeding its First Amendment Effective Date Term Loan Commitment in the amount set forth opposite such First Amendment Effective Date Term Lender’s name on Schedule 2.01(a) under the heading “First Amendment Effective Date Term Loan Commitment”.”Amounts borrowed under this Section 2.01(ba)(ii) are referred to as the “First Amendment Effective Date Term Loan”. Loans.” Without limiting the generality of the foregoing, the First Amendment Effective Date Term Loans shall have terms, rights, remedies, privileges and protections identical to those applicable to the Effective Date Term Loans under this Agreement and each of the other Loan Documents.

(ciii) Subject to the terms and conditions set forth herein and the Second Amendment, each Second Amendment Effective Date Term Lender agrees to make a Second Amendment Effective Date Term Loan to the Borrower on the Second Amendment Effective Date, in a principal amount not exceeding its Second Amendment Effective Date Term Loan Commitment in the amount set forth opposite such Second Amendment Effective Date Term Lender’s name on Schedule 2.01(a) under the heading “Second Amendment Effective Date Term Loan Commitment”.”Amounts borrowed under this Section 2.01(ba)(iii) are referred to as the “Second Amendment Effective Date Term Loan”. Loans.” Without limiting the generality of the foregoing, the Second Amendment Effective Date Term Loans shall have, except as otherwise set forth herein, terms, rights, remedies, privileges and protections identical to those applicable to the Effective Date Term Loans and First Amendment Effective Date Term Loans under this Agreement and each of the other Loan Documents.

(iv) Subject to the terms and conditions set forth herein and the Third Amendment, each Third Amendment Effective Date Term Lender agrees to make a Third Amendment Effective Date Term Loan to the Borrower on the Third Amendment Effective Date, in a principal amount not exceeding its Third Amendment Effective Date Term Loan Commitment in the amount set forth opposite such Third Amendment Effective Date Term Lender’s name on Schedule 2.01(a) under the heading “Third Amendment Effective Date Term Loan Commitment.” Amounts borrowed under this Section 2.01(a)(iv) are referred to as the “Third Amendment Effective Date Term Loans.” Without limiting the generality of the foregoing, the Third Amendment Effective Date Term Loans shall have, except as otherwise set forth herein, terms, rights, remedies, privileges and protections identical to those applicable to the Effective Date Term Loans, First Amendment Effective Date Term Loans and the Second Amendment Effective Date Term Loans under this Agreement and each of the other Loan Documents.

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(dv) Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed.

(b)  Revolving Loans.

(i)  Subject to the terms and conditions set forth herein and the Third Amendment, each Revolving Lender agrees to make revolving loans to the Borrower under a revolving credit facility (amounts borrowed under this Section 2.01(b) are referred to as the “Revolving Loans”) in an amount at any one time outstanding (on an aggregate basis) not to exceed the lesser of:

(1)  an amount equal to such Revolving Lender’s Revolving Commitment, and

(2) such Revolving Lender’s pro rata share of such Revolving Lender’s Revolving Commitments and Revolving Loans pro rata share of an amount equal to the lesser of:

(A) the amount equal to the Maximum Revolving Commitment Amount, and

(B)  the amount equal to the Borrowing Base as of such date (based upon the most recent Borrowing Base Certificate delivered by the Borrower to the Revolving Agent, as adjusted by the Revolving Agent for Reserves established by the Revolving Agent from time to time in accordance with the terms of this Agreement).

(ii) Each of the Revolving Loans made pursuant to Section 2.01(b) may be repaid and, subject to the terms and conditions of this Agreement, reborrowed at any time during the term of this Agreement. The outstanding principal amount of the Revolving Loans, together with interest accrued and unpaid thereon, shall constitute Obligations and shall be due and payable on the Maturity Date or, if earlier, on the date on which they are declared due and payable pursuant to the terms of this Agreement.

(iii)  Notwithstanding anything to the contrary in this Section 2.01(b), without limiting any other rights and remedies of the Revolving Agent hereunder or under the other Loan Documents, the Revolving Loans shall be subject to the Revolving Agent’s continuing right in accordance with this Agreement to withhold Reserves from the Borrowing Base, and to increase and decrease such Reserves from time to time, if and to the extent that in the Revolving Agent’s Permitted Discretion, such Reserves are necessary. In the event that the Revolving Agent determines in its Permitted Discretion that it is necessary to withhold Reserves from the Borrowing Base and/or to increase or decrease such Reserves in accordance with this Section 2.01(b)(iii), the Revolving Agent shall provide written notice of such determination to the Borrower.

SECTION 2.02. Loans and Borrowings.

(a) Each Term Loan shall be made as part of a Borrowing consisting of Term Loans of the same Type made by the applicable Term Lenders ratably in accordance with their respective Term Loan Commitments. The failure of any Term Lender to make its Term Loan required to be made by it shall not relieve any other Term Lender of its obligations hereunder, provided that the Term Loan Commitments

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of the Term Lenders are several and no Term Lender shall be responsible for any other Term Lender’s failure to make Term Loans as required. Each Revolving Loan shall be made as part of a Borrowing consisting of Revolving Loans of the same Type made by the applicable Revolving Lenders ratably in accordance with their respective Revolving Commitments. The failure of any Revolving Lender to make its Revolving Loan required to be made by it shall not relieve any other Revolving Lender of its obligations hereunder, provided that the Revolving Commitments of the Lenders are several and no Revolving Lender shall be responsible for any other Revolving Lender’s failure to make Revolving Loans as required.

(b) Subject to Section 2.14, each Term Loan Borrowing and each Revolving Loan Borrowing shall be comprised entirely of Base Rate Loans or SOFR Loans as the Borrower may request in accordance herewith.

(c) At the commencement of each Interest Period for any SOFR Borrowing, such Borrowing shall be in an aggregate amount not less than $200,000. At the time that each Base Rate Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $50,000 and not less than $250,000. Borrowings of more than one Type may be outstanding at the same time. There shall not at any time be more than a total of eightfive (5) SOFR Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Term Loan Borrowing or Revolving Loan Borrowing, as applicable, if the Interest Period requested with respect thereto would end after the applicable Term Loan Maturity Date or the Revolving Loan Maturity Date, as applicable.

SECTION 2.03. Requests for Borrowings. To request of Term Loans. Each Borrowing of a Term Loan shall be made pursuant to a Borrowing Request delivered to Administrative Agent with respect to any proposed Borrowing of Term Loans on the Effective Date, First Amendment Effective Date or, Second Amendment Effective Date or the Third Amendment Effective Date, as applicable, the Borrower shall notify the Administrative Agent of such request in writing not later than 1:00 p.m., New York City time, at least two (2) Business Days before the date of the proposed Borrowing. Such written Borrowing Request shall be signed by the Borrower and specify the following information in compliance with Section 2.02(a):

(ia) the aggregate amount of such Term Loan Borrowing;

(iib) the date ofFunding Date for such Term Loan Borrowing, which shall be a Business Day;

(iiic) whether such Term Loan Borrowing is to be a Base Rate Borrowing or a SOFR Borrowing; and

(ivd) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.06.

If no election as to the Type of Term Loan Borrowing is specified, then the requested Term Loan Borrowing shall be a SOFR Borrowing. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Term Lender of the details thereof and of the amount of such Term Lender’s Term Loan to be made as part of the requested Term Loan Borrowing.

SECTION 2.04. [Reserved]Requests for Borrowings of Revolving Loans; Settlements.

(a)  Requests for Borrowings of Revolving Loans.