8-K12B MISONIX INC Formulaire: le 27 septembre ☎ garantie entreprise

L’assurance des risques informatiques

Cette audace indispensable aux sociétés qui manient données informatiques (SSII, cabinets de conseil, latrines de voyage, les sociétés de vente en ligne) couvre ordinateurs mais aussi les stylobate de données et frais de reconstitution dans l’hypothèse ou elles sont perdues ou bien endommagées. “Même un industriel confronté à une grosse panne informatique risque d’être punis pour tenir ses traité vis-à-vis de ses clients et de ne pas être à même réaliser ses livraisons en temps et en heure. Quelle que soit son activité, le dirigeant de plan a intérêt à évaluer l’impact que peut avoir l’informatique sur son métier”, recommande Damien Palandjian.

Le montant de l’indemnisation dépend de la valeur du matos déclaré et des frais occasionnés par son rachat et la reconstitution des données (ressaisies, reconstitution de logiciels, suppression des virus…) estimés pendant un expert.

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>> Lire aussi: Trois contrats pour assurer son informatique

5. L’assurance du risque environnemental

“Une entreprise n’ayant pas de état industriel ou d’entreposage et non nympho à une autorisation préfectorale pour risques de pollution, couvrir son risque environnemental chez le biais de son contrat de responsabilité civile général. En revanche, si elle se trouve être soumise à autorisation préfectorale pour exercer son activité, souscrire un contrat spécifique pour couvrir atteintes à l’environnement”, précise Damien Palandjian

Les garanties des atteintes à l’environnement (extensions de responsabilité civile professionnelle ou contrats rares comme l’assurance responsabilité environnementale) sont nécessaire aux entreprises de laquelle l’activité peut choquer à l’environnement (pollution de l’air, de l’eau, des examiner et nappes phréatiques, atteintes à des plateformes web protégés…). Ces sang-froid s’appuient sur le principe du “pollueur-payeur” : le chef de disposition doit réparer le préjudice constaté, causé dans sa société. Suivant les contrats, la certification couvre la dépollution, coûts d’évaluation des dommages, la confection d’études pour déterminer les actions de réparation et les frais administratifs ou bien judiciaires.


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JOINT
ÉTATS

TITRES
ET LA COMMISSION D'ÉCHANGE

Washington, D.C. 20549

FORMULAIRE 8-K

Rapport actuel

En vertu de l'article 13
ou 15 (d) de

Bourse
1934 Agir

Date du rapport
premier événement): 2019 27 septembre

MISONIX,
INC.

(Nom complet du titulaire)
comme indiqué dans ses statuts)

Delaware 1-10986 84-1856018

(Etat ou autre juridiction

inclusion)

(Numéro de dossier de la commission)

(Employeur IRS

Numéro d'identification)

1938 Nouvelle autoroute, Farmingdale, New York 11735
(Adresse des principaux services exécutifs) (Code postal)

(631) 694-9555

(Téléphone du déclarant
Numéro, y compris l'indicatif régional)

New Misonix, Inc.

(Ancien nom ou ancien nom
Adresse si changé depuis le dernier rapport)

Cenfer
la case appropriée ci-dessous si la demande pour le formulaire 8-K doit respecter l'obligation du déclarant de soumettre en même temps
sous l'une des dispositions suivantes:

Écrit
avis en vertu de l'article 425 de la loi sur les valeurs mobilières (17 CFR 230.425)

Demande
matériel en vertu de la règle 14a-12 de la loi sur les échanges (17 CFR 240.14a-12)

La préparation
avis en vertu de la section 14d-2 (b) de la loi sur les échanges (17 CFR 240.14d-2 b)

La préparation
avis en vertu de la section 13e-4 (c) de la loi sur les échanges (17 CFR 240.13e-4 (c))

Veuillez cocher si le déclarant
est une entreprise naissante en pleine croissance telle que définie en 1933. Règle 405 de la loi sur les valeurs mobilières (§ 230.405 du présent chapitre) ou règle 12b-2
1934 Securities Exchange Act (partie 240.12b-2 de ce chapitre).

Entreprise en croissance émergente

Si une entreprise émergente en croissance, spécifiez par
cocher la case si le déclarant a choisi de ne pas utiliser la période de transition prolongée pour satisfaire à de nouvelles exigences financières ou à de nouvelles exigences financières
normes comptables déposées en vertu de l’alinéa 13 a) de la Loi sur les échanges

Titres inscrits en vertu de l'article 4
Article 12 b) de la loi:

Le nom de chaque classe Le symbole du commerce Nom de la bourse où la société est enregistrée
Actions ordinaires, valeur nominale 0,0001 $ MSON Nasdaq Global Market

Note explicative

2019 27 septembre
("Date de fin), Misonix, Inc. (New Misonix, Inc.), société du Delaware ("New Misonix"
ou "Le déclarant), Misonix OpCo, Inc. (F / k / a Misonix, Inc.) New York Corporation ("Vieux misonix")
et Solsys Medical, LLC, une société à responsabilité limitée du Delaware ("Solsys") Regroupement d'entreprises
opération ("Le deal") Conformément à l'accord et au plan de fusion de 2019. 2 mai, par
et entre New Misonix, Old Misonix, Motor Reincorp. Sub One, Inc., une société new-yorkaise ("Fusion un"),
Surge Sub Two, LLC, société à responsabilité limitée du Delaware («La deuxième partie de la fusion"), Solsys, et seulement en tant que son poste
comme Greg Madden, un porte-parole des actionnaires de Solsys, qui a décrit le regroupement d'entreprises précédemment
Formulaire S-4, tel que modifié (cas n os 333-231797) par New Misonix ("Déclaration d'inscription")
et la déclaration conjointe finale des prospectus et prospectus de Old Misonix et Solsio, qui faisaient partie
Déclaration d'enregistrement (“Procuration générale / Prospectus"). À la fin de la transaction, la fusion
Sub One fusionna avec Old Misonix et Subger Sub fusionna avec et dans Solsys, et Old Misonix et Solsys devinrent
est une filiale directe de New Misonix.

Pour la transaction,
À la fin de l'année, le titulaire était devenu l'entité déclarante publique mère. Le titulaire a également changé de nom et s'appelle désormais Misonix.
Inc. En outre, l’ancienne société d’information publique Old Misonix a changé son nom pour devenir Misonix OpCo, Inc. et est devenue une
Filiale à 100% du titulaire. Ce rapport sur formulaire 8-K est soumis à la personne inscrite pour identification.
en tant que successeur d'Old Misonix en vertu de la règle 1234 (3) a) en vertu de la section 1934; La loi sur les bourses telle que modifiée ("Échanges
Fais le
") Et divulguer des événements, y compris la réalisation de la transaction et la conclusion de certains contrats, qui
exige que le formulaire 8-K divulgue les détails des nouveaux Misonix et Vieux Misonix à la date de fin.

Le point
1,01. Conclusion du contrat matériel final.

Facilité de crédit

2015 1er juin, Solsys
créé une facilité de crédit ("Facilité de crédit existante") Syndiqué pour le compte de plusieurs SWK Funding LLC
créanciers aux termes desquels ces prêteurs ont consenti des prêts à terme à Solsys. Solde du capital impayé avant la chirurgie
Les prêts pour la période au titre de la facilité de crédit existante s’élevaient à 20 095 761 $.

Le jour de la fermeture,
Nouveau Misonix et Solsys concluent un accord de crédit modifié et répété lors de l'entrée en vigueur de la transaction
("Contrat de crédit modifié") Avec SWK Funding LLC et les créanciers aux termes de la facilité de crédit existante sous
dont la facilité de crédit existante a été modifiée et remplacée comme suit: (i) rejoindre New Misonix en tant que co-emprunteur, (ii) prolonger la durée
(iii) fournir 5 millions de dollars supplémentaires; Prêts à terme en dollars américains au cours de la première année de la convention de crédit révisée, (iv)
modifier les taux d'intérêt et les paiements anticipés à payer, et (v) modifier les conditions financières.

Prêts à terme de moins de
la convention de crédit modifiée génère des intérêts à un taux variable supérieur à 2,0% ou à un TIOL de trois mois, pas plus
un taux variable de 3% plus une marge de 7,00% à 10,25%, calculé sur le bénéfice avant intérêts, impôts et taxes de New Misonix,
l’amortissement et la capitalisation boursière trimestrielle de New Misonix. En vertu de la convention de crédit révisée,
New Misonix et Solsys doivent effectuer des remboursements de capital trimestriels sur leurs emprunts à long terme, sur la base des données consolidées de New Misonix.
revenu annuel total. New Misonix et Solsys doivent verser 15% du chiffre d'affaires annuel consolidé de New Misonix à 15%
15 millions de dollars et 12,5% du chiffre d’affaires annuel consolidé supérieur à 15 millions de dollars de New Misonix. Début février
2021 Des primes en capital de 1 250 000 $, plus les intérêts courus, sont payables trimestriellement et le solde du principal et des montants impayés sont cumulés.
intérêts payables en 2023 30 juin Aux termes de la convention de crédit révisée, New Misonix et Solsys sont tenues de se conformer à certaines
transactions financières.

Obligations sous
le contrat de crédit modifié est (i) garanti par Old Misonix et (ii) garanti par un privilège de premier rang sur la quasi-totalité
Les nouveaux Misonix, Solsys et Old Misonix, ainsi que le deuxième privilège sur les créances Solsys.

La description ci-dessus
La clause de la convention de crédit modifiée n’est pas interprétée de manière exhaustive et est qualifiée de texte intégral dans son intégralité.
de la convention de crédit modifiée, qui est jointe au présent formulaire 8-K en tant qu’exemple 10.1 et qui est incorporée ici par référence.

Le point
2.01 Finalisation de l'acquisition ou de la cession d'actifs.

Le jour de la fermeture,
Les nouveaux Misonix, Old Misonix et Solsys ont finalisé la transaction dans le cadre de l’accord de fusion, qui est un regroupement d’entreprises.
précédemment décrit dans la déclaration d’enregistrement et la déclaration de procuration commune. À la fin de la transaction,
Merger Sub One a fusionné avec et dans Old Misonix et Merger Sub Two a fusionné avec et dans Solsys, et chacun d’entre eux d’Old Misonix et Solsys
est devenue une filiale à part entière de New Misonix.

Selon
En vertu de l’accord de fusion, les porteurs d’actions Solsys recevront 5 703 802 actions ordinaires New Misonix et
Old Misonix recevra une action ordinaire de New Misonix pour chacune de ses actions existantes d’Old Misonix.
Les anciens actionnaires d’Old Misonix détiennent environ 64% des nouvelles actions ordinaires en circulation de Misonix à la suite de la transaction.
et les anciens porteurs de parts de Solsys détiennent environ 36% des nouvelles actions en circulation de Misonix. Le nouveau Misonix a été renommé
Misonix, Inc. ainsi que la clôture de la transaction.

Sous la fusion
Un accord en vue de reprendre chacune des anciennes actions ordinaires de Misonix restantes immédiatement avant la transaction a repris la nouvelle
Misonix est devenu une option pour acquérir le même nombre d’actions ordinaires de New Misonix égal à
Les anciennes actions ordinaires Misonix faisant l’objet de cette option aux mêmes conditions que celles qui s’appliquaient à cette option immédiatement avant
(y compris le prix de préavis, les dispositions applicables en matière d'acquisition, d'exercice et d'expiration) et a cessé d'être une option
ou le droit d'acheter des actions ordinaires Old Misonix.

La description ci-dessus
La clause de fusion et l’opération ne sont pas complètement terminées et sont pleinement qualifiées sous réserve de (i)
Voir le texte intégral de la convention de fusion, joint en tant que modèle 2.1 au formulaire 8-K déposé auprès de Old Misonix en mai.
Et (ii) une description de la convention de fusion contenue dans la déclaration d'enregistrement et la déclaration de procuration générale / prospectus.

En vertu de l'article 12g-3 (a)
en vertu de la loi sur les échanges, New Misonix est le successeur de Old Misonix. Les actions des nouvelles actions ordinaires Misonix sont détenues
être enregistré conformément à la Section 12 (b) de la loi sur les échanges et le New Misonix sont soumis aux obligations d'information en matière d'échange
Loi et ses règles et règlements publiés. Le nouveau Misonix annonce cet héritage au titre de l'article 12g-3 (f)
sous la loi de l'échange. Nouvelles actions ordinaires Misonix approuvées pour inscription sur le marché mondial NASDAQ ("NASDAQ")
et échangera avec le symbole "MSON".

Le point
2.03 Établissement d’une obligation financière directe en vertu de la convention hors bilan conclue avec le déclarant.

Ensemble d'informations
les références dans le paragraphe 1.01 de ce formulaire sont incorporées ici par référence dans 2.03.

Le point
3.01. Avis de règle ou de norme de non-inscription continue; Transfert de documents.

Avant la chirurgie,
Les actions ordinaires d’ancienne Misonix étaient inscrites à la Section 12 (b) de la Loi sur l’échange et au NASDAQ.
À la suite de cette transaction, Old Misonix a demandé au NASDAQ de soumettre le formulaire 25 lui permettant de retirer ses actions d’Old Misonix.
actions ordinaires depuis l’admission au NASDAQ. Les actions ordinaires de Old Misonix ont été suspendues de la négociation sur le NASDAQ
à la fin du jour ouvrable. Le sénateur Misonix espère déposer le formulaire 15 avec la SEC pour mettre fin à l'enregistrement
Loi sur l’échange d’actions ordinaire Old Misonix et suspendre les obligations de
Ancienne loi d'échange Misonix. Les informations mentionnées à la rubrique 2.01 de ce formulaire 8-K sont incorporées ici par référence.
3.01.

Le nouveau Misonix fréquent
les actions sont cotées au NASDAQ sous le symbole "MSON". Anciennes actions ordinaires Misonix précédemment incluses dans le
NASDAQ noté MSON a été supprimé de la liste en fonction de la liste commune de New Misonix
stocks dans le cadre de la transaction.

Le point
3.03 Modification substantielle des droits des porteurs de titres.

Les informations mentionnées en 2.01,
Les articles 3.01 et 5.03 de ce formulaire 8-K sont incorporés par référence à cet article 3.03.

Emission d'actions
les nouvelles actions ordinaires Misonix liées à la transaction ont été enregistrées en vertu de la loi de 1933. droit des valeurs mobilières basé sur
Déclaration d'inscription. La déclaration d’autorisation générale / le prospectus contient des informations supplémentaires sur la transaction et un autre
L’accord de fusion prévoit des transactions comprenant des informations sur les intérêts de l’administrateur, des membres de la haute direction
Changements dans les droits des propriétaires et des anciens propriétaires de Old Misonix et de ses filiales pendant la transaction
Propriétaires d'unités Solsio.

Le point
5.02. Départ d'administrateurs ou de certains dirigeants; Élection des administrateurs; Nomination de certains fonctionnaires.

Le nouveau Misonix – Conseil d'administration

1er mai 2019 Stavros
Vizirgianakis, Gwendolyn Watanabe et Thomas Patton ont été nommés à New Misonix ("Le conseil").
À la réalisation de la transaction et sous réserve des conditions de la convention de fusion, Michael Koby et Paul LaViolette
ont également été nommés par les membres actuels du conseil pour combler les postes vacants au conseil. Le conseil a trouvé ceci
À l'exception de Stavros Vizirgianakis, chaque membre du conseil est un "administrateur indépendant" au sens du NASDAQ.
En outre, le conseil a formé un comité de vérification, un comité de nomination et de gouvernance et un comité de rémunération.
Le conseil devrait être composé des administrateurs suivants:

Comité d'audit:
Thomas Patton, Gwendolyn Watanabe et Michael Koby.

Nomination et corporation
Comité de pilotage
: Thomas Patton, Gwendolyn Watanabe et Paul LaViolette.

Comité de rémunération:
Thomas Patton, Gwendolyn Watanabe et Paul LaViolette.

Quelques informations biographiques et plus
Vous trouverez ci-dessous des informations destinées aux personnes qui ont rejoint le conseil d’administration à partir du conseil d’administration de Solsys.

Michael Koby
(46 ans)
a été nommé par Solsys pour siéger au conseil. 2014 1315 Capital est fondé par P. Koby
Fondateur de la capitale en 1315, M. Koby était membre de Palm Ventures, un family office à capital privé où
Koby a dirigé tous les investissements dans les soins de santé de 2010 à 2014. Avant cela, p. Koby était un investisseur dans Galen Partners Healthcare
société à croissance par actions, 1997-1999 et 2004-2010 p. Koby a également occupé des rôles de développement des affaires
avec Novoste Corporation et Medtronic, Inc., 1999-2002. et en tant qu’analyste de banque d’investissement pour la santé chez Dillon
Read & Co. depuis 1995 Jusqu'en 1997 M. Koby est titulaire d’une maîtrise en sciences en gestion des soins de santé du
Wharton School et B.S. de l'Université Cornell.

Paul
LaViolette (61 ans)
a été nommé par Solsys pour siéger au conseil. 2009 LaViolette rejoint SV Health
Investors, une société de capital de risque et de croissance en sciences de la vie de premier plan, exerce ses activités depuis 2014. Associé directeur par intérim.
LaViolette est actuellement président du conseil de TransEnterix, Inc., une entreprise de robotique chirurgicale,
continue de siéger au conseil d’administration de plusieurs autres sociétés privées d’appareils médicaux en expansion et en expansion.
De plus, p. LaViolette a été directrice de la Medical Device Manufacturers Association pendant la dernière décennie.
anciennement vice-président du conseil consultatif de l’innovation dans le secteur des soins de santé au cours des cinq dernières années Avant de rejoindre SV
Investisseurs en santé p. LaViolette a passé près de trois décennies à développer et à diriger le secteur des dispositifs médicaux. De 1994 à
2008 M. LaViolette a occupé plusieurs postes au Boston Scientific Corporation, notamment celui de président et de président en cardiologie.
International, président et chef de l’exploitation, Groupe cardiovasculaire et endochirurgical. Avant de rejoindre Boston
Science Corporation, p. LaViolette travaille depuis 1984. Jusqu'en 2002 Sous direction générale et commerce
1993 Et Kendall (Medtronic) de 1980 à 1984. M. LaViolette est titulaire d'un MBA de Boston
Collège et B.A. en psychologie de l'Université Fairfield.

Description
comprend la rémunération au conseil d’administration incluse dans le dernier mandat d’Old Misonix daté de 2019. 25 mars
sous réserve de ce paragraphe 5.02.

Le nouveau Misonix est des cadres supérieurs

À la fin
Depuis l'accord, Stavros Vizirgianakis a démissionné de son poste de président de New Misonix. Aussi, à la fin
À la suite des opérations, les personnes suivantes ont été nommées membres de la haute direction de New Misonix:

nom La situation
Stavros Vizirgianakis Le PDG
Alan Staley Le président
Joseph Dwyer Directeur financier
Sharon Klugevich Chef des opérations
Scott Ludecker Vice-président directeur, Ventes et marketing mondiaux

Quelques informations biographiques et autres
des personnes susmentionnées rejoignant le New Misonix of Solsis se trouvent ci-dessous.

Alan
Staley (59 ans)
servira en tant que président du New Misonix. M. Staley 1999 Il a fondé Solsys et a occupé ce poste
Mai Jusqu'en 2019 27 septembre Depuis 2007 Jusqu'en 2015 Mai
en tant que président de Solsys et dans les activités quotidiennes, y compris les ventes, le marketing, les finances,
qualité et entrée sur le marché. Au cours de cette période, M. Staley a injecté environ 45 millions de dollars dans Solsys.
et 20 millions de dollars de capitalisation de la dette pour l'expansion des activités. M. Staley a établi des relations commerciales avec Solsys
LifeNet Health, Inc. 2010 Fournit les services de marketing et de distribution de TheraSkin, dirige la stratégie de rémunération et sa stratégie tactique.
mise en application pour assurer une compensation étendue de TheraSkin. Jusqu'en 2007 M. Staley a travaillé en tant qu'avocat d'affaires 21
années M. Staley a obtenu son doctorat en droit de la Marshall-Wyth Law School du William and Mary College et son B.S.
de Randolph-Macon College.

Description
le contrat de travail d’Allan Staley et de New Misonix inclus dans la déclaration de constitution est incorporé par référence dans le présent paragraphe 5.02.

Descriptions
Rémunération des dirigeants de Stavros Vizirgianakis, Joseph Dwyer, Sharon Klugewicz et Scott Ludecker incluse dans Old Misonix
Procuration finale déposée en 2019. Le 25 mars, est incorporé par référence à la présente clause 5.02.

Il n'y a pas de famille
relation entre un directeur de New Misonix ou entre un directeur de New Misonix et New Misonix
dirigeants.

En relation avec
Nomination au conseil d’administration ou au nouveau conseil d’administration de Misonix, chacun des membres de la haute direction et administrateur de Misonix
a établi un formulaire standard d’accord d’indemnisation New Misonix, joint en tant que modèle 10.2 ci-après et incorporé ici par référence
par référence.

Ensemble d'informations
les références dans le paragraphe 2.01 de ce formulaire à ce paragraphe 5.02 sont incorporées.

Vieux misonix

En entrant dans le
Après l’Alliance, Thomas Patton, Gwendolyn Watanabe, Patrick McBrayer et Dr. Charles Miner III a démissionné
Les administrateurs de Old Misonix et Stavros Vizirgianakis sont devenus les seuls administrateurs, président et chef de la direction de Old Misonix
Misonix, qui continuera à être à 100%. Filiale de New Misonix.

Le point
5.03 modifications des statuts ou des statuts; Changement d’année fiscale.

New Misonix

Certificat
L’incorporation et les règlements du nouveau Misonix sont joints à ce formulaire 8-K en tant qu’exemples 3.1 et 3.2 respectivement.
incorporés ici par référence. En outre, le dernier jour, New Misonix a remis son rapport de 2005. Changement de certificat
Impliquer une entreprise pour changer son nom de New Misonix, Inc. à Misonix, Inc. et refléter
adoptant une disposition pour les actionnaires d'Old Misonix permettant à la chancellerie de l'État du Delaware
est un forum exclusif pour les différentes actions pouvant être intentées contre New Misonix, ses dirigeants ou ses administrateurs. C'est ça
L’amendement est joint en exemple à la section 3.3 du présent document et est incorporé par référence.

Vieux misonix

Le jour de la fermeture,
Old Misonix a modifié et mis à jour son certificat d'enregistrement et ses statuts, comme décrit dans la déclaration d'enregistrement ci-dessous.
Les certificats d'enregistrement et les statuts révisés et révisés de l'ancien Misonix sont joints aux pièces 3.4 et 3.4.
De manière correspondante, 3.5 et sont incorporés ici par référence.

Le point
8.01 Autres événements.

Le jour de la fermeture,
Le nouveau Misonix a publié un communiqué de presse annonçant la fin de l’accord ("Communiqué de presse") Qui
jointe à ce formulaire 8-K en tant qu'exemple 99.1 et incorporée ici à titre de référence.

* * *

Le point
9.01. Rapports financiers et expositions.

(a) États financiers acquis d'une entreprise.

En s'appuyant sur le général
États financiers des entreprises acquises à l'aide du formulaire BK. Le formulaire B.3 a été oublié, car il s'agissait d'un nouveau Misonix
fourni essentiellement les mêmes informations dans la demande d'enregistrement.

b) Informations financières pro forma.

En s'appuyant sur le général
L'instruction B.3 du formulaire 8-K n'a pas été renseignée sur les informations financières "pro forma" car New Misonix avait précédemment
les mêmes informations dans la déclaration d'enregistrement.

d) expositions

Exposition

Non

caractérisation

2.1 Misonix, New Misonix, Inc., Reincorp, entre 2019 2 mai Merger Sub One, Inc., Surge Sub Two, LLC, Solsys et Greg Madden, actionnaire unique de Solsys (intégré par renvoi au rapport actuel de Formule 8-K d'Old Misonix, déposé le 6 mai) ., Exemple 2.1). , 2019)
3.1 Certificat d'enregistrement de New Misonix, Inc. (constitué en référence à l'exemple 3.1 de la nouvelle déclaration d'enregistrement de Misonix sur formulaire S-4, 29 mai 2019)
3.2 Règlements de New Misonix, Inc. (incorporés par référence au formulaire d’enregistrement du nouveau Misonix S-4, exemple 3.3, déposé le 29 mai 2019)
3.3 Certificat de changement pour un nouvel enregistrement Certificat de Misonix, Inc.
3.4 Certificat d'enregistrement révisé et révisé pour Misonix OpCo, Inc.
3,5 Statuts de Misonix OpCo, Inc. révisés et révisés
10.1 Amendé et reformulé 2019. 27 septembre Contrat de crédit entre Solsys Medical, LLC, New Misonix, Inc., SWK Funding LLC et les institutions financières qui y sont parties,
10.2 Forme de la convention de compensation
99,1 Communiqué de presse publié en 2019. 27 septembre

* Tous les horaires pour un contrat de crédit modifié
ont été omis conformément au règlement S-K 601 (b) (10) (iv). Une copie de tout programme manqué sera fournie au service des valeurs mobilières.
et à la demande de la Commission des changes.

SIGNATURES

Selon les exigences
1934 Ce rapport a été dûment signé par le greffier pour le compte du greffier, conformément au paragraphe 2 de la Loi sur les bourses de valeurs.
à ce dûment autorisé.

Date:
2019 27 septembre

Misonix, Inc.

Par: / s /
Stavros Vizirgianakis

Stavros
Vizirgianakis

Le surintendant
Officier exécutif

7ème

Exposition 3.3

CERTIFICAT DE REMPLACEMENT

À

CERTIFICAT D'ENREGISTREMENT D'ENTREPRISE

À propos

NOUVEAU MISONIX, INC.

New Misonix, Inc. (
"La corporation"), Société organisée et existant en vertu de la loi américaine relative aux sociétés
Delaware ("DGCL"), Je certifie:

1
Le présent certificat de modification modifie les dispositions du certificat de constitution d’une société.
déposé auprès du secrétaire d'État du Delaware en 2019. 22 mai ("Certificat d'enregistrement de l'entreprise").

2
L'article I du certificat de constitution est remplacé par le texte suivant:

"ARTICLE I

Le nom de la société est Misonix,
Inc. ("La corporation")."

3
La section 1 de l’article VIII du certificat de constitution est modifiée comme suit:

"Section 1.
Changements, abrogations, etc. Habituellement. La Société se réserve le droit de modifier, de modifier ou d’abroger toute disposition y figurant.
dans ce certificat d'immatriculation de la manière actuelle ou ultérieure déterminée par la DGCL et tous droits conférés aux actionnaires
accordé ici avec cette réservation. Nonobstant toute disposition contraire dans le présent certificat d’enregistrement,
et malgré le fait que la loi applicable puisse à l'occasion permettre un pourcentage inférieur aux dispositions des articles IX et IX
Cet article VIII, paragraphe 1, peut être modifié, abrogé ou abrogé à quelque titre que ce soit, et aucune disposition ou réglementation ne soit incompatible avec
ils sont admissibles sauf si, outre tout autre vote requis par le présent certificat de constitution ou par tout autre moyen
tout amendement, modification, révocation ou adoption doit être approuvée par la loi avec un vote positif des titulaires d'au moins 66 2/3%
le droit de vote des actions à droit de vote exclusif lors du vote en groupe. "

4
Le certificat de constitution sera modifié par l'addition de l'article IX dans son intégralité comme suit:

"ARTICLE IX

Section 1 Exceptionnel
Forum pour certaines réclamations
. Sauf si une société accepte par écrit d’opter pour un autre forum,
Delaware State Chancellery (ou, si et seulement si, le Delaware Chancery Court n’est pas compétent,
dans tout tribunal d'État situé dans l'État du Delaware et si et seulement si tous ces tribunaux d'État sont incompétents,
District fédéral du comté de Delaware) est le seul et unique forum (a) pour toute action dérivée
ou des cas portés au nom d'une société; b) tout acte ou procédure alléguant une violation du droit du fiduciaire
l’obligation pour tout administrateur, dirigeant ou autre employé actuel ou précédent de la Société de payer la Société ou la Société
les actionnaires; c) une action ou une procédure intentée contre la Société ou un administrateur actuel ou un ancien administrateur;
mandataire social ou autre employé découlant d’une disposition de la DGCL ou en vertu de celle-ci, certificat de société
statuts ou statuts (y compris les droits, obligations ou recours en découlant); (d) tout acte ou procédé d'interprétation;
appliquer, appliquer ou déterminer la validité des statuts ou des statuts de cette société (y compris tous les droits,
obligation ou recours y relatif); e) tout acte ou procédure relevant de la compétence du greffe par la DGCL
Les états du Delaware; et f) toute réclamation contre la Société ou tout administrateur, dirigeant ou autre
un employé d'une société en vertu de la doctrine des affaires intérieures, dans tous les cas dans la mesure permise par la loi et
étant donné que le tribunal a compétence personnelle sur les parties nécessaires appelées défendeurs. Cette section 1
ne s'applique pas aux actions intentées contre une obligation ou une responsabilité créée par la loi de 1933. Loi sur les valeurs mobilières, Loi sur la bourse
ou toute autre demande pour laquelle les tribunaux fédéraux ont une compétence exclusive.

Section 2 Déçu
Consentement
. Toute personne ou entité qui possède, détient ou acquiert de toute autre manière un titre d'une société doit:
il est réputé avoir pris connaissance et accepté les dispositions du présent certificat d'immatriculation. Si quelque chose d'action
dont relèvent de la section 1 de cet article VII, par un tribunal autre qu'un tribunal d'un État
dans le comté de Delaware ou les tribunaux de district fédéraux ("Actions étrangères") à l'intérieur des conors
nom d’un actionnaire, cet actionnaire est réputé avoir accepté (a) la compétence personnelle de l’État;
et les tribunaux fédéraux de l'État du Delaware pour toute action intentée par ce tribunal en vue de l'application du chapitre 1,
et b) dans le processus de signification à cet actionnaire, en accomplissant un tel acte, en donnant cet avis à l'actionnaire
en tant qu'agent boursier étranger en tant que représentant de cet actionnaire. "

5
Cet amendement a été dûment adopté conformément aux dispositions de l'article 242 de la DGCL.

6ème
Toutes les autres dispositions du certificat d'enregistrement sont valides et efficaces.

(Suit la page de signature)

EN FOI DE QUOI, la société a
a accepté le présent certificat de modification du certificat d'enregistrement signé par son responsable dûment autorisédes milliers
2019 Jour de septembre.

NOUVEAU MISONIX, INC.
Par: / s / Joseph P. Dwyer
Prénom: Joseph P. Dwyer
Titre:

Secrétaire, trésorier et

Directeur financier

Exposition 3.4

CERTIFICAT D'ENREGISTREMENT D'ENTREPRISE

À propos

MISONIX OPCO, INC.

En vertu de l'article 402 de la société par actions
La loi

PREMIER: Nom
Corporation est Misonix OpCo, Inc. ("La corporation").

DEUXIÈME: Bureau de la société
doit être dans le comté de Suffolk, à New York.

TROISIÈME: But
La Société doit accomplir tout acte ou activité licite pour lequel des sociétés peuvent être organisées en vertu de la loi sur les sociétés par actions.
à condition que la Société ne soit pas constituée pour accomplir des actes nécessitant le consentement de tout agent public,
ministère, conseil, agence ou autre organisme sans consentement ou approbation préalable.

TRIMESTRE: Total
La Société est habilitée à émettre cent (100) actions ordinaires sans valeur nominale.

CINQUIÈME: secrétaire
L’État est désigné en tant que représentant de la société devant laquelle des poursuites peuvent être engagées contre elle. Adresse postale
auquel le secrétaire d'État envoie des copies de toutes les procédures adoptées au nom de la société: Misonix OpCo, Inc.
1938 New Highway, Farmingdale, New York, 11735, note: président et chef de la direction.

SIXIÈME: À la fin
Si la loi sur les sociétés par actions ou toute autre loi en vigueur ou en vigueur l’autorise, il n’existe aucun administrateur de la société.
sera personnellement responsable vis-à-vis de la société ou de ses actionnaires de tout manquement aux obligations des administrateurs
sociétés. Toute abrogation ou modification de cet article six n’affectera en rien les droits ou la protection du directeur
immédiatement avant cette révocation ou cette modification.

SEPTIÈME: Toute personne qui
est ou a été ou a été consenti à devenir un administrateur, dirigeant, employé ou mandataire de la Société, ou toute personne de cette nature qui est ou a été
siégeant ou acceptant de siéger à la demande de la Société en tant qu'administrateur, dirigeant, employé ou mandataire d'une autre organisation
ou régime d’avantages sociaux des employés, la société remboursera dans toute la mesure permise par la loi sur les sociétés par actions
ar bet kuriuos kitus galiojančius įstatymus, galiojančius dabar arba toliau. Neapribojant to, kas išdėstyta pirmiau,
korporacija gali sudaryti vieną ar daugiau sutarčių su bet kuriuo asmeniu, numatančiais didesnę ar kitokią kompensaciją nei
tai numatyta šiame septintajame straipsnyje. Bet koks šio septintojo straipsnio panaikinimas ar pakeitimas neturės neigiamos įtakos
right or protection existing hereunder immediately prior to such repeal or modification.

SEVENTH: Any action to
be taken by the shareholders by vote may be taken without a meeting on written consent, setting forth the action so taken, signed
by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were present and voted.

EIGHT: In furtherance and
not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the Business Corporation
Law, the Board of Directors is expressly authorized to make, alter, amend or repeal the bylaws of the Corporation, without any
action on the part of the shareholders, but the shareholder may make additional bylaws and may alter, amend or repeal any bylaw
whether adopted by them or otherwise. The Corporation may in its bylaws confer powers upon the Board of Directors in addition to
the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

NINTH: No shareholder of
the Corporation will have any right, including any right under Section 622 of the Business Corporation Law, to purchase shares
of capital stock of the Corporation sold or issued by the Corporation, except to the extent such a right may from time to time
be set forth in a written agreement between the Corporation and such shareholder.

Exhibit 3.5

AMENDED AND RESTATED

BY-LAWS

À propos

MISONIX OPCO, INC.

ARTICLE
Moi

OFFICES

Section 1. Principal Office. The principal
office of Misonix OpCo, Inc. (the “Corporation”) shall be located in the County of Suffolk, New York.

Section 2. Other Offices. The Corporation
may have such other offices and places of business, within or without the State of New York, as the board of directors of the Corporation
(the “Board”) may, from time to time, determine or the business of the Corporation may require.

ARTICLE
II

SHAREHOLDERS

Section 1. Place of Meetings. Meetings
of the shareholders may be held at such place or places, within or without the State of New York, as shall be fixed by the Board
and stated in the notice of the meeting.

Section 2. Annual Meeting. The annual
meeting of shareholders for the election of directors and the transaction of such other business as may properly come before the
meeting shall be held on such date as the Board shall fix by resolution.

Section 3. Notice of Annual Meeting of
Shareholders
. Written or electronic notice of any meeting of shareholders, including the annual meeting, stating the place,
date and hour of the meeting, shall be delivered to each shareholder entitled to vote not less than ten nor more than sixty days
prior to the meeting. The notice shall also set forth at whose direction it is being issued, unless it is notice for the annual
meeting.

Section 4. Special Meetings. Special
meetings of the shareholders for any purpose or purposes may be called by the Board or the holders of at least one-third of the
votes of share of stock issued. The business transacted at any special meeting of the shareholders shall be limited to the purposes
stated in the notice.

Section 5. Notice of Special Meeting.
Written or electronic notice of a special meeting of the shareholders, stating the place, date and hour of the meeting and the
purpose or purposes thereof, shall be delivered to each shareholder entitled to vote, not less than ten nor more than sixty days
prior to the meeting. The notice shall also set forth at whose direction it is being issued.

Section 6. Quorum. At any meeting
of the shareholders, the holders of a majority of the votes of shares of stock issued and entitled to vote thereat, represented
in person or by proxy, shall constitute a quorum for all purposes, except as otherwise provided by law or the certificate of incorporation.

Section 7. Voting. At each meeting
of the shareholders, every shareholder of record may vote in person or by proxy executed by the shareholder or by his/her duly
authorized attorney-in-fact. Except as may be otherwise provided by the certificate of incorporation, each shareholder shall have
one vote for each share of stock registered in his/her name.

Section 8. Adjourned Meetings. Any
meeting of shareholders may be adjourned to a designated time and place by a vote of a majority in interest of the shareholders
present, in person or by proxy, and entitled to vote, despite the absence of a quorum. No notice of such an adjourned meeting need
be given, other than by announcement at the meeting, and any business may be transacted which might have been transacted at the
meeting as originally called.

Section 9. Action by Written Consent of
Shareholders
. Whenever, by any provision of statute or of the certificate of incorporation or of these by-laws, the vote of
shareholders at a meeting thereof is required or permitted to be taken in connection with any corporate action, the meeting and
vote of shareholders may be dispensed with if all the shareholders who would have been entitled to vote upon the action, if such
meeting were held, shall consent in writing to such corporate action being taken.

Section 10. Registered Shareholders.
The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as
the owner of shares, and shall be protected in treating such person or persons as the owner thereof for all of owners’ purposes
except as otherwise provided by the laws of New York.

Section 11. List of Shareholders.
A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer
agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any
meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced
as evidence of the right of the persons challenged to vote at such meeting and all persons who appear from such list to be shareholders
entitled to vote thereat may vote at such meeting.

ARTICLE
III

DIRECTORS

Section 1. Powers. The business and
affairs of the Corporation shall be managed under the direction of the Board. The Board may adopt such rules and regulations for
the conduct of its meetings, the exercise of its powers and the management of the affairs of the Corporation as it may deem proper,
not inconsistent with the laws of the State of New York, the certificate of incorporation or these by-laws.

In addition to the powers and authorities by these
by-laws expressly conferred upon them, the directors may exercise all such powers of the Corporation and do such lawful acts and
things as are not by statute or other law or by the certificate of incorporation or by these by-laws directed or required to be
exercised or done by the shareholders.

Section 2. Number. The number of directors
constituting the Board, none of whom need be shareholders, shall be fixed from time to time by resolution of the shareholders or
by vote of a majority of the Board then in office.

Section 3. Meeting, Quorum, Action Without
Meeting, Communications Equipment
. Meetings of the Board, regular or special, may be held at any place, either within or outside
the State of New York, provided a quorum be in attendance. Regular meetings of the Board shall be held at such time and place fixed
by the Board. Any director may call a special meeting of the Board. The Chairperson of the Board, if one be elected, shall preside
at all meetings of the Board and of the shareholders, and the Chairperson shall have and perform such other duties from time to
time assigned to the Chairperson by the Board.

A majority of the entire Board shall constitute
a quorum at any meeting of the Board. At any meeting of the Board at which a quorum is present, the vote of a majority of the directors
present at the time of the vote shall be the act of the Board.

Any action required or permitted to be taken by
the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing
to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the Board
or committee shall be filed with the minutes of the proceedings of the Board or committee.

Any one or more members of the Board or any of
its committees may participate in a meeting by means of a conference telephone or similar communications equipment allowing all
participants to hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

A majority of the directors present, whether or
not a quorum is present, may adjourn any meeting to any other time and place. Notice of any adjournment of a meeting of the Board
to another time or place shall be given to the directors who were not present at the time of the adjournment and, unless such time
and place are announced at the meeting, to the other directors.

Section 4. Vacancies, Removal. Vacancies
occurring in the membership of the Board, from whatever cause arising (except vacancies occurring by reason of the removal of directors
without cause), may be filled by a majority vote of the remaining directors, though less than a quorum. Vacancies occurring in
the membership of the Board by reason of the removal of directors without cause may be filled only by vote of the shareholders.

Any one or more of the directors may be removed
(a) either for or without cause, at any time, by vote of the shareholders holding a majority of the votes of the outstanding stock
of the Corporation entitled to vote, present, in person or by proxy, at any meeting of the shareholders, or (b) for cause, by action
of the Board at any meeting of the Board.

Section 5. Executive Committee and Other
Committees
. The Board, by resolution adopted by a majority of the entire Board, may designate from among its members an executive
committee or other committee or committees, each consisting of one or more directors, with such powers and authority of the Board
as may be provided in said resolution to the extent permitted by law.

ARTICLE
IV

OFFICERS

Section 1. Generally. The officers
of the Corporation shall be elected by the Board and shall consist of a chairperson, a president, one or more vice-presidents,
a secretary, and a treasurer, and such other officers as it may determine. Any number of offices may be held by the same person.
If all of the issued and outstanding stock of the Corporation is owned by one person, such person may hold all or any combination
of offices.

Section 2. Compensation. The compensation
of all officers and agents of the corporation who are also directors of the Corporation shall be fixed by the Board. The Board
may delegate the power to fix the compensation of other officers and agents of the Corporation to an officer of the Corporation.

Section 3. Succession. All officers
shall be elected or appointed to hold office until the meeting of the Board following the next annual meeting of the shareholders.
Each officer shall hold office for the term for which he/she is elected or appointed, and until his/her successor has been elected
or appointed and qualified. Any officer elected or appointed by the Board may be removed, with or without cause, at any time by
the affirmative vote of a majority of the directors. Any vacancy occurring in any office of the Corporation may be filled by the
Board.

Section 4. Authority and Duties. Tout le monde
of the officers of the Corporation shall have such authority and shall perform such duties as are stated in these by-laws or as
may be specified by the Board in a resolution which is not inconsistent with these by-laws.

Section 5. The President. The president,
who may, but need not, be a director, shall be the chief executive officer of the Corporation and shall, in the absence or non-election
of a chairperson of the Board, preside at all meetings of the shareholders and directors. While the directors are not in session,
he/she shall have general management and control of the business and affairs of the Corporation.

Section 6. The Vice-President.
vice-president, or if there be more than one, the senior vice-president, as determined by the Board, in the absence or disability
of the president, shall exercise the powers and perform the duties of the president and each vice-president shall exercise such
other powers and perform such other duties as shall be prescribed by the directors.

Section 7. The Treasurer. The treasurer
shall have custody of all funds, securities and evidences of indebtedness of the Corporation; he/she shall receive and give receipts
and acquittances for monies paid in on account of the Corporation, and shall pay out of the funds on hand all bills, payrolls,
and other just debts of the Corporation, of whatever nature, upon maturity; he/she shall enter regularly in books to be kept by
him/her for that purpose, full and accurate accounts of all monies received and paid out by him/her on account of the Corporation,
and he/she shall perform all other duties incident to the office of treasurer and as may be prescribed by the directors.

Section 8. The Secretary. The secretary
shall keep the minutes of all proceedings of the directors and of the shareholders; he/she shall attend to the giving and serving
of all notices to the shareholders and directors or other notice required by law or by these by-laws; he/she shall affix the seal
of the Corporation to deeds, contracts and other instruments in writing requiring a seal, when duly signed or when so ordered by
the directors; he/she shall have charge of the certificate books and stock books and such other books and papers as the Board may
direct, and he/she shall perform all other duties incident to the office of secretary.

ARTICLE
V

CAPITAL STOCK

Section 1. Stock Certificates and Uncertificated
Shares
. The shares of the Corporation shall be represented by certificates, provided that the Board may provide by resolution
or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any resolution of
the Board providing for uncertificated shares shall not apply to shares represented by a certificate until such certificate is
surrendered to the Corporation. Certificates for the shares of stock of the Corporation shall be in such form as is consistent
with the Certificate of Incorporation and New York Business Corporation Law. Each holder of stock in the Corporation shall be entitled
to have a certificate signed by, or in the name of the Corporation by, the Chairperson of the Board, President or any Vice President
and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him
in the Corporation. Where any such certificate is countersigned by a transfer agent other than the Corporation or its employee,
or by a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case
any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation
with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue. Each certificate shall
state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations
or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back
a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences
and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or rights. Within a reasonable time after the issuance or transfer of uncertificated
stock, the Corporation shall send to the registered owner thereof a written notice containing the information required to be set
forth or stated on certificates pursuant to Sections 508(b), (c) and (f) of the New York Business Corporation Law or a statement
that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and
relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations
or restrictions of such preferences and/or rights

Section 2. Transfer. Transfers of
record of shares of the capital stock of the Corporation shall be made upon its books by the holders thereof, in person or by attorney
duly authorized, and upon either the surrender of a certificate or certificates for a like number of shares, properly endorsed
or accompanied by a properly endorsed stock power, or upon presentation of proper transfer instructions from the holder of record
of uncertificated shares.

Section 3. Lost or Destroyed Certificates.
The Board of Directors may direct uncertificated shares or, if requested by the registered owner, a new certificate or certificates
to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing
such issue of uncertificated shares or a new certificate or certificates, the Board of Directors may, in its discretion and as
a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.

Section 4. Regulations. Except to
the extent that the exercise of such power shall be prohibited or circumscribed by these By-Laws, by the Certificate of Incorporation,
or other certificate filed pursuant to law, or by statute, the Board of Directors shall have power to make such rules and regulations
concerning the issuance, registration, transfer and cancellation of stock certificates and uncertificated shares as it shall deem
appropriate.

Section 5. Record Date. The Board
may fix, in advance, a date, not exceeding sixty days, nor less than ten days, as the record date for the determination of shareholders
entitled to receive notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or to consent to or dissent
from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends,
or allotment of any rights, or for the purpose of any other action.

ARTICLE
VI

INDEMNIFICATION AND INSURANCE

Section 1. Indemnification.

(a) To
the fullest extent now or hereafter provided for or permitted by the laws of the State of New York, the Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any action, suit, proceeding, arbitration, alternative
dispute resolution mechanism, investigation, administrative or legislative hearing or any other actual, threatened, pending or
completed proceeding (other than one by or in the right of the Corporation to procure a judgment in its favor), whether civil or
criminal, and including an action by or in the right of any other Corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other enterprise (any such entity, other than the Corporation, being
hereinafter referred to as an “Enterprise”), and including any appeals therein (any such process being
hereinafter referred to as a “Proceeding”) by reason of the fact that such person or such person’s
testator or intestate (i) is or was a director or officer of the Corporation, or (ii) while serving as a director or officer of
the Corporation, is or was serving, at the request of the Corporation, as a director, officer, or in any other capacity, any other
Enterprise, against any and all judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’
fees actually and necessarily incurred as a result of such Proceeding, if such person acted in good faith, for a purpose which
he/she reasonably believed to be in, or in the case of service for any Enterprise, not opposed to, the best interests of the Corporation
and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

(b) The
termination of any such Proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall
not in itself create a presumption that any such person did not act, in good faith, for a purpose which he/she reasonably believed
to be in, or in the case of service to an Enterprise, not opposed to, the best interests of the Corporation, or that he/she had
reasonable cause to believe that his conduct was unlawful.

(c) To
the fullest extent now or hereafter provided for or permitted by the laws of the State of New York, the Corporation shall indemnify
any person who was or is a party or is threatened to be made a party to any action by or in the right of the Corporation to procure
a judgment in its favor, by reason of the fact that such person or such person’s testator or intestate (i) is or was a director
or officer of the Corporation, or (ii) while serving as a director or officer of the Corporation, is or was serving, at the request
of the Corporation, as a director, officer, or in any other capacity, any other Enterprise, against amounts paid in settlement
and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such Proceeding, if such
person acted in good faith, for a purpose which he/she reasonably believed to be in, or in the case of service for any Enterprise,
not opposed to, the best interests of the Corporation, except that no indemnification under this paragraph shall be made in respect
of (x) a threatened action, or a pending action which is settled or otherwise disposed of, or(y) any claim, issue or matter as
to which such person shall have been adjudged to be liable to the Corporation, unless and only to the extent that the court in
which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that,
in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such portion of the
settlement amount and expenses as the court deems proper.

ARTICLE
VII

MISCELLANEOUS

Section 1. Dividends. The Board may
declare dividends, from time to time, upon the capital stock of the Corporation in the manner and on the terms permitted by law
and the certificate of incorporation.

Section 2. Seal. The corporate seal
shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, New
York.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced in any other manner.

Section 3. Fiscal Year. The fiscal
year of the Corporation shall be fixed by the Board.

Section 4. Checks, Notes, Etc. Checks,
notes, drafts, bills of exchange and orders for the payment of money shall be signed or endorsed by such officer of officers or
such other person or persons and in such manner as the Board may, from time to time, designate.

The funds of the Corporation shall be deposited
in such bank or trust company, and checks drawn against such funds shall be signed by such officer or officers or such other person
or persons and in such manner as the Board may, from time to time, designate.

Section 5. Notice and Waiver of Notice.
Notice of a shareholder’s meeting need not be given to any shareholder who submits a waiver of notice whether before or after
the meeting. Waiver of notice may be written or electronic. The attendance of any shareholder at a meeting, in person or by proxy,
without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice
by such shareholder.

Notice of a Board meeting need not be given to
any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting,
prior thereto or at its commencement, the lack of notice of such meeting. Waiver of notice may be written or electronic.

Whenever any notice is required by these by-laws
to be given, personal notice is not meant and any notice so required shall be deemed to be sufficient if given in writing or electronically.
Written notice must be deposited in a post office or post office box in a sealed postpaid wrapper, addressed to the shareholder,
officer or director, at such address as appears on the books of the Corporation and such notice shall be deemed to have been given
on the day of such deposit. If transmitted electronically, notice is given when directed to the shareholder’s electronic
mail address as supplied by the shareholder to the secretary of the Corporation or as otherwise directed pursuant to the shareholder’s
authorization or instructions.

ARTICLE
VIII

AMENDMENTS

Section 1. By Shareholders. Šie
by-laws may be amended at any shareholders’ meeting by vote of the shareholders holding a majority of the votes of the outstanding
stock at the time entitled to vote thereon, present either in person or by proxy, provided notice of the amendment is included
in the notice or waiver of notice of such meeting.

Section 2. By Directors. The Board
may also amend these by-laws at any regular or special meeting of the Board by a majority vote of the entire Board, but any by-laws
so made by the Board may be altered or repealed by the shareholders entitled to vote thereon.

8ème

Exhibit 10.1

AMENDED
AND RESTATED CREDIT AGREEMENT

tarp
SOLSYS MEDICAL, LLC,
et
NEW MISONIX, INC.,
as Borrower,

SWK
FUNDING LLC,

comme
Agent, Sole Lead Arranger and Sole Bookrunner,

et

financial institutions party hereto from time to time as Lenders

Dated
as of September 27, 2019

(Solsys Medical) A&R Credit Agreement

Table
of Contents

(Solsys Medical) A&R Credit Agreement

je

(Solsys Medical) A&R Credit Agreement

ii

(Solsys Medical) A&R Credit Agreement

iii

(Solsys Medical) A&R Credit Agreement

iv

Annexes

Exhibits

(Solsys Medical) A&R Credit Agreement

v

AMENDED
AND RESTATED CREDIT AGREEMENT

This
AMENDED AND RESTATED CREDIT AGREEMENT (as may be amended, restated, supplemented, or otherwise modified from time to time, this
"Agreement”) dated as of September 27, 2019 (the “Closing Date”), among SOLSYS MEDICAL,
LLC, a Delaware limited liability company (formerly known as Soluble Systems, LLC) (“Current Borrower”), New
Misonix, Inc., a Delaware Corporation (“Parent”, and together with Current Borrower, each individually and
collectively referred to herein as “Borrower” or “Borrowers” as the context so implies),
the financial institutions party hereto from time to time as lenders (each a “Lender” and collectively, the
"Lenders”) and SWK FUNDING LLC (in its individual capacity, “SWK”), as Agent for all Lenders.

WHEREAS,
Current Borrower, Agent and Lenders entered into that certain Credit Agreement, dated as of June 1, 2015 (as amended prior to
the date hereof, the “Original Credit Agreement”);

WHEREAS,
Current Borrower entered into that certain Agreement and Plan of Merger, dated as of May 2, 2019 (as the same may be amended,
modified or restated from time to time, the “Merger Agreement”), among Current Borrower, Parent, Misonix OpCo,
Inc. (formally Misonix, Inc.), and the other parties thereto; et

WHEREAS,
in connection with the consummation of the transactions contemplated in the Merger Agreement, Parent wishes to join the Loan Documents
as a Borrower; et

WHEREAS,
in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto desire to amend and restated the Original Credit Agreement as follows:

Section 1 Definitions; Interpretation.

1.1
Definitions.

When
used herein the following terms shall have the following meanings:

Account
Control Agreement
means, individually and collectively, any account control or similar agreement(s) entered into from time
to time at Agent’s request, among a Loan Party, Agent and any third party bank or financial institution at which such Loan
Party maintains a Deposit Account.

Acquisition
means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the
acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division
of a Person, (b) the acquisition of in excess of fifty percent (50%) of the capital stock, partnership interests, membership interests
or equity of any Person, or otherwise causing any Person to become a Subsidiary, (c) the acquisition of a product license or a
product line (excluding, for purposes of Section 7.10 hereof, any pending Acquisitions as of the Closing Date as set forth
à propos de Schedule 1.1 hereto), or (d) a merger or consolidation or any other combination (other than a merger, consolidation
or combination that effects a Disposition) with another Person (other than a Person that is already a Subsidiary).

Affiliate
of any Person means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control
with such Person, (b) any employee, manager, officer or director of such Person and (c) with respect to any Lender, any entity
administered or managed by such Lender or an Affiliate or investment advisor thereof which is engaged in making, purchasing, holding
or otherwise investing in commercial loans. For purposes of the definition of the term “Affiliate”, a Person shall
be deemed to be “controlled by” any other Person if such Person possesses, directly or indirectly, power to vote ten
percent (10%) or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors
or managers or power to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.
Unless expressly stated otherwise herein, neither Agent nor any Lender shall be deemed an Affiliate of Borrower or of any Subsidiary.

(Solsys Medical) A&R Credit Agreement

1

Agent reiškia
SWK in its capacity as administrative agent for all Lenders hereunder and any successor thereto in such capacity.

Aggregate Revenue shall have the meaning
set forth in Section 2.9.1(a).

Agreement has the meaning set forth in Preamble.

"Approved
AR Loan Facility
means that certain revolving loan facility made by Silicon Valley Bank to certain Loan Parties pursuant to
that certain Loan and Security Agreement, dated as of January 22, 2019, as the same may be modified, amended or restated from time
to time in accordance with the Intercreditor Agreement; or any similar replacement revolving loan facility as approved by Agent
in its commercially reasonable discretion.

Approved Fund
means (a) any fund, trust or similar entity that invests in commercial loans in the ordinary course of business and is advised
or managed by (i) a Lender, (ii) an Affiliate of a Lender, (iii) the same investment advisor that manages a Lender or (iv) an Affiliate
of an investment advisor that manages a Lender or (b) any finance company, insurance company or other financial institution which
temporarily warehouses loans for any Lender or any Person described in clause (a) above.

Assignment Agreement means an agreement
substantially in the form of Exhibit A.

Authorization shall have the meaning set
forth in Section 5.22(b).

Borrower shall have the meaning set forth in Preamble.

Business Day
means any day on which commercial banks are open for commercial banking business in Dallas, Texas, and, in the case of a Business
Day which relates to the calculation of LIBOR, on which dealings are carried on in the London interbank Eurodollar market.

Capital Lease
means, with respect to any Person, any lease of (or other agreement conveying the right to use) any real or personal property by
such Person that, in conformity with GAAP, is accounted for as a capital lease on the balance sheet of such Person.

Cash Equivalent
Investment
means, at any time, (a) any evidence of Debt, maturing not more than one year after such time, issued or guaranteed
by the United States Government or any agency thereof, (b) commercial paper, or corporate demand notes, in each case (unless issued
by a Lender or its holding company) rated at least “A-l” by Standard & Poor’s Ratings Group or “P-l”
by Moody’s Investors Service, Inc., (c) any certificate of deposit (or time deposit represented by a certificate of deposit)
or banker’s acceptance maturing not more than one year after such time, or any overnight Federal Funds transaction that is
issued or sold by any Lender (or by a commercial banking institution that is a member of the Federal Reserve System or is a U.S.
branch of a foreign banking institution and has a combined capital and surplus and undivided profits of not less than $500,000,000),
(d) any repurchase agreement entered
into with any Lender (or commercial banking institution of the nature referred to in clause (c) above) which (i) is secured
by a fully perfected security interest in any obligation of the type described in any of clauses (a) per (c)
above and (ii) has a market value at the time such repurchase agreement is entered into of not less than one-hundred percent (100%)
of the repurchase obligation of such Lender (or other commercial banking institution) thereunder, (e) money market accounts or
mutual funds which invest exclusively or substantially in assets satisfying the foregoing requirements, (f) cash, and (g) other
short term liquid investments approved in writing by Agent.

(Solsys Medical) A&R Credit Agreement

2

Change
of Control
means the occurrence of any of the following, unless such action has been consented to in advance in writing by
Agent in its sole discretion:

(i)
any Person acquires the direct or indirect ownership of more than fifty-one percent (51%) of the issued and outstanding voting
Equity Interests of Borrower;

(ii) fifty
percent (50%) or more of the members of the Board of Directors (or other applicable governing body) of Borrower on any date shall
not have been (x) members of the Board of Directors (or other applicable governing body) of Borrower on the date twelve
(12) months prior to such date or (y) approved (by recommendation, nomination, election or otherwise) by Persons who constitute
at least a majority of the members of the Board of Directors (or other applicable governing body) of Borrower as constituted on
the date twelve (12) months prior to such date; arba

(iii) any
“change in/of control” or “sale” or “disposition” or “merger” or similar event
as defined in any certificate of incorporation or formation or statement of designations or bylaws or operating agreement, as applicable,
of Borrower or in any document governing indebtedness of any Loan Party (other than any Loan Documents) in excess of $250,000,
individually or in the aggregate which gives the holder of such indebtedness the right to accelerate or otherwise require payment
of such indebtedness prior to the maturity date thereof.

CLIA
means (a) the Clinical Laboratory Improvement Act of 1967, as the same may be amended, modified or supplemented from time
to time, including without limitation the Clinical Laboratory Improvement Amendments, 42 U.S.C. § 263a et seq. (“CLIA
88
”), and any successor statute thereto, and any and all rules or regulations promulgated from time to time thereunder,
or (b) any equivalent state statute (and any and all rules or regulations promulgated from time to time thereunder) recognized
by the relevant Governmental Authority as (x) having an “Equivalency” (as defined by CLIA) to CLIA, and (y) offering
a compliance and regulatory framework that is applicable to a Person in such state in lieu of CLIA.

Closing
Date
shall have the meaning set forth in the Preamble.

CMS
means the Center for Medicare and Medicaid Services of the United States of America.

Collateral has the meaning set
forth in the Guarantee and Collateral Agreement.

Collateral
Access Agreement
means an agreement in form and substance reasonably satisfactory to Agent pursuant to which a mortgagee
or lessor of real property on which Collateral (or any books and records) is stored or otherwise located, or a warehouseman,
processor or other bailee of Inventory or other property owned by any Loan Party, acknowledges the Liens of Agent and waives
(or, if approved by Agent, subordinates) any Liens held by such Person on such property, and, in the case of any such
agreement with a mortgagee or lessor, permits Agent reasonable access to any Collateral stored or otherwise located
thereon.

(Solsys Medical) A&R Credit Agreement

3

Collateral
Documents
means, collectively, the Guarantee and Collateral Agreement, each IP Security Agreement, each Collateral Access
Agreement, any Mortgage delivered in connection with the Loan from time to time, each Account Control Agreement and each other
agreement or instrument pursuant to or in connection with which any Loan Party or any other Person grants a Lien in any Collateral
to Agent for the benefit of Lenders, each as amended, restated or otherwise modified from time to time.

Commitment
means, as to any Lender, such Lender’s Pro Rata Term Loan Share.

Compliance
Certificate
means a certificate substantially in the form of Exhibit B.

Consolidated
Net Income
means, with respect to any Person and its Subsidiaries, for any period, the consolidated net income (or loss) of
such Person and its respective Subsidiaries for such period, as determined under GAAP.

Consolidated
Unencumbered Liquid Assets
means any Cash Equivalent Investment owned by Parent and its Subsidiaries on a consolidated basis
which are not the subject of any Lien or other arrangement with any creditor to have its claim satisfied out of the asset (or
proceeds thereof) prior to the general creditors of Parent and such Subsidiaries other than the Lien for the benefit of Agent
and Lenders.

Contingent
Obligation
means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or
is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply
funds to or otherwise to invest in a debtor, or otherwise to assure a creditor against loss) any indebtedness, obligation or other
liability of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the payment
of dividends or other distributions upon the shares of any other Person. The amount of any Person’s obligation in respect
of any Contingent Obligation shall be deemed to be the amount for which the Person obligated thereon is reasonably expected to
be liable or responsible.

Contract
Rate
means a rate per annum equal to (x) the LIBOR Rate, plius (y)(1) as of any date of determination
where the EBITDA of Parent and its Subsidiaries was positive for the prior Fiscal Quarter, seven percent (7.00%) or (2) at all
other times, the applicable margin as identified in the table below:

Condition (y) Applicable Margin
As of any date of determination where the Market Capitalization of Parent is less than $150,000,000. ten and one quarter of one percent (10.25%)
As of any date of determination where the Market Capitalization of Parent is equal to or greater than $150,000,000, but less than $250,000,000 Nine percent (9.00%)
As of any date of determination where the Market Capitalization of Parent is equal to or greater than $250,000,000 Eight percent (8.00%)

(Solsys Medical) A&R Credit Agreement

4

Controlled
Group
means all members of a controlled group of corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with a Loan Party, are treated as a single employer under Section
414 of the IRC or Section 4001 of ERISA.

Controlled
Substances Act
means the Drug Abuse Prevention and Control Act; Title 21 of the United States Code, 13 U.S.C, as amended from
time to time.

Copyrights shall mean
all of each Loan Party’s (or if referring to another Person, such other Person’s) now existing or hereafter acquired
right, title, and interest in and to: (i) copyrights, rights and interests in copyrights, works protectable by copyright, all
applications, registrations and recordings relating to the foregoing as may at any time be filed in the United States Copyright
Office or in any similar office or agency of the United States, any State thereof or any political subdivision thereof, or in
any other country, and all research and development relating to the foregoing; and (ii) all renewals of any of the foregoing.

Current Borrower has the meaning set forth
à l'intérieur des conors Preamble.

DEA means the Federal Drug Enforcement Administration
of the United States of America.

Les dettes à propos de
any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all indebtedness
evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person as lessee under Capital
Leases which have been or should be recorded as liabilities on a balance sheet of such Person in accordance with GAAP, (d)
all obligations of such Person to pay the deferred purchase price of property or services (excluding trade accounts payable
in the ordinary course of business), other than (i) payment obligations, earn-outs and similar obligations of such Person
arising in connection with an Acquisition or (ii) royalty payments or milestone payments made or to be made by such Person
from time to time in connection with an Acquisition, (e) all indebtedness secured by a Lien on the property of such Person,
whether or not such indebtedness shall have been assumed by such Person (with the amount thereof being measured as the lesser
of (x) the aggregate unpaid amount of such indebtedness and (y) the fair market value of such property), (f)
all reimbursement obligations, contingent or otherwise, with respect to letters of credit (whether or not drawn),
banker’s acceptances and surety bonds issued for the account of such Person, other than obligations that relate to
trade accounts payable in the ordinary course of business, (g) all Hedging Obligations of such Person, (h) all Contingent
Obligations of such Person in respect of Debt of others, (i) all indebtedness of any partnership of which such Person is a
general partner except to the extent such Person is not liable for such Debt, and (j) all obligations of such Person under
any synthetic lease transaction, where such obligations are considered borrowed money indebtedness for tax purposes but the
transaction is classified as an operating lease in accordance with GAAP.

(Solsys Medical) A&R Credit Agreement

5

Debtor
Relief Law
means, collectively: (a) Title 11 of the United States Code, 11 U.S.C. § 101 et. seq., as amended from time
to time, and (b) all other United States or foreign applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization or similar debtor relief laws from time to time in effect affecting the rights of creditors
generally, in each case as amended from time to time.

Default
means any event that, if it continues uncured, will, with the lapse of time or the giving of notice or both, constitute an Event
of Default.

Default
Rate
means a rate per annum equal to the lesser of (i) three percent (3%) over the Contract Rate, or (ii) the maximum rate
of interest permitted to be charged by applicable laws or regulation governing this Agreement until paid.

Deposit
Account
means, individually and collectively, any bank or other depository accounts of a Loan Party.

Disposition
means, as to any asset or right of any Loan Party, (a) any sale, lease, assignment or other transfer (other than to any other Loan
Party), but specifically excluding any license or sublicense, (b) any loss, destruction or damage thereof or (c) any condemnation,
confiscation, requisition, seizure or taking thereof, in each case excluding (i) any Disposition (except as set forth in išlygos
(ii)
et (iii) below) where the Net Cash Proceeds of any sale, lease, assignment, transfer, condemnation, confiscation,
requisition, seizure or taking do not in the aggregate exceed $250,000 in any Fiscal Year, (ii) the sale of Inventory or Product
in the ordinary course of business and (iii) any issuance of Equity Interests by Borrower.

Dollar
et $ mean lawful money of the United States of America.

Drug
Application
means a new drug application, an abbreviated drug application, or a product license application for any Product,
as appropriate, as those terms are defined in the FDA Law and Regulation.

EBITDA
means, for any Person and its Subsidiaries for any period, Consolidated Net Income for such period plus, to the extent deducted
in determining such Consolidated Net Income for such period (and without duplication), (i) Interest Expense, (ii) income tax expense
(including tax accruals), (iii) depreciation and amortization, (iv) nonrecurring cash fees, costs and expenses incurred in connection
with the Acquisitions of product licenses and product lines from a third party, and milestone payments to any third party, in relation
to any material contract or any other Acquisition made prior to the date of this Agreement, (v) non-cash expenses relating to equity-based
compensation or purchase accounting, and (vi) other non-recurring and/or non-cash expenses or charges approved by the Agent.

Environmental
Claims
means all claims, however asserted, by any Governmental Authority or other Person alleging potential liability or responsibility
for violation of any Environmental Law, or for release or injury to the environment or any Person or property.

(Solsys Medical) A&R Credit Agreement

6ème

Environmental Laws means all present or future foreign, federal, state or local laws, statutes, common
law duties, rules, regulations, ordinances and codes, together with all administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority, in each case relating to any matter arising out
of or relating to the effect of the environment on health and safety, or pollution or protection of the environment or workplace,
including any of the foregoing relating to the presence, use, production, generation, handling, transport, treatment, storage,
disposal, distribution, discharge, release, control or cleanup of any Hazardous Substance.

Equity
Interests
means, with respect to any Person, its equity ownership interests, its common stock and any other capital stock or
other equity ownership units of such Person authorized from time to time, and any other shares, options, interests, participations
or other equivalents (however designated) of or in such Person, whether voting or nonvoting, including, without limitation, common
stock, options, warrants, preferred stock, phantom stock, membership units (common or preferred), stock appreciation rights, membership
unit appreciation rights, convertible notes or debentures, stock purchase rights, membership unit purchase rights and all securities
convertible, exercisable or exchangeable, in whole or in part, into any one or more of the foregoing.

Event of Default means any of the events
described in Section 8.1.

Excluded Taxes has the meaning set forth
à Section 3.1(a).

Exempt
Accounts
means any Deposit Accounts, securities accounts or other similar accounts (i) into which there are deposited no funds
other than those intended solely to cover compensation to employees of the Loan Parties (and related contributions to be made on
behalf of such employees to health and benefit plans) plus balances for outstanding checks for compensation and such contributions
from prior periods; or (ii) constituting employee withholding accounts and contain only funds deducted from pay otherwise due to
employees for services rendered to be applied toward the tax obligations of such Person or its employees.

Exit Fee shall have the meaning set forth
à Section 2.7(b).

Fair
Valuation
shall mean the determination of the value of the consolidated assets of a Person on the basis of the amount which
may be realized by a willing seller within a reasonable time through collection or sale of such assets at market value on a going
concern basis to an interested buyer who is willing to purchase under ordinary selling conditions in an arm’s length transaction.

FATCA
means Sections 1471 through 1474 of the IRC and any current or future regulations thereunder or official interpretations thereof.

FD&C
Act
means the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. §§ 301 et seq., as amended.

FDA means the Food and Drug Administration
of the United States of America.

FDA Law
and Regulation
means the provisions of the FD&C Act and all applicable regulations promulgated by the FDA.

FDA Products
means any finished products sold by Borrower or any of the other Loan Parties for itself or for a third party that are subject
to applicable Health Care Laws.

(Solsys Medical) A&R Credit Agreement

7ème

Fiscal Quarter means a calendar quarter of a Fiscal Year.

Fiscal Year
means the fiscal year of Borrower and its Subsidiaries, which period shall be the 12-month period ending on December 31 of each
year.

Foreign Lender
means any Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the IRC.

FRB means the Board of Governors of the Federal
Reserve System or any successor thereto.

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

Governmental Authority
means any nation or government, any state or other political subdivision thereof, and any agency, branch of government, department
or Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and
any corporation or other Person owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing,
whether domestic or foreign. Governmental Authority shall include any agency, branch or other governmental body charged with the
responsibility and/or vested with the authority to administer and/or enforce any Health Care Laws.

Guarantee and Collateral
Agreement
means the A&R Guarantee and Collateral Agreement dated as of the Closing Date by each Loan Party signatory thereto
from time to time in favor of Agent and Lenders.

Hazardous Substances
means hazardous waste, pollutant, contaminant, toxic substance, oil, hazardous material, chemical or other substance regulated
by any Environmental Law.

Health Care Laws
mean all foreign, federal and state fraud and abuse laws relating to the regulation of healthcare products, pharmaceutical
products, laboratory facilities and services, healthcare providers, healthcare professionals, healthcare facilities, clinical
research facilities or healthcare payors, including but not limited to (i) the federal Anti-Kickback Statute (42 U.S.C.
(§1320a-7b(b)), the Stark Law (42 U.S.C. §1395nn and §1395(q)), the civil False Claims Act (31 U.S.C.
§3729 et seq.), TRICARE (10 U.S.C. Section 1071 et seq.), Section 1320a-7 and 1320a-7a of Title 42 of the United States
Code and the regulations promulgated pursuant to such statues; (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
(collectively, “HIPPA”), and the regulations promulgated thereunder, (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; (v) the FD&C Act and all applicable requirements, regulations and guidances issued
thereunder by the FDA (including FDA Law and Regulation); (vi) the Controlled Substances Act, as amended, and all applicable
requirements, regulations and guidances issued thereunder by the DEA; (vii) CLIA, as amended, and all applicable
requirements, regulations, and guidance issued thereunder by the applicable Governmental Authority; (viii) quality, safety
and accreditation standards and requirements of all applicable foreign and domestic federal, provincial or state laws or
regulatory bodies; (ix) all applicable licensure laws and regulations; (x) all applicable professional standards
regulating healthcare providers, healthcare professionals, healthcare facilities, clinical research facilities or healthcare
payors; and (xi) any and all other applicable health care laws (whether foreign or domestic), regulations, manual provisions,
policies and administrative guidance, including those related to the corporate practice of medicine, fee-splitting, state
anti-kickback or self-referral prohibitions, each of clauses (i) per (xi) as may be amended from time to
time.

(Solsys Medical) A&R Credit Agreement

8ème

Hedging
Obligation
means, with respect to any Person, any liability of such Person under any interest rate, currency or commodity swap
agreement, cap agreement or collar agreement, and any other agreement or arrangement designed to protect a Person against fluctuations
in interest rates, currency exchange rates or commodity prices. The amount of any Person’s obligation in respect of any Hedging
Obligation shall be deemed to be the incremental obligation that would be reflected in the financial statements of such Person
in accordance with GAAP.

Intellectual
Property
shall mean all present and future: trade secrets, know-how and other proprietary information; Trademarks and Trademark
Licenses (as defined in the Guarantee and Collateral Agreement), internet domain names, service marks, trade dress, trade names,
business names, designs, logos, slogans (and all translations, adaptations, derivations and combinations of the foregoing) indicia
and other source and/or business identifiers, and the goodwill of the business relating thereto and all registrations or applications
for registrations which have heretofore been or may hereafter be issued thereon throughout the world; Copyrights (including Copyrights
for computer programs, but excluding commercially available off-the-shelf software and any Intellectual Property rights relating
thereto) and Copyright Licenses (as defined in the Guarantee and Collateral Agreement) and all tangible and intangible property
embodying the Copyrights, unpatented inventions (whether or not patentable); Patents and Patent Licenses (as defined in the Guarantee
and Collateral Agreement); industrial design applications and registered industrial designs; license agreements related to any
of the foregoing and income therefrom, books, records, writings, computer tapes or disks, flow diagrams, specification sheets,
computer software, source codes, object codes, executable code, data, databases and other physical manifestations, embodiments
or incorporations of any of the foregoing; customer lists and customer information, the right to sue for all past, present and
future infringements of any of the foregoing; all other intellectual property; and all common law and other rights throughout the
world in and to all of the foregoing.

Indemnified Taxes has the meaning set
forth in Section 3.1(a).

Intercreditor
Agreement
means that certain Intercreditor Agreement between Agent and Silicon Valley Bank, dated as of January 22, 2019, or
any similar intercreditor agreement entered into between Agent and any subsequent lender under an Approved AR Loan Facility, as
each may be modified, amended or restated from time to time.

Interest
Expense
means for any Person and its Subsidiaries for any period the consolidated interest expense of such Person and its Subsidiaries
for such period (including all imputed interest on Capital Leases).

Internal
Rate of Return
means, with respect to the Term Loan, as of any date of determination, a return on the principal amount of the
Term Loan calculated using the XIRR function of Microsoft Excel, excluding from such return, for the avoidance of doubt, any payments
in respect of any interest due and owing at the Default Rate and any costs, indemnifications and reimbursements under the Loan
Documents; jeigu, vis dėlto, that if Microsoft Excel is no longer available or if the Microsoft Excel spreadsheet formulas
have changed, then the Internal Rate of Return will be calculated to arrive at an equivalent result.

(Solsys Medical) A&R Credit Agreement

9ème

Inventory has the meaning set forth in the Guarantee and Collateral Agreement.

Investment
means, with respect to any Person, (a) the purchase of any debt or equity security of any other Person, (b) the making of any loan
or advance to any other Person, (c) becoming obligated with respect to a Contingent Obligation in respect of obligations of any
other Person (other than travel and similar advances to employees in the ordinary course of business) or (d) the making of an Acquisition.

IP Security
Agreement
means, individually and collectively, (i) the Intellectual Property Security Agreement dated on or about the Original
Closing Date by Current Borrower in favor of Agent and Lenders and (ii) any additional Intellectual Property Security Agreements
to be delivered by any Loan Party in favor of Agent and Lenders as required by Agent from time to time.

IRC means the Internal Revenue Code of
1986, as amended.

IRS means the United States Internal Revenue
Service.

Legal
Costs
means, with respect to any Person, all reasonable, duly documented, out-of-pocket fees and charges of any counsel, accountants,
auditors, appraisers, consultants and other professionals to such Person, and all court costs and similar legal expenses.

Lenders has the meaning set forth in the
Preamble.

LIBOR
Rate
means a fluctuating rate per annum equal to the rate which appears on the Bloomberg Page BBAM1 (or on such other substitute
Bloomberg page that displays rates at which U.S. Dollar deposits are offered by leading banks in the London interbank deposit market),
as the offered rate for loans in Dollars for a three (3) month period, rounded upwards, if necessary, to the nearest 1/8 of 1%.
The rate is set by the ICE Benchmark Administration as of 11:00 a.m. (London time) as determined two (2) Business Days prior to
each Payment Date, and effective on the Payment Date immediately following such determination date. If Bloomberg Professional Service
(or another nationally-recognized rate reporting source acceptable to Agent) no longer reports the LIBOR Rate or Agent determines
in good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London Interbank Market
or if such index no longer exists or if page USD-LIBOR-BBA (ICE) no longer exists or accurately reflects the rate available to
Agent in the London Interbank Market, Agent may select a replacement index that approximates as near as possible such prior index.
Notwithstanding the foregoing, in no event shall the “LIBOR Rate” ever be less than two percent (2.0%) or greater than
three percent (3.0%) per annum at any time.

Lien
means, with respect to any Person, any interest granted by such Person in any real or personal property, asset or other right owned
or being purchased or acquired by such Person which secures payment or performance of any obligation and shall include any mortgage,
lien, encumbrance, charge or other security interest of any kind, whether arising by contract, as a matter of law, by judicial
process or otherwise.

LifeNet means Skin Wound and Allograft
Institute, LLC, a Virginia limited liability company.

Loan
arba Loans means, individually and collectively the Term Loans and any other advances made by Agent and Lenders in accordance
with the Loan Documents.

Loan
Documents
means this Agreement, the Notes, the Collateral Documents, the Subordination Agreement, and all documents, instruments
and agreements delivered in connection with the foregoing.

(Solsys Medical) A&R Credit Agreement

10ème

Loan Party means Parent and each of its Subsidiaries.

Fabrication
Agreement
means that certain Second Amended and Restated Distribution and Supply Agreement dated as of October 13, 2017, between
LifeNet and Current Borrower, as the same may be modified, amended or restated from time to time.

Margin Stock means any “margin stock”
as defined in Regulation T, U or X of the FRB.

Market
Capitalization
means, with respect to Parent, the volume weighted average closing price per share of ParentCo’s publicly
traded common stock as of the end of the five trading days immediately prior to such date of determination (as quoted by Bloomberg
L.P. or, if such quote is not available, such other customary inter-dealer quotation system reasonably acceptable to Agent) multiplied
by (b) the number of outstanding shares of ParentCo’s publicly traded common stock publicly disclosed in its most recent
SEC filing as outstanding as of such date of determination.

Material
Adverse Effect
means (a) a material adverse change in, or a material and adverse effect upon, the financial condition, operations,
assets, business or properties of the Loan Parties taken as a whole, (b) a material impairment of the ability of any Loan Party
to perform any of its payment Obligations under any Loan Document or (c) a material and adverse effect upon any material portion
of the Collateral under the Collateral Documents or upon the legality, validity, binding effect or enforceability against any Loan
Party of any material Loan Document. For the avoidance of doubt, the investigation, inspection, examination, audit or view of the
operations of any Loan Party in the ordinary course of business by any Governmental Authority shall not, in itself, be deemed to
be a Material Adverse Effect or be deemed to be an event that could or would reasonably be expected to result in or have a Material
Adverse Effect.

Material
Contract
means the agreements and contracts disclosed by Parent pursuant to Item 601(a)(10) of Regulation S-K under the Securities
Act of 1933, as amended.

Merger Agreement shall have the meaning
set forth in the Recitals hereto.

Hypothèque
means a mortgage, deed of trust, leasehold mortgage or similar instrument granting Agent a Lien on a real property interest of
any Loan Party, each as amended, restated or otherwise modified from time to time.

Multiemployer
Pension Plan
means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Borrower or any member of
the Controlled Group may have any liability.

Net
Cash Proceeds
means, with respect to any Disposition, the aggregate cash proceeds (including cash proceeds received
pursuant to policies of insurance and by way of deferred payment of principal pursuant to a note, installment receivable or
otherwise, but only as and when received) received by any Loan Party pursuant to such Disposition net of (i) the reasonable
direct costs relating to such Disposition (including sales commissions and legal, accounting and investment banking fees,
commissions and expenses), (ii) any portion of such proceeds deposited in an escrow account pursuant to the documentation
relating to such Disposition (jeigu that such amounts shall be treated as Net Cash Proceeds upon their release from
such escrow account to and receipt by the applicable Loan Party), (iii) taxes and other governmental costs and expenses paid
or reasonably estimated by a Loan Party to be payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements), (iv) amounts required to be applied to the repayment of any Debt
(together with any interest thereon, premium or penalty and any other amount payable with respect thereto) secured by a Lien
that has priority over the Lien, if any, of Agent on the asset subject to such Disposition, (v) reserves for purchase price
adjustments and retained liabilities reasonably expected to be payable by the Loan Parties in connection therewith
established in accordance with GAAP (jeigu that upon the final determination of the amount paid in respect of such
purchase price adjustments and retained liabilities, the actual amount of purchase price adjustments and retained liabilities
paid is less than such reserves, the difference shall, at such time, constitute Net Cash Proceeds) and (vi)(A) with respect
to any Disposition described in clauses (a), (b) arba (c) of the definition thereof, all money actually applied
within one-hundred eighty (180) days to replace such assets to be used in the business of Borrower and the Subsidiaries, and
(B) with respect to any Disposition, all money actually applied within one-hundred eighty (180) days to replace the assets in
question or to repair or reconstruct damaged property or property affected by loss, destruction, damage, condemnation,
confiscation, requisition, seizure or taking.

(Solsys Medical) A&R Credit Agreement

11ème

Net Sales reiškia
the gross amount billed or invoiced by Parent and its Subsidiaries for Services and for the sale of Products and (including products
and services ancillary thereto) to independent customers, less deductions for (a) quantity, trade, cash or other discounts, allowances,
credits or rebates (including customer rebates) actually allowed or taken, (b) amounts deducted, repaid or credited by reason of
rejections or returns of goods and government mandated rebates, or because of chargebacks or retroactive price reductions, (c)
charges for freight, handling, postage, transportation, insurance and other shipping charges and (d) taxes, tariffs, duties or
other governmental charges or assessments (including any sales, value added or similar taxes other than an income tax) levied,
absorbed or otherwise imposed on or with respect to the production, sale, transportation, delivery or use of pharmaceutical products.
A Product or Service shall be considered sold and/or provided when billed out or invoiced. To the extent applicable, components
of Net Sales shall be determined in the ordinary course of business in accordance with historical practice and using the accrual
method of accounting in accordance with GAAP. For the purposes of calculating Net Sales, Lenders and Agent understand and agree
that (i) Affiliates of a Borrower shall not be regarded as independent customers and (ii) Net Sales shall not include Products
distributed for product development purposes, including for use in pre-clinical trials.

Note: means a promissory note substantially
formoje Exhibit C.

Obligations
means all liabilities, indebtedness and obligations (monetary (including post-petition interest, allowed or not) or otherwise)
of any Loan Party under this Agreement, any other Loan Document or any other document or instrument executed in connection herewith
or therewith which are owed to any Lender or Affiliate of a Lender, in each case howsoever created, arising or evidenced, whether
direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.

OFAC mean the U.S.
Department of Treasury’s Office of Foreign Asset Control.

Original Closing Date
means June 1, 2015.

Original Credit Agreement
shall have the meaning set forth in the Recitals hereto.

Paid in Full, Pay
in Full
arba Payment in Full means, with respect to any Obligations, the payment in full in cash of all such Obligations
(other than contingent indemnification obligations, yield protection and expense reimbursement to the extent no claim giving rise
thereto has been asserted in respect of contingent indemnification obligations, and to the extent no amounts therefor have been
asserted, in the case of yield protection and expense reimbursement obligations).

Parent has the meaning set forth in the Preamble.

(Solsys Medical) A&R Credit Agreement

12ème

Patents mean all of each Loan Party’s (or if referring to another Person, such other Person’s)
now existing or hereafter acquired right, title and interest in and to: (i) all patents, patent applications, inventions, invention
disclosures and improvements, and all applications, registrations and recordings relating to the foregoing as may at any time be
filed in the United States Patent and Trademark Office or in any similar office or agency of the United States, any state thereof
or any political subdivision thereof, or in any other country, and all research and development relating to the foregoing; et
(ii) the reissues, divisions, continuations, renewals, re-examinations, extensions and continuations-in-part of any of the foregoing.

Payment
Date
means the forty-fifth (45des milliers) day following the last calendar day of each Fiscal Quarter (or the next succeeding
Business Day to the extent such 45des milliers day is not a Business Day), commencing with August 14, 2015.

PBGC
means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its material functions under ERISA.

Pension
Plan
means a “pension plan”, as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of
ERISA (other than a Multiemployer Pension Plan), and to which Borrower or any member of the Controlled Group may have any liability,
including any liability by reason of having been a substantial employer within the meaning of Section 4063 of ERISA at any time
during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

Permit
means collectively all licenses, leases, powers, permits, franchises, certificates, authorizations and approvals.

Permitted Licenses has the meaning assigned
à Section 7.4(c) hereof.

Permitted Liens means Liens permitted
auteur Section 7.2.

Person
means any natural person, corporation, partnership, trust, limited liability company, association, Governmental Authority or unit,
or any other entity, whether acting in an individual, fiduciary or other capacity.

Pro Rata
Term Loan Share
means, with respect to any Lender, the applicable percentage (as adjusted from time to time in accordance with
the terms hereof) specified opposite such Lender’s name on Annex I which percentage represents the aggregate percentage
of the Term Loan Commitment held by such Lender, which percentage shall be with respect to the outstanding balance of the Term
Loan as of any date of determination after the Term Loan Commitment has terminated.

Product
means any products manufactured, sold, developed, tested or marketed by Parent or any of its Subsidiaries, including without limitation,
those products set forth on Schedule 5.18(b) (as updated from time to time in accordance with Section 6.1.2); provided,
vis dėlto
, that if Borrower shall fail to comply with the obligations under Section 6.1.2 to give notice to Agent and
atnaujinti Schedule 5.18(b) prior to manufacturing, selling, developing, testing or marketing any new Product, any such improperly
undisclosed Product shall be deemed to be included in this definition; et provided, further, that products manufactured
by Borrower for unaffiliated third parties shall not be deemed “Products” hereunder.

Registered
Intellectual Property
means all applications, registrations and recordings for or of Patents, Trademarks or Copyrights filed
by a Loan Party with any Governmental Authority, all internet domain name registrations owned by a Loan Party, and all proprietary
software owned by a Loan Party.

(Solsys Medical) A&R Credit Agreement

13ème

Required Lenders means Lenders having an aggregate Pro Rata Term Loan Share in excess of fifty percent
(50%), collectively; jeigu that if there are only two Lenders, then Required Lenders means both such Lenders (Lenders
that are Affiliates of one another being considered as one Lender for purposes of this proviso).

Required
Permit
means a Permit (a) issued or required under applicable law to the business of LifeNet, Parent or any of their respective
Subsidiaries or necessary in the manufacturing, importing, exporting, possession, ownership, warehousing, marketing, promoting,
sale, labeling, furnishing, distribution or delivery of goods or services under any laws applicable to the business of LifeNet,
Borrower or any of their respective Subsidiaries (including, without limitation, any Health Care Laws) or any Drug Application
(including without limitation, at any point in time, all licenses, approvals and permits issued by the FDA, CMS, or any other applicable
Governmental Authority necessary for the testing, manufacture, marketing or sale of any Product by any of LifeNet, Parent or their
respective Subsidiary as such activities are being conducted by LifeNet, Borrower or such Subsidiary with respect to such Product
at such time), and (b) issued by any Person from which LifeNet, Parent or any of their respective Subsidiaries have received an
accreditation.

Responsible
Officer
shall mean the president, vice president, manager or secretary of a Person, or any other officer having substantially
the same authority and responsibility; or, with respect to compliance with financial covenants or delivery of financial information,
the chief financial officer, the treasurer, manager or the controller of a Person, or any other officer having substantially the
same authority and responsibility, and in all cases such person shall be listed on an incumbency certificate delivered to Agent,
in form and substance acceptable to Agent in its sole discretion.

Revenue-Based Payment has the meaning
set forth in Section 2.9.1(a).

Royalties
means the amount of any and all royalties, license fees and any other payments or income of any type recognized as revenue in accordance
with GAAP by Parent and its Subsidiaries with respect to the sale of Products or the provision of services by independent licensees
of Parent and/or its Subsidiaries, including any such payments characterized as a share of net profits, any up-front or lump sum
payments, any milestone payments, commissions, fees or any other similar amounts, less deductions for amounts deducted, repaid
or credited by reason of adjustments to the sales upon which royalty amounts are based, regardless of the reason for such adjustment
to such sales. For the purposes of calculating Royalties, Lenders and Agent understand and agree that Affiliates of Borrowers shall
not be regarded as independent licensees.

Services
means services provided by Borrowers or any Affiliate of Borrowers to un-Affiliated Persons, including without limitation any sales,
laboratory analysis, testing, consulting, marketing, commercialization and any other healthcare-related services.

Solvent
means, as to any Person at any time, that (a) the fair value of the property of such Person is greater than the amount of such
Person’s liabilities (including disputed, contingent, unmatured and unliquidated liabilities); (b) the present fair saleable
value of the property of such Person is not less than the amount that will be required to pay the probable liability of such Person
on its debts as they become absolute and matured; (c) such Person is able to pay its debts and other liabilities (including subordinated,
disputed, contingent, unmatured and unliquidated liabilities) as they mature in the normal course of business; (d) such Person
does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as
such debts and liabilities mature; and (e) such Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person’s property would constitute unreasonably small capital.

(Solsys Medical) A&R Credit Agreement

14ème

Subsidiary means, with respect to any Person, a corporation, partnership, limited liability company or
other entity of which such Person owns, directly or indirectly, such number of outstanding shares or other equity interests as
to have more than fifty percent (50%) of the ordinary voting power for the election of directors or other managers of such corporation,
partnership, limited liability company or other entity. Unless the context otherwise requires, each reference to Subsidiaries herein
shall be a reference to direct and indirect Subsidiaries of Borrower.

SWK has the meaning set forth in the Preamble.

Les frais has the meaning set forth in Section
3.1(a)
.

Term Loan Commitment means the aggregate amount
set forth on Annex I for all Lenders.

Term Loan Maturity
Date
means June 30, 2023, or such earlier date on which the Commitments terminate pursuant to Section 8.

Term Loan has the meaning set forth in Section
2.1
.

Trademarks a
mean all of each Loan Party’s (or if referring to another Person, such other Person’s) now existing or hereafter acquired
right, title, and interest in and to: (i) all of such Loan Party’s (or if referring to another Person, such other Person’s)
trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks,
logos, other business identifiers, all applications, registrations and recordings relating to the foregoing as may at any time
be filed in the United States Patent and Trademark Office or in any similar office or agency of the United States, or in any other
country, and all research and development and the goodwill of the business relating to the foregoing; (ii) all renewals thereof;
and (iii) all designs and general intangibles of a like nature.

Uniform Commercial
Code
means the Uniform Commercial Code as in effect in the State of New York; jeigu that if perfection or the effect
of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial
Code as in effect in a jurisdiction other than the State of New York, “Uniform Commercial Code” means the Uniform
Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such
perfection, effect of perfection or non-perfection or priority.

U.S. Lender
means any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the IRC.

Wholly-Owned Subsidiary
means, as to any Person, another Person all of the equity interests of which (except directors’ qualifying shares) are at
the time directly or indirectly owned by such Person and/or another Wholly-Owned Subsidiary of such Person.

(Solsys Medical) A&R Credit Agreement

15ème

1.2 Interpretation.

a)
In the case of this Agreement and each other Loan Document, (a) the meanings of defined terms are equally applicable to the singular
and plural forms of the defined terms; (b) Annex, Exhibit, Schedule and Section references are to such Loan Document unless otherwise
specified; (c) the term “including” is not limiting and means “including but not limited to”; (d) in the
computation of periods of time from a specified date to a later specified date, the word “from” means “from
and including”; the words “to” and “until” each mean “to but excluding”, and the word
“through” means “to and including”; (e) unless otherwise expressly provided in such Loan Document, (i)
references to agreements and other contractual instruments shall be deemed to include all subsequent amendments, restatements
and other modifications thereto, but only to the extent such amendments, restatements and other modifications are not prohibited
by the terms of any Loan Document, and (ii) references to any statute or regulation shall be construed as including all statutory
and regulatory provisions amending, replacing, supplementing or interpreting such statute or regulation; (f) this Agreement and
the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters,
all of which are cumulative and each shall be performed in accordance with its terms and (g) this Agreement and the other Loan
Documents are the result of negotiations among and have been reviewed by counsel to Agent, Borrower, Lenders and the other parties
hereto and thereto and are the products of all parties; accordingly, they shall not be construed against Borrower, Agent or Lenders
merely because of Borrower’s, Agent’s or Lenders’ involvement in their preparation. Except where otherwise expressly
provided in the Loan Documents, in any instance where the approval, consent or the exercise of Agent’s judgment is required,
the granting or denial of such approval or consent and the exercise of such judgment shall be (x) within the sole and absolute
discretion of Agent and/or Lenders; and (y) deemed to have been given only by a specific writing intended for such purpose
executed by Agent.

(b)
For purposes of converting any amount reported or otherwise denominated in any currency other than Dollars to Dollars under or
in connection with the Loan Documents, Agent shall calculate such currency conversion via the applicable exchange rate identified
and normally published by Bloomberg Professional Service as the applicable exchange rate as of the close of currency trading on
each trading date during the applicable period of measurement, or, if such currency conversion deals exclusively with a particular
date of determination, as of the close of currency trading on such date of determination (or the following trading date to the
extent no currency trading took place on such date of determination). If Bloomberg Professional Service no longer reports such
currency exchange rate, Agent shall select another nationally-recognized currency exchange rate reporting service selected by
Agent in good faith.

Section
2 Credit Facility.

2.1
Term Loan Commitments.

a)
Borrower, Agent and Lenders hereby agree and acknowledge that, as of the Closing Date (but prior to the advances described in
Section 2.1(b)), the outstanding principal balance of the Term Loan is $20,095,761 (which amount includes, for the avoidance
of doubt, (i) accrued interest that was capitalized into the Loan in relation to the accrued interest that was otherwise due and
payable on the Payment Dates in May 2016, February 2017, May 2017 and August 2017, (ii) the capitalization of all unpaid interest
accrued from the Payment Date in August 2017 through October 26, 2017, (iii) the additional term loan advance of $2,500,000 made
to Borrower on May 2, 2019 and (iv) the additional term loan advance of $2,500,000 made to Borrower on or about September 25,
2019).

(b)
In addition to the foregoing, on the Closing Date, Lenders shall make one (1) additional term loan advance in the amount of $5,000,000
to Borrower resulting in an outstanding principal balance of the Term Loan of $25,095,761. Upon the funding of such additional
term loan amount under this Section 2.1(b) Borrower shall pay to Agent, for its own account, an origination fee in the
amount of $50,000, which origination fee shall be deemed fully earned and non-refundable as of the Closing Date.

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16

(c)
All such term loan advances described in this Section 2.1 shall be deemed a single term Loan (each such loan,
individually and collectively, the “Term Loan”) which shall be in an aggregate principal amount equal to
the Term Loan Commitment plus any additional amounts capitalized into the Term Loan as described in Section 2.1(a).
The Loan is not a revolving credit facility, and therefore, any amount thereof that is repaid or prepaid by Borrower, in
whole or in part, may not be re-borrowed.

2.2 (Reserved).

2.3 Commitments
Several
.

failure of any Lender to fund its Pro Rata Term Loan Share of the Term Loan shall not relieve any other Lender of its obligation
hereunder, but no Lender shall be responsible for the failure of any other Lender to fund such other Lender’s Pro Rata Term
Loan Share.

2.4 Indebtedness
Absolute; No Offset; Waiver
.

payment obligations of Borrower hereunder are absolute and unconditional, without any right of rescission, setoff,
counterclaim or defense for any reason against Agent and Lenders. As of the Closing Date, the Loan has not been compromised,
adjusted, extended, satisfied, rescinded, set-off or modified, and the Loan Documents are not subject to any litigation,
dispute, refund, claims of rescission, setoff, netting, counterclaim or defense whatsoever, including but not limited to,
claims by or against any Loan Party or any other Person. Payment of the Obligations by Borrower, shall be made only by wire
transfer, in Dollars, and in immediately available funds when due and payable pursuant to the terms of this Agreement and the
other Loan Documents, is not subject to compromise, adjustment, extension, satisfaction, rescission, set-off, counterclaim,
defense, abatement, suspension, deferment, deductible, reduction, termination or modification, whether arising out of
transactions concerning the Loan, or otherwise. Without limitation to the forgoing, to the fullest extent permitted under
applicable law and notwithstanding any other term or provision contained in this Agreement or any other Loan Document,
Borrower hereby waives (and shall cause each Loan Party to waive) (a) presentment, protest and demand, notice of default
(except as expressly required in the Loan Documents), notice of intent to accelerate, notice of acceleration, notice of
protest, notice of demand and of dishonor and non-payment of the Obligations, (b) any requirement of diligence or promptness
on Agent’s part in the enforcement of its rights under the provisions of this Agreement and any other Loan Document,
(c) any rights, legal or equitable, to require any marshalling of assets or to require foreclosure sales in a particular
order, (d) all notices of every kind and description which may be required to be given by any statute or rule of law except
as specifically required hereunder, (e) the benefit of all laws now existing or that may hereafter be enacted providing for
any appraisement before sale or any portion of the Collateral, (f) all rights of homestead, exemption, redemption,
valuation, appraisement, stay of execution, notice of election to mature or declare due the whole of the Obligations in the
event of foreclosure of the Liens created by the Loan Documents, (g) the pleading of any statute of limitations as a defense
to any demand under any Loan Document and (h) any defense to the obligation to make any payments required under the Loan
Documents, including the obligation to pay taxes based on any damage to, defects in or destruction of the Collateral or any
other event, including obsolescence of any of the Collateral, it being agreed and acknowledged that such payment obligations
are unconditional and irrevocable. Each Borrower further acknowledges and agrees (i) to any substitution, subordination,
exchange or release of any security or the release of any party primarily or secondarily liable for the payment of the Loan;
(ii) that Agent shall not be required to first institute suit or exhaust its remedies hereon against others liable for
repayment of all or any part of the Loan, whether primarily or secondarily (collectively, the “Obligors”),
or to perfect or enforce its rights against any Obligor or any security for the Loan; and (iii) that its liability for
payment of the Loan shall not be affected or impaired by any determination that any security interest or lien taken by Agent
for the benefit of Lenders to secure the Loan is invalid or unperfected. Each Borrower acknowledges, warrants and represents
in connection with each waiver of any right or remedy of such Borrower contained in any Loan Document, that it has been fully
informed with respect to, and represented by counsel of its choice in connection with, such rights and remedies, and all such
waivers, and after such advice and consultation, has presently and actually intended, with full knowledge of its rights and
remedies otherwise available at law or in equity, to waive or relinquish such rights and remedies to the full extent
specified in each such waiver.

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2.5 Loan
Accounting
.

2.5.1
Recordkeeping.

Agent,
on behalf of each Lender, shall record in its records the date and amount of the Loan made by each Lender, each prepayment and
repayment thereof. The aggregate unpaid principal amount so recorded shall be final, binding and conclusive absent manifest error.
The failure to so record any such amount or any error in so recording any such amount shall not, however, limit or otherwise affect
the Obligations of Borrower hereunder or under any Note to repay the principal amount of the Loans hereunder, together with all
interest accruing thereon.

2.5.2
Notes.

At the request of
any Lender, the Loan of such Lender shall be evidenced by a Note, with appropriate insertions, payable to the order of such Lender
in a face principal amount equal to such Lender’s Pro Rata Term Loan Share and payable in such amounts and on such dates
as are set forth herein.

2.6 Payment
of Interest
.

2.6.1
Interest Rates.

(a) The outstanding principal balance under the
Loan shall bear interest at a per annum rate of interest equal to the Contract Rate (as may be adjusted from time to time in accordance
su šiuo Section 2.6.1). Whenever, subsequent to the date hereof, the LIBOR Rate is increased or decreased (as determined
on the date that is two (2) Business Days prior to each Payment Date), the Contract Rate, as set forth herein, shall be similarly
changed effective as of such subsequent Payment Date, without notice or demand of any kind by an amount equal to the amount of
such change in the LIBOR Rate on the date that is two (2) Business Days prior to each Payment Date. The interest due on the principal
balance of the Loan outstanding as of any Payment Date shall be computed for the actual number of days elapsed during the period
in question on the basis of a year consisting of three hundred sixty (360) days and shall be calculated by determining the average
daily principal balance outstanding for each day of such period in question. The daily rate shall be equal to 1/360th times the
Contract Rate. If any statement furnished by Agent for the amount of a payment due exceeded the actual amount that should have
been paid because the LIBOR Rate decreased and such decrease was not reflected in such statement, Borrower shall make the payment
specified in such statement from Agent and Borrower shall receive a credit for the overpayment, which credit shall be applied
towards the next subsequent payment due hereunder. If any statement furnished by Agent for the amount of a payment due was less
than the actual amount that should have been paid because the LIBOR Rate increased and such increase was not reflected in such
statement, Borrower shall make the payment specified in such statement from Agent and Borrower shall be required to pay any resulting
underpayment with the next subsequent payment due hereunder.

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18

(b) Each Borrower recognizes and
acknowledges that any default on any payment, or portion thereof, due hereunder or to be made under any of the other Loan
Documents, will result in losses and additional expenses to Agent in servicing the Loan, and in losses due to Lenders’
loss of the use of funds not timely received. Each Borrower further acknowledges and agrees that in the event of any such
Default, Lenders would be entitled to damages for the detriment proximately caused thereby, but that it would be extremely
difficult and impracticable to ascertain the extent of or compute such damages. Therefore, upon the Term Loan Maturity Date
and upon the occurrence and during the existence of an Event of Default (or upon any acceleration), interest shall
automatically accrue hereunder, without notice to Borrower, at the Default Rate. The Default Rate shall be calculated and due
from the date that the Event of Default occurred and shall be payable upon demand.

2.6.2 Payments of Interest and Principal.

Borrower
shall pay to Lenders all accrued interest on the Loan in arrears on each Payment Date, upon a prepayment of such Loan in accordance
avec Section 2.8 and at maturity in cash. For the avoidance of doubt, no interest that accrues on or after October 27, 2017
may be capitalized into the Loan. Any partial prepayment of the Loan shall be applied in inverse order of maturity and so shall
not reduce the amount of any quarterly principal amortization payment required pursuant to Section 2.9.1 (but this shall
not be construed as permitting any partial prepayment other than as may be expressly permitted elsewhere in this Agreement).

2.7
Fees.

a) (Reserved)

(b) Exit
Fee
. Subject to Section 2.8.3 hereof, upon the earlier to occur of (i) the Term Loan Maturity Date, or (ii) full repayment
of the Loan and all other Obligations, whether as a result of the contractual acceleration of the Loan hereunder, an acceleration
of the Loan by Agent in accordance with this Agreement or otherwise, Borrower shall pay an exit fee to Agent, for the benefit of
Lenders, in an amount equal to one percent (1.0%) multiplied by the aggregate principal amount of all Term Loans advanced hereunder
and any accrued interest that was capitalized into the principal balance of the Term Loans prior to such date of determination.

2.8
Prepayment.

2.8.1
Mandatory Prepayment. Borrower shall prepay the Term Loans until paid in full within two (2) Business Days after the receipt
by a Loan Party of any Net Cash Proceeds from any Disposition, in an amount equal to such Net Cash Proceeds.

2.8.2
Voluntary Prepayment.

a)
Subject to išlyga (b) below and Section 2.8.3 hereof, Borrower may, on or after the first anniversary of the
Closing Date and from time to time thereafter, on at least five (5) Business Day’s written notice or telephonic notice
(followed on the same Business Day by written confirmation thereof) to Agent (which shall promptly advise each Lender
thereof) not later than 12:00 noon Dallas time on such day, prepay the Term Loan and all related Obligations in whole or in
part. Such notice to Agent shall specify the amount and proposed date of such prepayment, and the application of such amounts
to be prepaid shall be applied in accordance with Section 2.9.1(b) arba 2.10.2 (as applicable). Any such partial
prepayment shall be in an amount equal to $500,000 or a higher integral multiple of $100,000. For avoidance of doubt,
permitted payments under this Section 2.8.2 are independent of and in addition to Revenue-Based Payments that are
credited toward the principal of the Loans under Section 2.9.1(b).

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(b) If
Borrower makes any prepayment of the Term Loan under clause (a), it shall pay to Agent, for the benefit of Lenders, the
following amounts (in addition to any such prepayment of the Term Loan and related Obligations) on the date of such prepayment:
(i) if such prepayment is made on or after the first anniversary of the Closing Date but prior to the second anniversary of the
Closing Date, (A) four percent (4%) of the aggregate amount of the Term Loan so prepaid to the extent that the additional advance
of the Term Loan pursuant to Section 2.1(b) above has not been funded as of such date of determination or (B) three and
two-tenths of one percent (3.2%) to the extent that such additional advance of the Term Loan was made hereunder; (ii) if such prepayment
is made on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date, one percent
(1%) of the aggregate amount of the Term Loan so prepaid; and (iii) if such prepayment is made on or after the third anniversary
of the Closing Date, zero percent (0%) of the aggregate amount of the Term Loan so prepaid.

(c)
Notwithstanding anything set forth herein or in any other Loan Documents to the contrary, any prepayment of the Loans other than
via the application of Revenue-Based Payments made pursuant to Section 2.9.1 arba Section 2.10.2, as applicable, or
prepayments in accordance with Section 2.8.3, shall be limited and governed by this Section 2.8.2.

2.8.3
Change of Control. Upon a Change of Control, Borrower shall immediately prepay the outstanding principal balance of the
Term Loan in full and all other outstanding Obligations (subject to the limitations set forth in this Section 2.8.3), plus,
the prepayment fee that would otherwise be due and payable upon a prepayment made pursuant to Section 2.8.2(b) on such
date of determination.

2.9
Repayment of Term Loan.

2.9.1
Revenue-Based Payment.

a)
During the period commencing on the date hereof until the Obligations are Paid in Full, Borrower promises to pay to Agent, for
the account of each Lender according to its Pro Rata Term Loan Share, an amount based on a percentage of the aggregate of Net
Sales, Royalties and any other income or revenue recognized by Parent and/or its Subsidiaries, on a consolidated basis, in accordance
with GAAP (collectively, the “Aggregate Revenue”) in each Fiscal Quarter (the “Revenue-Based Payment”),
which will be applied to the Obligations as provided in clause (b) below. The Revenue-Based Payment with respect to each
Fiscal Quarter shall be payable on the Payment Date next following the end of such Fiscal Quarter. Commencing with the Fiscal
Quarter in which the Closing Date occurs, the Revenue-Based Payment with respect to each Fiscal Quarter shall be equal to the
difference between (i) the aggregate Revenue-Based Payments payable from January 1 of the Fiscal Year of which such Fiscal Quarter
is part through the end of such Fiscal Quarter, calculated as the sum of:

(A) Fifteen
percent (15%) of Aggregate Revenue up to and including $15,000,000.00 in such Fiscal Year; plius

(B) Twelve
and one-half percent (12.5%) of Aggregate Revenue greater than $15,000,000 in such Fiscal Year; et

(ii) the amount of Revenue-Based Payments, if any, made with respect to prior Fiscal Quarters in such Fiscal
Year; jeigu that the Revenue-Based Payment is payable solely upon Aggregate Revenue in a given Fiscal Year, and will
not be calculated on a cumulative, year-over-year basis.

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(b)
So long as no Event of Default has occurred and is continuing and until the Obligations have been Paid in Full, each
Revenue-Based Payment on each Payment Date will be applied in the following priority:

(i)
FIRST, to the payment of all fees, costs, expenses and indemnities due and owing to Agent pursuant to Des sections
2.7
, 3.1, 3.2, 6.3(d), 10.4
and/or 10.5 pagal
this Agreement or otherwise pursuant to the Collateral Documents, and any other Obligations owing to Agent in respect of sums
advanced by Agent to preserve or protect the Collateral or to preserve or protect its security interest in the Collateral;

(ii) SECOND,
to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans and Commitments pursuant
à Sections 2.7, 3.1, 3.2, 6.3(d), 10.4 and/or 10.5

under this Agreement or otherwise pursuant to the Collateral Documents, pro rata based on each Lender’s Pro Rata Term Loan
Share, until Paid in Full;

(iii) THIRD,
to the payment of all accrued but unpaid interest in respect of the Loans as of such Payment Date, pro rata based on each Lender’s
Pro Rata Term Loan Share, until Paid in Full;

(iv) FOURTH,
as it relates to each Payment Date on or after the Payment Date occurring in February 2021, to the payment of all principal of
the Loans, pro rata based on each Lender’s Pro Rata Term Loan Share, up to an aggregate amount of $1,250,000 on any such
Payment Date;

(v) FIFTH,
all remaining amounts to the Borrower.

In the event that the amounts distributed
pagal Section 2.9.1(b) on any Payment Date are insufficient for payment of the amounts
set forth in Section 2.9.1(b)(i) per (iii)

for such Payment Date, Borrower shall pay an amount equal to the extent of such insufficiency within five (5) Business Days of
request by Agent. For the avoidance of doubt, at all times after the Closing Date and prior to the Payment Date in February 2021,
Borrower shall only be required to pay Revenue-Based Payments to the extent of amounts owing under išlygos
(i)
, (ii),
et (iii) above on each such Payment Date prior to February
2021.

(c) In
the event that Parent makes any adjustment to Aggregate Revenue after it has been reported to Agent, and such adjustment results
in an adjustment to the Revenue-Based Payment due to the Lenders pursuant to this Section 2.9.1,
Borrower shall so notify Agent and such adjustment shall be captured, reported and reconciled with the next scheduled report and
payment of Revenue-Based Payment hereunder. Notwithstanding the foregoing, Agent and Borrower shall discuss and agree on the amount
of any such adjustment prior to it being given effect with respect to future Revenue-Based Payments.

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2.9.2
Principal.

Notwithstanding
the foregoing, the outstanding principal balance of the Term Loans and all other Obligations then due and owing shall be Paid in
Full on the Term Loan Maturity Date.

2.10
Payment.

2.10.1
Making of Payments.

Except
as set forth in the last sentence of this Section 2.10.1, all payments of principal, interest, fees and other amounts,
shall be made in immediately-available funds, via wire transfer as directed by Agent and each Lender in writing, not later than
1:00 p.m. Dallas time on the date due, and funds received after that hour shall be deemed to have been received by Agent and/or
such Lenders on the following Business Day. Not later than two (2) Business Days prior to each Payment Date, Agent shall provide
to Borrower and each Lender a quarterly statement with the amounts payable by Borrower to Agent and each Lender on such Payment
Date in accordance with Section 2.9.1(b) hereof, which shall include, for additional clarity, Agent’s calculation
of the Revenue-Based Payment for the prior Fiscal Quarter, which statement shall be binding on Borrower absent manifest error,
and Borrower shall be entitled to rely on such quarterly statement in relation to its payment obligations on such Payment Date.
Except as otherwise specified herein or as otherwise directed by Agent in writing, all payments under this Agreement shall be
made by Borrower directly to each Lender entitled thereto.

2.10.2
Application of Payments and Proceeds Following an Event of Default.

Following
the occurrence and during the continuance of an Event of Default, or if the Obligations have otherwise become or have been declared
to become immediately due and payable in accordance with this Agreement, then notwithstanding anything herein or in any other Loan
Document to the contrary, Agent shall apply all or any part of payments in respect of the Obligations and proceeds of Collateral,
in each case as received by Agent, to the payment of the Obligations in the following order:

(i) FIRST,
to the payment of all fees, costs, expenses and indemnities due and owing to Agent under this Agreement or any other Loan Document,
and any other Obligations owing to Agent in respect of sums advanced by Agent to preserve or protect the Collateral or to preserve
or protect its security interest in the Collateral;

(ii) SECOND,
to the payment of all fees, costs, expenses and indemnities due and owing to Lenders in respect of the Loans, pro rata based on
each Lender’s Pro Rata Term Loan Share, until Paid in Full;

(iii) THIRD,
to the payment of all accrued and unpaid interest due and owing to Lenders in respect of the Loans, pro rata based on each Lender’s
Pro Rata Term Loan Share, until Paid in Full;

(iv) FOURTH,
to the payment of all principal of the Loans due and owing, pro rata based on each Lender’s Pro Rata Term Loan Share, until
Paid in Full;

(v) FIFTH,
to the payment of all other Obligations owing to each Lender, pro rata based on each Lender’s Pro Rata Term Loan Share,
until Paid in Full; et

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22

(vi)
SIXTH, to Borrower or whomsoever may be entitled to such amount by applicable law.

2.10.3
Set-off.

Borrower
agrees that Agent and each Lender and its Affiliates have all rights of set-off and bankers’ lien provided by applicable
law, and in addition thereto, Borrower agrees that at any time an Event of Default exists, Agent and each Lender may, to the fullest
extent permitted by applicable law, apply to the payment of any Obligations of Borrower hereunder then due, any and all balances,
credits, deposits, accounts or moneys of Borrower then or thereafter with Agent or such Lender. Notwithstanding the foregoing,
no Lender shall exercise any rights described in the preceding sentence without the prior written consent of Agent.

2.10.4
Proration of Payments.

If any Lender
shall obtain any payment or other recovery (whether voluntary, involuntary, by application of set-off or otherwise, on account
of principal of or interest on any Loan, but excluding any payment pursuant to Section 3.1, 3.2, 10.5 arba 10.8) in
excess of its applicable Pro Rata Term Loan Share of payments and other recoveries obtained by all Lenders on account of principal
of and interest on such Term Loan then held by them, then such Lender shall purchase from the other Lenders such participations
in the Loans held by them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably
with each of them; jeigu that if all or any portion of the excess payment or other recovery is thereafter recovered from
such purchasing Lender, the purchase shall be rescinded and the purchase price restored to the extent of such recovery.

Section 3 Yield Protection.

3.1
Les frais.

a)
All payments of principal and interest on the Loans and all other amounts payable hereunder by or on behalf of Borrower to or
for the account of Agent or any Lender shall be made free and clear of and without deduction for any present or future income,
excise, stamp, documentary, property or franchise taxes and other taxes, fees, duties, levies, withholdings or other similar charges
imposed by any Governmental Authority that is a taxing authority (“Taxes”), excluding (i) taxes imposed on or measured
by Agent’s or any Lender’s net income (however denominated) or gross profits, and franchise taxes, imposed by any
jurisdiction (or subdivision thereof) under the laws of which Agent or such Lender is organized or in which Agent or such Lender
conducts business or, in the case of any Lender, in which its applicable lending office is located, (ii) any branch profit taxes
imposed by the United States of America or any similar tax imposed by any other jurisdiction in which Agent or a Lender is located
or conducts business; (iii) in the case of any Foreign Lender, any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement or designates a new lending office; (iv) in the
case of any U.S. Lender, any United States federal backup withholding tax; and (v) taxes imposed under FATCA (items in išlygos
(i)
per (v), “Excluded Taxes”, and all Taxes other than Excluded Taxes, “Indemnified
Les frais
”). If any withholding or deduction from any payment to be made by Borrower hereunder is required in respect of
any Taxes pursuant to any applicable law, rule or regulation, then Borrower shall: (w) make such withholding or deduction;
(x) pay directly to the relevant Governmental Authority the full amount required to be so withheld or deducted; (y)
as promptly as practicable forward to Agent the original or a certified copy of an official receipt or other documentation reasonably
satisfactory to Agent evidencing such payment to such Governmental Authority; and (z) if the withholding or deduction is
with respect to Indemnified Taxes, pay to Agent for the account of Lenders such additional amount or amounts as is necessary to
ensure that the net amount actually received by each Lender will equal the full amount such Lender would have received had no
such withholding or deduction of Indemnified Taxes been required. To the extent that any amounts shall ever be paid by Borrower
in respect of Indemnified Taxes, such amounts shall, for greater certainty, be considered to have accrued and to have been paid
by Borrower as interest on the Loans.

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(b) Borrower
shall indemnify Agent and each Lender for any Indemnified Taxes paid by Agent or such Lender, as applicable, on or with respect
to any payment by or on account of any obligation of Borrower hereunder, and any additions to Tax, penalties and interest paid
by Agent or such Lender with respect to such Indemnified Taxes; jeigu that Borrower shall not have any obligation to
indemnify any party hereunder for any Indemnified Taxes or additions to Tax, penalties or interest with respect thereto that result
from or are attributable to such party’s own gross negligence or willful misconduct. Payment under this Section 3.1(b)
shall be made within thirty (30) days after the date Agent or the Lender, as applicable, makes written demand therefor; jeigu,
vis dėlto, that if such written demand is made more than one-hundred eighty (180) days after the earlier of (i) the date on
which Agent or the Lender, as applicable, pays such Indemnified Taxes or additions to Tax, penalties or interest with respect thereto
and (ii) the date on which the applicable Governmental Authority makes written demand on Agent or such Lender, as applicable, for
payment of such Indemnified Taxes or additions to Tax, penalties or interest with respect thereto, then Borrower shall not be obligated
to indemnify Agent or such Lender for such Indemnified Taxes or additions to Tax, penalties or interest with respect thereto.

(c) Each
Foreign Lender that is a party hereto on the Closing Date or becomes an assignee of an interest under this Agreement under Section
10.8.1
after the Closing Date (unless such Lender was already a Lender hereunder immediately prior to such assignment) shall
deliver to Borrower and Agent on or prior to the date on which such Foreign Lender becomes a party to this Agreement:

(i) Two
duly completed and executed originals of IRS Form W-8BEN (or IRS Form W-8BENE) claiming exemption from withholding of Taxes under
an income tax treaty to which the United States of America is a party;

(ii) two
duly completed and executed originals of IRS Form W-8ECI;

(iii) a
certificate in form and substance reasonably satisfactory to Agent and Borrower claiming entitlement to the portfolio interest
exemption under Section 881(c) of the IRC and certifying that such Foreign Lender is not (x) a “bank” within
the meaning of Section 881(c)(3)(A) of the IRC, (y) a “10 percent shareholder” of Borrower within the meaning
of Section 881(c)(3)(B) of the IRC, or (z) a “controlled foreign corporation” described in Section 881(c)(3)(C)
of the IRC, together with two duly completed and executed originals of IRS Form W-8BEN (or IRS Form W-8BENE); arba

(iv) if
the Foreign Lender is not the beneficial owner of amounts paid to it hereunder, two duly completed and executed originals of IRS
Form W-8IMY, each accompanied by a duly completed and executed IRS Form W-8ECI, IRS Form W-8BEN (or IRS Form W-8BENE), IRS Form
W-9 or a portfolio interest certificate described in clause (iii) above from each beneficial owner of such amounts claiming
entitlement to exemption from withholding or backup withholding of Taxes.

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24

Tout le monde
Foreign Lender shall (to the extent legally entitled to do so) provide updated forms to Borrower and Agent on or prior to
the date any prior form previously provided under this clause (c) becomes obsolete or expires, after the occurrence of
an event requiring a change in the most recent form or certification previously delivered by it pursuant to this išlyga
(c)
or from time to time if requested by Borrower or Agent. Each U.S. Lender shall deliver to Agent and Borrower on or
prior to the date on which such Lender becomes a party to this Agreement (and from time to time thereafter upon the request
of Borrower or Agent) properly completed and executed originals of IRS Form W-9 certifying that such Lender is exempt from
backup withholding. Notwithstanding anything to the contrary contained in this Agreement, Borrower shall not be required to
pay additional amounts to or indemnify any Lender pursuant to this Section 3.1 with respect to any Taxes required to
be deducted or withheld (or any additions to Tax, penalties or interest with respect thereto) (A) on the basis of the
information, certificates or statements of exemption provided by a Lender pursuant to this clause (c), or (B) if such
Lender shall fail to comply with the certification requirements of this clause (c).

(d) Without
limiting the foregoing, each Lender shall timely comply with any certification, documentation, information or other reporting necessary
to establish an exemption from withholding under FATCA and shall provide any documentation reasonably requested by Borrower or
Agent sufficient for Borrower and Agent to comply with their obligations under FATCA and to determine that such Lender has complied
with such applicable reporting requirements.

(e) If
Agent or a Lender determines that it is entitled to or has received a refund of any Taxes for which it has been indemnified by
Borrower (or another Loan Party) or with respect to which Borrower (or another Loan Party) shall have paid additional amounts pursuant
to this Section 3.1, it shall promptly notify Borrower of such refund, and promptly make an appropriate claim to the relevant
Governmental Authority for such refund (if it has not previously done so). If Agent or a Lender receives a refund (whether or not
pursuant to such claim) of such Taxes, it shall promptly pay over such refund to Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by Loan Parties under this Section 3.1 with respect to the Taxes giving rise
to such refund), net of all out-of-pocket expenses of the Agent or such Lender and without interest (other than any interest paid
by the relevant Governmental Authority with respect to such refund); jeigu that Borrower, upon the request of Agent or
such Lender, agrees to repay to Agent or such Lender the amount paid over to Borrower in the event Agent or such Lender is required
to repay such refund to such Governmental Authority. This Section 3.1(e) shall not be construed to require Agent or any
Lender to make available its Tax returns (or any other information relating to its Taxes which it deems confidential) to Borrower
or any other Person or to alter its internal practices or procedures with respect to the administration of Taxes.

(f) Each
Lender shall severally indemnify Borrower for any Excluded Taxes attributable to such Lender and any additions to Tax, penalties
and interest with respect to such Excluded Taxes that are paid by Borrower with respect to a payment hereunder.

3.2 Increased
Cost
.

a)
If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation
or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof (jeigu that notwithstanding anything herein to the contrary, the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by
any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority,
central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the
FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any
Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or
its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) et (ii)
above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate,
or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto,
then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and
a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication
of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to
such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts
have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand
therefor; jeigu that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty
(180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) sera
not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern.

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(b) If
any Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing
Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation
or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration
thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing
Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency,
has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as
a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such controlling Person could
have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling
Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material,
then from time to time, within five (5) Business Days of demand by such Lender (which demand shall be accompanied by a statement
setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be
furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling
Person for such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior
to the date on which such Lender first made demand therefor; jeigu that if the event giving rise to such costs or reductions
has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect.

(c)
Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans,
becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments
under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable
legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office
of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts
which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and
if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such
other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or
the interests of such Lender; jeigu that such Lender will not be obligated to utilize such other office pursuant to
tai clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing
such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this
clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower
(with a copy to Agent) shall be conclusive absent manifest error.

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3.3 Funding
Losses
.

Borrower
hereby agrees that upon demand by any Lender (which demand shall be accompanied by a statement setting forth the basis for the
amount being claimed, a copy of which shall be furnished to Agent), Borrower will indemnify such Lender against any net loss or
expense which such Lender may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment
of deposits or other funds acquired by such Lender to fund or maintain the Term Loans subject to the LIBOR Rate, as reasonably
determined by such Lender, as a result of (a) any payment or prepayment of any Term Loan of such Lender on a date other than the
Term Loan Maturity Date or (b) any failure of Borrower to borrow any Loan on a date specified therefor in a notice of borrowing
pursuant to this Agreement. For the purposes of this Section 3.3, all determinations shall be made as if such Lender had
actually funded and maintained each Term Loan through the purchase of deposits having a maturity corresponding to the Loan and
bearing an interest rate equal to the LIBOR Rate during such period of time being measured.

3.4
Manner of Funding; Alternate Funding Offices.

Notwithstanding
any provision of this Agreement to the contrary, each Lender shall be entitled to fund and maintain its funding of all or any part
of its Loans in any manner it may determine at its sole discretion. Each Lender may, if it so elects, fulfill its commitment to
make any Term Loan by causing any branch or Affiliate of such Lender to make such Loan; jeigu that in such event for
the purposes of this Agreement (other than Section 3.1) such Loan shall be deemed to have been made by such Lender and the
obligation of Borrower to repay such Loan shall nevertheless be to such Lender and shall be deemed held by it, to the extent of
such Loan, for the account of such branch or Affiliate.

3.5 Conclusiveness
of Statements; Survival
.

Determinations
and statements of any Lender pursuant to Section 3.1, 3.2, 3.3 arba 3.4 shall be conclusive absent demonstrable
error. Lenders may use reasonable averaging and attribution methods in determining compensation under Sections 3.1 or 3.2, and
the provisions of such Sections shall survive repayment of the Loans, cancellation of the Notes and termination of this Agreement.

Section 4 Conditions
Precedent.

effectiveness of this Agreement and the obligation of each Lender to make the additional advances of the Term Loan described herein
are subject to the following conditions precedent, each of which shall be reasonably satisfactory in all respects to Agent.

4.1 Consummation
of Merger
.

a)
No material provision of the Merger Agreement or the schedules or exhibits thereto shall have been amended, waived or
otherwise modified or supplemented (including any amendment, waiver or modification of the term Surge Material Adverse Effect
or Motor Material Adverse Effect (each as defined in the Merger Agreement) to the extent deemed (by Agent in its commercially
reasonable discretion) material and adverse to the interests of Lenders or Agent) in a manner that is materially adverse to
the interests of the Lenders or Agent (in their capacity as such) without the prior written consent of Agent (which approval
shall not be unreasonably withheld, delayed or conditioned); provided, that neither a reduction in the purchase price by less
than ten percent (10%) under the Merger Agreement nor any amendment or waiver to the terms of the Merger Agreement that has
the effect of increasing the consideration required to be paid thereunder on the Closing Date by less than ten percent (10%)
will be deemed to be materially adverse to the Lenders or Agent.

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27

(b) All
“Transactions” as defined in the Merger Agreement have closed or will close simultaneously with the effectiveness
of this Agreement.

4.2 Delivery
of Loan Documents
.

Borrower
shall have delivered the following documents (and, as applicable, duly executed and dated the Closing Date or an earlier date satisfactory
to Agent):

a)
Loan Documents. (1) this Agreement, duly executed by each Borrower together with updated schedules and exhibits to this
Agreement in form and substance reasonably acceptable to Agent; (2) a Joinder to the Guarantee and Collateral Agreement (in the
form of Annex I to such agreement) executed by Parent and each Subsidiary of Parent not already a party thereto together with
the schedules to be provided therewith, (3) an IP Security Agreement (in the form delivered by Current Borrower on the Original
Closing Date) executed by Parent and any other Loan Party that holds any Intellectual Property as of the Closing Date in favor
of Agent, (4) an amendment to the Intercreditor Agreement in form and substance reasonably satisfactory to Agent that allows for
the additional Term Loan that may be advanced under Section 2.1(b) hereof as well as any increase in the revolving loan
facility available under the Approved AR Loan Facility on or about the Closing Date; and (5) any other Loan Documents as reasonably
required by Agent in substantially the same forms as provided by Current Borrower on the Original Closing Date.

(b)
Lien Searches. Copies of Uniform Commercial Code, foreign, state and county search reports listing all effective financing
statements filed and other Liens of record against any Loan Party to be added to the Loan Documents on or about the Closing Date,
with copies of any financing statements and applicable searches of the records of the U.S. Patent and Trademark Office performed
with respect to each Loan Party, all in each jurisdiction reasonably determined by Agent.

(c)
(Reserved).

(d)
Authorization Documents. For each Loan Party, such Person’s (i) charter (or similar formation document), certified
by the appropriate Governmental Authority, (ii) good standing certificates in its jurisdiction of incorporation (or formation)
and in each other jurisdiction reasonably requested by Agent, (iii) bylaws (or similar governing document), (iv) resolutions of
its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance
of the Loan Documents to which it is party and the transactions contemplated thereby, and (v) signature and incumbency certificates
of its officers executing any of the Loan Documents, all certified by its secretary or an assistant secretary (or similar officer)
as being in full force and effect without modification, in form and substance reasonably satisfactory to Agent.

(e)
Opinions of Counsel. Customary opinions of counsel for each Loan Party in substantially the form delivered on the Original
Closing Date, or such other form as reasonably approved by Agent, in relation to the Loan Documents to be delivered on the Closing
Date.

(f)
(Reserved).

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28

(g)
Financials. The financial statements, projections and pro forma balance sheet described in Section 5.4.

4.3 Fees.
The Lenders and Agent shall have received all fees required to be paid, and all expenses for which invoices have
been presented (including the reasonable fees and expenses of legal counsel), required to be paid under the Loan Documents on
or before the Closing Date.

4.4 Representations,
Warranties, Defaults
. As of the Closing Date, after giving effect to the “Transactions” as defined in the
Merger Agreement, (a) all representations and warranties of Loan Parties set forth in any Loan Document shall be true and
correct in all material respects as if made on and as of the Closing Date (except for representations and warranties that
specifically refer to an earlier date, which shall be true and correct in all material respects as of such earlier date), (b)
no Default, Event of Default or Material Adverse Effect shall exist and (c) since the date of the Merger Agreement, there has
not occurred a Surge Material Adverse Effect or a Motor Material Adverse Effect (each as defined in the Merger
Agreement).

Section 5 Representations
and Warranties
.

To
induce Agent and Lenders to enter into this Agreement and to induce Lenders to make Loans hereunder, Borrower represents and warrants
to Agent and Lenders, as of the Closing Date that:

5.1 Organization.

Tout le monde
Loan Party is validly existing and in good standing under the laws of its state or country of jurisdiction as set forth on Schedule
5.1
, and is duly qualified to do business in each additional jurisdiction in which the failure to so qualify could reasonably
be likely to have or result in a Material Adverse Effect.

5.2 Authorization;
No Conflict
.

Tout le monde
Loan Party is duly authorized to execute and deliver each Loan Document to which it is a party, to borrow or guaranty monies hereunder,
as applicable, and to perform its Obligations under each Loan Document to which it is a party. The execution, delivery and performance
by Loan Parties of this Agreement and the other Loan Document to which it is a party, as applicable, and the transactions contemplated
therein, do not and will not (a) require any consent or approval of any Governmental Authority (other than any consent or approval
which has been obtained and is in full force and effect), (b) conflict with (i) any provision of applicable law (including any
Health Care Law), (ii) the charter, bylaws or other organizational documents of such Loan Party or (iii) any Material Contract,
or any judgment, order or decree, which is binding upon any Loan Party or any of its properties or (c) require, or result in, the
creation or imposition of any Lien on any asset of any Loan Party (other than Liens in favor of Agent created pursuant to the Collateral
Documents).

5.3 Validity;
Binding Nature
.

Tout le monde
of this Agreement and each other Loan Document to which any Loan Party is a party, as applicable, is the legal, valid and binding
obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, subject to bankruptcy, insolvency
and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity and concepts
of reasonableness.

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5.4 Financial
Condition
.

(a) (Reserved).

(b) The
consolidated financial projections (including an operating budget and a cash flow budget) of Borrower delivered to Agent and Lenders
on or prior to the Closing Date (i) were prepared by Borrower in good faith and (ii) were prepared in accordance with assumptions
for which Borrower believes it has a reasonable basis, and the accompanying consolidated and consolidating pro forma unaudited
balance sheet of Borrower as at the Closing Date, adjusted to give effect to the financings contemplated hereby as if such transactions
had occurred on such date, is consistent in all material respects with such projections (it being understood that the projections
are not a guaranty of future performance and that actual results during the period covered by the projections may materially differ
from the projected results therein).

5.5 No
Material Adverse Change
.

Since
the date of the Merger Agreement, there has not occurred a Surge Material Adverse Effect or a Motor Material Adverse Effect (each
as defined in the Merger Agreement.

5.6 Litigation.

No
litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to
Borrower’s knowledge, threatened against any Loan Party that would reasonably be expected to have, either individually or
in the aggregate, a Material Adverse Effect.

5.7 Ownership
of Properties; Liens
.

Borrower
and each other Loan Party owns all of its material properties and assets, tangible and intangible, of any nature whatsoever that
it purports to own (including Intellectual Property), free and clear of all Liens and charges and claims (including infringement
claims with respect to Intellectual Property), except Permitted Liens and as set forth on Schedule 5.7.

5.8 Capitalization.

All
issued and outstanding Equity Interests of Loan Parties are duly authorized, validly issued, fully paid, non-assessable, and such
securities were issued in compliance in all material respects with all applicable state and federal laws concerning the issuance
of securities.

5.9 Pension
Plans
.

No Loan Party has,
nor to Borrower’s knowledge has any Loan Party ever had, a Pension Plan.

5.10 Investment
Company Act
.

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

(Solsys Medical) A&R Credit Agreement

30ème

5.11 No
Default
.

No
Event of Default or Default exists or would result from the incurrence by Borrower of any Debt hereunder or under any other Loan
Document or as a result of any Loan Party entering into the Loan Documents to which it is a party.

5.12 Margin Stock.

No
Loan Party is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of
purchasing or carrying Margin Stock. As of the Closing Date, no portion of the Obligations is secured directly or indirectly by
Margin Stock.

5.13 Les frais.

Tout le monde
Loan Party has filed, or caused to be filed, all federal, state, foreign and other tax returns and reports required by law to have
been filed by it and has paid all federal, state, foreign and other taxes and governmental charges thereby shown to be owing, except
any such taxes or charges (a) that are not delinquent or (b) that are being diligently contested in good faith by appropriate proceedings
and for which adequate reserves in accordance with GAAP have been set aside on its books.

5.14 Solvency.

Įjungta
the Closing Date, and immediately prior to and after giving effect to the borrowing hereunder and the use of the proceeds thereof,
Borrower is, and will be, Solvent.

5.15 Environmental
Matters
.

on-going operations of Loan Parties comply in all respects with all applicable Environmental Laws, except for non-compliance which
could not (if enforced in accordance with applicable law) reasonably be expected to result in a Material Adverse Effect. Each Loan
Party has obtained, and maintained in good standing, all licenses, permits, authorizations and registrations required under any
Environmental Law and necessary for its respective ordinary course operations, and each Loan Party is in compliance with all material
terms and conditions thereof, except where the failure to do so would not reasonably be expected to result in a Material Adverse
Effect. Neither Borrower, any of its Subsidiaries nor any of their respective properties or operations is subject to any outstanding
written order from or agreement with any federal, state, or local Governmental Authority, nor subject to any judicial or docketed
administrative proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Substance. There are no Hazardous
Substances or other conditions or circumstances existing with respect to any property, or arising from operations prior to the
Closing Date, of any Loan Party that would reasonably be expected to result in a Material Adverse Effect. No Loan Party has underground
storage tanks.

5.16 Les assurances.

Loan
Parties and their respective properties are insured with financially sound and reputable insurance companies which are not Affiliates
of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged
in similar businesses and owning similar properties in localities where such Loan Parties operate, as applicable. A true and complete
listing of such insurance as of the Closing Date, including issuers, coverages and deductibles, is set forth on Schedule 5.16.

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31ème

5.17 Information.

All
written information heretofore or contemporaneously herewith furnished in writing by Borrower to Agent or any Lender for purposes
of or in connection with this Agreement and the transactions contemplated hereby, taken as a whole, is, and all written information
hereafter furnished by or on behalf of Borrower to Agent or any Lender pursuant hereto or in connection herewith, taken as a whole,
will be true and accurate in every material respect on the date as of which such information, taken as a whole, is dated or certified,
and none of such information is or will be incomplete by omitting to state any material fact necessary to make such information
not misleading in any material respect in light of the circumstances under which made (it being recognized by Agent and Lenders
that any projections and forecasts provided by Borrower are based on good faith estimates and assumptions believed by Borrower
to be reasonable as of the date of the applicable projections or assumptions and that actual results during the period or periods
covered by any such projections and forecasts may differ from projected or forecasted results).

5.18 Intellectual
Property; Products and Services
.

a)
Schedule 5.18(a) (as updated from time to time in accordance with Section 6.1.2 hereof) accurately and completely lists
all of Loan Parties’ Registered Intellectual Property. Each Loan Party owns and possesses or has a license or other right
to use all Intellectual Property as is necessary for the conduct of the business of such Loan Party, without any infringement
upon the intellectual property rights of others, except as otherwise set forth on Schedule 5.18(a) hereto.

(b)
Schedule 5.18(b) (as updated from time to time in accordance with Section 6.1.2 hereof) accurately and completely lists
all Products, Services, and all Required Permits in relation thereto, and Borrower has delivered to Agent a copy of all Required
Permits as of the date hereof.

(i) With
respect to any Product or Service being tested, manufactured, marketed, sold, and/or delivered by LifeNet and/or Loan Parties,
LifeNet and/or the applicable Loan Party has received (or the applicable, authorized third parties have received), and such Product
or Service is the subject of, all Required Permits needed in connection with the testing, manufacture, marketing, sale, and/or
delivery of such Product or Service by or on behalf of LifeNet and/or Loan Parties as currently conducted. No Loan Party has received,
and to Borrower’s knowledge, LifeNet has not received, any notice from any applicable Governmental Authority, specifically
including the FDA and/or CMS, that such Governmental Authority is conducting an investigation or review (other than a normal routine
scheduled inspection) of LifeNet and/or any Loan Party’s (x) manufacturing facilities, laboratory facilities, the
processes for such Product, or any related sales or marketing activities and/or the Required Permits related to such Product, and
(y) laboratory facilities, the processes for such Services, or any related sales or marketing activities and/or the Required
Permits related to such Services. There are no material deficiencies or violations of applicable laws in relation to the manufacturing,
processes, sales, marketing, or delivery of such Product or Services and/or the Required Permits related to such Product or Services,
no Required Permit has been revoked or withdrawn, nor, to the best of Borrower’s knowledge, has any such Governmental Authority
issued any order or recommendation stating that the development, testing, manufacturing, sales and/or marketing of such Product
or Services by or on behalf of LifeNet and/or Loan Parties should cease or be withdrawn from the marketplace, as applicable.

(ii)
Except as set forth on Schedule 5.18(b), (A) there have been no adverse clinical test results in respect of any
Product since the date on which LifeNet and/or the applicable Loan Party acquired rights to such Product, and (B) there have
been no product recalls or voluntary product withdrawals from any market in respect of any Product since the date on which
LifeNet and/or the applicable Loan Party acquired rights to such Product.

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32

(iii) Neither
LifeNet or any Loan Party has experienced any significant failures in its manufacturing of any Product which caused any reduction
in Products sold.

5.19 Restrictive
Provisions
.

No
Loan Party is a party to any agreement or contract or subject to any restriction contained in its operative documents which would
reasonably be expected to have a Material Adverse Effect.

5.20 Labor Matters.

No
Loan Party is subject to any labor or collective bargaining agreement. There are no existing or threatened strikes, lockouts or
other labor disputes involving any Loan Party that singly or in the aggregate would reasonably be expected to have a Material Adverse
Effect. Hours worked by and payment made to employees of each Loan Party are not in violation in any material respect of the Fair
Labor Standards Act or any other applicable law, rule or regulation dealing with such matters. Each Loan Party has fully and timely
made any and all social benefits and pension contributions and payments required to be made by such Loan Party according to any
applicable law or agreement.

5.21 Material
Contracts
.

Schedule
5.21
sets forth, with respect to each real estate lease agreement to which any Loan Party is a party as of the Closing Date,
the address of the subject property. The consummation of the transactions contemplated by the Loan Documents will not give rise
to a right of termination in favor of any party to any Material Contract (other than a Loan Party) which would reasonably be expected
to have, either individually or in the aggregate, a Material Adverse Effect.

5.22 Compliance
with Laws; Health Care Laws
.

a)
Laws Generally. Each Loan Party is in compliance with, and is conducting and has conducted its business and operations
in material compliance with the requirements of all applicable laws, rules, regulations, decrees, orders, judgments, licenses
and permits except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect.

(b)
Health Care Laws. Without limiting the generality of clause (a) above:

(i) No
Loan Party is in violation of any of the Health Care Laws, except for any such violation which would not reasonably be expected
(either individually and taken as a whole with any other violations) to have a Material Adverse Effect.

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33

(ii)
Each Loan Party(either directly or through one or more authorized third parties) has (i) all licenses, consents, certificates,
permits, authorizations, approvals, franchises, registrations, qualifications and other rights from, and has made all declarations
and filings with, all applicable Governmental Authorities and self-regulatory authorities (each, an “Authorization”)
necessary to engage in the business conducted by it, except for such Authorizations with respect to which the failure to obtain
would not reasonably be expected to have a Material Adverse Effect, and (ii) no knowledge that any Governmental Authority is considering
limiting, suspending or revoking any such Authorization, except where the limitation, suspension or revocation of such Authorization
would not reasonably be expected to have a Material Adverse Effect. All such Authorizations are valid and in full force and effect
and such Loan Party is in material compliance with the terms and conditions of all such Authorizations and with the rules and
regulations of the regulatory authorities having jurisdiction with respect to such Authorizations, except where failure to be
in such compliance or for an Authorization to be valid and in full force and effect could not reasonably be expected to have a
Material Adverse Effect.

(iii) Each
Loan Party has received and maintains accreditation in good standing and without limitation or impairment by all applicable accrediting
organizations, to the extent required by applicable law or regulation (including any foreign law or equivalent regulation), except
where the failure to be so accredited and in good standing without limitation would not reasonably be expected to have a Material
Adverse Effect.

(iv) Except
where any of the following would not reasonably be expected to have a Material Adverse Effect, no Loan Party has been, and has
been threatened to be, (i) excluded from U.S. health care programs pursuant to 42 U.S.C. §1320(a)7 or any related regulations,
(ii) “suspended” or “debarred” from selling products to the U.S. government or its agencies pursuant to
the Federal Acquisition Regulation, relating to debarment and suspension applicable to federal government agencies generally (48
C.F.R. Subpart 9.4), or other applicable laws or regulations, or (iii) made a party to any other action by any Governmental Authority
that may prohibit it from selling products to any governmental or other purchaser pursuant to any federal, state or local laws
or regulations.

(v) No
Loan Party has received any written notice from the FDA, CMS, or any other Governmental Authority with respect to, nor to Borrower’s
best knowledge is there, any actual or threatened investigation, inquiry, or administrative or judicial action, hearing, or enforcement
proceeding by the FDA, CMS, or any other Governmental Authority against any Loan Party regarding any violation of applicable law,
except for such investigations, inquiries, or administrative or judicial actions, hearings, or enforcement proceedings which, individually
and in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

5.23 Existing
Indebtedness; Investments, Guarantees and Certain Contracts
.

Except
as permitted by Section 7.1 et Section 7.10, Loan Parties do not (a) have any outstanding Debt, or (b) own or hold
any equity or long-term debt investments in, or have any outstanding advances to or any outstanding guarantees for the obligations
of, or any outstanding borrowings from, any other Person.

5.24 Affiliated
Agreements
.

Except
as set forth on Schedule 7.7 and employment agreements entered into with employees, managers, officers and directors
from time to time in the ordinary course of business, (i) there are no existing or proposed agreements, arrangements,
understandings or transactions between any Loan Party, on the one hand, and such Loan Party’s members, managers,
managing members, investors, officers, directors, stockholders, other equity holders, employees, or Affiliates or any members
of their respective families, on the other hand, and (ii) to Borrower’s knowledge, none of the foregoing Persons are
directly or indirectly, indebted to or have any direct or indirect ownership or voting interest in, any Affiliate of any Loan
Party or any Person with which any Loan Party has a business relationship or which competes with any Loan Party (except that
any such Persons may own equity interests in (but not exceeding two percent (2%) of the outstanding equity interests of) any
publicly traded company that may compete with Loan Parties).

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5.25 Names; Locations
of Offices, Records and Collateral; Deposit Accounts
.

No
Loan Party has conducted business under or used any name (whether corporate, partnership or assumed) other than such names set
forth on Schedule 5.25A. Each Loan Party is the sole owner(s) of all of its respective names listed on Schedule 5.25A,
and any and all business done and invoices issued in such names are such Loan Party’s sales, business and invoices. Tout le monde
Loan Party maintains, and since its formation has maintained, respective places of business only at the locations set forth on
Schedule 5.25B, and all books and records of Loan Parties relating to or evidencing the Collateral are located in and at
such locations (other than (i) Deposit Accounts, and (ii) Collateral in the possession of Agent, for the benefit of Lenders). Schedule
7.14
lists all of Loan Parties’ Deposit Accounts as of the Closing Date. All of the tangible Collateral is located exclusively
within the United States.

5.26 Non-Subordination.

payment and performance of the Obligations by Loan Parties are not subordinated in any way to any other obligations of such Loan
Parties or to the rights of any other Person, other than pursuant to any Intercreditor Agreement.

5.27 Broker’s
or Finder’s Commissions
.

Except
as set forth in Schedule 5.27, no broker’s, finder’s or placement fee or commission will be payable to any broker
or agent engaged by any Loan Party or any of its officers, directors or agents with respect to the Loan or the transactions contemplated
by this Agreement except for fees payable to Agent and Lenders. Borrower agrees to indemnify Agent and each Lender and hold each
harmless from and against any claim, demand or liability for broker’s, finder’s or placement fees or similar commissions,
whether or not payable by Borrower, alleged to have been incurred in connection with such transactions, other than any broker’s
or finder’s fees payable to Persons engaged by Agent and/or Lenders.

5.28 Anti-Terrorism;
OFAC
.

(a) No
Loan Party nor any Person controlling or controlled by a Loan Party, nor, to Borrower’s knowledge, any Person having a beneficial
interest in a Loan Party, nor any Person for whom a Loan Party is acting as agent or nominee in connection with this transaction
(1) is a Person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order
13224 of September 23, 2001, Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism (66 Fed. Reg. 49079 (2001)), (2) engages in any dealings or transactions prohibited by Section 2 of such executive order,
or is otherwise associated with any such Person in any manner violative of Section 2 of such executive order, or (3) is a Person
on the list of Specially Designated Nationals and Blocked Persons or is in violation of the limitations or prohibitions under any
other OFAC regulation or executive order.

(b)
No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or
employee, political party, official of a political party, candidate for political office, or anyone else acting in an
official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United
States Foreign Corrupt Practices Act of 1977, as amended.

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5.29 La sécurité
Interest
.

Tout le monde
Loan Party has full right and power to grant to Agent, for the benefit of itself and the other Lenders, a perfected, second priority
(subject to currently existing Permitted Liens and the terms of any Intercreditor Agreement) security interest and Lien on the
Collateral pursuant to this Agreement and the other Loan Documents, as applicable, subject to the following sentence. Upon the
execution and delivery of this Agreement and the other Loan Documents, and upon the filing of the necessary financing statements
and/or appropriate filings and/or delivery of the necessary certificates evidencing an equity interest, control and/or possession,
as applicable, without any further action, Agent will have a good, valid and first priority (subject to Permitted Liens and the
terms of any Intercreditor Agreement) perfected Lien and security interest in the Collateral, for the benefit of Lenders. Borrower
is not party to any agreement, document or instrument that conflicts with this Section 5.29.

5.30 Survival.

Borrower
hereby makes the representations and warranties contained herein with the knowledge and intention that Agent and Lenders are relying
and will rely thereon. All such representations and warranties will survive the execution and delivery of this Agreement, the Closing
and the making of the Loan.

Section 6 Affirmative
Covenants
.

Until
all Obligations have been Paid in Full, Borrower agrees that, unless at any time Required Lenders shall otherwise expressly consent
in writing, it will:

6.1 Information.

Furnish to Agent (which
shall furnish to each Lender):

6.1.1 Annual Report.

Promptly
when available and in any event within ninety (90) days after the close of each Fiscal Year (unless Parent files a Notice of Late
Filing (12b-25 Notice) in which case such report shall be due within one hundred five (105) days of the end of the relevant Fiscal
Year): (a) a copy of the annual audited report of Parent and its Subsidiaries for such Fiscal Year, including therein a consolidated
balance sheet and statement of earnings and cash flows of Parent and its Subsidiaries as at the end of and for such Fiscal Year,
certified without qualification (except for qualifications relating to changes in accounting principles or practices reflecting
changes in GAAP and required or approved by Parent’s independent certified public accountants) by independent auditors of
recognized standing selected by Parent and reasonably acceptable to Agent, and (ii) a comparison with the previous Fiscal Year;
and (b) upon Agent’s reasonable request, a consolidated balance sheet of Parent and its Subsidiaries as of the end of such
Fiscal Year and consolidated statements of earnings and cash flows for Parent and its Subsidiaries for such Fiscal Year, together
with a comparison of actual results for such Fiscal Year with the budget for such Fiscal Year, each certified by the chief financial
officer or another executive officer of Parent.

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36

6.1.2 Interim Reports.

(a) Promptly
when available and in any event within forty-five (45) days after the end of each Fiscal Quarter (unless Parent files a Notice
of Late Filing (12b-25 Notice) in which case such report shall be due within fifty (50) days of the end of the relevant Fiscal
Quarter), unaudited consolidated balance sheets of Parent and its Subsidiaries as of the end of such Fiscal Quarter, together with
consolidated statements of earnings and cash flows for such Fiscal Quarter and for the period beginning with the first day of such
Fiscal Year and ending on the last day of such Fiscal Quarter, together with a comparison with the corresponding period of the
previous Fiscal Year and a comparison with the budget for such period of the current Fiscal Year (which may be in preliminary form),
certified by the chief financial officer or other executive officer of Parent.

(b) Together
with each such quarterly report to be delivered pursuant to Section 6.1.2(a) above, Borrower shall provide to Agent (i)
a written statement of Borrower’s management in a mutually agreed format setting forth a summary discussion of Borrower’s
financial condition, changes in financial condition and results of operations, and (ii) updated Schedules 5.18(a) et (b)
setting forth any changes to the disclosures set forth in such schedules as most recently provided to Agent or, as applicable,
a written statement of Borrower’s management stating that there have been no changes to such disclosures as most recently
provided to Agent.

6.1.3 Revenue-Based
Payment Reconciliation
.

Upon
Agent’s request Borrower shall furnish to Agent, a report, in form acceptable to Agent, reconciling the Royalties, Net Sales
and all other revenue reported by Parent to Agent during any reporting period to the Aggregate Revenue reported by Parent hereunder
for such period and the amount of Revenue-Based Payment(s) made by Borrower in connection with such period(s).

6.1.4 Compliance
Certificate
.

Contemporaneously
with the furnishing of a copy of each annual audit report pursuant to Section 6.1.1 and each set of quarterly statements
pagal Section 6.1.2, a duly completed Compliance Certificate, with appropriate insertions, dated the date of delivery
and corresponding to such annual report or such quarterly statements, and signed by the chief financial officer (or other executive
officer) of Parent, containing a computation showing compliance with Section 7.13 and a statement to the effect that such
officer has not become aware of any Event of Default or Default that exists or, if there is any such event, describing it and the
steps, if any, being taken to cure it.

6.1.5 Reports to
Governmental Authorities and Shareholders
.

Promptly
upon the filing or sending thereof, copies of (a) all regular, periodic or special reports of each Loan Party filed with any Governmental
Authority, (b) all registration statements (or such equivalent documents) of each Loan Party filed with any Governmental Authority
and (c) all proxy statements or other communications made to the holders of Parent’s Equity Interests generally.

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6.1.6 Notice of
Default; Litigation
.

Promptly
upon becoming aware of any of the following, written notice describing the same and the steps being taken by Borrower or the applicable
Loan Party affected thereby with respect thereto:

(a) the
occurrence of an Event of Default;

(b) any
litigation, arbitration or governmental investigation or proceeding not previously disclosed by Borrower to Lenders which has been
instituted or, to the knowledge of Borrower, is threatened in writing against Borrower or any other Loan Party or to which any
of the properties of any thereof is subject, which in any case would reasonably be expected to have a Material Adverse Effect;

(c) the
institution of any steps by any member of the Controlled Group or any other Person to terminate any Pension Plan, or the failure
of any member of the Controlled Group to make a required contribution to any Pension Plan (if such failure is sufficient to give
rise to a Lien under Section 302(f) of ERISA) or to any Multiemployer Pension Plan, or the taking of any action with respect to
a Pension Plan which could result in the requirement that Borrower or any other Loan Party furnish a bond or other security to
the PBGC or such Pension Plan, or the occurrence of any event with respect to any Pension Plan or Multiemployer Pension Plan which
could result in the incurrence by any member of the Controlled Group of any material liability, fine or penalty (including any
claim or demand for withdrawal liability or partial withdrawal from any Multiemployer Pension Plan), or any material increase in
the contingent liability of Borrower or any other Loan Party with respect to any post-retirement welfare plan benefit, or any notice
that any Multiemployer Pension Plan is in reorganization, that increased contributions may be required to avoid a reduction in
plan benefits or the imposition of an excise tax, that any such plan is or has been funded at a rate less than that required under
Section 412 of the IRC, that any such plan is or may be terminated, or that any such plan is or may become insolvent, in each;

(d) any
cancellation or material adverse change in any insurance maintained by Borrower or any other Loan Party;

(e) any
other event (including (i) any violation of any law, including any Environmental Law, or the assertion of any Environmental Claim
or (ii) the enactment or effectiveness of any law, rule or regulation) which could reasonably be expected to have a Material Adverse
Effect; arba

(f) to
the extent that it would reasonably be expected to result in a Material Adverse Effect (i) any suspension, revocation, cancellation
or withdrawal of an Authorization required for Borrower or any other Loan Party, is threatened or there is any basis for believing
that such Authorization will not be renewable upon expiration or will be suspended, revoked, cancelled or withdrawn, (ii) Borrower
or any other Loan Party enters into any consent decree or order pursuant to any Health Care Law and Regulation, or becomes a party
to any judgment, decree or judicial or administrative order pursuant to any Health Care Law, (iii) receipt of any written notice
or other written communication from the FDA, CMS, or any other applicable Governmental Authority alleging non-compliance with CLIA
or any other applicable Health Care Law, (iv) the occurrence of any violation of any Health Care Law by Borrower or any of the
other Loan Parties in the development or provision of Services, and record keeping and reporting to the FDA or CMS that could reasonably
be expected to require or lead to an investigation, corrective action or enforcement, regulatory or administrative action, (v)
the occurrence of any civil or criminal proceedings relating to Borrower or any of the other Loan Parties or any of their respective
employees, which involve a matter within or related to the FDA’s or CMS’ jurisdiction, (vi) any officer, employee or
agent of Borrower or any of the other Loan Parties is convicted of any crime or has engaged in any conduct for which debarment
is mandated or permitted by 21 U.S.C. § 335a, or (vii) any officer, employee or agent of Borrower or any of the other Loan
Parties has been convicted of any crime or engaged in any conduct for which such Person could be excluded from participating in
any federal, provincial, state or local health care programs under Section 1128 of the Social Security Act or any similar law or
regulation.

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38

6.1.7 Management
Report
.

Promptly
upon receipt thereof, copies of all detailed financial and management reports submitted to Parent or any other Loan Party by independent
auditors in connection with each annual or interim audit made by such auditors of the books of Parent or any other Loan Party.

6.1.8 Projections.

Within
thirty (30) days of the written request therefor by Agent, financial projections on a monthly basis of revenues and EBITDA for
Parent and the Subsidiaries for the Fiscal Year specified by Agent prepared in a manner consistent with the projections delivered
by Parent and/or Current Borrower to Agent prior to the Closing Date or otherwise in a manner reasonably satisfactory to Agent,
accompanied by a certificate of a chief financial officer (or other executive officer) of Borrower on behalf of Borrower to the
effect that (a) such projections were prepared by them in good faith, (b) Borrower believes that it has a reasonable basis for
the assumptions contained in such projections and

(c) such
projections have been prepared in accordance with such assumptions.

6.1.9 Updated Schedules
to Guarantee and Collateral Agreement
.

Contemporaneously
with the furnishing of each annual audit report pursuant to Section 6.1.1, updated versions of the Schedules to the Guarantee
and Collateral Agreement showing information as of the date of such audit report (it being agreed and understood that this requirement
shall be in addition to the notice and delivery requirements set forth in the Guarantee and Collateral Agreement).

6.1.10 Other Information.

(a) Unless
Parent is not subject to, or is not in compliance with, Item 601(a)(10) of Regulation S-K under the Securities Act of 1933, as
amended, promptly, upon the reasonable written request of Agent, copies of any reports, statements or written materials (other
than routine communications (electronic or otherwise) between Borrower or its Affiliates and such entities that are not material
in nature) in relation to any Material Contract (or any replacements thereof) set forth on Schedule 7.11 hereto (as such
schedule may be updated by Agent from time to time to include any Material Contracts that are entered into by a Loan Party from
time to time after the Closing Date) shall be delivered to Agent.

(b) Promptly
from time to time, such other information concerning Borrower and any other Loan Party as Agent may reasonably request.

6.2 Books;
Records; Inspections
.

Keep,
and cause each other Loan Party to keep, its books and records in accordance with sound business practices sufficient to
allow the preparation of financial statements in accordance with GAAP; permit, and cause each other Loan Party to permit (at
any reasonable time and with reasonable notice), Agent or any representative thereof to inspect the properties and operations
of Borrower or any other Loan Party; and permit, and cause each other Loan Party to permit, at any reasonable time and with
reasonable notice (or at any time without notice if an Event of Default exists), Agent (accompanied by any Lender) or any
representative thereof to visit any or all of its offices, to discuss its financial matters with its officers and its
independent auditors (and Borrower hereby authorizes such independent auditors to discuss such financial matters with any
Lender or Agent or any representative thereof), and to examine (and, at the expense of Borrower or the applicable Loan Party,
photocopy extracts from) any of its books or other records; and permit, and cause each other Loan Party to permit, (at any
reasonable time and with reasonable notice) Agent and its representatives to inspect the Collateral and other tangible assets
of Borrower or Loan Party, to perform appraisals of the equipment of Borrower or Loan Party, and to inspect, audit, check and
make copies of and extracts from the books, records, computer data, computer programs, journals, orders, receipts,
correspondence and other data relating to any Collateral; provided, however, that unless a Default or Event of Default is
continuing, such inspections, audits and appraisals shall not be conducted more than once per calendar year.

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39

6.3 Conduct
of Business; Maintenance of Property; Les assurances
.

(a) Borrower
shall, and shall cause each other Loan Party to, (i) conduct its business in accordance with its current business practices, (ii)
engage principally in the same or similar lines of business substantially as heretofore conducted, (iii) collect the Royalties
in the ordinary course of business, (iv) maintain all of its Collateral used or useful in its business in good repair, working
order and condition (normal wear and tear excepted and except as may be disposed of in the ordinary course of business and in accordance
with the terms of the Loan Documents), (v) from time to time to make all necessary repairs, renewals and replacements to the Collateral;
(vi) maintain and keep in full force and effect all material Permits and qualifications to do business and good standing in its
jurisdiction of formation and each other jurisdiction in which the ownership or lease of property or the nature of its business
makes such Permits or qualification necessary and in which failure to maintain such Permits or qualification could reasonably be
expected to be, have or result in a Material Adverse Effect; (vii) remain in good standing and maintain operations in all jurisdictions
in which it is currently located, except where the failure to remain in good standing or maintain operations would not reasonably
be expected to be, have or result in a Material Adverse Effect, and (viii) maintain, comply with and keep in full force and effect
all Intellectual Property and Permits necessary to conduct its business, except in each case where the failure to maintain, comply
with or keep in full force and effect could not reasonably be expected to be, have or result in a Material Adverse Effect.

(b) Borrower
shall keep, and cause each other Loan Party to keep, all property necessary in the business of Borrower or each other Loan Party
in good working order and condition, ordinary wear and tear excepted.

(c)
Borrower shall maintain, and cause each other Loan Party to maintain, with responsible insurance companies, such insurance
coverage as shall be required by all laws, governmental regulations and court decrees and orders applicable to it and such
other insurance, to such extent and against such hazards and liabilities, as is (i) customarily maintained by Persons
operating in the same geographical region as Borrower that are (A) subject to CLIA and other applicable Health Care Laws, or
(B) otherwise delivering to customers products or services similar to the Services (in each case, as determined by Agent in
its reasonable discretion), and (ii) otherwise in form, substance, and amounts acceptable to Agent in its reasonable
discretion; jeigu that in any event, such insurance shall, unless the Agent otherwise agrees, insure against all
risks and liabilities of the type insured against as of the Closing Date and shall have insured amounts no less than, and
deductibles no higher than, those amounts provided for as of the Closing Date. Upon request of Agent or any Lender, Borrower
shall furnish to Agent or such Lender a certificate setting forth in reasonable detail the nature and extent of all insurance
maintained by Borrower and each other Loan Party. Borrower shall cause each issuer of an insurance policy to provide Agent
with an endorsement (x) showing Agent as a loss payee with respect to each policy of property or casualty insurance
and naming Agent as an additional insured with respect to each policy of liability insurance promptly upon request by Agent,
(y) providing that the insurance carrier will endeavor to give at least twenty (20) days’ prior written notice
to Borrower and Agent (or ten (10) days’ prior written notice for cancellation due to nonpayment of premiums or if the
Agent consents to such shorter notice) before the termination or cancellation of the policy prior to the expiration thereof
and (z) reasonably acceptable in all other respects to Agent. Borrower shall execute and deliver, and cause each other
applicable Loan Party to execute and deliver, to Agent a collateral assignment, in form and substance reasonably
satisfactory to Agent, of each business interruption insurance policy maintained by the Loan Parties.

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40

(d) Unless
Borrower provides Agent with evidence of the continuing insurance coverage required by this Agreement, Agent (upon reasonable
advance notice to Borrower) may purchase insurance at Borrower’s expense to protect Agent’s and Lenders’
interests in the Collateral. This insurance shall protect Borrower’s and each other Loan Party’s interests.
coverage that Agent purchases shall pay any claim that is made against Borrower or any other Loan Party in connection with
the Collateral. Borrower may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that
Borrower has obtained the insurance coverage required by this Agreement. If Agent purchases insurance for the Collateral, as
set forth above, Borrower will be responsible for the reasonable costs of that insurance, including interest and any other
charges that may be imposed with the placement of the insurance, until the effective date of the cancellation or expiration
of the insurance, and such costs of the insurance may be added to the principal amount of the Loans owing
hereunder.

6.4 Compliance
with Laws; Payment of Taxes and Liabilities
.

a)
Comply, and cause each other Loan Party to comply, in all material respects with all applicable laws, rules, regulations, decrees,
orders, judgments, licenses and permits, except where failure to comply would not reasonably be expected to have a Material Adverse
Effect; (b) without limiting clause (a) above, ensure, and cause each other Loan Party to ensure, that no person who Controls
a Loan Party is (i) listed on the Specially Designated Nationals and Blocked Person List maintained by OFAC, and/or any other
similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (ii) a Person designated
pagal Section 1(b), (c) arba (d) or Executive Order No. 13224 (September 23, 2001), any related enabling legislation
or any other similar Executive Orders; (c) without limiting clause (a) above, comply and cause each other Loan Party to
comply, with all applicable Bank Secrecy Act and anti-money laundering laws and regulations, (d) file, or cause to be filed, all
federal, state, foreign and other tax returns and reports required by law to be filed by any Loan Party, and (e) pay, and cause
each other Loan Party to pay, prior to delinquency, all foreign, federal, state and other taxes and other material governmental
charges against it or any of its property, as well as material claims of any kind which, if unpaid, could become a Lien (other
than a Permitted Lien) on any of its property; jeigu that the foregoing shall not require Borrower or any other Loan
Party to pay any such tax, charge or claim so long as it shall contest the validity thereof in good faith by appropriate proceedings
and shall set aside on its books adequate reserves with respect thereto in accordance with GAAP. For purposes of this Section
6.4
, “Control” shall mean, when used with respect to any Person, (x) the direct or indirect beneficial
ownership of fifty-one percent (51%) or more of the outstanding Equity Interests of such Person or (y) the power to direct
or cause the direction of the management and policies of such Person whether by contract or otherwise.

6.5 La maintenance
of Existence
.

Maintain
and preserve, and (subject to Section 7.4) cause each other Loan Party to maintain and preserve, (a) its existence and good
standing in the jurisdiction of its organization and (b) its qualification to do business and good standing in each jurisdiction
where the nature of its business makes such qualification necessary, other than any such jurisdiction where the failure to be qualified
or in good standing would not reasonably be expected to have a Material Adverse Effect.

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41

6.6 Employee
Benefit Plans
.

Except
to the extent that failure to do so would not be reasonably expected to result in (a) a Material Adverse Effect or (b) liability
in excess of $100,000 of any Loan Party, maintain, and cause each other Loan Party to maintain, each Pension Plan (if any) in substantial
compliance with all applicable requirements of law and regulations.

6.7 Environmental
Matters
.

Except
to the extent the failure to do so would not be reasonably expected to result in a Material Adverse Effect, if any release or disposal
of Hazardous Substances shall occur or shall have occurred on any real property or any other assets of Borrower or any other Loan
Party, cause, or direct the applicable Loan Party to cause, the prompt containment and removal of such Hazardous Substances and
the remediation of such real property or other assets as is necessary to comply in all material respects with all Environmental
Laws and to preserve the value of such real property or other assets. Without limiting the generality of the foregoing, except
to the extent the failure to do so would not be reasonably expected to result in a Material Adverse Effect, Borrower shall, and
shall cause each other Loan Party to, comply with each valid Federal or state judicial or administrative order requiring the performance
at any real property by Borrower or any other Loan Party of activities in response to the release or threatened release of a Hazardous
Substance.

6.8 Further
Assurances
.

Take,
and cause each other Loan Party to take, such actions as are necessary or as Agent or the Required Lenders may reasonably request
from time to time to ensure that the Obligations of Borrower and each other Loan Party under the Loan Documents are secured by
a perfected Lien in favor of Agent (subject only to the Permitted Liens) on substantially all of the assets of Borrower and each
Subsidiary of Borrower (as well as all equity interests of each Subsidiary of Borrower) and guaranteed by all of the Subsidiaries
of Borrower (including, promptly upon the acquisition or creation thereof, any Subsidiary of Borrower acquired or created after
the Closing Date), in each case including (a) the execution and delivery of guaranties, security agreements, pledge agreements,
mortgages, deeds of trust, financing statements and other documents, and the filing or recording of any of the foregoing and (b)
the delivery of certificated securities (if any) and other Collateral with respect to which perfection is obtained by possession
but excluding (a) the requirement for the Loan Parties to execute and deliver leasehold mortgages, and (b) any other Excluded Collateral
as defined in the Guarantee and Collateral Agreement.

6.9 Compliance
with Health Care Laws
.

(a) Without
limiting or qualifying Section 6.4 or any other provision of this Agreement, Borrower will comply, and will cause each other
Loan Party and each Subsidiary of Borrower to comply, in all material respects with all applicable Health Care Laws relating to
the operation of such Person’s business, except where failure to comply would not reasonably be expected to have a Material
Adverse Effect.

(b) Borrower
will, and will cause each other Loan Party and each Subsidiary to:

(i)
Keep in full force and effect all Authorizations required to operate such Person’s business under applicable Health
Care Laws and maintain any other qualifications necessary to conduct, arrange for, administer, provide services in connection
with or receive payment for all applicable Services, except to the extent such failure to keep in full force and effect or
maintain would not reasonably be expected to have a Material Adverse Effect.

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42

(ii) Promptly
furnish or cause to be furnished to the Agent, with respect to matters that could reasonably be expected to have a Material Adverse
Effect, (i) copies of all material reports of investigational/inspectional observations issued to and received by the Loan Parties
or any of their Subsidiaries, and issued by any Governmental Authority relating to such Person’s business, (ii) copies of
all material establishment investigation/inspection reports (including, but not limited to, FDA Form 483’s) issued to and
received by Loan Parties or any of their Subsidiaries and issued by any Governmental Authority, and (iii) copies of all material
warnings and material untitled letters as well as other material documents received by Loan Parties or any of their Subsidiaries
from the FDA, CMS, DEA, or any other Governmental Authority relating to or arising out of the conduct applicable to the business
of the Loan Parties or any of their Subsidiaries that asserts past or ongoing lack of compliance with any Health Care Law or any
other applicable foreign, federal, state or local law or regulation of similar import and (iv) notice of any material investigation
or material audit or similar proceeding by the FDA, DEA, CMS, or any other Governmental Authority.

(iii) Promptly
furnish or cause to be furnished to the Agent, with respect to matters that would reasonably be expected to have a Material Adverse
Effect, (in such form as may be reasonably required by Agent) copies of all non-privileged, reports, correspondence, pleadings
and other communications relating to any matter that could lead to the loss, revocation or suspension (or threatened loss, revocation
or suspension) of any material Authorization or of any material qualification of any Loan Party or Subsidiary; jeigu kad
any internal reports to a Person’s compliance “hot line” which are promptly investigated and determined to be
without merit need not be reported.

(iv) Promptly
furnish or cause to be furnished to the Agent notice of all material fines or penalties imposed by any Governmental Authority under
any Health Care Law against any Loan Party or any of its Subsidiaries.

(v) Promptly
furnish or cause to be furnished to the Agent notice of all material allegations by any Governmental Authority (or any agent thereof)
of fraudulent activities of any Loan Party or any of its Subsidiaries in relation to the provision of clinical research or related
services.

Notwithstanding
anything to the contrary in any Loan Document, no Loan Party or any of its Subsidiaries shall be required to furnish to Agent or
any Lender patient-related or other information, the disclosure of which to Agent or such Lender is prohibited by any applicable
law.

6.10 Cure
of Violations
.

Jei
there shall occur any breach of Section 6.9, Borrower shall take such commercially reasonable action as is necessary to
validly challenge or otherwise appropriately respond to such fact, event or circumstance within any timeframe required by applicable
Health Care Laws, and shall thereafter diligently pursue the same.

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43

6.11 Corporate
Compliance Program
.

Maintain,
and will cause each other Loan Party to maintain on its behalf, a corporate compliance program reasonably acceptable to Agent.
Until the Obligations have been Paid in Full, Borrower will modify such corporate compliance program from time to time (and cause
the other Loan Parties and Subsidiaries to modify their respective corporate compliance programs) as may be reasonable to attempt
to ensure continuing compliance in all material respects with all material applicable laws, ordinances, rules, regulations and
requirements (including, in all applicable material respects, any material Health Care Laws). Borrower will permit Agent and/or
any of its outside consultants to review such corporate compliance programs from time to time upon reasonable notice and during
normal business hours of Borrower.

6.12 Payment
of Debt
.

Except
as otherwise prescribed in the Loan Documents, Borrower shall pay, discharge or otherwise satisfy when due and payable (subject
to applicable grace periods and, in the case of trade payables, to ordinary course of payment practices) all of its material obligations
and liabilities, except when the amount or validity thereof is being contested in good faith by appropriate proceedings and appropriate
reserves shall have been made in accordance with GAAP consistently applied.

6.13 Collateral
Access Agreements
.

Borrower
shall use commercially reasonable efforts to provide to Agent fully executed (except by Agent and the Lenders) Collateral Access
Agreements reasonably requested by Agent with respect to the Collateral that are not otherwise subject to a Collateral Access Agreement
as of the Closing Date; provided, that Borrower shall not be required to provide Collateral Access Agreements for freezers maintained
on consignment with third parties in the ordinary course of business.

6.14 Post-Closing
Requirements
.

As
soon as possible following the Closing Date (and, in any event, no later than November 30, 2019), Borrower shall deliver to Agent
certificates or other evidence of insurance in relation to Parent and its Subsidiaries in effect as required by Section 6.3(c)
et (d), with endorsements naming Agent as lenders’ loss payee and/or additional insured, as applicable, all in form
and substance reasonably acceptable to Agent.

Section 7 Negative Covenants.

Until
all Obligations have been Paid in Full, Borrower agrees that, unless at any time Agent shall otherwise expressly consent in writing,
in its sole discretion, it will:

7.1 Les dettes.

Not, and not permit
any other Loan Party to, create, incur, assume or suffer to exist any Debt, except:

(a) Obligations
under this Agreement and the other Loan Documents;

(b) Debt
under any Approved AR Loan Facility;

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44

(c)
Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) arba Section 7.2(o)
and extensions, renewals and re-financings thereof; jeigu that the aggregate amount of all such Debt permitted under
Section 7.2(d) at any time outstanding shall not exceed $500,000;

(d) Debt
with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation;

(e) Debt
(i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment
of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business,
assets or Subsidiary of Borrower otherwise permitted hereunder, (ii) representing deferred compensation to employees of any Loan
Party incurred in the ordinary course of business, and (iii) representing customer deposits and advance payments received in the
ordinary course of business from customers for goods purchased in the ordinary course of business;

(f) Debt
with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services,
overdraft protection and similar arrangements, in each case incurred in the ordinary course of business;

(g)
Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment
compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section
7.2(e)
;

(h) (Reserved)

(i) Debt
incurred in connection with Borrower’s corporate credit card program in place as of such date of determination; jeigu
that the aggregate amount of all such Debt at any time outstanding shall not exceed $500,000; et

(j) unsecured
Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary
course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $500,000.

7.2 Liens.

Not,
and not permit any other Loan Party to, create or permit to exist any Lien on any of its real or personal properties, assets or
rights of whatsoever nature (whether now owned or hereafter acquired), except:

(a) Liens
for taxes or other governmental charges not at the time delinquent or thereafter payable without penalty or being diligently contested
in good faith by appropriate proceedings and, in each case, for which it maintains adequate reserves in accordance with GAAP and
with respect to which no execution or other enforcement has occurred;

(b)
Liens arising in the ordinary course of business (including without limitation (i) Liens of carriers, warehousemen,
mechanics, landlords and materialmen and other similar Liens imposed by law and (ii) Liens incurred in connection with
worker’s compensation, unemployment compensation and other types of social security (excluding Liens arising under
ERISA that secure an amount in excess of $250,000) or in connection with surety bonds, bids, tenders, performance bonds,
trade contracts not for borrowed money, licenses, statutory obligations and similar obligations) for sums not overdue or
being diligently contested in good faith by appropriate proceedings and not involving any deposits or advances or borrowed
money or the deferred purchase price of property or services and, in each case, for which it maintains adequate reserves in
accordance with GAAP and with respect to which no execution or other enforcement of which is effectively stayed;

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45

(c) Liens
described on Schedule 7.2 as of the Closing Date (other than Liens being released at the closing under this Agreement) and
the replacement, extension or renewal of any Lien permitted by this clause (c) upon or in the same property subject thereto
arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof);

(d) subject
to the limitation set forth in Section 7.1(c), (i) Liens arising in connection with Capital Leases (and attaching only to
the property being leased), (ii) Liens on any property securing debt incurred for the purpose of financing all or any part of the
cost of acquiring or improving such property; jeigu that any such Lien attaches to such property within ninety (90) days
of the acquisition or improvement thereof and attaches solely to the property so acquired or improved, and (iii) the replacement,
extension or renewal of a Lien permitted by one of the foregoing clauses (i) arba (ii) in the same property subject
thereto arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof);

(e) Liens
relating to litigation bonds and attachments, appeal bonds, judgments and other similar Liens arising in connection with any judgment
or award that is not an Event of Default hereunder;

(f) easements,
rights of way, restrictions, minor defects or irregularities in title and other similar Liens not interfering in any material respect
with the ordinary conduct of the business of Borrower or any Subsidiary;

(g) Liens
arising under the Loan Documents;

(h) the
replacement, extension or renewal of any Lien permitted by clause (c) above upon or in the same property subject thereto
arising out of the extension, renewal or replacement of the Debt secured thereby (without increase in the amount thereof);

(i) any
interest or title of a licensor, sublicensor, lessor or sublessor under any license, lease, sublicense or sublease agreement to
the extent limited to the item licensed or leased;

(j) (i) Liens
of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection and (ii) customary
set off rights of deposit banks with respect to deposit accounts maintained at such deposit banks or which are contained in standard
agreements for the opening of an account with a bank;

(k) Liens
arising from precautionary filings of financing statements under the Uniform Commercial Code or similar legislation of any applicable
jurisdiction in respect of operating leases permitted hereunder and entered into by a Loan Party in the ordinary course of business;

(l)
Liens attaching to cash earnest money deposits in connection with any letter of intent or purchase agreement permitted hereunder
or indemnification other post-closing escrows or holdbacks;

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46

(m) Liens incurred with respect to Hedging
Obligations incurred for bona fide hedging purposes and not for speculation;

(n) Liens
to secure obligations of a Loan Party to another Loan Party;

(o) Liens
arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods in the ordinary course
of business; et

(p) Liens
securing an Approved AR Loan Facility.

7.3 Dividends;
Redemption of Equity Interests
.

Not
(a) declare, pay or make any dividend or distribution on any Equity Interests or other securities or ownership interests, (b) apply
any of its funds, property or assets to the acquisition, redemption or other retirement of any Equity Interests or other securities
or interests or of any options to purchase or acquire any of the foregoing, (c) otherwise make any payments, dividends or distributions
to any member, manager, managing member, stockholder, director or other equity owner in such Person’s capacity as such other
than in compliance with Section 7.7 hereof, or (d) make any payment of any management, service or related or similar fee
to any Affiliate or holder of Equity Interests of Borrower other than in compliance with Section 7.7 hereof; jeigu,
that (i) so long as no Default or Event of Default has occurred or is continuing, or would be caused by such distribution, Borrower
shall be permitted to pay dividends or make distributions to the holder of Equity Interests of Borrower in an amount necessary
for such Persons to pay taxes existing from such Person’s ownership of such Equity Interests in Borrower.

7.4 Mergers;
Consolidations; Asset Sales
.

(a) Not
be a party to any amalgamation or any other form of merger or consolidation, unless agreed to by Agent in its sole discretion,
nor permit any other Loan Party to be a party to any amalgamation or any other form of merger or consolidation, unless agreed to
by Agent in its reasonable discretion.

(b)
Not, and not permit any other Loan Party to, sell, transfer, dispose of, convey or lease any of its assets or Equity
Interests, or sell or assign with or without recourse any receivables, except for (i) sales of inventory in the ordinary
course of business for at least fair market value, (ii) transfers, destruction or other disposition of inventory or obsolete
or worn-out assets in the ordinary course of business and any other sales and dispositions of assets (excluding (A) any
equity interests of Borrower or any Subsidiary or (B) sales of inventory described in clause (i) above) for at least
fair market value (as determined by the Board of Directors of Borrower) so long as the net book value of all assets sold or
otherwise disposed of in any Fiscal Year does not exceed $250,000 with respect to sales and dispositions made pursuant to
tai clause (ii), (iii) sales and dispositions to Loan Parties, (iv) leases, licenses, subleases and sublicenses
entered into in the ordinary course of business, (v) sales and exchanges of Cash Equivalent Investments to the extent
otherwise permitted hereunder, (vi) Liens expressly permitted under Section 7.2 and transactions expressly permitted
auteur Section 7.4(a) arba 7.10, (vii) sales or issuances of Equity Interests by Borrower, (viii) issuances of Equity
Interests by any Loan Party to any other Loan Party, (ix) dispositions in the ordinary course of business consisting of the
abandonment of intellectual property rights which, in the reasonable good faith determination of Borrower, are not material
to the conduct of the business of the Loan Parties, (x) a cancellation of any intercompany Debt among the Loan Parties, (xi)
a disposition which constitutes an insured event or pursuant to a condemnation, “eminent domain” or similar
proceeding, (xii) sales and dispositions among Subsidiaries of Borrower, and (xiii) exchanges of existing equipment for new
equipment that is substantially similar to the equipment being exchanged and that has a value equal to or greater than the
equipment being exchanged.

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47

(c)
Notwithstanding any provision in this Agreement or any other Loan Documents to the contrary, the prior consent of Agent shall
not be required in connection with the licensing or sublicensing of Intellectual Property pursuant to collaborations, licenses
or other strategic transactions with third parties executed (i) in the normal course of a Loan Party’s business, (ii) on
an arms-length basis and (iii) prior to an Event of Default (“Permitted Licenses”).

7.5 Modification
of Organizational Documents
.

Not
permit the charter, by-laws or other organizational documents of Borrower or any other Loan Party to be amended or modified in
any way which could reasonably be expected to materially and adversely affect the interests of Agent or any Lender. An amendment
to Borrower’s certificate of incorporation to increase Borrower’s authorized capital stock shall not be deemed to adversely
affect the interests of Agent or any Lender.

7.6 Use
of Proceeds
.

Use
the proceeds of the Loans solely for payment of the consideration for the transactions described in Section 4.10 above,
working capital, for fees and expenses related to the negotiation, execution, delivery and closing of this Agreement and the other
Loan Documents and the transactions contemplated hereby and thereby and for other general business purposes of Borrower and its
Subsidiaries, and not use any proceeds of any Loan or permit any proceeds of any Loan to be used, either directly or indirectly,
for the purpose, whether immediate, incidental or ultimate, of “purchasing or carrying” any Margin Stock.

7.7 Transactions
with Affiliates
.

Not,
and not permit any other Loan Party to, enter into, or cause, suffer or permit to exist any transaction, arrangement or contract
with any of its other Affiliates, which is on terms which are less favorable than are obtainable from any Person which is not one
of its Affiliates, other than (i) reasonable compensation and indemnities to, benefits for, reimbursement of expenses of, and employment
arrangements with, officers, employees and directors in the ordinary course of business, (ii) transactions among Loan Parties and
(iii) transactions pursuant to agreements in existence on the Closing Date and set forth on Schedule 7.7.

7.8 Inconsistent
Agreements
.

Not,
and not permit any other Loan Party to, enter into any agreement containing any provision which would (a) be violated or
breached by any borrowing by Borrower hereunder or by the performance by Borrower or any other Loan Party of any of its
Obligations hereunder or under any other Loan Document, (b) prohibit Borrower or any other Loan Party from granting to Agent
and Lenders a Lien on any of its assets or (c) create or permit to exist or become effective any encumbrance or restriction
on the ability of any other Loan Party to (i) pay dividends or make other distributions to Borrower or any other Subsidiary,
or pay any Debt owed to Borrower or any other Subsidiary, (ii) make loans or advances to Borrower or any other Loan Party or
(iii) transfer any of its assets or properties to Borrower or any other Loan Party, other than, in the cases of išlygos
(b)
et (c), (A) restrictions or conditions imposed by any agreement relating to purchase money Debt, Capital
Leases and other secured Debt or to leases and licenses permitted by this Agreement if such restrictions or conditions apply
only to the property or assets securing such Debt or the property leased or licensed, (B) customary provisions in leases and
other contracts restricting the assignment thereof, (C) restrictions and conditions imposed by law, (D) those arising under
any Loan Document or any loan documents governing an Approved AR Loan Facility and (E) customary provisions in contracts for
the disposition of any assets; jeigu that the restrictions in any such contract shall apply only to the assets or
Subsidiary that is to be disposed of and such disposition is permitted hereunder.

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48

7.9 Business
Activities
.

Not,
and not permit any other Loan Party to, engage in any line of business other than the businesses engaged in on the Closing Date
and businesses reasonably related thereto. Not, and not permit any other Loan Party to, issue any Equity Interest other than (a)
Equity Interests of Borrower that do not require any cash dividends or other cash distributions to be made prior to the Obligations
being Paid in Full, (b) any issuance by a Subsidiary to Borrower or another Subsidiary in accordance with Section 7.4 arba
Section 7.10, or (c) any issuance of directors’ qualifying shares as required by applicable law.

7.10 Investments.

Not,
and not permit any other Loan Party to, make or permit to exist any Investment in any other Person, except the following:

(a) The
creation of any Wholly-Owned Subsidiary and contributions by Borrower to the capital of any Wholly-Owned Subsidiary of Borrower,
so long as the recipient of any such contribution has guaranteed the Obligations and such guaranty is secured by a pledge of all
of its equity interests and substantially all of its real and personal property, in each case in accordance with Section 6.8;

(b) Cash
Equivalent Investments;

(c) bank
deposits in the ordinary course of business;

(d) Investments
listed on Schedule 7.10 as of the Closing Date, together with any roll-over or reinvestment of such Investment(s);

(e) any
purchase or other acquisition by Borrower or any Wholly-Owned Subsidiary of Borrower of the assets or equity interests of any Subsidiary
of Borrower;

(f) transactions
among Loan Parties permitted by Section 7.4;

(g) Hedging
Obligations permitted under Section 7.1(c);

(h) (i)
advances given to employees and directors in the ordinary course of business and (ii) other emergency or special circumstance advances
given to employees not to exceed in the case of clauses (i) et (ii) taken together $100,000 in the aggregate outstanding
at any time;

(i) lease,
utility and other similar deposits made in the ordinary course of business and trade credit extended in the ordinary course of
business;

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49

(j) Investments consisting of the non-cash portion of the
consideration received in respect of Dispositions permitted hereunder;

(k) Investments
resulting from or otherwise constituting Acquisitions not to exceed $500,000 in the aggregate during any calendar year of the term
of this Loan; jeigu that for purposes of calculating such aggregate annual Investments during any calendar year, such
calculation shall exclude (i) any payments made by or on behalf of Borrower based solely on actual sales, revenues or other income-related
metrics, (ii) any payments to be made in relation to such Investment after the Term Loan Maturity Date and (iii) any payments made
during such calendar year in relation to Products in existence as of the Closing Date and/or Investments made by Borrower prior
to the Closing Date;

(l) Investments
permitted by Borrower or any Loan Party as a result of the receipt of insurance and/or condemnation proceeds in accordance with
the Loan Documents; et

(m) Investments
(i) received as a result of the bankruptcy or reorganization of any Person or taken in settlement of or other resolution of claims
or disputes or (ii) in securities of customers and suppliers received in connection with the bankruptcy or reorganization of, or
settlement of delinquent accounts and bona fide disputes with, customers and suppliers, and, in each case, extensions, modifications
and renewals thereof.

7.11 Restriction
of Amendments to Certain Documents
.

Not,
nor permit any Loan Party to, amend or otherwise modify in any material manner, or waive any rights under, any provisions of (i)
any loan documents governing an Approved AR Loan Facility (except that the terms of any Approved AR Loan Facility may be amended,
modified or otherwise waived to the extent permitted under the applicable Intercreditor Agreement), or (ii) any of the Material
Contracts (or any replacements thereof) set forth on Schedule 7.11 hereto (as such schedule may be updated by Agent from
time to time to include any Material Contracts that are entered into by a Loan Party from time to time after the Closing Date).

7.12 Fiscal
Year
.

Not change its Fiscal
Year.

7.13 Financial
Covenants

7.13.1 Consolidated
Unencumbered Liquid Assets
.

Not
permit the Consolidated Unencumbered Liquid Assets as measured on the last day of any Fiscal Quarter to be less than (a) as of
any date of determination where the Market Capitalization of Parent is of greater than or equal to $150,000,000, $1,000,000 or
(b), as of any date of determination where the aggregate Market Capitalization of Parent is less than $150,000,000, the greater
of (i) $1,000,000 or (ii) an amount equal to two hundred percent (200%) of the Operational Burn for the prior Fiscal Quarter.
For purposes of this Section 7.13, “Operational Burn” for any period being measured shall mean (A) the
aggregate cash flow from operations of Parent and its Subsidiaries mažiau (B) capital expenditures and changes in net working
capital (normalized for any non-recurring items; in the case of clauses (A) and (B) for the period being measured and as determined
in accordance with GAAP.

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50

7.13.2 Minimum
Aggregate Revenue
.

Not
permit the Aggregate Revenue for the twelve (12) consecutive month period ending on the last Business Day of any Fiscal Quarter
(commencing with the Fiscal Quarter in which the Closing Date occurs) to be less than $50,000,000. For purposes of clarification,
if Aggregate Revenue is calculated for a period that includes any period prior the consummation of the Merger, Aggregate Revenue
will include, without duplication, the combined aggregate of Net Sales, Royalties and any other income or revenue recognized by
Parent and/or its Subsidiaries, on one hand, and by Current Borrower and/or its Subsidiaries, on the other hand, for such period.
Notwithstanding the foregoing, any failure of Borrower to satisfy the requirements set forth in this Section 7.13.2 a
not otherwise constitute an Event of Default so long as Borrower maintains Consolidated Unencumbered Liquid Assets of at least
the greater of (i) $7,500,000 or (ii) an amount equal to four hundred percent (400%) of the Operational Burn for the prior Fiscal
Quarter at all times until the Borrower is otherwise in compliance with this Section 7.13.2.

7.13.3 Minimum
EBITDA
.

Not
either (a) fail to maintain an aggregate Market Capitalization of Parent greater than or equal to $150,000,000 or (b) to the extent
the aggregate Market Capitalization of Parent is less than $150,000,000 as of any date of determination, permit the EBITDA of Parent
and its Subsidiaries for the consecutive month period ending on the last Business Day of any Fiscal Quarter ending immediately
prior to such date of determination (designated by “Q” in the table below) to be less than the applicable amount set
forth in the table below for such period of measure set forth in the table below.

Minimum LTM EBITDA
as of the end of:

Six
(6) month period ending Q4 2019

-($6,000,000)
Nine (9) month period ending Q1 2020 -($6,500,000)
Twelve (12) month period ending Q2 2020 -($6,500,000)
Twelve (12) month period ending Q3 2020 -($4,000,000)
Twelve (12) month period ending Q4 2020 -($2,000,000)
Twelve (12) month period ending Q1 2021 -($1,000,000)
Twelve (12) month period ending Q2 2021 and each Fiscal Quarter thereafter $ 0

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51

Notwithstanding
the foregoing, any failure of Borrower to satisfy the requirements set forth in this Section 7.13.3 shall not otherwise
constitute an Event of Default so long as Borrower maintains Consolidated Unencumbered Liquid Assets of at least the greater of
(i) $7,500,000 or (ii) an amount equal to four hundred percent (400%) of the Operational Burn for the prior Fiscal Quarter at all
times until the Borrower is otherwise in compliance with this Section 7.13.3.

7.14 Deposit
Accounts
.

Not,
and not permit any other Loan Party, to maintain or establish any new Deposit Accounts other than (a) Exempt Accounts and (b) the
Deposit Accounts set forth on Schedule 7.14 (which Deposit Accounts constitute all of the Deposit Accounts, securities accounts
or other similar accounts maintained by the Loan Parties as of the Closing Date) without prior written notice to Agent. To the
extent such Deposit Account is not an Exempt Account or otherwise subject to the control of the lender(s) in relation to an Approved
AR Loan Facility, Borrower or such other applicable Loan Party and the bank or other financial institution at which the account
is to be opened after the Closing Date shall promptly enter into an Account Control Agreement in relation to such new account,
in form and substance reasonably acceptable to Agent.

7.15 Subsidiaries.

Not,
and not permit any other Loan Party to, in each case without the prior written consent of Agent in its sole discretion, establish
or acquire any Subsidiary unless (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii)
such Subsidiary shall have assumed and joined each Loan Document as a Loan Party pursuant to documentation acceptable to Agent
in its sole discretion and (iii) all other Loan Parties shall have reaffirmed all Obligations as well as all representations and
warranties under the Loan Documents (except to the extent such representations and warranties specifically relate to a prior date
only).

7.16 Regulatory
Matters
.

To
the extent that any of the following would reasonably be expected to result in a Material Adverse Effect, not, and not
permit any other Loan Party to, (i) make, and use commercially reasonable efforts to not permit any officer, employee or
agent of any Loan Party to make, any untrue statement of material fact or fraudulent statement to any Governmental Authority;
fail to disclose a material fact required to be disclosed to any Governmental Authority; or commit a material act, make a
material statement, or fail to make a statement in breach of CLIA or that could otherwise reasonably be expected to provide
the basis for CMS or any Governmental Authority to undertake action against such Loan Party, (ii) conduct any clinical
studies in the United States or sponsor the conduct of any clinical research in the United States, (iii) introduce into
commercial distribution any FDA Products which are, upon their shipment, adulterated or misbranded in violation of 21 U.S.C.
§ 331, (iv) make, and use commercially reasonable efforts to not permit any officer, employee or agent of any Loan Party
to make, any untrue statement of material fact or fraudulent statement to the FDA or any other Governmental Authority; žlugti
to disclose a material fact required to be disclosed to the FDA or any other Governmental Authority; or commit a material
act, make a material statement, or fail to make a statement in breach of the FD&C Act or that could otherwise reasonably
be expected to provide the basis for the FDA or any other Governmental Authority to invoke its policy respecting
“Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities,” as set forth in 56 Fed. Reg. 46191
(September 10, 1991), or (v) otherwise incur any material liability (whether actual or contingent) for failure to comply with
Health Care Laws.

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52

7.17
Name; Permits; Dissolution; Insurance Policies; Disposition of Collateral; Taxes; Trade Names.

Borrower
shall not, nor shall it permit any Loan Party to, (a) change its jurisdiction of organization or change its corporate name without
thirty (30) calendar days prior written notice to Agent; jeigu, kad, Agent hereby authorizes Parent to change
its corporate name to Misonix, Inc. so long as such name change takes place within five (5) Business Days of the date hereof and
Borrower gives Agent copies of all documents filed with the applicable Governmental Authority effectuating such change, (b) amend,
alter, suspend, terminate or make provisional in any material way, any Permit, the suspension, amendment, alteration or termination
of which could reasonably be expected to be, have or result in a Material Adverse Effect without the prior written consent of
Agent, which consent shall not be unreasonably withheld, (c) wind up, liquidate or dissolve (voluntarily or involuntarily) or
commence or suffer any proceedings seeking or that would result in any of the foregoing, (d) amend, modify, restate or change
any insurance policy in a manner adverse to Agent or Lenders, (e) engage, directly or indirectly, in any business other than as
set forth herein, (f) change its federal tax employer identification number or similar tax identification number under the relevant
jurisdiction or establish new or additional trade names without providing not less than thirty (30) days advance written notice
to Agent, or (g) revoke, alter or amend any Tax Information Authorization (on IRS Form 8821 or otherwise) or other similar authorization
mandated by the relevant Government Authority given to any Lender.

7.18 Truth
of Statements
.

Borrower
shall not knowingly furnish to Agent or any Lender any certificate or other document that contains any untrue statement of a material
fact or that omits to state a material fact necessary to make it not misleading in light of the circumstances under which it was
furnished.

Section 8 Events of
Default; Remedies
.

8.1 Events
of Default
.

Each of the following
shall constitute an Event of Default under this Agreement:

8.1.1 Non-Payment of Credit.

a)
Default in the payment when due of the principal of any Loan; (b) default in the payment of any Revenue-Based Payment on or before
the applicable Payment Date or, if there is any good faith dispute as to the amount of any Revenue-Based Payment required to be
paid with respect to any Fiscal Quarter, failure by Borrower, upon final resolution of such dispute (by agreement or non-appealable
judgment of a New York Court) to pay within fifteen (15) days after such final resolution the amount of any such Revenue-Based
Payment determined to be payable by it and not previously paid or (c) without duplication of clause (b) hereof, default, and continuance
thereof for five (5) Business Days, in the payment when due of any interest, fee, or other amount payable by any Loan Party hereunder
or under any other Loan Document.

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53

8.1.2 Default Under
Other Debt
.

Any
default shall occur under the terms applicable to any Debt of any Loan Party (excluding the Obligations) in an aggregate principal
amount (for all such Debt so affected and including undrawn committed or available amounts and amounts owing to all creditors under
any combined or syndicated credit arrangement) exceeding $250,000 and such default shall (a) consist of the failure to pay such
Debt when due (after giving effect to applicable grace periods), whether by acceleration or otherwise, or (b) accelerate the maturity
of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to
become due and payable (or require Borrower or any other Loan Party to purchase or redeem such Debt or post cash collateral in
respect thereof) prior to its expressed maturity.

8.1.3 Bankruptcy;
Insolvabilité
.

(a) Any
Loan Party shall (i) be unable to pay its debts generally as they become due, (ii) have filed against it a petition under any insolvency
statute, (iii) make a general assignment for the benefit of its creditors, (iv) commence a proceeding for the appointment of a
receiver, trustee, liquidator or conservator of itself or of the whole or any substantial part of its property or shall otherwise
be dissolved or liquidated, or (v) make an application or commence a proceeding seeking reorganization or liquidation or similar
relief under any Debtor Relief Law or any other applicable law; arba

(b) (i)
a court of competent jurisdiction shall (A) enter an order, judgment or decree appointing a custodian, receiver, trustee, liquidator
or conservator of any Loan Party or the whole or any substantial part of any of Loan Party’s properties, which shall continue
unstayed and in effect for a period of sixty (60) calendar days, (B) approve a petition or claim filed against any Loan Party seeking
reorganization, liquidation, appointment of a receiver, interim receiver, liquidator, conservator, trustee or special manager or
similar relief under the any Debtor Relief Law or any other applicable law, which is not dismissed within sixty (60) calendar days
or, (C) under the provisions of any Debtor Relief Law or other applicable law or statute, assume custody or control of any Loan
Party or of the whole or any substantial part of any of Loan Party’s properties, which is not irrevocably relinquished within
sixty (60) calendar days, or (ii) there is commenced against any Loan Party any proceeding or petition seeking reorganization,
liquidation or similar relief under any Debtor Relief Law or any other applicable law or statute, which (A) is not unconditionally
dismissed within sixty (60) calendar days after the date of commencement, or (B) is with respect to which Borrower takes any action
to indicate its approval of or consent.

8.1.4 Non-Compliance
with Loan Documents
.

a)
Failure by Borrower to comply with or to perform any covenant set forth in Section 7; or (b) failure by any Loan Party
to comply with or to perform any other provision of this Agreement or any other Loan Document applicable to it (and not constituting
an Event of Default under any other provision of this Section 8) and continuance of such failure described in this išlyga
(b)
for thirty (30) days after the earlier of any Loan Party becoming aware of such failure or notice thereof to Borrower
from Agent or any Lender.

8.1.5 Representations;
Warranties
.

Any
representation or warranty made by any Loan Party herein or any other Loan Document is false or misleading in any material
respect when made, or any schedule, certificate, financial statement, report, notice or other writing furnished by any Loan
Party to Agent or any Lender in connection herewith is false or misleading in any material respect on the date as of which
the facts therein set forth are stated or certified.

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54

8.1.6 Pension Plans.

(a) Institution of
any steps by any Person to terminate a Pension Plan if as a result of such termination any Loan Party or any member of the Controlled
Group could be required to make a contribution to such Pension Plan, or could incur a liability or obligation to such Pension Plan,
in excess of $250,000; (b) a contribution failure occurs with respect to any Pension Plan sufficient to give rise to a Lien under
Section 302(f) of ERISA securing obligations in excess of $250,000; or (c) there shall occur any withdrawal or partial withdrawal
from a Multiemployer Pension Plan and the withdrawal liability (without un-accrued interest) to Multiemployer Pension Plans as
a result of such withdrawal (including any outstanding withdrawal liability that Borrower or any other Loan Party or any member
of the Controlled Group have incurred on the date of such withdrawal) exceeds $250,000.

8.1.7 Judgments.

Final judgments which
exceed an aggregate of $250,000 (to the extent not adequately covered by insurance as to which the insurance company has not disclaimed
liability (provided that customary “reservation of rights” letters shall not be deemed to be disclaimers of liability))
shall be rendered against any Loan Party and shall not have been paid, discharged or vacated or had execution thereof stayed pending
appeal within sixty (60) calendar days after entry or filing of such judgments.

8.1.8 Invalidity of Loan Documents or Liens.

(a) Any
Loan Document shall cease to be in full force and effect otherwise in accordance with its express terms that results in a
material diminution of the rights and remedies afforded to Agent and/or Lenders or any other secured parties thereunder; (b)
any Loan Party (or any Person by, through or on behalf of any Loan Party) shall contest in any manner the validity, binding
nature or enforceability of any Loan Document; or (c) any Lien created pursuant to any Loan Document ceases to constitute a
valid first priority perfected Lien (subject to Permitted Liens and the terms of any Intercreditor Agreement) on any material
portion of the Collateral in accordance with the terms thereof, or Agent ceases to have a valid perfected first priority
security interest (subject to Permitted Liens and the terms of any Intercreditor Agreement) in any material portion of the
Collateral pledged to Agent, for the benefit of Lenders, pursuant to the Collateral Documents.

8.1.9 Invalidity of Subordination Provisions.

Any subordination provision
in any document or instrument governing any Approved AR Loan Facility or any subordination provision in the Intercreditor Agreement
shall cease to be in full force and effect, or any Loan Party shall contest in any manner the validity, binding nature or enforceability
of any such provision.

8.1.10 Change of Control.

A Change of Control
not otherwise permitted pursuant to Section 7.4 above shall occur that does not result in the payment in full of all Obligations
hereunder in accordance with Section 2.8.3.

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55

8.1.11 Certificate Withdrawals, Adverse Test or
Audit Results, and Other Matters
.

(a) The institution
of any proceeding by FDA, CMS, or any other Governmental Authority to order the withdrawal of any Product or Product category or
Service or Service category from the market or to enjoin LifeNet, Borrower or any of their respective Subsidiaries from manufacturing,
marketing, selling, distributing, or otherwise providing any Product or Product category or Service or Service category that could
reasonably be expected to have a Material Adverse Effect, (b) the institution of any action or proceeding by DEA, FDA, CMS, or
any other Governmental Authority to revoke, suspend, reject, withdraw, limit, or restrict any Required Permit held by LifeNet,
Borrower or their respective Subsidiary or any of their representatives, which, in each case, could reasonably be expected to have
a Material Adverse Effect, (c) the commencement of any enforcement action against LifeNet, Borrower or their respective Subsidiary
by DEA, FDA, CMS, or any other Governmental Authority that could reasonably be expected to have a Material Adverse Effect, (d)
the recall of any Products or Service from the market, the voluntary withdrawal of any Products or Service from the market, or
actions to discontinue the sale of any Products or Service that could reasonably be expected to have a Material Adverse Effect,
(e) the occurrence of adverse test, audit, or inspection results in connection with a Product or Service which could reasonably
be expected to have a Material Adverse Effect, (f) the occurrence of any event described in clauses (a) through (e)
above that would otherwise cause LifeNet or Borrower to be excluded from participating in any federal, provincial, state or local
health care programs under Section 1128 of the Social Security Act or any similar law or regulation; or (g) any termination of
the Manufacturing Agreement without Agent’s consent in its commercially reasonable discretion.

8.2 Remedies.

(a) If
any Event of Default described in Section 8.1.3 shall occur, the Loans and all other Obligations shall become immediately
due and payable without presentment, demand, protest or notice of any kind; and, if any other Event of Default shall occur and
be continuing, Agent may, and upon the written request of Required Lenders shall, declare all or any part of the Loans and other
Obligations to be due and payable, whereupon the Loans and other Obligations shall become immediately due and payable (in whole
or in part, as applicable), all without presentment, demand, protest or notice of any kind. Agent shall use commercially reasonable
efforts to promptly advise Borrower of any such declaration, but failure to do so shall not impair the effect of such declaration.

(b) In addition to
the acceleration provisions set forth in Section 8.2(a) above, upon the occurrence and continuation of an Event of Default,
Agent may (or shall at the request of Required Lenders) exercise any and all rights, options and remedies provided for in any
Loan Document, under the Uniform Commercial Code, any other applicable foreign or domestic laws or otherwise at law or in equity,
including, without limitation, the right to (i) apply any property of Borrower held by Agent to reduce the Obligations, (ii) foreclose
the Liens created under the Loan Documents, (iii) realize upon, take possession of and/or sell any Collateral or securities pledged,
with or without judicial process, (iv) exercise all rights and powers with respect to the Collateral as Borrower might exercise,
(v) collect and send notices regarding the Collateral, with or without judicial process, (vi) by its own means or with judicial
assistance, enter any premises at which Collateral and/or pledged securities are located, or render any of the foregoing unusable
or dispose of the Collateral and/or pledged securities on such premises without any liability for rent, storage, utilities, or
other sums, and Borrower shall not resist or interfere with such action, (vii) at Borrower’s expense, require that all or
any part of the Collateral be assembled and made available to Agent, for the benefit of Lenders, or Required Lenders at any place
reasonably designated by Required Lenders in their sole discretion and/or relinquish or abandon any Collateral or securities pledged
or any Lien thereon. Notwithstanding the foregoing, Agent agrees that the rights of any licensees under any Permitted Licenses
shall not be terminated, limited or otherwise adversely affected in connection with any foreclosure so long as such licensees
are not otherwise in default under such Permitted Licenses in a way that would permit the licensor to terminate such Permitted
License.

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56

(c) The
enumeration of any rights and remedies in any Loan Document is not intended to be exhaustive, and all rights and remedies of Agent
and Lenders described in any Loan Document are cumulative and are not alternative to or exclusive of any other rights or remedies
which Agent and Lenders otherwise may have. The partial or complete exercise of any right or remedy shall not preclude any other
further exercise of such or any other right or remedy.

(d) Notwithstanding
any provision of any Loan Document, Agent, in its sole discretion shall have the right, but not any obligation, at any time that
Loan Parties fail to do so, subject to any applicable cure periods permitted by or otherwise set forth in the Loan Documents, and
from time to time, without prior notice, to: (i) discharge (at Borrower’s expense) taxes or Liens affecting any of the Collateral
that have not been paid in violation of any Loan Document or that jeopardize Agent’s Lien priority in the Collateral; arba
(ii) make any other payment (at Borrower’s expense) for the administration, servicing, maintenance, preservation or protection
of the Collateral (each such advance or payment set forth in clauses (i) and (ii) herein, a “Protective Advance”).
Agent shall be reimbursed for all Protective Advances pursuant to Section 2.9.1(b) and/or Section 2.10, as applicable,
and any Protective Advances shall bear interest at the Default Rate from the date such Protective Advance is paid by Agent until
it is repaid. No Protective Advance by Agent shall be construed as a waiver by Agent, or any Lender of any Default, Event of Default
or any of the rights or remedies of Agent or any Lender under any Loan Document.

Section 9 Agent.

9.1 Appointment;
Authorization
.

Each Lender hereby irrevocably
appoints, designates and authorizes Agent to take such action on its behalf under the provisions of this Agreement and each other
Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement
or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the
contrary contained elsewhere in this Agreement or in any other Loan Document, Agent shall not have any duty or responsibility except
those expressly set forth herein, nor shall Agent have or be deemed to have any fiduciary relationship with any Lender, and no
implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other
Loan Document or otherwise exist against Agent.

9.2 Delegation
of Duties
.

Agent may execute any
of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties. Agent shall not be responsible for the negligence
or misconduct of any agent or attorney-in-fact that it selects with reasonable care.

9.3 Limited
Liability
.

None of Agent or
any of its directors, officers, employees or agents shall (a) be liable for any action taken or omitted to be taken by any of
them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except to
the extent resulting from its own gross negligence or willful misconduct as determined by a court of competent jurisdiction),
or (b) be responsible in any manner to any Lender for any recital, statement, representation or warranty made by any Loan
Party or Affiliate of any Loan Party, or any officer thereof, contained in this Agreement or in any other Loan Document, or
in any certificate, report, statement or other document referred to or provided for in, or received by Agent under or in
connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document (or the creation, perfection or priority of any Lien or security
interest therein), or for any failure of any Loan Party or any other party to any Loan Document to perform its Obligations
hereunder or thereunder. Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document,
or to inspect the properties, books or records of any Loan Party or Affiliate of any Loan Party.

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9.4 Reliance.

Agent shall be entitled
to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter,
telegram, facsimile, telex or telephone message, statement or other document believed by it to be genuine and correct and to have
been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to
any Loan Party), independent accountants and other experts selected by Agent. Agent shall be fully justified in failing or refusing
to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of
Required Lenders (or all Lenders if expressly required hereunder) as it deems appropriate and, if it so requests, confirmation
from Lenders of their obligation to indemnify Agent against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. Agent shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement or any other Loan Document in accordance with a request or consent of Required Lenders (or all Lenders if
expressly required hereunder) and such request and any action taken or failure to act pursuant thereto shall be binding upon each
Lender.

9.5 Notice
of Default
.

Agent shall not be deemed
to have knowledge or notice of the occurrence of any Event of Default or Default except with respect to defaults in the payment
of principal, interest and fees required to be paid to Agent for the account of Lenders, unless Agent shall have received written
notice from a Lender or Borrower referring to this Agreement, describing such Event of Default or Default and stating that such
notice is a “notice of default”. Agent will notify Lenders of its receipt of any such notice or any such default in
the payment of principal, interest and fees required to be paid to Agent for the account of Lenders. Agent shall take such action
with respect to such Event of Default or Default as may be requested by Required Lenders in accordance with Section 8.2;
jeigu that unless and until Agent has received any such request, Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Event of Default or Default as it shall deem advisable or in the
best interest of Lenders.

9.6 Credit
Decision
.

Each Lender
acknowledges that Agent has not made any representation or warranty to it, and that no act by Agent hereafter taken,
including any review of the affairs of Borrower and the other Loan Parties, shall be deemed to constitute any representation
or warranty by Agent to any Lender. Each Lender represents to Agent that it has, independently and without reliance upon
Agent and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation
into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower, and made
its own decision to enter into this Agreement and to extend credit to Borrower hereunder. Each Lender also represents that it
will, independently and without reliance upon Agent and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this
Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the
business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Except for
notices, reports and other documents expressly herein required to be furnished to Lenders by Agent, Agent shall not have any
duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects,
operations, property, financial or other condition or creditworthiness of any Loan Party which may come into the possession
of Agent.

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9.7 Indemnification.

Whether or not the transactions
contemplated hereby are consummated, each Lender shall indemnify upon demand Agent and its directors, officers, employees and agents
(to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), based on such
Lender’s Pro Rata Term Loan Share, from and against any and all actions, causes of action, suits, losses, liabilities, damages
and expenses, including Legal Costs, except to the extent any thereof result from the applicable Person’s own gross negligence
or willful misconduct, as determined by a court of competent jurisdiction. Without limitation of the foregoing, each Lender shall
reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Legal Costs) incurred by Agent
in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement,
any other Loan Document, or any document contemplated by or referred to herein, to the extent that Agent is not reimbursed for
such expenses by or on behalf of Borrower. The undertaking in this Section 9.7 shall survive repayment of the Loans, cancellation
of the Notes, any foreclosure under, or modification, release or discharge of, any or all of the Collateral Documents, termination
of this Agreement and the resignation or replacement of Agent.

9.8 Agent
Individually
.

SWK and its Affiliates
may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other business with any Loan Party and any Affiliate
of any Loan Party as though SWK were not Agent hereunder and without notice to or consent of any Lender. Each Lender acknowledges
that, pursuant to such activities, SWK or its Affiliates may receive information regarding Loan Parties or their Affiliates (including
information that may be subject to confidentiality obligations in favor of any such Loan Party or such Affiliate) and acknowledge
that Agent shall be under no obligation to provide such information to them. With respect to their Loans (if any), SWK and its
Affiliates shall have the same rights and powers under this Agreement as any other Lender and may exercise the same as though SWK
were not Agent, and the terms “Lender” and “Lenders” include SWK and its Affiliates, to the extent applicable,
in their individual capacities.

9.9 Successor
Agent
.

Agent may resign
as Agent at any time upon 30 days’ prior notice to Lenders and Borrower (unless during the existence of an Event of
Default such notice is waived by Required Lenders). If Agent resigns under this Agreement, Required Lenders shall, with (so
long as no Event of Default exists) the consent of Borrower (which shall not be unreasonably withheld or delayed), appoint
from among Lenders a successor agent for Lenders. If no successor agent is appointed prior to the effective date of the
resignation of Agent, Agent may appoint, on behalf of, and after consulting with Lenders and (so long as no Event of Default
exists) Borrower, a successor agent from among Lenders. Upon the acceptance of its appointment as successor agent hereunder,
such successor agent shall succeed to all the rights, powers and duties of the retiring Agent and the term
“Agent” shall mean such successor agent, and the retiring Agent’s appointment, powers and duties as Agent
shall be terminated. After any retiring Agent’s resignation hereunder as Agent becomes effective, the provisions of
tai Section 9 et Sections 10.4 et 10.5 shall continue to inure to its benefit as to any actions taken
or omitted to be taken by it while it was Agent under this Agreement. If no successor agent has accepted appointment as Agent
by the date which is thirty (30) days following a retiring Agent’s notice of resignation, the retiring Agent’s
resignation shall nevertheless thereupon become effective and Lenders shall perform all of the duties of Agent hereunder
until such time, if any, as Required Lenders appoint a successor agent as provided for above; jeigu that in the
case of any collateral security held by Agent on behalf of the Lenders under any of the Loan Documents, the retiring
Agent shall continue so to hold such collateral security until such time as a successor Agent is appointed and the provisions
iš to Section 9 et Sections 10.4 et 10.5 shall continue to inure to its benefit so long as retiring
Agent shall continue to so hold such collateral security. Upon the acceptance of a successor’s appointment as Agent
hereunder, the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan
Documents in respect of the Collateral.

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9.10 Collateral and Guarantee Matters.

Lenders irrevocably authorize
Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i)
when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection
with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood
that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition
of property being made in compliance with this Agreement); or (iii) subject to Section 10.1, if approved, authorized or
ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty
under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or
is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver
or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an
officer of Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its
interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood
that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted
auteur Section 7.1). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release,
or subordinate its interest in, particular types or items of Collateral pursuant to this Section 9.10.

Agent shall release any
Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect
of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder
(it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower
as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 10.1,
if directed to do so in writing by Required Lenders.

In furtherance of the
foregoing, Agent agrees to execute and deliver to Borrower, at Borrower’s expense, such termination and release documentation
as Borrower may reasonably request to evidence a Lien release that occurs pursuant to terms of this Section 9.10.

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9.11 Intercreditor
Agreements
.

Each Lender hereby irrevocably
appoints, designates and authorizes Agent to enter into one or more intercreditor agreements in relation to any other Debt of Borrower
entered into in accordance with this Agreement or as otherwise approved by Required Lenders, on its behalf and to take such action
on its behalf under the provisions of any such agreement (subject to the last sentence of this Section 9.11). Each Lender
further agrees to be bound by the terms and conditions of any such intercreditor agreement. Each Lender hereby authorizes Agent
to issue blockages notices in connection with any such Debt of Borrower and such intercreditor agreement, or any replacement intercreditor
agreement, at the direction of Required Lenders.

9.12 Actions
in Concert
.

For the sake of clarity,
each Lender hereby agrees with each other Lender that no Lender shall take any action to protect or enforce its rights arising
out of this Agreement, the Notes or any other Loan Document (including exercising any rights of setoff) without first obtaining
the prior written consent of Agent and Required Lenders, it being the intent of Lenders that any such action to protect or enforce
rights under this Agreement, the Notes and the other Loan Documents shall be taken in concert and at the direction or with the
consent of Agent or Required Lenders.

Section 10 Miscellaneous.

10.1 Waiver; Amendements.

(a) Except as otherwise expressly provided in
this Agreement, no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or any
of the other Loan Documents shall in any event be effective unless the same shall be in writing and signed by Borrower (with
respect to Loan Documents to which Borrower is a party), by Lenders having aggregate Pro Rata Term Loan Shares of not less
than the aggregate Pro Rata Term Loan Shares expressly designated herein with respect thereto or, in the absence of such
express designation herein, by Required Lenders, and then any such amendment, modification, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given; jeigu, vis dėlto,
that:

(i) no
such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders directly affected thereby,
in addition to Required Lenders and Borrower, do any of the following: (A) increase any of the Commitments (jeigu kad
only the Lenders participating in any such increase of the Commitments shall be considered directly affected by such increase),
(B) extend the date scheduled for payment of any principal of (except as otherwise expressly set forth below in clause (C))
or interest on the Loans or any fees or other amounts payable hereunder or under the other Loan Documents, or (C) reduce the principal
amount of any Loan, the amount or rate of interest thereon (jeigu that Required Lenders may rescind an imposition of
default interest pursuant to Section 2.6.1), or any fees or other amounts payable hereunder or under the other Loan Documents;
et

(ii) no
such amendment, modification, waiver or consent shall, unless in writing and signed by all of the Lenders in addition to Borrower
(with respect to Loan Documents to which Borrower is a party), and each such other Loan Party, do any of the following: (A) release
any material guaranty under the Guarantee and Collateral Agreement or release all or substantially all of the Collateral granted
under the Collateral Documents, except as otherwise specifically provided in this Agreement or the other Loan Documents, (B) change
the definition of Required Lenders, (C) change any provision of this Section 10.1, (D) amend the provisions of Section
2.10.2
, or (E) reduce the aggregate Pro Rata Term Loan Shares required to effect any amendment, modification, waiver or consent
under the Loan Documents.

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(b) No
amendment, modification, waiver or consent shall, unless in writing and signed by Agent, in addition to Borrower and Required Lenders
(or all Lenders directly affected thereby or all of the Lenders, as the case may be, in accordance with the provisions above),
affect the rights, privileges, duties or obligations of Agent (including without limitation under the provisions of Section
9), under this Agreement or any other Loan Document.

(c) No
delay on the part of Agent or any Lender in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall
any single or partial exercise by any of them of any right, power or remedy preclude other or further exercise thereof, or the
exercise of any other right, power or remedy.

10.2 Notices.

All notices hereunder
shall be in writing (including via electronic mail) and shall be sent to the applicable party at its address shown on Annex
II
or at such other address as such party may, by written notice received by the other parties, have designated as its address
for such purpose. Notices sent by electronic mail transmission shall be deemed to have been given when sent if sent during regular
business hours on a Business Day, otherwise, such deemed delivery will be effective as of the next Business Day; notices sent by
mail shall be deemed to have been given five (5) Business Days after the date when sent by registered or certified mail, first
class postage prepaid; and notices sent by hand delivery or overnight courier service shall be deemed to have been given when received.
Borrower, Agent and Lenders each hereby acknowledge that, from time to time, Agent, Lenders and Borrower may deliver information
and notices using electronic mail.

10.3 Computations.

Unless otherwise specifically
provided herein, any accounting term used in this Agreement (including in Section 7.13 or any related definition) shall
have the meaning customarily given such term in accordance with GAAP, and all financial computations (including pursuant to Section
7.13
and the related definitions, and with respect to the character or amount of any asset or liability or item of income or
expense, or any consolidation or other accounting computation) hereunder shall be computed in accordance with GAAP consistently
applied; jeigu that if Borrower notifies Agent that Borrower wishes to amend any covenant in Section 7.13 (or
any related definition) to eliminate or to take into account the effect of any change in GAAP on the operation of such covenant
(or if Agent notifies Borrower that Required Lenders wish to amend Section 7.13 (or any related definition) for such purpose),
then Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant
change in GAAP became effective, until either such notice is withdrawn or such covenant (or related definition) is amended in a
manner satisfactory to Borrower and Required Lenders. The explicit qualification of terms or computations by the phrase “in
accordance with GAAP” shall in no way be construed to limit the foregoing. Notwithstanding any other provision contained
herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios
referred to herein shall be made, without giving effect to any election under Statement of Financial Accounting Standards 159 (Codification
of Accounting Standards 825-10) to value any Debt or other liabilities of any Loan Party or any Subsidiary at “fair value”,
as defined therein.

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10.4 Costs;
Expenses
.

Borrower agrees to pay
on demand the reasonable, out-of-pocket costs and expenses of (a) Agent (including Legal Costs) in connection with (i) the preparation,
execution, syndication and delivery (including perfection and protection of Collateral) of this Agreement, the other Loan Documents
and all other documents provided for herein or delivered or to be delivered hereunder or in connection herewith, (ii) the administration
of the Loans and the Loan Documents, and (iii) any proposed or actual amendment, supplement or waiver to any Loan Document, and
(b) Agent and Lenders (including Legal Costs) in connection with the collection of the Obligations and enforcement of this Agreement,
the other Loan Documents or any such other documents. In addition, Borrower agrees to pay and to save Agent and Lenders harmless
from all liability for, any fees of Borrower’s auditors in connection with any reasonable exercise by Agent and Lenders of
their rights pursuant to and to the extent provided in Section 6.2. All Obligations provided for in this Section 10.4
shall survive repayment of the Loans, cancellation of the Notes, and termination of this Agreement.

10.5 Indemnification by Borrower.

In consideration of
the execution and delivery of this Agreement by Agent and Lenders and the agreement to extend the Commitments provided hereunder,
Borrower hereby agrees to indemnify, exonerate and hold Agent, each Lender and each of the officers, directors, employees, Affiliates
and agents of Agent and each Lender (each a “Lender Party”) free and harmless from and against any and all
actions, causes of action, suits, losses, liabilities, damages and expenses, including Legal Costs but expressly excluding any
consequential, special or lost profits damages (collectively, the “Indemnified Liabilities”), incurred by Lender
Parties or any of them as a result of, or arising out of, or relating to any act or omission of any Loan Party or any of their
respective officers, directors or agents, including, without limitation, (a) any tender offer, merger, purchase of equity interests,
purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly,
with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment
or disposal of any Hazardous Substance at any property owned or leased by Borrower or any other Loan Party, (c) any violation
of any Environmental Laws with respect to conditions at any property owned or leased by any Loan Party or the operations conducted
thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Loan Party or their respective predecessors
are alleged to have directly or indirectly disposed of Hazardous Substances or (e) the execution, delivery, performance or enforcement
of this Agreement or any other Loan Document by any Lender Party, except to the extent any such Indemnified Liabilities result
solely from (i) the applicable Lender Party’s own gross negligence or willful misconduct as finally determined by a court
of competent jurisdiction in a non-appealable judgment or (ii) a claim brought by the Borrower or any other Loan Party against
a Lender Party for a material breach in bad faith of such Lender Party’s obligations hereunder or under any other Loan Document,
if the Borrower or such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by
a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Borrower
hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is
permissible under applicable law. All Obligations provided for in this Section 10.5 shall survive repayment of the Loans,
cancellation of the Notes, any foreclosure under, or any modification, release or discharge of, any or all of the Collateral Documents
and termination of this Agreement.

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10.6 Marshaling; Payments Set Aside.

Neither Agent nor
any Lender shall be under any obligation to marshal any assets in favor of Borrower or any other Person or against or in
payment of any or all of the Obligations. To the extent that Borrower makes a payment or payments to Agent or any Lender, or
Agent or any Lender enforces its Liens or exercises its rights of set-off, and such payment or payments or the proceeds of
such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set
aside or required (including pursuant to any settlement entered into by Agent or any Lender in its discretion) to be repaid
to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise,
then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder or part
thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had
not been made or such enforcement or setoff had not occurred and (b) each Lender severally agrees to pay to Agent upon demand
its ratable share of the total amount so recovered from or repaid by Agent to the extent paid to such Lender.

10.7 Nonliability of Lenders.

The relationship between
Borrower on the one hand and Lenders and Agent on the other hand shall be solely that of borrower and lender. Neither Agent nor
any Lender shall have any fiduciary responsibility to Borrower. Neither Agent nor any Lender undertakes any responsibility to Borrower
to review or inform Borrower of any matter in connection with any phase of Borrower’s business or operations. To the fullest
extent permitted under applicable law, execution of this Agreement by Borrower constitutes a full, complete and irrevocable release
of any and all claims which Borrower may have at law or in equity in respect of all prior discussions and understandings, oral
or written, relating to the subject matter of this Agreement and the other Loan Documents. Neither Agent nor any Lender shall have
any liability with respect to, and Borrower hereby, to the fullest extent permitted under applicable law, waives, releases and
agrees not to sue for, any special, indirect, punitive or consequential damages or liabilities.

10.8 Assignments.

10.8.1 Assignments.

(a) Any Lender may at any time assign to one
or more Persons (other than a Loan Party and their respective Affiliates) (any such Person, an “Assignee”)
all or any portion of such Lender’s Loans and Commitments, with the prior written consent of Agent, and, so long as no
Default or Event of Default has occurred and is continuing, Borrower (which consents shall not be unreasonably withheld or
delayed), provided, however, that no such consent(s) shall be required:

(i) de
Borrower
for an assignment by a Lender to another Lender or an Affiliate of a Lender or an Approved Fund of a Lender, but
such Lender will give written notice to Borrower of any such assignment;

(ii) de
Agent
for an assignment by a Lender to an Affiliate of a Lender or an Approved Fund of a Lender;

(iii) de
Borrower or Agent
for an assignment by SWK Funding LLC, as a Lender, to any Person for which SWK Advisors LLC acts as an investment
advisor (or any similar type of representation or agency) pursuant to a written agreement, but SWK Funding LLC will give written
notice to Borrower of any such assignment;

(iv) de
Borrower or Agent
for an assignment by a Lender of its Loans and its Note as collateral security to a Federal Reserve Bank
or, as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any Lender
from any of its obligations hereunder); arba

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(v) from Borrower, Agent or any Lender
for (A) a collateral assignment by SWK of, and the grant by SWK of a security interest in, all of SWK’s right, title
and interest in, to and under each of the Loan Documents, including, without limitation, all of SWK’s rights and
interests in, to and under this Agreement, the Obligations and the Collateral (collectively, the “Assigned
Rights
”), to a Permitted Assignee (as defined below), jeigu that no such collateral assignment shall
release SWK from any of its obligations under any of the Loan Documents or (B) in connection with any enforcement of or
foreclosure by a Permitted Assignee upon its security interests in any of the Assigned Rights, the assignment of SWK’s
Loans and Commitments to a Permitted Assignee. In connection with any enforcement of or foreclosure upon its security
interests in any of the Assigned Rights, a Permitted Assignee, upon notice to Borrower, SWK and the other Lenders, shall be
entitled to substitute itself, or its designee, for SWK as a Lender under this Agreement. For purposes hereof, the term “Permitted
Assignee
” shall mean any lender to or funding source of SWK, together with its successors, assigns or designees
(including, without limitation, any purchaser or other assignee of the Assigned Rights from such Person). Efficace
immediately upon the replacement of SWK as a Lender under this Agreement by a Permitted Assignee in accordance with this išlyga
(v
), SWK shall automatically be deemed to have resigned as Agent pursuant to Section 9.9 of this Agreement
(without the need for Agent giving advance written notice of such resignation as required pursuant to such Section
9.9
), and Required Lenders shall appoint a successor Agent in accordance with Section 9.9 of this Agreement.

(b) From
and after the date on which the conditions described above have been met, (i) such Assignee shall be deemed automatically to have
become a party hereto and, to the extent that rights and obligations hereunder have been assigned to such Assignee pursuant to
such Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (ii) the assigning Lender, to the extent
that rights and obligations hereunder have been assigned by it pursuant to such Assignment Agreement, shall be released from its
rights (other than its indemnification rights) and obligations hereunder. Upon the request of the Assignee (and, as applicable,
the assigning Lender) pursuant to an effective Assignment Agreement, Borrower shall execute and deliver to Agent for delivery to
the Assignee (and, as applicable, the assigning Lender) a Note in the principal amount of the Assignee’s Pro Rata Term Loan
Share (and, as applicable, a Note in the principal amount of the Pro Rata Term Loan Share retained by the assigning Lender). Tout le monde
such Note shall be dated the effective date of such assignment. Upon receipt by the assigning Lender of such Note, the assigning
Lender shall return to Borrower any prior Note held by it.

(c) Agent,
acting solely for this purpose as an agent of Borrower, shall maintain at one of its offices in the United States a copy of each
Assignment Agreement delivered to it and a register for the recordation of the names and addresses of each Lender, and the Commitments
of, and principal amount of the Loans owing to, such Lender pursuant to the terms hereof. The entries in such register shall be,
in the absence of manifest error, conclusive, and Borrower, Agent and Lenders may treat each Person whose name is recorded therein
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary.
Such register shall be available for inspection by Borrower and any Lender, at any reasonable time upon reasonable prior notice
to Agent.

(d)
Notwithstanding the foregoing provisions of this Section 10.8.1 or any other provision of this Agreement, any Lender
may at any time assign all or any portion of its Loans and its Note (i) as collateral security to a Federal Reserve Bank or,
as applicable, to such Lender’s trustee for the benefit of its investors (but no such assignment shall release any
Lender from any of its obligations hereunder) and (ii) to (w) an Affiliate of such Lender which is at least fifty
percent (50%) owned (directly or indirectly) by such Lender or by its direct or indirect parent company, (x) its
direct or indirect parent company, (y) to one or more other Lenders or (z) to an Approved Fund.

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10.9 Participations.

Any Lender may at any
time sell to one or more Persons participating interests in its Loans, Commitments or other interests hereunder (any such Person,
a “Participant”). In the event of a sale by a Lender of a participating interest to a Participant, (a) such
Lender’s obligations hereunder shall remain unchanged for all purposes, (b) Borrower and Agent shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and obligations hereunder and (c) all amounts payable
by Borrower shall be determined as if such Lender had not sold such participation and shall be paid directly to such Lender. No
Participant shall have any direct or indirect voting rights hereunder except with respect to any event described in Section
10.1
expressly requiring the unanimous vote of all Lenders or, as applicable, all affected Lenders. Each Lender agrees to incorporate
the requirements of the preceding sentence into each participation agreement which such Lender enters into with any Participant.
Borrower agrees, to the fullest extent permitted by applicable law, that if amounts outstanding under this Agreement are due and
payable (as a result of acceleration or otherwise), each Participant shall be deemed to have the right of set-off in respect of
its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest
were owing directly to it as a Lender under this Agreement; jeigu that such right of set-off shall be subject to the
obligation of each Participant to share with Lenders, and Lenders agree to share with each Participant, as provided in Section
2.10.4
. Borrower also agrees that each Participant shall be entitled to the benefits of Section 3 as if it were a Lender
(jeigu that a Participant shall not be entitled to such benefits unless such Participant agrees, for the benefit of Borrower,
to comply with the documentation requirements of Section 3.1(c) as if it were a Lender and complies with such requirements,
et jeigu, toliau, that no Participant shall receive any greater compensation pursuant to Section 3 nei
would have been paid to the participating Lender if no participation had been sold). Any such Lender transferring a participation
shall, as an agent for Borrower, maintain in the United States a register to record the names, address, and interest, principal
and other amounts owing to, each Participant. The entries in such register shall be, in the absence of manifest error, conclusive,
and Borrower, Agent and the Lenders may treat each Person whose name is recorded therein pursuant to the terms hereof as a Participant
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. Such Participation register shall be available
for inspection by the Agent or Borrower, at any reasonable time upon reasonable prior written notice from Agent or Borrower.

10.10 Confidentiality.

Borrower, Agent and
each Lender agree to use commercially reasonable efforts (equivalent to the efforts Borrower, Agent or such Lender applies to
maintain the confidentiality of its own confidential information) to maintain as confidential all information (including, without
limitation, any information provided by Borrower pursuant to Sections 6.1, 6.2 et 6.9) provided to them
by any other party hereto and/or any other Loan Party, as applicable, except that Agent and each Lender may disclose such information
(a) to Persons employed or engaged by Agent or such Lender or any of their Affiliates (including collateral managers of Lenders)
in evaluating, approving, structuring or administering the Loans and the Commitments (jeigu that such Persons have been
informed of the covenant contained in this Section 10.10) (b) to any assignee or participant or potential assignee or
participant that has agreed to comply with the covenant contained in this Section 10.10 (and any such assignee or participant
or potential assignee or participant may disclose such information to Persons employed or engaged by them as described in išlyga
(a
) above); (c) as required or requested by any federal or state regulatory authority or examiner, or any insurance industry
association, or as reasonably believed by Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative
order or process; (d) as, on the advice of Agent’s or such Lender’s counsel, is required by law; (e) in connection
with the exercise of any right or remedy under the Loan Documents or in connection with any litigation to which Agent or such
Lender is a party; (f) to any nationally recognized rating agency or investor of a Lender that requires access to information
about a Lender’s investment portfolio in connection with ratings issued or investment decisions with respect to such Lender;
(g) that ceases to be confidential through no fault of Agent or any Lender; (h) to a Person that is an investor or prospective
investor in a Securitization that agrees that its access to information regarding Borrower and the Loans and Commitments is solely
for purposes of evaluating an investment in such Securitization and who agrees to treat such information as confidential; or (i)
to a Person that is a trustee, collateral manager, servicer, noteholder or secured party in a Securitization in connection with
the administration, servicing and reporting on the assets serving as collateral for such Securitization. For purposes of this
Section, “Securitization” means a public or private offering by a Lender or any of its Affiliates or their
respective successors and assigns, of securities which represent an interest in, or which are collateralized, in whole or in part,
by the Loans or the Commitments. In each case described in clauses (c), (d) and (e) (as such disclosure in
clause (e) pertains to litigation only), where the Agent or Lender, as applicable, is compelled to disclose a Loan Party’s
confidential information, promptly after such disclosure the Agent or such Lender, as applicable, shall notify Borrower of such
atskleidimas jeigu, vis dėlto, that neither the Agent nor any Lender shall be required to notify Borrower of any
such disclosure (i) to any federal or state banking regulatory authority conducting an examination of the Agent or such Lender,
or (ii) to the extent that it is legally prohibited from so notifying Borrower. Notwithstanding the foregoing, Agent reserves
the right to provide to industry trade organizations information necessary and customary for inclusion in league table measurements.

(Solsys Medical) A&R Credit Agreement

66

10.11 Captions.

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

10.12 Nature of Remedies.

All Obligations of Borrower
and rights of Agent and Lenders expressed herein or in any other Loan Document shall be in addition to and not in limitation of
those provided by applicable law. No failure to exercise and no delay in exercising, on the part of Agent or any Lender, any right,
remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.

10.13 Counterparts.

This Agreement may
be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such
counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same
Agreement. Receipt by facsimile machine or in “.pdf” format through electronic mail of any executed signature
page to this Agreement or any other Loan Document shall constitute effective delivery of such signature page. This Agreement
and the other Loan Documents to the extent signed and delivered by means of a facsimile machine or other electronic
transmission (including “.pdf”), shall be treated in all manner and respects and for all purposes as an original
agreement or amendment and shall be considered to have the same binding legal effect as if it were the original signed
version thereof delivered in person. No party hereto or to any such other Loan Document shall raise the use of a facsimile
machine or other electronic transmission to deliver a signature or the fact that any signature or agreement or amendment was
transmitted or communicated through the use of a facsimile machine or other electronic transmission as a defense to the
formation or enforceability of a contract and each such party forever waives any such defense.

(Solsys Medical) A&R Credit Agreement

67

10.14 Severability.

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

10.15 Entire Agreement.

This Agreement, together
with the other Loan Documents, embodies the entire agreement and understanding among the parties hereto and supersedes all prior
or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and
thereof.

10.16 Successors; Assigns.

This Agreement shall
be binding upon Borrower, Lenders and Agent and their respective successors and assigns, and shall inure to the benefit of Borrower,
Lenders and Agent and the successors and assigns of Lenders and Agent. No other Person shall be a direct or indirect legal beneficiary
of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents.
Borrower may not assign or transfer any of its rights or Obligations under this Agreement without the prior written consent of
Agent and each Lender.

10.17 Governing Law.

THIS AGREEMENT AND EACH
NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 AND SECTION
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS CODE).

10.18 Forum Selection; Consent to Jurisdiction.

ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT, AT AGENT’S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND.
EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.
EACH PARTY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, U.S. FIRST CLASS POSTAGE PREPAID, OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED UNDER APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM.

(Solsys Medical) A&R Credit Agreement

68

10.19 Waiver of Jury Trial.

EACH OF BORROWER, AGENT
AND EACH LENDER, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY
LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
BEFORE A COURT AND NOT BEFORE A JURY.

10.20 Patriot Act.

Each Lender that is
subject to the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”),
and Agent (for itself and not on behalf of any Lender), hereby notifies each Loan Party that, pursuant to the requirements of
the Patriot Act, such Lender and Agent are required to obtain, verify and record information that identifies each Loan Party,
which information includes the name and address of each Loan Party and other information that will allow such Lender or Agent,
as applicable, to identify each Loan Party in accordance with the Patriot Act.

10.21 Amendment and Restatement .

The parties hereto agree
that, on the Closing Date, the following transactions shall be deemed to occur automatically, without further action by any party
hereto: (a) the Original Credit Agreement shall be deemed to be amended and restated in its entirety pursuant to this Agreement;
(b) all Obligations under the Original Credit Agreement outstanding on the Closing Date shall in all respects be continuing and
shall be deemed to be Obligations outstanding hereunder; (c) Parent shall be joined to the Loan Documents as a Borrower in all
respects as if it were an original signatory hereto; (d) the guaranties made to the Lenders and Agent pursuant to the Original
Credit Agreement and the other Loan Documents, shall remain in full force and effect and are hereby reaffirmed; and (e) all references
in the other Loan Documents to the Original Credit Agreement shall be deemed to refer without further amendment to this Agreement.

(Remainder of page intentionally blank;
signature pages follow
.)

(Solsys Medical) A&R Credit Agreement

69

IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the date first set
forth above.

BORROWERS:
NEW MISONIX, INC.,
a Delaware Corporation
By: /s/ Joseph Dwyer
Name: Joseph Dwyer
Title: Chief Financial Officer
SOLSYS MEDICAL, LLC,
a Delaware limited liability company
By: NEW MISONIX, INC.,
its sole member
By: /s/ Joseph Dwyer
Name: Joseph Dwyer
Title: Chief Financial Officer

(Solsys Medical) A&R Credit Agreement

AGENT AND LENDERS:
SWK FUNDING LLC,
as Agent and a Lender
By: SWK Holdings Corporation,
its sole Manager
By: /s/ Winston Black
Name: Winston Black
Title: Managing Director

(Solsys Medical) A&R Credit Agreement

ANNEX I

Commitments and Pro Rata Term Loan Shares

Lender Commitment Pro Rata Term Loan Share
SWK Funding LLC $ 25,095,761 100 %

(Solsys Medical) A&R Credit Agreement

ANNEX II

Addresses

Party Notice Address
Agent:

SWK Funding LLC

14755 Preston Road, Suite 105
Dallas, Texas 75254

Email: notifications@swkhold.com

with a copy to:

Holland & Knight LLP

200 Crescent Court, Suite 1600

Dallas, Texas 75201

Attn: Ryan Magee

Email: ryan.magee@hklaw.com

Borrower:

New Misonix, Inc.

1938 New Highway

Farmingdale, New York 11735

Attn: Joe Dwyer, Chief Financial Officer

Email: jdwyer@misonix.com

with a copy to:

Jones Day

3161 Michelson Drive, Suite 800

Irvine, California 92612

Attn: John R. Beeson

Email: jbeeson@jonesday.com

(Solsys Medical) A&R Credit Agreement

EXHIBIT A

Form of Assignment Agreement

This ASSIGNMENT AGREEMENT (the “Assignment
Agreement
”) is entered into as of ( ),
20( ), by and between the Assignor named on the signature page hereto (“Assignor”)
and the Assignee named on the signature page hereto (“Assignee”). Reference is made to the AMENDED AND RESTATED
Credit Agreement dated as of September 27, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the
"Credit Agreement”) among SOLSYS MEDICAL, LLC, a Delaware limited liability company, NEW MISONIX, INC., a Delaware
corporation (collectively, “Borrower”), the Lenders party thereto from time to time (“Lenders”),
and SWK FUNDING LLC, as administrative agent (in such capacity, together with its successors and assigns, the “Agent”)
on behalf of the Lenders. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the
Credit Agreement.

Assignor and Assignee agree as follows:

1. For an agreed consideration,
Assignor hereby irrevocably sells and assigns to Assignee, and the Assignee hereby irrevocably purchases and assumes from Assignor,
subject to and in accordance with the Credit Agreement, as of the Effective Date (as defined below) (a) all of Assignors’
rights and obligations in its capacities as Lender under the Credit Agreement and any other documents or instruments delivered
pursuant thereto to the extent related to the amount and percentage interest, as identified on the schedule attached hereto, of
all of such outstanding rights and obligations of Assignor under or in relation to the Credit Agreement, and (b) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of Assignor (in its capacity
as Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents
or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of
the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other
claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights
and obligations sold and assigned by Assignor to the Assignee pursuant to clauses (a) et (b) above being referred
to herein collectively as an “Assigned Interest”). Such sale and assignment is without recourse to Assignor
and, except as expressly provided in this Assignment Agreement, without representation or warranty by Assignor.

2. Assignor (a) represents that
as of the Effective Date, that it is the legal and beneficial owner of the Assigned Interests free and clear of any adverse claim;
(b) represents that, as of the date hereof, the balance of the Loan is $( )
(c) makes no other representation or warranty and assumes no responsibility with respect to any statement, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Credit Agreement, any other Loan Documents or any other instrument or document furnished pursuant thereto; et
(d) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party
or any other Person or the performance or observance by any Loan Party of its Obligations under the Credit Agreement or the other
Loan Documents or any other instrument or document furnished pursuant thereto.

(Mixonix-Solsys) Exhibits to A&R Credit Agreement (Exhibit A)

A-1

3. Assignee (a) represents and
warrants that it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption
and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement; (b) confirms that it
has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the most recent financial statements
delivered pursuant thereto and such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment Agreement; (c) represents and warrants that it has, independently and without reliance
upon Agent or Assignor 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 Assignment Agreement and to purchase such Assigned Interest; (d) agrees that it
will, independently and without reliance upon Agent, Assignor or any other Lender and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit
Agreement; (e) appoints and authorizes Agent to take such action as agent on its behalf and to exercise such powers under the Credit
Agreement as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; (f) hereby
represents and warrants that upon the effectiveness of this Assignment Agreement, Assignee will be a Lender under the Credit Agreement
and further agrees that it will perform in accordance with their terms all obligations which by the terms of the Credit Agreement
are required to be performed by it as a Lender; (g) represents that on the date of this Assignment Agreement it is not presently
aware of any facts that would cause it to make a claim under the Credit Agreement; (h) if organized under the laws of a jurisdiction
outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States, which have been
duly executed, certifying as to Assignee’s exemption from United States withholding taxes with respect to all payments to
be made to Assignee under the Credit Agreement or such other documents as are necessary to indicate that all such payments are
subject to such tax at a rate reduced by an applicable tax treaty; and (i) represents and warrants that it is sophisticated with
respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising
discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type.

4. The effective date for this
Assignment Agreement shall be as set forth on the schedule attached hereto (the “Effective Date”). Following
the execution of this Assignment Agreement, it will be delivered to Agent for acceptance and recording by Agent pursuant to the
Credit Agreement.

5. Upon such acceptance and recording,
from and after the Effective Date, (a) Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment
Agreement, have the rights and obligations of a Lender thereunder and (b) Assignor shall, to the extent provided in this Assignment
Agreement, relinquish its rights (other than indemnification rights) and be released from its obligations under the Credit Agreement.

6. From and after the Effective
Date, Agent shall make all payments in respect of each Assigned Interest (including payments of principal, interest, fees and other
amounts) to Assignor for amounts which have accrued to but excluding the Effective Date and to Assignee for amounts which have
accrued from and after the Effective Date. Notwithstanding the foregoing, Agent shall make all payments of interest, fees or other
amounts paid or payable in kind from and after the Effective Date to Assignee.

7. THIS ASSIGNMENT AGREEMENT
SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.

8. This Assignment Agreement
shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment
Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such
counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Assignment
Agreement. Receipt by facsimile, portable document format (.pdf), or other electronic transmission of any executed signature page
to this Assignment Agreement shall constitute effective delivery of such signature page.

(Remainder of page intentionally blank;
signature page follows
.)

(Mixonix-Solsys) Exhibits to A&R Credit Agreement (Exhibit A)

A-2

The parties hereto have caused this Assignment Agreement to
be executed and delivered as of the date first written above.

ASSIGNOR:
(___________________________)
By:
Name:
Title:
ASSIGNEE:
(___________________________)
By:
Name:
Title:
Acknowledged and Agreed:
SWK FUNDING LLC,
as Agent
By: SWK Holdings Corporation,
its sole Manager
By:
Name:
Title:

(Mixonix-Solsys) Exhibits to A&R Credit Agreement (Exhibit A)

A-3

Schedule to Assignment Agreement

Assignor: _________________
Assignee: _________________
Effective Date: _________________
Credit Agreement: Amended and Restated Credit Agreement, dated as of September 27, 2019, among SOLSYS MEDICAL, LLC, a Delaware limited liability company, and NEW MISONIX, INC., a Delaware corporation, each as Borrower, the other loan parties party thereto, the financial institutions party thereto from time to time as Lenders, and SWK FUNDING LLC, as Agent, as it may be amended, restated, supplemented or otherwise modified from time to time

Interests Assigned:

Term Loan Aggregate Pro Rata
Term Loan Share
Assignor Amounts (pre-assignment) $ 25,095,761 100 %
Assignor Amounts (post-assignment) $
Amounts Assigned $
Assignee Amounts (pre-assignment) $ %
Assignee Amounts (post-assignment) $

Assignee Information:

Address for Notices: Address for Payments:
Bank:
Attention: ABA #:
Telephone: Account #:
Telecopy: Référence:

(Mixonix-Solsys) Exhibits to A&R Credit Agreement (Exhibit A)

A-4

EXHIBIT B

Form of Compliance Certificate

COMPLIANCE CERTIFICATE

(____________), 20(__)

Please refer to the Amended and Restated
Credit Agreement, dated as of September 27, 2019 (as amended, restated or otherwise modified from time to time, the “Credit
Agreement
”) among SOLSYS MEDICAL, LLC, a Delaware limited liability company, and NEW MISONIX, INC., a Delaware corporation,
(collectively, “Borrower”), the lenders party thereto from time to time as Lenders, and SWK FUNDING LLC, as
administrative agent (in such capacity, together with its successors and assigns, the “Agent”) on behalf of
the Lenders. This certificate (this “Certificate”), together with supporting calculations attached hereto, is
delivered to Agent pursuant to the terms of the Credit Agreement. Terms used but not otherwise defined herein are used herein as
defined in the Credit Agreement.

Enclosed herewith is a copy of the (annual
audited/quarterly)
financial statements required under the Credit Agreement as at and for the period ending (__________________)
(the “Computation Date”), which financial statements fairly present in all material respects the financial
condition and results of operations of the Persons covered by such financial statements as of the Computation Date and for the
period then ended and have been prepared in accordance with GAAP consistently applied (subject to the absence of footnotes and
to normal year-end adjustments).

Borrower hereby certifies and warrants
that the computations set forth on the schedule attached hereto correspond to the computations required by Sections 7.13.1, 7.13.2,
and 7.13.3 of the Credit Agreement and such computations are true and correct as at the Computation Date.

Borrower further certifies that no Event
of Default or Default has occurred and is continuing (except as set forth on Annex I hereto, which Annex describes such Event
of Default or Default and the steps, if any, being taken to cure it)
.

Borrower has caused
this Certificate to be executed and delivered by its officers thereunto duly authorized on ( ),
20( ).

NEW MISONIX, INC.,
a Delaware corporation
By:
Name:
Title:

(Mixonix-Solsys) Exhibits to A&R Credit Agreement (Exhibit B)

B-1

Schedule to Compliance Certificate

Dated as of ___________________1

A. Section 7.13.1
                                         – Consolidated Unencumbered Liquid Assets

1A. any Cash Equivalent Investment owned by Parent and
its Subsidiaries on a consolidated basis which are not the subject of any Lien or other arrangement with any creditor to have
its claim satisfied out of the asset (or proceeds thereof) prior to the general creditors of Borrower and such Subsidiaries other
than the Lien for the benefit of Agent and Lenders:

a) any evidence of Debt, maturing not more than one year
after such time, issued or guaranteed by the United States Government or any agency thereof
$________

(b) commercial paper, or corporate demand notes, in each case
(unless issued by a Lender or its holding company) rated at least A-l by Standard & Poor’s Ratings Group or P-l by Moody’s
Investors Service, Inc.
$________

(c) any certificate of deposit (or time deposit represented
by a certificate of deposit) or banker’s acceptance maturing not more than one year after such time, or any overnight Federal
Funds transaction that is issued or sold by any Lender (or by a commercial banking institution that is a member of the Federal
Reserve System or is a U.S. branch of a foreign banking institution and has a combined capital and surplus and undivided profits
of not less than $500,000,000)
$________

(d) any repurchase agreement entered into with any Lender (or
commercial banking institution of the nature referred to in Item (c) above) which (i) is secured by a fully perfected security
interest in any obligation of the type described in any of Items (a) per (c) above and (ii) has a market value
at the time such repurchase agreement is entered into of not less than 100% of the repurchase obligation of such Lender (or other
commercial banking institution) thereunder
$________

(e) money market accounts or mutual funds which invest exclusively or substantially in assets
                                                                              satisfying the foregoing requirements
$________

1 The descriptions of the calculations set forth in this
certificate are sometimes abbreviated for simplicity, but are qualified in their entirety by reference to the full text of the
calculations provided in the Credit Agreement.

(Mixonix-Solsys) Exhibits to A&R Credit Agreement (Exhibit B)

B-2

(g) other short term liquid investments approved in writing by Agent $________

1B. Total of Items (a) per (g) aukščiau $________

2 Minimum Required $________

Is the amount in Item 1B greater than the amount in Item 2? __ Yes
__ No

B. Section 7.13.2 – Minimum Aggregate Revenue

1 Net Sales for twelve consecutive month period ending on the Computation Date $________
2 Royalties for twelve consecutive month period ending on the Computation Date $________
3 Any other income or revenue recognized by Parent and/or its Subsidiaries, on a consolidated basis, in accordance with GAAP for twelve consecutive month period ending on the Computation Date $________
4 Sum of Items 1 per 3 $________
5 Minimum Required for corresponding Fiscal Quarter (Pamatyti table in
Section 7.13.2 of
the Credit Agreement)

Is the amount in Item 4 greater than the amount referenced in Item 5? __ Yes
__ No

C. Section 7.13.3 – Minimum EBITDA

1 Consolidated net income (or loss) of Parent and its Subsidiaries as determined under GAAP for twelve consecutive month period ending on the Computation Date $________
2 To the extent deducted in determining Item 1 and without duplication of the foregoing items, consolidated interest expense (including all imputed interest on Capital leases) of Parent and its Subsidiaries for twelve month period ending on the Computation Date $________

(Mixonix-Solsys) Exhibits to A&R Credit Agreement (Exhibit B)

B-3

3 To the extent deducted in determining Item 1 and without duplication of the foregoing items, income tax expense (including tax accruals) of Parent and its Subsidiaries for twelve month period ending on the Computation Date $________
4 To the extent deducted in determining Item 1 and without duplication of the foregoing items, depreciation and amortization of Parent and its Subsidiaries for twelve month period ending on the Computation Date $________
5 To the extent deducted in determining Item 1 and without duplication of the foregoing items, nonrecurring cash fees, costs and expenses incurred in connection with the Acquisitions of product licenses and product lines from a third party, and milestone and royalty payments to any third party, in relation to any Material Contract or any other Acquisition made by Parent and its Subsidiaries prior to the Closing Date $________
6ème To the extent deducted in determining Item 1 and without duplication of the foregoing items, non-cash expenses relating to equity-based compensation or purchase accounting of Parent and its Subsidiaries for twelve month period ending on the Computation Date $________
7ème To the extent deducted in determining Item 1 and without duplication of the foregoing items, any other nonrecurring and/or non-cash expenses or charges approved by the Agent $________
8ème Sum of Items 1 through 7 $________
9ème Minimum Required for corresponding Fiscal Quarter (Pamatyti table in
Section 7.13.3 of
the Credit Agreement)

Is the amount in Item 8 greater than the amount referenced in __ Yes
Item 9? __ No

(Mixonix-Solsys) Exhibits to A&R Credit Agreement (Exhibit B)

B-4

EXHIBIT C

Form of Note

PROMISSORY NOTE

$(___________) (_____), 20(__)

FOR VALUE RECEIVED and pursuant to the
terms of this PROMISSORY NOTE (as amended, restated, supplemented, or otherwise modified from time to time, this “Note:”),
each of the undersigned, SOLSYS MEDICAL, LLC, a Delaware limited liability company, and NEW MISONIX, INC., a Delaware corporation,
(collectively, “Borrower”), promises to pay to the order of (___________________) (together with all subsequent
holders of this Note being hereinafter referred to collectively, as “Holder”), at the offices of SWK FUNDING
LLC, a Delaware limited liability company, as agent (in such capacity, together with its successors and assigns, the “Agent”),
on behalf of Holder and the other Lenders (defined below), having an address at 14755 Preston Road, Suite 105, Dallas, Texas 75254,
or at such other place as Holder hereof may designate in writing, the principal sum of up to (___________) DOLLARS ($(___________)),
or such lesser amount as may be advanced by Holder pursuant to that certain Amended and Restated Credit Agreement, dated as of
September 27, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”),
among Borrower, the lenders party thereto from time to time (each a “Lender” and collectively, the “Lenders”),
and Agent, together with interest on the unpaid amount from time to time outstanding under this Note at the rate or rates of interest
provided therefor in the Credit Agreement. This Note evidences the obligation of Borrower to repay, with interest thereon, the
Loans under the Credit Agreement made by Lenders to Borrower pursuant to the Credit Agreement.

DEFINITIONS

Capitalized terms not otherwise defined
herein shall have the meanings set forth in the Credit Agreement.

PRINCIPAL AND INTEREST

Principal. Borrower
shall make payments on the principal balance of this Note and accrued interest on the principal balance of this Note in accordance
with the provisions of the Credit Agreement. If not sooner paid, the entire unpaid principal balance of this Note and all interest
thereon shall be paid on the Term Loan Maturity Date.

Interest. Interest
on the unpaid balance of this Note will accrue from the date of this Note until final payment thereof in accordance with the applicable
provisions of the Credit Agreement.

(Mixonix-Solsys) Exhibits to A&R Credit Agreement (Exhibit C)

C-1

Prepayments.
Borrower may prepay the principal sum outstanding from time to time hereunder as provided in the
Credit Agreement, subject to any prepayment premium set forth in the Credit Agreement.

INCORPORATION OF CREDIT AGREEMENT

This Note has been issued pursuant to the
Credit Agreement, and all of the terms, covenants and conditions of the Credit Agreement (including all Exhibits and Schedules
thereto) and all other instruments evidencing or securing the indebtedness hereunder are hereby made a part of this Note and are
deemed incorporated herein in full.

EVENTS OF DEFAULT

Upon the occurrence and during the continuance
of an Event of Default, the Holder shall have the rights and remedies set forth in the Credit Agreement and the other Loan Documents,
in addition to any other remedies to which the Holder may be entitled.

LAWFUL LIMITS

All agreements between Borrower and Holder
are expressly limited so that in no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof, acceleration
of maturity of the unpaid principal balance hereof, or otherwise, shall the amount paid or agreed to be paid to Holder for the
use, forbearance or detention of the money to be advanced hereunder exceed the highest lawful rate permissible under applicable
usury laws. If, from any circumstances whatsoever, fulfillment of any provision hereof, of the Credit Agreement or of any other
Loan Documents shall involve transcending the limit of validity prescribed by any law which a court of competent jurisdiction may
deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and, if
from any circumstance Holder shall ever receive as interest an amount which would exceed the highest lawful rate, such amount which
would be excessive interest shall be applied to the reduction of the unpaid principal balance due hereunder and not to the payment
of interest. This provision shall control every other provision of all agreements between Borrower and Holder.

To the extent that either Chapter 303 or
306, or both, of the Texas Finance Code, as amended from time to time, apply in determining the Maximum Lawful Rate notwithstanding
that the parties have chosen that the laws of the State of New York (or applicable United States federal law to the extent that
it permits Holder to contract for, charge, take, receive or reserve a greater amount of interest than the laws of the State of
New York) to govern and control in the enforcement, interpretation and construction of the Loan Documents generally, Holder hereby
elects to determine the applicable rate ceiling by using the weekly ceiling from time to time in effect, subject to Holder’s
right from time to time to change such method in accordance with applicable law, as the same may be amended or modified from time
to time, to utilize any other method of establishing the Maximum Lawful Rate under the Texas Finance Code or under other applicable
law by giving notice, if required, to Borrower as provided by applicable law now or hereafter in effect. To the extent United States
federal law permits Holder to contract for, charge, take, receive or reserve a greater amount of interest than under Texas law,
Holder will rely on United States federal law instead of applicable state law for the purpose of determining the Maximum Lawful
Rate. As used herein, (x) the term “Maximum Lawful Rate” shall mean the maximum lawful rate of interest
which may be contracted for, charged, taken, received or reserved by Holder in accordance with the applicable law (or applicable
United States federal law to the extent that it permits Holder to contract for, charge, take, receive or reserve a greater amount
of interest than under applicable state law), taking into account all Charges made in connection with the transaction evidenced
by the Note and the other Loan Documents, and (y) the term “Charges” shall mean all fees, charges and/or
any other things of value, if any, contracted for, charged, received, taken or reserved by Holder in connection with the transactions
relating to the Loan Agreement, the Note and the other Loan Documents, which are treated as interest under applicable law.

(Mixonix-Solsys) Exhibits to A&R Credit Agreement (Exhibit C)

C-2

MISCELLANEOUS

WAIVERS.
PRESENTMENT FOR PAYMENT, NOTICE OF NONPAYMENT OR DISHONOR, PROTEST, NOTICE OF PROTEST, DEMAND,
NOTICE OF DEMAND, NOTICE OF ACCELERATION OR INTENT TO ACCELERATE AND ALL OTHER NOTICES IN CONNECTION WITH THE DELIVERY, ACCEPTANCE,
PERFORMANCE, DEFAULT OR ENFORCEMENT OF THIS NOTE ARE HEREBY IRREVOCABLY WAIVED BY BORROWER.

Exercise
of Remedies
. No delay on the part of Agent
or Holder in the exercise of any right, power or remedy hereunder, under the Credit Agreement or under any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise by Agent or Holder of any right, power or remedy hereunder,
under the Credit Agreement or under any other Loan Document preclude other or further exercise thereof, or the exercise of any
other right, power or remedy. Upon the occurrence and continuance of an Event of Default, Agent and Holder shall at all times have
the right to proceed against any portion of the Collateral in such order and in such manner as Agent and Holder may deem fit, subject
to and in accordance with the Guarantee and Collateral Agreement and IP Security Agreement without waiving any rights with respect
to any other security.

Invalid
Provisions
. The illegality or unenforceability
of any provision of this Note shall not in any way affect or impair the legality or enforceability of the remaining provisions
of this Note.

Governing
Law
. THIS NOTE SHALL BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5- 1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS CODE).

Definition
of Note
. All references to “Note”
or “Notes” in the Loan Documents shall also include this Note, to the extent not returned to Borrower for cancellation,
as the same may be amended, supplemented, modified, divided and/or restated and in effect from time to time.

(Mixonix-Solsys) Exhibits to A&R Credit Agreement (Exhibit C)

C-3

New Notes.
Upon Agent’s written request (on behalf of Holder) Borrower shall execute and deliver to Agent new Notes and/or split or
divide the Notes, or any of them, in exchange for the then existing Notes, in such smaller amounts or denominations as Agent shall
specify; jeigu, that the aggregate principal amount of such new, split or divided Notes shall not exceed the aggregate
principal amount of the Notes outstanding at the time such request is made; et jeigu, toliau, that such
Notes that are replaced shall then be deemed no longer outstanding under the Credit Agreement and replaced by such new Notes and
returned to Borrower within a reasonable period of time after Agent’s receipt of the replacement Notes.

Replacement Notes.
Upon receipt of evidence reasonably satisfactory to Borrower of the mutilation, destruction, loss or theft of any Notes and the
ownership thereof, Borrower shall, upon the written request of the holder of such Notes, execute and deliver in replacement thereof
new Notes in the same form, in the same original principal amount and dated the same date as the Notes so mutilated, destroyed,
lost or stolen; and such Notes so mutilated, destroyed, lost or stolen shall then be deemed no longer outstanding under the Credit
Agreement. If the Notes being replaced have been mutilated, they shall be surrendered to Borrower; and if such replaced Notes have
been destroyed, lost or stolen, such holder shall furnish Borrower with an indemnity in writing to indemnify, defend and save them
harmless in respect of such replaced Notes.

(Remainder of page intentionally blank;
signature page follows
).

(Mixonix-Solsys) Exhibits to A&R Credit Agreement (Exhibit C)

C-4

IN WITNESS WHEREOF, the undersigned has
caused this Promissory Note to be executed as of the day and year first written above.

BORROWER:

NEW MISONIX, INC.

a Delaware Corporation

By:
Name:
Title:
SOLSYS MEDICAL, LLC,
a Delaware limited liability company
By:
Name:
Title:

(Mixonix-Solsys) Exhibits to A&R Credit Agreement (Exhibit C)

C-5

Exhibit 10.2

form of
INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”),
dated as of _____________, 2019, is made by and between New Misonix, Inc., a Delaware corporation (the “Company”),
and ___________ (“Indemnitee”).

RECITALS

WHEREAS, the Board has determined that the
Company should act to assure directors and officers of the Company that there shall be adequate certainty of protection through
insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on
behalf of the Company;

WHEREAS, in order to promote the desirable
end that directors and officers of the Company shall resist what they consider unjustified lawsuits and claims made against them
in connection with the good faith performance of their duties to the Company, with the knowledge that certain costs, judgments,
penalties, fines, liabilities, and expenses incurred by them in their defense of such litigation are to be borne by the Company
and they shall receive the maximum protection against such risks and liabilities as may be afforded by applicable law, the Board
has determined that clarifying and enhancing the obligations of the Company and enhancing the rights of certain of its agents by
agreements, with respect to indemnification and advancement of expenses, is reasonable and prudent to promote and ensure the best
interests of the Company and its shareholders; et

WHEREAS, the Company desires to have the
Indemnitee be free from undue concern for unpredictable, inappropriate, or unreasonable legal risks and personal liabilities by
reason of the Indemnitee acting in good faith in the performance of the Indemnitee’s duty to the Company.

NOW THEREFORE, in consideration of the mutual
covenants and agreements set forth herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1 Definitions. For purposes of this
Agreement:

(a) “Agent” means any person
who is or was a director, officer, employee or other fiduciary of the Company, a Subsidiary of the Company, or an employee benefit
plan of the Company or a Subsidiary of the Company.

(b) “DGCL” means the General
Corporation Law of the State of Delaware, as amended.

(c) “Change in Control” reiškia
and a Change in Control shall be deemed to have occurred if, on or after the date of this
Agreement, (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange
Act of 1934, as amended (the “Act”)), other than (A) a trustee or other fiduciary holding securities
under an employee benefit plan of one or more of the Company, or any of its subsidiaries, as the case may be, acting in such capacity
or (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions
as their ownership of stock of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act),
directly or indirectly, of securities of the Company representing more than thirty three percent (33%) of the total voting
power represented by the Company’s then outstanding Voting Securities (as defined below), (ii) during any period of
two (2) consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new director
whose election by the Board of Directors or nomination for election by the Company’s stockholders was approved by a vote
of at least two thirds ( 2/3) of
the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for
election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the stockholders of
the Company approve a merger or consolidation of the Company with any other corporation other than a merger or consolidation
that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least eighty percent (80%) of
the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation, (iv) the stockholders of the Company approve a plan of complete liquidation of the Company
or an agreement for the sale or disposition by the Company of (in one transaction or a series of related transactions) all
or substantially all of the Company’s assets, or (v) the Company shall file or have filed against it, and such filing
shall not be dismissed, any bankruptcy, insolvency or dissolution proceedings, or a trustee, administrator or creditors committee
shall be appointed to manage or supervise the affairs of the Company.

(d) “Disinterested Director
means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought
by Indemnitee.

(e) “Expenses” shall be
broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including,
without limitation, all attorneys’, witness, or other professional fees and related disbursements, and other out-of-pocket
costs of whatever nature), reasonably incurred by Indemnitee in connection with the investigation, defense or appeal of a Proceeding
or establishing or enforcing a right to indemnification under this Agreement, the DGCL or otherwise, and amounts paid in settlement
by or on behalf of Indemnitee, but shall not include any judgments, fines or penalties actually levied against Indemnitee for such
individual’s violations of law. The term “Expenses” shall also include reasonable compensation for time spent
by Indemnitee for which he is not compensated by the Company or any Subsidiary or third party (i) for any period during which Indemnitee
is not an Agent, in the employment of, or providing services for compensation to, the Company or any Subsidiary; or (ii) if the
rate of compensation and estimated time involved is approved by the Disinterested Directors of the Company.

(f) “Proceeding” shall
be broadly construed and shall include, without limitation, any threatened, pending, or completed action, claim, suit, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or its shareholders or otherwise and whether of a civil, criminal, administrative or
investigative nature, and whether formal or informal in any case, in which Indemnitee was, is or will be involved as a party or
otherwise by reason of: (i) the fact that Indemnitee is or was a director or officer of the Company or any Subsidiary; or (ii)
the fact that Indemnitee took or omitted to take any action or that any action was taken on Indemnitee’s part while acting
as Agent of the Company or any Subsidiary, and in any such case described above, whether or not serving in any such capacity at
the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of Expenses may be provided
under this Agreement.

(g) “Subsidiary” means
any corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise, of which
more than 50% of the outstanding voting securities or equity interests are owned or controlled, directly or indirectly, by the
Company or one or more of its subsidiaries.

(h) “Independent Counsel
means a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation law
and neither presently is, nor in the past two years has been, retained to represent: (i) the Company or Indemnitee in any matter
material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable
standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee
in an action to determine Indemnitee’s rights under this Agreement.

(i) “Voting Securities”
reiškia securities of the Company that entitle the holder to vote for the election of directors.

2 Indemnification. Subject to Section
8 below, the Company shall indemnify Indemnitee to the fullest extent permitted by the DGCL, as the same may be amended from time
to time (but, only to the extent that such amendment permits Indemnitee to broader indemnification rights than the DGCL permitted
prior to adoption of such amendment), if Indemnitee is a party to or threatened to be made a party to or otherwise involved in
any Proceeding, for any and all Expenses, actually and reasonably incurred by Indemnitee in connection with the investigation,
defense, settlement or appeal of such Proceeding.

3 Indemnification of Expenses of Successful
Party
. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on the merits
or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, including the dismissal of any action
without prejudice, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred in connection with
the investigation, defense or appeal of such Proceeding.

4 Partial Indemnification. If Indemnitee
is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Expenses actually
and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal of a Proceeding, but is precluded by
applicable law or the specific terms of this Agreement to be indemnified for the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

5 Advancement of Expenses. To the
extent not prohibited by law, the Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding,
and such advancement shall be made within 15 days after the receipt by the Company of a statement or statements requesting such
advances (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in
connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive
any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company, an undertaking
to repay the advancement of Expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction
in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be
unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses and without
regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall
also include any and all Expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s
right to indemnification under this Agreement or otherwise and this right of advancement, including Expenses incurred preparing
and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery
of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay
the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not
subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall
continue until final disposition of any Proceeding, including any appeal therein. This Section 5 shall not apply to any claim
made by Indemnitee for which indemnity is excluded pursuant to Section 8(b).

6ème Notice and Other Indemnification Procedures.

a) Notification of Proceeding. Indemnitee
will notify the Company in writing promptly upon being served with any summons, citation, subpoena, complaint, indictment, information
or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered
hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have
to Indemnitee under this Agreement or otherwise.

(b) Request for Indemnification and Indemnification
Payments
. Indemnitee shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification
hereunder promptly following receipt by the Indmennitee of written notice thereof, and such notice shall include a request for
payment thereof by the Company and any other documentation or information as is reasonably available to Indemnitee and reasonably
necessary to determine whether and to what extent Indemnitee is entitled to indemnification following final disposition of the
Proceeding (except for any such documentation or information that is privileged or otherwise protected from disclosure). The omission
by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder
and any delay in so notifying the Company shall not constitute a waiver by Indemnity of any rights hereunder. Indemnification payments
requested by Indemnitee under Section 2 hereof shall be made by the Company no later than 30 days after receipt of the written
request of Indemnitee, unless a determination has been made pursuant to Section 6(c) that the Indemnitee is not entitled to indemnification
pursuant to such request. Claims for advancement of Expenses shall be made under the provisions of Section 5 herein.

(c) Determination of Entitlement to Indemnification.
Upon receipt by the Company of a written request by the Indemnitee for indemnification pursuant to Section 6, the entitlement of
the Indemnitee to indemnification, to the extent not provided pursuant to the terms of this Agreement and if required by applicable
law, shall be determined by the following person or persons who shall be empowered to make such determination: (i) if a Change
in Control shall have occurred, by Independent Counsel (unless Indemnitee shall request that such determination be made by the
Board of Directors of the Company or the shareholders, in which case by the persons or persons or in the manner provided for in
clause (ii) of this Section 6(c) or (ii) if a Change in Control shall not have occurred, by (A) the Board of Directors of the Company
by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (B) if there are no Disinterested
Directors, or if the Disinterested Directors so direct, by Independent Counsel selected by a majority of the Disinterested Directors
or, if the Disinterested Directors do not make a selection or there are no Disinterested Directors, selected by the Indemnitee,
in any case, in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; or (C) the shareholders
of the Company by majority vote of a quorum. The determination of entitlement to indemnification shall be made and, unless a contrary
determination is made, such indemnification shall be paid in full by the Company not later than 30 days after receipt by the Company
of a written request for indemnification. If the person making such determination shall determine that the Indemnitee is entitled
to indemnification as to part (but not all) of the application for indemnification, such person shall reasonably prorate such partial
indemnification among the claims, issues, or matters at issue at the time of the determination.

(d) In the event the determination of entitlement
to indemnification is to be made by Independent Counsel pursuant to Section 6(c), the Independent Counsel shall be selected as
provided in this Section 6(d). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the
Board of Directors in the manner prescribed in Subsection 6(b)(ii)(A), or if a quorum of the Directors cannot be obtained for Subsections
6(b)(ii)(A), selected by a majority vote of the Board of Directors (in which non-Disinterested Directors may participate), and
the Company shall give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change
in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such
selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written
notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company,
as the case may be, may, within seven (7) days after such written notice of selection shall have been given, deliver to the Company
or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground
that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section
1(h), and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made,
the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection
is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant
to Section 6(a), the parties cannot resolve any objections to the selected Independent Counsel or mutually agree on another Independent
Counsel, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware (the “Delaware Court”)
for resolution of any objection which shall have been made by the Company or Indemnitee to the other’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected by the Delaware Court or by such other person as
the Delaware Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed
shall act as Independent Counsel under Section 6(c). The Company shall pay any and all reasonable fees and expenses of Independent
Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(c), and the Company shall pay all
reasonable fees and expenses incident to the procedures of this Section 6(d), regardless of the manner in which such Independent
Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 6(e)(iii),
Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable
standards of professional conduct then prevailing).

(e) Application for Enforcement. In
the event (i) the Company fails to make timely payments as set forth in Sections 5 or 6(b) above, (ii) if Indemnitee disagrees
with the determination regarding entitlement of the Indemnitee to indemnification, or (iii) determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) and such determination
shall not have been made and delivered in a written opinion within ninety (90) days after receipt by the Company of the request
for indemnification,
Indemnitee shall have the right to apply to the Delaware Court for the purpose of enforcing Indemnitee’s
right to indemnification or advancement of Expenses pursuant to this Agreement. In such an enforcement hearing, the burden of proof
shall be on the Company to prove that indemnification or advancement of Expenses to Indemnitee is not required under this Agreement
or permitted by applicable law. Any determination by the Company (including its Board of Directors, shareholders or Independent
Counsel) that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the Company to the action nor
create any presumption that Indemnitee is not entitled to indemnification or advancement of Expenses hereunder. The Company further
agrees to stipulate in any court, in connection with Indemnitee’s enforcement of rights pursuant to this Section 6(d), that
the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary.

(f) Indemnification of Certain Expenses.
The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or other adjudication under
this Section 6 unless the Company prevails on the merits in all material respects.

7ème Assumption of Defense.

(a) In the event the Company shall be requested
by Indemnitee to pay the Expenses of any Proceeding, the Company shall be entitled to assume the defense of such Proceeding, or
to participate to the extent permissible in such Proceeding, with counsel reasonably acceptable to Indemnitee. Upon assumption
of the defense by the Company and the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under
this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding; jeigu,
vis dėlto, that Indemnitee shall have the right to employ separate counsel in such Proceeding at Indemnitee’s sole cost
and expense. Notwithstanding the foregoing, if (i) the employment of counsel by the Indemnitee has been authorized by the Company,
(ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee
in the conduct of the defense of such Proceeding, or (iii) the Company shall not within 45 calendar days of receipt of notice from
the Indemnitee in fact have employed counsel reasonably satisfactory to Indemnitee to assume the defense of the Proceeding or otherwise
actively pursued the defense of such Proceeding, then in any such event the fees and Expenses of Indemnitee’s counsel to
defend such Proceeding shall be subject to the indemnification and advancement of Expenses provisions of this Agreement.

(b) The Company shall not settle any Proceeding
in any manner that would impose any penalty or limitation on or disclosure obligation with respect to the Indemnitee, or otherwise
adversely affect the Indemnitee, without the Indemnitee’s prior written consent.

8ème Exceptions.

a) Certain Matters. Notwithstanding
any provision contained herein to the contrary, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify
Indemnitee on account of any Proceeding with respect to: (i) any indemnification that would be prohibited by applicable law; (ii)
a final, non-appealable judgment that Indemnitee’s conduct was in bad faith, knowingly fraudulent or constituted willful
misconduct (but only to the extent of such specific determination); or (iii) on account of conduct that is established by a final,
non-appealable judgment as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any improper
personal benefit to which Indemnitee is not legally entitled. For purposes of the foregoing sentence, a final judgment or other
adjudication may be reached in either the underlying Proceeding or action in connection with which indemnification is sought or
a separate adjudication or action to establish rights and liabilities under this Agreement.

(b) Claims Initiated by Indemnitee.
Notwithstanding any provision contained herein to the contrary, the Company shall not be obligated to indemnify or advance Expenses
to Indemnitee with respect to proceedings initiated or brought by Indemnitee against the Company or its directors, officers, employees
or other Agents and not by way of defense or counterclaim, except (i) with respect to proceedings brought to establish or enforce
a right to indemnification under this Agreement or under any other agreement, provision in the Bylaws or Articles of Incorporation
(or equivalent governing documents) of the Company or its Subsidiaries or applicable law, or (ii) with respect to any other proceeding
initiated by Indemnitee that is either approved by the Disinterested Directors or where Indemnitee’s participation is required
by applicable law. However, indemnification or advancement of Expenses may be provided by the Company in specific cases if the
Company’s Board of Directors or a committee of Disinterested Directors determine it to be appropriate.

(c) Unauthorized Settlements. Notwithstanding
any provision contained herein to the contrary, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify
Indemnitee for any amounts paid in settlement of a Proceeding effected without the Company’s written consent. The Company
shall not unreasonably withhold, condition or delay consent to any settlement proposed by Indemnitee.

9ème Reliance as Safe Harbor; Actions of
Others
. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Company or any of its Subsidiaries, including financial statements, or
on information supplied to Indemnitee by officers of the Company or any of its Subsidiaries in the course of their duties, or on
the advice of legal counsel or on information or records given or reports made to the Company or any of its Subsidiaries by an
independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any
of its Subsidiaries. The provisions of this Section 9 shall not be deemed exclusive or to limit in any way the other circumstances
in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. The knowledge
and/or actions, or failure to act, of any other Agent shall not be imputed to Indemnitee for purposes of determining the right
to indemnification under this Agreement.

10ème Nonexclusivity and Survival of Rights.
The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any
other rights which Indemnitee may at any time be entitled under any provision of applicable law, the Articles of Incorporation,
Bylaws or other agreements or governing documents of the Company and its Subsidiaries, both as to action in Indemnitee’s
official capacity and Indemnitee’s action as an Agent, in any court in which a Proceeding is brought, and Indemnitee’s
rights hereunder shall continue after Indemnitee has ceased acting as an Agent and shall inure to the benefit of the heirs, executors,
administrators and assigns of Indemnitee. The obligations and duties of the Company to Indemnitee under this Agreement shall be
binding on the Company and its successors and assigns until terminated in accordance with its terms. The Company shall require
any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Company, expressly to assume and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform if no such succession had taken place. No amendment, alteration or repeal of this
Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action
taken or omitted by such Indemnitee in his or her corporate status prior to such amendment, alteration or repeal. To the extent
that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses
than would be afforded currently under the Articles of Incorporation, Bylaws or other governing documents of the Company or any
of its Subsidiaries, and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the
greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right
or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, by Indemnitee shall not prevent the concurrent assertion or employment of any other right or remedy by Indemnitee.

11ème Subrogation. In the event of
payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who, at the request and expense of the Company, shall execute all papers required and shall do everything that may
be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company effectively
to bring suit to enforce such rights.

12ème Interpretation of Agreement.
It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide indemnification
to Indemnitee to the fullest extent now or hereafter permitted by law.

13ème Severability. If any provision
of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and
enforceability of the remaining provisions of the Agreement (including without limitation, all portions of any paragraphs of this
Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so
as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 12
hereof.

14ème Amendment and Waiver. No supplement,
modification, amendment, or cancellation of this Agreement shall be binding unless executed in writing by the parties hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether
or not similar) nor shall such waiver constitute a continuing waiver.

15ème Notice. Except as otherwise provided
herein, any notice or demand which, by the provisions hereof, is required or which may be given to or served upon the parties hereto
shall be in writing by overnight delivery, courier or personal delivery, and shall be deemed to have been validly served, given
or delivered upon actual delivery to the party or parties to be notified at the addresses set forth below (or such other address(es)
as a party may designate for itself by like notice). If to the Company, notices and demands shall be delivered to the attention
of the Secretary of the Company.

If to the Company:

Misonix, Inc.

1938 New Highway

Farmingdale, NY 11735

Attention: Stavros Vizirgianakis

Email: svizirgianakis@misonix.com

with a copy to (which shall not constitute
notice):

Jones Day

3161 Michelson Drive, Suite 800

Irvine, CA 92612

Attn: Jonn R. Beeson

Email: jbeeson@jonesday.com

If to Indemnitee:

(              )

16. Governing Law and Forum. This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts
made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and Indemnitee
hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement
shall be brought only in the Delaware Court and not in any other state or federal court in the United States, (b) consent to submit
to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with
this Agreement, and (c) waive, and agree not to plead or make, any claim that the Delaware Court lacks venue or that any such action
or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum

17ème Counterparts. This Agreement
may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence
of this Agreement.

18ème Headings. The headings of the
sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to
affect the construction hereof.

19ème Entire Agreement. This Agreement
constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements,
understandings and negotiations, written and oral, between the parties with respect to the subject matter of this Agreement; jeigu,
vis dėlto, that this Agreement is a supplement to and in furtherance of the Articles of Incorporation and Bylaws (or other
governing documents) of the Company and its Subsidiaries, the DGCL and any other applicable law, and shall not be deemed a substitute
therefor, and does not diminish or abrogate any rights of Indemnitee thereunder.

(REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK)

IN WITNESS WHEREOF, the parties hereto have
entered into this Indemnification Agreement effective as of the date first above written.

NEW MISONIX, Inc.
By:
Name:
Title:
INDEMNITEE
(                 )

Exhibit 99.1

MISONIX,
INC. COMPLETES ACQUISITION OF

REGENERATIVE
MEDICAL COMPANY SOLSYS MEDICAL

FARMINGDALE, N.Y., (September 27, 2019)
– Misonix, Inc. (Nasdaq: MSON) (“Misonix” or the “Company”), a provider of minimally invasive therapeutic
ultrasonic medical devices that enhance clinical outcomes, announced today that it completed its previously announced acquisition
of privately held Solsys Medical, LLC (“Solsys”), in an all-stock transaction valued at approximately $109 million
on the date prior to closing.

Solsys and its leading cellular and tissue-based
wound treatment, TheraSkin, is highly complementary to Misonix’s cutting-edge ultrasonic wound debridement solution, SonicOne,
providing Misonix with a large direct advanced wound care channel-to-market that will enable the Company to expand SonicOne sales,
and together with Theraskin, establish a new standard of care in the growing chronic wound care market.

Stavros Vizirgianakis, President and Chief
Executive Officer of Misonix, stated, “Over the last two years, we have actively managed our business to best position Misonix
for the future with the goal of delivering world-class solutions clinically proven to improve patient outcomes, while creating
new value for our healthcare partners and shareholders. The addition of Solsys to our product portfolio addresses these strategic
objectives as it further advances our revenue and competitive position by substantially broadening Misonix’s addressable
market through wound care solutions that are complementary to our existing products. In addition, we expect that the combination
of the added 80 wound-centric professionals from Solsys, along with our 55 professionals focused exclusively on the surgical market,
will enable us to drive increased sales productivity and market penetration of the combined company’s products in operating
rooms and hospital outpatient facilities.

“Financially, the Solsys transaction
adds another rapidly growing revenue stream to our platform, as it generated $24 million of revenues in calendar year 2018 and
is expected to generate top-line growth in in excess of 25% in calendar year 2019. As such, for the combined company, we are projecting
product revenue growth in excess of 20% and gross profit margins of approximately 70% for full year fiscal 2020.

“We look forward to working together
with Solsys’ experienced management team and employees to serve our existing and new customers and maintain the positive
operating momentum across our business while remaining focused on prudently managing our capital resources as we pursue our goals
for sustainable long-term revenue growth and profitability.”

Under the terms of the agreement, Misonix
acquired Solsys for a total consideration valued at approximately $109 million, consisting of the issuance of approximately 5.7
million new shares to former Solsys unitholders. Misonix shareholders now own approximately 64% of the combined entity, and former
Solsys unitholders own approximately 36%. Misonix has assumed Solsys’ outstanding secured debt of approximately $24 million.

Forward Looking Statements

This communication contains forward-looking
statements, which address a variety of subjects including expected future results of operations and growth. Statements that are
not historical facts, including statements about our beliefs, plans and expectations, are forward-looking statements. Such statements
are based on our current expectations and are subject to a number of factors and uncertainties, which could cause actual results
to differ materially from those described in the forward-looking statements. Important factors and uncertainties that could cause
actual results to differ materially from those described in these forward-looking statements include, but are not limited to, the
risk that expected benefits, synergies and growth prospects from the acquisition of Solsys may not be achieved in a timely manner,
or at all, and the risk that Solsys’ business may not be successfully integrated with Misonix. For additional information
about factors that could cause actual results to differ materially from those described in the forward-looking statements, please
refer to Misonix’s filings with the SEC, including the risk factors contained in Misonix’s most recent Quarterly Reports
on Form 10-Q and Annual Report on Form 10-K. Forward-looking statements represent management’s current expectations and are
inherently uncertain. Except as required by law, we do not undertake any obligation to update forward-looking statements made by
us to reflect subsequent events or circumstances.

About Misonix, Inc.

Misonix, Inc. (Nasdaq: MSON) designs, manufactures
and markets ultrasonic medical devices for the precise removal of hard and soft tissue, including bone removal, wound debridement
and ultrasonic aspiration. Misonix is focused on leveraging its proprietary ultrasonic technology to become the standard of care
in operating rooms and clinics around the world. Misonix's proprietary ultrasonic medical devices are used in a growing number
of medical procedures, including spine surgery, neurosurgery, orthopedic surgery, cosmetic surgery, laparoscopic surgery, and other
surgical and medical applications. At Misonix, Better Matters to us. That is why throughout the Company’s history, Misonix
has maintained its commitment to medical technology innovation and the development of ultrasonic surgical products that radically
improve patient outcomes. Additional information is available on the Company's web site at www.misonix.com.

Contact:
Joe Dwyer Norberto Aja, Jennifer Neuman
Chief Financial Officer JCIR
Misonix, Inc. 212-835-8500 or mson@jcir.com
631-694-9555

8-K12B MISONIX INC Formulaire: le 27 septembre ☎ garantie entreprise
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